Common use of Maintenance of Security Interests in Vehicles Clause in Contracts

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit GM Financial or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit GM Financial hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit GM Financial hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit GM Financial pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit GM Financial has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit GM Financial (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by terms of this Agreement, the Servicer shall take such steps on behalf of the Holding Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recordingre‑recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Indenture Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Holding Trust as necessary because of the relocation of a Financed Vehicle or for any other reason; provided, that the Indenture Trustee shall have no obligation to monitor the security interest granted by the Obligors under the respective Receivables. In the event that the assignment of a Receivable to the Holding Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Holding Trust, the Servicer hereby agrees that the designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) Exeter as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Holding Trust. (b) Upon the occurrence of a Servicer Termination Event, the Indenture Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Holding Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit Exeter hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In no event shall the Indenture Trustee or any successor Servicer be required to expend funds in connection with this Section 4.5 that will not otherwise be reimbursed to it. To the extent that Exeter fails to reimburse the Indenture Trustee or any successor Servicer for any such amounts, such expenses shall be reimbursed pursuant to Section 5.7(a)(ii) hereof. Exeter hereby appoints the Trust Collateral Agent Indenture Trustee as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit Exeter pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent Indenture Trustee shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit Exeter has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)Exeter, and the Trust Collateral Agent Indenture Trustee hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit (or an Originating Affiliate (which may be accomplished by the use of or a properly registered DBA name in the applicable jurisdictionTitled Third-Party Lender) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)AmeriCredit, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit GM Financial or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit GM Financial hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit GM Financial hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit GM Financial pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit GM Financial has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit GM Financial (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit or AmeriCredit, an Originating Affiliate or a Titled Third-Party Lender (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed VehicleVehicle on behalf of the Trust, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Owner Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Owner Trustee on behalf of the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the Servicer's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Security Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Owner Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Owner Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersSecurity Insurer (or, if an Insurer Default shall have occurred and be continuing, counsel to the Owner Trustee), be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersSecurity Insurer or the Owner Trustee (as applicable), be necessary or prudent. AmeriCredit AFL hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit hereby appoints In addition, prior to the Trust Collateral Agent as its attorney-in-fact occurrence of an Insurance Agreement Event of Default, the Security Insurer may (unless an Insurer Default shall have occurred and be continuing) instruct the Owner Trustee and the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Security Insurer, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Security Insurer, be necessary or prudent; PROVIDED, HOWEVER, that (unless an Insurer Default shall have occurred and stead be continuing) if the Security Insurer requests that the title documents be amended prior to the occurrence of AmeriCredit (which may an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Owner Trustee in connection with such action shall be accomplished reimbursed to the Servicer or the Owner Trustee, as applicable, by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentSecurity Insurer.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by authorization of the Obligors and the recording, registering, filing, re-recording, re-filing, registering and re-registering refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the CPS’s designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken taken, such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary or prudent. AmeriCredit The Servicer hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit (or an Originating Affiliate (which may be accomplished by the use of or a properly registered DBA name in the applicable jurisdictionTitled Third-Party Lender) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred and is continuing, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by terms of this Agreement, the Servicer shall take such steps on behalf of the Holding Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recordingre‑recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Indenture Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Holding Trust as necessary because of the relocation of a Financed Vehicle or for any other reason; provided, that the Indenture Trustee shall have no obligation to monitor the security interest granted by the Obligors under the respective Receivables. In the event that the assignment of a Receivable to the Holding Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Holding Trust, the Servicer hereby agrees that the designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) Exeter as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Holding Trust. (b) Upon the occurrence of a Servicer Termination Event, the Indenture Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Holding Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit Xxxxxx hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In no event shall the Indenture Trustee or any successor Servicer be required to expend funds in connection with this Section 4.5 that will not otherwise be reimbursed to it. To the extent that Xxxxxx fails to reimburse the Indenture Trustee or any successor Servicer for any such amounts, such expenses shall be reimbursed pursuant to Section 5.7(a)(ii) hereof. Exeter hereby appoints the Trust Collateral Agent Indenture Trustee as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit Exeter pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent Indenture Trustee shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit Xxxxxx has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)Exeter, and the Trust Collateral Agent Indenture Trustee hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; PROVIDED, HOWEVER, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests -------- ------- that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit and CP Funding hereby appoints appoint the Trust Collateral Agent as its their attorney-in-fact to take any and all steps required to be performed by AmeriCredit or CP Funding pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfectionsteps, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expensesparty), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)or CP Funding, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit or AmeriCredit, an Originating Affiliate or a Titled Third-Party Lender (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall will take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, including obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Indenture Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the Triad's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as no Insurer Default has occurred and is continuing) instruct the Indenture Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default has occurred and is continuing, upon the occurrence of a Servicer Termination Event, the Indenture Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall will take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit Triad hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Indenture Trustee in connection with such action will be reimbursed to the Servicer or the Indenture Trustee, as applicable, by the Controlling Party. Triad hereby appoints the Trust Collateral Agent Indenture Trustee as its attorney-in-fact to take execute certificates of title or any other documents, prepared by the Servicer, in the name and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) stead of Triad (it being understood that and agreed that the Trust Collateral Agent shall have Indenture Trustee has no obligation to take such steps with respect to all any perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to for which AmeriCredit Triad has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), ) and the Trust Collateral Agent Indenture Trustee hereby accepts such appointment. (c) Upon the occurrence of a Servicer Termination Event, at the option of the Controlling Party, Triad shall be terminated as Custodian and all original receivable contracts and related title documents must be transferred to a successor custodian acceptable to the Controlling Party.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by authorization of the Obligors and the recording, registering, filing, re-recording, re-filing, registering and re-registering refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Indenture Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Grantor Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Grantor Trust is insufficient, insufficient without a notation on the related Financed Vehicle’s tangible certificate of title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is locatedlocated (including by way of recordation of the Indenture Trustee’s lien in the electronic titling system of the related Registrar of Titles), to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the CPS’s designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title or as reflected in the records of the related Registrar of Titles is in its capacity as Servicer as agent of the Trust (and, to the extent necessary, the Grantor Trust). (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointedIndenture Trustee, then Grantor Trust, the Trust Collateral Agent) and the Servicer shall take or cause to be taken taken, such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersIndenture Trustee, which opinion shall not be an expense of the Indenture Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust or the Grantor Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersIndenture Trustee, which opinion shall not be an expense of the Indenture Trustee, be necessary or prudent. AmeriCredit The Servicer hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed VehicleVehicle on behalf of the Trust or as the Indenture Trustee shall reasonably request, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Owner Trustee, on behalf of the Trust, hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer Seller hereby agrees to cause HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, as applicable, to treat the designation of AmeriCredit HAFI or an Originating any Affiliate (which may be accomplished by of HAFI that is the use of seller under a properly registered DBA name in the applicable jurisdiction) Master Receivables Purchase Agreement, as applicable, as the secured party on the Lien Certificate is certificate of title as a designation in its capacity as Servicer as agent of the TrustTrust for such limited purpose. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the Transferor’s designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit The Transferor and UACC hereby agrees agree to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer in connection with such action shall be reimbursed to the Servicer by the Controlling Party. The Transferor hereby appoints the Trust Collateral Agent Servicer as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit the Transferor pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent Servicer shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit the Transferor has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), Transferor and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit’s designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable Contract in the related Financed VehicleVehicle with respect to each Receivable, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective ReceivablesContracts. The Trust Servicer shall take all action required under Section 2.1 and 2.6 of the Security Agreement with respect to the notation of Contracts and the marking of records of the Trust. The Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination and Amortization Event, the Note Insurer may instruct the Collateral Agent and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall to take or cause to be taken such action as may, in the Opinion discretion of Counsel to the Majority NoteholdersNote Insurer, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles to name the Collateral Agent on behalf of the Secured Parties as lienholder or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersNote Insurer, be necessary or prudent. AmeriCredit hereby agrees Any costs associated with such retitling shall be paid by the Servicer and to the extent not so paid, the Note Insurer shall have the option to pay all expenses related such costs and shall be entitled to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit reimbursement therefor pursuant to this Section 4.5(b2.3(a)(ix) (it being understood that of the Security Agreement and agreed that the Trust Collateral Agent shall have no obligation to take not be responsible for any such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentcosts.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit (or an Originating Affiliate (which may be accomplished by the use of or a properly registered DBA name in the applicable jurisdictionTitled Third-Party Lender) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrust Collateral Agent, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrust Collateral Agent, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Event of Default or Servicer Termination Event, the Class A Majority, the Class B Majority and the Class C Majority, acting together, may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Class A Majority, the Class B Majority and the Class C Majority, acting together, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Class A Majority, the Class B Majority and the Class C Majority, acting together, as the case may be, be necessary or prudent. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall will take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, including obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Indenture Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the Triad’s designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as no Insurer Default has occurred and is continuing) instruct the Indenture Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default has occurred and is continuing, upon the occurrence of a Servicer Termination Event, the Indenture Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall will take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit Triad hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Indenture Trustee in connection with such action will be reimbursed to the Servicer or the Indenture Trustee, as applicable, by the Controlling Party. Triad hereby appoints the Trust Collateral Agent Indenture Trustee as its attorney-in-fact to take execute certificates of title or any other documents, prepared by the Servicer, in the name and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) stead of Triad (it being understood that and agreed that the Trust Collateral Agent shall have Indenture Trustee has no obligation to take such steps with respect to all any perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to for which AmeriCredit Triad has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), ) and the Trust Collateral Agent Indenture Trustee hereby accepts such appointment. (c) Upon the occurrence of a Servicer Termination Event, at the option of the Controlling Party, Triad shall be terminated as Custodian and all original receivable contracts and related title documents must be transferred to a successor custodian acceptable to the Controlling Party.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the Seller’s designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit UACC hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Trust Collateral Agent and the Servicer in connection with such action shall be reimbursed to the Trust Collateral Agent and the Servicer by the Controlling Party. The Seller hereby appoints the Trust Collateral Agent and the Servicer as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit the Seller pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent and the Servicer shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit UACC or the Seller has paid all expenses), including execution of the Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), Seller and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by authorization of the Obligors and the recording, registering, filing, re-recording, re-filing, registering and re-registering refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the CPS's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Note Insurer may (so long as it is the Controlling Party) instruct the Trustee and the Servicer to take or cause to be taken or, if the Note Insurer is not the Controlling Party, upon the occurrence of a Servicer Termination Event, the Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken taken, such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary or prudent. AmeriCredit The Servicer hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit hereby appoints In addition, prior to the Trust Collateral Agent as its attorney-in-fact occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trustee and the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Controlling Party, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name and stead of AmeriCredit (which may the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be accomplished necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentControlling Party.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit (or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdictionTitled Third-Party Lender) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Indenture Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason; provided, that the Indenture Trustee shall have no obligation to monitor the security interest granted by the Obligors under the respective Receivables. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) Exeter as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, [the Indenture Trustee and] the Servicer [or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Indenture Trustee)] shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit Exeter hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In no event shall the Indenture Trustee be required to expend funds in connection with this Section 4.5 that will not otherwise be reimbursed to it. To the extent that Exeter fails to reimburse the Indenture Trustee for any such amounts, such expenses shall be reimbursed pursuant to Section 5.7(a)[(ii)] hereof. Exeter hereby appoints the Trust Collateral Agent Indenture Trustee as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit Exeter pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent Indenture Trustee shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit Exeter has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)Exeter, and the Trust Collateral Agent Indenture Trustee hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Collateral Agent and the Secured Parties as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Borrower and the Collateral Agent hereby authorizes authorize the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest in favor of the Collateral Agent on behalf of the Trust Secured Parties as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Borrower is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustCollateral Agent on behalf of the Secured Parties, the Servicer hereby agrees that the designation of AmeriCredit (or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdictionTitled Third-Party Lender) as the secured party on the Financed Vehicle’s Lien Certificate is in its capacity as Servicer as agent of the TrustSecured Parties. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel to the Majority NoteholdersDeal Agent, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Collateral Agent on behalf of the Secured Parties by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority NoteholdersDeal Agent, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Termination Event or Servicer Event of Default, the Deal Agent may instruct the Servicer to take or cause to be taken such action as may, in the Opinion of Counsel to the Deal Agent, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Collateral Agent on behalf of the Secured Parties, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Collateral Agent, be necessary or prudent. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), 9.6 and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed VehicleVehicle on behalf of the Trust, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Owner Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Owner Trustee on behalf of the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the Servicer's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Security Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Owner Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Owner Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersSecurity Insurer (or, if an Insurer Default shall have occurred and be continuing, counsel to the Owner Trustee), be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersSecurity Insurer or the Owner Trustee (as applicable), be necessary or prudent. AmeriCredit OFL hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit hereby appoints In addition, prior to the Trust Collateral Agent as its attorney-in-fact occurrence of an Insurance Agreement Event of Default, the Security Insurer may (unless an Insurer Default shall have occurred and be continuing) instruct the Owner Trustee and the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Security Insurer, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Security Insurer, be necessary or prudent; PROVIDED, HOWEVER, that (unless an Insurer Default shall have occurred and stead be continuing) if the Security Insurer requests that the title documents be amended prior to the occurrence of AmeriCredit (which may an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Owner Trustee in connection with such action shall be accomplished reimbursed to the Servicer or the Owner Trustee, as applicable, by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentSecurity Insurer.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed VehicleVehicle on behalf of the Trust, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recordingrerecording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Owner Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Owner Trustee on behalf of the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the Servicer's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Security Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Owner Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Owner Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersSecurity Insurer (or, if an Insurer Default shall have occurred and be continuing, counsel to the Owner Trustee), be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersSecurity Insurer or the Owner Trustee (as applicable), be necessary or prudent. AmeriCredit AFL hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit hereby appoints In addition, prior to the Trust Collateral Agent as its attorney-in-fact occurrence of an Insurance Agreement Event of Default, the Security Insurer may (unless an Insurer Default shall have occurred and be continuing) instruct the Owner Trustee and the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Security Insurer, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Security Insurer, be necessary or prudent; PROVIDED, HOWEVER, that (unless an Insurer Default shall have occurred and stead be continuing) if the Security Insurer requests that the title documents be amended prior to the occurrence of AmeriCredit (which may an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Owner Trustee in connection with such action shall be accomplished reimbursed to the Servicer or the Owner Trustee, as applicable, by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentSecurity Insurer.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-re- recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate it is acting in its capacity as Servicer as agent of the Trust, as to Lien Certificates on which AmeriCredit (or a Titled Third-Party Lender) is designated as the secured party. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, rerecording, re-filing, re-recording, re-filing, registering and re-registering refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the CPS's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Note Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary or prudent. AmeriCredit CPS hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit The Servicer hereby appoints the Trust Collateral Agent as its attorney-in-fact agrees to pay all expenses related to such perfection or reperfection and to take any all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trustee and all steps required the Servicer to take or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Controlling Party, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests (unless an Insurer Default shall have occurred and stead be continuing) that the title documents be amended prior to the occurrence of AmeriCredit (which may an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be accomplished reimbursed to the Servicer or the Trustee, as applicable, by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentControlling Party.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Master Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed VehicleVehicle on behalf of the Trust or as the Indenture Trustee or the Insurer (for so long as it is the Controlling Party) shall reasonably request, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Owner Trustee, on behalf of the Trust, hereby authorizes the Master Servicer, and the Master Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer Seller hereby agrees to cause HAFC or any Affiliate of HAFC that is the seller under a Master Receivables Purchase Agreement, as applicable, to treat the designation of AmeriCredit HAFC or an Originating any Affiliate (which may be accomplished by of HAFC that is the use of seller under a properly registered DBA name in the applicable jurisdiction) Master Receivables Purchase Agreement, as applicable, as the secured party on the Lien Certificate is certificate of title as a designation in its capacity as Servicer as agent of the TrustTrust for such limited purpose. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Issuer as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Indenture Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust Issuer as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Issuer is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustIssuer, the Servicer hereby agrees that the designation of AmeriCredit the Receivables Seller (or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdictionTitled Third-Party Lender) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the TrustIssuer. (b) Upon the occurrence of a Servicer Termination EventEvent or an Event of Default, the Indenture Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersIndenture Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Issuer by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Indenture Trustee, be necessary, or as directed by the Majority Noteholders, be necessary or prudent. AmeriCredit The Receivables Seller hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Event of Default or Servicer Termination Event, the Majority Noteholder may instruct the Indenture Trustee and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Majority Noteholder, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Issuer, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Majority Noteholder, be necessary. The Receivables Seller hereby appoints the Trust Collateral Agent Indenture Trustee as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit the Receivables Seller pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent Indenture Trustee shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit the Receivables Seller has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), Receivables Seller and the Trust Collateral Agent Indenture Trustee hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the Seller’s designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit UACC hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer in connection with such action shall be reimbursed to the Servicer by the Controlling Party. The Seller hereby appoints the Trust Collateral Agent Servicer as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit the Seller pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent Servicer shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit the Seller has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), Seller and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit (or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdictionTitled Third-Party Lender) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)AmeriCredit, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)AmeriCredit, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Purchaser, the Note Purchaser and the Noteholders as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the authorization or execution by the Obligors and the recording, registering, filing, re-recording, re-filing, registering and re-registering refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust Purchaser and Trustee for the benefit of the Noteholders and Note Purchaser as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Purchaser, and the pledge thereof by the Purchaser to the Trustee is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustTrustee for the benefit of the Noteholders and the Note Purchaser, each of the Servicer Trustee and the Seller hereby agrees that the Seller's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its respect of the Seller's capacity as Servicer as agent of the TrustTrustee for the benefit of the Noteholders and the Note Purchaser. (b) Upon the occurrence and continuance of a Servicer Termination Event, the Trustee, and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall be an expense of the Servicer and shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Trustee on behalf of the Noteholders and the Note Purchaser by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall be an expense of the Servicer and shall not be an expense of the Trustee, be necessary or prudent. AmeriCredit . (c) The Seller hereby agrees to pay all expenses related to such perfection or reperfection re-perfection in accordance with clauses (a) and (b) above and to take all action necessary therefor. AmeriCredit hereby appoints In addition, the Trust Collateral Agent as its attorney-in-fact Note Purchaser or the Trustee may instruct the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant taken, and the Servicer shall take or cause to this Section 4.5(b) (it being understood that and agreed that be taken, such action as may, in the Trust Collateral Agent shall have no obligation judgment of the Trustee or the Note Purchaser, be necessary to take such steps with respect to all perfection perfect or reperfection, except as pursuant to re-perfect the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents security interest in the Financed Vehicles underlying the Receivables in the name of the Trustee on behalf of the Noteholders and stead the Note Purchaser, including by amending the title documents of AmeriCredit (which may such Financed Vehicles or by such other reasonable means as may, in the judgment of the Trustee or the Note Purchaser, be accomplished necessary or prudent; PROVIDED, HOWEVER, that if the Note Purchaser or the Trustee requests that the title documents be amended prior to the occurrence of a Servicer Termination Event, the Servicer shall carry out such action only to the extent that the out-of-pocket expenses of the Servicer shall be reimbursed by the use of a properly registered DBA name in Note Purchaser or the applicable jurisdiction)Noteholders, and the Trust Collateral Agent hereby accepts such appointmentrespectively.

Maintenance of Security Interests in Vehicles. (a) Consistent with the standards, policies and procedures required by this AgreementAgreement and the Credit and Collection Policy, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit (or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdictionTitled Third-Party Lender) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination EventEvent of Default, the Collateral Agent and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersCollateral Agent, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersCollateral Agent, be necessary or prudent. . (c) AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of a Rapid Amortization Event or a Servicer Event of Default, the Majority Owners may instruct the Collateral Agent and the Servicer to take or cause to be taken such action as may be necessary, in the opinion of counsel to the Majority Owners, to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may be necessary or prudent, in the opinion of counsel to the Majority Owners. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b2.5(c) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Transaction Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Purchaser as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, registering and re-registering refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust Purchaser, the Noteholder and the Insurer as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Purchaser, and the pledge thereof by the Purchaser to the Trustee is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustTrustee, each of the Trustee, the Servicer Noteholder, the Insurer and the Seller hereby agrees that the designation of AmeriCredit Seller or an Originating Affiliate TFC (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdictionas applicable) as the secured party on the Lien Certificate certificate of title is in its respect of the Seller's or TFC's capacity as Servicer or subservicer, respectively, as agent of the TrustTrustee for the benefit of the Noteholder and the Insurer. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as it is the Controlling Party) instruct the Trustee and the Servicer to take or cause to be taken, or, if the Insurer is not the Controlling Party, upon the occurrence of a Servicer Termination Event, the Trustee, and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Trustee on behalf of the Noteholder and the Insurer by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary or prudent. AmeriCredit The Seller hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit hereby appoints In addition, prior to the Trust Collateral Agent as its attorney-in-fact occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trustee and the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Controlling Party, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trustee on behalf of the Noteholder and stead the Insurer, including by amending the title documents of AmeriCredit (which may such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be accomplished necessary or prudent; PROVIDED, HOWEVER, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentControlling Party.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)AmeriCredit, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit’s designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this AgreementServicing Standard, the Servicer shall take such steps on behalf of the Trust Borrower as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Funding Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust Borrower as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Borrower is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustBorrower, the Servicer hereby agrees that the Seller's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is certificate of title shall be deemed in its capacity as Servicer as agent of the TrustSecured Parties and further agrees to hold such certificate of title as the agent and custodian of the Secured Parties. (b) Upon the occurrence of a Servicer Termination Event, the Funding Agent may instruct the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall to take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, may be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Borrower by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersRequired Banks, be necessary or prudent. AmeriCredit The Servicer hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit In addition, the Required Banks may instruct the Funding Agent and the Servicer to take or cause to be taken such action as may be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Borrower, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Required Banks, be necessary or prudent. The Servicer hereby appoints the Trust Collateral Funding Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit AFS pursuant to this Section 4.5(b5.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfectionincluding, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses)but not limited to, including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)Servicer, and the Trust Collateral Funding Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Master Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed VehicleVehicle on behalf of the Trust or as the Indenture Trustee[ or the Insurer (for so long as it is the Controlling Party)] shall reasonably request, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Owner Trustee, on behalf of the Trust, hereby authorizes the Master Servicer, and the Master Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer Seller hereby agrees to cause HAFC or any Affiliate of HAFC that is the seller under a Master Receivables Purchase Agreement, as applicable, to treat the designation of AmeriCredit HAFC or an Originating any Affiliate (which may be accomplished by of HAFC that is the use of seller under a properly registered DBA name in the applicable jurisdiction) Master Receivables Purchase Agreement, as applicable, as the secured party on the Lien Certificate is certificate of title as a designation in its capacity as Servicer as agent of the TrustTrust for such limited purpose. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the first priority security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and including the recording, registering, filing, re-recording, re-filing, filing and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent and the Indenture Trustee each hereby authorizes authorize the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest in the name of Paragon or the Seller on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that If the assignment of a Receivable to the Trust is insufficient, and the pledge of such Receivables to the Indenture Trustee are insufficient without a notation on the related Financed Vehicle’s 's certificate of title, title or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustIndenture Trustee, the Servicer hereby agrees that the Paragon's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the TrustIndenture Trustee, solely for purposes of providing perfection of the security interest therein. (b) Upon the occurrence of a Servicer Termination Trigger Event, the Note Insurer may instruct the Indenture Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall to take or cause to be taken such action as may, in the Opinion opinion of Counsel to the Majority NoteholdersNote Insurer, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Indenture Trustee by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel to the Majority NoteholdersNote Insurer, be necessary or prudent. AmeriCredit Paragon hereby agrees to pay all expenses related to such perfection or reperfection re- perfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of a Trigger Event, the Note Insurer may instruct the Indenture Trustee and the Servicer to take or cause to be taken such action as may, in the opinion of the Note Insurer, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Indenture Trustee, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of the Note Insurer, be necessary or prudent; provided, however, that if the Note Insurer requests that the title documents be amended prior to the occurrence of a Trigger Event, all out-of-pocket expenses of Paragon, the Servicer, the Trust or the Indenture Trustee in connection with such action shall be reimbursed to Paragon, the Servicer, the Trust or the Indenture Trustee, as applicable, by the Note Insurer. Each of Paragon and the Seller hereby appoints the Trust Collateral Agent Indenture Trustee as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit Paragon or the Seller, as applicable, pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses3.5(b), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by Paragon or the use of a properly registered DBA name in the applicable jurisdiction)Seller, as applicable, and the Trust Collateral Agent Indenture Trustee hereby accepts such appointment. Notwithstanding the foregoing, although the Indenture Trustee shall be required to execute documentation relating to the foregoing, the Indenture Trustee shall not be required to prepare any such documentation.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed VehicleVehicle on behalf of the Issuer, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Issuer hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust Issuer as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Issuer is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustIssuer, the Servicer hereby agrees that the Servicer's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the TrustIssuer. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Security Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Issuer and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Issuer and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersSecurity Insurer (or, if an Insurer Default shall have occurred and be continuing, counsel to the Administrative Agent), be necessary to perfect or re-perfect reperfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Issuer by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersSecurity Insurer or the Agent (as applicable), be necessary or prudent. AmeriCredit AFL hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints In addition, prior to the Trust Collateral Agent as its attorney-in-fact occurrence of an Insurance Agreement Event of Default, the Security Insurer may (unless an Insurer Default shall have occurred and be continuing) instruct the Issuer and the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Security Insurer, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Issuer, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Security Insurer, be necessary or prudent; PROVIDED, HOWEVER, that (unless an Insurer Default shall have occurred and stead be continuing) if the Security Insurer requests that the title documents be amended prior to the occurrence of AmeriCredit (which may an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Issuer in connection with such action shall be accomplished reimbursed to the Servicer or the Issuer, as applicable, by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentSecurity Insurer.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall will take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, including obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-re- registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Indenture Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the Triad's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) [Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as no Insurer Default has occurred and is continuing) instruct the Indenture Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default has occurred and is continuing,] upon the occurrence of a Servicer Termination Event, the Indenture Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall will take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit Triad hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Indenture Trustee in connection with such action will be reimbursed to the Servicer or the Indenture Trustee, as applicable, by the Controlling Party. Triad hereby appoints the Trust Collateral Agent Indenture Trustee as its attorney-in-fact to take execute certificates of title or any other documents, prepared by the Servicer, in the name and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) stead of Triad (it being understood that and agreed that the Trust Collateral Agent shall have Indenture Trustee has no obligation to take such steps with respect to all any perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to for which AmeriCredit Triad has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), ) and the Trust Collateral Agent Indenture Trustee hereby accepts such appointment. (c) Upon the occurrence of a Servicer Termination Event, at the option of the Controlling Party, Triad shall be terminated as Custodian and all original receivable contracts and related title documents must be transferred to a successor custodian acceptable to the Controlling Party.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall will take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, including obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Indenture Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the Triad's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as no Insurer Default has occurred and is continuing) instruct the Indenture Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default has occurred, upon the occurrence of a Servicer Termination Event, the Indenture Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall will take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit Triad hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Indenture Trustee in connection with such action will be reimbursed to the Servicer or the Indenture Trustee, as applicable, by the Controlling Party. Triad hereby appoints the Trust Collateral Agent Indenture Trustee as its attorney-in-fact to take execute certificates of title or any other documents, prepared by the Servicer, in the name and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) stead of Triad (it being understood that and agreed that the Trust Collateral Agent shall have Indenture Trustee has no obligation to take such steps with respect to all any perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit Triad has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), ) and the Trust Collateral Agent Indenture Trustee hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Borrower as are necessary to maintain perfection of the first priority security interest created by each Transferred Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and including the recording, registering, filing, re-recording, re-filing, filing and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Transferred Receivables. The Trust Borrower and the Collateral Agent (on behalf of the Secured Parties) each hereby authorizes authorize the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest in the name of Borrower or the Collateral Agent (on behalf of the Trust Secured Parties) as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that If the assignment of a Transferred Receivable to the Trust is insufficient, Borrower and the pledge of such Transferred Receivables to the Collateral Agent (on behalf of the Secured Parties) are insufficient without a notation on the related Financed Vehicle’s 's certificate of title, title or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustCollateral Agent (on behalf of the Secured Parties), the Servicer and Drive each hereby agrees that the Drive's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the TrustCollateral Agent (on behalf of the Secured Parties), solely for purposes of providing perfection of the security interest therein. (b) Upon the occurrence of a Servicer Facility Termination EventEvent pursuant to Section 14.1, the Agent may instruct the Collateral Agent and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall to take or cause to be taken such action as may, in the Opinion opinion of Counsel to the Majority NoteholdersAgent, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Transferred Receivables in the name of the Trust Collateral Agent (on behalf of the Secured Parties) by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel to the Majority NoteholdersAgent, be necessary or prudent. AmeriCredit Drive hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit Each of Drive and the Borrower hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit Drive or the Borrower, as applicable, pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses8.5(b), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by Drive or the use of a properly registered DBA name in the applicable jurisdiction)Borrower, as applicable, and the Trust Collateral Agent hereby accepts such appointment. Notwithstanding the foregoing, although the Collateral Agent shall be required to execute documentation relating to the foregoing, the Collateral Agent shall not be required to prepare any such documentation.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this AgreementRequired Standard of Care, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain TFC as the noted lienholder on each Financed Vehicle once such notation has occurred and maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, including obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, consistent with the Required Standard of Care, to take any and all steps reasonably necessary to re-perfect such security interest on behalf of the Trust Collateral Agent as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Collateral Agent is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that either TFC's or the Trust Collateral Agent's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then Controlling Party may instruct the Trust Collateral Agent) shall Agent and the Servicer to take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Collateral Agent by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit TFC hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default or Servicer Termination Event, the Controlling Party may instruct the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust Collateral Agent, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the -------- ------- title documents be amended prior to the occurrence of an Insurance Agreement Event of Default or a Servicer Termination Event, the out-of-pocket expenses of the Servicer in connection with such action shall be reimbursed to the Servicer by the Controlling Party. TFC hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit TFC pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)TFC, and the Trust Collateral Agent hereby accepts such appointment. Notwithstanding any provision of this Agreement to the contrary, the Trust Collateral Agent shall not have any duty or obligation to pay any of the expenses associated with perfecting or re-perfecting security interests in the Financed Vehicles.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by authorization of the Obligors and the recording, registering, filing, re-recording, re-filing, registering and re-registering refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the CPS's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Note Insurer may (so long as it is the Controlling Party) instruct the Trustee and the Servicer to take or cause to be taken or, if the Note Insurer is not the Controlling Party, upon the occurrence of a Servicer Termination Event, the Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken taken, such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary or prudent. AmeriCredit The opinions referenced in the previous sentence must be acceptable to the Note Insurer (unless an Insurer Default shall have occurred and be continuing). The Servicer hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit hereby appoints In addition, prior to the Trust Collateral Agent as its attorney-in-fact occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trustee and the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Controlling Party, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name and stead of AmeriCredit (which may the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be accomplished necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentControlling Party.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests -------- ------- that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit and CP Funding hereby appoints appoint the Trust Collateral Agent as its their attorney-in-fact to take any and all steps required to be performed by AmeriCredit or CP Funding pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfectionsteps, except as pursuant to the Basic Basis Documents to which it is a party and to which AmeriCredit has paid all expensesparty), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)or CP Funding, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this AgreementRequired Standard of Care, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain TFC as the noted lienholder on each Financed Vehicle once such notation has occurred and maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, including obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, consistent with the Required Standard of Care, to take any and all steps reasonably necessary to re-perfect such security interest on behalf of the Trust Collateral Agent as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Collateral Agent is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that either TFC's or the Trust Collateral Agent's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then Controlling Party may instruct the Trust Collateral Agent) shall Agent and the Servicer to take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Collateral Agent by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit TFC hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default or Servicer Termination Event, the Controlling Party may instruct the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re- perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust Collateral Agent, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the -------- ------- title documents be amended prior to the occurrence of an Insurance Agreement Event of Default or a Servicer Termination Event, the out-of-pocket expenses of the Servicer in connection with such action shall be reimbursed to the Servicer, by the Controlling Party. TFC hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit TFC pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)TFC, and the Trust Collateral Agent hereby accepts such appointment. Notwithstanding any provision of this Agreement to the contrary, the Trust Collateral Agent shall not have any duty or obligation to pay any of the expenses associated with perfecting or re- perfecting security interests in the Financed Vehicles.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit’s designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)AmeriCredit, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-re- registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)AmeriCredit, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the first priority security interest created by createdby each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and including the recording, registering, filing, re-recording, re-filing, filing and re-registering of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent and the Indenture Trustee each hereby authorizes authorize the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest in the name of Triad or the Company on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that If the assignment of a Receivable to the Trust is insufficient, and the pledge of such Receivables to the Indenture Trustee are insufficient without a notation on the related Financed Vehicle’s 's certificate of title, title or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustIndenture Trustee, the Servicer hereby agrees that the Triad's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the TrustIndenture Trustee, solely for purposes of providing perfection of the security interest therein. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Indenture Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersInsurer (so long as no Insurer Default has occurred and is continuing) or the Servicer (so long as an Insurer Default has occurred and is continuing), be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersInsurer (so long as no Insurer Default has occurred and is continuing) or the Servicer (so long as an Insurer Default has occurred and is continuing), be necessary or prudent. AmeriCredit . (c) Triad hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Indenture Trustee and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Indenture Trustee in connection with such action shall be reimbursed to the Servicer or the Indenture Trustee, as applicable, by the Controlling Party. Triad hereby appoints the Trust Collateral Agent Indenture Trustee as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit Triad pursuant to this Section 4.5(b3.5(c) (it being understood that and agreed that the Trust Collateral Agent Indenture Trustee shall have no obligation to take such steps with respect to all perfection or reperfectionsteps, except as pursuant to the Basic Related Documents to which it is a party and to which AmeriCredit has paid all expensesparty), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)Triad, and the Trust Collateral Agent Indenture Trustee hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the first priority security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and including the recording, registering, filing, re-recording, re-filing, filing and re-registering of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent and the Indenture Trustee each hereby authorizes authorize the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest in the name of Triad or the Company on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that If the assignment of a Receivable to the Trust is insufficient, and the pledge of such Receivables to the Indenture Trustee are insufficient without a notation on the related Financed Vehicle’s 's certificate of title, title or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustIndenture Trustee, the Servicer hereby agrees that the Triad's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the TrustIndenture Trustee, solely for purposes of providing perfection of the security interest therein. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Indenture Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersInsurer (so long as no Insurer Default has occurred and is continuing) or the Servicer (so long as an Insurer Default has occurred and is continuing), be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersInsurer (so long as no Insurer Default has occurred and is continuing) or the Servicer (so long as an Insurer Default has occurred and is continuing), be necessary or prudent. AmeriCredit . (c) Triad hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Indenture Trustee and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; PROVIDED, HOWEVER, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Indenture Trustee in connection with such action shall be reimbursed to the Servicer or the Indenture Trustee, as applicable, by the Controlling Party. Triad hereby appoints the Trust Collateral Agent Indenture Trustee as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit Triad pursuant to this Section 4.5(b3.5(c) (it being understood that and agreed that the Trust Collateral Agent Indenture Trustee shall have no obligation to take such steps with respect to all perfection or reperfectionsteps, except as pursuant to the Basic Related Documents to which it is a party and to which AmeriCredit has paid all expensesparty), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)Triad, and the Trust Collateral Agent Indenture Trustee hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Purchaser, the Note Purchasers and the Noteholders as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the authorization or execution by the Obligors and the recording, registering, filing, re-recording, re-filing, registering and re-registering filing of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust Purchaser and Trustee for the benefit of the Noteholders and Note Purchasers as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Purchaser, and the pledge thereof by the Purchaser to the Trustee for the benefit of the Noteholders and Note Purchasers is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustTrustee for the benefit of the Noteholders and the Note Purchasers, each of the Servicer Trustee and the Seller hereby agrees that the Seller's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its respect of the Seller's capacity as Servicer as agent of the TrustTrustee for the benefit of the Noteholders and the Note Purchasers. (b) Upon the occurrence and continuance of a Servicer Termination Event, the Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall be an expense of the Servicer and shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Trustee on behalf of the Noteholders and the Note Purchasers by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall be an expense of the Servicer and shall not be an expense of the Trustee, be necessary or prudent. AmeriCredit . (c) The Seller hereby agrees to pay all expenses related to such perfection or reperfection re-perfection in accordance with clauses (a) and (b) above and to take all action necessary therefor. AmeriCredit hereby appoints In addition, the Trust Collateral Agent as its attorney-in-fact Controlling Note Purchaser or the Trustee may instruct the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant taken, and the Servicer shall take or cause to this Section 4.5(b) (it being understood that and agreed that be taken, such action as may, in the Trust Collateral Agent shall have no obligation judgment of the Trustee or the Note Purchaser, be necessary to take such steps with respect to all perfection perfect or reperfection, except as pursuant to re-perfect the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents security interest in the Financed Vehicles underlying the Receivables in the name of the Trustee on behalf of the Noteholders and stead the Note Purchasers, including by amending the title documents of AmeriCredit (which may such Financed Vehicles or by such other reasonable means as may, in the judgment of the Trustee or the Controlling Note Purchaser, be accomplished necessary or prudent; PROVIDED, HOWEVER, that if the Controlling Note Purchaser or the Trustee requests that the title documents be amended prior to the occurrence of a Servicer Termination Event, the Servicer shall carry out such action only to the extent that the out-of-pocket expenses of the Servicer shall be reimbursed by the use of Note Purchasers or the Noteholders, respectively, on a properly registered DBA name in PRO RATA basis (based upon the applicable jurisdictionoutstanding Invested Amounts), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit (or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdictionTitled Third-Party Lender) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)AmeriCredit, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed VehicleVehicle on behalf of the Issuer, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Issuer hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust Issuer as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Issuer is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustIssuer, the Servicer hereby agrees that the Servicer's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the TrustIssuer. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Security Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Issuer and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Issuer and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersSecurity Insurer (or, if an Insurer Default shall have occurred and be continuing, counsel to the Agent), be necessary to perfect or re-perfect reperfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Issuer by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersSecurity Insurer or the Agent (as applicable), be necessary or prudent. AmeriCredit OFL hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints In addition, prior to the Trust Collateral Agent as its attorney-in-fact occurrence of an Insurance Agreement Event of Default, the Security Insurer may (unless an Insurer Default shall have occurred and be continuing) instruct the Issuer and the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Security Insurer, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Issuer, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Security Insurer, be necessary or prudent; PROVIDED, HOWEVER, that (unless an Insurer Default shall have occurred and stead be continuing) if the Security Insurer requests that the title documents be amended prior to the occurrence of AmeriCredit (which may an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Issuer in connection with such action shall be accomplished reimbursed to the Servicer or the Issuer, as applicable, by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentSecurity Insurer.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; PROVIDED, HOWEVER, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit and CP Funding hereby appoints appoint the Trust Collateral Agent as its their attorney-in-fact to take any and all steps required to be performed by AmeriCredit or CP Funding pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfectionsteps, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expensesparty), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)or CP Funding, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustTrustee, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the TrustTrustee. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Security Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Trustee by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trustee and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trustee, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; PROVIDED, HOWEVER, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent Trustee as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)AmeriCredit, and the Trust Collateral Agent Trustee hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit (or an Originating Affiliate (which may be accomplished by the use of or a properly registered DBA name in the applicable jurisdictionTitled Third-Party Lender) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred and is continuing, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Issuer as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Indenture Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust Issuer as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Issuer is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustIndenture Collateral Agent, the Servicer hereby agrees that the AFS's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the TrustIndenture Collateral Agent. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Security Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Issuer by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit AFS hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trustee and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Issuer, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; PROVIDED, HOWEVER, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the Controlling Party. AFS hereby appoints the Trust Collateral Agent Trustee as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit AFS pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses3.5(b), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)AFS, and the Trust Collateral Agent Trustee hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Issuer as are necessary to maintain perfection of the first priority security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-re- filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust Issuer as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Issuer is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a first priority security interest in the related Financed Vehicle in favor of the TrustTrustee, the Servicer hereby agrees that the applicable Seller's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the TrustTrustee. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Security Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Issuer by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit Each Seller hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trustee and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be reasonably necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Issuer, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the Controlling Party. Each Seller hereby appoints the Trust Collateral Agent Trustee as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit such Seller pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses3.5(b), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)such Seller, and the Trust Collateral Agent Trustee hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the first priority security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and including the recording, registering, filing, re-recording, re-filing, filing and re-registering of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent and the Indenture Trustee each hereby authorizes authorize the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest in the name of Triad or the Company on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that If the assignment of a Receivable to the Trust is insufficient, and the pledge of such Receivables to the Indenture Trustee are insufficient without a notation on the related Financed Vehicle’s 's certificate of title, title or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustIndenture Trustee, the Servicer hereby agrees that the Triad's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the TrustIndenture Trustee, solely for purposes of providing perfection of the security interest therein. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Indenture Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersInsurer (so long as no Insurer Default has occurred and is continuing) or the Servicer (so long as an Insurer Default has occurred and is continuing), be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersInsurer (so long as no Insurer Default has occurred and is continuing) or the Servicer (so long as an Insurer Default has occurred and is continuing), be necessary or prudent. AmeriCredit . (c) Triad hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Indenture Trustee and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Indenture Trustee in connection with such action shall be reimbursed to the Servicer or the Indenture Trustee, as applicable, by the Controlling Party. Triad hereby appoints the Trust Collateral Agent Indenture Trustee as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit Triad pursuant to this Section 4.5(b3.5(c) (it being understood that and agreed that the Trust Collateral Agent Indenture Trustee shall have no obligation to take such steps with respect to all perfection or reperfectionsteps, except as pursuant to the Basic Related Documents to which it is a party and to which AmeriCredit has paid all expensesparty), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)Triad, and the Trust Collateral Agent Indenture Trustee hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this AgreementRequired Standard of Care, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain TFC as the noted lienholder on each Financed Vehicle once such notation has occurred and maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, including obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, consistent with the Required Standard of Care, to take any and all steps reasonably necessary to re-perfect such security interest on behalf of the Trust Collateral Agent as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Collateral Agent is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that either TFC's or the Trust Collateral Agent's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then Controlling Party may instruct the Trust Collateral Agent) shall Agent and the Servicer to take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Collateral Agent by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit TFC hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default or Servicer Termination Event, the Controlling Party may instruct the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest 34 Sale and Servicing Agreement in the Financed Vehicles underlying the Receivables in the name of the Trust Collateral Agent, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default or a Servicer Termination Event, the out-of-pocket expenses of the Servicer in connection with such action shall be reimbursed to the Servicer by the Controlling Party. TFC hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit TFC pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)TFC, and the Trust Collateral Agent hereby accepts such appointment. Notwithstanding any provision of this Agreement to the contrary, the Trust Collateral Agent shall not have any duty or obligation to pay any of the expenses associated with perfecting or re-perfecting security interests in the Financed Vehicles.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit’s designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-re- filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests -------- ------- that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit and CP Funding hereby appoints appoint the Trust Collateral Agent as its their attorney-in-fact to take any and all steps required to be performed by AmeriCredit or CP Funding pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfectionsteps, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expensesparty), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)or CP Funding, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall will take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, including obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Indenture Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the New South's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination EventDefault and the termination of the Servicer pursuant to Section 9.2, the Indenture Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall will take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit The predecessor Servicer hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of a Servicer Default, the Controlling Party may instruct the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of a Servicer Default, the out-of-pocket expenses of the Servicer or the Indenture Trustee in connection with such action will be reimbursed to the Servicer or the Indenture Trustee, as applicable, by the Controlling Party. New South hereby appoints the Trust Collateral Agent Indenture Trustee as its attorney-in-fact to take execute certificates of title or any other documents, prepared by the Servicer, in the name and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) stead of New South (it being understood that and agreed that the Trust Collateral Agent shall have Indenture Trustee has no obligation to take such steps with respect to all any perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit New South has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), ) and the Trust Collateral Agent Indenture Trustee hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Purchaser as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the authorization or execution by the Obligors and the recording, registering, filing, re-recording, re-filing, registering and re-registering refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust Purchaser and the Noteholder as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Purchaser, and the pledge thereof by the Purchaser to the Trustee is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustTrustee, each of the Trustee, the Servicer Controlling Party and the Seller hereby agrees that the designation of AmeriCredit the Seller or an Originating Affiliate TFC (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as applicable), as the secured party on the Lien Certificate certificate of title is in its respect of the Seller's or TFC's capacity as Servicer or subservicer, respectively, as agent of the TrustTrustee for the benefit of the Noteholder. (b) Upon the occurrence of a an Event of Default or Servicer Termination Event, the Trustee, and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Trustee on behalf of the Noteholder by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary or prudent. AmeriCredit The Seller hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit hereby appoints In addition, prior to the Trust Collateral Agent as its attorney-in-fact occurrence of an Event of Default or a Servicer Termination Event, the Controlling Party may instruct the Trustee and the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Controlling Party, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name and stead of AmeriCredit (which the Trustee on behalf of the Noteholder, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; PROVIDED, HOWEVER, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Event of Default or a Servicer Termination Event, the Trustee or Servicer, as the case may be, shall carry out such action only to the extent that the out-of-pocket expenses of the Servicer or the Trustee, as the case may be, shall be accomplished reimbursed by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentControlling Party.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-recording, re-registering and refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the CPS's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) After the LSE Assumption Date, consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are customary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including but not limited to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, re-recording, re-registering and refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all reasonable steps to re-perfect or continue the perfection of such security interest on behalf of the Trust as customary because of the relocation of a Financed Vehicle (if LSE receives notice from the applicable motor vehicle registration authority) or for any other reason. (c) Upon the occurrence of an Insurance Agreement Event of Default, the Note Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary or prudent. AmeriCredit CPS hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit The Servicer hereby appoints the Trust Collateral Agent as its attorneyagrees to pay all expenses related to such perfection or re-in-fact perfection and to take any all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trustee and all steps required the Servicer to take or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Controlling Party, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name and stead of AmeriCredit (which may the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be accomplished necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentControlling Party.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the TrustTrust . (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests -------- ------- that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit and CP Funding hereby appoints appoint the Trust Collateral Agent as its their attorney-in-fact to take any and all steps required to be performed by AmeriCredit or CP Funding pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfectionsteps, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expensesparty), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)or CP Funding, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this AgreementRequired Standard of Care, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain TFC as the noted lienholder on each Financed Vehicle once such notation has occurred and maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, including obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, consistent with the Required Standard of Care, to take any and all steps reasonably necessary to re-perfect such security interest on behalf of the Trust Collateral Agent as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Collateral Agent is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that either TFC's or the Trust Collateral Agent's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then Controlling Party may instruct the Trust Collateral Agent) shall Agent and the Servicer to take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Collateral Agent by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit TFC hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default or Servicer Termination Event, the Controlling Party may instruct the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust Collateral Agent, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests -------- ------- that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default or a Servicer Termination Event, the out-of-pocket expenses of the Servicer in connection with such action shall be reimbursed to the Servicer, by the Controlling Party. TFC hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit TFC pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)TFC, and the Trust Collateral Agent hereby accepts such appointment. Notwithstanding any provision of this Agreement to the contrary, the Trust Collateral Agent shall not have any duty or obligation to pay any of the expenses associated with perfecting or re- perfecting security interests in the Financed Vehicles.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit (or an Originating Affiliate (which may be accomplished by the use of or a properly registered DBA name in the applicable jurisdictionTitled Third-Party Lender) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. Table of Contents AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)AmeriCredit, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created in the name of the Contributor by each Receivable in the related Financed VehicleVehicle on behalf of the Indenture Trustee, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Indenture Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust Indenture Trustee as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Indenture Trustee is insufficient, insufficient without a notation on the related Financed Vehicle’s certificate 's Certificate of titleTitle, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustIndenture Trustee, the Servicer hereby agrees parties hereto agree that the Contributor's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is of Title is, with respect to each secured party, as applicable, in its capacity as Servicer as agent of the TrustIndenture Trustee. The Servicer shall provide copies of all such filings to the Indenture Trustee, the Agent and the Custodian. If the Backup Servicer is acting as successor Servicer, it shall be reimbursed pursuant to Section 5.03(b) of the Indenture for any costs incurred by it in performing its duties pursuant to this Section 6.04. (b) Upon the occurrence of a Servicer Termination Event, Servicer Event of Default or Event of Default, the Servicer or the successor Servicer (if no the Servicer is Bay View Acceptance or a successor Servicer has been appointedto the business of Bay View Acceptance) (the "Original Servicer"), then at the Trust Collateral Agent) written direction of the Majority Holders, shall take or cause to be taken such action as may, in the Opinion judgment of Counsel to the Majority NoteholdersHolders, be necessary or desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Indenture Trustee on behalf of the Issuer and the Noteholders by amending the title documents of such Financed Vehicles or by such other reasonable means as may be necessary or prudent, and shall deliver to the Indenture Trustee any Custodian File or portion thereof that has been released by the Indenture Trustee to the Servicer and is then in the possession of the Servicer, including any original Certificates of Title. The Servicer shall, and if the Servicer has been removed or otherwise fails to, the Contributor shall pay or reimburse all costs and expenses related to such perfection or re-perfection (the "Reliening Expenses") on demand. If the Servicer is the Backup Servicer or any other Person acting in the capacity of successor Servicer, upon the occurrence of a Termination Event, Servicer Event of Default or Event of Default, such successor Servicer at the written direction of the Majority Holders shall take or cause to be taken such action as may, in the opinion of counsel to the Agent, which opinion shall be an expense of the Majority Holders (but shall be reimbursable to the Majority Holders in accordance with the Indenture), be necessary or desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Indenture Trustee on behalf of the Issuer and the Noteholders by amending the title documents of such Financed Vehicles or by such other reasonable means as may, as set forth in such opinion of counsel to the Agent, be necessary or prudent and shall deliver to the Indenture Trustee any Custodian File or portion thereof that has been released by the Indenture Trustee to the Servicer and is then in the Opinion possession of Counsel the Servicer, including any original Certificates of Title. The Original Servicer shall pay or reimburse all Reliening Expenses on demand. If such successor Servicer is the Backup Servicer, such successor Servicer may, if it so chooses, attempt to employ a third party to perform the perfection and re-perfection duties under this Section 6.04(b) either prior to, or after the occurrence of, a Termination Event, Servicer Event of Default or Event of Default and, if after making reasonable efforts to employ such a third party such successor Servicer is unable to enter into an agreement with such a third party to perform such duties, the Agent shall identify and employ a third party to perform the perfection and re-perfection duties under this Section 6.04(b) and such successor Servicer shall only be required to provide such reasonable cooperation and assistance to such third party as may be necessary in connection with the perfection and re-perfection duties under this Section 6.04(b). In any case, such successor Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance, or cooperating and assisting in the performance, of any of the duties under this Section 6.04(b) if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it prior to the expenditure or risk of such funds or incurrence of financial liability. In addition, prior to the occurrence of a Termination Event, Servicer Event of Default or Event of Default, the Agent may instruct the Servicer to take or cause to be taken such action, and instruct the Indenture Trustee to use its best efforts to cooperate and assist the Servicer with any such action, as may, in the judgment of the Majority Holders or the Agent, be reasonably necessary to perfect or re-perfect the security interest in the Financed Vehicles securing the Receivables in the name of the Indenture Trustee on behalf of the Issuer and the Noteholders, including by amending the Certificates of Title related to such Financed Vehicles to reflect the security interest of the Indenture Trustee in the related Financed Vehicle or by such other reasonable means as may be necessary or prudent. AmeriCredit The Servicer hereby agrees to pay all expenses related to such perfection or reperfection makes, constitutes and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent Indenture Trustee acting through its duly appointed officers or any of them, its true and lawful attorney, for it and in its name and on its behalf, for the sole and exclusive purpose of authorizing said attorney to execute and deliver as its attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to show the Indenture Trustee as lienholder or secured party on the Certificate of Title relating to a Financed Vehicle. Notwithstanding anything herein to the contrary, the Indenture Trustee shall be under no obligation to file or prepare financing statements or continuation statements, or to take any and all steps required action or to be performed by AmeriCredit pursuant execute any further documents or instruments in order to this Section 4.5(b) (it create, preserve or perfect the security interest granter hereunder, such obligations being understood that and agreed that solely the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to obligations of the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentServicer.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering reregistering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)AmeriCredit, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Issuer as are necessary to maintain perfection of the Trustee, on behalf of the Noteholders and the Note Insurer, in the security interest in each Receivable and the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, including obtaining the execution by the Obligors and the recording, registering, filing, re-re- recording, re-filing, filing and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee and the Issuer hereby authorizes authorize the Servicer, and the Servicer agrees, to take any and all steps necessary to perfect or re-perfect such security interest on behalf of the Trust Issuer as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that If the assignment of a Receivable to the Trust Issuer is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustTrustee, the Servicer and Reliance each hereby agrees agree that the designation of AmeriCredit Reliance or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) Originator as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the TrustTrustee, solely for purposes of providing perfection of the security interest therein. (b) Upon the occurrence of a Servicer Termination EventCollateral Perfection Trigger, the Controlling Party may instruct the Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall to take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be reasonably necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Trustee by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be reasonably necessary or prudent. AmeriCredit Reliance hereby agrees to pay promptly all expenses related to such perfection or reperfection re-perfection or naming of the Trustee as the secured party and to take promptly all action necessary therefor. AmeriCredit In addition, prior to the occurrence of a Collateral Perfection Trigger, the Controlling Party may instruct the Trustee and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be reasonably necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trustee, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be reasonably necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of a Collateral Perfection Trigger, all out-of-pocket expenses of Reliance, the Issuer, the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the Controlling Party. Reliance hereby appoints the Trust Collateral Agent Trustee as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit Reliance pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses3.5(b), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)Reliance, and the Trust Collateral Agent Trustee hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, rerecording, re-filing, re-recording, re-filing, registering and re-registering refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-re- perfect or continue the perfection of such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the CPS's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Credit Enhancer may (so long as a Credit Enhancer Default shall not have occurred and be continuing) instruct the Trustee and the Servicer to take or cause to be taken, or, if a Credit Enhancer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary or prudent. AmeriCredit CPS hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit The Servicer hereby appoints the Trust Collateral Agent as its attorney-in-fact agrees to pay all expenses related to such perfection or reperfection and to take any all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trustee and all steps required the Servicer to take or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Controlling Party, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests (unless a Credit Enhancer Default shall have occurred and stead be continuing) that the title documents be amended prior to the occurrence of AmeriCredit (which may an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be accomplished reimbursed to the Servicer or the Trustee, as applicable, by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentControlling Party.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit (or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdictionTitled Third-Party Lender) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrust Collateral Agent, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrust Collateral Agent, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Event of Default or Servicer Termination Event, the Class A Majority, the Class B Majority and the Class C Majority, acting together, may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Class A Majority, the Class B Majority and the Class C Majority, acting together, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Class A Majority, the Class B Majority and the Class C Majority, acting together, as the case may be, be necessary or prudent. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Purchaser as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, registering and re-registering refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust Purchaser, the Noteholders and the Insurer as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Purchaser, and the pledge thereof by the Purchaser to the Trustee is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustTrustee, each of the Trustee, the Servicer Noteholders, the Insurer and the Seller hereby agrees that the Seller's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its respect of the Seller's capacity as Servicer as agent of the TrustTrustee for the benefit of the Noteholders and the Insurer. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trustee and the Servicer to take or cause to be taken, or, if the Insurer is not the Controlling Party, upon the occurrence of a Servicer Termination Event, the Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Trustee on behalf of the Noteholders and the Insurer by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary or prudent. AmeriCredit The Seller hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit hereby appoints In addition, prior to the Trust Collateral Agent as its attorney-in-fact occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trustee and the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Controlling Party, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trustee on behalf of the Noteholders and stead the Insurer, including by amending the title documents of AmeriCredit (which may such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be accomplished necessary or prudent; PROVIDED, HOWEVER, that if the Controlling Party requests that the title documents be amended prior to the occurrence and continuation of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentControlling Party.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit the Originator[s] (or an Originating Affiliate (which may be accomplished by the use of or a properly registered DBA name in the applicable jurisdictionTitled Third-Party Lender) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)AmeriCredit, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) a. Consistent with the policies Servicing Policy and procedures as required by this Agreement, the Servicer shall take such steps on behalf of the Trust Owner and each Secured Party as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the authorization or execution by the Obligors and the recording, registering, filing, re-recording, re-filing, registering and re-registering filing of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Administrative Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust Collateral Agent for the benefit of the Secured Parties as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to Owner, and the Trust pledge thereof by Owner to the Collateral Agent for the benefit of the Secured Parties is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustCollateral Agent for the benefit of the Secured Parties, each of the Administrative Agent and Servicer hereby agrees that the designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) Xxxxxxxx Financial as the secured party on the Lien Certificate certificate of title is in its respect of Xxxxxxxx Financial’ s capacity as Servicer as agent of the TrustCollateral Agent for the benefit of the Secured Parties. (b) b. Servicer shall not release the Financed Vehicle securing any Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or repossession or other liquidation of the Financed Vehicle, nor shall Servicer impair the rights of the Secured Parties or the Collateral Agent in such Receivables, nor shall Servicer amend or otherwise modify a Receivable, except as permitted in accordance with Section 3.01(d). c. Upon the occurrence and continuance of a Default, Servicer Termination Default, Event of Default, Tier II Trigger Event or Regulatory Trigger Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersAdministrative Agent, which opinion shall be an expense of Servicer and shall not be an expense of the Administrative Agent, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Collateral Agent on behalf of the Secured Parties by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersAdministrative Agent, which opinion shall be an expense of Servicer and shall not be an expense of the Administrative Agent, be necessary, advisable or prudent; provided, however, that if the Administrative Agent requests that the title documents be amended prior to the occurrence of a Servicer Default, Servicer shall carry out such action only to the extent that such amendments are necessary or prudentadvisable to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Collateral Agent on behalf of the Secured Parties. AmeriCredit If a Default, Event of Default, Tier 1 Collateral Performance Trigger Event or Regulatory Trigger Event shall occur, at the request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to promptly file (and in no event more than thirty (30 days following such request (the “Re-Titling Deadline”)) applications with the appropriate Governmental Authority to re-title the Lien Certificates related to any Approved Seller Receivables so that the Borrower is reflected as senior lien holder on the related Certificate of Title. d. Servicer hereby agrees to pay all expenses related to such perfection or reperfection re-perfection in accordance with clauses (a) and (c) above and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Purchaser, the Administrative Agent, the Collateral Agent and the Lenders as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the authorization or execution by the Obligors and the recording, registering, filing, re-recording, re-filing, registering and re-registering filing of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Administrative Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust Purchaser and Collateral Agent for the benefit of the Secured Parties as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Purchaser, and the pledge thereof by the Purchaser to the Collateral Agent for the benefit of the Secured Parties is insufficient, without a notation on the related Financed Vehicle’s certificate of titleLien Certificate, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustCollateral Agent for the benefit of the Secured Parties, each of the Servicer Administrative Agent and the Seller hereby agrees that the designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) Seller as the secured party on the Lien Certificate is in its respect of the Seller’s capacity as Servicer and as agent of the TrustCollateral Agent for the benefit of the Secured Parties. (b) Upon the occurrence and continuance of a Servicer Termination Event, the Collateral Agent and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersAdministrative Agent, which opinion shall be an expense of the Servicer and shall not be an expense of the Administrative Agent, the Collateral Agent or any Lender, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Collateral Agent on behalf of the Secured Parties by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersAdministrative Agent, which opinion shall be an expense of the Servicer and shall not be an expense of the Administrative Agent or any Lender, be necessary or prudent. AmeriCredit . (c) The Seller hereby agrees to pay all expenses related to such perfection or reperfection re-perfection in accordance with clauses (a) and (b) above and to take all action necessary therefor. AmeriCredit hereby appoints In addition, the Trust Collateral Administrative Agent as its attorney-in-fact may instruct the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant taken, and the Servicer shall take or cause to this Section 4.5(b) (it being understood that and agreed that be taken, such action as may, in the Trust Collateral Agent shall have no obligation judgment of the Administrative Agent, be necessary to take such steps with respect to all perfection perfect or reperfection, except as pursuant to re-perfect the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents security interest in the Financed Vehicles underlying the Receivables in the name and stead of AmeriCredit (which may the Collateral Agent on behalf of the Secured Parties, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the judgment of the Administrative Agent, be accomplished necessary or prudent; provided, however, that if the Administrative Agent requests that the title documents be amended prior to the occurrence of a Servicer Termination Event, the Servicer shall carry out such action only to the extent that the reasonable out-of-pocket expenses of the Servicer shall be reimbursed by the use of Administrative Agent or the Lenders, respectively, on a properly registered DBA name in pro rata basis (based upon the applicable jurisdictionoutstanding Invested Amounts), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created in the name of the Contributor by each Receivable in the related Financed VehicleVehicle on behalf of the Indenture Trustee, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recordingrerecording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Indenture Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust Indenture Trustee as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Indenture Trustee is insufficient, insufficient without a notation on the related Financed Vehicle’s certificate 's Certificate of titleTitle, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustIndenture Trustee, the Servicer hereby agrees parties hereto agree that the Contributor's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is of Title is, with respect to each secured party, as applicable, in its capacity as Servicer as agent of the TrustIndenture Trustee. The Servicer shall provide copies of all such filings to the Indenture Trustee, the Agent and the Custodian. If the Backup Servicer is acting as successor Servicer, it shall be reimbursed pursuant to Section 5.03(b) of the Indenture for any costs incurred by it in performing its duties pursuant to this Section 6.04. (b) Upon the occurrence of a Servicer Termination Event, Servicer Event of Default or Event of Default, the Servicer or the successor Servicer (if no the Servicer is Bay View Acceptance or a successor Servicer has been appointedto the business of Bay View Acceptance) (the "Original Servicer"), then at the Trust Collateral Agent) written direction of the Majority Holders, shall take or cause to be taken such action as may, in the Opinion judgment of Counsel to the Majority NoteholdersHolders, be necessary or desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Indenture Trustee on behalf of the Issuer and the Noteholders by amending the title documents of such Financed Vehicles or by such other reasonable means as may be necessary or prudent, and shall deliver to the Indenture Trustee any Custodian File or portion thereof that has been released by the Indenture Trustee to the Servicer and is then in the possession of the Servicer, including any original Certificates of Title. The Servicer shall, and if the Servicer has been removed or otherwise fails to, the Contributor shall pay or reimburse all costs and expenses related to such perfection or re-perfection (the "Reliening Expenses") on demand. If the Servicer is the Backup Servicer or any other Person acting in the capacity of successor Servicer, upon the occurrence of a Termination Event, Servicer Event of Default or Event of Default, such successor Servicer at the written direction of the Majority Holders shall take or cause to be taken such action as may, in the opinion of counsel to the Agent, which opinion shall be an expense of the Majority Holders (but shall be reimbursable to the Majority Holders in accordance with the Indenture), be necessary or desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Indenture Trustee on behalf of the Issuer and the Noteholders by amending the title documents of such Financed Vehicles or by such other reasonable means as may, as set forth in such opinion of counsel to the Agent, be necessary or prudent and shall deliver to the Indenture Trustee any Custodian File or portion thereof that has been released by the Indenture Trustee to the Servicer and is then in the Opinion possession of Counsel the Servicer, including any original Certificates of Title. The Original Servicer shall pay or reimburse all Reliening Expenses on demand. If such successor Servicer is the Backup Servicer, such successor Servicer may, if it so chooses, attempt to employ a third party to perform the perfection and re-perfection duties under this Section 6.04(b) either prior to, or after the occurrence of, a Termination Event, Servicer Event of Default or Event of Default and, if after making reasonable efforts to employ such a third party such successor Servicer is unable to enter into an agreement with such a third party to perform such duties, the Agent shall identify and employ a third party to perform the perfection and re-perfection duties under this Section 6.04(b) and such successor Servicer shall only be required to provide such reasonable cooperation and assistance to such third party as may be necessary in connection with the perfection and re-perfection duties under this Section 6.04(b). In any case, such successor Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance, or cooperating and assisting in the performance, of any of the duties under this Section 6.04(b) if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it prior to the expenditure or risk of such funds or incurrence of financial liability. In addition, prior to the occurrence of a Termination Event, Servicer Event of Default or Event of Default, the Agent may instruct the Servicer to take or cause to be taken such action, and instruct the Indenture Trustee to use its best efforts to cooperate and assist the Servicer with any such action, as may, in the judgment of the Majority Holders or the Agent, be reasonably necessary to perfect or re-perfect the security interest in the Financed Vehicles securing the Receivables in the name of the Indenture Trustee on behalf of the Issuer and the Noteholders, including by amending the Certificates of Title related to such Financed Vehicles to reflect the security interest of the Indenture Trustee in the related Financed Vehicle or by such other reasonable means as may be necessary or prudent. AmeriCredit The Servicer hereby agrees to pay all expenses related to such perfection or reperfection makes, constitutes and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent Indenture Trustee acting through its duly appointed officers or any of them, its true and lawful attorney, for it and in its name and on its behalf, for the sole and exclusive purpose of authorizing said attorney to execute and deliver as its attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to show the Indenture Trustee as lienholder or secured party on the Certificate of Title relating to a Financed Vehicle. Notwithstanding anything herein to the contrary, the Indenture Trustee shall be under no obligation to file or prepare financing statements or continuation statements, or to take any and all steps required action or to be performed by AmeriCredit pursuant execute any further documents or instruments in order to this Section 4.5(b) (it create, preserve or perfect the security interest granter hereunder, such obligations being understood that and agreed that solely the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to obligations of the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentServicer.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust and Trust Collateral Agent (on behalf of the Insurer and the Noteholders) hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust and the Trust Collateral Agent (on behalf of the Insurer and the Noteholders) as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust and the pledge thereof to the Trust Collateral Agent (on behalf of the Insurer and the Noteholders), the filing of UCC financing statements all as provided herein, is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustTrust and the pledge thereof to the Trust Collateral Agent (on behalf of the Insurer and the Noteholders), the Servicer hereby agrees that the each Contributing Subsidiary's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as an agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit Mercury Finance hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; PROVIDED, HOWEVER, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. Mercury Finance hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit Mercury Finance pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit Mercury Finance has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), Mercury Finance and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit’s designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which Back to Contents AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Issuer as are necessary to maintain perfection of the first priority security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust Issuer as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Issuer is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a first priority security interest in the related Financed Vehicle in favor of the TrustTrustee, the Servicer hereby agrees that the applicable Seller's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the TrustTrustee. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Security Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Issuer by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit Each Seller hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trustee and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be reasonably necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Issuer, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the Controlling Party. Each Seller hereby appoints the Trust Collateral Agent Trustee as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit such Seller pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses3.5(b), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)such Seller, and the Trust Collateral Agent Trustee hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Purchaser as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, registering and re-registering refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust Purchaser, the Noteholder and the Insurer as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Purchaser, and the pledge thereof by the Purchaser to the Trustee is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustTrustee, each of the Trustee, the Servicer Noteholder, the Insurer and the Seller hereby agrees that the Seller's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its respect of the Seller's capacity as Servicer as agent of the TrustTrustee for the benefit of the Noteholder and the Insurer. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as it is the Controlling Party) instruct the Trustee and the Servicer to take or cause to be taken, or, if the Insurer is not the Controlling Party, upon the occurrence of a Servicer Termination Event, the Trustee, and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Trustee on behalf of the Noteholder and the Insurer by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary or prudent. AmeriCredit The Seller hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit hereby appoints In addition, prior to the Trust Collateral Agent as its attorney-in-fact occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trustee and the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Controlling Party, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trustee on behalf of the Noteholder and stead the Insurer, including by amending the title documents of AmeriCredit (which may such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be accomplished necessary or prudent; PROVIDED, HOWEVER, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentControlling Party.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the Seller’s designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred and be continuing, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit UACC hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Trust Collateral Agent and the Servicer in connection with such action shall be reimbursed to the Trust Collateral Agent and the Servicer by the Controlling Party. The Seller hereby appoints the Trust Collateral Agent and the Servicer as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit the Seller pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent and the Servicer shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit UACC or the Seller has paid all expenses), including execution of the Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), Seller and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall will take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, including obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Indenture Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the Triad's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default or a Trigger Event, the Insurer may (so long as no Insurer Default has occurred and is continuing) instruct the Indenture Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default has occurred, upon the occurrence of a Servicer Termination Event, the Indenture Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall will take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit Triad hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Indenture Trustee in connection with such action will be reimbursed to the Servicer or the Indenture Trustee, as applicable, by the Controlling Party. Triad hereby appoints the Trust Collateral Agent Indenture Trustee as its attorney-in-fact to take execute certificates of title or any other documents, prepared by the Servicer, in the name and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) stead of Triad (it being understood that and agreed that the Trust Collateral Agent shall have Indenture Trustee has no obligation to take such steps with respect to all any perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit Triad has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), ) and the Trust Collateral Agent Indenture Trustee hereby accepts such appointment. (c) Upon the occurrence of a Servicer Termination Event, at the option of the Insurer, Triad shall be terminated as Custodian and all original receivable contracts and related title documents must be transferred to a successor custodian acceptable to the Insurer.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable Contract in the related Financed VehicleVehicle with respect to each Receivable, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective ReceivablesContracts. The Trust Servicer shall take all action required under Section 2.1 and 2.6 of the Security Agreement with respect to the notation of Contracts and the marking of records of the Trust. The Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Agent may instruct the Collateral Agent and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall to take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersAgent, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersAgent, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title -------- ------- documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit and CP Funding hereby appoints appoint the Trust Collateral Agent as its their attorney-in-fact to take any and all steps required to be performed by AmeriCredit or CP Funding pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfectionsteps, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expensesparty), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)or CP Funding, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit’s designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority Noteholders, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction)AmeriCredit, and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit (or an Originating Affiliate (which may be accomplished by the use of or a properly registered DBA name in the applicable jurisdictionTitled Third-Party Lender) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the AmeriCredit's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) Agent and the Servicer shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersControlling Party, be necessary or prudent. AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates certificates of title or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

Maintenance of Security Interests in Vehicles. (a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable Contract in the related Financed VehicleVehicle with respect to each Receivable, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective ReceivablesContracts. The Trust Servicer (so long as AmeriCredit is the Servicer) shall take all action required under Section 2.1 and 2.6 of the Security Agreement with respect to the notation of Contracts and the marking of records of the Trust. The Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust and that to the extent any Originating Affiliate or Titled Third Party Lender is designated as the secured party on the Lien Certificate, AmeriCredit shall enforce its rights through such Originating Affiliate or Titled Third Party Lender, in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of a Servicer Termination and Amortization Event, the Note Insurer may instruct the Collateral Agent and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall to take or cause to be taken such action as may, in the Opinion discretion of Counsel to the Majority NoteholdersNote Insurer, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles to name the Collateral Agent on behalf of the Secured Parties as lienholder or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersNote Insurer, be necessary or prudent. AmeriCredit hereby agrees Any costs associated with such retitling shall be paid by the Servicer and to the extent not so paid, the Note Insurer shall have the option to pay all expenses related such costs and shall be entitled to such perfection or reperfection and to take all action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit reimbursement therefor pursuant to this Section 4.5(b2.3(a)(ix) (it being understood that of the Security Agreement and agreed that the Trust Collateral Agent shall have no obligation to take not be responsible for any such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentcosts.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, registering and re-registering refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the CPS's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its capacity as Servicer as agent of the Trust. (b) Upon the occurrence of an Insurance Agreement Event of Default, the Note Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred, upon the occurrence of a Servicer Termination Event, the Trustee and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary or prudent. AmeriCredit The Servicer hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit hereby appoints In addition, prior to the Trust Collateral Agent as its attorney-in-fact occurrence of an Insurance Agreement Event of Default, the Controlling Party may instruct the Trustee and the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Controlling Party, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name and stead of AmeriCredit (which may the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Controlling Party, be accomplished necessary or prudent; provided, however, that if the Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentControlling Party.

Maintenance of Security Interests in Vehicles. (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust Purchaser as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, including but not limited to, to obtaining the authorization or execution by the Obligors and the recording, registering, filing, re-recording, re-filing, registering and re-registering refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Trust Purchaser and the Noteholder as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust Purchaser, and the pledge thereof by the Purchaser to the Trustee is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the TrustTrustee, each of the Servicer Trustee and the Seller hereby agrees that the Seller's designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate certificate of title is in its respect of the Seller's capacity as Servicer as agent of the TrustTrustee for the benefit of the Noteholder. (b) Upon the occurrence of a Servicer Termination Event, the Trustee, and the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust Trustee on behalf of the Noteholder by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion opinion of Counsel counsel to the Majority NoteholdersTrustee, which opinion shall not be an expense of the Trustee, be necessary or prudent. AmeriCredit The Seller hereby agrees to pay all expenses related to such perfection or reperfection re-perfection and to take all action necessary therefor. AmeriCredit hereby appoints In addition, the Trust Collateral Agent as its attorney-in-fact Noteholder may instruct the Trustee and the Servicer to take any and all steps required or cause to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that taken such action as may, in the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant opinion of counsel to the Basic Documents Noteholder, be necessary to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates perfect or any other documents re-perfect the security interest in the Financed Vehicles underlying the Receivables in the name and stead of AmeriCredit (which the Trustee on behalf of the Noteholder, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Noteholder, be necessary or prudent; PROVIDED, HOWEVER, that if the Noteholder requests that the title documents be amended prior to the occurrence of a Servicer Termination Event, the Trustee or Servicer, as the case may be, shall carry out such action only to the extent that the out-of-pocket expenses of the Servicer or the Trustee, as the case may be, shall be accomplished reimbursed by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointmentNoteholder.