Common use of Separate Business Clause in Contracts

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor shall at all times (a) to the extent the Debtor’s office is located in the offices of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMC, pay fair market rent for its executive office space located in such offices, (b) maintain the Debtor’s books, financial statements, accounting records and other trust documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC or any other entity, (d) act solely in its own name and through its own authorized officers and agents, (e) make investments directly or by brokers engaged and paid by the Debtor or its agents (provided that if any such agent is an Affiliate of the Debtor it shall be compensated at a fair market rate for its services), (f) separately manage its liabilities from those of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit may pay the organizational expenses of the Debtor, and (g) pay from the Debtor’s assets all obligations and indebtedness of any kind incurred by the Debtor. The Debtor shall abide by all trust formalities, and the Debtor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor and its assets and liabilities. The Debtor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMC, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate of AmeriCredit or AMC and (iv) not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC. The officers of the Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted by the Trust Agreement as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (ai) to the ----------------- extent the Debtor’s Transferor's office is located in the offices of AmeriCredit, AMC CompuCom or any Affiliate of AmeriCredit or AMCCompuCom, pay fair market rent for its executive office space located in such officesthe offices of CompuCom or any Affiliate of CompuCom, (bii) maintain the Debtor’s Transferor's books, financial statements, accounting records and other trust corporate documents and records separate sepa- rate from those of AmeriCredit, AMC CompuCom or any other entity, (ciii) not commingle the Debtor’s Transferor's assets with those of AmeriCredit, AMC CompuCom or any other entity, (div) act solely in its own corporate name and through its own authorized officers and agents, (ev) make investments directly or by brokers engaged and paid by the Debtor Transferor or its agents (provided that if any such agent is an Affiliate of the Debtor CompuCom it shall -------- be compensated at a fair market rate for its services), (fvi) separately manage its the Transferor's liabilities from those of AmeriCredit, AMC CompuCom or any Affiliates of AmeriCredit or AMC CompuCom and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit may pay the organizational expenses of the Debtor, and (gvii) pay from the Debtor’s Transferor's assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP generally accepted accounting principles in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilitiesnot incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregate, (ii) not assume the liabilities of AmeriCredit, AMC CompuCom or any Affiliate of AmeriCredit or AMCCompuCom, and (iii) not lend funds make loans to or extend credit to AmeriCredit, AMC guarantee the liabilities of CompuCom or any Affiliate of AmeriCredit or AMC and (iv) not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMCCompuCom. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted by the Trust Agreement as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (a) to the extent the DebtorTransferor’s office is located in the offices of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, pay fair market rent for its executive office space located in the offices of such officesParent Group Member, (b) have at all times at least one member of its board of directors which is not and has never been an employee, officer or director of any Parent Group Member or of any major creditor of any Parent Group Member and is a person who is and has experience with asset securitization, (c) ​ 91 ​ maintain the DebtorTransferor’s books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC Parent Group Member or any other entity, (d) not commingle the Transferor’s assets with those of any Parent Group Member or any other entity, (e) act solely in its own corporate name and through its own authorized officers and agents, (ef) make investments directly or by brokers engaged and paid by the Debtor or Transferor its agents (provided that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (fg) separately manage its the Transferor’s liabilities from those of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit the Seller may pay the organizational expenses of the DebtorTransferor, and (gh) pay from the DebtorTransferor’s assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of AmeriCredit or AMC Receivables thereunder and (iv) not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMCParent Group Member. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated as indicated by any controlling entity. The Debtor Transferor shall not engage in any business not permitted by the Trust Agreement its Certificate of Incorporation as in effect on the 2013 Closing Date.. The Transferor shall maintain its Certificate of Incorporation and By-Laws in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(r) of this Agreement; and (2) its Certificate of Incorporation, at all times that this Agreement is in effect, provides for not less than ten (10) days’ prior written notice to each Administrative Agent of the removal, replacement or appointment of any director that is to serve as an Independent Director for purposes of this Agreement and the condition precedent to giving effect to any such replacement or appointment that each Administrative Agent shall have determined in its reasonable judgment acting in good faith that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director”. The Transferor shall, in addition to the foregoing, take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinions issued by Arent Fox LLP, as counsel for the Transferor, in connection with the Effective Date and relating to “non-consolidation” issues and “true sale” issues, and in the certificates accompanying such opinions, remain true and correct in all material respects at all times. ​

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (a) to the extent the Debtor’s Transferor's office is located in the offices of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, pay fair market rent for its executive office space located in the offices of such officesParent Group Member, (b) have at all times at least one member of its board of directors which is not and has never been an employee, officer or director of any Parent Group Member or of any major creditor of any Parent Group Member and is a person who is and has experience with asset securitization, (c) maintain the Debtor’s Transferor's books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC Parent Group Member or any other entity, (d) not commingle the Transferor's assets with those of any Parent Group Member or any other entity, (e) act solely in its own corporate name and through its own authorized officers and agents, (ef) make investments directly or by brokers engaged and paid by the Debtor or Transferor its agents (provided that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (fg) separately manage its the Transferor's liabilities from those of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit the Seller may pay the organizational expenses of the DebtorTransferor, and (gh) pay from the Debtor’s Transferor's assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of AmeriCredit or AMC Receivables thereunder and (iv) not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMCParent Group Member. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated indicated by any controlling entity. The Debtor Transferor shall not engage in any business not permitted by the Trust Agreement its Certificate of Incorporation as in effect on the Closing Date. The Transferor shall, in addition to the foregoing, take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinions issued by Arent Fox Kintner Plotkin & Kahn, as counsel for the Transferor, in connection xxxx xxe xxxxxxg ox xxitial Transfer under this Agreement and relating to "non-consolidation" issues and "true sale" issues, and in the certificates accompanying such opinions, remain true and correct in all material respects at all times.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor shall at all times (a) to the extent the Debtor’s 's office is located in the offices of AmeriCredit, AMC UAC or any Affiliate of AmeriCredit or AMCUAC, pay fair market rent for its executive office space located in such officesthe offices of UAC or any Affiliate of UAC, (b) maintain the Debtor’s 's books, financial statements, accounting records and other trust corporate documents and records records, as applicable, separate from those of AmeriCredit, AMC UAC or any other entity, (c) not commingle the Debtor’s 's assets with those of AmeriCredit, AMC UAC or any other entity, entity (it being understood that certain Collections on Receivables owned by the Debtor may be temporarily commingled with collections on other receivables serviced by UAC); (d) act solely in its own corporate name and through its own authorized officers and agents, (e) make investments directly or by brokers engaged and paid by the Debtor or its agents (provided that if any such agent Agent is an Affiliate of the Debtor it shall be compensated at a fair market rate for its services), (f) separately manage its the Debtor's liabilities from those of AmeriCredit, AMC UAC or any Affiliates of AmeriCredit or AMC UAC and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit may pay the organizational expenses of the Debtor, and (g) pay from the Debtor’s 's assets all obligations and indebtedness of any kind incurred by the Debtor. The Debtor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor shall cause its financial statements to be prepared in accordance accor dance with GAAP generally accepted accounting principles in a manner that indicates the separate existence of the Debtor and its assets and liabilities. The Debtor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC UAC or any Affiliate of AmeriCredit or AMC, UAC and (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate of AmeriCredit or AMC and (iv) not guarantee the liabilities of AmeriCredit, AMC UAC or any Affiliates Affiliate of AmeriCredit or AMCUAC. The officers and directors of the Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted by the Trust Agreement as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (a) to the extent the Debtor’s Transferor's office is located in the offices of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, pay fair market rent for its executive office space located in the offices of such officesParent Group Member, (b) have at all times at least one member of its board of directors which is not and has never been an employee, officer or director of any Parent Group Member or of any major creditor of any Parent Group Member and is a person who is and has experience with asset securitization, (c) maintain the Debtor’s Transferor's books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC Parent Group Member or any other entity, (d) not commingle the Transferor's assets with those of any Parent Group Member or any other entity, (e) act solely in its own corporate name and through its own authorized officers and agents, (ef) make investments directly or by brokers engaged and paid by the Debtor or Transferor its agents (provided that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (fg) separately manage its the Transferor's liabilities from those of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit the Seller may pay the organizational expenses of the DebtorTransferor, and (gh) pay from the Debtor’s Transferor's assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP generally accepted accounting principles in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of AmeriCredit or AMC Receivables thereunder and (iv) not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMCParent Group Member. The officers of the Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted by the Trust Agreement as in effect on the Closing Date.and

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (a) to the extent the Debtor’s Transferor's office is located in the offices of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, pay fair market rent for its executive office space located in the offices of such officesParent Group Member, (b) have at all times at least one member of its board of directors which is not and has never been an employee, officer or director of any Parent Group Member or of any major creditor of any Parent Group Member and is a person who is and has experience with asset securitization, (c) maintain the Debtor’s Transferor's books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC Parent Group Member or any other entity, (d) not commingle the Transferor's assets with those of any Parent Group Member or any other entity, (e) act solely in its own corporate name and through its own authorized officers and agents, (ef) make investments directly or by brokers engaged and paid by the Debtor or Transferor its agents (provided that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (fg) separately manage its the Transferor's liabilities from those of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit the Seller may pay the organizational expenses of the DebtorTransferor, and (gh) pay from the Debtor’s Transferor's assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of 61 60 current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP generally accepted accounting principles in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of AmeriCredit or AMC Receivables thereunder and (iv) not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMCParent Group Member. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated indicated by any controlling entity. The Debtor Transferor shall not engage in any business not permitted by the Trust Agreement its Certificate of Incorporation as in effect on the Closing Date. The Transferor shall, in addition to the foregoing, take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinions issued by Arent Fox Kintxxx Xxxtxxx & Xahn, xx counsel for the Transferor, in connection with the closing or initial Transfer under this Agreement and relating to "non-consolidation" issues and "true sale" issues, and in the certificates accompanying such opinions, remain true and correct in all material respects at all times.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (a) to the extent the DebtorTransferor’s office is located in the offices of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, pay fair market rent for its executive office space located in the offices of such officesParent Group Member, (b) have at all times at least one member of its board of directors which is not and has never been an employee, officer or director of any Parent Group Member or of any major creditor of any Parent Group Member and is a person who is and has experience with asset securitization, (c) maintain the DebtorTransferor’s books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC Parent Group Member or any other entity, (d) not commingle the Transferor’s assets with those of any Parent Group Member or any other entity, (e) act solely in its own corporate name and through its own authorized officers and agents, (ef) make investments directly or by brokers engaged and paid by the Debtor or Transferor its agents (provided that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (fg) separately manage its the Transferor’s liabilities from those of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit the Seller may pay the organizational expenses of the DebtorTransferor, and (gh) pay from the DebtorTransferor’s assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of AmeriCredit or AMC Receivables thereunder and (iv) not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMCParent Group Member. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated as indicated by any controlling entity. The Debtor Transferor shall not engage in any business not permitted by the Trust Agreement its Certificate of Incorporation as in effect on the 2013 Closing Date.. The Transferor shall maintain ​ ​ ​ ​ its Certificate of Incorporation and By-Laws in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(r) of this Agreement; and (2) its Certificate of Incorporation, at all times that this Agreement is in effect, provides for not less than ten (10) days’ prior written notice to each Administrative Agent of the removal, replacement or appointment of any director that is to serve as an Independent Director for purposes of this Agreement and the condition precedent to giving effect to any such replacement or appointment that each Administrative Agent shall have determined in its reasonable judgment acting in good faith that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director”. The Transferor shall, in addition to the foregoing, take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinions issued by Arent Fox LLP, as counsel for the Transferor, in connection with the Effective Date and relating to “non-consolidation” issues and “true sale” issues, and in the certificates accompanying such opinions, remain true and correct in all material respects at all times. ​

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor shall at all times (a) to the extent the Debtor’s 's office is located in the offices of AmeriCredit, AMC UAC or any Affiliate of AmeriCredit or AMCUAC, pay fair market rent for its executive office space located in such officesthe offices of UAC or any Affiliate of UAC, (b) maintain the Debtor’s 's books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC UAC or any other entity, (c) not commingle the Debtor’s 's assets with those of AmeriCredit, AMC UAC or any other entity, entity (it being understood that certain Collections on Receivables owned by the Debtor may be temporarily commingled with collections on other receivables serviced by UAC); (d) act solely in its own corporate name and through its own authorized autho rized officers and agents, (e) make investments directly or by brokers engaged and paid by the Debtor or its agents (provided that if any such agent Agent is an Affiliate of the Debtor it shall be compensated at a fair market rate for its services), (f) separately manage its the Debtor's liabilities from those of AmeriCredit, AMC UAC or any Affiliates of AmeriCredit or AMC UAC and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit may pay the organizational expenses of the Debtor, and (g) pay from the Debtor’s 's assets all obligations and indebtedness of any kind incurred by the Debtor. The Debtor shall abide by all trust corporate formalities, includ ing the maintenance of current minute books, and the Debtor shall cause its financial statements to be prepared in accordance with GAAP generally accepted accounting princi ples in a manner that indicates the separate existence of the Debtor and its assets and liabilities. The Debtor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC UAC or any Affiliate of AmeriCredit or AMCUAC, and (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate of AmeriCredit or AMC and (iv) not guarantee the liabilities of AmeriCredit, AMC UAC or any Affiliates Affiliate of AmeriCredit or AMCUAC. The officers and directors of the Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted by the Trust Agreement as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (a) to the extent the DebtorTransferor’s office is located in the offices of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, pay fair market rent for its executive office space located in the offices of such officesParent Group Member, (b) have at all times at least one member of its board of directors which is not and has never been an employee, officer or director of any Parent Group Member or of any major creditor of any Parent Group Member and is a person who is and has experience with asset securitization, (c) maintain the DebtorTransferor’s books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC Parent Group Member or any other entity, (d) not commingle the Transferor’s assets with those of any Parent Group Member or any other entity, (e) act solely in its own corporate name and through its own authorized officers and agents, (ef) make investments directly or by brokers engaged and paid by the Debtor or Transferor its agents (provided that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (fg) separately manage its the Transferor’s liabilities from those of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit the Seller may pay the organizational expenses of the DebtorTransferor, and (gh) pay from the DebtorTransferor’s assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of AmeriCredit or AMC Receivables thereunder and (iv) not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMCParent Group Member. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated indicated by any controlling entity. The Debtor Transferor shall not engage in any business not permitted by the Trust Agreement its Certificate of Incorporation as in effect on the 2013 Closing Date.. The Transferor shall maintain its Certificate of Incorporation and By-Laws in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(r) of this Agreement; and

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (a) to the extent the Debtor’s Transferor's office is located in the offices of AmeriCredit, AMC Stone Container or any Affiliate of AmeriCredit or AMCStone Container, pay fair market rent rent, for its executive office space located in such officesthe offices of Stone Container or any Affiliate of Stone Container, (b) maintain the Debtor’s Transferor's books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC Stone Container or any other entity, (c) not commingle the Debtor’s Transferor's assets with those of AmeriCredit, AMC Stone Container or any other entity, (d) act solely in its own corporate name and through its own authorized officers and agents, (e) make investments directly or by brokers engaged and paid by the Debtor Transferor or its agents (provided that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (f) separately manage its the Transferor's liabilities from those of AmeriCredit, AMC Stone Container or any Affiliates of AmeriCredit or AMC Stone Container and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit Stone Container may pay the organizational expenses of the DebtorTransferor, and (g) pay from the Debtor’s Transferor's assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP generally accepted accounting principles in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall pay (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC Stone Container or any Affiliate of AmeriCredit or AMCStone Container, and (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate of AmeriCredit or AMC and (iv) not guarantee the liabilities of AmeriCredit, AMC Stone Container or any Affiliates of AmeriCredit or AMCStone Container. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted by the Trust Agreement as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (a) to the extent the Debtor’s Transferor's office is located in the offices of AmeriCredit, AMC Xxxxxx or any Affiliate of AmeriCredit or AMCXxxxxx, pay fair market rent for its executive office space located in such officesthe offices of Xxxxxx or any Affiliate of Xxxxxx, (b) maintain the Debtor’s Transferor's books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC Xxxxxx or any other entity, (c) not commingle the Debtor’s Transferor's assets with those of AmeriCredit, AMC Xxxxxx or any other entity; provided that the foregoing restriction shall not preclude the Transferor from lending its excess cash balances to Xxxxxx for investment (which may include inter-affiliate loans made by Xxxxxx) by Xxxxxx on a pooled basis as part of the cash management system maintained by Xxxxxx for its consolidated group so long as all such transactions are properly reflected on the books and records of the Transferor and Xxxxxx, (d) act solely in its own corporate name and through its own authorized officers and agents, (e) make investments directly or by brokers engaged and paid by the Debtor Transferor or its agents (provided that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (f) separately manage its the Transferor's liabilities from those of AmeriCredit, AMC Xxxxxx or any Affiliates affiliates of AmeriCredit or AMC Xxxxxx and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit Xxxxxx may pay the organizational expenses of the DebtorTransferor, and (g) pay from the Debtor’s Transferor's assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP generally accepted accounting principles in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC Xxxxxx or any Affiliate affiliate of AmeriCredit or AMCXxxxxx, and (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate of AmeriCredit or AMC and (iv) not guarantee the liabilities of AmeriCredit, AMC Xxxxxx or any Affiliates affiliates of AmeriCredit or AMCXxxxxx. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated by any controlling con trolling entity. The Debtor shall not engage in any business not permitted by the Trust Agreement as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (a) to the extent the DebtorTransferor’s office is located in the offices of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, pay fair market rent for its executive office space located in the offices of such officesParent Group Member, (b) have at all times at least one member of its board of directors which is not and has never been an employee, officer or director of any Parent Group Member or of any major creditor of any Parent Group Member and is a person who is and has experience with asset securitization, (c) maintain the DebtorTransferor’s books, financial statements, accounting records and other trust corporate documents and records 37 separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC Parent Group Member or any other entity, (d) not commingle the Transferor’s assets with those of any Parent Group Member or any other entity, (e) act solely in its own corporate name and through its own authorized officers and agents, (ef) make investments directly or by brokers engaged and paid by the Debtor or Transferor its agents (provided that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (fg) separately manage its the Transferor’s liabilities from those of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit the Seller may pay the organizational expenses of the DebtorTransferor, and (gh) pay from the DebtorTransferor’s assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of AmeriCredit or AMC Receivables thereunder and (iv) not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMCParent Group Member. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated indicated by any controlling entity. The Debtor Transferor shall not engage in any business not permitted by the Trust Agreement its Certificate of Incorporation as in effect on the Closing Date. The Transferor shall maintain its Certificate of Incorporation and By-Laws in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(t) of this Agreement; and (2) its Certificate of Incorporation, at all times that this Agreement is in effect, provides for not less than ten (10) days’ prior written notice to each Administrative Agent of the removal, replacement or appointment of any director that is to serve as an Independent Director for purposes of this Agreement and the condition precedent to giving effect to any such replacement or appointment that each Administrative Agent shall have determined in its reasonable judgment acting in good faith that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director”. The Transferor shall, in addition to the foregoing, take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinions issued by Arent Fox LLP, as counsel for the Transferor, in connection with the Effective Date and relating to “non-consolidation” issues and “true sale” issues, and in the certificates accompanying such opinions, remain true and correct in all material respects at all times.

Separate Business. (a) The Debtor shall be a limited purpose ----------------- entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMCAMTN, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor shall at all times (a) to the extent the Debtor’s 's office is located in the offices of AmeriCredit, AMC AMTN or any Affiliate of AmeriCredit or AMCAMTN, pay fair market rent for its executive office space located in such offices, (b) maintain the Debtor’s 's books, financial statements, accounting records and other trust documents and records separate from those of AmeriCredit, AMC AMTN or any other entity, (c) not commingle the Debtor’s 's assets with those of AmeriCredit, AMC AMTN or any other entity, (d) act solely in its own name and through its own authorized officers and agents, (e) make investments directly or by brokers engaged and paid by the Debtor or its agents (provided that if any such agent is -------- an Affiliate of the Debtor it shall be compensated at a fair market rate for its services), (f) separately manage its liabilities from those of AmeriCredit, AMC AMTN or any Affiliates of AmeriCredit or AMC AMTN and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit may pay the organizational expenses of the Debtor, and (g) pay from the Debtor’s 's assets all obligations and indebtedness of any kind incurred by the Debtor. The Debtor shall abide by all trust formalities, and the Debtor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor and its assets and liabilities. The Debtor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC AMTN or any Affiliate of AmeriCredit or AMCAMTN, (iii) not lend funds or extend credit to AmeriCredit, AMC AMTN or any Affiliate of AmeriCredit or AMC AMTN and (iv) not guarantee the liabilities of AmeriCredit, AMC AMTN or any Affiliates of AmeriCredit or AMCAMTN. The officers of the Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted by the Trust Agreement as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (ai) to the extent the Debtor’s Transferor's office is located in the offices of AmeriCredit, AMC the Seller or any Affiliate of AmeriCredit or AMCthe Seller, pay fair market rent for its executive office space located in such officesthe offices of the Seller or any Affiliate of the Seller, (bii) have at all times a member of its board of directors which is not and has never been an employee, officer or director of the Seller or any Affiliate of the Seller or of any major creditor of the Seller or any Affiliate of the Seller and is a person who is familiar and has experience with asset securitization, (iii) maintain the Debtor’s Transferor's books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC the Seller or any other entity, (civ) not commingle the Debtor’s Transferor's assets with those of AmeriCredit, AMC the Seller or any other entity, (dv) act solely in its own corporate name and through its own authorized officers and agents, (evi) make investments directly or by brokers engaged and paid by the Debtor Transferor or its agents (provided that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (fvii) separately manage its the Transferor's liabilities from those of AmeriCredit, AMC the Seller or any Affiliates of AmeriCredit or AMC the Seller and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit the Seller may pay the organizational expenses of the DebtorTransferor, and (gviii) pay from the Debtor’s Transferor's assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (iA) pay all its liabilities, (iiB) not assume the liabilities of AmeriCredit, AMC the Seller or any Affiliate of AmeriCredit or AMCthe Seller, (iiiC) not lend funds or extend credit to AmeriCredit, AMC the Seller or any Affiliate affiliate of AmeriCredit or AMC the Seller except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (ivD) not guarantee the liabilities of AmeriCredit, AMC the Seller or any Affiliates of AmeriCredit or AMCthe Seller. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated by any controlling entity. The Debtor Transferor shall not engage in any business not permitted by the Trust Agreement its Certificate of Incorporation as in effect on the Closing Date, or as amended in accordance with Section 5.1(l).

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMCAMTN, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor shall at all times (a) to the extent the Debtor’s 's office is located in the offices of AmeriCredit, AMC AMTN or any Affiliate of AmeriCredit or AMCAMTN, pay fair market rent for its executive office space located in such offices, (b) maintain the Debtor’s 's books, financial statements, accounting records and other trust documents and records separate from those of AmeriCredit, AMC AMTN or any other entity, (c) not commingle the Debtor’s 's assets with those of AmeriCredit, AMC AMTN or any other entity, (d) act solely in its own name and through its own authorized officers and agents, (e) make investments directly or by brokers engaged and paid by the Debtor or its agents (provided PROVIDED that if any such agent is an Affiliate of the Debtor it shall be compensated at a fair market rate for its services), (f) separately manage its liabilities from those of AmeriCredit, AMC AMTN or any Affiliates of AmeriCredit or AMC AMTN and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit may pay the organizational expenses of the Debtor, and (g) pay from the Debtor’s 's assets all obligations and indebtedness of any kind incurred by the Debtor. The Debtor shall abide by all trust formalities, and the Debtor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor and its assets and liabilities. The Debtor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC AMTN or any Affiliate of AmeriCredit or AMCAMTN, (iii) not lend funds or extend credit to AmeriCredit, AMC AMTN or any Affiliate of AmeriCredit or AMC AMTN and (iv) not guarantee the liabilities of AmeriCredit, AMC AMTN or any Affiliates of AmeriCredit or AMCAMTN. The officers of the Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted by the Trust Agreement as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited purpose entity ----------------- whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMCAMTN, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor shall at all times (a) to the extent the Debtor’s 's office is located in the offices of AmeriCredit, AMC AMTN or any Affiliate of AmeriCredit or AMCAMTN, pay fair market rent for its executive office space located in such offices, (b) maintain the Debtor’s 's books, financial statements, accounting records and other trust documents and records separate from those of AmeriCredit, AMC AMTN or any other entity, (c) not commingle the Debtor’s 's assets with those of AmeriCredit, AMC AMTN or any other entity, (d) act solely in its own name and through its own authorized officers and agents, (e) make investments directly or by brokers engaged and paid by the Debtor or its agents (provided that if any such agent is an Affiliate of the Debtor it shall -------- be compensated at a fair market rate for its services), (f) separately manage its liabilities from those of AmeriCredit, AMC AMTN or any Affiliates of AmeriCredit or AMC AMTN and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit may pay the organizational expenses of the Debtor, and (g) pay from the Debtor’s 's assets all obligations and indebtedness of any kind incurred by the Debtor. The Debtor shall abide by all trust formalities, and the Debtor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor and its assets and liabilities. The Debtor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC AMTN or any Affiliate of AmeriCredit or AMCAMTN, (iii) not lend funds or extend credit to AmeriCredit, AMC AMTN or any Affiliate of AmeriCredit or AMC AMTN and (iv) not guarantee the liabilities of AmeriCredit, AMC AMTN or any Affiliates of AmeriCredit or AMCAMTN. The officers of the Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted by the Trust Agreement as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMCAFC II, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor shall at all times (a) to the extent the Debtor’s 's office is located in the offices of AmeriCredit, AMC AFC II or any Affiliate of AmeriCredit or AMCAFC II, pay fair market rent for its executive office space located in such offices, (b) maintain the Debtor’s 's books, financial statements, accounting records and other trust documents and records separate from those of AmeriCredit, AMC AFC II or any other entity, (c) not commingle the Debtor’s 's assets with those of AmeriCredit, AMC AFC II or any other entity, (d) act solely in its own name and through its own authorized officers and agents, (e) make investments directly or by brokers engaged and paid by the Debtor or its agents (provided PROVIDED that if any such agent is an Affiliate of the Debtor it shall be compensated at a fair market rate for its services), (f) separately manage its liabilities from those of AmeriCredit, AMC AFC II or any Affiliates of AmeriCredit or AMC AFC II and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit may pay the organizational expenses of the Debtor, and (g) pay from the Debtor’s 's assets all obligations and indebtedness of any kind incurred by the Debtor. The Debtor shall abide by all trust formalities, and the Debtor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor and its assets and liabilities. The Debtor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC AFC II or any Affiliate of AmeriCredit or AMCAFC II, (iii) not lend funds or extend credit to AmeriCredit, AMC AFC II or any Affiliate of AmeriCredit or AMC AFC II and (iv) not guarantee the liabilities of AmeriCredit, AMC AFC II or any Affiliates of AmeriCredit or AMCAFC II. The officers of the Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted by the Trust Agreement as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Each Pledgor shall at all times (a) to the extent the Debtor’s such Pledgor's office is located in the offices of AmeriCredit, AMC the Seller or any Affiliate of AmeriCredit or AMCthe Seller, pay fair market rent for its executive office space located in such officesthe offices of the Seller or any Affiliate of the Seller, (b) have at all times at least two managers which are not employees, officers or directors of the Seller or any Affiliate of the Seller or of any major creditor of the Seller or any Affiliate of the Seller and are persons who are familiar and have experience with asset securitization, (c) maintain the Debtor’s such Pledgor's books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC Seller or any other entity, (d) not commingle such Pledgor's assets with those of the Seller or any other entity, (e) act solely in its own corporate name and through its own authorized officers and agents, (ef) make investments directly or by brokers engaged and paid by the Debtor such Pledgor or its agents (provided that if any such agent is an Affiliate of the Debtor such Pledgor it shall be compensated at a fair market rate for its services), (fg) separately manage its such Pledgor's liabilities from those of AmeriCredit, AMC the Seller or any Affiliates of AmeriCredit or AMC the Seller and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit Parent may pay the organizational expenses of the Debtorsuch Pledgor, and (gh) pay from the Debtor’s such Pledgor's assets all obligations and indebtedness of any kind incurred by the Debtorsuch Pledgor. The Debtor Each Pledgor shall abide by all trust limited partnership formalities, including the maintenance of current minute books, and the Debtor such Pledgor shall cause its financial statements to be prepared in accordance with GAAP generally accepted accounting principles in a manner that indicates the separate existence of the Debtor such Pledgor and its assets and liabilities. The Debtor Each Pledgor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC the Seller or any Affiliate of AmeriCredit or AMCthe Seller, (iii) not lend funds or extend credit to AmeriCredit, AMC the Seller or any Affiliate affiliate of AmeriCredit or AMC the Seller except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee guaranty the liabilities of AmeriCredit, AMC the Seller or any Affiliates of AmeriCredit or AMC. The officers the Seller other than, in the case of the Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted a guaranty by the Trust Agreement as in effect on Qualifying Pledgor, the Closing Date.Operating Lease

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (a) to the extent the DebtorTransferor’s office is located in the offices of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, pay fair market rent for its executive office space located in the offices of such officesParent Group Member, (b) have at all times at least one member of its board of directors which is not and has never been an employee, officer or director of any Parent Group Member or of any major creditor of any Parent Group Member and is a person who is and has experience with asset securitization, (c) maintain the DebtorTransferor’s books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC Parent Group Member or any other entity, (d) not commingle the Transferor’s assets with those of any Parent Group Member or any other entity, (e) act solely in its own corporate name and through its own authorized officers and agents, (ef) make investments directly or by brokers engaged and paid by the Debtor or Transferor its agents (provided that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (fg) separately manage its the Transferor’s liabilities from those of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit the Seller may pay the organizational expenses of the DebtorTransferor, and (gh) pay from the DebtorTransferor’s assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of AmeriCredit or AMC Receivables thereunder and (iv) not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMCParent Group Member. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated indicated by any controlling entity. The Debtor Transferor shall not engage in any business not permitted by the Trust Agreement its Certificate of Incorporation as in effect on the Closing Date. The Transferor shall maintain its Certificate of Incorporation and By-Laws in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(r) of this Agreement; and (2) its Certificate of Incorporation, at all times that this Agreement is in effect, provides for not less than ten (10) days’ prior written notice to each Administrative Agent of the removal, replacement or appointment of any director that is to serve as an Independent Director for purposes of this Agreement and the condition precedent to giving effect to any such replacement or appointment that each Administrative Agent shall have determined in its reasonable judgment acting in good faith that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director”. The Transferor shall, in addition to the foregoing, take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinions issued by Arent Fox LLP, as counsel for the Transferor, in connection with the Effective Date and relating to “non-consolidation” issues and “true sale” issues, and in the certificates accompanying such opinions, remain true and correct in all material respects at all times.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (a) to the extent the DebtorTransferor’s office is located in the offices of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, pay fair market rent for its executive office space located in the offices of such officesParent Group Member, (b) have at all times at least one member of its board of directors which is not and has never been an employee, officer or director of any Parent Group Member or of any major creditor of any Parent Group Member and is a person who is and has experience with asset securitization, (c) ​ ​ ​ maintain the DebtorTransferor’s books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC Parent Group Member or any other entity, (d) not commingle the Transferor’s assets with those of any Parent Group Member or any other entity, (e) act solely in its own corporate name and through its own authorized officers and agents, (ef) make investments directly or by brokers engaged and paid by the Debtor or Transferor its agents (provided that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (fg) separately manage its the Transferor’s liabilities from those of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit the Seller may pay the organizational expenses of the DebtorTransferor, and (gh) pay from the DebtorTransferor’s assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of AmeriCredit or AMC Receivables thereunder and (iv) not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMCParent Group Member. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated as indicated by any controlling entity. The Debtor Transferor shall not engage in any business not permitted by the Trust Agreement its Certificate of Incorporation as in effect on the 2013 Closing Date.. The Transferor shall maintain its Certificate of Incorporation and By-Laws in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(r) of this Agreement; and (2) its Certificate of Incorporation, at all times that this Agreement is in effect, provides for not less than ten (10) days’ prior written notice to each Administrative Agent of the removal, replacement or appointment of any director that is to serve as an Independent Director for purposes of this Agreement and the condition precedent to giving effect to any such replacement or appointment that each Administrative Agent shall have determined in its reasonable judgment acting in good faith that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director”. The Transferor shall, in addition to the foregoing, take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinions issued by Arent Fox LLP, as counsel for the Transferor, in connection with the Effective Date and relating to “non-consolidation” issues and “true sale” issues, and in the certificates accompanying such opinions, remain true and correct in all material respects at all times. ​

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (a) to the extent the DebtorTransferor’s office is located in the offices of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, pay fair market rent for its executive office space located in the offices of such officesParent Group Member, (b) have at all times at least one member of its board of directors which is not and has never been an employee, officer or director of any Parent Group Member or of any major creditor of any Parent Group Member and is a person who is and has experience with asset securitization, (c) maintain the DebtorTransferor’s books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC Parent Group Member or any other entity, (d) not commingle the Transferor’s assets with those of any Parent Group Member or any other entity, (e) act solely in its own corporate name and through its own authorized officers and agents, (ef) make investments directly or by brokers engaged and paid by the Debtor or Transferor its agents (provided that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (fg) separately manage its the Transferor’s liabilities from those of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit the Seller may pay the organizational expenses of the DebtorTransferor, and (gh) pay from the DebtorTransferor’s assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate Parent Group Member ​ ​ except pursuant to the Receivables Purchase Agreement in connection with the purchase of AmeriCredit or AMC Receivables thereunder and (iv) not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMCParent Group Member. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated as indicated by any controlling entity. The Debtor Transferor shall not engage in any business not permitted by the Trust Agreement its Certificate of Incorporation as in effect on the 2013 Closing Date.. The Transferor shall maintain its Certificate of Incorporation and By-Laws in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(r) of this Agreement; and (2) its Certificate of Incorporation, at all times that this Agreement is in effect, provides for not less than ten (10) days’ prior written notice to each Administrative Agent of the removal, replacement or appointment of any director that is to serve as an Independent Director for purposes of this Agreement and the condition precedent to giving effect to any such replacement or appointment that each Administrative Agent shall have determined in its reasonable judgment acting in good faith that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director”. The Transferor shall, in addition to the foregoing, take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinions issued by Arent Fox LLP, as counsel for the Transferor, in connection with the Effective Date and relating to “non-consolidation” issues and “true sale” issues, and in the certificates accompanying such opinions, remain true and correct in all material respects at all times. ​

Separate Business. (a) The Debtor shall Transferor will be a limited purpose entity whose primary activities are restricted in the Trust Agreement its certificate of formation or limited liability company agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMCthe Parent, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor Transferor shall not create any Subsidiaries or divisions. The Debtor shall Transferor will not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times times, except as otherwise permitted hereby, (a) to pay its expenses, (b) have at all times at least one member of its board of directors which is not and has never been an employee, officer or director of the extent the Debtor’s office is located in the offices of AmeriCredit, AMC Parent or any Affiliate of AmeriCredit the Parent or AMC, pay fair market rent for its executive office space located in such officesof any creditor of the Parent or any Affiliate of the Parent and are persons who are familiar and have experience with asset securitization, (bc) maintain the Debtor’s Transferor's books, financial statements, accounting records and other trust limited liability company documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC Parent or any other entity, (d) not commingle the Transferor's assets with those of the Parent or any other entity, (e) act solely in its own limited liability company name and through its own authorized officers and agents, (ef) make investments directly or by brokers engaged and paid by the Debtor Transferor or its agents (provided PROVIDED that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (fg) separately manage its the Transferor's liabilities from those of AmeriCredit, AMC the Parent or any Affiliates of AmeriCredit or AMC the Parent and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit the Parent may pay the organizational expenses of the DebtorTransferor, and (gh) pay from the Debtor’s Transferor's assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust limited liability company formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC the Parent or any Affiliate of AmeriCredit or AMCthe Parent, (iii) not lend funds or extend credit to AmeriCredit, AMC the Parent or any Affiliate affiliate of AmeriCredit or AMC the Parent except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of AmeriCredit, AMC the Parent or any Affiliates of AmeriCredit or AMCthe Parent. The officers and directors of the Debtor board of directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated by any controlling entity. The Debtor Transferor shall not engage in any business not permitted by the Trust Agreement its certificate of formation or limited liability company agreement as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor shall at all times (a) to the extent the Debtor’s 's office is located in the offices of AmeriCredit, AMC UAC or any Affiliate of AmeriCredit or AMCUAC, pay fair market rent for its executive office space located in such officesthe offices of UAC or any Affiliate of UAC, (b) maintain the Debtor’s 's books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC UAC or any other entity, (c) not commingle the Debtor’s 's assets with those of AmeriCredit, AMC UAC or any other entity, entity (it being understood that certain Collections on Receivables owned by the Debtor may be temporarily commingled with collections on other receivables serviced by UAC); (d) act solely in its own corporate name and through its own authorized officers and agents, (e) make investments directly or by brokers engaged and paid by the Debtor or its agents (provided that if any such agent Agent is an Affiliate of the Debtor it shall be compensated at a fair market rate for its services), (f) separately manage its the Debtor's liabilities from those of AmeriCredit, AMC UAC or any Affiliates of AmeriCredit or AMC UAC and pay its own liabilitiesliabil ities, including all administrative expenses, from its own separate assets, except that AmeriCredit may pay the organizational expenses of the Debtor, and (g) pay from the Debtor’s 's assets all obligations and indebtedness of any kind incurred by the Debtor. The Debtor shall abide by all trust corporate formalities, including the mainte xxxxx of current minute books, and the Debtor shall cause its financial statements to be prepared in accordance with GAAP generally accepted accounting principles in a manner that indicates the separate existence of the Debtor and its assets and liabilities. The Debtor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC UAC or any Affiliate Affil iate of AmeriCredit or AMCUAC, and (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate of AmeriCredit or AMC and (iv) not guarantee the liabilities of AmeriCredit, AMC UAC or any Affiliates Affiliate of AmeriCredit or AMCUAC. The officers and directors of the Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted by the Trust Agreement as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Each Pledgor shall at all times (a) to the extent the Debtor’s such Pledgor's office is located in the offices of AmeriCredit, AMC the Seller or any Affiliate of AmeriCredit or AMCthe Seller, pay fair market rent for its executive office space located in such officesthe offices of the Seller or any Affiliate of the Seller, (b) have at all times at least two managers which are not employees, officers or directors of the Seller or any Affiliate of the Seller or of any major creditor of the Seller or any Affiliate of the Seller and are persons who are familiar and have experience with asset securitization, (c) maintain the Debtor’s such Pledgor's books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC Seller or any other entity, (d) not commingle such Pledgor's assets with those of the Seller or any other entity, (e) act solely in its own corporate name and through its own authorized officers and agents, (ef) make investments directly or by brokers engaged and paid by the Debtor such Pledgor or its agents (provided that if any such agent is an Affiliate of the Debtor such Pledgor it shall be compensated at a fair market rate for its services), (fg) separately manage its such Pledgor's liabilities from those of AmeriCredit, AMC the Seller or any Affiliates of AmeriCredit or AMC the Seller and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit Parent may pay the organizational expenses of the Debtorsuch Pledgor, and (gh) pay from the Debtor’s such Pledgor's assets all obligations and indebtedness of any kind incurred by the Debtorsuch Pledgor. The Debtor Each Pledgor shall abide by all trust limited partnership formalities, including the maintenance of current minute books, and the Debtor such Pledgor shall cause its financial statements to be prepared in accordance with GAAP generally accepted accounting principles in a manner that indicates the separate existence of the Debtor such Pledgor and its assets and liabilities. The Debtor Each Pledgor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC the Seller or any Affiliate of AmeriCredit or AMCthe Seller, (iii) not lend funds or extend credit to AmeriCredit, AMC the Seller or any Affiliate affiliate of AmeriCredit or AMC the Seller except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee guaranty the liabilities of AmeriCredit, AMC the Seller or any Affiliates of AmeriCredit the Seller other than, in the case of a guaranty by the Qualifying Pledgor, the Operating Lease Pledgor and, in the case of a guaranty by the Operating Lease Pledgor, the Qualifying Pledgor, or AMCwith respect to either Pledgor, as otherwise provided in the Facility Pledge Agreement. The officers and nonmembers and members of the Debtor each Pledgor (as appropriate) shall make decisions with respect 77 84 to the business and daily operations of the Debtor such Pledgor independent of and not dictated by any controlling entity. The Debtor Each Pledgor shall not engage in any business not permitted by the Trust its Agreement of Limited Partnership as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (ai) to the extent the Debtor’s Transferor's office is located in the offices of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCthe Transferor, pay fair market rent for its executive office space located in the offices of such officesaffiliate and a fair share of any overhead costs, (bii) maintain the Debtor’s Transferor's books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC its Affiliates or any other entity, (ciii) not commingle the Debtor’s Transferor's assets with those of AmeriCredit, AMC any Affiliate or any other entity, (div) maintain the Transferor's books or account and payroll (if any) separate from those of any affiliate of the Transferor, (v) act solely in its own corporate name and through its own authorized officers and agents, (e) make investments directly or by brokers engaged invoices and paid by the Debtor or its agents (provided that if any such agent is an Affiliate of the Debtor it shall be compensated at a fair market rate for its services)letterhead, (fvi) separately manage its the Transferor's liabilities from those of AmeriCredit, AMC or any of its Affiliates of AmeriCredit or AMC and pay its own material liabilities, including all material administrative expenses, from its own separate assets, except provided that AmeriCredit the Transferor's stockholder or other Affiliates may pay certain of the organizational expenses of the DebtorTransferor and expenses relating to the preparation, negotiation, execution and delivery of the documentation with respect to the issuance of Certificates from time to time, and the Transferor shall reimburse any Affiliate for its allocable portion of shared expenses paid by such Affiliate, and (gvii) pay from the Debtor’s Transferor's assets all obligations and indebtedness of any kind incurred by the DebtorTransferor except as otherwise provided in clause (vi). The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP generally accepted accounting principles in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCreditany Affiliate, AMC or any Affiliate of AmeriCredit or AMC, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate of AmeriCredit or AMC and (iv) shall not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMCAffiliate. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted by Affiliate of the Trust Agreement as in effect on the Closing DateTransferor.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor shall at all times (ai) to the extent the Debtor’s 's office is located in the offices of AmeriCredit, AMC UAC or any Affiliate of AmeriCredit or AMCUAC, pay fair market rent for its executive office space located in such officesthe offices of UAC or any Affiliate of UAC, (bii) maintain the Debtor’s 's books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC UAC or any other entity, (ciii) not commingle the Debtor’s 's assets with those of AmeriCredit, AMC UAC or any other entity, entity (dit being understood that certain Collections on Receivables owned by the Debtor may be temporarily commingled with collections on other receivables serviced by UAC); (iv) act solely in its own corporate name and through its own authorized officers and agents, (ev) make investments directly or by brokers engaged and paid by the Debtor or its agents (provided that if any such agent Deal Agent is an Affiliate of the Debtor it shall be compensated at a fair market rate for its services), (fvi) separately manage its the Debtor's liabilities from those of AmeriCredit, AMC UAC or any Affiliates of AmeriCredit or AMC UAC and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit may pay the organizational expenses of the Debtor, and (gvii) pay from the Debtor’s 's assets all obligations and indebtedness of any kind incurred by the Debtor. The Debtor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor shall cause its financial statements to be prepared in accordance with GAAP generally accepted accounting principles in a manner that indicates the separate existence of the Debtor and its assets and liabilities. The Debtor shall (i1) pay all its liabilities, (ii2) not assume the liabilities of AmeriCredit, AMC UAC or any Affiliate of AmeriCredit or AMCUAC, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate of AmeriCredit or AMC and (iv3) not guarantee the liabilities of AmeriCredit, AMC UAC or any Affiliates Affiliate of AmeriCredit or AMCUAC. The officers and directors of the Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted by the Trust Agreement as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited ----------------- purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMCAFC III, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor shall at all times (a) to the extent the Debtor’s 's office is located in the offices of AmeriCredit, AMC AFC III or any Affiliate of AmeriCredit or AMCAFC III, pay fair market rent for its executive office space located in such offices, (b) maintain the Debtor’s 's books, financial statements, accounting records and other trust documents and records separate from those of AmeriCredit, AMC AFC III or any other entity, (c) not commingle the Debtor’s 's assets with those of AmeriCredit, AMC AFC III or any other entity, (d) act solely in its own name and through its own authorized officers and agents, (e) make investments directly or by brokers engaged and paid by the Debtor or its agents (provided that if any such agent is an Affiliate of the Debtor it shall be -------- compensated at a fair market rate for its services), (f) separately manage its liabilities from those of AmeriCredit, AMC AFC III or any Affiliates of AmeriCredit or AMC AFC III and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit may pay the organizational expenses of the Debtor, and (g) pay from the Debtor’s 's assets all obligations and indebtedness of any kind incurred by the Debtor. The Debtor shall abide by all trust formalities, and the Debtor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor and its assets and liabilities. The Debtor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC AFC III or any Affiliate of AmeriCredit or AMCAFC III, (iii) not lend funds or extend credit to AmeriCredit, AMC AFC III or any Affiliate of AmeriCredit or AMC AFC III and (iv) not guarantee the liabilities of AmeriCredit, AMC AFC III or any Affiliates of AmeriCredit or AMCAFC III. The officers of the Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor independent of and not dictated by any controlling entity. The Debtor shall not engage in any business not permitted by the Trust Agreement as in effect on the Closing Date.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor Transferor shall at all times (a) to the extent the Debtor’s Transferor's office is located in the offices of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, pay fair market rent for its executive office space located in the offices of such officesParent Group Member, (b) have at all times at least one member of its board of directors which is not and has never been an employee, officer or director of any Parent Group Member or of any major creditor of any Parent Group Member and is a person who is and has experience with asset securitization, (c) maintain the Debtor’s Transferor's books, financial statements, accounting records and other trust corporate documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC Parent Group Member or any other entity, (d) not commingle the Transferor's assets with those of any Parent Group Member or any other entity, (e) act solely in its own corporate name and through its own authorized officers and agents, (ef) make investments directly or by brokers engaged and paid by the Debtor or Transferor its agents (provided that if any such agent is an Affiliate of the Debtor Transferor it shall be compensated at a fair market rate for its services), (fg) separately manage its the Transferor's liabilities from those of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit the Seller may pay the organizational expenses of the DebtorTransferor, and (gh) pay from the Debtor’s Transferor's assets all obligations and indebtedness of any kind incurred by the DebtorTransferor. The Debtor Transferor shall abide by all trust corporate formalities, including the maintenance of current minute books, and the Debtor Transferor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor Transferor and its assets and liabilities. The Debtor Transferor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMCParent Group Member, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of AmeriCredit or AMC Receivables thereunder and (iv) not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMCParent Group Member. The officers and directors of the Debtor Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Debtor Transferor independent of and not dictated indicated by any controlling entity. The Debtor Transferor shall not engage in any business not permitted by the Trust Agreement its Certificate of Incorporation as in effect on the Closing Date. The Transferor shall, in addition to the foregoing, take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinions issued by Arent Fox Xxxxxxx Xxxxxxx & Xxxx, as counsel for the Transferor, in connection with the closing or initial Transfer under this Agreement and relating to "non- consolidation" issues and "true sale" issues, and in the certificates accompanying such opinions, remain true and correct in all material respects at all times.