Common use of Banco do Brasil S Clause in Contracts

Banco do Brasil S. A., as Brazilian administrative agent, and the other agents party thereto and (ii) the Amended and Restated Five Year Revolving Credit Agreement, dated as of October 17, 2014 (as amended, restated, amended and restated, renewed, supplemented or modified from time to time, the “5-Year Credit Agreement” and together with the 3 Year Credit Agreement, the “Credit Agreements” and each, a “Credit Agreement”), among the Company, GMF, GM Brazil, the Subsidiary Borrowers from time to time party thereto, the lenders from time to time party thereto, as lenders (the “5-Year Lenders” and together with the 3-Year Lenders, the “Lenders”), JPM, as administrative agent for the 5-Year Lenders (in such capacity, together with any successor thereto in such capacity, the “5-Year Administrative Agent” and together with the 3-Year Administrative Agent, the “Administrative Agent”), Banco do Brasil S.A., as Brazilian administrative agent, and the other agents party thereto. This Compliance Certificate (this “Certificate”) is furnished pursuant to Section 6.2 of each Credit Agreement. Unless otherwise defined herein, terms used in this Compliance Certificate have the meanings assigned to such terms in each Credit Agreement. I, the undersigned, a Responsible Officer of the Company, do hereby certify, in the name and on behalf of the Company, and without assuming any personal liability, as follows:

Banco do Brasil S. A., as Brazilian administrative agent, and the other agents party thereto and (ii) the Second Amended and Restated Five Year Revolving Credit Agreement, dated as of October 17May 26, 2014 2016 (as amended, restated, amended and restated, renewed, supplemented or modified from time to time, the “5-Year Credit Agreement” and together with the 3 Year Credit Agreement, the “Credit Agreements” and each, a “Credit Agreement”), among the Company, GMF, GM Brazil, the Subsidiary Borrowers from time to time party thereto, the lenders from time to time party thereto, as lenders (the “5-Year Lenders” and together with the 3-Year Lenders, the “Lenders”), JPM, as administrative agent for the 5-Year Lenders (in such capacity, together with any successor thereto in such capacity, the “5-Year Administrative Agent” and together with the 3-Year Administrative Agent, the “Administrative Agent”), Banco do Brasil S.A., as Brazilian administrative agent, and the other agents party thereto. This Compliance Certificate (this “Certificate”) is furnished pursuant to Section 6.2 of each Credit Agreement. Unless otherwise defined herein, terms used in this Compliance Certificate have the meanings assigned to such terms in each Credit Agreement. I, the undersigned, a Responsible Officer of the Company, do hereby certify, in the name and on behalf of the Company, and without assuming any personal liability, as follows:

Banco do Brasil S. A., as Brazilian administrative agent, and the other agents party thereto and (ii) the Section 5.1(d) of that certain Amended and Restated Five Year Revolving Credit Agreement, dated as of October 17, 2014 (2014, as amended, restated, amended and restated, renewed, supplemented or modified from time to time, time (the “5-Year Credit Agreement” and together with the 3 3-Year Credit Agreement, the “Credit Agreements” and each, a “Credit Agreement”), among the Company, GMF, GM Brazil, the Subsidiary Borrowers from time to time party thereto, the lenders from time to time party thereto, as lenders (the “5-Year Lenders” and together with the 3-Year Lenders, the “Lenders”), JPM, as administrative agent for the 5-Year Lenders (in such capacity, together with any successor thereto in such capacity, the “5-Year Administrative Agent” and together with the 3-Year Administrative Agent, the “Administrative Agent”), Banco do Brasil S.A., as Brazilian administrative agent, and the other agents party thereto. This Compliance Certificate (this “Certificate”) is furnished pursuant to Section 6.2 of each Credit Agreement. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings assigned to such terms in each Credit Agreement. I, the undersigned, a Responsible Officer [Assistant] Secretary of [the Company] [Name of Loan Party], a Delaware [corporation][limited liability company] (the “Company”)], do hereby certify, in the name and on behalf of the Company, and without assuming any personal liability, as followsthat:

Banco do Brasil S. A., as Brazilian administrative agent, and the other agents party thereto and (ii) the Section 5.1(c) of that certain Second Amended and Restated Five Year Revolving Credit Agreement, dated as of October 17May 26, 2014 (2016, as amended, restated, amended and restated, renewed, supplemented or modified from time to time, time (the “5-Year Credit Agreement” and together with the 3 3-Year Credit Agreement, the “Credit Agreements” and each, a “Credit Agreement”), among the Company, GMF, GM Brazil, the Subsidiary Borrowers from time to time party thereto, the lenders from time to time party thereto, as lenders (the “5-Year Lenders” and together with the 3-Year Lenders, the “Lenders”), JPM, as administrative agent for the 5-Year Lenders (in such capacity, together with any successor thereto in such capacity, the “5-Year Administrative Agent” and together with the 3-Year Administrative Agent, the “Administrative Agent”), Banco do Brasil S.A., as Brazilian administrative agent, and the other agents party thereto. This Compliance Certificate (this “Certificate”) is furnished pursuant to Section 6.2 of each Credit Agreement. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings assigned to such terms in each Credit Agreement. I, the undersigned, a Responsible Officer [Assistant] Secretary of [the Company] [Name of Loan Party], a Delaware [corporation][limited liability company] (the “Company”)], do hereby certify, in the name and on behalf of the Company, and without assuming any personal liability, as followsthat: