Common use of Separate Business Clause in Contracts

Separate Business. The Transferor shall at all times (i) to the ----------------- extent the Transferor's office is located in the offices of CompuCom or any Affiliate of CompuCom, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuCom, (ii) maintain the Transferor's books, financial statements, accounting records and other corporate documents and records sepa- rate from those of CompuCom or any other entity, (iii) not commingle the Transferor's assets with those of CompuCom or any other entity, (iv) act solely in its corporate name and through its own authorized officers and agents, (v) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom it shall -------- be compensated at a fair market rate for its services), (vi) separately manage the Transferor's liabilities from those of CompuCom or any Affiliates of CompuCom and pay its own liabilities, including all administrative expenses, from its own separate assets, and (vii) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not 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 CompuCom or any Affiliate of CompuCom, and (iii) not make loans to or guarantee the liabilities of CompuCom or any Affiliate of CompuCom. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated by any controlling entity.

Separate Business. (a) The Transferor 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 (ia) to the ----------------- extent the Transferor's Debtor’s office is located in the offices of CompuCom AmeriCredit, AMC or any Affiliate of CompuComAmeriCredit or AMC, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch offices, (iib) maintain the Transferor's Debtor’s books, financial statements, accounting records and other corporate trust documents and records sepa- rate separate from those of CompuCom AmeriCredit, AMC or any other entity, (iiic) not commingle the Transferor's Debtor’s assets with those of CompuCom AmeriCredit, AMC or any other entity, (ivd) act solely in its corporate own name and through its own authorized officers and agents, (ve) make investments directly or by brokers engaged and paid by the Transferor Debtor or its agents (provided that if any such agent is an Affiliate of CompuCom the Debtor it shall -------- be compensated at a fair market rate for its services), (vif) separately manage the Transferor's its liabilities from those of CompuCom AmeriCredit, AMC or any Affiliates of CompuCom 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 (viig) pay from the Transferor's Debtor’s assets all obligations and indebtedness of any kind incurred by the TransferorDebtor. The Transferor Debtor shall abide by all corporate trust formalities, including the maintenance of current minute books, and the Transferor Debtor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor Debtor and its assets and liabilities. The Transferor Debtor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom AmeriCredit, AMC or any Affiliate of CompuComAmeriCredit or AMC, and (iii) not make loans lend funds or extend credit to AmeriCredit, AMC or any Affiliate of AmeriCredit or AMC and (iv) not guarantee the liabilities of CompuCom AmeriCredit, AMC or any Affiliate Affiliates of CompuComAmeriCredit or AMC. The officers and directors of the Transferor Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor 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. The Transferor Each Pledgor shall at all times (ia) to the ----------------- extent the Transferorsuch Pledgor's office is located in the offices of CompuCom the Seller or any Affiliate of CompuComthe Seller, pay fair market rent for its executive office space located in the offices of CompuCom the Seller or any Affiliate of CompuComthe Seller, (iib) 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 Transferorsuch Pledgor's books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom the Seller or any other entity, (iiid) not commingle the Transferorsuch Pledgor's assets with those of CompuCom the Seller or any other entity, (ive) act solely in its corporate name and through its own authorized officers and agents, (vf) make investments directly or by brokers engaged and paid by the Transferor such Pledgor or its agents (provided that if any such agent is an Affiliate of CompuCom such Pledgor it shall -------- be compensated at a fair market rate for its services), (vig) separately manage the Transferorsuch Pledgor's liabilities from those of CompuCom the Seller or any Affiliates of CompuCom the Seller and pay its own liabilities, including all administrative expenses, from its own separate assets, except that Parent may pay the organizational expenses of such Pledgor, and (viih) pay from the Transferorsuch Pledgor's assets all obligations and indebtedness of any kind incurred by the Transferorsuch Pledgor. The Transferor Each Pledgor shall abide by all corporate limited partnership formalities, including the maintenance of current minute books, and the Transferor such Pledgor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor such Pledgor and its assets and liabilities. The Transferor Each Pledgor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom the Seller or any Affiliate of CompuComthe Seller, and (iii) not make loans lend funds or extend credit to the Seller or guarantee any affiliate of the Seller except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guaranty the liabilities of CompuCom the Seller or any Affiliate Affiliates of CompuComthe 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 with respect to either Pledgor, as otherwise provided in the Facility Pledge Agreement. The officers and directors nonmembers and members of the Transferor each Pledgor (as appropriate) shall make decisions with respect 77 84 to the business and daily operations of the Transferor such Pledgor independent of and not dictated by any controlling entity. Each Pledgor shall not engage in any business not permitted by its Agreement of Limited Partnership as in effect on the Closing Date.

Separate Business. The Transferor shall at all times (ia) to the ----------------- extent the Transferor's ’s office is located in the offices of CompuCom or any Affiliate of CompuComParent Group Member, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch Parent Group Member, (iib) 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 Transferor's ’s books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom any Parent Group Member or any other entity, (iiid) not commingle the Transferor's ’s assets with those of CompuCom any Parent Group Member or any other entity, (ive) act solely in its corporate name and through its own authorized officers and agents, (vf) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vig) separately manage the Transferor's ’s liabilities from those of CompuCom or any Affiliates of CompuCom the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, and (viih) pay from the Transferor's ’s assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom or any Affiliate of CompuComParent Group Member, and (iii) not make loans lend funds or extend credit to or any Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of CompuCom or any Affiliate of CompuComParent Group Member. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated indicated by any controlling entity.. The Transferor shall not engage in any business not permitted by 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. The Transferor shall at all times (ia) to the ----------------- extent the Transferor's office is located in the offices of CompuCom Xxxxxx or any Affiliate of CompuComXxxxxx, pay fair market rent for its executive office space located in the offices of CompuCom Xxxxxx or any Affiliate of CompuComXxxxxx, (iib) maintain the Transferor's books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom Xxxxxx or any other entity, (iiic) not commingle the Transferor's assets with those of CompuCom 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, (ivd) act solely in its corporate name and through its own authorized officers and agents, (ve) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vif) separately manage the Transferor's liabilities from those of CompuCom Xxxxxx or any Affiliates affiliates of CompuCom Xxxxxx and pay its own liabilities, including all administrative expenses, from its own separate assets, except that Xxxxxx may pay the organizational expenses of the Transferor, and (viig) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom Xxxxxx or any Affiliate affiliate of CompuComXxxxxx, and (iii) not make loans to or guarantee the liabilities of CompuCom Xxxxxx or any Affiliate affiliates of CompuComXxxxxx. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated by any controlling con trolling entity.

Separate Business. The Transferor Debtor shall at all times (ia) to the ----------------- extent the TransferorDebtor's office is located in the offices of CompuCom UAC or any Affiliate of CompuComUAC, pay fair market rent for its executive office space located in the offices of CompuCom UAC or any Affiliate of CompuComUAC, (iib) maintain the TransferorDebtor's books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom UAC or any other entity, (iiic) not commingle the TransferorDebtor's assets with those of CompuCom UAC or any other entity, entity (ivit 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 corporate name and through its own authorized autho rized officers and agents, (ve) make investments directly or by brokers engaged and paid by the Transferor Debtor or its agents (provided that if any such agent Agent is an Affiliate of CompuCom the Debtor it shall -------- be compensated at a fair market rate for its services), (vif) separately manage the TransferorDebtor's liabilities from those of CompuCom UAC or any Affiliates of CompuCom UAC and pay its own liabilities, including all administrative expenses, from its own separate assets, and (viig) pay from the TransferorDebtor's assets all obligations and indebtedness of any kind incurred by the TransferorDebtor. The Transferor Debtor shall abide by all corporate formalities, including includ ing the maintenance of current minute books, and the Transferor Debtor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles princi ples in a manner that indicates the separate existence of the Transferor Debtor and its assets and liabilities. The Transferor Debtor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom UAC or any Affiliate of CompuComUAC, and (iii) not make loans to or guarantee the liabilities of CompuCom UAC or any Affiliate of CompuComUAC. The officers and directors of the Transferor Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor Debtor independent of and not dictated by any controlling entity.

Separate Business. The Transferor shall at all times (ia) to the ----------------- extent the Transferor's ’s office is located in the offices of CompuCom or any Affiliate of CompuComParent Group Member, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch Parent Group Member, (iib) 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 Transferor's ’s books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom any Parent Group Member or any other entity, (iiid) not commingle the Transferor's ’s assets with those of CompuCom any Parent Group Member or any other entity, (ive) act solely in its corporate name and through its own authorized officers and agents, (vf) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vig) separately manage the Transferor's ’s liabilities from those of CompuCom or any Affiliates of CompuCom the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, and (viih) pay from the Transferor's ’s assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom or any Affiliate of CompuComParent Group Member, and (iii) not make loans lend funds or extend credit to or any Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of CompuCom or any Affiliate of CompuComParent Group Member. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated as indicated by any controlling entity.. The Transferor shall not engage in any business not permitted by 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. The Transferor shall at all times (ia) to the ----------------- extent the Transferor's ’s office is located in the offices of CompuCom or any Affiliate of CompuComParent Group Member, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch Parent Group Member, (iib) 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 Transferor's ’s books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom any Parent Group Member or any other entity, (iiid) not commingle the Transferor's ’s assets with those of CompuCom any Parent Group Member or any other entity, (ive) act solely in its corporate name and through its own authorized officers and agents, (vf) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vig) separately manage the Transferor's ’s liabilities from those of CompuCom or any Affiliates of CompuCom the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, and (viih) pay from the Transferor's ’s assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom or any Affiliate of CompuComParent Group Member, and (iii) not make loans lend funds or extend credit to or any Parent Group Member ​ ​ except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of CompuCom or any Affiliate of CompuComParent Group Member. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated as indicated by any controlling entity.. The Transferor shall not engage in any business not permitted by 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. The Transferor shall at all times (ia) to the ----------------- extent the Transferor's office is located in the offices of CompuCom or any Affiliate of CompuComParent Group Member, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch Parent Group Member, (iib) 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 Transferor's books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom any Parent Group Member or any other entity, (iiid) not commingle the Transferor's assets with those of CompuCom any Parent Group Member or any other entity, (ive) act solely in its corporate name and through its own authorized officers and agents, (vf) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vig) separately manage the Transferor's liabilities from those of CompuCom or any Affiliates of CompuCom the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, and (viih) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom or any Affiliate of CompuComParent Group Member, and (iii) not make loans lend funds or extend credit to or any Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of CompuCom or any Affiliate of CompuComParent Group Member. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated by any controlling entity.and

Separate Business. (a) The Transferor 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 AMTN, 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 (ia) to the ----------------- extent the TransferorDebtor's office is located in the offices of CompuCom AmeriCredit, AMTN or any Affiliate of CompuComAmeriCredit or AMTN, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch offices, (iib) maintain the TransferorDebtor's books, financial statements, accounting records and other corporate trust documents and records sepa- rate separate from those of CompuCom AmeriCredit, AMTN or any other entity, (iiic) not commingle the TransferorDebtor's assets with those of CompuCom AmeriCredit, AMTN or any other entity, (ivd) act solely in its corporate own name and through its own authorized officers and agents, (ve) make investments directly or by brokers engaged and paid by the Transferor Debtor or its agents (provided that if any such agent is an Affiliate of CompuCom the Debtor it shall -------- be compensated at a fair market rate for its services), (vif) separately manage the Transferor's its liabilities from those of CompuCom AmeriCredit, AMTN or any Affiliates of CompuCom AmeriCredit or 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 (viig) pay from the TransferorDebtor's assets all obligations and indebtedness of any kind incurred by the TransferorDebtor. The Transferor Debtor shall abide by all corporate trust formalities, including the maintenance of current minute books, and the Transferor Debtor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor Debtor and its assets and liabilities. The Transferor Debtor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom AmeriCredit, AMTN or any Affiliate of CompuComAmeriCredit or AMTN, and (iii) not make loans lend funds or extend credit to AmeriCredit, AMTN or any Affiliate of AmeriCredit or AMTN and (iv) not guarantee the liabilities of CompuCom AmeriCredit, AMTN or any Affiliate Affiliates of CompuComAmeriCredit or AMTN. The officers and directors of the Transferor Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor 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. The Transferor shall at all times (i) to the ----------------- extent the Transferor's office is located in the offices of CompuCom or any Affiliate of CompuComthe Transferor, pay fair market rent for its executive office space located in the offices of CompuCom or such affiliate and a fair share of any Affiliate of CompuComoverhead costs, (ii) maintain the Transferor's books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom its Affiliates or any other entity, (iii) not commingle the Transferor's assets with those of CompuCom any Affiliate or any other entity, (iv) 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 corporate name and through its own authorized officers and agents, (v) make investments directly or by brokers engaged invoices and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom it shall -------- be compensated at a fair market rate for its services)letterhead, (vi) separately manage the Transferor's liabilities from those of CompuCom or any of its Affiliates of CompuCom and pay its own material liabilities, including all material administrative expenses, from its own separate assets, provided that the Transferor's stockholder or other Affiliates may pay certain of the organizational expenses of the Transferor 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 (vii) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the TransferorTransferor except as otherwise provided in clause (vi). The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not 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 CompuCom or any Affiliate of CompuComAffiliate, and (iii) shall not make loans to or guarantee the liabilities of CompuCom or any Affiliate of CompuComAffiliate. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated by any controlling entityAffiliate of the Transferor.

Separate Business. (a) The Transferor will be a limited purpose entity whose primary activities are restricted in its certificate of formation or limited liability company agreement to (i) purchasing or otherwise acquiring from the 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 Transferor shall not create any Subsidiaries or divisions. The Transferor will not engage in any business other than the transactions contemplated by the Transaction Documents. The Transferor shall at all times, except as otherwise permitted hereby, (a) pay its expenses, (b) have at all times (i) to 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 Transferor's office is located in the offices of CompuCom Parent or any Affiliate of CompuCom, pay fair market rent for its executive office space located in the offices Parent or of CompuCom any creditor of the Parent or any Affiliate of CompuComthe Parent and are persons who are familiar and have experience with asset securitization, (iic) maintain the Transferor's books, financial statements, accounting records and other corporate limited liability company documents and records sepa- rate separate from those of CompuCom the Parent or any other entity, (iiid) not commingle the Transferor's assets with those of CompuCom the Parent or any other entity, (ive) act solely in its corporate limited liability company name and through its own authorized officers and agents, (vf) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided PROVIDED that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vig) separately manage the Transferor's liabilities from those of CompuCom the Parent or any Affiliates of CompuCom the Parent and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Parent may pay the organizational expenses of the Transferor, and (viih) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate limited liability company formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom the Parent or any Affiliate of CompuComthe Parent, and (iii) not make loans lend funds or extend credit to the Parent or any affiliate of the Parent except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of CompuCom the Parent or any Affiliate Affiliates of CompuComthe Parent. The officers and directors of the board of directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated by any controlling entity. The Transferor shall not engage in any business not permitted by its certificate of formation or limited liability company agreement as in effect on the Closing Date.

Separate Business. The Transferor shall at all times (ia) to the ----------------- extent the Transferor's office is located in the offices of CompuCom or any Affiliate of CompuComParent Group Member, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch Parent Group Member, (iib) 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 Transferor's books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom any Parent Group Member or any other entity, (iiid) not commingle the Transferor's assets with those of CompuCom any Parent Group Member or any other entity, (ive) act solely in its corporate name and through its own authorized officers and agents, (vf) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vig) separately manage the Transferor's liabilities from those of CompuCom or any Affiliates of CompuCom the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, and (viih) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of 61 60 current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom or any Affiliate of CompuComParent Group Member, and (iii) not make loans lend funds or extend credit to or any Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of CompuCom or any Affiliate of CompuComParent Group Member. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated indicated by any controlling entity. The Transferor shall not engage in any business not permitted by 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. The Transferor shall at all times (ia) to the ----------------- extent the Transferor's office is located in the offices of CompuCom or any Affiliate of CompuComParent Group Member, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch Parent Group Member, (iib) 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 Transferor's books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom any Parent Group Member or any other entity, (iiid) not commingle the Transferor's assets with those of CompuCom any Parent Group Member or any other entity, (ive) act solely in its corporate name and through its own authorized officers and agents, (vf) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vig) separately manage the Transferor's liabilities from those of CompuCom or any Affiliates of CompuCom the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, and (viih) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom or any Affiliate of CompuComParent Group Member, and (iii) not make loans lend funds or extend credit to or any Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of CompuCom or any Affiliate of CompuComParent Group Member. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated indicated by any controlling entity. The Transferor shall not engage in any business not permitted by 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. The Transferor Debtor shall at all times (ia) to the ----------------- extent the TransferorDebtor's office is located in the offices of CompuCom UAC or any Affiliate of CompuComUAC, pay fair market rent for its executive office space located in the offices of CompuCom UAC or any Affiliate of CompuComUAC, (iib) maintain the TransferorDebtor's books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom UAC or any other entity, (iiic) not commingle the TransferorDebtor's assets with those of CompuCom UAC or any other entity, entity (ivit 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 corporate name and through its own authorized officers and agents, (ve) make investments directly or by brokers engaged and paid by the Transferor Debtor or its agents (provided that if any such agent Agent is an Affiliate of CompuCom the Debtor it shall -------- be compensated at a fair market rate for its services), (vif) separately manage the TransferorDebtor's liabilities from those of CompuCom UAC or any Affiliates of CompuCom UAC and pay its own liabilitiesliabil ities, including all administrative expenses, from its own separate assets, and (viig) pay from the TransferorDebtor's assets all obligations and indebtedness of any kind incurred by the TransferorDebtor. The Transferor Debtor shall abide by all corporate formalities, including the maintenance mainte xxxxx of current minute books, and the Transferor Debtor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor Debtor and its assets and liabilities. The Transferor Debtor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom UAC or any Affiliate Affil iate of CompuComUAC, and (iii) not make loans to or guarantee the liabilities of CompuCom UAC or any Affiliate of CompuComUAC. The officers and directors of the Transferor Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor Debtor independent of and not dictated by any controlling entity.

Separate Business. (a) The Transferor 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 AFC 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 (ia) to the ----------------- extent the TransferorDebtor's office is located in the offices of CompuCom AmeriCredit, AFC III or any Affiliate of CompuComAmeriCredit or AFC III, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch offices, (iib) maintain the TransferorDebtor's books, financial statements, accounting records and other corporate trust documents and records sepa- rate separate from those of CompuCom AmeriCredit, AFC III or any other entity, (iiic) not commingle the TransferorDebtor's assets with those of CompuCom AmeriCredit, AFC III or any other entity, (ivd) act solely in its corporate own name and through its own authorized officers and agents, (ve) make investments directly or by brokers engaged and paid by the Transferor Debtor or its agents (provided that if any such agent is an Affiliate of CompuCom the Debtor it shall be -------- be compensated at a fair market rate for its services), (vif) separately manage the Transferor's its liabilities from those of CompuCom AmeriCredit, AFC III or any Affiliates of CompuCom AmeriCredit or 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 (viig) pay from the TransferorDebtor's assets all obligations and indebtedness of any kind incurred by the TransferorDebtor. The Transferor Debtor shall abide by all corporate trust formalities, including the maintenance of current minute books, and the Transferor Debtor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor Debtor and its assets and liabilities. The Transferor Debtor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom AmeriCredit, AFC III or any Affiliate of CompuComAmeriCredit or AFC III, and (iii) not make loans lend funds or extend credit to AmeriCredit, AFC III or any Affiliate of AmeriCredit or AFC III and (iv) not guarantee the liabilities of CompuCom AmeriCredit, AFC III or any Affiliate Affiliates of CompuComAmeriCredit or AFC III. The officers and directors of the Transferor Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor 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. The Transferor Debtor shall at all times (i) to the ----------------- extent the TransferorDebtor's office is located in the offices of CompuCom UAC or any Affiliate of CompuComUAC, pay fair market rent for its executive office space located in the offices of CompuCom UAC or any Affiliate of CompuComUAC, (ii) maintain the TransferorDebtor's books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom UAC or any other entity, (iii) not commingle the TransferorDebtor's assets with those of CompuCom 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); (iv) act solely in its corporate name and through its own authorized officers and agents, (v) make investments directly or by brokers engaged and paid by the Transferor Debtor or its agents (provided that if any such agent Deal Agent is an Affiliate of CompuCom the Debtor it shall -------- be compensated at a fair market rate for its services), (vi) separately manage the TransferorDebtor's liabilities from those of CompuCom UAC or any Affiliates of CompuCom UAC and pay its own liabilities, including all administrative expenses, from its own separate assets, and (vii) pay from the TransferorDebtor's assets all obligations and indebtedness of any kind incurred by the TransferorDebtor. The Transferor Debtor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor Debtor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor Debtor and its assets and liabilities. The Transferor Debtor shall (i1) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii2) not assume the liabilities of CompuCom UAC or any Affiliate of CompuComUAC, and (iii3) not make loans to or guarantee the liabilities of CompuCom UAC or any Affiliate of CompuComUAC. The officers and directors of the Transferor Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor Debtor independent of and not dictated by any controlling entity.

Separate Business. The Transferor shall at all times (ia) to the ----------------- extent the Transferor's office is located in the offices of CompuCom Stone Container or any Affiliate of CompuComStone Container, pay fair market rent rent, for its executive office space located in the offices of CompuCom Stone Container or any Affiliate of CompuComStone Container, (iib) maintain the Transferor's books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom Stone Container or any other entity, (iiic) not commingle the Transferor's assets with those of CompuCom Stone Container or any other entity, (ivd) act solely in its corporate name and through its own authorized officers and agents, (ve) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vif) separately manage the Transferor's liabilities from those of CompuCom Stone Container or any Affiliates of CompuCom Stone Container and pay its own liabilities, including all administrative expenses, from its own separate assets, except that Stone Container may pay the organizational expenses of the Transferor, and (viig) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall pay (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregateall its liabilities, (ii) not assume the liabilities of CompuCom Stone Container or any Affiliate of CompuComStone Container, and (iii) not make loans to or guarantee the liabilities of CompuCom Stone Container or any Affiliate Affiliates of CompuComStone Container. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated by any controlling entity.

Separate Business. (a) The Transferor 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 AFC 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 (ia) to the ----------------- extent the TransferorDebtor's office is located in the offices of CompuCom AmeriCredit, AFC II or any Affiliate of CompuComAmeriCredit or AFC II, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch offices, (iib) maintain the TransferorDebtor's books, financial statements, accounting records and other corporate trust documents and records sepa- rate separate from those of CompuCom AmeriCredit, AFC II or any other entity, (iiic) not commingle the TransferorDebtor's assets with those of CompuCom AmeriCredit, AFC II or any other entity, (ivd) act solely in its corporate own name and through its own authorized officers and agents, (ve) make investments directly or by brokers engaged and paid by the Transferor Debtor or its agents (provided PROVIDED that if any such agent is an Affiliate of CompuCom the Debtor it shall -------- be compensated at a fair market rate for its services), (vif) separately manage the Transferor's its liabilities from those of CompuCom AmeriCredit, AFC II or any Affiliates of CompuCom AmeriCredit or 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 (viig) pay from the TransferorDebtor's assets all obligations and indebtedness of any kind incurred by the TransferorDebtor. The Transferor Debtor shall abide by all corporate trust formalities, including the maintenance of current minute books, and the Transferor Debtor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor Debtor and its assets and liabilities. The Transferor Debtor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom AmeriCredit, AFC II or any Affiliate of CompuComAmeriCredit or AFC II, and (iii) not make loans lend funds or extend credit to AmeriCredit, AFC II or any Affiliate of AmeriCredit or AFC II and (iv) not guarantee the liabilities of CompuCom AmeriCredit, AFC II or any Affiliate Affiliates of CompuComAmeriCredit or AFC II. The officers and directors of the Transferor Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor 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 Transferor 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 AMTN, 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 (ia) to the ----------------- extent the TransferorDebtor's office is located in the offices of CompuCom AmeriCredit, AMTN or any Affiliate of CompuComAmeriCredit or AMTN, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch offices, (iib) maintain the TransferorDebtor's books, financial statements, accounting records and other corporate trust documents and records sepa- rate separate from those of CompuCom AmeriCredit, AMTN or any other entity, (iiic) not commingle the TransferorDebtor's assets with those of CompuCom AmeriCredit, AMTN or any other entity, (ivd) act solely in its corporate own name and through its own authorized officers and agents, (ve) make investments directly or by brokers engaged and paid by the Transferor Debtor or its agents (provided that if any such agent is -------- an Affiliate of CompuCom the Debtor it shall -------- be compensated at a fair market rate for its services), (vif) separately manage the Transferor's its liabilities from those of CompuCom AmeriCredit, AMTN or any Affiliates of CompuCom AmeriCredit or 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 (viig) pay from the TransferorDebtor's assets all obligations and indebtedness of any kind incurred by the TransferorDebtor. The Transferor Debtor shall abide by all corporate trust formalities, including the maintenance of current minute books, and the Transferor Debtor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor Debtor and its assets and liabilities. The Transferor Debtor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom AmeriCredit, AMTN or any Affiliate of CompuComAmeriCredit or AMTN, and (iii) not make loans lend funds or extend credit to AmeriCredit, AMTN or any Affiliate of AmeriCredit or AMTN and (iv) not guarantee the liabilities of CompuCom AmeriCredit, AMTN or any Affiliate Affiliates of CompuComAmeriCredit or AMTN. The officers and directors of the Transferor Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor 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. The Transferor shall at all times (i) to the ----------------- extent the Transferor's office is located in the offices of CompuCom the Seller or any Affiliate of CompuComthe Seller, pay fair market rent for its executive office space located in the offices of CompuCom the Seller or any Affiliate of CompuComthe Seller, (ii) 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 Transferor's books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom the Seller or any other entity, (iiiiv) not commingle the Transferor's assets with those of CompuCom the Seller or any other entity, (ivv) act solely in its corporate name and through its own authorized officers and agents, (vvi) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vivii) separately manage the Transferor's liabilities from those of CompuCom the Seller or any Affiliates of CompuCom the Seller and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, and (viiviii) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (iA) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (iiB) not assume the liabilities of CompuCom the Seller or any Affiliate of CompuComthe Seller, (C) not lend funds or extend credit to the Seller or any affiliate of the Seller except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iiiD) not make loans to or guarantee the liabilities of CompuCom the Seller or any Affiliate Affiliates of CompuComthe Seller. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated by any controlling entity. The Transferor shall not engage in any business not permitted by its Certificate of Incorporation as in effect on the Closing Date, or as amended in accordance with Section 5.1(l).

Separate Business. The Transferor shall at all times (ia) to the ----------------- extent the Transferor's office is located in the offices of CompuCom or any Affiliate of CompuComParent Group Member, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch Parent Group Member, (iib) 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 Transferor's books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom any Parent Group Member or any other entity, (iiid) not commingle the Transferor's assets with those of CompuCom any Parent Group Member or any other entity, (ive) act solely in its corporate name and through its own authorized officers and agents, (vf) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vig) separately manage the Transferor's liabilities from those of CompuCom or any Affiliates of CompuCom the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, and (viih) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom or any Affiliate of CompuComParent Group Member, and (iii) not make loans lend funds or extend credit to or any Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of CompuCom or any Affiliate of CompuComParent Group Member. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated indicated by any controlling entity. The Transferor shall not engage in any business not permitted by 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.

Separate Business. The Transferor shall at all times (ia) to the ----------------- extent the Transferor's ’s office is located in the offices of CompuCom or any Affiliate of CompuComParent Group Member, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch Parent Group Member, (iib) 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 Transferor's ’s books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom any Parent Group Member or any other entity, (iiid) not commingle the Transferor's ’s assets with those of CompuCom any Parent Group Member or any other entity, (ive) act solely in its corporate name and through its own authorized officers and agents, (vf) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vig) separately manage the Transferor's ’s liabilities from those of CompuCom or any Affiliates of CompuCom the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, and (viih) pay from the Transferor's ’s assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom or any Affiliate of CompuComParent Group Member, and (iii) not make loans lend funds or extend credit to or any Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of CompuCom or any Affiliate of CompuComParent Group Member. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated indicated by any controlling entity. The Transferor shall not engage in any business not permitted by 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. The Transferor Each Pledgor shall at all times (ia) to the ----------------- extent the Transferorsuch Pledgor's office is located in the offices of CompuCom the Seller or any Affiliate of CompuComthe Seller, pay fair market rent for its executive office space located in the offices of CompuCom the Seller or any Affiliate of CompuComthe Seller, (iib) 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 Transferorsuch Pledgor's books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom the Seller or any other entity, (iiid) not commingle the Transferorsuch Pledgor's assets with those of CompuCom the Seller or any other entity, (ive) act solely in its corporate name and through its own authorized officers and agents, (vf) make investments directly or by brokers engaged and paid by the Transferor such Pledgor or its agents (provided that if any such agent is an Affiliate of CompuCom such Pledgor it shall -------- be compensated at a fair market rate for its services), (vig) separately manage the Transferorsuch Pledgor's liabilities from those of CompuCom the Seller or any Affiliates of CompuCom the Seller and pay its own liabilities, including all administrative expenses, from its own separate assets, except that Parent may pay the organizational expenses of such Pledgor, and (viih) pay from the Transferorsuch Pledgor's assets all obligations and indebtedness of any kind incurred by the Transferorsuch Pledgor. The Transferor Each Pledgor shall abide by all corporate limited partnership formalities, including the maintenance of current minute books, and the Transferor such Pledgor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor such Pledgor and its assets and liabilities. The Transferor Each Pledgor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom the Seller or any Affiliate of CompuComthe Seller, and (iii) not make loans lend funds or extend credit to the Seller or guarantee any affiliate of the Seller except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guaranty the liabilities of CompuCom the Seller or any Affiliate of CompuCom. The officers and directors Affiliates of the Transferor (as appropriate) shall make decisions with respect to Seller other than, in the business and daily operations case of a guaranty by the Transferor independent of and not dictated by any controlling entity.Qualifying Pledgor, the Operating Lease

Separate Business. The Transferor shall at all times (ia) to the ----------------- extent the Transferor's ’s office is located in the offices of CompuCom or any Affiliate of CompuComParent Group Member, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch Parent Group Member, (iib) 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 Transferor's ’s books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom any Parent Group Member or any other entity, (iiid) not commingle the Transferor's ’s assets with those of CompuCom any Parent Group Member or any other entity, (ive) act solely in its corporate name and through its own authorized officers and agents, (vf) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vig) separately manage the Transferor's ’s liabilities from those of CompuCom or any Affiliates of CompuCom the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, and (viih) pay from the Transferor's ’s assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom or any Affiliate of CompuComParent Group Member, and (iii) not make loans lend funds or extend credit to or any Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of CompuCom or any Affiliate of CompuComParent Group Member. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated as indicated by any controlling entity.. The Transferor shall not engage in any business not permitted by 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. The Transferor shall at all times (ia) to the ----------------- extent the Transferor's ’s office is located in the offices of CompuCom or any Affiliate of CompuComParent Group Member, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch Parent Group Member, (iib) 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 Transferor's ’s books, financial statements, accounting records and other corporate documents and records sepa- rate 37 separate from those of CompuCom any Parent Group Member or any other entity, (iiid) not commingle the Transferor's ’s assets with those of CompuCom any Parent Group Member or any other entity, (ive) act solely in its corporate name and through its own authorized officers and agents, (vf) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vig) separately manage the Transferor's ’s liabilities from those of CompuCom or any Affiliates of CompuCom the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, and (viih) pay from the Transferor's ’s assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom or any Affiliate of CompuComParent Group Member, and (iii) not make loans lend funds or extend credit to or any Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of CompuCom or any Affiliate of CompuComParent Group Member. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated indicated by any controlling entity. The Transferor shall not engage in any business not permitted by 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 Transferor 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 AMTN, 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 (ia) to the ----------------- extent the TransferorDebtor's office is located in the offices of CompuCom AmeriCredit, AMTN or any Affiliate of CompuComAmeriCredit or AMTN, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch offices, (iib) maintain the TransferorDebtor's books, financial statements, accounting records and other corporate trust documents and records sepa- rate separate from those of CompuCom AmeriCredit, AMTN or any other entity, (iiic) not commingle the TransferorDebtor's assets with those of CompuCom AmeriCredit, AMTN or any other entity, (ivd) act solely in its corporate own name and through its own authorized officers and agents, (ve) make investments directly or by brokers engaged and paid by the Transferor Debtor or its agents (provided PROVIDED that if any such agent is an Affiliate of CompuCom the Debtor it shall -------- be compensated at a fair market rate for its services), (vif) separately manage the Transferor's its liabilities from those of CompuCom AmeriCredit, AMTN or any Affiliates of CompuCom AmeriCredit or 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 (viig) pay from the TransferorDebtor's assets all obligations and indebtedness of any kind incurred by the TransferorDebtor. The Transferor Debtor shall abide by all corporate trust formalities, including the maintenance of current minute books, and the Transferor Debtor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor Debtor and its assets and liabilities. The Transferor Debtor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom AmeriCredit, AMTN or any Affiliate of CompuComAmeriCredit or AMTN, and (iii) not make loans lend funds or extend credit to AmeriCredit, AMTN or any Affiliate of AmeriCredit or AMTN and (iv) not guarantee the liabilities of CompuCom AmeriCredit, AMTN or any Affiliate Affiliates of CompuComAmeriCredit or AMTN. The officers and directors of the Transferor Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor 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. The Transferor shall at all times (ia) to the ----------------- extent the Transferor's ’s office is located in the offices of CompuCom or any Affiliate of CompuComParent Group Member, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuComsuch Parent Group Member, (iib) 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 Transferor's ’s books, financial statements, accounting records and other corporate documents and records sepa- rate separate from those of CompuCom any Parent Group Member or any other entity, (iiid) not commingle the Transferor's ’s assets with those of CompuCom any Parent Group Member or any other entity, (ive) act solely in its corporate name and through its own authorized officers and agents, (vf) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom the Transferor it shall -------- be compensated at a fair market rate for its services), (vig) separately manage the Transferor's ’s liabilities from those of CompuCom or any Affiliates of CompuCom the Parent Group and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, and (viih) pay from the Transferor's ’s assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles GAAP in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom or any Affiliate of CompuComParent Group Member, and (iii) not make loans lend funds or extend credit to or any Parent Group Member except pursuant to the Receivables Purchase Agreement in connection with the purchase of Receivables thereunder and (iv) not guarantee the liabilities of CompuCom or any Affiliate of CompuComParent Group Member. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated as indicated by any controlling entity.. The Transferor shall not engage in any business not permitted by 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. The Transferor Debtor shall at all times (ia) to the ----------------- extent the TransferorDebtor's office is located in the offices of CompuCom UAC or any Affiliate of CompuComUAC, pay fair market rent for its executive office space located in the offices of CompuCom UAC or any Affiliate of CompuComUAC, (iib) maintain the TransferorDebtor's books, financial statements, accounting records and other corporate documents and records sepa- rate records, as applicable, separate from those of CompuCom UAC or any other entity, (iiic) not commingle the TransferorDebtor's assets with those of CompuCom UAC or any other entity, entity (ivit 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 corporate name and through its own authorized officers and agents, (ve) make investments directly or by brokers engaged and paid by the Transferor Debtor or its agents (provided that if any such agent Agent is an Affiliate of CompuCom the Debtor it shall -------- be compensated at a fair market rate for its services), (vif) separately manage the TransferorDebtor's liabilities from those of CompuCom UAC or any Affiliates of CompuCom UAC and pay its own liabilities, including all administrative expenses, from its own separate assets, and (viig) pay from the TransferorDebtor's assets all obligations and indebtedness of any kind incurred by the TransferorDebtor. The Transferor Debtor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor Debtor shall cause its financial statements to be prepared in accordance accor dance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor Debtor and its assets and liabilities. The Transferor Debtor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregatepay all its liabilities, (ii) not assume the liabilities of CompuCom UAC or any Affiliate of CompuCom, UAC and (iii) not make loans to or guarantee the liabilities of CompuCom UAC or any Affiliate of CompuComUAC. The officers and directors of the Transferor Debtor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor Debtor independent of and not dictated by any controlling entity.