Common use of Duties of the Servicer Clause in Contracts

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

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make process collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and Procedures. Receivables set forth herein. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices billing statements to Obligors, reporting any required tax information to Obligorspolicing the collateral, monitoring the Collateralincluding remarketing repossessed and returned Financed Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), provisions of Section 2.02 (including the Dealer Assignments provisions regarding “Permitted Modifications” set forth therein) and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebylimitations set forth in Section 2.06(c), the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the as set forth herein. (c) The Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 2.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practicesVehicles (including proceeds). The Servicer is hereby authorized to (i) commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, (ii) participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant to or Receivable as contemplated by Section 4.3 2.03, (iii) enforce all obligations of the Seller, the Servicer, the Depositor or to the Issuing Entity under this Agreement, the Pooling Agreement and the Further Transfer Agreements or (iv) commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 2.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 2.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 2.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make process collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Receivables set forth herein and in the Further Transfer and Servicing Policies and Procedures. Agreements. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices billing statements to Obligors, reporting any required tax information to Obligorspolicing the collateral, monitoring the Collateralincluding remarketing repossessed and returned Financed Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 3.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. . (c) Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 3.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practicesVehicles (including proceeds). The Servicer is hereby authorized to (i) commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, (ii) participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant to or Receivable as contemplated by Section 4.3 3.03, (iii) enforce all obligations of the Seller, the Servicer, XXXX or to the Issuing Entity under this Agreement and under the Further Transfer and Servicing Agreements or (iv) commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 3.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 3.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the Further Transfer and Servicing Agreements. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 3.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

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

Duties of the Servicer. (a) The Servicer shall service, administer and collect under the Lease Agreements and in respect of the Leased Vehicles in accordance with this Agreement, the Titling Trust Agreement and the Credit and Security Agreement and shall have full power and authority, acting alone and subject only to the specific requirements and prohibitions hereof and thereof, to do any and all things in connection with such servicing, administration and collection that it may reasonably deem necessary or desirable in the interests of the Titling Trust and to serve in such capacity unless and until its responsibilities therefor are terminated pursuant to Section 4.1(a) or this Agreement is terminated pursuant to Section 6.1. In addition, the Titling Trust hereby authorized appoints the Servicer to act as agent in the management and control of the Collateral Assets, including the Certificates of Title, and for all other purposes set forth in this Agreement. The duties of the Servicer shall include, among other things, in accordance with this Agreement, the Titling Trust Agreement, the Credit and Security Agreement and any Servicing Supplement: (i) performing on behalf of the Titling Trust all obligations on the part of the Lessor under the Lease Agreements; (ii) acquiring vehicles and originating Lease Agreements on behalf of the Titling Trust; (iii) collecting and processing payments (including excess wear, damage and mileage deficiency balances on Liquidated Leases), responding to inquiries of Lessees or federal, State or local government authorities with respect to the Lease Agreements, investigating and collecting delinquencies, sending payment statements and reporting Tax information to relevant parties, paying costs of the sale or other disposition of Matured Vehicles and Leased Vehicles in accordance with the Customary Servicing Practices and this Agreement and paying or causing to be paid all state and local personal property, use, excise and sales Taxes on the Leased Vehicles (to the extent required to be paid by the Lessor under applicable State law) as and when such Taxes become due; (iv) negotiating Lease Agreements nearing their respective Maturity Dates and arranging for Extensions of such Lease Agreements and/or sale or other disposition of each related Leased Vehicle; (v) executing and delivering or causing to be executed and delivered, in its own name or in the name of the Titling Trust, as the case may be, any and all instruments, certificates or other documents necessary or advisable in connection with the servicing or administering of or collecting under the Lease Agreements and in respect of the Leased Vehicles, including: (A) bills of sale; (B) applications for originals or duplicates of Certificates of Title in the name of any Titling Trust Permissible Name and naming the Collateral Agent as lienholder, applications for registrations of Leased Vehicles or license plates, applications for transfers of Certificates of Title or registrations for Leased Vehicles or license plates and any instruments, certificates or other documents which the Servicer deems necessary or advisable to record, maintain or release title to or registration of Leased Vehicles in the manner contemplated hereby; (C) consents, amendments, extensions, deferrals or modifications to any of the Lease Agreements; and (D) all other instruments, certificates or other documents similar to the foregoing; (vi) executing powers of attorney to be delivered for the limited purpose of obtaining license plates and fulfilling other state requirements for registration of the Leased Vehicles; (vii) approving repairs to Leased Vehicles and endorsing the related insurance settlement checks for repair work; (viii) servicing the Lease Agreements, including: (A) accounting for collections and furnishing periodic statements with respect to distributions as set forth herein, in the applicable Servicing Supplement, in the Credit and Security Agreement or in the applicable Servicer Basic Documents, (B) generating or causing to be generated federal and State tax information and, to the extent required by applicable law, returns on behalf of the Titling Trust and (C) filing periodic sales and use Tax or property (real or personal) Tax reports; (ix) in connection with the creation and maintenance of the Lending Facility Pool and each Designated Pool, maintaining separate and distinct records for the Lending Facility Pool and each Designated Pool and separately accounting for the Trust Assets allocated to the Lending Facility Pool and each Designated Pool, including, with respect to (A) the Lending Facility, preparing and delivering to the Lender, the Owner Trustee and the Collateral Agent a schedule of Lease Agreements and Leased Vehicles allocated to the Lending Facility Pool and (B) any Exchange Note, to the extent provided in the related Servicing Supplement, preparing and delivering to the related Exchange Noteholder a schedule containing information with respect to the Lease Agreements and Leased Vehicles comprising the related Designated Pool, which schedule of Lease Agreements and Leased Vehicles and each such capacity information schedule shall managecontain information as of the most recent Collection Period prior to the date of such delivery; (x) applying for and maintaining the licenses and the filings described in Section 2.12(b) or in any Servicing Supplement; (xi) preparing and filing any UCC financing statements; (xii) except to the extent prohibited in the related Servicing Supplement with respect to any Designated Pool, servicetaking such actions as are required or desirable to effect Like Kind Exchanges for tax purposes or otherwise in connection with Like Kind Exchanges, administer and make collections including but not limited to (A) reallocating Leased Vehicles from the related Designated Pool to the Lending Facility Pool on the Receivablesbooks and records of the Titling Trust, (B) making the payments described herein on the relevant Exchange Note in connection with such reallocation of Liquidated Vehicles, (C) causing the assignment of the Net Liquidation Proceeds relating to each such Leased Vehicle to the Qualified Intermediary and perform directing the Qualified Intermediary, the Owner Trustee, the Collateral Agent and the Titling Trust with respect to the use of Net Liquidation Proceeds to obtain Replacement Vehicles and exchanging Replacement Vehicles for Liquidated Vehicles, (D) assigning and allocating Replacement Vehicles to the Lending Facility Pool and (E) taking such other actions required by as shall be necessary or advisable in connection with implementing such Like Kind Exchanges; (xiii) acting as agent of the Servicer under this Agreement. Titling Trust with respect to holding the Collateral Leases and Certificates of Title relating to the Collateral Leased Vehicles; and (xiv) such other activities as shall be necessary or advisable in connection with the foregoing. (b) The Servicer agrees that its servicing of the Receivables Lease Agreements and the Leased Vehicles shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, Customary Servicing Practices using the same degree of skill and attention that (i) as the Servicer exercises from time to time with respect to all comparable motor vehicle receivables Lease Agreements and Leased Vehicles that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, and performing the other duties specified herein. The Servicer, others or (ii) if GM Financial AmeriCredit is no longer the Servicer, GM Financialas is customarily exercised by prudent servicers employed to service retail leases of motorcycles, at the request automobiles, sport utility vehicles, minivans or light-duty trucks, as applicable, for themselves or others. (c) The Servicer may retain subservicers or agents by agreement, power of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, attorney or otherwise to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, assist the Servicer shall follow in performing its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehiclesservicing functions; provided, however, that notwithstanding the foregoing, any delegation of duties to any subservicer or agent shall not relieve the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. its obligations hereunder. (d) The Servicer is hereby authorized to commenceto, in its own name or in the name of the Titling Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 commence, defend against or to commence or otherwise participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) Proceeding relating to or involving a Receivablethe protection or enforcement of the interests of the Titling Trust, an Obligor Exchange Noteholder or a Financed Vehicleother Secured Party in any Lease Agreement, Leased Vehicle or other Trust Asset. If the Servicer commences shall engage in collection of delinquent amounts or participates commence, defend against or otherwise participate in such a legal proceeding Proceeding in its own namename or in the name of the Titling Trust, the Trust a relevant Exchange Noteholder or other Secured Party, each such Person shall thereupon be deemed to have automatically assigned such Receivable its interest in (including legal title to) the related Lease Agreement, Leased Vehicle or other Trust Asset, as applicable, to the Servicer solely to the extent necessary for the purposes of commencing or participating in any such proceeding as a party or claimant, Proceeding. (e) The Titling Trust and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited certain revocable powers of attorney and other documents which in form and substance acceptable to the Servicer may reasonably request and which Titling Trust or the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem Collateral Agent, as applicable, necessary or appropriate to enable the Servicer to carry out its servicing servicing, administration and administrative collection duties hereunder and under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligationseach applicable Servicing Supplement.

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make process collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and Procedures. Receivables set forth herein. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices billing statements to Obligors, reporting any required tax information to Obligorspolicing the collateral, monitoring the Collateralincluding remarketing repossessed and returned Financed Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), provisions of Section 2.02 (including the Dealer Assignments provisions regarding “Permitted Modifications” set forth therein) and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebylimitations set forth in Section 2.06(c), the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the as set forth herein. (c) The Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 2.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practicesVehicles (including proceeds). The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant or Receivable as contemplated by Section 2.03, to Section 4.3 enforce all obligations of the Seller, the Servicer, the Depositor or the Issuing Entity under this Agreement, the Pooling Agreement and the Further Transfer Agreements or to commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 2.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 2.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 2.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

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

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make process collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and Procedures. Receivables set forth herein. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices billing statements to Obligors, reporting any required tax information to Obligorspolicing the collateral, monitoring the Collateralincluding remarketing repossessed and returned Financed Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do soprovisions of Section 2.02 (including the provisions regarding “Permitted Modifications” set forth therein), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the as set forth herein. (c) The Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 2.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practicesVehicles (including proceeds). The Servicer is hereby authorized to (i) commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, (ii) participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant to or Receivable as contemplated by Section 4.3 2.03, (iii) enforce all obligations of the Seller, the Servicer, the Depositor or to the Issuing Entity under this Agreement, the Pooling Agreement and the Further Transfer Agreements or (iv) commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 2.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 2.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 2.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

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

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

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

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

Duties of the Servicer. The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale sales contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as GM Financial AFL is the Servicer, it shall substantially comply with the Servicing Policies policies and Procedures. procedures attached hereto as Schedule B. The Servicer’s 's duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral, complying with the terms of the Lockbox Agreement, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent Owner Trustee, the Indenture Trustee and the Trustee Security Insurer with respect to distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner Trustee to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except that the Servicer may forego collection efforts if the amount subject to collection is DE MINIMIS and if it would forego collection in accordance with the Servicer’s its customary practicesprocedures. The Servicer is hereby authorized to commence, in its own name or in the name of the TrustTrust (provided the Servicer has obtained the Owner Trustee's consent, which consent shall not be unreasonably withheld), a legal proceeding to enforce a Receivable pursuant to Section 4.3 3.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust Owner Trustee to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

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

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

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust ACOLT pursuant to this Agreement and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing dispositions of the Receivables shall be carried out Lease Assets in accordance with customary this Agreement and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes andeach other applicable ACOLT Transaction Document, to the extent more exactingwith reasonable care, the using that degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables automotive leases that it services for itself or others. In performing Each of the Secured Noteholders and the ACOLT Certificateholder, by acceptance of a Secured Note or the ACOLT Certificate, as the case may be, shall be deemed to authorize the Servicer to service, administer and make payments on its Secured Note or its ACOLT Certificate as provided herein. The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer set forth herein with respect to the Servicing Policies and Procedures. Lease Assets. (b) The Servicer’s duties with respect to the Lease Assets shall include, without limitation, include collecting and posting of all payments, responding to inquiries of Obligors on the ReceivablesLessees, investigating delinquencies, remarketing returned Leased Vehicles, sending payment invoices billing statements or coupon books to ObligorsLessees, reporting any required tax information (if any) to ObligorsLessees, policing the Leased Vehicles, monitoring the Collateralstatus of insurance policies with respect to the Lessees and the Leased Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee ACOLT with respect to distributions, generating federal income tax information, giving, on a timely basis, any required notices or instructions to the ACOLT Owner Trustee under the Declaration of Trust, giving any required instructions to VAULT under the VAULT Trust Agreement and performing the other duties specified hereinherein or in any other ACOLT Transaction Document. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of this Agreement, the Servicer shall follow its customary standards, policies, and procedures Customary Servicing Practices and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration administering and collection collecting that it may deem necessary or desirable. . (c) Without limiting the generality of the foregoing, the Servicer is hereby designated by ACOLT as the true and lawful attorney and agent for and on behalf of ACOLT, with full power and authority to perform any and all acts related to managing, servicing, administering and collecting any part of the ACOLT Trust Estate and any and all acts otherwise required or permitted to be performed by the Servicer under this Agreement and the other ACOLT Transaction Documents and is hereby authorized and empowered by the Trust ACOLT to execute and deliver, in its own name or on behalf of ACOLT, or both of them, as the Trustcase may be, any and all instruments of satisfaction satisfaction, extension or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to Lease Assets. The Servicer also has the Receivables right, power and with respect authority to designate in writing other Persons as true and lawful attorneys and agents for and on behalf of ACOLT to do anything that the Financed VehiclesServicer has the power to do under this Agreement and the other ACOLT Transaction Documents; provided, however, that notwithstanding the foregoingany such designation, the Servicer shall notremain liable for the performance of the duties and obligations of the Servicer hereunder and thereunder. (d) In addition, except pursuant the Servicer shall have the full power and authority to an order from a court do or cause to be done any and all things in connection with the servicing and administration of competent jurisdiction, release an Obligor from payment the Lease Assets that the Servicer may deem necessary or desirable in connection with arranging for the sale or other liquidation of the Leased Vehicles upon its receipt of possession thereof. In connection with any such sale or other liquidation of any unpaid amount under such Leased Vehicle, other than any Receivable sale directly or waive indirectly of such Leased Vehicle to the right to collect the unpaid balance of any Receivable from the Obligor, except related Lessee in accordance with the Servicer’s customary practices. related Lease, the Servicer shall use commercially reasonable efforts to maximize the Sale Proceeds received in connection with the sale or other liquidation of any such Leased Vehicle; provided, however, that the Servicer shall have no liability to ACOLT or the Further Holders in connection with any sale or other liquidation of a Leased Vehicle to the extent the Servicer arranges for such sale or other liquidation of such Leased Vehicle in accordance with its Customary Servicing Practices. (e) The Servicer is hereby authorized (i) to commence, in its own name or in the name of the TrustACOLT, a legal proceeding proceeding, whether through judicial or non-judicial process, to enforce a Receivable pursuant defaulted Lease Asset as contemplated by Section 2.05, to Section 4.3 enforce all obligations of ACOLT under this Agreement and the other ACOLT Transaction Documents or (ii) to commence or participate in any other a legal proceeding (including, without limitation, including a voluntary or involuntary bankruptcy or liquidation proceeding) relating to or involving a Receivable, an Obligor or a Financed VehicleLease Asset. If the Servicer commences or participates in such a legal or liquidation proceeding in its own name, the Trust ACOLT shall thereupon be deemed to have automatically assigned such Receivable Lease Asset to the Servicer solely immediately prior to any such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is hereby authorized and empowered by the Trust ACOLT to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee ACOLT shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the other ACOLT Transaction Documents. As set forth If in Section 9.3, in the event any enforcement suit or legal proceeding it is held that the Servicer fails may not enforce a Lease Asset on the grounds that it is not a real party in interest or a holder entitled to perform its obligations hereunderenforce such Lease Asset, the successor Servicer shall be responsible for ACOLT Owner Trustee shall, at the Servicer’s duties expense, take such steps as the Servicer deems necessary to enforce such Lease Asset, including bringing such suit or proceeding in this Agreement the ACOLT Owner Trustee’s name. (f) Notwithstanding the sale of any Lease Assets under the Sale and Contribution Agreement, the Servicer shall continue to act as if it the Collateral Agent, having the rights and obligations described in Article VII of the Receivables Servicing Agreement, on behalf of ACOLT or any holder of a Secured Note as though ACOLT or such holder were the Servicer“Owner” under the Receivables Servicing Agreement, provided that to be the successor Servicer shall not be liable secured party of record on certificates of title and for the Servicer’s breach of its obligationsother purposes specified therein.

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

Duties of the Servicer. The Servicer is hereby authorized to act Servicer, as agent for the Trust and in such capacity the Securityholders (to the extent provided herein) shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, using that degree of skill and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with attention customary and usual procedures of for institutions which service motor vehicle retail installment sale contracts or promissory notes and security agreements, in each case, similar to the Receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the such Receivables, investigating delinquencies, sending payment invoices statements to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and collections, furnishing monthly and annual statements to the Trust Collateral Agent Trustee and the Owner Trustee with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, and subject to the servicing standards set forth in this Agreement, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of itself, the TrustTrust or the Securityholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to such Receivables or to the Financed Vehicles securing such Receivables and and/or the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles; provided, however, that notwithstanding Vehicles issued by the foregoing, applicable Department of Motor Vehicles or similar authority. If the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, commence a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned assigned, solely for the purpose of collection, such Receivable to the Servicer solely for purposes of commencing or participating Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such proceeding as a party Receivable, the Trust shall, at the Servicer’s expense and direction, take steps to enforce such Receivable, including bringing suit in its name or claimantthe name of the Securityholders. The Servicer shall prepare and furnish, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent Trustee and the Owner Trustee shall furnish the Servicer with execute, any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer. The Servicer is hereby appointed and authorized to act as agent for a contractor of the Trust Owner and the Indenture Trustee with respect to servicing the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle medium and heavy duty truck, truck chassis, bus and trailer receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and ProceduresReceivables set forth herein. The Servicer’s duties with respect to all Receivables shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral securing the Receivables, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, thereto and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 2.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner and the Indenture Trustee pursuant to this Section 2.01, to execute and deliver, on behalf of the Trust, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the related Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or commence in the name of the TrustOwner or, to the extent necessary, in its own name, a legal proceeding to enforce a Liquidating Receivable pursuant to as contemplated by Section 4.3 or 2.04, and to commence or participate in any other legal proceeding (including, without limitation, including a bankruptcy proceeding) relating to or involving a Receivable (including a Liquidating Receivable, an Obligor or a Financed Vehicle). If the Servicer commences or participates in any such a legal proceeding in its own name, the Trust Owner thereupon shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or and participating in any such proceeding as a party or claimant, and the Servicer is hereby authorized and empowered by the Trust Owner, to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and If in any proceeding it is held that the Servicer may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Owner Trustee shall, at the Servicer’s expense and written directions, take such reasonable steps as the Servicer reasonably deems necessary to enforce the Receivable, including bringing suit in the name of such Person. The Owner, upon the written request of the Servicer, shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may reasonably deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the other Basic Documents. As set forth in Section 9.3Except to the extent required by the preceding three sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 2.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of any equivalent authority and rights of the Servicer’s breach of its obligationsOwner.

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make process collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and Procedures. Receivables set forth herein. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices billing statements to Obligors, reporting any required tax information to Obligorspolicing the collateral, monitoring the Collateralincluding remarketing repossessed and returned Financed Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 2.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. . (c) Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 2.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practicesVehicles (including proceeds). The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant or Receivable as contemplated by Section 2.03, to Section 4.3 enforce all obligations of the Seller, the Servicer, the Depositor or the Issuing Entity under this Agreement, the Pooling Agreement and the Further Transfer Agreements or to commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 2.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 2.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 2.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle medium and heavy duty truck, bus and trailer receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and ProceduresReceivables set forth herein. The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 3.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 3.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or commence in the name of the TrustOwner of such Receivable or, to the extent necessary, in its own name, a legal proceeding to enforce a Liquidating Receivable pursuant as contemplated by Section 3.04, to Section 4.3 enforce all obligations of NFC and NFRRC, in its capacity as the Seller or otherwise, under each of the Purchase Agreement and the Further Transfer and Servicing Agreements or to commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceeding) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Owner of such Receivable shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and Any Owner of Receivables, upon the Owner Trustee written request of the Servicer, shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the other Further Transfer and Servicing Agreements. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 3.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Receivables set forth herein and in the Further Transfer and Servicing Policies and Procedures. Agreements. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices billing statements to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 3.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. . (c) Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 3.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant or Receivable as contemplated by Section 3.04, to Section 4.3 enforce all obligations of the Seller, the Servicer, Ally Auto or the Issuing Entity under this Agreement and under the Further Transfer and Servicing Agreements or to commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 3.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 3.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the Further Transfer and Servicing Agreements. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 3.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and Procedures. Receivables set forth herein. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices billing statements to Obligors, reporting any required tax information to Obligorspolicing the collateral, monitoring the Collateralincluding remarketing repossessed and returned Financed Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 2.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. . (c) Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 2.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practicesVehicles (including proceeds). The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant or Receivable as contemplated by Section 2.03, to Section 4.3 enforce all obligations of the Seller, the Servicer, the Depositor or the Issuing Entity under this Agreement, the Pooling Agreement and the Further Transfer Agreements or to commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 2.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 2.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 2.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make process collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Receivables set forth herein and in the Further Transfer and Servicing Policies and Procedures. Agreements. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices billing statements to Obligors, reporting any required tax information to Obligorspolicing the collateral, monitoring the Collateralincluding remarketing repossessed and returned Financed Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), provisions of Section 3.02 (including the Dealer Assignments provisions regarding “Permitted Modifications” set forth therein) and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebylimitations set forth in Section 3.07(a)(iii)), the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. as set forth herein. (c) Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 3.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practicesVehicles (including proceeds). The Servicer is hereby authorized to (i) commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, (ii) participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant to or Receivable as contemplated by Section 4.3 3.03, (iii) enforce all obligations of the Seller, the Servicer, XXXX or to the Issuing Entity under this Agreement and under the Further Transfer and Servicing Agreements or (iv) commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 3.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 3.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the Further Transfer and Servicing Agreements. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 3.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. The Servicer is hereby authorized to act as agent for the Trust Issuer and the Contributor and in such capacity shall manage, service, administer and make collections on the ReceivablesLeases, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables Leases shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail equipment lease contracts, installment sale contracts or contracts, promissory notes notes, loan and security agreements and other similar types of receivables comparable to the Leases and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables such contracts that it services for itself or others. In performing such duties, so long as GM Financial Vendor Services is the Servicer, it shall substantially comply in all material respects with its customary standards, policies and procedures in effect from time to time. The Servicer may at any time change its customary standards, policies and procedures; provided that any such change shall not materially impair the Servicing Policies collectibility of any Lease nor the Servicer's ability to perform its obligations under this Agreement and Proceduresthe Related Documents. The Servicer’s 's duties shall include, without limitation, collecting billing, collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesLeases, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent Issuer and the Trustee with respect to distributions, monitoring the status of Insurance Policies with respect to the Equipment and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, Servicer shall also administer and enforce all material rights and responsibilities of the holder of lessor or secured party under the Receivables Leases and provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the ReceivablesLeases, the Financed Vehicles Equipment or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, authority to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable, including the authority to forego collection efforts under circumstances deemed appropriate by the Servicer in accordance with its customary standards, policies and procedures. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Issuer to execute and deliver, on behalf of the TrustContributor and the Issuer or either of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables Leases and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except Equipment in accordance with the Servicer’s its customary practicesstandards, policies and procedures. The Servicer is hereby authorized to commence, in its own name (or in the name of the TrustIssuer, provided the Servicer has obtained the Issuer's consent, which consent shall not be unreasonably withheld), a legal proceeding to enforce a Receivable Lease pursuant to Section 4.3 3.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a ReceivableLease, an Obligor or a Financed Vehiclethe related Equipment. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Issuer shall thereupon be deemed to have automatically assigned such Receivable Lease to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust Issuer to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee Issuer shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

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

Duties of the Servicer. The Servicer is hereby authorized to act as agent for covenants and agrees that, following the Trust and in such capacity shall manageappointment of, serviceor assumption of duties by, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. a Successor Servicer: (a) The Servicer agrees shall terminate its activities as Servicer hereunder in a manner that its facilitates the transfer of servicing of duties to the Receivables shall be carried out in accordance with customary Successor Servicer and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes is otherwise acceptable to Buyer and the Administrative Agent and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, shall, at its own expense, timely deliver (i) any funds to the Servicer is hereby authorized Administrative Agent that were required to be remitted to the Administrative Agent for deposit in the Agent Account under the Funding Agreement and empowered by the Trust to execute (ii) copies of all Servicing Records and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, information with respect to the Transferred Receivables to the Successor Servicer at a place selected by the Successor Servicer. The Servicer shall cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement and shall account for all funds and shall execute and deliver such instruments and do such other things as may be required to vest and confirm in the Successor Servicer all rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring all files and other documents in respect of the Transferred Receivables to the Successor Servicer shall be for the account of the predecessor Servicer. (b) The Servicer shall terminate each existing Sub-Servicing Agreement and the Successor Servicer shall not be deemed to have assumed any of the Servicer’s interests therein or to have replaced the Servicer as a party thereto. (c) In the event that the Servicer is terminated as Servicer hereunder but no Successor Servicer has been appointed, the Servicer shall timely deliver to the Administrative Agent or its designee, at a place designated by the Administrative Agent or such designee, all Servicing Records and other information with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant Transferred Receivables which otherwise would be required to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable delivered to the Successor Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimantunder Section 9.03(a) above, and the Servicer is authorized all reasonable costs and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments expenses (including reasonable attorneys’ fees) incurred in connection with any transferring such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney files and other documents which to the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer Administrative Agent shall be responsible for the account of the predecessor Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer. (a) The Servicer is hereby authorized shall take or cause to act be taken all such actions as agent for it deems necessary or advisable to collect each Pool Receivable from time to time, all in accordance, in all material respects, with applicable laws, tariffs, rules, regulations and the Trust Credit and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this AgreementCollection Policy. The Servicer agrees that its servicing Each of the Receivables shall be carried out in accordance with customary Borrower, each Lender, each LC Issuer, each Liquidity Provider, each Facility Agent and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes andthe Administrative Agent hereby appoints as its agent the Servicer, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect designated pursuant to all comparable motor vehicle receivables that it services for itself or othersSection 6.01, to enforce its respective rights and interests in and under the Pool Receivables and the Related Security. In performing such duties, The Servicer (so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), NRG Retail LLC) will at all times apply the Dealer Assignments same standards and follow the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and same procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and decision to commence litigation with respect to the Financed VehiclesPool Receivables, and in prosecuting and litigating with respect to Pool Receivables, as it applies and follows with respect to trade accounts receivable serviced by it which are not Pool Receivables; provided, however, that notwithstanding the foregoingfrom and after an Event of Termination, the Servicer shall not, except pursuant commence or settle any legal action to an order from a court of competent jurisdiction, release an Obligor from payment enforce collection of any unpaid amount under any Delinquent Receivable or waive Defaulted Receivable as directed by the right Administrative Agent; provided, further, that the Servicer shall not be required to collect take any action that (i) is contrary to any applicable law or (ii) any existing applicable agreement. In no event shall the unpaid balance Servicer be entitled to make the Administrative Agent, any Facility Agent, any Lender or any Liquidity Provider a party to any litigation without the such Person’s express prior written consent. (b) In the event the Servicer receives any Collections or other proceeds of any Receivable from the ObligorCollateral, except it shall hold such Collections and other proceeds on behalf of the Borrower for application and remittance in accordance with Section 2.07 or 2.08, as applicable, and it shall remit the same to the Collection Account or, if the Collection Account is not established, the Designated Deposit Account to the extent required hereunder. The Borrower shall deliver to the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by shall hold in trust for the Trust to execute and deliver in Borrower, the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent Lenders and the Owner Trustee shall furnish Liquidity Providers in accordance with their respective interests, all books and records. (c) The Servicer shall, as soon as practicable following receipt, turn over to the Person entitled thereto collections in respect of any receivable which is not a Pool Receivable less, to the extent the Servicer with performed any limited powers collection or enforcement actions which it was authorized by such Person to perform, all reasonable and appropriate out of attorney pocket costs and other documents which the expenses of such Servicer may reasonably request incurred in collecting and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligationsenforcing such receivable.

Duties of the Servicer. The Servicer is hereby authorized to act Servicer, as agent for the Trust Trust, the Securityholders and in such capacity the Note Insurer (to the extent provided herein) shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, using that degree of skill and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with attention customary and usual procedures of for institutions which service motor vehicle retail installment sale contracts or promissory notes similar to the Receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the such Receivables, investigating delinquencies, sending payment invoices statements to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and collections, furnishing monthly and annual statements to the Trust Collateral Agent Trustee, the Owner Trustee and the Trustee Note Insurer with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, and subject to the servicing standards set forth in this Agreement, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of itself, the TrustTrust or the Securityholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to such Receivables or to the Financed Vehicles securing such Receivables and and/or the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to such Financed Vehicles; provided, however, that notwithstanding the foregoing, . If the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, commence a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned assigned, solely for the purpose of collection, such Receivable to the Servicer solely for purposes of commencing or participating Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such proceeding as a party Receivable, the Trust shall, at the Servicer's expense and direction, take steps to enforce such Receivable, including bringing suit in its name or claimantthe name of the Securityholders. The Servicer shall prepare and furnish, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent Trustee and the Owner Trustee shall furnish the Servicer with execute, any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make process collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and Procedures. Receivables set forth herein. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices billing statements to Obligors, reporting any required tax information to Obligorspolicing the collateral, monitoring the Collateralincluding remarketing repossessed and returned Financed Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), provisions of Section 2.02 [(including the Dealer Assignments provisions regarding “Permitted Modifications” set forth therein) and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebylimitations set forth in Section 2.06(c)], the Servicer shall follow its customary standards, policies, policies and procedures [and shall have full power and authority, acting alone, to do any and all things things] in connection with such managing, servicing, administration and collection that [as set forth herein][that it may deem necessary or desirable. ]. (c) [Without limiting the generality of the foregoing, the the] Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 2.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practicesVehicles (including proceeds). The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant or Receivable as contemplated by Section 2.03, to Section 4.3 enforce all obligations of the Seller, the Servicer, the Depositor or the Issuing Entity under this Agreement, the Pooling Agreement and the Further Transfer Agreements or to commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 2.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 2.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 2.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

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

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and Procedures. Receivables set forth herein. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices billing statements to Obligors, reporting any required tax information to Obligorspolicing the collateral, monitoring the Collateralincluding remarketing repossessed and returned Financed Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 2.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. . (c) Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 2.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant or Receivable as contemplated by Section 2.03, to Section 4.3 enforce all obligations of the Seller, the Servicer, the Depositor or the Issuing Entity under this Agreement, the Pooling Agreement and the Further Transfer Agreements or to commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 2.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 2.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 2.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. The Servicer is hereby authorized to act Servicer, as agent for the Trust (as holder of the Grantor Trust Certificate) and in such capacity the Securityholders (to the extent provided herein) shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, using that degree of skill and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with attention customary and usual procedures of for institutions which service motor vehicle retail installment sale contracts or promissory notes and security agreements, in each case, similar to the Receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the such Receivables, investigating delinquencies, sending payment invoices statements to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and collections, furnishing monthly and annual statements to the Indenture Trustee, the Grantor Trust Collateral Agent Trustee and the Owner Trustee with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, and subject to the servicing standards set forth in this Agreement, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of itself, the Trust, the Grantor Trust or the Securityholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the such Receivables and with respect or to the Financed Vehicles; provided, however, that notwithstanding Vehicles securing such Receivables and/or the foregoing, Lien Certificates. If the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, commence a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, Trust and the Grantor Trust shall thereupon be deemed to have automatically assigned assigned, solely for the purpose of collection, such Receivable to the Servicer solely for purposes of commencing or participating Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such proceeding Receivable, the Trust or the Grantor Trust, as a party applicable, shall, at the Servicer’s expense and direction, take steps to enforce such Receivable, including bringing suit in its name or claimantthe name of the Securityholders. The Servicer shall prepare and furnish, and the Servicer is authorized and empowered by Grantor Trust Trustee, the Trust to execute and deliver in Delaware Trustee, the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent Indenture Trustee and the Owner Trustee shall furnish the Servicer with execute, any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer. The Servicer is hereby authorized to act Servicer, as agent for the Trust Issuer (to the extent provided herein), and in such capacity capacity, shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, using that degree of skill and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with attention customary and usual procedures of for institutions which service motor vehicle retail installment sale contracts or promissory notes similar to the Receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the such Receivables, investigating delinquencies, sending payment invoices statements to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and collections, furnishing monthly and annual statements to the Trust Collateral Agent Agent, the Indenture Trustee, the Back-up Servicer and the Trustee Note Insurer with respect to distributions, payments and performing complying with the other duties specified hereinterms of the Lock-Box Agreement. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, Servicer shall also administer and enforce all rights and responsibilities of the holder holders of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies Agreements relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, and subject to the servicing standards set forth in this Agreement, the Servicer is hereby authorized and empowered by the Trust Collateral Agent to execute and deliver, on behalf of itself, the TrustIssuer, the Noteholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to such Receivables or to the Financed Vehicles securing such Receivables and and/or the certificates of title or other evidence of ownership with respect to the such Financed Vehicles; providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, not release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except (i) pursuant to an order from a court of competent jurisdiction, (ii) in accordance with the Servicer’s its customary practices. The Servicer is hereby authorized to commence, procedures or (iii) in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to accordance with Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations4.

Duties of the Servicer. The Servicer is hereby authorized to act Servicer, as agent for the Trust Trust, the Securityholders and in such capacity the Note Insurer (to the extent provided herein) shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, using that degree of skill and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with attention customary and usual procedures of for institutions which service motor vehicle retail installment sale contracts or promissory notes similar to the Receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the such Receivables, investigating delinquencies, sending payment invoices statements to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and collections, furnishing monthly and annual statements to the Trust Collateral Agent Trustee, the Owner Trustee and the Trustee Note Insurer with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, and subject to the servicing standards set forth in this Agreement, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of itself, the TrustTrust or the Securityholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to such Receivables or to the Financed Vehicles securing such Receivables and and/or the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles; provided, however, that notwithstanding Vehicles issued by the foregoing, applicable Department of Motor Vehicles or similar authority. If the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, commence a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned assigned, solely for the purpose of collection, such Receivable to the Servicer solely for purposes of commencing or participating Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such proceeding as a party Receivable, the Trust shall, at the Servicer's expense and direction, take steps to enforce such Receivable, including bringing suit in its name or claimantthe name of the Securityholders. The Servicer shall prepare and furnish, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent Trustee and the Owner Trustee shall furnish the Servicer with execute, any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

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

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Receivables set forth herein and in the Further Transfer and Servicing Policies and Procedures. Agreements. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 3.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. . (c) Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 3.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, to enforce a Liquidating Receivable pursuant as contemplated by Section 3.04, to Section 4.3 enforce all obligations of the Seller, the Servicer and CXXX under this Agreement and under the Further Transfer and Servicing Agreements or to commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 3.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 3.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the Further Transfer and Servicing Agreements. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 3.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Receivables, Collateral Obligations and perform the other actions required to be taken by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary the terms and usual procedures provisions of institutions which service motor vehicle retail installment sale contracts this Agreement and the Servicing Standard. (a) The Servicer shall take or promissory notes andcause to be taken all such actions, as may be reasonably necessary or advisable to attempt to recover Collections from time to time, all in accordance with (i) Applicable Law, (ii) the extent more exactingapplicable Collateral Obligation and its Underlying Instruments and (iii) the Servicing Standard. The Borrower hereby appoints the Servicer, the degree of skill and attention that the Servicer exercises from time to time designated pursuant to Section 7.1, as agent for itself and in its name to enforce and administer its rights and interests in the Collections and the related Collateral Obligations. (b) The Servicer shall administer the Collections in accordance with the procedures described herein. The Servicer shall (i) instruct all Obligors (and related agents) to deposit Collections directly into the Collection Account, (ii) deposit all Collections received directly by it into the Collection Account within one (1) Business Day of receipt thereof and (iii) cause the Equityholder and each Lender Agent that is Affiliated with it to deposit all Collections received directly by the Equityholder or Affiliate into the Collection Account within one (1) Business Day of receipt thereof. The Servicer shall identify all Collections as either Principal Collections or Interest Collections, as applicable. The Servicer shall make such deposits or payments by electronic funds transfer through the Automated Clearing House system, or by wire transfer. (c) The Servicer shall maintain for the Borrower and the Secured Parties in accordance with their respective interests all Records that evidence or relate to the Collections not previously delivered to the Collateral Agent and shall, as soon as reasonably practicable upon demand of the Agent, make available, or, upon the Agent’s demand following the occurrence and during the continuation of a Servicer Event of Default, deliver to the Agent copies of all Records in its possession which evidence or relate to the Collections. (d) The Servicer shall, as soon as practicable following receipt thereof, turn over to the applicable Person any cash collections or other cash proceeds received with respect to all comparable motor vehicle receivables each Collateral Obligation that it services for itself do not constitute Collections or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply were paid in connection with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements a Retained Interest. (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebye) On each Measurement Date, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, (on behalf of the TrustBorrower) shall re-determine the status of each Eligible Collateral Obligation as of such date and provide notice of any change in the status of any Eligible Collateral Obligation to the Collateral Administrator and, any and all instruments of satisfaction or cancellationas a consequence thereof, or of partial or full release or discharge, and all other comparable instrumentsCollateral Obligations that were previously Eligible Collateral Obligations on a prior Measurement Date may be excluded from the Aggregate Eligible Collateral Obligation Amount on such Measurement Date. (f) The Servicer may, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name prior written consent of the TrustAgent, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in execute any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in of its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth Agreement and the other Transaction Documents by or through its subsidiaries, affiliates, agents or attorneys in Section 9.3fact; provided that, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer it shall be responsible remain liable for the Servicer’s all such duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligationsperformed such duties itself.

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

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

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

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Receivables set forth herein and in the Further Transfer and Servicing Policies and Procedures. Agreements. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 3.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. . (c) Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 3.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant or Receivable as contemplated by Section 3.04, to Section 4.3 enforce all obligations of the Seller, the Servicer, Ally Auto or the Issuing Entity under this Agreement and under the Further Transfer and Servicing Agreements or to commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 3.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 3.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the Further Transfer and Servicing Agreements. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 3.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

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

Duties of the Servicer. The Servicer is hereby authorized to act as agent for the Trust (and also on behalf of the Indenture Trustee and the Noteholders) and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement, the Indenture and the Series Supplement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale sales contracts or promissory notes and/or motor vehicle installment loans and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as GM Financial HSBC Finance Corporation is the Servicer, it shall substantially comply with the Servicing Policies standard and Procedurescustomary procedures for servicing all of its comparable motor vehicle receivables. The Servicer’s duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices monthly billing statements to Obligors, reporting any required tax information to Obligors, monitoring the Collateralcollateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent Indenture Trustee, the Administrator and the Trustee Noteholders with respect to distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and HSBC Finance Corporation shall maintain make commercially reasonable efforts to obtain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments Assignments, the Alliance Agreements, the Alliance Assignments, the Master Receivables Purchase Agreements, and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments Assignments, Alliance Agreements, the Alliance Assignments, the Master Receivables Purchase Agreements, and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. In performing such duties, the Servicer or any Subservicer may delegate their duties in accordance with Section 9.5 hereof. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent Indenture Trustee and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer. The Servicer is hereby authorized to act Servicer, as agent for the Trust Issuer (to the extent provided herein), and in such capacity capacity, shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, using that degree of skill and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with attention customary and usual procedures of for institutions which service motor vehicle retail installment sale contracts or promissory notes similar to the Receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the such Receivables, investigating delinquencies, sending payment invoices statements to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and collections, furnishing monthly and annual statements to the Trust Collateral Agent Agent, the Indenture Trustee, the Back-up Servicer and the Trustee Note Insurer with respect to distributions, payments and performing complying with the other duties specified hereinterms of the Lock-Box Agreement. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, Servicer shall also administer and enforce all rights and responsibilities of the holder holders of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies Agreements relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, and subject to the servicing standards set forth in this Agreement, the Servicer is hereby authorized and empowered by the Trust Collateral Agent to execute and deliver, on behalf of itself, the TrustIssuer, the Noteholders, the Class C Certificateholder or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to such Receivables or to the Financed Vehicles securing such Receivables and and/or the certificates of title or other evidence of ownership with respect to the such Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, not release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except (i) pursuant to an order from a court of competent jurisdiction, (ii) in accordance with the Servicer’s its customary practices. The Servicer is hereby authorized to commence, procedures or (iii) in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to accordance with Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations4.

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

Duties of the Servicer. The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Receivables set forth herein and in the Further Transfer and Servicing Policies and ProceduresAgreements. The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 3.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 3.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding to enforce a Liquidating Receivable pursuant as contemplated by Section 3.04, to Section 4.3 enforce all obligations of GMAC and XXXX under this Agreement and under the Further Transfer and Servicing Agreements or to commence or participate in any other a legal proceeding (including, including without limitation, limitation a bankruptcy proceeding) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 3.01, to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer's request from time to time, the Owner of a Receivable assigned under this Section 3.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the Further Transfer and Servicing Agreements. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 3.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. The Servicer is hereby authorized to act Servicer, as agent for the Trust Issuer (to the extent provided herein), and in such capacity capacity, shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, using that degree of skill and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with attention customary and usual procedures of for institutions which service motor vehicle retail installment sale contracts or promissory notes similar to the Receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the such Receivables, investigating delinquencies, sending payment invoices statements to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and collections, furnishing monthly and annual statements to the Trust Collateral Agent Agent, the Indenture Trustee, the Back-up Servicer [and the Trustee Note Insurer] with respect to distributions, payments and performing complying with the other duties specified hereinterms of the Lock-Box Agreement. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, Servicer shall also administer and enforce all rights and responsibilities of the holder holders of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies Agreements relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, and subject to the servicing standards set forth in this Agreement, the Servicer is hereby authorized and empowered by the Trust Collateral Agent to execute and deliver, on behalf of itself, the TrustIssuer, the Noteholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to such Receivables or to the Financed Vehicles securing such Receivables and and/or the certificates of title or other evidence of ownership with respect to the such Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, not release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except (i) pursuant to an order from a court of competent jurisdiction, (ii) in accordance with the Servicer’s its customary practices. The Servicer is hereby authorized to commence, procedures or (iii) in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to accordance with Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations4.

Duties of the Servicer. The Servicer is hereby appointed and authorized to act as agent for the Trust Owner with respect to servicing the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle medium and heavy duty truck, truck chassis, bus and trailer receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and ProceduresReceivables set forth herein. The Servicer’s 's duties with respect to all Receivables shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral securing the Receivables, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, thereto and performing the other duties specified herein. The ServicerWith respect to Receivables which are Retail Leases and the related Financed Vehicles, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, 's duties shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for include those matters specified in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Titling Trust Servicing Agreement. Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 2.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner and the Collateral Agent pursuant to this Section 2.01, to execute and deliver, on behalf of the Trust, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the related Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or commence in the name of the TrustOwner or, to the extent necessary, in its own name, a legal proceeding to enforce a Liquidating Receivable pursuant to as contemplated by Section 4.3 or 2.04, and to commence or participate in any other legal proceeding (including, without limitation, including a bankruptcy proceeding) relating to or involving a Receivable (including a Liquidating Receivable, an Obligor or a Financed Vehicle). If the Servicer commences or participates in any such a legal proceeding in its own name, the Trust Owner and the Collateral Trustee shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or and participating in any such proceeding as a party or claimant, and the Servicer is hereby authorized and empowered by the Trust Owner and the Collateral Trustee, to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent If in any proceeding it is held that the Servicer may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, each of the Owner and the Collateral Trustee shall, at the Servicer's expense and written directions, take such reasonable steps as the Servicer reasonably deems necessary to enforce the Receivable, including bringing suit in the name of such Person. The Owner Trustee and the Collateral Trustee, upon the written request of the Servicer, shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may reasonably deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the other Basic Documents. As set forth in Section 9.3Except to the extent required by the preceding three sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 2.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of any equivalent authority and rights of the Servicer’s breach of its obligationsOwner and the Collateral Trustee.

Duties of the Servicer. The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Receivables, Receivables and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which that service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, with the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or othersothers provided, however, that the Servicer shall not materially change its servicing standards and procedures without the prior written consent of the Insurer, which consent shall not be unreasonably withheld; provided further, however, such consent shall not be required if the Servicer has given the Insurer notice in writing of such request and the Insurer has not responded to any request for consent within five (5) Business Days of receipt of such request. In performing such duties, it shall comply with its current servicing policies and procedures, as such servicing policies and procedures may be amended from time to time, so long as GM Financial is such amendments shall not materially and adversely affect the Servicerinterests of the Noteholders, it shall substantially comply with the Servicing Policies and ProceduresInsurer or the Trust. The Servicer’s 's duties shall include, without limitation, collecting notifying each Obligor to make its Contract Scheduled Payments and all other payments on the Receivables directly to the Lockbox Bank, collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending statements or payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring the Collateralcollateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent Indenture Trustee and the Trustee Insurer with respect to distributions, monitoring the status of the Insurance Policies, maintaining the collateral insurance, if any, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer. The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Receivables set forth herein and in the Further Transfer and Servicing Policies and ProceduresAgreements. The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 3.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 3.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding to enforce a Liquidating Receivable pursuant as contemplated by Section 3.04, to Section 4.3 enforce all obligations of GMAC and CARI under this Agreement and under the Further Transfer and Servicinx Xgreements or to commence or participate in any other a legal proceeding (including, including without limitation, limitation a bankruptcy proceeding) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Owner of such Receivable shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the Further Transfer and Servicing Agreements. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 3.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

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

Duties of the Servicer. The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Receivables set forth herein and in the Further Transfer and Servicing Policies and ProceduresAgreements. The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 3.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 3.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding to enforce a Liquidating Receivable pursuant as contemplated by Section 3.04, to Section 4.3 enforce all obligations of GMAC and CARI under this Agreement and under the Further Transfer and Servicixx Agreements or to commence or participate in any other a legal proceeding (including, including without limitation, limitation a bankruptcy proceeding) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 3.01, to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer's request from time to time, the Owner of a Receivable assigned under this Section 3.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the Further Transfer and Servicing Agreements. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 3.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make process collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Receivables set forth herein and in the Further Transfer and Servicing Policies and Procedures. Agreements. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices billing statements to Obligors, reporting any required tax information to Obligorspolicing the collateral, monitoring the Collateralincluding remarketing repossessed and returned Financed Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), provisions of Section 3.02 [(including the Dealer Assignments provisions regarding “Permitted Modifications” set forth therein) and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebylimitations set forth in Section 3.07(a)(iii)], the Servicer shall follow its customary standards, policies, policies and procedures [and shall have full power and authority, acting alone, to do any and all things things] in connection with such managing, servicing, administration and collection that [as set forth herein][that it may deem necessary or desirable. ]. (c) [Without limiting the generality of the foregoing, the the] Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 3.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practicesVehicles (including proceeds). The Servicer is hereby authorized to (i) commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, (ii) participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant to or Receivable as contemplated by Section 4.3 3.04, (iii) enforce all obligations of the Seller, the Servicer, XXXX or to the Issuing Entity under this Agreement and under the Further Transfer and Servicing Agreements or (iv) commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 3.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 3.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the Further Transfer and Servicing Agreements. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 3.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make process collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and Procedures. Receivables set forth herein. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices billing statements to Obligors, reporting any required tax information to Obligorspolicing the collateral, monitoring the Collateralincluding remarketing repossessed and returned Financed Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), provisions of Section 2.02 [(including the Dealer Assignments provisions regarding “Permitted Modifications” set forth therein) and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebylimitations set forth in Section 2.06(c)], the Servicer shall follow its customary standards, policies, policies and procedures [and shall have full power and authority, acting alone, to do any and all things things] in connection with such managing, servicing, administration and collection that [as set forth herein][that it may deem necessary or desirable. Without limiting the generality of the foregoing, the ]. (c) The Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 2.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practicesVehicles (including proceeds). The Servicer is hereby authorized to (i) commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, (ii) participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant to or Receivable as contemplated by Section 4.3 2.03, (iii) enforce all obligations of the Seller, the Servicer, the Depositor or to the Issuing Entity under this Agreement, the Pooling Agreement and the Further Transfer Agreements or (iv) commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 2.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 2.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 2.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. The Servicer is hereby authorized to act as agent for the Trust Issuer and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale sales contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle Motor Vehicle receivables that it services for itself or othersitself. In performing such duties, so long as GM Financial FEFG is the Servicer, it shall substantially comply with its current servicing policies and procedures, as such servicing policies and procedures may be amended from time to time, so long as such amendments will not materially adversely affect the Servicing Policies and Proceduresinterests of the Noteholders. The Servicer’s 's duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring the Collateralcollateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent Issuer, the Trustee and the Trustee Security Insurer with respect to distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Issuer to execute and deliver, on behalf of the TrustIssuer, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the TrustIssuer (provided the Servicer has obtained the Issuer's consent, which consent shall not be unreasonably withheld), a legal proceeding to enforce a Receivable pursuant to Section 4.3 3.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Issuer shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust Issuer to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee Issuer shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer. (a) The Servicer is hereby authorized to act Servicer, acting alone and/or through subservicers as agent for the Trust and provided in such capacity this Section 3.1, shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance serviced by it with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Proceduresreasonable care. The Servicer’s 's duties shall include, without limitationbut not be limited to, collecting the collection and posting of all payments, responding to inquiries of by Obligors on the Receivables, or by federal, state, or local governmental authorities, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, monitoring the status of the Insurance Policies with respect to Financed Vehicles and performing providing collection and repossession services in the other duties specified hereinevent of Obligor default. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyIn performing its duties as Servicer hereunder, the Servicer shall follow its customary will exercise that degree of skill and care that the Servicer exercises with respect to similar motor vehicle retail installment sale contracts or motor vehicle retail installment loans owned and/or serviced by the Servicer and that is consistent with prudent industry standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Trustee to execute and deliver, on behalf of itself, the Trust, the Trustee, and the Certificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect or to the Financed Vehicles, all in accordance with this Agreement; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance (including accrued interest) of any Receivable from the Obligor, except in connection with a de minimis deficiency which the Servicer would not attempt to collect in accordance with its customary procedures. If the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, shall commence a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Trustee shall thereupon be deemed to have automatically assigned such Receivable to the Servicer Servicer, which assignment shall be solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceedingcollection. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem instruments necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under hereunder. From time to time during the term of this Agreement, the Servicer may enter into agreements with (i) one or more Affiliates for the servicing and administration of certain of the Receivables; provided, however, that any such subservicer shall be and shall remain, for so long as it is acting as subservicer, an Eligible Servicer, and any fees paid to such subservicer shall be paid by the Servicer and not out of the proceeds of the Trust, and any such subservicer shall agree to service the Receivables in a manner consistent with the terms of this Agreement or (ii) subcontractors who are in the business of performing specific duties delegated to it. (b) References in this Agreement to actions taken, to be taken, permitted to be taken, or restrictions on actions permitted to be taken by the Servicer in servicing the Receivables and other actions taken, to be taken, permitted to be taken, or restrictions on actions to be taken with respect to the Trust Property shall include actions taken, to be taken, permitted to be taken, or restrictions on actions permitted to be taken by a subservicer or subcontractor on behalf of the Servicer and references herein to payments or Recoveries received by the Servicer shall include payments or Recoveries received by a subservicer or subcontractor, irrespective of whether such payments or Recoveries are actually deposited in the Certificate Account by such subservicer or subcontractor. As set forth Any subservicing agreement will contain terms and provisions substantially identical to the terms and provisions of this Agreement and such other terms and provisions as are not inconsistent with this Agreement and as the Servicer and the subservicer have agreed. (c) The Servicer shall be entitled to terminate any subservicing or subcontracting agreement in Section 9.3accordance with the terms and conditions of such subservicing or subcontracting agreement and without any limitation by virtue of this Agreement; provided, however, that, in the event of termination of any subservicing or subcontracting agreement by the Servicer, the Servicer fails shall either act directly as servicer of the related Receivable or enter into a subservicing or subcontracting agreement with a successor subservicer or subcontractor which will be bound by the terms of the related subservicing or subcontracting agreement. (d) As a condition to the appointment of any subservicer other than an Affiliate of the Seller, the Servicer shall notify the Trustee in writing and the Rating Agencies before such assignment becomes effective and such subservicer shall be required to execute and deliver an instrument in which it agrees that, for so long as it acts as subservicer of the Receivables and the other Trust Property being serviced by it, the covenants, conditions, indemnities, duties, obligations and other terms and provisions of this Agreement applicable to the Servicer hereunder shall be applicable to it as subservicer, that it shall be required to perform its obligations hereunder, the successor Servicer shall be responsible as subservicer for the Servicer’s duties in this Agreement benefit of the Trust as if it were the Servicer hereunder (subject, however, to the right of the Servicer to direct the performance of such obligations in accordance with this Agreement) and that, notwithstanding any provision of a subservicing agreement to the contrary, such subservicer shall be directly liable to the Trustee and the Trust (notwithstanding any failure by the Servicer to perform its duties and obligations hereunder) for the failure by such subservicer to perform its obligations hereunder or under any subservicing agreement, and that (notwithstanding any failure by the Servicer to perform its respective duties and obligations hereunder) the Trustee may enforce the provisions of this Agreement and any subservicing agreement against the subservicer for the benefit of the Trust and the Certificateholders, without diminution of such obligations or liabilities by virtue of any subservicing agreement, by virtue of any indemnification provided thereunder or by virtue of the fact that the Servicer is primarily responsible hereunder for the performance of such duties and obligations, as if a subservicer alone were servicing and administering, under this Agreement, the Receivables and the other Trust Property being serviced by it under the subservicing agreement. (e) Notwithstanding any subservicing or subcontracting agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a subservicer or subcontractor or reference to actions taken through such Persons or otherwise, the Servicer shall remain obligated and liable to the Trust, the Trustee and the Certificateholders for the servicing and administering of the Receivables and the other Trust Property serviced by it in accordance with the provisions of this Agreement (including for the deposit of payments and Recoveries received by a subservicer or subcontractor, irrespective of whether such payments or Recoveries are actually remitted to the Servicer or deposited in the Certificate Account by such subservicer or subcontractor; provided that if such amounts are so deposited, the Servicer shall have no further obligation to do so) without diminution of such obligation or liability by virtue of such subservicing or subcontracting agreements or arrangements or by virtue of indemnification from a subservicer or subcontractor, to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables and the other Trust Property. The Servicer shall be entitled to enter into any agreement with a subservicer or subcontractor for indemnification of the Servicer, provided and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (f) In the event the Servicer shall for any reason no longer be acting as such (including by reason of the occurrence of an Event of Servicing Termination), the successor servicer may, in its discretion, thereupon assume all of the rights and obligations of the outgoing Servicer under a subservicing agreement. In such event, the successor servicer shall be deemed to have assumed all of the outgoing Servicer's interest therein and to have replaced the outgoing Servicer as a party to such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the successor servicer, except that the outgoing Servicer shall not thereby be relieved of any liability or obligation on the part of the outgoing Servicer to the subservicer under such subservicing agreement. The outgoing Servicer shall, upon request of the Trustee, but at the expense of the outgoing Servicer, deliver to the successor servicer all documents and records relating to each such subservicing agreement and the Receivables and the other Trust Property then being serviced thereunder and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the successor servicer. In the event that the successor servicer elects not to assume a subservicing agreement, the outgoing Servicer, at its expense, shall cause the subservicer to deliver to the successor servicer all documents and records relating to the Receivables and the other Trust Property being serviced thereunder and all amounts held (or thereafter received) by such subservicer (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of servicing of the Receivables and the other Trust Property being serviced by such subservicer to the successor servicer. The relationship of the Servicer shall (and of any successor to the Servicer as servicers under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of independent contractors and not be liable for the Servicer’s breach that of its obligationsjoint venturers, partners or agents.

Duties of the Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust COLT and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing dispositions of the Receivables shall be carried out Series 20 -SN Lease Assets in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes andthis Agreement with reasonable care, to the extent more exacting, the using that degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables automotive leases that it COLT 20 -SN Servicing Agreement services for itself or others. In performing Each of the COLT 20 -SN Secured Noteholders and the COLT 20 -SN Certificateholder, by acceptance of a COLT 20 -SN Secured Note or the COLT 20 -SN Certificate, as the case may be, authorizes the Servicer to service, administer and make payments on its COLT 20 -SN Secured Note or its COLT 20 -SN Certificate as provided herein. The Servicer hereby accepts such dutiesappointment and authorization and agrees to perform the duties of Servicer set forth herein and in any other COLT 20 -SN Basic Document to which the Servicer is a party with respect to the Series 20 -SN Lease Assets, so long as GM Financial is the Servicer, it shall substantially comply with COLT 20 -SN Secured Notes and the Servicing Policies and Procedures. COLT 20 -SN Certificates. (b) The Servicer’s duties shall include, without limitation, include collecting and posting of all payments, responding to inquiries of Obligors on the ReceivablesLessees, remarketing returned Vehicles, investigating delinquencies, sending payment invoices billing statements or coupon books to ObligorsLessees, reporting any required tax information (if any) to ObligorsLessees, policing the Vehicles, monitoring the Collateralstatus of insurance policies with respect to the Lessees and the Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee COLT with respect to distributions, generating federal income tax information, giving, on a timely basis, any required notices or instructions to the COLT Owner Trustee under the Declaration of Trust, giving any required instructions to VAULT under the VAULT Trust Agreement and performing the other duties specified hereinherein or in any other COLT 20 -SN Basic Document. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of this Agreement, the Servicer shall follow its customary standards, policies, and procedures Customary Servicing Practices and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration administering and collection collecting that it may deem necessary or desirable. . (c) Without limiting the generality of the foregoing, the Servicer is hereby designated by COLT as the true and lawful attorney and agent for and on behalf of COLT, with full power and authority to perform any and all acts related to managing, servicing, administering and collecting any part of the COLT 20 -SN Trust Estate and any and all acts otherwise required or permitted to be performed by the Servicer under this Agreement and the other COLT 20 -SN Basic Documents and is hereby authorized and empowered by the Trust COLT to execute and deliver, in its own name or on behalf of COLT, or both of them, as the Trustcase may be, any and all instruments of satisfaction satisfaction, extension or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to Series 20 -SN Lease Assets. The Servicer also has the Receivables right, power and with respect authority to designate in writing other Persons as true and lawful attorneys and agents for and on behalf of COLT to do anything that the Financed VehiclesServicer has the power to do under this Agreement or the other COLT 20 -SN Basic Documents; provided, however, that notwithstanding the foregoingany such designation, the Servicer shall notremain liable for the performance of the duties and obligations of the Servicer hereunder and thereunder. (d) In addition, except pursuant the Servicer shall have the full power and authority to an order from a court do or cause to be done any and all things in connection with the servicing and administration of competent jurisdiction, release an Obligor from payment the Series 20 -SN Lease Assets that the Servicer may deem necessary or desirable in connection with arranging for the sale or other liquidation of the Vehicles upon its receipt of possession thereof. In connection with any such sale or other liquidation of any unpaid amount under such Vehicle, other than any Receivable sale directly or waive indirectly of such Vehicle to the right to collect the unpaid balance of any Receivable from the Obligor, except related Lessee in accordance with the Servicer’s customary practices. related Series 20 -SN Lease, the Servicer shall use commercially reasonable efforts to maximize the Sale Proceeds received in connection with the sale or other liquidation of any such Vehicle; provided, however, that the Servicer shall have no liability to COLT or the Series 20 -SN Further Holders in connection with any sale or other liquidation of a Vehicle related to a Series 20 -SN Lease Asset to the extent the Servicer arranges for such sale or other liquidation of such Vehicle in accordance with its Customary Servicing Practices. (e) The Servicer is hereby authorized to commence, in its own name or in the name of the TrustCOLT, a legal proceeding to enforce a Receivable pursuant defaulted Series 20 -SN Lease Asset as contemplated by Section 2.05, to Section 4.3 enforce all obligations of COLT under this Agreement and the other COLT 20 -SN Basic Documents or to commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed VehicleSeries 20 -SN Lease Asset. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust COLT shall thereupon be deemed to have automatically assigned such Receivable Series 20 -SN Lease Asset to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is hereby authorized and empowered by the Trust COLT to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee COLT shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the other COLT 20 -SN Basic Documents. As set forth If in Section 9.3, in the event any enforcement suit or legal proceeding it is held that the Servicer fails may not enforce a Series 20 -SN Lease Asset on the grounds that it is not a real party in interest or a holder entitled to perform its obligations hereunderenforce such Series 20 -SN Lease Asset, the successor Servicer shall be responsible for COLT Owner Trustee shall, at the Servicer’s duties expense, take such steps as the Servicer deems necessary to enforce such Series 20 -SN Lease Asset, including bringing such suit or proceeding in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the ServicerCOLT Owner Trustee’s breach of its obligationsname.

Duties of the Servicer. The Subject in all instances to the Servicing Standards, the Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Receivables, Collateral Obligations and perform the other actions required to be taken by the Servicer in accordance with the terms and provisions of this Agreement. (a) The Servicer may take or cause to be taken all such actions, as may be reasonably necessary or advisable to attempt to recover Collections from time to time, all in accordance with (i) Applicable Law, (ii) the applicable Collateral Obligation and its Underlying Instruments and (iii) the Servicing Standard. The Borrower hereby appoints the Servicer, from time to time designated pursuant to Section 7.1, as agent for itself and in its name to enforce and administer its rights and interests in the Collections and the related Collateral Obligations. (b) The Servicer shall administer the Collections in accordance with the procedures described herein. The Servicer shall (i) instruct all Obligors (and related agents) to deposit Collections directly into the applicable Collection Account and (ii) deposit all Collections received directly by it into the applicable Collection Account within two (2) Business Days of receipt thereof. The Servicer shall identify all Collections as either Principal Collections or Interest Collections, as applicable. The Servicer shall make such deposits or payments by electronic funds transfer through the Automated Clearing House system, or by wire transfer. (c) The Servicer shall maintain for the Borrower and the Secured Parties in accordance with their respective interests all Records that evidence or relate to the Collections not previously delivered to the Collateral Agent and shall, as soon as reasonably practicable upon demand of the Facility Agent, make available, or, upon the Facility Agent’s demand following the occurrence and during the continuation of an Event of Default, deliver to the Facility Agent copies of all Records in its possession which evidence or relate to the Collections. (d) The Servicer shall, as soon as practicable following receipt thereof, turn over to the applicable Person any cash collections or other cash proceeds received with respect to each Collateral Obligation that do not constitute Collections. (e) On each Measurement Date, the Servicer shall provide to the Facility Agent the updated Borrowing Base model in the form agreed pursuant to Section 6.2(i). (f) The Servicer may, without the prior written consent of the Facility Agent, execute any of its duties under this AgreementAgreement and the other Transaction Documents by or through its subsidiaries, affiliates, agents or attorneys in fact; provided that, it shall remain liable for all such duties as if it performed such duties itself; provided, further that the prior written consent of the Facility Agent shall be required in the event that the Servicer shall execute any such duties by or through an unaffiliated third party. (g) Notwithstanding anything to the contrary in this Section 7.3, none of the services performed by the Servicer shall result in or be construed as resulting in an obligation to perform any of the following: (i) the Servicer acting repeatedly or continuously as an intermediary in securities for the Borrower, (ii) the Servicer providing investment banking services to the Borrower, (iii) the Servicer having direct contact with, or actively soliciting or finding, outside investors to invest in the Borrower or (iv) the Servicer authorizing or causing the disbursement of money or other assets of the Borrower, except in accordance with this Agreement or in connection with the acquisition, sale or disposal of the Collateral Obligations, it being understood that it is the intention of the parties that the Servicer not take any action that would cause the Servicer to have custody of the Borrower’s funds or securities within the meaning of Rule 206(4)-2 under the Advisers Act. Without limitation to the foregoing, in no event shall the Servicer have authority to cause a disbursement (except in connection with the acquisition, sale, investment or disposal of the Collateral Obligations) by the Borrower except upon the approval of the Equityholder and in accordance with the terms hereof. (h) Notwithstanding anything in this Agreement and the other Transaction Documents applicable to it to the contrary, the Servicer shall have no authority to hold (directly or indirectly), or otherwise obtain possession of, any funds or securities of the Borrower. The Servicer agrees that its servicing any requests regarding the disbursement of the Receivables shall any funds in any account must be carried out made in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirablethis Agreement. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall nothave no authority to (i) sign checks on the Borrower’s behalf, except (ii) deduct fees from any account, (iii) withdraw funds or securities from any account, or (iv) dispose of funds in any account for any purpose other than pursuant to an order transactions authorized by this Agreement. Nothing in this Section 7.3(h) shall prohibit the Servicer from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive issuing instructions to the right Collateral Agent to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 effect or to commence or participate in settle any other legal proceeding (includingbills of sale, without limitationassignments, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits agreements or other documents or instruments in connection with any such proceeding. The Trust acquisition, sale, investment or other disposition of any Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement Obligations as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligationspermitted herein.

Duties of the Servicer. The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Receivables, Collateral Obligations and perform the other actions required to be taken by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary the terms and usual procedures provisions of institutions which service motor vehicle retail installment sale contracts this Agreement and the Servicing Standard. (a) The Servicer shall take or promissory notes andcause to be taken all such actions, as may be reasonably necessary or advisable to attempt to recover Collections from time to time, all in accordance with (i) Applicable Law, (ii) the extent more exactingapplicable Collateral Obligation and its Underlying Instruments and (iii) the Servicing Standard. The Borrower hereby appoints the Servicer, the degree of skill and attention that the Servicer exercises from time to time designated pursuant to Section 7.1, as agent for itself and in its name to enforce and administer its rights and interests in the Collections and the related Collateral Obligations. (b) The Servicer shall administer the Collections in accordance with the procedures described herein. The Servicer shall (i) instruct all Obligors (and related agents) to deposit Collections directly into the Collection Account, (ii) deposit all Collections received directly by it into the Collection Account within one (1) Business Day of receipt thereof and (iii) cause the Equityholder and each facility agent that is Affiliated with it to deposit all Collections received directly by the Equityholder or Affiliate into the Collection Account within one (1) Business Day of receipt thereof. The Servicer shall identify all Collections as either Principal Collections or Interest Collections, as applicable. The Servicer shall make such deposits or payments by electronic funds transfer through the Automated Clearing House system, or by wire transfer. (c) The Servicer shall maintain for the Borrower and the Secured Parties in accordance with their respective interests all Records that evidence or relate to the Collections not previously delivered to the Collateral Agent and shall, as soon as reasonably practicable upon demand of the Facility Agent, make available, or, upon the Facility Agent’s demand following the occurrence and during the continuation of a Servicer Event of Default, deliver to the Facility Agent copies of all Records in its possession which evidence or relate to the Collections. (d) The Servicer shall, as soon as practicable following receipt thereof, turn over to the applicable Person any cash collections or other cash proceeds received with respect to all comparable motor vehicle receivables each Collateral Obligation that it services for itself do not constitute Collections or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply were paid in connection with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements a Retained Interest. (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebye) On each Measurement Date, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, (on behalf of the TrustBorrower) shall re-determine the status of each Eligible Collateral Obligation as of such date and provide notice of any change in the status of any Eligible Collateral Obligation to the Collateral Agent and, any and all instruments of satisfaction or cancellationas a consequence thereof, or of partial or full release or discharge, and all other comparable instrumentsCollateral Obligations that were previously Eligible Collateral Obligations on a prior Measurement Date may be excluded from the Aggregate Eligible Collateral Obligation Amount on such Measurement Date. (f) The Servicer may, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name prior written consent of the TrustFacility Agent, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in execute any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in of its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth Agreement and the other Transaction Documents by or through its subsidiaries, affiliates, agents or attorneys in Section 9.3fact; provided that, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer it shall be responsible remain liable for the Servicer’s all such duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligationsperformed such duties itself.

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

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make process collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and Procedures. Receivables set forth herein. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices billing statements to Obligors, reporting any required tax information to Obligorspolicing the collateral, monitoring the Collateralincluding remarketing repossessed and returned Financed Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 2.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. . (c) Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 2.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practicesVehicles (including proceeds). The Servicer is hereby authorized to (i) commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, (ii) participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant to or Receivable as contemplated by Section 4.3 2.03, (iii) enforce all obligations of the Seller, the Servicer, the Depositor or to the Issuing Entity under this Agreement, the Pooling Agreement and the Further Transfer Agreements or (iv) commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 2.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 2.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 2.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale sales contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as GM Financial OFL is the Servicer, it shall substantially comply with the Servicing Policies policies and Procedures. procedures attached hereto as Schedule B. The Servicer’s 's duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral, complying with the terms of the Lockbox Agreement, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent Owner Trustee, the Indenture Trustee and the Trustee Security Insurer with respect to distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner Trustee to execute and deliver, on behalf of the TrustCertificateholders and the Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except that the Servicer may forego collection efforts if the amount subject to collection is DE MINIMIS and if it would forego collection in accordance with the Servicer’s its customary practicesprocedures. The Servicer is hereby authorized to commence, in its own name or in the name of the TrustTrust (provided the Servicer has obtained the Owner Trustee's consent, which consent shall not be unreasonably withheld), a legal proceeding to enforce a Receivable pursuant to Section 4.3 3.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust Owner Trustee to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer. (a) The Servicer shall service, administer and collect under the Lease Agreements and in respect of the Leased Vehicles in accordance with this Agreement, the Titling Trust Agreement and the Credit and Security Agreement and shall have full power and authority, acting alone and subject only to the specific requirements and prohibitions hereof and thereof, to do any and all things in connection with such servicing, administration and collection that it may reasonably deem necessary or desirable in the interests of the Titling Trust and to serve in such capacity unless and until its responsibilities therefor are terminated pursuant to Section 4.1(a) or this Agreement is hereby authorized terminated pursuant to Section 6.1. In addition, the Collateral Agent appoints the Servicer to act as agent of the Collateral Agent in the management and control of the Collateral Assets, including the Certificates of Title, and for all other purposes set forth in this Agreement. The duties of the Servicer shall include, among other things, in accordance with this Agreement, the Titling Trust Agreement, the Credit and Security Agreement and any Servicing Supplement: (i) performing on behalf of the Titling Trust all obligations on the part of the Lessor under the Lease Agreements; (ii) acquiring vehicles and originating Lease Agreements on behalf of the Titling Trust; (iii) collecting and processing payments (including excess wear, damage and mileage deficiency balances on Liquidated Leases), responding to inquiries of Lessees or federal, State or local government authorities with respect to the Lease Agreements, investigating and collecting delinquencies, sending payment statements and reporting Tax information to Lessees, paying costs of the sale or other disposition of Matured Vehicles and Leased Vehicles related to Defaulted Leases and Liquidated Leases and paying or causing to be paid all state and local personal property, use, excise and sales Taxes on the Leased Vehicles (to the extent required to be paid by the Lessor under applicable State law) as and when such Taxes become due; (iv) negotiating with the Lessees of Lease Agreements nearing their respective Maturity Dates and arranging for Extensions of the related Lease Agreement and/or sale or other disposition of the related Leased Vehicle; (v) executing and delivering or causing to be executed and delivered, in its own name or in the name of the Titling Trust or the Owner Trustee on behalf of the Titling Trust, as the case may be, any and all instruments, certificates or other documents necessary or advisable in connection with the servicing or administering of or collecting under the Lease Agreements and in respect of the Leased Vehicles, including: (A) bills of sale; (B) applications for originals or duplicates of Certificates of Title in the name of any Titling Trust Permissible Name (or the Owner Trustee on behalf of the Titling Trust) and naming the Collateral Agent as lienholder, applications for registrations of Leased Vehicles or license plates, applications for transfers of Certificates of Title or registrations for Leased Vehicles or license plates and any instruments, certificates or other documents which the Servicer deems necessary or advisable to record, maintain or release title to or registration of Leased Vehicles in the manner contemplated hereby; (C) consents, amendments, extensions, deferrals or modifications to any of the Lease Agreements; and (D) all other instruments, certificates or other documents similar to the foregoing; (vi) executing powers of attorney to be delivered to Lessees for the limited purpose of obtaining license plates and fulfilling other state requirements for registration of the Leased Vehicles; (vii) approving repairs to Leased Vehicles and endorsing the related insurance settlement checks for repair work; (viii) servicing the Lease Agreements, including: (A) accounting for collections and furnishing periodic statements with respect to distributions as set forth herein, in the applicable Servicing Supplement, in the Credit and Security Agreement or in the applicable Servicer Basic Documents, (B) generating or causing to be generated federal and State tax information and, to the extent required by applicable law, returns on behalf of the Titling Trust and (C) filing periodic sales and use Tax or property (real or personal) Tax reports; (ix) in connection with the creation and maintenance of the Lending Facility Pool and each Designated Pool, maintaining separate and distinct records for the Lending Facility Pool and each Designated Pool and separately accounting for the Trust Assets allocated to the Lending Facility Pool and each Designated Pool, including, with respect to (A) the Lending Facility, preparing and delivering to the Lender, the Owner Trustee and the Collateral Agent a schedule of Lease Agreements and Leased Vehicles allocated to the Lending Facility Pool and (B) any Exchange Note, to the extent provided in the related Servicing Supplement, preparing and delivering to the related Exchange Noteholder a schedule containing information with respect to the Lease Agreements and Leased Vehicles comprising the related Designated Pool, which schedule of Lease Agreements and Leased Vehicles and each such capacity information schedule shall managecontain information as of the most recent Collection Period prior to the date of such delivery; (x) applying for and maintaining the licenses and the filings described in Section 2.12(b) or in any Servicing Supplement; (xi) preparing and filing any UCC financing statements; (xii) except to the extent prohibited in the related Servicing Supplement with respect to any Designated Pool, servicetaking such actions as are required or desirable to effect Like Kind Exchanges for tax purposes or otherwise in connection with Like Kind Exchanges, administer and make collections including but not limited to (A) reallocating Leased Vehicles from the related Designated Pool to the Lending Facility Pool on the Receivablesbooks and records of the Titling Trust, (B) making the payments described herein on the relevant Exchange Note in connection with such reallocation of Liquidated Vehicles, (C) causing the assignment of the Net Liquidation Proceeds relating to each such Leased Vehicle to the Qualified Intermediary and perform directing the Qualified Intermediary, the Owner Trustee, the Collateral Agent and the Titling Trust with respect to the use of Net Liquidation Proceeds to obtain Replacement Vehicles and exchanging Replacement Vehicles for Liquidated Vehicles, (D) assigning and allocating Replacement Vehicles to the Lending Facility Pool and (E) taking such other actions required by as shall be necessary or advisable in connection with implementing such Like Kind Exchanges; (xiii) acting as agent of the Servicer under this Agreement. Collateral Agent with respect to holding the Collateral Leases and Certificates of Title relating to the Collateral Leased Vehicles; and (xiv) such other activities as shall be necessary or advisable in connection with the foregoing. (b) The Servicer agrees that its servicing of the Receivables Lease Agreements and the Leased Vehicles shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, Customary Servicing Practices using the same degree of skill and attention that (i) as the Servicer exercises from time to time with respect to all comparable motor vehicle receivables Lease Agreements and Leased Vehicles that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, and performing the other duties specified herein. The Servicer, others or (ii) if GM Financial AmeriCredit is no longer the Servicer, GM Financialas is customarily exercised by prudent servicers employed to service retail leases of motorcycles, at the request automobiles, sport utility vehicles, minivans or light-duty trucks, as applicable, for themselves or others. (c) The Servicer may retain subservicers or agents by agreement, power of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, attorney or otherwise to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, assist the Servicer shall follow in performing its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehiclesservicing functions; provided, however, that notwithstanding any delegation of duties to any subservicer or agent shall not relieve the foregoingServicer of any of its obligations hereunder. (d) The Servicer is authorized to, in its own name, in the name of the Titling Trust or in the name of the Owner Trustee on behalf of the Titling Trust, commence, defend against or otherwise participate in a Proceeding relating to or involving the protection or enforcement of the interests of the Titling Trust, the Owner Trustee on behalf of the Titling Trust, an Exchange Noteholder or other Secured Party in any Lease Agreement, Leased Vehicle or other Trust Asset. If the Servicer shall not, except pursuant to an order from a court engage in collection of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable delinquent amounts or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, defend against or otherwise participate in a Proceeding in its own name or in the name of the Titling Trust or the Owner Trustee on behalf of the Titling Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 relevant Exchange Noteholder or to commence or participate in any other legal proceeding (includingSecured Party, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in each such a legal proceeding in its own name, the Trust Person shall thereupon be deemed to have automatically assigned such Receivable its interest in (including legal title to) the related Lease Agreement, Leased Vehicle or other Trust Asset, as applicable, to the Servicer solely to the extent necessary for the purposes of commencing or participating such Proceeding. If in any such proceeding as a party or claimant, and Proceeding it is held that the Servicer is authorized and empowered by may not enforce the Trust to execute and deliver in rights of the Servicer’s name any noticesTitling Trust, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee on behalf of the Titling Trust, the Collateral Agent, a relevant Exchange Noteholder or other relevant Secured Party in a Lease Agreement, Leased Vehicle or other Trust Asset on the grounds that it is not the real party in interest or a holder entitled to enforce such Lease Agreement or other relevant document or instrument, the Owner Trustee shall, at the direction and expense of the Servicer, take steps to enforce the interest of each related entity in such Lease Agreement, Leased Vehicle or other Trust Asset, including bringing suit in its own name or in the name of any of the foregoing. (e) The Titling Trust and the Collateral Agent shall furnish the Servicer with any limited all powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing servicing, administration and administrative collection duties hereunder and under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligationseach applicable Servicing Supplement.

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

Duties of the Servicer. The Servicer is hereby authorized to act as agent for the Trust Issuer and the Depositor and in such capacity shall manage, service, administer and make collections on the ReceivablesContracts, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables Contracts shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail equipment lease contracts, installment sale contracts or contracts, promissory notes notes, loan and security agreements and other similar types of receivables comparable to the Contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables such contracts that it services for itself or others. In performing such duties, so long as GM Financial TCC is the Servicer, it shall substantially comply in all material respects with its customary standards, policies and procedures in effect from time to time. The Servicer may at any time change its customary standards, policies and procedures; provided that any such change shall not materially impair the Servicing Policies collectibility of any Contract nor the Servicer's ability to perform its obligations under this Agreement and Proceduresthe Related Documents. The Servicer’s 's duties shall include, without limitation, collecting billing, collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesContracts, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent Owner Trustee and the Indenture Trustee with respect to distributions, monitoring the status of Insurance Policies with respect to the Equipment and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, Servicer shall also administer and enforce all material rights and responsibilities of the holder of lessor or secured party under the Receivables Contracts and provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the ReceivablesContracts, the Financed Vehicles Equipment or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, authority to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable, including the authority to forego collection efforts under circumstances deemed appropriate by the Servicer in accordance with its customary standards, policies and procedures. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner Trustee to execute and deliver, on behalf of the TrustEquity Certificateholder, the Depositor and the Issuer or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables Contracts and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except Equipment in accordance with the Servicer’s its customary practicesstandards, policies and procedures. The Servicer is hereby authorized to commence, in its own name (or in the name of the TrustIssuer, provided the Servicer has obtained the Owner Trustee's consent, which consent shall not be unreasonably withheld), a legal proceeding to enforce a Receivable Contract pursuant to Section 4.3 3.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a ReceivableContract, an Obligor or a Financed Vehiclethe related Equipment. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Issuer shall thereupon be deemed to have automatically assigned such Receivable Contract to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust Owner Trustee to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

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

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

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

Duties of the Servicer. The Servicer is hereby authorized to act Servicer, as agent for the Trust Trust, the Securityholders and in such capacity the Note Insurer (to the extent provided herein) shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, using that degree of skill and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with attention customary and usual procedures of for institutions which service motor vehicle retail installment sale contracts or promissory notes and security agreements, in each case, similar to the Receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the such Receivables, investigating delinquencies, sending payment invoices statements to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and collections, furnishing monthly and annual statements to the Trust Collateral Agent Trustee, the Owner Trustee and the Trustee Note Insurer with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, and subject to the servicing standards set forth in this Agreement, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of itself, the TrustTrust or the Securityholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to such Receivables or to the Financed Vehicles securing such Receivables and and/or the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles; provided, however, that notwithstanding Vehicles issued by the foregoing, applicable Department of Motor Vehicles or similar authority. If the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, commence a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned assigned, solely for the purpose of collection, such Receivable to the Servicer solely for purposes of commencing or participating Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such proceeding as a party Receivable, the Trust shall, at the Servicer's expense and direction, take steps to enforce such Receivable, including bringing suit in its name or claimantthe name of the Securityholders. The Servicer shall prepare and furnish, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent Trustee and the Owner Trustee shall furnish the Servicer with execute, any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Receivables set forth herein and in the Further Transfer and Servicing Policies and Procedures. Agreements. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 3.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. . (c) Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 3.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, to enforce a Liquidating Receivable pursuant as contemplated by Section 3.04, to Section 4.3 enforce all obligations of GMAC and CXXX under this Agreement and under the Further Transfer and Servicing Agreements or to commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 3.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 3.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the Further Transfer and Servicing Agreements. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 3.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

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

Duties of the Servicer. The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Receivables set forth herein and in the Further Transfer and Servicing Policies and ProceduresAgreements. The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 3.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 3.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding to enforce a Liquidating Receivable pursuant as contemplated by Section 3.04, to Section 4.3 enforce all obligations of GMAC and CARI under this Agreement and under the Further Transfer and Servicinx Xxreements or to commence or participate in any other a legal proceeding (including, including without limitation, limitation a bankruptcy proceeding) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 3.01, to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer's request from time to time, the Owner of a Receivable assigned under this Section 3.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the Further Transfer and Servicing Agreements. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 3.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. The Servicer is hereby appointed and authorized to act as agent for the Trust Owner with respect to servicing the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle medium and heavy duty truck, truck chassis, bus and trailer receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and ProceduresReceivables set forth herein. The Servicer’s duties with respect to all Receivables shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral securing the Receivables, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, thereto and performing the other duties specified herein. The ServicerWith respect to Receivables which are Retail Leases and the related Financed Vehicles, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, ’s duties shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for include those matters specified in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Titling Trust Servicing Agreement. Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 2.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner and the Collateral Agent pursuant to this Section 2.01, to execute and deliver, on behalf of the Trust, deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the related Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or commence in the name of the TrustOwner or, to the extent necessary, in its own name, a legal proceeding to enforce a Liquidating Receivable pursuant to as contemplated by Section 4.3 or 2.04, and to commence or participate in any other legal proceeding (including, without limitation, including a bankruptcy proceeding) relating to or involving a Receivable (including a Liquidating Receivable, an Obligor or a Financed Vehicle). If the Servicer commences or participates in any such a legal proceeding in its own name, the Trust Owner and the Collateral Trustee shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or and participating in any such proceeding as a party or claimant, and the Servicer is hereby authorized and empowered by the Trust Owner and the Collateral Trustee, to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent If in any proceeding it is held that the Servicer may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, each of the Owner and the Collateral Trustee shall, at the Servicer’s expense and written directions, take such reasonable steps as the Servicer reasonably deems necessary to enforce the Receivable, including bringing suit in the name of such Person. The Owner Trustee and the Collateral Trustee, upon the written request of the Servicer, shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may reasonably deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the other Basic Documents. As set forth in Section 9.3Except to the extent required by the preceding three sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 2.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of any equivalent authority and rights of the Servicer’s breach of its obligationsOwner and the Collateral Trustee.

Duties of the Servicer. The Servicer is hereby authorized to act Servicer, as agent for the Trust Purchaser, the Noteholder and in such capacity the Insurer (to the extent provided herein) shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, using that degree of skill and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with attention customary and usual procedures of for institutions which service motor vehicle retail installment sale contracts or promissory notes similar to the Receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing such duties, the Servicer shall comply with its current servicing policies and procedures, as such servicing policies and procedures may be amended from time to time, so long as GM Financial such amendments will not materially adversely affect the interests of the Noteholder or the Insurer, and notice of such amendments is given to the Servicer, it shall substantially comply with Insurer prior to the Servicing Policies and Procedureseffectiveness thereof. The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the such Receivables, investigating delinquencies, sending payment invoices statements to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and collections, furnishing monthly and annual statements to the Trust Collateral Agent Trustee and the Trustee Insurer with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, and subject to the servicing standards set forth in this Agreement including, without limitation, the restrictions set forth in SECTION 4.6, the Servicer is hereby authorized and empowered by the Trust Purchaser to execute and deliver, on behalf of itself, the TrustPurchaser or the Noteholder, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to such Receivables or to the Financed Vehicles securing such Receivables and and/or the certificates of title or, with respect to Financed Vehicles in the States listed in Annex B, other evidence of title issued by the applicable Department of Motor Vehicles or similar authority in such States with respect to such Financed Vehicles; provided, however, that notwithstanding the foregoing, . If the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, commence a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Purchaser shall thereupon be deemed to have automatically assigned assigned, solely for the purpose of collection, such Receivable to the Servicer solely for purposes of commencing or participating Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such proceeding as a party Receivable, the Purchaser shall, at the Servicer's expense and direction, take steps to enforce such Receivable, including bringing suit in its name or claimantthe name of the Noteholder. The Servicer shall prepare and furnish, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with execute, any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer. The Servicer is hereby appointed ---------------------- and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle medium and heavy duty truck, bus and trailer receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and ProceduresReceivables set forth herein. The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 3.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 3.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or commence in the name of the TrustOwner of such Receivable or, to the extent necessary, in its own name, a legal proceeding to enforce a Liquidating Receivable pursuant as contemplated by Section 3.04, to Section 4.3 enforce all obligations of NFC and NFRRC, in its capacity as the Seller or otherwise, under each of the Purchase Agreement and the Further Transfer and Servicing Agreements or to commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceeding) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Owner of such Receivable shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and Any Owner of Receivables, upon the Owner Trustee written request of the Servicer, shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the other Further Transfer and Servicing Agreements. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 3.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. The Servicer is hereby authorized to act Servicer, as agent for the Trust Purchaser and in such capacity the Noteholder shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, using that degree of skill and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with attention customary and usual procedures of for institutions which service motor vehicle retail installment sale contracts or promissory notes similar to the Receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing such duties, the Servicer shall comply with its current servicing policies and procedures, as such servicing policies and procedures may be amended from time to time, so long as GM Financial is such amendments will not materially adversely affect the Servicerinterests of the Noteholder, it shall substantially comply or otherwise with the Servicing Policies prior written consent of the Noteholder (which consent shall not be unreasonably withheld), and Proceduresnotice of such amendments is given to the Noteholder prior to the effectiveness thereof. The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the such Receivables, investigating delinquencies, sending payment invoices statements to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and collections, furnishing monthly and annual statements to the Trust Collateral Agent Trustee and the Trustee Noteholder with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, and subject to the servicing standards set forth in this Agreement including, without limitation, the restrictions set forth in SECTION 4.6, the Servicer is hereby authorized and empowered by the Trust Purchaser to execute and deliver, on behalf of itself, the TrustPurchaser or the Noteholder, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to such Receivables or to the Financed Vehicles securing such Receivables and and/or the certificates of title or, with respect to Financed Vehicles in the States listed in Annex B, other evidence of title issued by the applicable Department of Motor Vehicles or similar authority in such States with respect to such Financed Vehicles; provided, however, that notwithstanding the foregoing, . If the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, commence a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Purchaser shall thereupon be deemed to have automatically assigned assigned, solely for the purpose of collection, such Receivable to the Servicer solely for purposes of commencing or participating Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such proceeding as a party Receivable, the Purchaser shall, at the Servicer's expense and direction, take steps to enforce such Receivable, including bringing suit in its name or claimantthe name of the Noteholder. The Servicer shall prepare and furnish, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with execute, any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer. The Servicer is hereby authorized to act as agent for covenants and agrees that, following the Trust and in such capacity shall manageappointment of, serviceor assumption of duties by, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. a Successor Servicer: (a) The Servicer agrees shall terminate its activities as Servicer hereunder in a manner that its facilitates the transfer of servicing of duties to the Receivables shall be carried out in accordance with customary Successor Servicer and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes is otherwise acceptable to the Buyer and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, shall, at its own expense, timely deliver (i) any funds to the Servicer is hereby authorized Administrative Agent that were required to be remitted to the Administrative Agent for deposit in the Agent Account under the Funding Agreement and empowered by the Trust to execute (ii) copies of all Servicing Records and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, information with respect to the Transferred Receivables to the Successor Servicer at a place selected by the Successor Servicer. The Servicer shall cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement and shall account for all funds and shall execute and deliver such instruments and do such other things as may be required to vest and confirm in the Successor Servicer all rights, powers, duties, responsibilities, obligations and liabilities of the Servicer. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring all files and other documents in respect of the Transferred Receivables to the Successor Servicer shall be for the account of the predecessor Servicer. (b) The Servicer shall terminate each existing Sub-Servicing Agreement and the Successor Servicer shall not be deemed to have assumed any of the Servicer’s interests therein or to have replaced the Servicer as a party thereto. (c) In the event that the Servicer is terminated as Servicer hereunder but no Successor Servicer has been appointed, the Servicer shall timely deliver to the Administrative Agent or its designee, at a place designated by the Administrative Agent or such designee, all Servicing Records and other information with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant Transferred Receivables which otherwise would be required to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable delivered to the Successor Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimantunder Section 9.03(a) above, and the Servicer is authorized all reasonable costs and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments expenses (including reasonable attorneys’ fees) incurred in connection with any transferring such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney files and other documents which to the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer Administrative Agent shall be responsible for the account of the predecessor Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale sales contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring the Collateralcollateral, complying with the terms of the Lock-Box Agreement, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. . (b) The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements and Third Party Loan Purchase Agreements (and shall maintain possession of the Dealer Agreements and Third Party Loan Purchase Agreements, to the extent it is necessary to do so), the Dealer Assignments, Third Party Lender Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Third Party Loan Purchase Agreements, Dealer Assignments, Third Party Lender Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the The Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. . (c) The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 2.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall shall, in its reasonable discretion, furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make process collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle related receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Servicing Policies and Procedures. Receivables set forth herein. (b) The Servicer’s duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices billing statements to Obligors, reporting any required tax information to Obligorspolicing the collateral, monitoring the Collateralincluding remarketing repossessed and returned Financed Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 2.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. desirable . (c) Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 2.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practicesVehicles (including proceeds). The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, participate in a voluntary or involuntary liquidation proceeding to enforce a Liquidating Receivable pursuant or Receivable as contemplated by Section 2.03, to Section 4.3 enforce all obligations of the Seller, the Servicer, the Depositor or the Issuing Entity under this Agreement, the Pooling Agreement and the Further Transfer Agreements or to commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceedingcase) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 2.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 2.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 2.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. (a) The Servicer is hereby appointed and authorized to act as agent for the Trust Owner of the Receivables and in such capacity shall manage, service, administer and make collections on the ReceivablesReceivables with reasonable care, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees using that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle automotive receivables that it services for itself or others. In performing The Servicer hereby accepts such duties, so long as GM Financial is appointment and authorization and agrees to perform the Servicer, it shall substantially comply duties of Servicer with respect to the Receivables set forth herein and in the Further Transfer and Servicing Policies and Procedures. Agreements. (b) The Servicer’s 's duties shall include, without limitation, collecting include collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesObligors, investigating delinquencies, sending payment invoices coupons to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateralcollateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of Section 3.02, the Servicer shall follow its customary standards, policies, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. . (c) Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Owner of the Receivables, pursuant to this Section 3.01, to execute and deliver, on behalf of the Trustall Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, Owner of such Receivable a legal proceeding to enforce a Liquidating Receivable pursuant as contemplated by Section 3.04, to Section 4.3 enforce all obligations of GMAC and XXXX under this Agreement and under the Further Transfer and Servicing Agreements or to commence or participate in any other a legal proceeding (including, including without limitation, limitation a bankruptcy proceeding) relating to or involving a Receivable, an Obligor Receivable or a Financed VehicleLiquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 3.01, to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon be deemed to have automatically assigned assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer solely for the benefit of the Interested Parties for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Servicer will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the Servicer's request from time to time, the Owner of a Receivable assigned under this Section 3.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence. (d) The Servicer is hereby authorized and empowered by the Trust Owner of a Receivable to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Any Owner Trustee of Receivables shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the Further Transfer and Servicing Agreements. As set forth in Section 9.3Except to the extent required by the preceding two sentences, in the event authority and rights granted to the Servicer fails to perform its obligations hereunder, the successor Servicer in this Section 3.01 shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer nonexclusive and shall not be liable for construed to be in derogation of the Servicer’s breach retention by the Owner of its obligationsa Receivable of equivalent authority and rights.

Duties of the Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust Borrower and in such capacity shall manage, service, administer and make collections on the ReceivablesContracts, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables Contracts shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale sales contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply others in accordance with the Program Administration Manual as in effect at the current time for servicing all its other comparable motor vehicle receivables or, if not addressed therein, then in the Servicing Policies and ProceduresProcedures Manual. The Servicer’s 's duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the ReceivablesContracts, investigating delinquencies, sending payment invoices statements to Obligors, reporting any required tax information to Obligors, monitoring policing the Collateral, complying with the terms of the Lockbox Agreement, accounting for collections collections, providing the Collateral Agent a daily report containing the information necessary to calculate the Borrowing Base and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee Lender with respect to distributions, monitoring the status of Insurance Policies with respect to the Vehicles, providing information as required hereby, cooperating with the reasonable requests of the Lender and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables Contracts provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the ReceivablesContracts, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust Borrower to execute and deliver, on behalf of the TrustBorrower, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables Contracts and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable Contract or waive the right to collect the unpaid balance of any Receivable Contract from the Obligor, except that the Servicer may forego collection efforts if the amount reasonably expected to be recovered by the Servicer (net of the Servicer's expenses) is de minimis and if it would forego collection in accordance with the Servicer’s its customary practicesprocedures. The Servicer is hereby authorized to commence, in its own name or in the name of the TrustBorrower, a legal proceeding to enforce a Receivable Contract pursuant to Section 4.3 2.3 hereof or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a ReceivableContract, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust Collateral Agent shall thereupon be deemed to have automatically assigned such Receivable Contract to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust Borrower to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

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

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

Duties of the Servicer. (a) The Servicer is hereby authorized to act as agent for the Trust COLT and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing dispositions of the Receivables shall be carried out Series 2007-SN1 Lease Assets in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes andthis Agreement with reasonable care, to the extent more exacting, the using that degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables automotive leases that it services for itself or others. In performing such dutiesEach of the COLT 2007-SN1 Secured Noteholders and the COLT 2007-SN1 Certificateholder, so long by acceptance of a COLT 2007-SN1 Secured Note or the COLT 2007-SN1 Certificate, as GM Financial is the Servicercase may be, it shall substantially comply with authorizes the Servicing Policies Servicer to service, administer and Proceduresmake payments on its COLT 2007-SN1 Secured Note or its COLT 2007-SN1 Certificate as provided herein. The Servicer hereby accepts such appointment and authorization and agrees to perform the duties of Servicer set forth herein and in any other COLT 2007-SN1 Basic Document to which the Servicer is a party with respect to the Series 2007-SN1 Lease Assets, the COLT 2007-SN1 Secured Notes and the COLT 2007-SN1 Certificates. (b) The Servicer’s 's duties shall include, without limitation, include collecting and posting of all payments, responding to inquiries of Obligors on the ReceivablesLessees, remarketing returned Vehicles, investigating delinquencies, sending payment invoices billing statements or coupon books to ObligorsLessees, reporting any required tax information (if any) to ObligorsLessees, policing the Vehicles, monitoring the Collateralstatus of insurance policies with respect to the Lessees and the Vehicles, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee COLT with respect to distributions, generating federal income tax information, giving, on a timely basis, any required notices or instructions to the COLT Owner Trustee under the Declaration of Trust, giving any required instructions to VAULT under the VAULT Trust Agreement and performing the other duties specified hereinherein or in any other COLT 2007-SN1 Basic Document. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, Subject to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required herebyprovisions of this Agreement, the Servicer shall follow its customary standards, policies, and procedures Customary Servicing Practices and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration administering and collection collecting that it may deem necessary or desirable. . (c) Without limiting the generality of the foregoing, the Servicer is hereby designated by COLT as the true and lawful attorney and agent for and on behalf of COLT, with full power and authority to perform any and all acts related to managing, servicing, administering and collecting any part of the COLT 0000-XX0 Xxxxx Xxxxxx and any and all acts otherwise required or permitted to be performed by the Servicer under this Agreement and the other COLT 2007-SN1 Basic Documents and is hereby authorized and empowered by the Trust COLT to execute and deliver, in its own name or on behalf of COLT, or both of them, as the Trustcase may be, any and all instruments of satisfaction satisfaction, extension or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to Series 2007-SN1 Lease Assets. The Servicer also has the Receivables right, power and with respect authority to designate in writing other Persons as true and lawful attorneys and agents for and on behalf of COLT to do anything that the Financed VehiclesServicer has the power to do under this Agreement or the other COLT 2007-SN1 Basic Documents; provided, however, that notwithstanding the foregoingany such designation, the Servicer shall notremain liable for the performance of the duties and obligations of the Servicer hereunder and thereunder. (d) In addition, except pursuant the Servicer shall have the full power and authority to an order from a court do or cause to be done any and all things in connection with the servicing and administration of competent jurisdiction, release an Obligor from payment the Series 2007-SN1 Lease Assets that the Servicer may deem necessary or desirable in connection with arranging for the sale or other liquidation of the Vehicles upon its receipt of possession thereof. In connection with any such sale or other liquidation of any unpaid amount under such Vehicle, other than any Receivable sale directly or waive indirectly of such Vehicle to the right to collect the unpaid balance of any Receivable from the Obligor, except related Lessee in accordance with the Servicer’s customary practices. related Series 2007-SN1 Lease, the Servicer shall use commercially reasonable efforts to maximize the Sale Proceeds received in connection with the sale or other liquidation of any such Vehicle; provided, Servicing Agreement (COLT 2007-SN1) however, that the Servicer shall have no liability to COLT or the Series 2007-SN1 Further Holders in connection with any sale or other liquidation of a Vehicle related to a Series 2007-SN1 Lease Asset to the extent the Servicer arranges for such sale or other liquidation of such Vehicle in accordance with its Customary Servicing Practices. (e) The Servicer is hereby authorized to commence, in its own name or in the name of the TrustCOLT, a legal proceeding to enforce a Receivable pursuant defaulted Series 2007-SN1 Lease Asset as contemplated by Section 2.05, to Section 4.3 enforce all obligations of COLT under this Agreement and the other COLT 2007-SN1 Basic Documents or to commence or participate in any other a legal proceeding (including, without limitation, including a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed VehicleSeries 2007-SN1 Lease Asset. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust COLT shall thereupon be deemed to have automatically assigned such Receivable Series 2007-SN1 Lease Asset to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is hereby authorized and empowered by the Trust COLT to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee COLT shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this AgreementAgreement and the other COLT 2007-SN1 Basic Documents. As set forth If in Section 9.3any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Series 2007-SN1 Lease Asset on the grounds that it is not a real party in interest or a holder entitled to enforce such Series 2007-SN1 Lease Asset, the COLT Owner Trustee shall, at the Servicer's expense, take such steps as the Servicer deems necessary to enforce such Series 2007-SN1 Lease Asset, including bringing such suit or proceeding in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligationsCOLT Owner Trustee's name.