Common use of Purchase of Receivables Upon Breach of Covenant Clause in Contracts

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 hereof which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Section 3(b) of the Custodian Agreement or Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 hereof which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable States for such Receivables. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.

Purchase of Receivables Upon Breach of Covenant. Upon (i) discovery by any the Servicer or (ii) the receipt of written notice or actual knowledge by a Responsible Officer of the ServicerIndenture Trustee, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee Backup Servicer, of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial Exeter as Servicer under this Section. As of the second Accounting Date following its discovery or actual knowledge or receipt of notice notice, as applicable, of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 hereof which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialServicer’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial Servicer shall, unless such breach shall have been cured in all material respects, purchase from the Holding Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial Servicer shall pay the related Purchase Amount. Any such breach will be deemed not to have a material and adverse effect on the interests of the Noteholders in the Receivable if such breach has not affected the ability of the Holding Trust or Noteholders to receive and retain timely payment in full on such Receivable. It is understood and agreed that the obligation of GM Financial Servicer to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial Servicer for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Collateral AgentBackup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or the Indenture Trustee. Notwithstanding anything to the contrary contained herein, Servicer will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date (or such other number of days in respect of which the Rating Agency Condition shall have been satisfied), in which case Servicer shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date (or such other number of days in respect of which the Rating Agency Condition shall have been satisfied). Except as expressly set forth in the Basic Documents, neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.7, the Trustee eligibility of any Receivable for purposes of this Agreement or to enforce the repurchase obligations of Servicer. This Section shall survive the termination or assignment of this Agreement and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against earlier removal or incurred by any of them as a result of third-party claims arising out resignation of the events or facts giving rise to such breachIndenture Trustee and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon (i) discovery by any the Servicer or (ii) the receipt of written notice or actual knowledge by a Responsible Officer of the ServicerIndenture Trustee, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee Backup Servicer, of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial Exeter as Servicer under this Section. As of the second Accounting Date following its discovery or actual knowledge or receipt of notice notice, as applicable, of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 hereof which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialServicer’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial Servicer shall, unless such breach shall have been cured in all material respects, purchase from the Holding Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial Servicer shall pay the related Purchase Amount. Any such breach will be deemed not to have a material and adverse effect on the interests of the Noteholders in the Receivable if such breach has not affected the ability of the Holding Trust or Noteholders to receive and retain timely payment in full on such Receivable. It is understood and agreed that the obligation of GM Financial Servicer to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial Servicer for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Collateral AgentBackup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or the Indenture Trustee. Except as expressly set forth in the Basic Documents, neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.7, the Trustee eligibility of any Receivable for purposes of this Agreement or to enforce the repurchase obligations of Servicer. This Section shall survive the termination or assignment of this Agreement and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against earlier removal or incurred by any of them as a result of third-party claims arising out resignation of the events or facts giving rise to such breachIndenture Trustee and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral AgentSecurity Insurer, the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a3.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable3.6(a), the party discovering such breach shall give prompt written notice to the others; providedPROVIDED, howeverHOWEVER, that the failure to give any such notice shall not affect any obligation of GM Financial as Servicer under this Sectionthe Servicer. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a3.5(a) or 4.6 3.6(a) which materially and adversely affects the interests of the Noteholders Noteholders, the Trust or the Security Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s the Servicer's election, the first Accounting Date so following) or ), the related Financed Vehicle, GM Financial Servicer shall, unless it shall have cured such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Deposit Date, GM Financial the Servicer shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial the Servicer to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial the Servicer for such breach available to the Security Insurer, the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral AgentIndenture Trustee on behalf of Noteholders; providedPROVIDED, howeverHOWEVER, that GM Financial the Servicer shall indemnify the Trust, the Owner Trustee, the Trust Backup Servicer, the Collateral Agent, the Security Insurer, the Trust, the Indenture Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; providedPROVIDED, howeverHOWEVER, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral Agent; providedPROVIDED, howeverHOWEVER, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral AgentNote Insurer, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4Section 4.2(a), 3.54.4, 3.6, 4.5(a) 4.5 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as the Servicer under this SectionSection 4.7. As of Unless the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respectsby the last day of the second Collection Period following such discovery (or, at the Servicer's election, the last day of the first following Collection Period), the Servicer shall purchase from the Trust the any Receivable materially and adversely affected by such breach andbreach. In consideration of the purchase of such Receivable, on the related Determination Date, GM Financial Servicer shall pay remit the related Purchase AmountAmount in the manner specified in Section 5.6. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the The sole remedy against GM Financial for such breach available to of the NoteholdersTrustee, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Note Insurer or the Securityholders with respect to a breach of Section 4.2(a), 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trustee, the Standby Servicer, the Collateral Agent, the Trustee Note Insurer, the Owner Trustee, the Trust and the Noteholders from and Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. If it is determined that the management, administration and servicing of the Receivables and operation of the Trust pursuant to this Agreement constitutes a violation of the prohibited transaction rules of ERISA or the Code to which no statutory exception or administrative exemption applies, such violation shall not be treated as a breach of Section 4.2(a), 4.4, 4.5 or 4.6 if not otherwise such a breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counselcounsel (which shall include any reasonable fees and expenses of counsel incurred by any indemnified party to enforce such indemnification obligation), which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, GM Financial will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable States for such Receivables.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counselcounsel (which shall include any reasonable fees and expenses of counsel incurred by any indemnified party to enforce such indemnification obligation), which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, GM Financial, in its capacities as sponsor and servicer, will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable States for such Receivables.

Purchase of Receivables Upon Breach of Covenant. Upon ----------------------------------------------- discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall -------- ------- not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, -------- ------- the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral AgentNote Insurer, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4Section 4.2(a), 3.54.4, 3.6, 4.5(a) 4.5 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as the Servicer under this SectionSection 4.7. As of Unless the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respectsby the last day of the second Collection Period following such discovery (or, purchase from at the Trust Servicer's election, the Receivable affected by such breach andlast day of the first following Collection Period), on the related Determination Date, GM Financial Servicer shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which the Securityholders' or the Note Insurers' interest therein or in the related Financed Vehicle is materially and adversely affected by such a breach has occurred and is continuing shallbreach. In consideration of the purchase of such Receivable, if such obligation is fulfilled, constitute the Servicer shall remit the Purchase Amount in the manner specified in Section 5.6. The sole remedy against GM Financial for such breach available to of the NoteholdersTrustee, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Note Insurer or the Securityholders with respect to a breach of Section 4.2(a), 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trustee, the Backup Servicer, the Collateral Agent, the Trustee Note Insurer, the Owner Trustee, the Trust and the Noteholders from and Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. If it is determined that the management, administration and servicing of the Receivables and operation of the Trust pursuant to this Agreement constitutes a violation of the prohibited transaction rules of ERISA or the Code to which no statutory exception or administrative exemption applies, such violation shall not be treated as a breach of Section 4.2(a), 4.4, 4.5 or 4.6 if not otherwise such a breach. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables File and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee's Certificate in the form of Exhibit F-2.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.

Purchase of Receivables Upon Breach of Covenant. Upon (i) discovery by any the Servicer or (ii) the receipt of written notice or actual knowledge by a Responsible Officer of the ServicerIndenture Trustee, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee Backup Servicer, of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial Exeter as Servicer under this Section. As of the second Accounting Date following its discovery or actual knowledge or receipt of notice notice, as applicable, of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 hereof which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialServicer’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial Servicer shall, unless such breach shall have been cured in all material respects, purchase from the Holding Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial Servicer shall pay the related Purchase Amount. Any such breach will be deemed not to have a material and adverse effect on the interests of the Noteholders in the Receivable if such breach has not affected the ability of the Holding Trust or Noteholders to receive and retain timely payment in full on such Receivable. It is understood and agreed that the obligation of GM Financial Servicer to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial Servicer for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Collateral AgentBackup Servicer or the Indenture Trustee. Notwithstanding anything to the contrary contained herein, Servicer will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case Servicer shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. Except as expressly set forth in the Basic Documents, neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.7, the Trustee eligibility of any Receivable for purposes of this Agreement or to enforce the repurchase obligations of Servicer. This Section shall survive the termination or assignment of this Agreement and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against earlier removal or incurred by any of them as a result of third-party claims arising out resignation of the events or facts giving rise to such breachIndenture Trustee and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. (a) Upon discovery by any of the Servicer, or after the receipt of written notice by, or upon the actual knowledge of a Responsible Officer of the Trust Collateral Agentof, the Owner Trustee or a Responsible Officer of the Trustee Indenture Trustee, of a breach of any of the covenants set forth in Sections 3.44.2(a), 3.54.4, 3.6, 4.5(a) 4.5 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach or receiving notice or actual knowledge thereof (as applicable) shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as the Servicer under this SectionSection 4.7. As of Unless the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respectsby the last day of the second Collection Period following such discovery (or, purchase from at the Servicer’s election, the last day of the first following Collection Period), the Servicer shall purchase, and the Grantor Trust the Receivable affected by such breach andshall sell, on the related Determination Date, GM Financial shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which the Securityholders’, Indenture Trustee’s or Grantor Trust’s interest therein or in the related Financed Vehicle (whether directly or indirectly) is materially and adversely affected by such a breach has occurred and is continuing shallbreach. In consideration of the purchase of such Receivable, if such obligation is fulfilled, constitute the Servicer shall remit the Purchase Amount in the manner specified in Section 5.6. The sole remedy against GM Financial for such breach available to of the NoteholdersIndenture Trustee, the IssuerTrust, the Grantor Trust, the Owner Trustee and the Securityholders with respect to a breach of Sections 4.2(a), 4.4, 4.5 or 4.6 shall be to require the Trust Collateral AgentServicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that GM Financial the Servicer shall indemnify the TrustIndenture Trustee, the Backup Servicer, the Owner Trustee, the Trust Collateral AgentTrust, Grantor Trust, the Trustee Grantor Trust Trustee, the Delaware Trustee, the Custodian and the Noteholders from and Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. If it is determined that the management, administration and servicing of the Receivables and operation of the Trust pursuant to this Agreement constitutes a violation of the prohibited transaction rules of ERISA or the Code to which no statutory exception or administrative exemption applies, such violation shall not be treated as a breach of Sections 4.2(a), 4.4, 4.5 or 4.6 if not otherwise such a breach. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Indenture Trustee shall direct the Custodian to release to CPS or its designee the related Receivables File and, together with the Issuer and Grantor Trust, shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Indenture Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee’s Certificate in the form of Exhibit F-2.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Insurer, the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of any of the representations, warranties and covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall will give prompt written notice to the others; provided, however, that the failure to give any such notice shall will not affect any obligation of GM Financial Triad as Servicer under this SectionSection 4.7. As of the second Accounting Date following its discovery or receipt of notice of any breach of any representation, warranty or covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialTriad’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shallTriad will, unless such breach shall have has been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial shall Triad will pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial Triad to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shallwill, if such obligation is fulfilled, constitute the sole remedy against GM Financial Triad for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral AgentIndenture Trustee; provided, however, that GM Financial shall Triad will indemnify the Trust, the Backup Servicer, the Insurer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Trustee Certificateholders and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. The indemnification provided pursuant to this section will survive the removal or resignation of the Indenture Trustee and or the Backup Servicer. In no event shall Citibank, N.A., in its capacity as the Backup Servicer or successor Servicer, be obligated to repurchase any Receivable pursuant to this Section 4.7.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer, a Responsible Officer of the Designated Backup Subservicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Subsections (a), (b), (c) and (j) of Section 3.4 or in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial UACC as Servicer under this Section; provided, further, that the Designated Backup Subservicer, so long as it has not been appointed Servicer or subservicer, shall have no liability for a failure to give such notice. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialUACC’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial UACC shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial UACC shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial UACC to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial UACC for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer, the Designated Backup Subservicer or the Trust Collateral Agent; provided, however, that GM Financial UACC shall indemnify the Trust, the Backup Servicer, the Designated Backup Subservicer, the Collateral Agent, the Custodian, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, UACC will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 0.25% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case UACC shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 0.25% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer and/or the Collateral Agent and/or the Custodian and/or the Designated Backup Subservicer.

Purchase of Receivables Upon Breach of Covenant. (a) . Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.44.2(a), 3.54.4, 3.6, 4.5(a) 4.5 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as the Servicer under this SectionSection 4.7. As of Unless the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respectsby the last day of the second Collection Period following such discovery (or, purchase from at the Trust Servicer’s election, the Receivable affected by such breach andlast day of the first following Collection Period), on the related Determination Date, GM Financial Servicer shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which the Securityholders’ interest therein or in the related Financed Vehicle is materially and adversely affected by such a breach has occurred and is continuing shallbreach. In consideration of the purchase of such Receivable, if such obligation is fulfilled, constitute the Servicer shall remit the Purchase Amount in the manner specified in Section 5.6. The sole remedy against GM Financial for such breach available to of the NoteholdersTrustee, the IssuerTrust, the Owner Trustee and the Securityholders with respect to a breach of Sections 4.2(a), 4.4, 4.5 or 4.6 shall be to require the Trust Collateral AgentServicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that GM Financial the Servicer shall indemnify the TrustTrustee, the Backup Servicer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. If it is determined that the management, administration and servicing of the Receivables and operation of the Trust pursuant to this Agreement constitutes a violation of the prohibited transaction rules of ERISA or the Code to which no statutory exception or administrative exemption applies, such violation shall not be treated as a breach of Sections 4.2(a), 4.4, 4.5 or 4.6 if not otherwise such a breach. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables File and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee’s Certificate in the form of Exhibit F-2.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date fifth Business Day following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay (x) if any Borrowing Base Deficiency shall exist, the related Purchase AmountPrice or (y) otherwise, zero. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Administrative Agent, the Agents, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. [Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than [ ]% of the Aggregate Principal Balance as of the [ ]th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than [ ]% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the [ ]th day after the Closing Date. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.]

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Insurer, the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of any of the representations, warranties and covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall will give prompt written notice to the others; provided, however, that the failure to give any such notice shall will not affect any obligation of GM Financial Triad as Servicer under this SectionSection 4.7. As of the second Accounting Date following its discovery or receipt of notice of any breach of any representation, warranty or covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s Triad's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shallTriad will, unless such breach shall have has been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial shall Triad will pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial Triad to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shallwill, if such obligation is fulfilled, constitute the sole remedy against GM Financial Triad for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral AgentIndenture Trustee; provided, however, that GM Financial shall Triad will indemnify the Trust, the Backup Servicer, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. The indemnification provided pursuant to this section will survive the removal or resignation of the Indenture Trustee and or the Backup Servicer. In no event shall JPMorgan Chase Bank, in its capacity as the Backup Servicer or successor Servicer, be obligated to repurchase any Receivable pursuant to this Section 4.7.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Insurer, the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of any of the representations, warranties and covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall will give prompt written notice to the others; provided, however, that the failure to give any such notice shall will not affect any obligation of GM Financial Triad as Servicer under this SectionSection 4.7. As of the second Accounting Date following its discovery or receipt of notice of any breach of any representation, warranty or covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s Triad's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shallTriad will, unless such breach shall have has been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial shall Triad will pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial Triad to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shallwill, if such obligation is fulfilled, constitute the sole remedy against GM Financial Triad for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral AgentIndenture Trustee; provided, however, that GM Financial shall Triad will indemnify the Trust, the Backup Servicer, the Insurer, the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Trustee Certificateholders and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. The indemnification provided pursuant to this section will survive the removal or resignation of the Indenture Trustee and or the Backup Servicer. In no event shall Citibank, N.A., in its capacity as the Backup Servicer or successor Servicer, be obligated to repurchase any Receivable pursuant to this Section 4.7.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a3.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable3.6(a), the party discovering such breach shall give prompt written notice to the others; providedPROVIDED, howeverHOWEVER, that the failure to give any such notice shall not affect any obligation of GM Financial as Servicer under this Sectionthe Servicer. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a3.5(a) or 4.6 3.6(a) which materially and adversely affects the interests of the Certificateholders, the Noteholders or the Trust in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s the Servicer's election, the first Accounting Date so following) or ), the related Financed Vehicle, GM Financial Servicer shall, unless it shall have cured such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Deposit Date, GM Financial the Servicer shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial the Servicer to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial the Servicer for such breach available to the NoteholdersCertificateholders, the IssuerNoteholders, the Owner Trustee on behalf of Certificateholders or the Trust Collateral AgentIndenture Trustee on behalf of Noteholders; providedPROVIDED, howeverHOWEVER, that GM Financial the Servicer shall indemnify the Trust, the Owner Trustee, the Trust Collateral AgentBackup Servicer, the Trustee Trust, the Indenture Trustee, the Noteholders and the Noteholders from and Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. (a) Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of any of the covenants set forth in Sections 3.44.2(a), 3.54.4, 3.6, 4.5(a) 4.5 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as the Servicer under this SectionSection 4.7. As of Unless the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respectsby the last day of the second Collection Period following such discovery (or, purchase from at the Servicer’s election, the last day of the first following Collection Period), the Servicer shall purchase, and the Grantor Trust the Receivable affected by such breach andshall sell, on the related Determination Date, GM Financial shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which the Securityholders’, Indenture Trustee’s or Grantor Trust’s interest therein or in the related Financed Vehicle (whether directly or indirectly) is materially and adversely affected by such a breach has occurred and is continuing shallbreach. In consideration of the purchase of such Receivable, if such obligation is fulfilled, constitute the Servicer shall remit the Purchase Amount in the manner specified in Section 5.6. The sole remedy against GM Financial for such breach available to of the NoteholdersIndenture Trustee, the IssuerTrust, the Grantor Trust, the Owner Trustee and the Securityholders with respect to a breach of Sections 4.2(a), 4.4, 4.5 or 4.6 shall be to require the Trust Collateral AgentServicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that GM Financial the Servicer shall indemnify the TrustIndenture Trustee, the Backup Servicer, the Owner Trustee, the Trust Collateral AgentTrust, Grantor Trust, the Trustee Grantor Trust Trustee, the Delaware Trustee, the Custodian and the Noteholders from and Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. If it is determined that the management, administration and servicing of the Receivables and operation of the Trust pursuant to this Agreement constitutes a violation of the prohibited transaction rules of ERISA or the Code to which no statutory exception or administrative exemption applies, such violation shall not be treated as a breach of Sections 4.2(a), 4.4, 4.5 or 4.6 if not otherwise such a breach. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Indenture Trustee shall direct the Custodian to release to CPS or its designee the related Receivables File and, together with the Issuer and Grantor Trust, shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Indenture Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee’s Certificate in the form of Exhibit F-2.

Purchase of Receivables Upon Breach of Covenant. Upon (i) discovery by any the Servicer or (ii) the receipt of written notice or actual knowledge by a Responsible Officer of the ServicerIndenture Trustee, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee Backup Servicer, of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial Exeter as Servicer under this Section. As of the second Accounting Date following its discovery or actual knowledge or receipt of notice notice, as applicable, of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 hereof which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialServicer’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial Servicer shall, unless such breach shall have been cured in all material respects, purchase from the Holding Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial Servicer shall pay the related Purchase Amount. Any such breach will be deemed not to have a material and adverse effect on the interests of the Noteholders in the Receivable if such breach has not affected the ability of the Holding Trust or Noteholders to receive and retain timely payment in full on such Receivable. It is understood and agreed that the obligation of GM Financial Servicer to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial Servicer for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Collateral AgentBackup Servicer including the Backup Servicer in its capacity as the successor Servicer if so appointed) or the Indenture Trustee. Notwithstanding anything to the contrary contained herein, Servicer will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case Servicer shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. Except as expressly set forth in the Basic Documents, neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.7, the Trustee eligibility of any Receivable for purposes of this Agreement or to enforce the repurchase obligations of Servicer. This Section shall survive the termination or assignment of this Agreement and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against earlier removal or incurred by any of them as a result of third-party claims arising out resignation of the events or facts giving rise to such breachIndenture Trustee and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon ----------------------------------------------- discovery by any of the Servicer, the Seller, a Responsible Trust Officer of the Trust Collateral AgentTrustee, the Owner Trustee or a Responsible an Authorized Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable9.1(a), the party discovering such breach shall give prompt written notice to the othersothers and the Insurer; provided, -------- however, that the failure to give any such notice shall not affect any ------- obligation of GM Financial as the Servicer under this SectionSection 4.6. As of the second Accounting Date last day of the month following the month of its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 9.1(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial the Servicer shall, unless such breach and the resulting Material Adverse Effect shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Deposit Date, GM Financial the Servicer shall pay the related Purchase AmountAmount and deposit such Purchase Amount into the Collection Account in accordance with Section 5.6 hereof. In consideration of and simultaneously with the purchase of the Receivable, the Issuer and the Trustee shall perform such acts and execute such assignments, termination statements and other documents as may reasonably be requested by the Servicer in order to effect such purchase, it being understood that the preparation of any such documents and the payment of any costs associated therewith (including any required filing fees) shall be undertaken by the Servicer. The Trustee shall notify the Controlling Party promptly, in writing, of any failure by the Servicer to so repurchase any Receivable to the extent the Trustee has actual knowledge of such failure. It is understood and agreed that the obligation of GM Financial the Servicer to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial the Servicer for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral AgentAgent under this Agreement; provided, however, that GM Financial the Servicer shall indemnify the Trust, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee Trustee, the Successor Servicer and the Noteholders from (and their respective directors, officers, employees and agents) against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, Vehicle GM Financial shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer, a Responsible Officer of the Designated Backup Subservicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Subsections (a), (b), (c) and (j) of Section 3.3 or in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial UACC as Servicer under this Section; provided, further, that the Designated Backup Subservicer, so long as it has not been appointed Servicer or subservicer, shall have no liability for a failure to give such notice. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialUACC’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial UACC shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial UACC shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial UACC to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial UACC for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer, the Designated Backup Subservicer or the Trust Collateral Agent; provided, however, that GM Financial UACC shall indemnify the Trust, the Backup Servicer, the Designated Backup Subservicer, the Collateral Agent, the Custodian, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, UACC will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 0.25% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case UACC shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 0.25% of the Xxxxxxxxx Xxxxxxxxx Xxxxxxx as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer and/or the Collateral Agent and/or the Custodian and/or the Designated Backup Subservicer.

Purchase of Receivables Upon Breach of Covenant. Upon (i) discovery by any the Servicer or (ii) the receipt of the Servicer, written notice or actual knowledge by a Responsible Officer of the Trust Collateral Agent, Indenture Trustee[,][or] a Responsible Officer of the Owner Trustee [or a Responsible Officer of the Trustee Backup Servicer] of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial Exeter as Servicer under this Section. As of the second Accounting Date following its discovery or actual knowledge or receipt of notice notice, as applicable, of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialExeter’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial Exeter shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial Exeter shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial Exeter to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial Exeter for such breach available to the Noteholders, the IssuerOwner Trustee[, the Owner Trustee Backup Servicer] or the Trust Collateral AgentIndenture Trustee; provided, however, that GM Financial Exeter shall indemnify the Trust, [the Backup Servicer,] the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. In the event Exeter is unable to provide such indemnity payments due pursuant to this paragraph to the Owner Trustee[, the Backup Servicer] or the Indenture Trustee, the Owner Trustee[, the Backup Servicer] and the Indenture Trustee shall collect such indemnities amounts pursuant to Section 5.7(a) hereof or Section 5.6 of the Indenture, as applicable. [Notwithstanding anything to the contrary contained herein, Exeter will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than [ ]% of the Aggregate Principal Balance as of the [ ]th day after the Closing Date, in which case Exeter shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than [ ]% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the [ ]th day after the Closing Date. Except as expressly set forth in the Basic Documents, neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.7, the eligibility of any Receivable for purposes of this Agreement or to enforce the repurchase obligations of Exeter. This Section shall survive the termination or assignment of this Agreement and the earlier removal or resignation of the Indenture Trustee [and/or the Backup Servicer.]

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral AgentIndenture Trustee, the Owner Trustee or a Responsible Officer of the Trustee Master Servicer of a breach of any of the covenants set forth in Sections 3.43.3(e), 3.53.3(f), 3.6, 4.5(a) 4.5 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial the Receivables Seller as Servicer under this Section. As of the second Accounting Date fifth Business Day following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.43.3(e), 3.53.3(f), 3.6, 4.5(a4.5 or 4.6(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial the Receivables Seller shall, unless such breach shall have been cured in all material respects, purchase from the Trust Issuer the Receivable affected by such breach and, on the related Determination Date, GM Financial the Receivables Seller shall pay the related Purchase AmountRepurchase Price. It is understood and agreed that the obligation of GM Financial the Receivables Seller to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial the Receivables Seller for such breach available to the Depositor, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Master Servicer or the Trust Collateral AgentIndenture Trustee; provided, however, that GM Financial the Receivables Seller shall indemnify the TrustIssuer, the Depositor, the Master Servicer, the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Indenture Trustee and/or the Master Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral AgentSecurity Insurer, the Owner Trustee Issuer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a3.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable3.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial FEFG, as Servicer Servicer, under this SectionSection 3.7. As Subject to the proviso in the second sentence of Section 8.2, as of the last day of the second Accounting Date month (or, at the Servicer's election, the last day of the first month) following its the month of the Servicer's discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a3.5(a) or 4.6 3.6(a) which materially and adversely affects the interests of the Noteholders Noteholders, the Issuer or the Security Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election), the first Accounting Date so following) or the related Financed Vehicle, GM Financial Servicer shall, unless such breach shall have been cured in all material respects, purchase from the Trust Issuer the Receivable affected by such breach and, on the related Determination Deposit Date, GM Financial the Servicer shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial the Servicer to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial the Servicer for such breach available to the Security Insurer, the Noteholders, the Issuer, the Owner Trustee Issuer or the Trust Collateral AgentTrustee on behalf of Noteholders and the Security Insurer; provided, however, that GM Financial the Servicer shall indemnify the TrustIssuer, the Owner TrusteeBackup Servicer, the Trust Collateral Agent, the Security Insurer, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counselcounsel (which shall include any reasonable fees and expenses of counsel incurred by any indemnified party to enforce such indemnification obligation), which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable States for such Receivables. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. (a) . Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4Section 4.2(a), 3.54.4, 3.6, 4.5(a) 4.5 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as the Servicer under this SectionSection 4.7. As of Unless the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respectsby the last day of the second Collection Period following such discovery (or, purchase from at the Trust Servicer’s election, the Receivable affected by such breach andlast day of the first following Collection Period), on the related Determination Date, GM Financial Servicer shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which the Securityholders’ interest therein or in the related Financed Vehicle is materially and adversely affected by such a breach has occurred and is continuing shallbreach. In consideration of the purchase of such Receivable, if such obligation is fulfilled, constitute the Servicer shall remit the Purchase Amount in the manner specified in Section 5.6. The sole remedy against GM Financial for such breach available to of the NoteholdersTrustee, the IssuerTrust, the Owner Trustee and the Securityholders with respect to a breach of Section 4.2(a), 4.4, 4.5 or 4.6 shall be to require the Trust Collateral AgentServicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that GM Financial the Servicer shall indemnify the TrustTrustee, the Backup Servicer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. If it is determined that the management, administration and servicing of the Receivables and operation of the Trust pursuant to this Agreement constitutes a violation of the prohibited transaction rules of ERISA or the Code to which no statutory exception or administrative exemption applies, such violation shall not be treated as a breach of Section 4.2(a), 4.4, 4.5 or 4.6 if not otherwise such a breach. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables File and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee’s Certificate in the form of Exhibit F-2.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Section 3(b) of the Custodian Agreement or Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 hereof which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Receivable that is or was a Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Receivable that is or was a Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. [Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable States for such Receivables. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.]

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Section 3(b) of the Custodian Agreement or Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 hereof which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Section 3(b) of the Custodian Agreement or Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 hereof which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.

Purchase of Receivables Upon Breach of Covenant. Upon ----------------------------------------------- discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any -------- ------- such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, -------- ------- the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counselcounsel (which shall include any reasonable fees and expenses of counsel incurred by any indemnified party to enforce such indemnification obligation), which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit, in its capacities as sponsor and servicer, will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable States for such Receivables. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral AgentSecurity Insurer, the Owner Trustee Issuer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a3.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable3.6(a), the party discovering such breach shall give prompt written notice to the others; providedPROVIDED, howeverHOWEVER, that the failure to give any such notice shall not affect any obligation of GM Financial AFS as Servicer under this SectionSection 3.7. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a3.5(a) or 4.6 3.6(a) which materially and adversely affects the interests of the Noteholders Noteholders, the Issuer or the Security Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AFS's election, the first Accounting Date so following) or the related Financed Vehicle), GM Financial AFS shall, unless such breach shall have been cured in all material respects, purchase from the Trust Issuer the Receivable affected by such breach and, on the related Determination Deposit Date, GM Financial AFS shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AFS to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AFS for such breach available to the Security Insurer, the Noteholders, the Issuer or the Trustee on behalf of Noteholders; PROVIDED, HOWEVER, that AFS shall indemnify the Issuer, the Owner Trustee or Backup Servicer, the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Collateral AgentSecurity Insurer, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer, a Responsible Officer of the Designated Backup Subservicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Subsections (a), (b), (c), (d) and (j) of Section 3.3 or in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial UACC as Servicer under this Section; provided, further, that the Designated Backup Subservicer, so long as it has not been appointed Servicer or subservicer, shall have no liability for a failure to give such notice. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialUACC’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial UACC shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial UACC shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial UACC to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial UACC for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer, the Designated Backup Subservicer or the Trust Collateral Agent; provided, however, that GM Financial UACC shall indemnify the Trust, the Backup Servicer, the Designated Backup Subservicer, the Collateral Agent, the Custodian, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, UACC will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 0.25% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case UACC shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 0.25% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer and/or the Collateral Agent and/or the Custodian and/or the Designated Backup Subservicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date [or the Subsequent Transfer date as applicable], in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date [or the Subsequent Transfer Date as applicable]. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. (m) Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of any of the covenants set forth in Sections 3.44.2(a), 3.54.4, 3.6, 4.5(a) 4.5 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as the Servicer under this SectionSection 4.7. As of Unless the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respectsby the last day of the second Collection Period following such discovery (or, purchase from at the Servicer’s election, the last day of the first following Collection Period), the Servicer shall purchase, and the Grantor Trust the Receivable affected by such breach andshall sell, on the related Determination Date, GM Financial shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which the Securityholders’, Indenture Trustee’s or Grantor Trust’s interest therein or in the related Financed Vehicle (whether directly or indirectly) is materially and adversely affected by such a breach has occurred and is continuing shallbreach. In consideration of the purchase of such Receivable, if such obligation is fulfilled, constitute the Servicer shall remit the Purchase Amount in the manner specified in Section 5.6. The sole remedy against GM Financial for such breach available to of the NoteholdersIndenture Trustee, the IssuerTrust, the Grantor Trust, the Owner Trustee and the Securityholders with respect to a breach of Sections 4.2(a), 4.4, 4.5 or 4.6 shall be to require the Trust Collateral AgentServicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that GM Financial the Servicer shall indemnify the TrustIndenture Trustee, the Backup Servicer, the Owner Trustee, the Trust Collateral AgentTrust, Grantor Trust, the Trustee Grantor Trust Trustee, the Delaware Trustee, the Custodian and the Noteholders from and Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. If it is determined that the management, administration and servicing of the Receivables and operation of the Trust pursuant to this Agreement constitutes a violation of the prohibited transaction rules of ERISA or the Code to which no statutory exception or administrative exemption applies, such violation shall not be treated as a breach of Sections 4.2(a), 4.4, 4.5 or 4.6 if not otherwise such a breach. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Indenture Trustee shall direct the Custodian to release to CPS or its designee the related Receivables File and, together with the Issuer and Grantor Trust, shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Indenture Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee’s Certificate in the form of Exhibit F-2. Servicing Fee. The Servicer shall be entitled to the “Servicing Fee” for each Payment Date, which shall be equal to the greater of (i) the result of one-twelfth times 2.50% of the Pool Balance as of the first day of the related Collection Period and (ii) the product of the number of Receivables serviced by the successor Servicer during the related Collection Period and $15; provided, however, that with respect to the first Payment Date the Servicing Fee will be equal to the product of one-twelfth and 2.50% of the Original Pool Balance. The Servicer shall also be entitled to receive the Additional Servicing Compensation in accordance with Section 5.7(a)(ii) as compensation for its duties hereunder. Servicer’s Certificate. By 9:00 a.m., Minneapolis time, on each Determination Date, the Servicer shall deliver to the Indenture Trustee, the Owner Trustee, the Grantor Trust Trustee, the Rating Agencies and the Seller a Servicer’s Certificate containing all information necessary to make the distributions pursuant to Sections 5.7 and 5.8 (including, if required, withdrawals from the Series 2015-C Spread Account) for the Collection Period preceding the date of such Servicer’s Certificate and all information necessary for the Indenture Trustee to send statements to the Securityholders pursuant to Section 5.8(b) and all information necessary to enable the Backup Servicer to verify the information specified in Section 4.13(b). Receivables to be purchased by the Servicer or to be purchased by CPS shall be identified by the Servicer by account number with respect to such Receivable (as specified in Schedule A). Annual Statement as to Compliance, Notice of Servicer Termination Event.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date fifth (5th) Business Day following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay (x) if any Borrowing Base Deficiency shall exist, the related Purchase AmountPrice or (y) otherwise, zero. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Administrative Agent, the Agents, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 0.5% of the Aggregate Principal Balance as of the 180th day after the Closing Date in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 0.5% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Seller, the Servicer, a Responsible Officer of the Trust Collateral AgentBorrower, the Owner Trustee Administrative Agent or a Responsible Officer of the Trustee Secured Parties of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) 5.5 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)5.6, the party discovering such breach shall give prompt written notice to the others; providedPROVIDED, howeverHOWEVER, that the failure to give any such notice shall not affect any obligation of GM Financial as the Servicer under this SectionSection 5.7. As of the second Accounting Date last day of the month following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) 5.5 or 4.6 5.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated ReceivableReceivable(s) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle) and/or the interests of the Borrower and/or the Secured Parties therein (including any Defaulted or Delinquent Receivable), GM Financial the Servicer shall, unless such breach shall have been cured in all material respects, purchase from the Trust Borrower the Receivable affected by such breach and, on the related Determination Date, GM Financial the Servicer shall pay the related Purchase AmountRepurchase Obligation Amount by remitting such amount to the Collection Account. It is understood and agreed that the obligation of GM Financial the Servicer to purchase any Receivable (including any Liquidated Delinquent or Defaulted Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial the Servicer for such breach available to the NoteholdersBorrower, the Issuer, the Owner Trustee Secured Parties or the Trust Collateral Administrative Agent; providedPROVIDED, howeverHOWEVER, that GM Financial the Servicer shall indemnify the TrustBorrower, the Owner TrusteeBackup Servicer, the Trust Collateral Agent, the Trustee Administrative Agent and the Noteholders from and Secured Parties against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; providedPROVIDED, howeverHOWEVER, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; providedPROVIDED, howeverHOWEVER, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon (i) discovery by any the Servicer or (ii) the receipt of the Servicer, written notice or actual knowledge by a Responsible Officer of the Trust Collateral Agent, Indenture Trustee[,][or] a Responsible Officer of the Owner Trustee [or a Responsible Officer of the Trustee Backup Servicer], of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial Exeter as Servicer under this Section. As of the second Accounting Date following its discovery or actual knowledge or receipt of notice notice, as applicable, of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 hereof which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialServicer’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial Servicer shall, unless such breach shall have been cured in all material respects, purchase from the Holding Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial Servicer shall pay the related Purchase Amount. Any such breach will be deemed not to have a material and adverse effect on the interests of the Noteholders in the Receivable if such breach has not affected the ability of the Holding Trust or Noteholders to receive and retain timely payment in full on such Receivable. It is understood and agreed that the obligation of GM Financial Servicer to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial Servicer for such breach available to the Noteholders, the IssuerOwner Trustee[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)] or the Indenture Trustee. Notwithstanding anything to the contrary contained herein, Servicer will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than [___]% of the Aggregate Principal Balance as of the [___] day after the Closing Date (or such other number of days in respect of which the Rating Agency Condition shall have been satisfied), in which case Servicer shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than [___]% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the [___] day after the Closing Date (or such other number of days in respect of which the Rating Agency Condition shall have been satisfied). Except as expressly set forth in the Basic Documents, neither the Owner Trustee or nor the Trust Collateral Agent; provided, however, that GM Financial Indenture Trustee shall indemnify have any duty to conduct an affirmative investigation as to the Trustoccurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.7, the Owner Trustee, eligibility of any Receivable for purposes of this Agreement or to enforce the Trust Collateral Agent, repurchase obligations of Servicer. This Section shall survive the Trustee termination or assignment of this Agreement and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against earlier removal or incurred by any of them as a result of third-party claims arising out resignation of the events or facts giving rise to such breachIndenture Trustee [and/or the Backup Servicer].

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral AgentSecurity Insurer, the Owner Trustee Issuer or a Responsible Officer of the Indenture Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a3.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable3.6(a), the party discovering such breach shall give prompt written notice to the others; providedPROVIDED, howeverHOWEVER, that the failure to give any such notice shall not affect any obligation of GM Financial as Servicer under this Sectionthe Servicer. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a3.5(a) or 4.6 3.6(a) which materially and adversely affects the interests of the Noteholders Noteholders, the Issuer or the Security Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s the Servicer's election, the first Accounting Date so following) or ), the related Financed Vehicle, GM Financial Servicer shall, unless it shall have cured such breach shall have been cured in all material respects, purchase from the Trust Issuer the Receivable affected by such breach and, on the related Determination Deposit Date, GM Financial the Servicer shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial the Servicer to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial the Servicer for such breach available to the Security Insurer, the Noteholders, the Issuer or the Indenture Trustee on behalf of Noteholders; PROVIDED, HOWEVER, that the Servicer shall indemnify the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the TrustBackup Servicer, the Owner Trustee, the Trust Collateral Agent, the Trustee Security Insurer, the Indenture Trustee, the Administrative Agent and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery ----------------------------------------------- by any of the Sellers, the Servicer, a Responsible Officer of the Trust Collateral AgentBorrower, the Owner Trustee Administrative Agent or a Responsible Officer of the Trustee Secured Parties of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) -------- 5.5 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)5.6, the party discovering such breach shall give prompt written notice --- --- to the others; provided, however, that the failure to give any such notice shall -------- ------- not affect any obligation of GM Financial as the Servicer under this SectionSection 5.7. As of the second Accounting Date last ----------- day of the month following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) 5.5 or 4.6 5.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable------------ --- Receivable(s) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle) and/or the interests of the Borrower and/or the Secured Parties therein (including any Defaulted or Delinquent Receivable), GM Financial the Servicer shall, unless such breach shall have been cured in all material respects, purchase from the Trust Borrower the Receivable affected by such breach and, on the related Determination Date, GM Financial the Servicer shall pay the related Purchase AmountRepurchase Obligation Amount by remitting such amount to the Collection Account. It is understood and agreed that the obligation of GM Financial the Servicer to purchase any Receivable (including any Liquidated Delinquent or Defaulted Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial the Servicer for such breach available to the NoteholdersBorrower, the Issuer, the Owner Trustee Secured Parties or the Trust Collateral Administrative Agent; provided, however, that GM Financial the Servicer shall indemnify the Trust-------- ------- Borrower, the Owner TrusteeBackup Servicer, the Trust Collateral Agent, the Trustee Administrative Agent and the Noteholders from and Secured Parties against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Xxxxxxxxx Xxxxxxxxx Xxxxxxx as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the Back to Contents covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6(a) hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Insurer, the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of any of the representations, warranties and covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall will give prompt written notice to the others; provided, however, that the failure to give any such notice shall will not affect any obligation of GM Financial Triad as Servicer under this SectionSection 4.7. As of the second Accounting Date following its discovery or receipt of notice of any breach of any representation, warranty or covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s Triad's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shallTriad will, unless such breach shall have has been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial shall Triad will pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial Triad to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shallwill, if such obligation is fulfilled, constitute the sole remedy against GM Financial Triad for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral AgentIndenture Trustee; provided, however, that GM Financial shall Triad will indemnify the Trust, the Backup Servicer, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. The indemnification provided pursuant to this section will survive the removal or resignation of the Indenture Trustee and or the Backup Servicer. In no event shall JPMorgan Chase Bank, N.A., in its capacity as the Backup Servicer or successor Servicer, be obligated to repurchase any Receivable pursuant to this Section 4.7.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer's not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral AgentSecurity Insurer, the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a3.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable3.6(a), the party discovering such breach shall give prompt written notice to the others; providedPROVIDED, howeverHOWEVER, that the failure to give any such notice anotice shall not affect any obligation of GM Financial as Servicer under this Sectionthe Servicer. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a3.5(a) or 4.6 3.6(a) which materially and adversely affects the interests of the Noteholders Certificateholders, the Noteholders, the Trust or the Security Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s the Servicer's election, the first Accounting Date so following) or ), the related Financed Vehicle, GM Financial Servicer shall, unless it shall have cured such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Deposit Date, GM Financial the Servicer shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial the Servicer to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial the Servicer for such breach available to the NoteholdersSecurity Insurer, the IssuerCertificateholders, the Noteholders, the Owner Trustee on behalf of Certificateholders or the Trust Collateral AgentIndenture Trustee on behalf of Noteholders; providedPROVIDED, howeverHOWEVER, that GM Financial the Servicer shall indemnify the Trust, the Owner Trustee, the Trust Backup Servicer, the Collateral Agent, the Trustee Security Insurer, the Trust, the Indenture Trustee, the Noteholders and the Noteholders from and Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Back to Contents Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral AgentCredit Enhancer, the Trustee, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4Section 4.2(a), 3.5, 3.64.4, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as the Servicer under this SectionSection 4.7. As of Unless the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respectsby the last day of the second Collection Period following such discovery (or, at the Servicer's election, the last day of the first following Collection Period), the Servicer shall purchase from the Trust the any Receivable materially and adversely affected by such breach andbreach. In consideration of the purchase of such Receivable, on the related Determination Date, GM Financial Servicer shall pay remit the related Purchase AmountAmount in the manner specified in Section 5.6. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the The sole remedy against GM Financial for such breach available to of the NoteholdersTrustee, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Credit Enhancer or the Securityholders with respect to a breach of Section 4.2, 4.4, 4.5(a) or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trustee, the Trustee, the Standby Servicer, the Collateral Agent, the Credit Enhancer, the Owner Trustee the Trust and the Noteholders from and Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. If it is determined that the management, administration and servicing of the Receivables and operation of the Trust pursuant to this Agreement constitutes a violation of the prohibited transaction rules of ERISA or the Code to which no statutory exception or administrative exemption applies, such violation shall not be treated as a breach of Section 4.2, 4.4, 4.5(a) or 4.6 if not otherwise such a breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer's not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Seller, a Responsible Trust Officer of the Trust Collateral AgentTrustee, the Owner Trustee or a Responsible an Authorized Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable9.1(a), the party discovering such breach shall give prompt written notice to the othersothers and the Insurer; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as the Servicer under this SectionSection 4.6. As of the second Accounting Date last day of the calendar month following the calendar month of its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 9.1(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial the Servicer (when the Servicer is TFC) shall, unless such breach and the resulting Material Adverse Effect shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Deposit Date, GM Financial the Servicer shall pay the related Purchase AmountAmount and deposit such Purchase Amount into the Collection Account in accordance with Section 5.6 hereof. As provided in Section 10.4(a), the Successor Servicer shall not have any obligation to purchase any Receivable pursuant to this Section 4.6. In consideration of and simultaneously with the purchase of the Receivable, the Issuer and the Trustee shall perform such acts and execute such assignments, termination statements and other documents as may reasonably be requested by the Servicer in order to effect such purchase, it being understood that the preparation of any such documents and the payment of any costs associated therewith (including any required filing fees) shall be undertaken by the Servicer. The Trustee shall notify the Controlling Party promptly, in writing, of any failure by the Servicer to so repurchase any Receivable to the extent the Trustee has actual knowledge of such failure. It is understood and agreed that the obligation of GM Financial the Servicer to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial the Servicer for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral AgentAgent under this Agreement; provided, however, that GM Financial the Servicer shall indemnify the Trust, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee Trustee, the Successor Servicer and the Noteholders from (and their respective directors, officers, employees and agents) against all costs, expenses, losses, damages, claims and 35 Sale and Servicing Agreement liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. [Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.]

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6(a) hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon ----------------------------------------------- discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall -------- ------- not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, -------- ------- the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; providedPROVIDED, howeverHOWEVER, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral Agent; provided, howeverHOWEVER, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Seller, the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Issuer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) Section 2.13 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable3.3(a), the party discovering such breach shall give prompt written notice to the othersother parties hereto; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial the Seller or CBC, as Servicer Servicer, under this SectionSection 3.4. As Subject to the proviso in the second sentence of Section 8.2, as of the second Accounting last day of the Quarterly Period related to a Payment Date following its discovery in which (a) a Responsible Officer of the Servicer has actual knowledge or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(aSection 3.3(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable or (including b) a Responsible Officer of either the Seller or the Servicer has actual knowledge or notice of any Liquidated Receivable) (or, at GM Financial’s electionbreach of any covenant set forth in Section 2.13, the first Accounting Date so following) or the related Financed Vehicleparty in breach of any such covenant, GM Financial shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Issuer each Receivable materially and adversely affected by such breach and, on or before the related Determination Deposit Date, GM Financial shall pay the related Purchase AmountAmount to the Collection Account. It is understood and agreed Upon knowledge of the Trustee that such party in breach has failed to effect its purchase obligation, the Trustee for the benefit of the Noteholders shall enforce directly the obligation of GM Financial such breaching party to purchase such Receivables. The obligation of the Seller or the Servicer to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial the Seller or the Servicer, as applicable, for such breach available to the Noteholders, the Issuer, the Owner Trustee Issuer or the Trust Collateral AgentTrustee on behalf of Noteholders; provided, however, that GM Financial CBC, as the Servicer or the Seller, as applicable, shall indemnify the TrustIssuer, the Owner TrusteeBackup Servicer, the Trust Collateral AgentInitial Purchaser, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breachbreach except to the extent arising out of or resulting from gross negligence or willful misconduct of the party seeking indemnification.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 0.5% of the Aggregate Principal Balance as of the 180th day after the Closing Date or the Subsequent Transfer Date, as applicable, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 0.5% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date or the Subsequent Transfer Date, as applicable. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 hereof which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than [ ]% of the Aggregate Principal Balance as of the [ ]th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than [ ]% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the [ ]th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than [ ]% of the Aggregate Principal Balance as of the [ ]th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than [ ]% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the [ ]th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer, a Responsible Officer of the Designated Backup Subservicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Subsections (a), (b), (c) and (j) of Section 3.3 or in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial UACC as Servicer under this Section; provided, further, that the Designated Backup Subservicer, so long as it has not been appointed Servicer or subservicer, shall have no liability for a failure to give such notice. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialUACC’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial UACC shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial UACC shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial UACC to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial UACC for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer, the Designated Backup Subservicer or the Trust Collateral Agent; provided, however, that GM Financial UACC shall indemnify the Trust, the Backup Servicer, the Designated Backup Subservicer, the Collateral Agent, the Custodian, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, UACC will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 0.25% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case UACC shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 0.25% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer and/or the Collateral Agent and/or the Custodian and/or the Designated Backup Subservicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Insurer, the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) Section 4.5 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)Section 4.6, the party discovering such breach shall will give prompt written notice to the others; provided, however, provided that the failure to give any such notice shall will not affect any obligation of GM Financial New South as Servicer under this SectionSection 4.7. As of the second Accounting Date following its discovery or receipt of notice of any breach of any representation, warranty or covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) Section 4.5 or Section 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s New South's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shallNew South will, unless such breach shall have has been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial shall New South will pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial New South to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shallwill, if such obligation is fulfilled, constitute the sole remedy against GM Financial New South for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral AgentIndenture Trustee; provided, however, that GM Financial shall New South will indemnify the Trust, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. The indemnification provided pursuant to this section will survive the removal or resignation of the Indenture Trustee.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 0.5% of the Aggregate Principal Balance as of the 180th day after the Closing Date or the Subsequent Transfer date as applicable, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 0.5% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date or the Subsequent Transfer Date as applicable. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than [1.0]% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the [240]th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Master Servicer, the Seller, the Insurer, a Responsible Trust Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as Servicer Advanta under this SectionSection 4.7. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders Securityholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s Advanta's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial Advanta shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Deposit Date, GM Financial Advanta shall pay the related Purchase AmountAmount and deposit such Purchase Amounts into the Collection Account in accordance with Section 5.6 hereof. The Trust Collateral Agent shall notify the Insurer promptly, in writing, of any failure by Advanta to so repurchase any Receivable. It is understood and agreed that the obligation of GM Financial Advanta to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial Advanta for such breach available to the NoteholdersInsurer, the IssuerSecurityholders, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial Advanta shall indemnify the Trust, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from Securityholders (and their respective directors, officers, employees and agents) against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6(a) hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer's not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 0.5% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 0.5% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. (a) . Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral AgentNote Insurer, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4Section 4.2(a), 3.54.4, 3.6, 4.5(a) 4.5 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as the Servicer under this SectionSection 4.7. As of Unless the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respectsby the last day of the second Collection Period following such discovery (or, purchase from at the Trust Servicer's election, the Receivable affected by such breach andlast day of the first following Collection Period), on the related Determination Date, GM Financial Servicer shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which the Securityholders' or the Note Insurers' interest therein or in the related Financed Vehicle is materially and adversely affected by such a breach has occurred and is continuing shallbreach. In consideration of the purchase of such Receivable, if such obligation is fulfilled, constitute the Servicer shall remit the Purchase Amount in the manner specified in Section 5.6. The sole remedy against GM Financial for such breach available to of the NoteholdersTrustee, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Note Insurer or the Securityholders with respect to a breach of Section 4.2(a), 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trustee, the Backup Servicer, the Collateral Agent, the Trustee Note Insurer, the Owner Trustee, the Trust and the Noteholders from and Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. If it is determined that the management, administration and servicing of the Receivables and operation of the Trust pursuant to this Agreement constitutes a violation of the prohibited transaction rules of ERISA or the Code to which no statutory exception or administrative exemption applies, such violation shall not be treated as a breach of Section 4.2(a), 4.4, 4.5 or 4.6 if not otherwise such a breach. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables File and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee's Certificate in the form of Exhibit F-2. Servicing Fee. The "Servicing Fee" for each Payment Date shall be equal to the result of one twelfth times 2.50% of the Pool Balance as of the first day of the related Collection Period; provided, however, that with respect to the first Payment Date the Servicer will be entitled to receive a Servicing Fee equal to the product of one-twelfth times 2.50% of the Original Pool Balance. In addition the Servicing Fee shall also include the Additional Servicing Compensation, which shall not be a part of the Owner Trust Estate. On each Payment Date occurring after the date, if any, on which CPS resigns as Servicer pursuant to Section 9.6 or is terminated as Servicer pursuant to Section 10.2, the Person then acting as successor Servicer (including the Backup Servicer, if acting in such capacity) shall be entitled to receive (i) the Servicing Fee and (ii) a supplemental fee (the "Successor Servicing Fee") equal to the positive difference, if any, between (A) the product of the number of Receivables serviced by the successor Servicer during the related Collection Period and $13 and (B) the Servicing Fee, each in accordance with the priorities set forth in Section 5.7(a) hereof. Servicer's Certificate. By 9:00 a.m., Minneapolis time, on each Determination Date, the Servicer shall deliver to the Trustee, the Owner Trustee, the Note Insurer, the Rating Agencies and the Seller a Servicer's Certificate containing all information necessary to make the distributions pursuant to Sections 5.7 and 5.8 (including, if required, withdrawals from the Series 2007-C Spread Account) for the Collection Period preceding the date of such Servicer's Certificate and all information necessary for the Trustee to send statements to the Securityholders and the Note Insurer pursuant to Section 5.8(b) and all information necessary to enable the Backup Servicer to verify the information specified in Section 4.13(b) and to complete the accounting required by Section 5.9. Receivables to be purchased by the Servicer or to be purchased by CPS shall be identified by the Servicer by account number with respect to such Receivable (as specified in Schedule A).

Purchase of Receivables Upon Breach of Covenant. Upon discovery ----------------------------------------------- by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any -------- ------- obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, -------- ------- the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6(a) hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 0.5% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 0.5% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date or the Subsequent Transfer Date as applicable, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date or the Subsequent Transfer Date as applicable. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 0.5% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 0.5% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Insurer, the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of any of the representations, warranties and covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall will give prompt written notice to the others; provided, however, that the failure to give any such notice shall will not affect any obligation of GM Financial Triad as Servicer under this SectionSection 4.7. As of the second Accounting Date following its discovery or receipt of notice of any breach of any representation, warranty or covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s Triad's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shallTriad will, unless such breach shall have has been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial shall Triad will pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial Triad to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shallwill, if such obligation is fulfilled, constitute the sole remedy against GM Financial Triad for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral AgentIndenture Trustee; provided, however, that GM Financial shall Triad will indemnify the Trust, the Backup Servicer, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. The indemnification provided pursuant to this section will survive the removal or resignation of the Indenture Trustee and or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Table of Contents Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Section 3(b) of the Custodian Agreement or Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 hereof which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 1.0% of the Aggregate Principal Balance as of the 180th day after the Closing Date or the Subsequent Transfer date as applicable, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date or the Subsequent Transfer Date as applicable. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Security Insurer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; providedPROVIDED, howeverHOWEVER, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this SectionSection 4.7. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders Certificateholders or the Security Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle), GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Deposit Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the NoteholdersSecurity Insurer, the Issuer, the Owner Trustee Certificateholders or the Trust Collateral AgentTrustee on behalf of Certificateholders; providedPROVIDED, howeverHOWEVER, that GM Financial AmeriCredit shall indemnify the Trust, the Owner TrusteeBackup Servicer, the Trust Collateral Agent, the Security Insurer, the Trustee and the Noteholders from and Certificateholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.44.2(a), 3.54.4, 3.6, 4.5(a) 4.5 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as the Servicer under this SectionSection 4.7. As of Unless the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respectsby the last day of the second Collection Period following such discovery (or, purchase from at the Trust Servicer’s election, the Receivable affected by such breach andlast day of the first following Collection Period), on the related Determination Date, GM Financial Servicer shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which the Securityholders’ interest therein or in the related Financed Vehicle is materially and adversely affected by such a breach has occurred and is continuing shallbreach. In consideration of the purchase of such Receivable, if such obligation is fulfilled, constitute the Servicer shall remit the Purchase Amount in the manner specified in Section 5.6. The sole remedy against GM Financial for such breach available to of the NoteholdersTrustee, the IssuerTrust, the Owner Trustee and the Securityholders with respect to a breach of Sections 4.2(a), 4.4, 4.5 or 4.6 shall be to require the Trust Collateral AgentServicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that GM Financial the Servicer shall indemnify the TrustTrustee, the Backup Servicer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. If it is determined that the management, administration and servicing of the Receivables and operation of the Trust pursuant to this Agreement constitutes a violation of the prohibited transaction rules of ERISA or the Code to which no statutory exception or administrative exemption applies, such violation shall not be treated as a breach of Sections 4.2(a), 4.4, 4.5 or 4.6 if not otherwise such a breach. Upon receipt of the Purchase Amount and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables File and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivable including a Trustee’s Certificate in the form of Exhibit F-2.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee Trustee, a Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.41, 3.5, 3.6, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)hereof, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM FinancialAmeriCredit’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the Insurer, the Noteholders, the IssuerOwner Trustee, the Owner Trustee Backup Servicer or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been received with respect to Receivables with Principal Balances which total more than 0.5% of the Aggregate Principal Balance as of the 180th day after the Closing Date or the Subsequent Transfer date as applicable, in which case AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall have been received to be no greater than 0.5% of the Aggregate Principal Balance as of such date or (ii) such Lien Certificates shall not have been received as of the 240th day after the Closing Date or the Subsequent Transfer Date as applicable. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon ----------------------------------------------- discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall -------- ------- not affect any obligation of GM Financial AmeriCredit as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the NoteholdersInsurer, the IssuerNoteholders, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall -------- ------- indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Insurer, the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable4.6(a), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial AmeriCredit as Servicer under this SectionSection 4.7. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 4.6(a) which materially and adversely affects the interests of the Noteholders Securityholders or the Insurer in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s AmeriCredit's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Deposit Date, GM Financial AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial AmeriCredit for such breach available to the NoteholdersInsurer, the IssuerSecurityholders, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial AmeriCredit shall indemnify the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and Securityholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Sellers, the Servicer, a Responsible Officer of the Trust Collateral AgentBorrower, the Owner Trustee Administrative Agent or a Responsible Officer of the Trustee Secured Parties of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) 5.5 or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)5.6, the party discovering such breach shall give prompt written notice to the others; providedPROVIDED, howeverHOWEVER, that the failure to give any such notice shall not affect any obligation of GM Financial as the Servicer under this SectionSection 5.7. As of the second Accounting Date last day of the month following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) 5.5 or 4.6 5.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated ReceivableReceivable(s) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle) and/or the interests of the Borrower and/or the Secured Parties therein (including any Defaulted or Delinquent Receivable), GM Financial the Servicer shall, unless such breach shall have been cured in all material respects, purchase from the Trust Borrower the Receivable affected by such breach and, on the related Determination Date, GM Financial the Servicer shall pay the related Purchase AmountRepurchase Obligation Amount by remitting such amount to the Collection Account. It is understood and agreed that the obligation of GM Financial the Servicer to purchase any Receivable (including any Liquidated Delinquent or Defaulted Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial the Servicer for such breach available to the NoteholdersBorrower, the Issuer, the Owner Trustee Secured Parties or the Trust Collateral Administrative Agent; providedPROVIDED, howeverHOWEVER, that GM Financial the Servicer shall indemnify the TrustBorrower, the Owner TrusteeBackup Servicer, the Trust Collateral Agent, the Trustee Administrative Agent and the Noteholders from and Secured Parties against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach.

Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of [the Insurer,] the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Indenture Trustee of a breach of any of the representations, warranties and covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable)4.6, the party discovering such breach shall will give prompt written notice to the others; provided, however, that the failure to give any such notice shall will not affect any obligation of GM Financial Triad as Servicer under this SectionSection 4.7. As of the second Accounting Date following its discovery or receipt of notice of any breach of any representation, warranty or covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders [or the Insurer] in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s Triad's election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shallTriad will, unless such breach shall have has been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial shall Triad will pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial Triad to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shallwill, if such obligation is fulfilled, constitute the sole remedy against GM Financial Triad for such breach available to [the Insurer,] the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral AgentIndenture Trustee; provided, however, that GM Financial shall Triad will indemnify the Trust, the Backup Servicer, [the Insurer,] the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-third party claims arising out of the events or facts giving rise to such breach. The indemnification provided pursuant to this section will survive the removal or resignation of the Indenture Trustee and or the Backup Servicer. In no event shall [Indenture Trustee], in its capacity as the Backup Servicer or successor Servicer, be obligated to repurchase any Receivable pursuant to this Section 4.7.