Common use of Waiver of Jury Trial; Submission to Jurisdiction Clause in Contracts

Waiver of Jury Trial; Submission to Jurisdiction. Each of the Company and the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Underwriters hereby submits to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Underwriters hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum. If the foregoing is in accordance with the Underwriters’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, GENERAL MOTORS FINANCIAL COMPANY, INC. By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Executive Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC Acting severally on behalf of themselves and as the Representatives of the several Underwriters. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Title: Head of US DCM – Managing Director COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxxx Xxx By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President Title: Vice President By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC By: /s/ Ian Drewe By: /s/ Xxxxx X. Xxxxxxxx Name: Ian Drewe Name: Xxxxx X. Xxxxxxxx Title: Executive Director Title: Authorized Signatory SCHEDULE A Underwriter Principal Amount of Offered Securities BARCLAYS CAPITAL INC. $ 212,500,000 BBVA SECURITIES INC. $ 212,500,000 COMMERZ MARKETS LLC $ 212,500,000 MIZUHO SECURITIES USA LLC $ 212,500,000 XXXXXX XXXXXXX & CO. LLC $ 212,500,000 RBC CAPITAL MARKETS, LLC $ 212,500,000 BMO CAPITAL MARKETS CORP. $ 70,000,000 MUFG SECURITIES AMERICAS INC. $ 70,000,000 U.S. BANCORP INVESTMENTS, INC. $ 70,000,000 XXXXXXXX VAN, LLC $ 7,500,000 XXXXXXX CAPITAL MARKETS LLC $ 7,500,000 Total $ 1,500,000,000 SCHEDULE A-1 SCHEDULE B GENERAL DISTRIBUTION ISSUER FREE WRITING COMMUNICATION

Waiver of Jury Trial; Submission to Jurisdiction. Each of The Company agrees that any suit, action or proceeding against the Company and brought by any Holder or the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding Trustee arising out of or relating to based upon this Agreement Indenture or the transactions contemplated hereby. Each Notes may be instituted in any state or Federal court located in the City of the Company New York, and the Underwriters hereby any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of the federal and state such courts in the Borough of Manhattan in any suit, action or proceeding. The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Underwriters hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such action suit, action, or proceeding that may be brought in connection with this Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such court and any claim courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. If The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the foregoing is Company, and may be enforced in accordance with the Underwriters’ understanding of our agreement, kindly sign and return any court to the Company one jurisdiction of the counterparts hereof, whereupon it will become a binding agreement between which the Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company in the manner provided by this Indenture. The Company has appointed the Company’s General Counsel, located at his office at the Company, 1000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000, or any successor so long as such successor is resident in the United States and can act for this purpose, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Indenture or the Notes or the transactions contemplated herein which may be instituted in any state or Federal court in the City of New York, by any Holder or the Trustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company’s General Counsel has hereby accepted such appointment and has agreed to act as said agent for service of process, and the several Underwriters Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in accordance full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action involving the Company arising out of or based upon this Indenture or the Notes may be instituted by any Holder or the Trustee in any other court of competent jurisdiction. The Company expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with its termsrespect thereto. Very truly yoursEACH OF THE COMPANY AND THE TRUSTEE, GENERAL MOTORS FINANCIAL COMPANYAND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, INCHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Executive Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC Acting severally on behalf of themselves and as the Representatives of the several Underwriters. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Title: Head of US DCM – Managing Director COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxxx Xxx By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President Title: Vice President By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC By: /s/ Ian Drewe By: /s/ Xxxxx X. Xxxxxxxx Name: Ian Drewe Name: Xxxxx X. Xxxxxxxx Title: Executive Director Title: Authorized Signatory SCHEDULE A Underwriter Principal Amount of Offered Securities BARCLAYS CAPITAL INC. $ 212,500,000 BBVA SECURITIES INC. $ 212,500,000 COMMERZ MARKETS LLC $ 212,500,000 MIZUHO SECURITIES USA LLC $ 212,500,000 XXXXXX XXXXXXX & CO. LLC $ 212,500,000 RBC CAPITAL MARKETS, LLC $ 212,500,000 BMO CAPITAL MARKETS CORP. $ 70,000,000 MUFG SECURITIES AMERICAS INC. $ 70,000,000 U.S. BANCORP INVESTMENTS, INC. $ 70,000,000 XXXXXXXX VAN, LLC $ 7,500,000 XXXXXXX CAPITAL MARKETS LLC $ 7,500,000 Total $ 1,500,000,000 SCHEDULE A-1 SCHEDULE B GENERAL DISTRIBUTION ISSUER FREE WRITING COMMUNICATION100

Waiver of Jury Trial; Submission to Jurisdiction. Each of THE BORROWER IRREVOCABLY WAIVES TRIAL BY JURY AND ANY OBJECTIONS, INCLUDING WITHOUT LIMITATION ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR IN THE FUTURE HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH JURISDICTION. All judicial actions, suits or proceedings brought against the Company Borrower and the Underwriters hereby irrevocably waivesits property with respect to its obligations, to the fullest extent permitted by applicable law, liabilities or any and all right to trial by jury in any legal proceeding other matter under or arising out of or relating to in connection with this Agreement or any other Project Loan Document or for recognition or enforcement of any judgment rendered in any such proceedings may be brought in any trial or appellate state or federal court of competent jurisdiction in the transactions contemplated herebystate in which the Property is located. Each By execution and delivery of this Agreement, the Company Borrower accepts, generally and unconditionally, the Underwriters hereby submits to the non-exclusive jurisdiction of the federal such courts and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Underwriters hereby irrevocably waives, and agrees not to the fullest extent permitted by lawplead or claim, any objection which that it may now or hereafter ever have to the laying of venue of any such action or proceeding brought in any such court and any claim or that any such action or proceeding has been was brought in an inconvenient forumcourt. If The Borrower irrevocably agrees that all process in any proceeding or any court arising out of or in connection with this Agreement or any of the foregoing is other Project Loan Documents, may be effected by mailing to the Borrower a copy by registered or certified mail or any substantially similar form of mail, postage prepaid, to the Borrower at its address set forth in subsection 11.1 or at such other address of which the Lender shall have been notified in accordance with the Underwriters’ understanding terms of our agreementsuch subsection. Such service shall be effective five (5) days after such mailing. Such service will be effective and binding service in every respect. The Borrower shall not assert that such service did not constitute effective and binding service within the meaning of any applicable state or federal law, kindly sign and return rule, regulation or the like. Nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by law or shall limit the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters right to sue in accordance with its terms. Very truly yours, GENERAL MOTORS FINANCIAL COMPANY, INC. By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Executive Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC Acting severally on behalf of themselves and as the Representatives of the several Underwriters. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Title: Head of US DCM – Managing Director COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxxx Xxx By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President Title: Vice President By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC By: /s/ Ian Drewe By: /s/ Xxxxx X. Xxxxxxxx Name: Ian Drewe Name: Xxxxx X. Xxxxxxxx Title: Executive Director Title: Authorized Signatory SCHEDULE A Underwriter Principal Amount of Offered Securities BARCLAYS CAPITAL INC. $ 212,500,000 BBVA SECURITIES INC. $ 212,500,000 COMMERZ MARKETS LLC $ 212,500,000 MIZUHO SECURITIES USA LLC $ 212,500,000 XXXXXX XXXXXXX & CO. LLC $ 212,500,000 RBC CAPITAL MARKETS, LLC $ 212,500,000 BMO CAPITAL MARKETS CORP. $ 70,000,000 MUFG SECURITIES AMERICAS INC. $ 70,000,000 U.S. BANCORP INVESTMENTS, INC. $ 70,000,000 XXXXXXXX VAN, LLC $ 7,500,000 XXXXXXX CAPITAL MARKETS LLC $ 7,500,000 Total $ 1,500,000,000 SCHEDULE A-1 SCHEDULE B GENERAL DISTRIBUTION ISSUER FREE WRITING COMMUNICATIONany other jurisdiction.

Waiver of Jury Trial; Submission to Jurisdiction. Each EACH PARTY HERETO HEREBY WAIVES, AND EACH HOLDER BY ACCEPTANCE OF ITS SECURITIES SHALL BE DEEMED TO HAVE WAIVED, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE. The Company irrevocably consents and submits, for itself and in respect of the Company and the Underwriters hereby irrevocably waivesany of its assets or property, to the fullest extent permitted by applicable law, nonexclusive jurisdiction of any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each court of the Company and the Underwriters hereby submits to the exclusive jurisdiction State of the federal and state courts New York or any United States Federal court sitting, in each case, in the Borough of Manhattan in The City Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of New York America, and any appellate court from any thereof in any suit suit, action or proceeding arising out of or relating to that may be brought in connection with this Agreement Indenture or the transactions contemplated herebySecurities, and waives any immunity from the jurisdiction of such courts. Each of the The Company and the Underwriters hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding that may be brought in any such court and any claim courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. If the foregoing is in accordance with the Underwriters’ understanding of our agreementThe Company agrees, kindly sign and return to the Company one of the counterparts hereoffullest extent that it lawfully may do so, whereupon it will become that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding agreement between upon the Company and the several Underwriters Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in accordance with its terms. Very truly yoursthe Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, GENERAL MOTORS FINANCIAL COMPANY, INC. By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Executive Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC Acting severally on behalf of themselves and as the Representatives of the several Underwriters. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Title: Head of US DCM – Managing Director COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxxx Xxx By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President Title: Vice President By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC By: /s/ Ian Drewe By: /s/ Xxxxx X. Xxxxxxxx Name: Ian Drewe Name: Xxxxx X. Xxxxxxxx Title: Executive Director Title: Authorized Signatory SCHEDULE A Underwriter Principal Amount of Offered Securities BARCLAYS CAPITAL INC. $ 212,500,000 BBVA SECURITIES INC. $ 212,500,000 COMMERZ MARKETS LLC $ 212,500,000 MIZUHO SECURITIES USA LLC $ 212,500,000 XXXXXX XXXXXXX & CO. LLC $ 212,500,000 RBC CAPITAL MARKETS, LLC $ 212,500,000 BMO CAPITAL MARKETS CORP. $ 70,000,000 MUFG SECURITIES AMERICAS INC. $ 70,000,000 U.S. BANCORP INVESTMENTS, INC. $ 70,000,000 XXXXXXXX VAN, LLC $ 7,500,000 XXXXXXX CAPITAL MARKETS LLC $ 7,500,000 Total $ 1,500,000,000 SCHEDULE A-1 SCHEDULE B GENERAL DISTRIBUTION ISSUER FREE WRITING COMMUNICATIONaction or proceeding.

Waiver of Jury Trial; Submission to Jurisdiction. Each of The Company agrees that any suit, action or proceeding against the Company and brought by any Holder or the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding Trustee arising out of or relating to based upon this Agreement Indenture or the transactions contemplated hereby. Each Notes may be instituted in any state or Federal court located in the City of the Company New York, and the Underwriters hereby any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of the federal and state such courts in the Borough of Manhattan in any suit, action or proceeding. The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Underwriters hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such action suit, action, or proceeding that may be brought in connection with this Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such court and any claim courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. If The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the foregoing is Company, and may be enforced in accordance with the Underwriters’ understanding of our agreement, kindly sign and return any court to the Company one jurisdiction of the counterparts hereof, whereupon it will become a binding agreement between which the Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company in the manner provided by this Indenture. The Company has appointed the Company’s General Counsel, located at his office at the Company, 0000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000, or any successor so long as such successor is resident in the United States and can act for this purpose, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Indenture or the Notes or the transactions contemplated herein which may be instituted in any state or Federal court in the City of New York, by any Holder or the Trustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company’s General Counsel has hereby accepted such appointment and has agreed to act as said agent for service of process, and the several Underwriters Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in accordance full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action involving the Company arising out of or based upon this Indenture or the Notes may be instituted by any Holder or the Trustee in any other court of competent jurisdiction. The Company expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with its termsrespect thereto. Very truly yoursEACH OF THE COMPANY AND THE TRUSTEE, GENERAL MOTORS FINANCIAL COMPANYAND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, INC. By: /s/ Xxxxxxx X. XxxxxxxxxHEREBY IRREVOCABLY WAIVES, Xx. Name: Xxxxxxx X. XxxxxxxxxTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Xx. Title: Executive Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETSANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, LLC Acting severally on behalf of themselves and as the Representatives of the several Underwriters. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Title: Head of US DCM – Managing Director COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxxx Xxx By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President Title: Vice President By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC By: /s/ Ian Drewe By: /s/ Xxxxx X. Xxxxxxxx Name: Ian Drewe Name: Xxxxx X. Xxxxxxxx Title: Executive Director Title: Authorized Signatory SCHEDULE A Underwriter Principal Amount of Offered Securities BARCLAYS CAPITAL INC. $ 212,500,000 BBVA SECURITIES INC. $ 212,500,000 COMMERZ MARKETS LLC $ 212,500,000 MIZUHO SECURITIES USA LLC $ 212,500,000 XXXXXX XXXXXXX & CO. LLC $ 212,500,000 RBC CAPITAL MARKETS, LLC $ 212,500,000 BMO CAPITAL MARKETS CORP. $ 70,000,000 MUFG SECURITIES AMERICAS INC. $ 70,000,000 U.S. BANCORP INVESTMENTS, INC. $ 70,000,000 XXXXXXXX VAN, LLC $ 7,500,000 XXXXXXX CAPITAL MARKETS LLC $ 7,500,000 Total $ 1,500,000,000 SCHEDULE A-1 SCHEDULE B GENERAL DISTRIBUTION ISSUER FREE WRITING COMMUNICATIONTHE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Waiver of Jury Trial; Submission to Jurisdiction. Each of the Company and the Underwriters hereby irrevocably waivesEACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, to TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Underwriters hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit suit, action or proceeding based on or arising out of or relating to this Agreement Indenture or the transactions contemplated herebyany Securities and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the The Company and the Underwriters hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such action or proceeding has been brought in an inconvenient forum. If The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the foregoing is Company, and may be enforced in accordance with the Underwriters’ understanding of our agreement, kindly sign and return any courts to the jurisdiction of which the Company one is subject by a suit upon such judgment, provided that service of process is effected upon the Company in the manner specified herein or as otherwise permitted by law. The Company hereby irrevocably designates and appoints CT Corporation (the “Process Agent”) as its authorized agent for purposes of this section, it being understood that the designation and appointment of the counterparts hereofProcess Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company, whereupon it will become a binding agreement between mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the several Underwriters in accordance with its terms. Very truly yoursexecution and filing of any and all such documents and instruments as may be necessary, GENERAL MOTORS FINANCIAL COMPANY, INC. By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Executive Vice President to continue such designation and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as appointment of the date first above written. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC Acting severally on behalf of themselves Process Agent in full force and effect so long as the Representatives Company has any outstanding obligations under this Indenture. To the extent the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the several Underwriters. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Title: Head Company hereby irrevocably waives such immunity in respect of US DCM – Managing Director COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxxx Xxx By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President Title: Vice President By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC By: /s/ Ian Drewe By: /s/ Xxxxx X. Xxxxxxxx Name: Ian Drewe Name: Xxxxx X. Xxxxxxxx Title: Executive Director Title: Authorized Signatory SCHEDULE A Underwriter Principal Amount of Offered Securities BARCLAYS CAPITAL INC. $ 212,500,000 BBVA SECURITIES INC. $ 212,500,000 COMMERZ MARKETS LLC $ 212,500,000 MIZUHO SECURITIES USA LLC $ 212,500,000 XXXXXX XXXXXXX & CO. LLC $ 212,500,000 RBC CAPITAL MARKETS, LLC $ 212,500,000 BMO CAPITAL MARKETS CORP. $ 70,000,000 MUFG SECURITIES AMERICAS INC. $ 70,000,000 U.S. BANCORP INVESTMENTS, INC. $ 70,000,000 XXXXXXXX VAN, LLC $ 7,500,000 XXXXXXX CAPITAL MARKETS LLC $ 7,500,000 Total $ 1,500,000,000 SCHEDULE A-1 SCHEDULE B GENERAL DISTRIBUTION ISSUER FREE WRITING COMMUNICATIONits obligations under this Indenture to the extent permitted by law.

Waiver of Jury Trial; Submission to Jurisdiction. Each of The Company agrees that any suit, action or proceeding against the Company and brought by any Holder or the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding Trustee arising out of or relating to based upon this Agreement Indenture or the transactions contemplated hereby. Each Notes may be instituted in any state or Federal court located in the City of the Company New York, and the Underwriters hereby any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of the federal and state such courts in the Borough of Manhattan in any suit, action or proceeding. The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Underwriters hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such action suit, action, or proceeding that may be brought in connection with this Indenture or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such court and any claim courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. If The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the foregoing is Company, and may be enforced in accordance with the Underwriters’ understanding of our agreement, kindly sign and return any court to the Company one jurisdiction of the counterparts hereof, whereupon it will become a binding agreement between which the Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company in the manner provided by this Indenture. The Company has appointed the Company’s General Counsel, located at his office at the Company, 1000 Xxxxxxxxx Xxx, Xxxxx, Xxxxxxx 00000, or any successor so long as such successor is resident in the United States and can act for this purpose, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Indenture or the Notes or the transactions contemplated herein which may be instituted in any state or Federal court in the City of New York, by any Holder or the Trustee, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company’s General Counsel has hereby accepted such appointment and has agreed to act as said agent for service of process, and the several Underwriters Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in accordance full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action involving the Company arising out of or based upon this Indenture or the Notes may be instituted by any Holder or the Trustee in any other court of competent jurisdiction. The Company expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with its termsrespect thereto. Very truly yoursEACH OF THE COMPANY AND THE TRUSTEE, GENERAL MOTORS FINANCIAL COMPANYAND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, INC. By: /s/ Xxxxxxx X. XxxxxxxxxHEREBY IRREVOCABLY WAIVES, Xx. Name: Xxxxxxx X. XxxxxxxxxTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Xx. Title: Executive Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETSANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, LLC Acting severally on behalf of themselves and as the Representatives of the several Underwriters. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Title: Head of US DCM – Managing Director COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxxx Xxx By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President Title: Vice President By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC By: /s/ Ian Drewe By: /s/ Xxxxx X. Xxxxxxxx Name: Ian Drewe Name: Xxxxx X. Xxxxxxxx Title: Executive Director Title: Authorized Signatory SCHEDULE A Underwriter Principal Amount of Offered Securities BARCLAYS CAPITAL INC. $ 212,500,000 BBVA SECURITIES INC. $ 212,500,000 COMMERZ MARKETS LLC $ 212,500,000 MIZUHO SECURITIES USA LLC $ 212,500,000 XXXXXX XXXXXXX & CO. LLC $ 212,500,000 RBC CAPITAL MARKETS, LLC $ 212,500,000 BMO CAPITAL MARKETS CORP. $ 70,000,000 MUFG SECURITIES AMERICAS INC. $ 70,000,000 U.S. BANCORP INVESTMENTS, INC. $ 70,000,000 XXXXXXXX VAN, LLC $ 7,500,000 XXXXXXX CAPITAL MARKETS LLC $ 7,500,000 Total $ 1,500,000,000 SCHEDULE A-1 SCHEDULE B GENERAL DISTRIBUTION ISSUER FREE WRITING COMMUNICATIONTHE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.