SALE AND SERVICING AGREEMENT among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2024-3, Issuer, AFS SENSUB CORP., Seller, AMERICREDIT FINANCIAL SERVICES, INC. D/B/A GM FINANCIAL, Servicer, and CITIBANK, N.A., Trust Collateral Agent Dated as of...

Exhibit 4.3

Execution Version

SALE AND SERVICING

AGREEMENT

among

GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2024-3,

Issuer,

AFS SENSUB CORP.,

Seller,

AMERICREDIT FINANCIAL SERVICES, INC.

D/B/A GM FINANCIAL,

Servicer,

and

CITIBANK, N.A.,

Trust Collateral Agent

Dated as of July 10, 2024

TABLE OF CONTENTS


		Page

ARTICLE I Definitions		1

SECTION 1.1.	Definitions	1
SECTION 1.2.	Other Definitional Provisions	20

ARTICLE II Conveyance of Receivables		21

SECTION 2.1.	Conveyance of Receivables	21
SECTION 2.2.	[Reserved]	22
SECTION 2.3.	Further Encumbrance of Trust Property	22
SECTION 2.4.	Intention of the Parties	22

ARTICLE III The Receivables		23

SECTION 3.1.	Representations and Warranties of Seller	23
SECTION 3.2.	Repurchase upon Breach	24
SECTION 3.3.	Custody of Receivable Files	26
SECTION 3.4.	Maintenance and Safekeeping of the Receivable Files	27
SECTION 3.5.	Location of Receivable Files	28
SECTION 3.6.	Access to Records	28
SECTION 3.7.	Advice of Counsel	28
SECTION 3.8.	Administration; Reports	28
SECTION 3.9.	Instructions; Authority to Act	28
SECTION 3.10.	Custodian Fee	28
SECTION 3.11.	Indemnification by the Custodian	28
SECTION 3.12.	Effective Period and Termination of Custodian	29
SECTION 3.13.	Dispute Resolution	29

ARTICLE IV Administration and Servicing of Receivables		32

SECTION 4.1.	Duties of the Servicer	32
SECTION 4.2.	Collection of Receivable Payments; Modifications of Receivables	33
SECTION 4.3.	Realization upon Receivables	34
SECTION 4.4.	Insurance	36
SECTION 4.5.	Maintenance of Security Interests in Vehicles	37
SECTION 4.6.	Covenants of Servicer	38
SECTION 4.7.	Purchase of Receivables Upon Breach of Covenant	39
SECTION 4.8.	Total Servicing Fee; Payment of Certain Expenses by Servicer	39
SECTION 4.9.	Servicer’s Certificate and Asset-Level Information	40
SECTION 4.10.	Annual Statement as to Compliance, Notice of Servicer Termination Event	40
SECTION 4.11.	Annual Independent Public Accountants’ Reports	41
SECTION 4.12.	Access to Certain Documentation and Information Regarding Receivables	42


ARTICLE V Trust Accounts; Distributions; Statements to Noteholders		42

SECTION 5.1.	Establishment of Trust Accounts	42
SECTION 5.2.	[Reserved]	45
SECTION 5.3.	Certain Reimbursements to the Servicer	45
SECTION 5.4.	Application of Collections	45
SECTION 5.5.	[Reserved]	45
SECTION 5.6.	Additional Deposits	45
SECTION 5.7.	Distributions	46
SECTION 5.8.	Reserve Account	49
SECTION 5.9.	Statements to Noteholders	50
SECTION 5.10.	SOFR Determination	51

ARTICLE VI [Reserved]		51

ARTICLE VII The Seller		51

SECTION 7.1.	Representations of Seller	51
SECTION 7.2.	Corporate Existence	53
SECTION 7.3.	Liability of Seller; Indemnities	54
SECTION 7.4.	Merger or Consolidation of, or Assumption of the Obligations of, Seller	55
SECTION 7.5.	Limitation on Liability of Servicer, Seller and Others	55
SECTION 7.6.	Ownership of the Certificates or Notes	56

ARTICLE VIII The Servicer		56

SECTION 8.1.	Representations of Servicer	56
SECTION 8.2.	Liability of Servicer; Indemnities	58
SECTION 8.3.	Merger or Consolidation of, or Assumption of the Obligations of the Servicer	59
SECTION 8.4.	Limitation on Liability of Servicer and Others	60
SECTION 8.5.	Delegation of Duties	60
SECTION 8.6.	Servicer Not to Resign	60

ARTICLE IX Default		61

SECTION 9.1.	Servicer Termination Event	61
SECTION 9.2.	Consequences of a Servicer Termination Event	61
SECTION 9.3.	Appointment of Successor	62
SECTION 9.4.	Notification to Noteholders	63
SECTION 9.5.	Waiver of Past Defaults	63

ARTICLE X Termination		63

SECTION 10.1.	Optional Purchase of All Receivables	63

ARTICLE XI Administrative Duties of the Servicer		64

SECTION 11.1.	Administrative Duties	64
SECTION 11.2.	Records	66


SECTION 11.3.	Additional Information to be Furnished to the Issuer	66
SECTION 11.4.	Review Reports	66

ARTICLE XII Miscellaneous Provisions		67

SECTION 12.1.	Amendment	67
SECTION 12.2.	Protection of Title to Trust	68
SECTION 12.3.	Notices	69
SECTION 12.4.	Assignment	70
SECTION 12.5.	Limitations on Rights of Others	70
SECTION 12.6.	Severability	70
SECTION 12.7.	Counterparts and Consent to Do Business Electronically	70
SECTION 12.8.	Headings	71
SECTION 12.9.	Governing Law	71
SECTION 12.10.	Assignment to Trust Collateral Agent	71
SECTION 12.11.	Nonpetition Covenants	71
SECTION 12.12.	Limitation of Liability of Owner Trustee and Trust Collateral Agent	72
SECTION 12.13.	Trust Collateral Agent to Report Repurchase Demands due to Breaches of Representations and Warranties	73
SECTION 12.14.	Independence of the Servicer	73
SECTION 12.15.	No Joint Venture	73
SECTION 12.16.	State Business Licenses	73
SECTION 12.17.	Regulation RR Risk Retention	73
SECTION 12.18.	Submission to Jurisdiction; Waiver of Jury Trial	74

SCHEDULES


Schedule A		Schedule of Receivables
Schedule B-1		Representations and Warranties of the Seller and the Servicer Regarding the Receivables
Schedule B-2		Representations and Warranties of the Seller and the Servicer Regarding the Pool of Receivables

EXHIBITS


Exhibit A		Form of Servicer’s Certificate

iii

SALE AND SERVICING AGREEMENT, dated as of July 10, 2024, among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2024-3, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC. D/B/A GM FINANCIAL, a Delaware corporation (the “Servicer”), and CITIBANK, N.A., a national banking association, in its capacity as Trust Collateral Agent.

WHEREAS, the Issuer desires to purchase a portfolio of receivables arising in connection with motor vehicle retail installment sale contracts made by GM Financial or an Originating Affiliate or acquired by GM Financial or an Originating Affiliate through motor vehicle dealers;

WHEREAS, the Seller has purchased such receivables from GM Financial and is willing to sell such receivables to the Issuer;

WHEREAS, the Servicer is willing to service all such receivables;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.1. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“Adjusted Pool Balance” means, (i) for any Distribution Date, the Pool Balance as of the end of the previous Collection Period (and, for the first Distribution Date, as of the Cutoff Date) less the Yield Supplement Overcollateralization Amount with respect to such Distribution Date and (ii) with regard to the Cutoff Date, the Pool Balance as of the Cutoff Date less the Yield Supplement Overcollateralization Amount as of the Cutoff Date.

“Accountants’ Report” means the report of a firm of nationally recognized Independent Accountants described in Section 4.11.

“Accounting Date” means, with respect to any Collection Period the last day of such Collection Period.

“ADR Organization” means The American Arbitration Association or, if The American Arbitration Association no longer exists or if its ADR Rules would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by GM Financial.

“ADR Rules” means the relevant rules of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable, of commercial disputes in effect at the time of the mediation or arbitration.

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Aggregate Principal Balance” means, with respect to any date of determination, the sum of the Principal Balances for all Receivables (other than (i) any Receivable that became a Liquidated Receivable prior to the end of the related Collection Period and (ii) any Receivable that became a Purchased Receivable prior to the end of the related Collection Period) as of the date of determination.

“Agreement” means this Sale and Servicing Agreement, as the same may be amended and supplemented from time to time.

“Amount Financed” means, with respect to a Receivable, the aggregate amount advanced under such Receivable toward the purchase price of the Financed Vehicle and any related costs, including amounts advanced in respect of accessories, insurance premiums, service contracts, car club and warranty contracts, other items customarily financed as part of motor vehicle retail installment sale contracts or promissory notes, and related costs.

“Annual Percentage Rate” or “APR” of a Receivable means the annual percentage rate of finance charges or service charges, as stated in the related Contract.

“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of July 10, 2024, by and among the Issuer, the Servicer and the Asset Representations Reviewer.

“Asset Representations Reviewer” means Xxxxxxx Fixed Income Services LLC, a Delaware limited liability company.

“Asset Review” means, for any Asset Review Notice, the performance by the Asset Representations Reviewer of each Asset Test stated in Schedule A to the Asset Representations Review Agreement for each Asset Review Receivable.

“Asset Review Notice” means the notice from the Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations Reviewer to perform an Asset Review under Section 3.4 of the Asset Representations Review Agreement.

“Asset Review Receivable” means, for any Asset Review, each Receivable that is not a Liquidated Receivable and with respect to which the related Obligor failed to make at least 90% of the related Scheduled Receivables Payment by the date on which it was due and, as of the last day of the Collection Period prior to the date the related Asset Review Notice was delivered, remained unpaid for sixty (60) days or more from the original payment due date.

“Asset Test” means, for an Asset Review, each Test, as defined in the Asset Representations Review Agreement, in Schedule A to the Asset Representations Review

Agreement to be performed by the Asset Representations Reviewer on the related Asset Review Receivables.

“Available Funds” means, with respect to any Distribution Date, the sum of (without duplication) (i) the Collected Funds for the related Collection Period, plus (ii) all Purchase Amounts deposited in the Trust Accounts during the related Collection Period, plus (iii) Investment Earnings with respect to the Trust Accounts for the related Collection Period, plus (iv) following the acceleration of the Notes pursuant to Section 5.2 of the Indenture, the amount of money or property collected pursuant to Section 5.3 of the Indenture since the preceding Distribution Date by the Trust Collateral Agent for distribution pursuant to Section 5.6 and Section 5.8 of the Indenture, plus (v) the proceeds of any purchase or sale of the assets of the Trust described in Section 10.1 plus (vi) amounts, if any, released from the Reserve Account pursuant to Section 5.8(c) on such Distribution Date.

“Base Servicing Fee” means, with respect to any Collection Period, the fee payable to the Servicer for services rendered during such Collection Period, which shall be equal to the product of (i) the Servicing Fee Rate times (ii) the Aggregate Principal Balance of the Receivables as of the opening of business on the first day of such Collection Period (or, in the case of the first Distribution Date, as of the opening of business on June 3, 2024) times (iii) one-twelfth (or, in the case of the first Distribution Date, a fraction equal to (x) the number of days from and including June 3, 2024 through and including July 31, 2024, divided by (y) 360).

“Basic Documents” means this Agreement, the Certificate of Trust, the Trust Agreement, the Purchase Agreement, the Indenture, the Asset Representations Review Agreement, the Underwriting Agreement and other documents and certificates delivered in connection therewith.

“Business Day” means any day other than a Saturday, a Sunday, a legal holiday or other day on which commercial banking institutions located in Wilmington, Delaware, Fort Worth, Texas, or New York, New York or any other location of any successor Servicer, successor Owner Trustee or successor Trust Collateral Agent are authorized or obligated by law, executive order or governmental decree to be closed.

“Certificate” means the trust certificate evidencing the beneficial interest of the Certificateholder in the Trust.

“Certificate Distribution Account” has the meaning assigned to such term in the Trust Agreement.

“Certificateholder” means the Person in whose name the Certificate is registered.

“Class” means the Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and/or the Class D Notes, as the context requires.

“Class A Notes” means the Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes and the Class A-4 Notes.

“Class A-1 Notes” has the meaning assigned to such term in the Indenture.

“Class A-2 Notes” has the meaning assigned to such term in the Indenture.

“Class A-2-A Notes” has the meaning assigned to such term in the Indenture.

“Class A-2-B Notes” has the meaning assigned to such term in the Indenture.

“Class A-3 Notes” has the meaning assigned to such term in the Indenture.

“Class A-4 Notes” has the meaning assigned to such term in the Indenture.

“Class B Notes” has the meaning assigned to such term in the Indenture.

“Class C Notes” has the meaning assigned to such term in the Indenture.

“Class D Notes” has the meaning assigned to such term in the Indenture.

“Closing Date” means July 10, 2024.

“Collateral Insurance” shall have the meaning set forth in Section 4.4(a).

“Collected Funds” means, with respect to any Collection Period, the amount of funds in the Collection Account representing collections on the Receivables during such Collection Period, including all Net Liquidation Proceeds collected during such Collection Period (but excluding any Purchase Amounts).

“Collection Account” means the account designated as such, established and maintained pursuant to Section 5.1(a)(i).

“Collection Period” means, with respect to the first Distribution Date, the period beginning as of the close of business on June 2, 2024 and ending as of the close of business on July 31, 2024. With respect to each subsequent Distribution Date, “Collection Period” means the period beginning as of the close of business on the last day of the second preceding calendar month and ending as of the close of business on the last day of the immediately preceding calendar month. Any amount stated “as of the close of business” shall give effect to the following calculations as determined as of the end of the day on such day: (i) all applications of collections and (ii) all distributions.

“Collection Records” means all manually prepared or computer generated records relating to collection efforts or payment histories with respect to the Receivables.

“Commission” means the Securities and Exchange Commission.

“Contract” means a motor vehicle retail installment sale contract or promissory note.

“Controlling Class” means, (i) the Class A Notes so long as any class of the Class A Notes are Outstanding, (ii) if no class of Class A Notes is Outstanding, the Class B Notes, (iii) if no Class A Notes or Class B Notes are Outstanding, the Class C Notes, or (iv) if no Class A Notes, Class B Notes or Class C Notes are Outstanding, the Class D Notes.

“Controlling Party” means the Trust Collateral Agent, for the benefit of the Noteholders.

“Corporate Trust Office” means (i) with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee, which at the time of execution of this agreement is Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000, Attention: Corporate Trust Administration and (ii) with respect to the Trustee and the Trust Collateral Agent (a) solely with respect to the transfer, surrender, exchange or presentation for final payment of the Notes, 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 07310, Attention: Citibank Agency & Trust - GMCAR 2024-3 and (b) for all other purposes, the principal office thereof at which at any particular time its corporate trust business shall be administered, which at the time of execution of this agreement is 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Citibank Agency & Trust - GMCAR 2024-3.

“Cram Down Loss” means, with respect to a Receivable that has not become a Liquidated Receivable, if the Servicer expects the Principal Balance or effective rate of interest on the Contract to be reduced by a court of appropriate jurisdiction in a proceeding related to an Insolvency Event, the Servicer’s estimate of the reduction in the Principal Balance that will be so ordered by the court.

“Credit Risk Retention Rules” shall have the meaning set forth in Section 4.9(a).

“Custodian” means GM Financial and any other Person named from time to time as custodian hereunder acting as agent for the Trust Collateral Agent, which Person must be acceptable to the Controlling Party (the Custodian as of the Closing Date is acceptable to the Controlling Party).

“Cutoff Date” means June 2, 2024.

“DBRS” means DBRS, Inc. or its successor.

“Dealer” means a dealer who sold a Financed Vehicle and who originated and assigned the respective Receivable to GM Financial or an Originating Affiliate under a Dealer Agreement or pursuant to a Dealer Assignment.

“Dealer Agreement” means any agreement between a Dealer and GM Financial or an Originating Affiliate relating to the acquisition of Receivables from a Dealer by GM Financial or an Originating Affiliate.

“Dealer Assignment” means, with respect to a Receivable, the executed assignment executed by a Dealer conveying such Receivable to GM Financial or an Originating Affiliate.

“Delinquency Rate” means, for any Collection Period, (i) the aggregate Principal Balance of all Delinquent Receivables as of the end of such Collection Period divided by (ii) the Pool Balance as of the end of such Collection Period.

“Delinquency Trigger” means, that (i) as of the end of any of the first through twelfth Collection Periods, the Delinquency Rate exceeds 1.10%, (ii) as of the end of any of the thirteenth through twenty-fourth Collection Periods, the Delinquency Rate exceeds 1.80%, (iii) as of the end of any of the twenty-fifth through thirty-sixth Collection Periods, the Delinquency Rate exceeds

2.80% or (iv) as of the end of any subsequent Collection Period, the Delinquency Rate exceeds 4.90%.

“Delinquent Receivable” means any Receivable that is not (i) a Liquidated Receivable or (ii) a Receivable with respect to which the Servicer has repossessed the related Financed Vehicle, and which the related Obligor fails to make at least 90% of the related Scheduled Receivables Payment by the date on which it is due and remains unpaid for more than sixty (60) days from the original payment due date.

“Delivery” when used with respect to Trust Account Property means:

(a) with respect to bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute “instruments” within the meaning of Section 9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer thereof to the Trust Collateral Agent by physical delivery to the Trust Collateral Agent endorsed to, or registered in the name of, the Trust Collateral Agent or endorsed in blank, and, with respect to a certificated security (as defined in Section 8-102(a)(4) of the UCC), transfer thereof (i) by delivery thereof to the Trust Collateral Agent of such certificated security endorsed to, or registered in the name of, the Trust Collateral Agent or (ii) by delivery thereof to a “clearing corporation” (as defined in Section 8-102(a)(5) of the UCC) and the making by such clearing corporation of appropriate entries on its books reducing the appropriate securities account of the transferor and increasing the appropriate securities account of the Trust Collateral Agent by the amount of such certificated security and the identification by the clearing corporation of the certificated securities for the sole and exclusive account of the Trust Collateral Agent (all of the foregoing, “Physical Property”), and, in any event, any such Physical Property in registered form shall be in the name of the Trust Collateral Agent or its nominee; and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such Trust Account Property to the Trust Collateral Agent or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof;

(b) with respect to any security issued by the U.S. Department of the Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National Mortgage Association that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations, the following procedures, all in accordance with applicable law, including applicable federal regulations and Articles 8 and 9 of the UCC: book-entry registration of such Trust Account Property to an appropriate book-entry account maintained with a Federal Reserve Bank by a securities intermediary that is also a “depository” pursuant to applicable federal regulations; the making by such securities intermediary of entries in its books and records crediting such Trust Account Property to the Trust Collateral Agent’s securities account at the securities intermediary and identifying such book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations as belonging to the Trust Collateral Agent; and such additional or alternative procedures as may hereafter become appropriate to effect complete transfer of ownership of any such Trust Account Property to the Trust Collateral Agent, consistent with changes in applicable law or regulations or the interpretation thereof;

(c) with respect to any item of Trust Account Property that is an uncertificated security under Article 8 of the UCC and that is not governed by clause (b) above, registration on the books

and records of the issuer thereof in the name of the Trust Collateral Agent or its nominee or custodian who either (i) becomes the registered owner on behalf of the Trust Collateral Agent or (ii) having previously become the registered owner, acknowledges that it holds for the Trust Collateral Agent; and

(d) with respect to any item of Trust Account Property that is a financial asset under Article 8 of the UCC and that is not governed by clause (b) above, causing the securities intermediary to indicate on its books and records that such financial asset has been credited to a securities account of the Trust Collateral Agent.

“Depositor” means the Seller.

“Determination Date” means, with respect to any Collection Period, the second Business Day prior to the related Distribution Date.

“Distribution Date” means, with respect to each Collection Period, the sixteenth (16th) day of the following calendar month, or, if such day is not a Business Day, the immediately following Business Day, commencing August 16, 2024. If GM Financial is no longer acting as Servicer, the distribution date may be a different day of the month.

“Electronic Chattel Paper Sub-Custodian” means DealerTrack, Inc., RouteOne LLC or another econtracting facilitator engaged by the Servicer.

“Electronic Ledger” means the electronic master record of the retail installment sale contracts or installment loans of the Servicer.

“Eligible Deposit Account” means a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any State (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as (a) the long-term unsecured debt of such depository institution shall have a credit rating from Moody’s of at least Baa2 and from Standard & Poor’s of at least BBB and (b) such depository institutions’ deposits are insured by the FDIC.

“Eligible Investments” mean book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(a) direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;

(b) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or State banking or depository institution authorities (including depository receipts issued by any such institution or trust company as custodian with respect to any obligation referred to in clause (a) above or portion of such obligation for the benefit of the holders of such depository receipts); provided, however, that at the time of the investment or contractual commitment to invest therein (which shall be deemed to be made again each time funds are reinvested following each Distribution Date), the commercial paper or other short-term senior unsecured debt obligations

(other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) of such depository institution or trust company shall have a credit rating from Standard & Poor’s of A-1+, from Moody’s of Prime-1, and to the extent rated by DBRS or Fitch, from DBRS of R-1 (middle) and from Fitch of F1+; provided, that, if the Notes are rated by Fitch, such demand deposits, time deposits or certificates of deposit eligible under this clause (b) shall have a credit rating from Fitch of F1+;

(c) commercial paper and demand notes investing solely in commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from Standard & Poor’s of A-1+, from Moody’s of Prime-1, and to the extent rated by DBRS or Fitch, from DBRS of R-1 (middle) and from Fitch of F1+, provided, that, if the Notes are rated by Fitch, such commercial paper and demand notes investing solely in commercial paper eligible under this clause (c) shall have a credit rating from Fitch of F1+;

(d) investments in money market funds (including funds for which the Trust Collateral Agent or the Trustee in each of their individual capacities or any of their respective Affiliates is investment manager, controlling party or advisor) having a rating from Standard & Poor’s of AAA-m or AAAm-G, from Moody’s of Aaa and, to the extent the Notes are rated by Fitch, such investments in money market funds eligible under this clause (d) shall have a credit rating from Fitch of AAAmmf or from Moody’s of Aaa-mf;

(e) bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;

(f) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) referred to in clause (b) above;

(g) any other investment which would satisfy the Rating Agency Condition and is consistent with the ratings of the Notes or any other investment that by its terms converts to cash within a finite period, if the Rating Agency Condition is satisfied with respect thereto; and

(h) cash denominated in United States dollars.

Any of the foregoing Eligible Investments may be purchased by or through the Trust Collateral Agent, the Trustee or any of their respective Affiliates.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FDIC” means the Federal Deposit Insurance Corporation.

“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York currently at xxxx://xxx.xxxxxxxxxx.xxx, or at such other page as may replace such page on the website of the Federal Reserve Bank of New York.

“Final Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes, the July 16, 2025 Distribution Date, (ii) the Class A-2-A Notes, the June 16, 2027 Distribution Date, (iii) the Class A-2-B Notes, the June 16, 2027 Distribution Date, (iv) the Class A-3 Notes, the April 16, 2029 Distribution Date, (v) the Class A-4 Notes, the November 16, 2029 Distribution Date, (vi) the Class B Notes, the January 16, 2030 Distribution Date, (vii) the Class C Notes, the February 19, 2030 Distribution Date and (viii) the Class D Notes, the January 16, 2032 Distribution Date.

“Financed Vehicle” means an automobile or light-duty truck or utility vehicle, together with all accessions thereto, securing an Obligor’s Indebtedness under the respective Receivable.

“First Priority Principal Distribution Amount” means, with respect to any Distribution Date, an amount equal to the excess, if any, of (a) the aggregate Outstanding Amount of the Class A Notes as of such Distribution Date (before giving effect to any principal payments made on the Class A Notes on such Distribution Date), over (b) the Adjusted Pool Balance for such Distribution Date; provided, however, that (i) the First Priority Principal Distribution Amount on the Final Scheduled Distribution Date of the Class A-1 Notes shall not be less than the amount that is necessary to reduce the Outstanding Amount of the Class A-1 Notes to zero; (ii) the First Priority Principal Distribution Amount on the Final Scheduled Distribution Date of the Class A-2 Notes shall not be less than the amount that is necessary to reduce the aggregate Outstanding Amount of the Class A-2 Notes to zero; (iii) the First Priority Principal Distribution Amount on the Final Scheduled Distribution Date of the Class A-3 Notes shall not be less than the amount that is necessary to reduce the Outstanding Amount of the Class A-3 Notes to zero; and (iv) the First Priority Principal Distribution Amount on the Final Scheduled Distribution Date of the Class A-4 Notes shall not be less than the amount that is necessary to reduce the Outstanding Amount of the Class A-4 Notes to zero.

“Fitch” means Fitch Ratings, Inc. or its successor.

“Force Majeure Event” means an act of God or other forces beyond control, acts of declared or undeclared war (including acts of terrorism), civil or military disturbances, nuclear or natural catastrophes, public disorder, strikes, work stoppages, rebellion or sabotage, interruptions, loss or malfunctions of utilities, epidemics, pandemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes.

“Force-Placed Insurance” shall have the meaning set forth in Section 4.4.

“Fourth Priority Principal Distribution Amount” means, with respect to any Distribution Date, an amount equal to (a) the excess, if any, of (i) the aggregate Outstanding Amount of the Class A Notes, Class B Notes, Class C Notes and Class D Notes as of such Distribution Date (before giving effect to any principal payments made on the Class A Notes, Class B Notes, Class C Notes and Class D Notes on such Distribution Date), over (ii) the Adjusted Pool Balance for such Distribution Date minus (b) the sum of the First Priority Principal Distribution Amount, Second Priority Principal Distribution Amount and Third Priority Principal Distribution Amount for such Distribution Date; provided, however, that the Fourth Priority Principal Distribution Amount on the Final Scheduled Distribution Date of the Class D Notes shall not be less than the amount that is necessary to reduce the Outstanding Amount of the Class D Notes to zero.

“General Motors Financial Company, Inc.” means General Motors Financial Company, Inc.

“GM Financial” means AmeriCredit Financial Services, Inc. d/b/a GM Financial or another GM Financial brand.

“Indenture” means the Indenture, dated as of July 10, 2024, between the Issuer and Citibank, N.A., as Trust Collateral Agent and Trustee, as the same may be amended and supplemented from time to time.

“Independent Accountants” shall have the meaning set forth in Section 4.11(a).

“Insolvency Event” means, with respect to a specified Person, (a) the filing of a petition against such Person or the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such petition, decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“Insurance Add-On Amount” means the premium charged to the Obligor in the event that the Servicer obtains Force-Placed Insurance pursuant to Section 4.4.

“Insurance Policy” means, with respect to a Receivable, any insurance policy (including the insurance policies described in Section 4.4) benefiting the holder of the Receivable providing loss or physical damage, credit life, credit disability, theft, mechanical breakdown or similar coverage with respect to the Financed Vehicle or the Obligor.

“Interest Period” means, with respect to any Distribution Date, the period from and including the most recent Distribution Date on which interest has been paid (or in the case of the first Distribution Date, from and including the Closing Date) to, but excluding, the following Distribution Date.

“Interest Rate” means, with respect to:

(a) the Class A-1 Notes, 5.498% per annum (computed on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period);

(b) the Class A-2-A Notes, 5.35% per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months);

(c) the Class A-2-B Notes, the greater of (i) SOFR plus 0.36% per annum and (ii) 0.00% (computed on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period);

(d) the Class A-3 Notes, 5.13% per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months);

(e) the Class A-4 Notes, 5.09% per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months);

(f) the Class B Notes, 5.39% per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months);

(g) the Class C Notes, 5.48% per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months); and

(h) the Class D Notes, 0.00% per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months).

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Earnings” means, with respect to any date of determination and Trust Accounts, the investment earnings on amounts on deposit in such Trust Accounts on such date.

“Issuer” means GM Financial Consumer Automobile Receivables Trust 2024-3.

“Issuer Secured Parties” means the Trustee in respect of the Trustee Issuer Secured Obligations.

“Item 1122 Letter Agreement” means the Item 1122 Letter Agreement, dated as of July 10, 2024, between the Servicer and Citibank, N.A., as the same may be amended and supplemented from time to time.

“Lien” means a security interest, lien, charge, pledge, equity, or encumbrance of any kind, other than tax liens, mechanics’ liens and any liens that attach to the respective Receivable by operation of law as a result of any act or omission by the related Obligor.

“Lien Certificate” means, with respect to a Financed Vehicle, an original certificate of title, certificate of lien or other notification issued by the Registrar of Titles of the applicable State to a secured party which indicates that the lien of the secured party on the Financed Vehicle is recorded on the original certificate of title. In any jurisdiction in which the original certificate of title is required to be given to the Obligor, the term “Lien Certificate” shall mean only a certificate or notification issued to a secured party. For Financed Vehicles registered in States which issue confirmation of the lienholder’s interest electronically, the “Lien Certificate” may consist of notification of an electronic recordation, by either a third-party service provider or the relevant

Registrar of Titles of the applicable State, which indicates that the lien of the secured party on the Financed Vehicle is recorded on the original certificate of title on the electronic lien and title system of the applicable State.

“Liquidated Receivable” means, with respect to any Collection Period, a Receivable for which, as of the last day of the Collection Period (i) ninety (90) days have elapsed since the Servicer repossessed the related Financed Vehicle; provided, however, that in no case shall 10% or more of a Scheduled Receivables Payment have become two hundred ten (210) or more days delinquent in the case of a repossessed Financed Vehicle, (ii) the Servicer has determined in good faith that all amounts it expects to recover have been received, (iii) 10% or more of a Scheduled Receivables Payment shall have become one hundred twenty (120) or more days delinquent, except in the case of a repossessed Financed Vehicle, or (iv) that is, without duplication, a Sold Receivable.

“Liquidation Proceeds” means, with respect to a Liquidated Receivable, all amounts realized with respect to such Receivable and, with respect to a Sold Receivable, the related Sale Amount.

“Majority Noteholders” means the Holders of the Notes representing a majority of the Outstanding Amount of the Controlling Class.

“Minimum Sale Price” means (i) with respect to a Receivable (x) that has become sixty (60) to two hundred ten (210) days delinquent or (y) that has become greater than two hundred ten (210) days delinquent and with respect to which the related Financed Vehicle has been repossessed by the Servicer and has not yet been sold at auction, the greater of (A) the product of (1) 55% times (2) the Principal Balance of such Receivable and (B) the product of (1) the three month rolling average recovery rate (expressed as a percentage) for the Servicer in its liquidation of all receivables for which it acts as servicer, either pursuant to this Agreement or otherwise, times (2) the Principal Balance of such Receivable or (ii) with respect to a Receivable (x) with respect to which the related Financed Vehicle has been repossessed by the Servicer and has been sold at auction and the Net Liquidation Proceeds for which have been deposited in the Collection Account, or (y) that has become greater than two hundred ten (210) days delinquent and with respect to which the related Financed Vehicle has not been repossessed by the Servicer despite the Servicer’s diligent efforts, consistent with its servicing obligations, to repossess the Financed Vehicle, $1.

“Monthly Records” means all records and data maintained by the Servicer with respect to the Receivables, including the following with respect to each Receivable: the account number; the originating Dealer; Obligor name; Obligor address; Obligor home phone number; Obligor business phone number; original Principal Balance; original term; Annual Percentage Rate; current Principal Balance; current remaining term; origination date; first payment date; final scheduled payment date; next payment due date; date of most recent payment; new/used classification; collateral description; days currently delinquent; number of contract extensions (months) to date; amount of Scheduled Receivables Payment; and past due late charges.

“Monthly Remittance Condition” means, as of any date, that (i) GM Financial is the Servicer, (ii) GM Financial (or General Motors Financial Company, Inc., for so long as it is an Affiliate of GM Financial) has a short-term unsecured debt rating of at least “P-1” by Xxxxx’x and

at least “A-1” by Standard & Poor’s and (iii) no Servicer Termination Event or Event of Default has occurred and is continuing.

“Moody’s” means Xxxxx’x Investors Service, Inc. or its successor.

“Net Liquidation Proceeds” means, with respect to a Liquidated Receivable, Liquidation Proceeds net of (i) reasonable expenses incurred by the Servicer in connection with the collection of such Receivable and the repossession and disposition of the Financed Vehicle and (ii) amounts that are required to be refunded to the Obligor on such Receivable; provided, however, that the Net Liquidation Proceeds with respect to any Receivable shall in no event be less than zero.

“Note Distribution Account” means the account designated as such, established and maintained pursuant to Section 5.1(a)(ii).

“Note Pool Factor” for each Class of Notes as of the close of business on any date of determination means a seven-digit decimal figure equal to the Outstanding Amount of such Class of Notes divided by the original Outstanding Amount of such Class of Notes.

“Noteholders’ Interest Carryover Amount” means, with respect to any Class of Notes and any date of determination, all or any portion of the Noteholders’ Interest Distributable Amount for such Class of Notes for the immediately preceding Distribution Date which remains unpaid as of such date of determination, plus interest on such unpaid amount, to the extent permitted by law, at the respective Interest Rate borne by the applicable Class of Notes from such immediately preceding Distribution Date to but excluding such date of determination.

“Noteholders’ Interest Distributable Amount” means, with respect to any Distribution Date and Class of Notes, the sum of (i) the Noteholders’ Monthly Interest Distributable Amount for such Distribution Date plus (ii) each Class of Notes and the Noteholders’ Interest Carryover Amount, if any for such Distribution Date and each such Class. Interest on the Class A-1 Notes and the Class A-2-B Notes shall be computed on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period; interest on all other Classes of Notes shall be computed on the basis of a 360-day year consisting of twelve (12) 30-day months.

“Noteholders’ Monthly Interest Distributable Amount” means, with respect to any Distribution Date and any Class of Notes, interest accrued at the respective Interest Rate during the applicable Interest Period on the principal amount of the Notes of such Class Outstanding as of the end of the prior Distribution Date (or, in the case of the first Distribution Date, as of the Closing Date), calculated (x) for the Class A-1 Notes and the Class A-2-B Notes on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period and (y) for all other Classes of Notes on the basis of a 360-day year consisting of twelve (12) 30-day months (without adjustment for the actual number of business days elapsed in the applicable Interest Period), except with respect to the first Interest Period.

“Noteholders’ Principal Distributable Amount” for a Distribution Date will equal the lesser of:

(a) the excess, if any, of the amount of Available Funds on such Distribution Date over the amounts payable on such Distribution Date pursuant to clauses (i) through (xi) of Section 5.7(a); and

(b) the excess, if any, on such Distribution Date of (i) the Pro Forma Note Balance for such Distribution Date over (ii) the Required Pro Forma Note Balance for such Distribution Date.

“Obligor” on a Receivable means the purchaser or co-purchasers of the Financed Vehicle and any other Person who owes payments under the Receivable.

“Officer’s Certificate” means a certificate signed by the chief executive officer, the president, any executive vice president, any senior vice president, any vice president, any assistant vice president, any treasurer, any assistant treasurer, any secretary or any assistant secretary of the Seller or the Servicer, as appropriate.

“Opinion of Counsel” means a written opinion of counsel satisfactory in form and substance to the recipient(s) thereof.

“Original Pool Balance” means the Pool Balance as of the Cutoff Date.

“Originating Affiliate” means an Affiliate of GM Financial that has originated Receivables and assigned its full interest therein to GM Financial.

“Other Conveyed Property” means all property conveyed by the Seller to the Trust pursuant to Section 2.1(b) through (i).

“Owner Trust Estate” has the meaning assigned to such term in the Trust Agreement.

“Owner Trustee” means Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee under the Trust Agreement, its successors in interest or any successor Owner Trustee under the Trust Agreement.

“Person” means any individual, corporation, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

“Physical Property” has the meaning assigned to such term in the definition of “Delivery” above.

“Pool Balance” means, as of any date of determination, the aggregate Principal Balance of the Receivables (excluding Purchased Receivables and Liquidated Receivables) at the end of the preceding calendar month.

“Principal Balance” means, with respect to any Receivable, as of any date, the Amount Financed minus (i) that portion of all amounts received on or prior to such date and allocable to principal in accordance with the terms of the Receivable minus (ii) any Cram Down Loss in respect of such Receivable.

“Pro Forma Note Balance” means, with respect to any Distribution Date, the aggregate remaining principal amount of the Notes Outstanding on such Distribution Date, after giving effect to distributions pursuant to clauses (i) through (x) of Section 5.7(a) hereof.

“Prospectus” means the prospectus, dated July 2, 2024, relating to the offering of the Offered Notes, as filed with the Commission.

“Purchase Agreement” means the Purchase Agreement, dated as of July 10, 2024, between the Seller and GM Financial, pursuant to which the Seller acquires the Receivables, as such agreement may be amended from time to time.

“Purchase Amount” means, with respect to a Purchased Receivable, the Principal Balance and all accrued and unpaid interest on the Receivable, after giving effect to the receipt of any moneys collected (from whatever source) on such Receivable, if any.

“Purchased Receivable” means a Receivable purchased as of the close of business on the last day of a Collection Period by the Servicer pursuant to Sections 4.2, 4.4(c) or 4.7, or repurchased by the Seller or the Servicer pursuant to Section 3.2 or Section 10.1(a).

“Rating Agency” means Moody’s and Standard & Poor’s. If no such organization or successor maintains a rating on the Notes, “Rating Agency” shall be a nationally recognized statistical rating organization or other comparable Person engaged by the Seller, notice of which engagement shall be given to the Trust Collateral Agent, the Owner Trustee and the Servicer.

“Rating Agency Condition” means, with respect to any action, that each Rating Agency shall have been given ten (10) days’ (or such shorter period as shall be acceptable to each Rating Agency) prior notice thereof by GM Financial and such Rating Agency has not notified the Seller, the Servicer, the Owner Trustee and the Trust Collateral Agent (or the Trustee, as applicable) in writing that such action will result in a reduction or withdrawal of the then current rating of any Class of Notes.

“Realized Losses” means, with respect to any Receivable that becomes a Liquidated Receivable, the excess of the Principal Balance of such Liquidated Receivable over Net Liquidation Proceeds to the extent allocable to principal.

“Receivable Files” means the documents specified in Section 3.3.

“Receivables” means the Contracts listed on Schedule A attached hereto (which Schedule may be in an electronic format).

“Record Date” means, with respect to a Distribution Date or a Redemption Date, the close of business on the Business Day immediately preceding such Distribution Date or Redemption Date, unless otherwise specified in the Indenture.

“Registrar of Titles” means, with respect to any State, the governmental agency or body responsible for the registration of, and the issuance of certificates of title relating to, motor vehicles and liens thereon.

“Regulation AB” means Subpart 229.1100- Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission in the adopting releases (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,1,531 (January 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (September 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Requesting Party” shall have the meaning set forth in Section 3.13(a).

“Required Pro Forma Note Balance” means, with respect to any Distribution Date, a dollar amount equal to (x) the Adjusted Pool Balance as of the end of the prior calendar month minus (y) 2.00% of the Adjusted Pool Balance as of the Cutoff Date.

“Required Rate” means (a) 8.25%, with respect to the Cutoff Date and any Distribution Date on or prior to the date on which the Class A-2-B Notes are paid in full, or, (b) 7.75%, with respect to any Distribution Date after the Class A-2-B Notes are paid in full, or, in each case, such other percentage approved by the Rating Agencies.

“Reserve Account” means the account designated as such, established and maintained pursuant to Section 5.1(a)(iii).

“Reserve Account Deposit Amount” means, with respect to any Distribution Date, the lesser of (x) the excess of (i) the Specified Reserve Balance over (ii) the amount on deposit in the Reserve Account on such Distribution Date, after taking into account the amount of any Reserve Account Withdrawal Amount on such Distribution Date and (y) the amount remaining in the Collection Account after taking into account the distributions therefrom described in clauses (i) through (x) of Section 5.7(a).

“Reserve Account Withdrawal Amount” means, with respect to any Distribution Date, the lesser of (x) any shortfall in the amount of Available Funds available to pay the amounts specified in clauses (i) through (x) of Section 5.7(a) (taking into account application of Available Funds to the priority of payments specified in Section 5.7(a) and ignoring any provision hereof which otherwise limits the amounts described in such clauses to the amount of funds available) and (y) the amount on deposit in the Reserve Account on such Distribution Date prior to application of amounts on deposit therein pursuant to Section 5.8.

“Responsible Officer” means, with respect to any Person, any Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, or any other officer of such Person customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Retained Interest” shall have the meaning set forth in Section 12.17(a).

“Sale Amount” means, with respect to any Sold Receivable, the amount received from the related third-party purchaser as payment for such Sold Receivable.

“Sale and Servicing Agreement Collateral” shall have the meaning set forth in Section 2.4.

“Schedule of Receivables” means the schedule of all motor vehicle retail installment sale contracts and promissory notes originally held as part of the Trust which is attached asSchedule A (which Schedule may be in the form of microfiche or a disk).

“Scheduled Receivables Payment” means, with respect to any Collection Period for any Receivable, the amount set forth in such Receivable as required to be paid by the Obligor in such Collection Period. If after the Closing Date, the Obligor’s obligation under a Receivable with respect to a Collection Period has been modified so as to differ from the amount specified in such Receivable as a result of (i) the order of a court in an insolvency proceeding involving the Obligor, (ii) pursuant to the Servicemembers Civil Relief Act or (iii) modifications or extensions of the Receivable permitted by Section 4.2(b), the Scheduled Receivables Payment with respect to such Collection Period shall refer to the Obligor’s payment obligation with respect to such Collection Period as so modified.

“Second Priority Principal Distribution Amount” means, with respect to any Distribution Date, an amount equal to (a) the excess, if any, of (i) the aggregate Outstanding Amount of the Class A Notes and Class B Notes as of such Distribution Date (before giving effect to any principal payments made on the Class A Notes and Class B Notes on such Distribution Date), over (ii) the Adjusted Pool Balance for such Distribution Date minus (b) the First Priority Principal Distribution Amount for such Distribution Date; provided, however, that the Second Priority Principal Distribution Amount on the Final Scheduled Distribution Date of the Class B Notes shall not be less than the amount that is necessary to reduce the Outstanding Amount of the Class B Notes to zero.

“Securities Act” means the Securities Act of 1933, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Seller” means AFS SenSub Corp., a Nevada corporation, and its successors in interest to the extent permitted hereunder.

“Service Contract” means, with respect to a Financed Vehicle, the agreement, if any, financed under the related Receivable that provides for the repair of such Financed Vehicle.

“Servicer” means GM Financial, as the servicer of the Receivables, and each successor servicer pursuant to Section 9.3.

“Servicer Termination Event” means an event specified in Section 9.1.

“Servicer’s Certificate” means an Officer’s Certificate of the Servicer delivered pursuant to Section 4.9, substantially in the form of Exhibit A.

“Servicing Fee” shall have the meaning set forth in Section 4.8.

“Servicing Fee Rate” means 1.00% per annum.

“Servicing Policies and Procedures” means the customary servicing policies and procedures of GM Financial relating to motor vehicle retail installment sales contracts or promissory notes made by GM Financial or an Originating Affiliate or acquired by GM Financial or an Originating Affiliate, as such policies and procedures may be updated from time to time.

“Simple Interest Method” means the method of allocating a fixed level payment on an obligation between principal and interest, pursuant to which the portion of such payment that is allocated to interest is equal to the product of (i) the fixed rate of interest on such obligation times (ii) the period of time (expressed as a fraction of a year, based on the actual number of days in the calendar month and 365 days in the calendar year) elapsed since the preceding payment under the obligation was made.

“SOFR” means, for any Interest Period, the following rate, as determined by the Trust Collateral Agent (subject to the provisions of Section 5.10 herein):

(a)

the compounded average of the secured overnight financing rate over a rolling 30-calendar day period, as such rate is published by the Relevant Governmental Body on the Federal Reserve Bank of New York’s Website under “30-Day Average SOFR” at 3:00 p.m., New York time, on the related SOFR Determination Date; or

(b)

if the rate described in clause (a) of this definition does not appear on the Federal Reserve Bank of New York’s Website on the related SOFR Determination Date (including due to a discontinuance of such rate), the rate determined pursuant to clause (a) of this definition on the first preceding SOFR Determination Date for which such rate was published on the Federal Reserve Bank of New York’s Website under “30-Day Average SOFR”, which rate shall remain in effect until (i) the next succeeding SOFR Determination Date for which the rate described in clause (a) of this definition can be determined as described therein, if any, or (ii) GM Financial adopts an alternative benchmark rate that aligns with the current market practice for other similar asset-backed floating rate notes.

“SOFR Business Day” means a business day determined in accordance with the SOFR publication calendar of the Federal Reserve Bank of New York.

“SOFR Determination Date” means, with respect to an Interest Period, the date that is two (2) SOFR Business Days before the first day of such Interest Period.

“Sold Receivable” means a Receivable that was more than sixty (60) days delinquent and was sold to an unaffiliated third party by the Issuer, at the Servicer’s direction, as of the close of business on the last day of a Collection Period and in accordance with the provisions of Section 4.3(c).

“Specified Reserve Balance” means, with respect to any Distribution Date, an amount equal to 0.25% of the Adjusted Pool Balance as of the Cutoff Date; provided, that the Specified Reserve

Balance will in no event exceed the Outstanding Amount of the Notes on such Distribution Date after giving effect to distributions pursuant to clauses (i) through (x) of Section 5.7(a).

“Standard & Poor’s” means S&P Global Ratings, a division of S&P Global Inc., or its successor.

“State” means any one of the fifty (50) states of the United States of America and/or the District of Columbia.

“Supplemental Servicing Fee” means, with respect to any Collection Period, all administrative fees, expenses and charges paid by or on behalf of Obligors, including late fees, prepayment fees and liquidation fees collected on the Receivables during such Collection Period but excluding any fees or expenses related to extensions.

“Third Priority Principal Distribution Amount” means, with respect to any Distribution Date, an amount equal to (a) the excess, if any, of (i) the aggregate Outstanding Amount of the Class A Notes, Class B Notes and Class C Notes as of such Distribution Date (before giving effect to any principal payments made on the Class A Notes, Class B Notes and Class C Notes on such Distribution Date), over (ii) the Adjusted Pool Balance for such Distribution Date minus (b) the sum of the First Priority Principal Distribution Amount and Second Priority Principal Distribution Amount for such Distribution Date; provided, however, that the Third Priority Principal Distribution Amount on the Final Scheduled Distribution Date of the Class C Notes shall not be less than the amount that is necessary to reduce the Outstanding Amount of the Class C Notes to zero.

“Total Available Funds” shall have the meaning set forth in Section 5.7(a).

“Trust” means the Issuer.

“Trust Account Property” means the Trust Accounts, all amounts and investments held from time to time in any Trust Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), and all proceeds of the foregoing.

“Trust Accounts” shall have the meaning set forth in Section 5.1.

“Trust Agreement” means the Trust Agreement, dated as of June 3, 2024, between the Seller and the Owner Trustee, as amended and restated as of July 10, 2024 as the same may be amended and supplemented from time to time.

“Trust Collateral Agent” means the Person acting as Trust Collateral Agent hereunder, its successors in interest and any successor Trust Collateral Agent hereunder.

“Trust Property” means the property and proceeds conveyed pursuant to Section 2.1, together with certain monies paid after the Cutoff Date, the Collection Account (including all Eligible Investments therein and all proceeds therefrom), the Reserve Account (including all Eligible Investments therein and all proceeds therefrom), the Note Distribution Account (including

all Eligible Investments therein and all proceeds therefrom) and certain other rights under this Agreement.

“Trustee” means the Person acting as Trustee under the Indenture, its successors in interest and any successor trustee under the Indenture.

“UCC” means the Uniform Commercial Code as in effect in the relevant jurisdiction on the date of the Agreement.

“Underwriter” means each of BofA Securities, Inc., X.X. Xxxxxx Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC, Academy Securities, Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp. and SG Americas Securities, LLC.

“Underwriting Agreement” means the Underwriting Agreement, dated as of July 2, 2024, among the Seller, the Servicer and RBC Capital Markets, LLC, on its own behalf and as the representative of the Underwriters.

“Yield Supplement Overcollateralization Amount” means with respect to any calendar month and the related Distribution Date, or with respect to the Cutoff Date, the aggregate amount by which the Principal Balance as of the last day of such calendar month or the Cutoff Date, as applicable, of each of the related Receivables with an Annual Percentage Rate as stated in the related Contract is less than the Required Rate, other than a Liquidated Receivable, exceeds the present value, calculated using a discount rate equal to the Required Rate, of each Scheduled Receivables Payment of each such Receivable assuming such Scheduled Receivables Payment is made on the last day of each month and each month has thirty (30) days.

SECTION 1.2. Other Definitional Provisions.

(a) Capitalized terms used herein and not otherwise defined herein have meanings assigned to them in the Indenture, or, if not defined therein, in the Trust Agreement.

(b) All terms defined in this Agreement shall have the defined meanings when used in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(c) As used in this Agreement, in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such instrument, certificate or other document, and accounting terms partly defined in this Agreement or in any such instrument, certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect on the date of this Agreement or any such instrument, certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such instrument, certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such instrument, certificate or other document shall control.

(d) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of

this Agreement; Section, Schedule and Exhibit references contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall mean “including without limitation.”

(e) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(f) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

ARTICLE II

Conveyance of Receivables

SECTION 2.1. Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Seller on the Closing Date of an amount equal to the book value of the Receivables sold by the Seller, as set forth on the books and records of the Seller, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations set forth herein) and the Issuer hereby purchases, all right, title and interest of the Seller in and to the property listed in clauses (a) – (i) below, whether now owned or existing or hereafter acquired or arising. The foregoing consideration will be paid by the Issuer using net proceeds from the sale of the Notes and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the balance will be deemed a capital contribution from the Seller to the Issuer.

(a) the Receivables and all moneys received thereon after the Cutoff Date;

(b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles;

(c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables;

(d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;

(e) all rights under any Service Contracts on the related Financed Vehicles;

(f) the related Receivable Files;

(g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements,

representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement;

(h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and

(i) all proceeds and investments with respect to items (a) through (h).

SECTION 2.2. [Reserved]

SECTION 2.3. Further Encumbrance of Trust Property.

(a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement).

(b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall be entitled to receive distributions with respect thereto as set forth herein.

(c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the Certificate, remain as covenants of the Issuer for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the Certificateholder.

(d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and the Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

SECTION 2.4. Intention of the Parties.

The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar

law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):

(a) the Receivables and all moneys received thereon after the Cutoff Date;

(b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles;

(d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;

(e) all rights under any Service Contracts on the related Financed Vehicles;

(f) the related Receivable Files;

(g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement;

(i) all proceeds and investments with respect to items (a) through (h).

ARTICLE III

The Receivables

SECTION 3.1. Representations and Warranties of Seller.

(a) The Seller hereby represents and warrants that each of the representations and warranties regarding the Receivables that are set forth in Schedule B-1 is true and correct and that the Issuer is deemed to have relied on such representations and warranties in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture and shall not be waived.

(b) The Seller hereby represents and warrants that each of the representations and warranties regarding the pool of Receivables that are set forth in Schedule B-2 is true and correct and that the Issuer is deemed to have relied on such representations and warranties in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture and shall not be waived.

(c) The Seller hereby represents and warrants that each of the following representations and warranties is true and correct and that the Issuer is deemed to have relied on such representations and warranties in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture and shall not be waived:

(i) to the best of the Seller’s knowledge, each Receivable (a) that was originated by GM Financial was sold by GM Financial to the Seller without any fraud or misrepresentation on the part of GM Financial and (b) that was originated by a Dealer was sold by the Dealer to GM Financial and by GM Financial to the Seller without any fraud or misrepresentation on the part of such Dealer or GM Financial, respectively;

(ii) no Receivable was originated in, or is subject to the laws of, any jurisdiction the laws of which would make unlawful, void or voidable the sale, transfer and assignment of such Receivable under this Agreement or pursuant to transfers of the Notes;

(iii) the Seller has not done anything to convey any right to any Person that would result in such Person having a right to payments due under the Receivables or otherwise to impair the rights of the Trust, the Trustee, the Trust Collateral Agent and the Noteholders in any Receivable or the proceeds thereof. Other than the security interest granted to the Trust pursuant to this Agreement and except any other security interests that have been fully released and discharged as of the Closing Date, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Trust hereunder or that has been terminated. The Seller is not aware of any judgment, ERISA or tax lien filings against it; and

(iv) no funds have been advanced by the Seller or anyone acting on behalf of GM Financial in order to cause any Receivable to qualify under the representation and warranty set forth as paragraph 20(E) of Schedule B-1.

SECTION 3.2. Repurchase upon Breach.

(a) The Seller, the Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform, and any Noteholder may inform, the other parties

to this Agreement (or, in the case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing 5% or more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, by notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.1(a), the Trust Collateral Agent shall inform the other parties to this Agreement in the manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second (or, if the Seller so elects, the first) month following the discovery by the Seller or receipt by the Seller of notice of such breach, unless such breach is cured by such date, the Seller shall have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such date. The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration of and simultaneously with the repurchase of the Receivable, the Seller shall remit, or cause GM Financial to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.6(a) and the Issuer shall execute such assignments and other documents reasonably requested by such Person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to a breach of representations and warranties pursuant to Section 3.1(a) and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligation of GM Financial to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. None of the Owner Trustee, the Trust Collateral Agent or the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section.

In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders 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.

(b) Pursuant to Section 2.1 of this Agreement, the Seller conveyed to the Trust all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Seller’s rights under the Purchase Agreement and the delivery requirements, representations and warranties and the cure or repurchase obligations of GM Financial thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of GM Financial under the Purchase Agreement. Any purchase by GM Financial pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to this Section 3.2 and the definition of Purchased Receivable.

SECTION 3.3. Custody of Receivable Files.

(a) In connection with the sale, transfer and assignment of the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement and simultaneously with the execution and delivery of this Agreement, the Trust Collateral Agent hereby revocably appoints the Custodian, and the Custodian hereby accepts such appointment, to act as the agent of the Trust Collateral Agent as custodian of the following documents or instruments in its possession or control (the “Receivable Files”) which shall be delivered to the Custodian as agent of the Trust Collateral Agent on or before the Closing Date (with respect to each Receivable):

(i) The fully executed original (or with respect to “electronic chattel paper”, the authoritative copy) of the Contract; and

(ii) The Lien Certificate (when received), and otherwise such documents, if any, that GM Financial keeps on file in accordance with its customary procedures indicating that the Financed Vehicle is owned by the Obligor and subject to the interest of GM Financial or an Originating Affiliate (which may be accomplished by the use of a properly registered “doing business as” (“DBA”) name in the applicable jurisdiction) as first lienholder or secured party (including any Lien Certificate received by GM Financial), or, if such Lien Certificate has not yet been received, a copy of the application therefor or other documentation (which may include a dealer guaranty) that indicates that GM Financial has commenced procedures that will result in such Lien Certificate showing GM Financial or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as secured party.

The Receivable Files are constructively delivered to the Trust Collateral Agent, as pledgee of the Issuer pursuant to the Indenture, and the Custodian hereby, as of the Closing Date, acknowledges receipt of the Receivable File for each Receivable listed in Schedule A hereto. No initial review or any periodic review of the Receivable Files by the Issuer, the Owner Trustee, the Trustee or the Trust Collateral Agent is required.

(b) If the Trust Collateral Agent, or its agent, as the case may be, is acting as the Custodian pursuant to Section 3.12, the Trust Collateral Agent, or its agent, as the case may be, shall be deemed to have assumed the obligations of the Custodian (except for any liabilities incurred by the predecessor Custodian) specified in this Agreement until such time as a successor Custodian has been appointed. Upon payment in full of any Receivable, the Servicer will notify the Custodian pursuant to a certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received in connection with such payments which are required to be deposited in the Collection Account pursuant to Section 4.1 have been so deposited) and shall request delivery of the Receivable and Receivable File to the Servicer; provided, that, no such certificate will be required to be delivered for so long as GM Financial is the Servicer. Upon the sale of any Receivable pursuant to Section 4.3(c), the Servicer (if GM Financial is not the Servicer) will notify the Custodian pursuant to a certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received in connection with such sale which are required to be deposited in the Collection Account pursuant to Section 4.3(c) have been so deposited) and shall request delivery of the Receivable and Receivable File to the purchaser of such Receivable. From time to time as appropriate for servicing and enforcing any

Receivable, the Custodian shall, upon written request of an officer of the Servicer and delivery to the Custodian of a receipt signed by such officer, cause the original Receivable and the related Receivable File to be released to the Servicer; provided, that, no such written request shall be required for so long as GM Financial is the Servicer. The Servicer’s receipt of a Receivable and/or Receivable File shall obligate the Servicer to return the original Receivable and the related Receivable File to the Custodian when its need by the Servicer has ceased unless the Receivable is repurchased as described in Section 3.2, 4.2, 4.4(c) or 4.7.

(c) The authoritative copy of each Contract that constitutes or evidences a Receivable which is “electronic chattel paper” (within the meaning of the UCC) will be maintained by an Electronic Chattel Paper Sub-Custodian on behalf of the Custodian for the benefit of the Trust Collateral Agent. The Custodian will confirm that the authoritative copy of each Contract that constitutes or evidences a Receivable which is “electronic chattel paper” does not have any marks or notations indicating it has been pledged, assigned or otherwise conveyed to any Person other than the Trust Collateral Agent. The Custodian will confirm that each Contract which is “electronic chattel paper” has been established in a manner such that (i) all copies or revisions that add or change an identified assignee of the authoritative copy of each such Contract must be made with the participation of the Custodian on behalf of the Trust Collateral Agent and (ii) all revisions of the authoritative copy of each such Contract must be readily identifiable as an authorized or unauthorized revision.

(d) The Servicer hereby agrees that upon any appointment of a successor Servicer hereunder it shall take all necessary action to transfer all of its control of any Receivables consisting of electronic chattel paper to the applicable successor Servicer (including the transfer of such electronic chattel paper to a separate electronic vault at each Electronic Chattel Paper Sub-Custodian controlled by such successor Servicer or to a separate electronic vault at such successor Servicer or export of the electronic chattel paper from the applicable electronic vault and delivery of physical copies of exported Contracts to the successor Servicer).

(e) In its capacity as Custodian, the Servicer confirms that it is acting solely as agent of the Trust Collateral Agent with respect to the Receivables which are electronic chattel paper.

SECTION 3.4. Maintenance and Safekeeping of the Receivable Files. The Custodian will accurately maintain and keep current the Receivable Files, including any computer systems on which the Receivable Files are electronically stored, all in a manner that will permit the Servicer and the Issuer to comply with this Agreement and the Trust Collateral Agent to comply with the Indenture; provided, however, the Custodian may convert a Receivable that is “tangible chattel paper” to “electronic chattel paper” and may convert a Receivable that is “electronic chattel paper” to “tangible chattel paper”. The Custodian will act with reasonable care, using that degree of skill and attention that the Custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for itself or others. The Custodian shall promptly report to the Trust Collateral Agent in writing any failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure.

SECTION 3.5. Location of Receivable Files. The Custodian will maintain the Receivable Files in the United States in such a manner as to permit retrieval thereof and access thereto in the manner contemplated by this Agreement. The Custodian’s records will at all times indicate that it is holding the Receivable Files on behalf of the Trust, separate from any other instruments and files that it holds.

SECTION 3.6. Access to Records. The Custodian shall, subject only to the Custodian’s security requirements applicable to its own employees and agents having access to similar records held by the Custodian, which requirements shall be consistent with the practices it exercises with respect to similar files and records relating to comparable automotive or other receivables that it holds for itself or others, and at such times as may be reasonably imposed by the Custodian, permit only the Noteholders and the Trust Collateral Agent or their duly authorized representatives, attorneys or auditors to inspect, at the Servicer’s expense, the Receivable Files and the related accounts, records, and computer systems maintained by the Custodian pursuant hereto at such times as the Noteholders or the Trust Collateral Agent may reasonably request.

SECTION 3.7. Advice of Counsel. The Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as Custodian and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable federal or State law.

SECTION 3.8. Administration; Reports. The Custodian shall, in general, attend to all non-discretionary details in connection with maintaining custody of the Receivable Files on behalf of the Trust Collateral Agent. In addition, the Custodian shall assist the Trust Collateral Agent generally in the preparation of any routine reports to Noteholders or to regulatory bodies, to the extent necessitated by the Custodian’s custody of the Receivable Files.

SECTION 3.9. Instructions; Authority to Act. The Custodian shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by a Responsible Officer of the Trust Collateral Agent. Such instructions may be general or specific in terms. A copy of any such instructions shall be furnished by the Trust Collateral Agent to the Trustee (if they are separate entities) and the Issuer.

SECTION 3.10. Custodian Fee. For its services under this Agreement, the Custodian shall be entitled to reasonable compensation to be paid by the Servicer.

SECTION 3.11. Indemnification by the Custodian. The Custodian agrees to indemnify the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee for any and all liabilities, obligations, losses, damage, payments, costs or expenses of any kind whatsoever (including the fees and expenses of counsel, which shall include any reasonable fees and expenses of counsel incurred by any indemnified party to enforce such indemnification obligation) that may be imposed on, incurred or asserted against the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee and their respective officers, directors, employees, agents, attorneys and successors and assigns as the result of any act or omission in any way relating to the maintenance and custody by the Custodian of the Receivable Files; provided, however, that the Custodian shall not be liable for any portion of any such liabilities, obligations, losses, damages, payments or costs or expenses due to the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s or the officers’,

directors’, employees’ and agents’ thereof own willful misfeasance, bad faith or gross negligence. In no event shall the Custodian be liable to any third party for acts or omissions of the Custodian.

SECTION 3.12. Effective Period and Termination of Custodian. GM Financial’s appointment as Custodian is effective as of the Cutoff Date and will continue until terminated pursuant to this Section 3.12. So long as GM Financial is serving as Custodian, any termination of GM Financial as Servicer hereunder shall terminate GM Financial as Custodian. As soon as practicable after termination of its appointment as Custodian, the Custodian shall deliver, at the Custodian’s expense, the Receivable Files to the Trust Collateral Agent on behalf of the Noteholders at such place or places as the Trust Collateral Agent may designate, and the Trust Collateral Agent, or its agent, as the case may be, shall act as Custodian for such Receivable Files on behalf of the Noteholders until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises.

SECTION 3.13. Dispute Resolution.

(a) If the Servicer, the Trust, the Owner Trustee, the Trustee, the Trust Collateral Agent, a Noteholder or the Trust Collateral Agent on behalf of certain Noteholders in accordance with the following sentence (the “Requesting Party”) requests that the Seller and/or GM Financial repurchase a Receivable due to an alleged breach of a representation and warranty in Section 5.1 of the Purchase Agreement or in Section 3.2(a) hereof (each, a “Repurchase Request”), and the Repurchase Request has not been resolved within one hundred eighty (180) days of the receipt of notice of the Repurchase Request by the Seller or GM Financial, as the case may be (which resolution may take the form of a repurchase of the related Receivable by the Seller or GM Financial, as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a cure of the condition that led to the related breach in the manner set forth herein or in the Purchase Agreement, as applicable), the Requesting Party may refer the matter, in its sole discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration. Noteholders representing 5% or more of the Outstanding Amount of the Controlling Class may direct the Trust Collateral Agent, by notice in writing, in relation to any matter described in the preceding sentence, to initiate either mediation (including non-binding arbitration) or binding third-party arbitration, as directed by such Noteholders, on behalf of such Noteholders. The Requesting Party must start the mediation or arbitration proceeding according to the ADR Rules of the ADR Organization within ninety (90) days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day period ended. The Seller and GM Financial agree to participate in the dispute resolution method selected by the Requesting Party.

(b) If the Requesting Party selects mediation for dispute resolution:

(i) The mediation will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in this Section 3.13(b), the procedures in this Section 3.13(b) will control.

(ii) A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

(iii) The mediation will start within fifteen (15) Business Days after the selection of the mediator and conclude within thirty (30) days after the start of the mediation.

(iv) Expenses of the mediation will be allocated to the parties as mutually agreed by them as part of the mediation.

(v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 3.13.

(i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.13(c), the procedures in this Section 3.13(c) will control.

(ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

(iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with thirty (30) days of selection of the arbitrator and will be limited for each party to two (2) witness depositions not to exceed five (5) hours, two (2) interrogatories, one (1) document request and one (1) request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten (10) pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than sixty (60) days after selection of the arbitrator and will proceed for no more than six (6) consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays.

(iv) The arbitrator will make its final determination no later than ninety (90) days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the Basic Documents, and may not modify or change this Agreement or the Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction.

(v) By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury.

(vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.

(d) For each mediation or arbitration:

(i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or GM Financial. Any party or witness may participate by teleconference or video conference.

(ii) The Seller, GM Financial and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.

(iii) Neither the Seller nor GM Financial will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.13), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

ARTICLE IV

Administration and Servicing of Receivables

SECTION 4.1. Duties of the Servicer. The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, and performing the other duties specified herein.

The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices.

The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands,

claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

SECTION 4.2. Collection of Receivable Payments; Modifications of Receivables.

(a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable automobile receivables that it services for itself or others and otherwise act with respect to the Receivables, the Dealer Agreements, the Dealer Assignments, the Insurance Policies and the Other Conveyed Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto, including directing the Issuer to sell the Receivables pursuant to Section 4.3(c). The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Receivable.

(b) The Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Servicing Policies and Procedures; provided, however, that if the Servicer (i) extends a Receivable beyond the Collection Period immediately preceding the latest Final Scheduled Distribution Date, or (ii) reduces the Amount Financed or APR with respect to any Receivable, it will repurchase such Receivable in the manner provided in Section 3.2 if such change in the Receivable would materially and adversely affect the interests of the Noteholders, unless the Servicer is required to take such action by law (including, without limitation, by the Servicemembers Civil Relief Act) or court order.

(c) Subject to the proviso of the first sentence in Section 4.2(b), the Servicer or its Affiliates may engage in any marketing practice or promotion of any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower timing of the payment of the Receivables.

(d) The Servicer shall remit all payments by or on behalf of the Obligors received directly by the Servicer to the Collection Account as soon as practicable, but in no event later than the second Business Day after receipt thereof; provided, however, that if the Monthly Remittance Condition is satisfied, then the Servicer shall not be required to deposit into the Collection Account

all payments by or on behalf of the Obligors received directly by the Servicer until noon, New York City time, on the Business Day prior to the Distribution Date immediately following receipt thereof. For purposes of the preceding sentence, “receipt” of a payment shall mean the initial deposit thereof in the Servicer’s bank account.

(e) [Reserved]

(f) GM Financial shall not cause or permit the substitution of the Financed Vehicle relating to a Receivable unless: (i) the substitution is a replacement of the Financed Vehicle originally financed under the related Receivable; (ii) the Financed Vehicle originally financed under the related Receivable was either (x) insured under an Insurance Policy as required under Section 4.4(a) at the time of a casualty loss that is treated as a total loss under such Insurance Policy, (y) deemed to be a “lemon” pursuant to applicable State law and repurchased by the related Dealer or (z) the subject of an order by a court of competent jurisdiction directing GM Financial to substitute another vehicle under the related Receivable; (iii) the related Receivable is not more than thirty (30) days delinquent; (iv) the Obligor is deemed to be in “good standing” by the Servicer and is not in breach of any requirement under the related Receivable; (v) the replacement Financed Vehicle has a book value (N.A.D.A.) at least equal to the book value (N.A.D.A.) of the Financed Vehicle that is being replaced, measured immediately before the casualty loss or replacement by the Dealer and (vi) as of the date of such substitution, the replacement Financed Vehicle’s mileage is no greater than the mileage on the Financed Vehicle that is being replaced; provided, however, that if the substitution is made pursuant to clause (ii)(z), above, clauses (iii) through (vi) inclusive, shall not be applicable. GM Financial shall not cause or permit the substitution of Financed Vehicles relating to Receivables having an original aggregate Principal Balance greater than 2% of the Original Pool Balance, (the “Substitution Limit”). In the event that the Substitution Limit is exceeded for any reason, (i) GM Financial shall, on or before the next following Accounting Date, repurchase a sufficient number of such Receivables to cause the aggregate original Principal Balances of such Receivables to be less than the Substitution Limit or (ii) if GM Financial is not the Servicer and the Servicer has caused substitutions to be made hereunder pursuant to the circumstances described in clause (ii)(x), above, the Servicer shall, on or before the next following Accounting Date, repurchase a sufficient number of such Receivables to cause the aggregate original Principal Balances of such Receivables to be less than the Substitution Limit.

SECTION 4.3. Realization upon Receivables.

(a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c), and consistent with the standards, policies and procedures required by this Agreement, the Servicer shall use its best efforts to repossess (or otherwise comparably convert the ownership of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer has determined that payments thereunder are not likely to be resumed, as soon as is practicable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance or if it instead elects to direct the Issuer to sell the Receivables pursuant to Section 4.3(c). The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private

sale, the submission of claims under an Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable. The foregoing is subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it expects in its sole discretion, that such repair and/or repossession shall increase the proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof (or, if the Monthly Remittance Condition is satisfied, by no later than noon, New York City time, on the Business Day prior to the Distribution Date immediately following receipt thereof). The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of such Financed Vehicle, any deficiency obtained from the Obligor or any amounts received from the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(d)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable.

(b) If the Servicer, or if GM Financial is no longer the Servicer, GM Financial at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to GM Financial at the request of the Servicer, of the rights under such Dealer Agreement or Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or GM Financial, as appropriate, may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee and/or the Trust Collateral Agent, at GM Financial’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(d).

(c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third-party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than sixty (60) days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than sixty (60) days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third-party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in

selecting Receivables to be sold to third-party purchasers which is materially adverse to the interest of the Noteholders. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

SECTION 4.4. Insurance.

(a) The Servicer shall require, in accordance with the Servicing Policies and Procedures, that each Financed Vehicle be insured by the related Obligor under the Insurance Policies referred to in paragraph 18 of Schedule B-1 hereto. Each Receivable requires the Obligor to maintain such physical loss and damage insurance, naming GM Financial or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) and its successors and assigns as additional insureds, and certain Receivables permit the holder of such Receivable to obtain physical loss and damage insurance at the expense of the Obligor if the Obligor fails to maintain such insurance. If the Servicer shall determine that an Obligor has failed to obtain or maintain a physical loss and damage Insurance Policy covering the related Financed Vehicle which satisfies the conditions set forth in such paragraph 18 (including, without limitation, during the repossession of such Financed Vehicle) the Servicer may enforce the rights of the holder of the Receivable under the Receivable to require the Obligor to obtain such physical loss and damage insurance in accordance with the Servicing Policies and Procedures. The Servicer may maintain a vendor’s single interest or other collateral protection insurance policy with respect to all Financed Vehicles (“Collateral Insurance”) which policy shall by its terms insure against physical loss and damage in the event any Obligor fails to maintain physical loss and damage insurance with respect to the related Financed Vehicle. The Servicer shall cause itself or an Originating Affiliate, and may cause the Trust Collateral Agent (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), to be named as named insured under all policies of Collateral Insurance. Costs incurred by the Servicer in maintaining such Collateral Insurance shall be paid by the Servicer.

(b) The Servicer may, if an Obligor fails to obtain or maintain a physical loss and damage Insurance Policy, obtain insurance with respect to the related Financed Vehicle and advance on behalf of such Obligor, as required under the terms of the Insurance Policy, the premiums for such insurance (such insurance being referred to herein as “Force-Placed Insurance”). All policies of Force-Placed Insurance shall be endorsed with clauses providing for loss payable to the Servicer. Any cost incurred by the Servicer in maintaining such Force-Placed Insurance shall only be recoverable out of premiums paid by the Obligors or Net Liquidation Proceeds with respect to the Receivable, as provided in Section 4.4(c).

(c) In connection with any Force-Placed Insurance obtained hereunder, the Servicer may, in the manner and to the extent permitted by applicable law, require the Obligors to repay the entire premium to the Servicer. In no event shall the Servicer include the amount of the premium in the Amount Financed under the Receivable. For all purposes of this Agreement, the Insurance Add-On Amount with respect to any Receivable having Force-Placed Insurance will be

treated as a separate obligation of the Obligor and will not be added to the Principal Balance of such Receivable, and amounts allocable thereto will not be available for distribution on the Notes and the Certificate. The Servicer shall retain and separately administer the right to receive payments from Obligors with respect to Insurance Add-On Amounts or rebates of Forced-Placed Insurance premiums. If an Obligor makes a payment with respect to a Receivable having Force-Placed Insurance, but the Servicer is unable to determine whether the payment is allocable to the Receivable or to the Insurance Add-On Amount, the payment shall be applied first to any unpaid Scheduled Receivables Payments and then to the Insurance Add-On Amount. Net Liquidation Proceeds on any Receivable will be used first to pay the Principal Balance and accrued interest on such Receivable and then to pay the related Insurance Add-On Amount. If an Obligor under a Receivable with respect to which the Servicer has placed Force-Placed Insurance fails to make scheduled payments of such Insurance Add-On Amount as due, and the Servicer has determined that eventual payment of the Insurance Add-On Amount is unlikely, the Servicer may, but shall not be required to, purchase such Receivable from the Trust for the Purchase Amount on any subsequent Determination Date. Any such Receivable, and any Receivable with respect to which the Servicer has placed Force-Placed Insurance which has been paid in full (excluding any Insurance Add-On Amounts) will be assigned to the Servicer.

(d) The Servicer may sue to enforce or collect upon the Insurance Policies, in its own name, if possible, or as agent of the Trust. If the Servicer elects to commence a legal proceeding to enforce an Insurance Policy, the act of commencement shall be deemed to be an automatic assignment of the rights of the Trust under such Insurance Policy to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce an Insurance Policy on the grounds that it is not a real party in interest or a holder entitled to enforce the Insurance Policy, the Issuer and/or the Trust Collateral Agent, at the Servicer’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems necessary to enforce such Insurance Policy, including bringing suit in its name or the name of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders.

SECTION 4.5. Maintenance of Security Interests in Vehicles.

(a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps on behalf of the Trust as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle, including, but not limited to, obtaining the execution by the Obligors and the recording, registering, filing, re-recording, re-filing, and re-registering of all security agreements, financing statements and continuation statements as are necessary to maintain the security interest granted by the Obligors under the respective Receivables. The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the State in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of GM Financial or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust.

(b) Upon the occurrence of a Servicer Termination Event, the Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent.

GM Financial hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. GM Financial hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by GM Financial pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which GM Financial has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of GM Financial (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), and the Trust Collateral Agent hereby accepts such appointment.

SECTION 4.6. Covenants of Servicer. By its execution and delivery of this Agreement, the Servicer makes the following covenants on which the Trust Collateral Agent relies in accepting the Receivables and on which the Trustee relies in authenticating the Notes.

(a) The Servicer covenants as follows:

(i) Liens in Force. The Financed Vehicle securing each Receivable shall not be released in whole or in part from the security interest granted by the Receivable, except upon payment in full of the Receivable or as otherwise contemplated herein;

(ii) No Impairment. The Servicer shall do nothing to impair the rights of the Trust or the Noteholders in the Receivables, the Dealer Agreements, the Dealer Assignments, the Insurance Policies or the Other Conveyed Property except as otherwise expressly provided herein;

(iii) No Amendments. The Servicer shall not extend or otherwise amend the terms of any Receivable, except in accordance with Section 4.2; and

(iv) Restrictions on Liens. The Servicer shall not (A) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any Lien or restriction on transferability of the Receivables except for the Lien in favor of the Trust Collateral Agent for the benefit of the Noteholders and the restrictions on transferability imposed by this Agreement or (B) sign or file under the UCC of any jurisdiction any financing statement which names GM Financial or the Servicer as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables, except in each case any such instrument solely securing the rights and preserving the Lien of the Trust Collateral Agent, for the benefit of the Noteholders.

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 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 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.

SECTION 4.8. Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”) pursuant to Section 5.7. The Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to the Noteholders and all other fees and expenses of the Owner Trustee, the Trust Collateral Agent or the Trustee; provided, however, the Servicer shall not be required to pay taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification unless such taxes and claims are expressly stated to be for the account of GM Financial). The Servicer shall be liable for the fees and expenses of the Owner Trustee, the Trust Collateral Agent, the Trustee, the Custodian and the Independent Accountants. Notwithstanding the foregoing, if the Servicer shall not be GM Financial, a successor to GM Financial as Servicer permitted by Section 9.3 shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

SECTION 4.9. Servicer’s Certificate and Asset-Level Information.

(a) Servicer’s Certificate. No later than noon Eastern time on each Determination Date, the Servicer shall deliver (electronic delivery being acceptable) to the Trustee, the Owner Trustee and the Trust Collateral Agent the monthly Servicer’s Certificate. The Servicer will also deliver the Servicer’s Certificate to each Rating Agency on the same date the Servicer’s Certificate is publicly available (provided that if the Servicer’s Certificate is not made publicly available, the Servicer will deliver it to each Rating Agency no later than the twenty-fifth (25th)of each month (or if not a Business Day, the next succeeding Business Day)). Each Servicer’s Certificate will be executed by a Responsible Officer of the Servicer and contain among other things: (i) all information necessary to enable the Trust Collateral Agent to make the distributions required by Sections 5.7(a) and 5.7(b), (ii) the aggregate Principal Balances of all Purchased Receivables and Sold Receivables purchased by the Servicer or sold by the Issuer as of the related Accounting Date, identifying the number of Receivables so purchased by the Servicer or sold by the Issuer, (iii) all information necessary to enable the Trust Collateral Agent to make such statements available to Noteholders as required by Section 5.9 and (iv) solely in the case of the first monthly Servicer’s Certificate, the disclosure required by Rule 4(c)(1)(ii) of Regulation RR, 17 C.F.R. § 246.1, et seq. (the “Credit Risk Retention Rules”).

(b) Asset-Level Information. On or before the fifteenth (15th) day following each Distribution Date, the Servicer will prepare a Form ABS-EE, including an asset data file and asset-related document containing the asset-level information for each Receivable for the prior Collection Period as required by Item 1A of Form 10-D.

SECTION 4.10. Annual Statement as to Compliance, Notice of Servicer Termination Event.

(a) To the extent required by Section 1123 of Regulation AB, the Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent and each Rating Agency, on or before March 31 (or ninety (90) days after the end of the Issuer’s fiscal year, if other than December 31) of each year (regardless of whether the Seller has ceased filing reports under the Exchange Act), beginning on March 31, 2025, an Officer’s Certificate signed by any Responsible Officer of the Servicer, dated as of December 31 of the previous calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such other period as shall have elapsed from the Closing Date to the date of the first such certificate) and of its performance under this Agreement has been made under such officer’s supervision, and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled in all material respects all its obligations under this Agreement throughout such period, or, if there has been a failure to fulfill any such obligation in any material respect, identifying each such failure known to such officer and the nature and status of such failure.

(b) The Seller or the Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Servicer or the Seller (as applicable) and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than two (2) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Termination Event under any clause of Section 9.1.

(c) The Servicer will deliver to the Issuer, on or before March 31 of each year, beginning on March 31, 2025, a report regarding the Servicer’s assessment of compliance with certain minimum servicing criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

(d) To the extent required by Regulation AB, the Servicer will cause any affiliated servicer or any other party deemed to be participating in the servicing function pursuant to Item 1122 of Regulation AB to provide to the Issuer, on or before March 31 of each year, beginning on March 31, 2025, a report regarding such party’s assessment of compliance with certain minimum servicing criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

(e) Citibank, N.A. acknowledges, in its capacity as Trust Collateral Agent under this Agreement and in its capacity as Trustee under the Basic Documents, that to the extent it is deemed to be participating in the servicing function pursuant to Item 1122 of Regulation AB, it will take any such action as outlined in the Item 1122 Letter Agreement to ensure compliance with the requirements of Section 4.10(d) and Section 4.11(b) hereof and with Item 1122 of Regulation AB. Such required documentation will be delivered to the Servicer by March 15 of each calendar year.

SECTION 4.11. Annual Independent Public Accountants’ Reports.

(a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates, to deliver to the Trustee, the Owner Trustee and the Trust Collateral Agent, on or before March 31 (or ninety (90) days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2025, a report, dated as of December 31 of the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 4.10(c), including disclosure of any material instance of non-compliance, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

(b) Each party required to deliver an assessment of compliance described in Section 4.10(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent and the Servicer, on or before March 31 (or ninety (90) days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2025, a report, dated as of December 31 of the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 4.10(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

(c) The Servicer shall cause a firm of Independent Accountants, who may also render other services to the Servicer or to the Seller, (1) to deliver to the Trustee, the Owner Trustee and the Trust Collateral Agent, on or before April 30 (or one hundred twenty (120) days after the end

of the Servicer’s fiscal year, if other than December 31) of each year, beginning on April 30, 2025, with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a copy of the Form 10-K filed with the Commission for General Motors Financial Company, Inc., which filing includes a statement that such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; provided, however, that to the extent that the Servicer or an Affiliate of the Servicer makes such information publicly available, the requirement under this Section 4.11(c) shall be deemed satisfied, and (2) upon request of the Trustee, the Owner Trustee or the Trust Collateral Agent, to issue an acknowledgement to the effect that such firm has audited the books and records of General Motors Financial Company, Inc., in which the Servicer is included as a consolidated subsidiary, and issued its report pursuant to item (1) of this Section and that the accounting firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants

SECTION 4.12. Access to Certain Documentation and Information Regarding Receivables. The Servicer shall provide to representatives of the Trustee, the Owner Trustee and the Trust Collateral Agent reasonable access to the documentation regarding the Receivables. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours. Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.

ARTICLE V

Trust Accounts; Distributions; Statements to Noteholders

SECTION 5.1. Establishment of Trust Accounts.

(a) (i) The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Collection Account shall initially be established with the Trust Collateral Agent.

(ii) The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders. The Note Distribution Account shall initially be established with the Trust Collateral Agent.

(iii) The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust

Collateral Agent on behalf of the Noteholders. The Reserve Account shall initially be established with the Trust Collateral Agent.

(b) Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account (collectively, the “Trust Accounts”) shall be invested by the Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). Absent receipt of such written investment direction from the Servicer, funds on deposit in the Trust Accounts shall be held uninvested. All such Eligible Investments shall be held by or on behalf of the Trust Collateral Agent for the benefit of the Noteholders. Other than as permitted by the Rating Agencies, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date. All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall invest the funds therein as directed in writing by the Servicer in Eligible Investments. The Servicer acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each such investment or the Trust Collateral Agent’s receipt of a broker confirmation. The Servicer agrees that such notifications will not be provided by the Trust Collateral Agent hereunder, and the Trust Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available if no activity has occurred in the relevant Trust Account during such period.

(c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to the related Trust Account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect.

(d) The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as Trust Collateral Agent or as Trustee, in accordance with their terms.

(e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Issuer and the Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or received from

the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in accordance with the instructions outlined in the most recent investment direction letter between the Servicer and the Trust Collateral Agent.

(f) (i) The Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof for the benefit of the Noteholders and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Trust Collateral Agent for the benefit of the Noteholders. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Trust Collateral Agent (or the Servicer on its behalf) shall within five (5) Business Days (or such longer period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.

(ii) With respect to the Trust Account Property, the Trust Collateral Agent agrees that:

(A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto;

(B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a securities intermediary (as such term is defined in Section 8-102(14) of the UCC) acting solely for the Trust Collateral Agent;

(C) the “securities intermediary’s jurisdiction” for purposes of Section 8-110 of the UCC shall be the State of New York;

(D) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph;

(E) any Trust Account Property that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (D) above shall be delivered to the Trust Collateral Agent in accordance with

paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Trust Collateral Agent’s (or its nominee’s) ownership of such security; and

(F) any cash that is Trust Account Property shall be considered a “financial asset” under Article 8 of the UCC.

(g) The Servicer shall have the power to instruct the Trust Collateral Agent to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer and the Trust Collateral Agent to carry out their respective duties hereunder.

SECTION 5.2. [Reserved]

SECTION 5.3. Certain Reimbursements to the Servicer. The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.7(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Trust Collateral Agent. The Servicer will additionally be entitled to receive from amounts on deposit in the Collection Account with respect to a Collection Period any amounts paid by Obligors that do not relate to (i) principal and interest payments due on the Receivables and (ii) any fees or expenses related to extensions due on the Receivables.

SECTION 5.4. Application of Collections. All collections for the Collection Period shall be applied by the Servicer as follows:

(a) With respect to each Receivable (other than a Purchased Receivable or a Sold Receivable), payments by or on behalf of the Obligor, (other than Supplemental Servicing Fees with respect to such Receivable, to the extent collected) shall be applied to interest and principal in accordance with the Simple Interest Method.

(b) All amounts collected that are payable to the Servicer as Supplemental Servicing Fees hereunder shall be deposited in the Collection Account and paid to the Servicer in accordance with Section 5.7(a).

SECTION 5.5. [Reserved]

SECTION 5.6. Additional Deposits.

(a) The Servicer and the Seller, as applicable, shall deposit or cause to be deposited in the Collection Account on the Determination Date on which such obligations are due the aggregate Purchase Amount with respect to Purchased Receivables and the aggregate Sale Amounts with respect to Sold Receivables.

(b) The proceeds of any purchase or sale of the assets of the Trust described in Section 10.1 shall be deposited in the Collection Account.

SECTION 5.7. Distributions.

(a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefor, and in the following order of priority:

(i) to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, to pay to GM Financial any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables;

(ii) on a pro rata basis, to each of the Trustee, the Trust Collateral Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee, (y) $100,000 in the aggregate in any calendar year to the Trust Collateral Agent and the Trustee and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer);

(iii) to the Note Distribution Account for distribution to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date;

(iv) to the Note Distribution Account, for distribution as provided in paragraph (b) below, the First Priority Principal Distribution Amount;

(v) to the Note Distribution Account for distribution to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date;

(vi) to the Note Distribution Account, for distribution as provided in paragraph (b) below, the Second Priority Principal Distribution Amount;

(vii) to the Note Distribution Account for distribution to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date;

(viii) to the Note Distribution Account, for distribution as provided in paragraph (b) below, the Third Priority Principal Distribution Amount;

(ix) to the Note Distribution Account for distribution to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date;

(x) to the Note Distribution Account, for distribution as provided in paragraph (b) below, the Fourth Priority Principal Distribution Amount;

(xi) to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date;

(xii) to the Note Distribution Account, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount;

(xiii) on a pro rata basis, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent and the Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clause (ii) above; and

(xiv) to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account.

On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (v), (vii) and (ix) above.

(b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (vi), (viii), (x) and (xii) of paragraph (a) above on that Distribution Date in the following order of priority:

(i) to the Class A-1 Noteholders in reduction of the remaining principal amount of the Class A-1 Notes, until the Outstanding Amount thereof has been reduced to zero;

(ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the Outstanding Amount thereof has been reduced to zero, pro rata to the Class A-2-A Notes and Class A-2-B Notes based on their respective Outstanding Amounts;

(iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the Outstanding Amount thereof has been reduced to zero;

(iv) to the Class A-4 Noteholders in reduction of the remaining principal amount of the Class A-4 Notes, until the Outstanding Amount thereof has been reduced to zero;

(v) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the Outstanding Amount thereof has been reduced to zero;

(vi) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the Outstanding Amount thereof has been reduced to zero; and

(vii) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the Outstanding Amount thereof has been reduced to zero;

provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Sections 5.1(a), 5.1(b) or 5.1(d) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), the Total Available Funds and amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders pursuant to Section 5.6(a) of the Indenture.

(c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date.

(d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.7. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred.

(e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five (5) Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register.

Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture.

(f) Subject to Section 5.1 and this Section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

SECTION 5.8. Reserve Account.

(a) On the Closing Date, the Seller shall deposit the Specified Reserve Balance into the Reserve Account. Amounts held from time to time in the Reserve Account shall be held by the Trust Collateral Agent for the benefit of the Noteholders.

(b) The Seller may, from time to time after the date hereof, request each Rating Agency to approve a formula for determining the Specified Reserve Balance that is different from the formula set forth herein, which may result in a decrease in the amount of the Specified Reserve Balance or change the manner by which the Reserve Account is funded. Notwithstanding any other provision of this Agreement, the use of such new formula will be deemed to be approved upon the satisfaction of the Rating Agency Condition with respect to the use of such new formula, and the Specified Reserve Balance will be determined in accordance with such new formula and this Agreement will be amended to reflect such new formula without the consent of any Noteholder.

(c) On each Distribution Date, the Servicer shall instruct the Trust Collateral Agent (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) (A) if the amount on deposit in the Reserve Account (without taking into account any amount on deposit in the Reserve Account representing net Investment Earnings) is less than the Specified Reserve Balance, in which case the Trust Collateral Agent shall, after payment of any amounts required to be distributed pursuant to clauses (i) through (x) of Section 5.7(a) deposit in the Reserve Account the Reserve Account Deposit Amount pursuant to Section 5.7(a)(xi), and (B) if the amount on deposit in the Reserve Account, after giving effect to all other deposits thereto and withdrawals therefrom to be made on such Distribution Date is greater than the Specified Reserve Balance, in which case the Trust Collateral Agent shall distribute the amount of such excess as part of Available Funds on such Distribution Date.

(d) On each Distribution Date, the Servicer shall instruct the Trust Collateral Agent (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) to withdraw the Reserve Account Withdrawal Amount from the Reserve Account and deposit such amounts in the Collection Account to be included as Total Available Funds for that Distribution Date.

(e) Amounts properly transferred to the Certificate Distribution Account for payment to the Certificateholder pursuant to this Agreement shall not be available to the Trust Collateral Agent or the Trust for the purpose of making deposits to the Reserve Account, or making payments

to the Noteholders, nor shall the Certificateholder be required to refund any amount properly received by them.

SECTION 5.9. Statements to Noteholders.

(a) On or prior to each Distribution Date, the Trust Collateral Agent shall make available to each Noteholder of record a statement setting forth at least the following information as to the Notes solely to the extent such information has been received from the Servicer pursuant to Section 4.9:

(i) the amount of such distribution allocable to principal of each Class of Notes;

(ii) the amount of such distribution allocable to interest on or with respect to each Class of Notes;

(iii) the required Reserve Account Withdrawal Amount or any excess released from the Reserve Account and included in Available Funds;

(iv) the Pool Balance and Adjusted Pool Balance as of the close of business on the last day of the preceding Collection Period;

(v) the aggregate Outstanding Amount of each Class of the Notes and the Note Pool Factor for each such Class after giving effect to payments allocated to principal reported under (i) above;

(vi) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period and/or due but unpaid with respect to such Collection Period or prior Collection Periods, as the case may be;

(vii) the Noteholders’ Interest Carryover Amount, if any, and the change in that amount from the preceding statement;

(viii) the Yield Supplement Overcollateralization Amount as of the opening of business on the first day of the preceding Collection Period and as of the close of business on the last day of the preceding Collection Period;

(ix) the amount of the aggregate Realized Losses, if any, for the second preceding Collection Period; and

(x) the aggregate Purchase Amounts for Receivables, if any, that were repurchased by the Servicer or the Seller in such period.

(b) The Trust Collateral Agent will make available each month to each Noteholder the statements referred to in Section 5.9(a) above (and certain other documents, reports and information regarding the Receivables provided by the Servicer from time to time) via the Trust Collateral Agent’s internet website, with the use of a password provided by the Trust Collateral Agent. The Trust Collateral Agent’s internet website will be located at xxx.xx.xxxxxxxxxx.xxx or

at such other address as the Trust Collateral Agent shall notify the Noteholders from time to time. For assistance with regard to this service, Noteholders can call the Trust Collateral Agent’s website assistance line at (000) 000-0000. The Trust Collateral Agent shall have the right to change the way the statements referred to in Section 5.9(a) above are distributed in order to make such distribution more convenient and/or more accessible to the parties entitled to receive such statements so long as such statements are only provided to the then current Noteholders. The Trust Collateral Agent shall provide notification of any such change to all parties entitled to receive such statements in the manner described in Section 12.3 hereof, Section 11.4 of the Indenture or Section 11.5 of the Indenture, as appropriate.

SECTION 5.10. SOFR Determination. The Issuer agrees that for so long as the Class A-2-B Notes are Outstanding, the Trust Collateral Agent shall calculate SOFR for each Interest Period in accordance with the definition of “SOFR” herein. On each SOFR Determination Date, the Trust Collateral Agent shall notify the Servicer and the Issuer by e-mail of SOFR for the related Interest Period. If an alternative benchmark rate has been adopted by GM Financial in accordance with the definition of “SOFR” herein, GM Financial shall calculate the alternative benchmark rate for each Interest Period and notify the Trust Collateral Agent, the Servicer and the Issuer by e-mail of such calculation for the related Interest Period. The adoption of any alternative benchmark rate by GM Financial shall be in its sole discretion and shall become effective without the consent of any other person (including any Noteholder). The Noteholders shall not have any right to approve or disapprove any such election by GM Financial and each Noteholder, by its acceptance of a Note, shall be deemed to waive and release any and all claims against any transaction party relating to any such election by GM Financial. All determinations of SOFR by the Trust Collateral Agent, and all determinations by GM Financial of any alternative benchmark rate, in the absence of manifest error, shall be conclusive and binding on the Noteholders. The Owner Trustee shall not have any obligation to determine SOFR, 30-day average SOFR, any SOFR Determination Date, or any SOFR Business Day and shall have no liability for any such determinations made by the Trust Collateral Agent. The Trust Collateral Agent shall have no duty, responsibility or obligation to determine any alternative benchmark rate, nor have any liability in connection therewith. Neither the Owner Trustee nor the Trust Collateral Agent shall have any obligation to determine any alternative benchmark rate adopted by GM Financial.

ARTICLE VI

[Reserved]

ARTICLE VII

The Seller

SECTION 7.1. Representations of Seller. The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables and on which the Trustee and the Trust Collateral Agent may rely. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture.

(a) Schedules of Representations. The representations and warranties set forth on the Schedules of Representations attached hereto as Schedule B-1 and Schedule B-2 are true and correct.

(b) Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Nevada, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property transferred to the Trust.

(c) Due Qualification. The Seller is duly qualified to do business as a foreign corporation, is in good standing and has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Basic Documents to which the Seller is a party.

(d) Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and the Basic Documents to which the Seller is a party and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with the Trust by it and has duly authorized such sale and assignment to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Basic Documents have been duly authorized by the Seller by all necessary corporate action.

(e) Valid Sale, Binding Obligations. This Agreement effects a valid sale, transfer and assignment of the Receivables and the Other Conveyed Property, enforceable against the Seller and creditors of and purchasers from the Seller; and this Agreement and the Basic Documents to which the Seller is a party, when duly executed and delivered, shall constitute legal, valid and binding obligations of the Seller enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(f) No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents to which the Seller is a party and the fulfillment of the terms of this Agreement and the Basic Documents to which the Seller is a party shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

(g) No Proceedings. There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (i) asserting the invalidity of this Agreement or any of the Basic Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (iv) seeking to adversely affect the federal income tax or other federal, State or local tax attributes of the Notes.

(h) Solvency. The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Receivables, nor does the Seller anticipate any pending insolvency.

(i) No Consents. The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement which has not already been obtained.

(j) True Sale. The Receivables are being transferred with the intention of removing them from the Seller’s estate pursuant to Section 541 of the Bankruptcy Code, as the same may be amended from time to time.

(k) Ordinary Course of Business. The transactions contemplated by this Agreement and the Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.

(l) Chief Executive Office and Principal Place of Business. The chief executive office and principal place of business of the Seller is at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxx 00000.

(m) Investment Company Act. Neither the Seller nor the Issuer is an “investment company” or a company “controlled by an investment company” within the meaning of the Investment Company Act.

SECTION 7.2. Corporate Existence.

(a) During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby.

(b) During the term of this Agreement, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows:

(i) the Seller shall maintain corporate records and books of account separate from those of its Affiliates;

(ii) except as otherwise provided in this Agreement, the Seller shall not commingle its assets and funds with those of its Affiliates;

(iii) the Seller shall hold such appropriate meetings of its board of directors, or adopt resolutions pursuant to a unanimous written consent of the board of directors, as are necessary to authorize all the Seller’s corporate actions required by law to be authorized by the board of directors, shall keep minutes of such meetings and of meetings of its stockholder(s) and observe all other customary corporate formalities (and any successor Seller not a corporation shall observe similar procedures in accordance with its governing documents and applicable law);

(iv) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates;

(v) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s length basis; and

(vi) the Seller shall pay from its assets all obligations and Indebtedness of any kind incurred by the Seller; provided, that, a stockholder may pay fees and expenses of the Seller.

SECTION 7.3. Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.

(a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same.

(b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or State securities laws in connection with the offering and sale of the Notes.

(c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misconduct, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively.

Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation (including any reasonable fees and expenses of counsel incurred by any indemnified party in connection with any action or suit brought to enforce any indemnification or other obligation under the Basic Documents). If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

SECTION 7.4. Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

SECTION 7.5. Limitation on Liability of Servicer, Seller and Others. The Servicer, the Seller and any of its respective directors or officers or employees or agents of the Servicer or the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising under any Basic

Document. Neither the Servicer nor the Seller shall be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

SECTION 7.6. Ownership of the Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic Documents. The Seller shall notify the Owner Trustee, the Trustee and the Trust Collateral Agent with respect to any other transfer of any Certificate.

ARTICLE VIII

The Servicer

SECTION 8.1. Representations of Servicer. The Servicer makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture.

(a) Representations and Warranties. The representations and warranties set forth in Schedule B-1 and Schedule B-2 are true and correct; provided, that, such representations and warranties contained therein and herein shall not apply to any entity other than GM Financial.

(b) Organization and Good Standing. The Servicer has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to enter into and perform its obligations under this Agreement.

(c) Due Qualification. The Servicer is duly qualified to do business as a foreign corporation, is in good standing and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Receivables as required by this Agreement) requires or shall require such qualification.

(d) Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and the Basic Documents to which the Servicer is a party and to carry out its terms and their terms, respectively, and the execution, delivery and performance of this Agreement and the Servicer’s Basic Documents have been duly authorized by the Servicer by all necessary corporate action.

(e) Binding Obligation. This Agreement and the Basic Documents to which the Servicer is a party shall constitute legal, valid and binding obligations of the Servicer enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(f) No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents to which the Servicer is a party, and the fulfillment of the terms of this Agreement and the Basic Documents to which the Servicer is a party, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Servicer of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or any of its properties.

(g) No Proceedings. There are no proceedings or investigations pending or, to the Servicer’s knowledge, threatened against the Servicer, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents or (D) seeking to adversely affect the federal income tax or other federal, State or local tax attributes of the Notes.

(h) No Consents. The Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement which has not already been obtained.

(i) Chief Executive Office and Principal Place of Business. The chief executive office and principal place of business of the Servicer is located at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxx 00000.

(j) Office of Foreign Assets Control. The Servicer covenants and represents that (A) neither it nor any of its Affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the U.S. government, (including, the Office of Foreign Assets Control of the U.S. Department of the Treasury), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively, “Sanctions”) and (B) neither it nor any of its Affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Agreement, (i) to fund or facilitate any activities of or do business with any Person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate

any activities of or do business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any Person.

SECTION 8.2. Liability of Servicer; Indemnities.

(a) The Servicer (in its capacity as such) shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Servicer and the representations made by the Servicer.

(b) The Servicer shall defend, indemnify and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, their respective officers, directors, agents and employees, and the Noteholders from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle.

(c) The Servicer (when the Servicer is GM Financial) shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, their respective officers, directors, agents and employees and the Noteholders from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions or activities contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Trust or the issuance and original sale of the Notes) and costs and expenses in defending against the same.

(d) The Servicer (when the Servicer is not GM Financial) shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, their respective officers, directors, agents and employees and the Noteholders from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions or activities contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Trust or the issuance and original sale of the Notes) and costs and expenses in defending against the same.

(e) The Servicer shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, their respective officers, directors, agents and employees and the Noteholders from and against any and all costs, expenses, losses, claims, damages, and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon the Trust, the Trustee, the Owner Trustee, the Trust Collateral Agent or the Noteholders by reason of the breach of this Agreement by the Servicer, the negligence, misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement.

(f) GM Financial shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, their respective officers, directors, agents and employees and the Noteholders from and against any loss, liability or expense incurred by reason of the violation by Servicer or Seller of federal or State securities laws in connection with the registration or the sale of the Notes.

(g) GM Financial shall indemnify the Trustee, the Owner Trustee, the Trust Collateral Agent and the respective officers, directors, agents and employees thereof against any and all loss, liability or expense, (including attorneys’ fees and expenses) incurred by each of them in connection with the acceptance or administration of the Trust and the performance of their duties under the Basic Documents other than if such loss, liability or expense was incurred by the Trustee, the Owner Trustee or the Trust Collateral Agent as a result of any such entity’s willful misconduct, bad faith or negligence (except for errors in judgment).

(h) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel (including any reasonable fees and expenses of counsel incurred by any indemnified party in connection with any action or suit brought to enforce any indemnification or other obligation under the Basic Documents) and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest.

(i) When the Trustee or the Trust Collateral Agent incurs expenses after the occurrence of a Servicer Termination Event specified in Section 9.1(c) with respect to the Servicer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

(j) This Section 8.2 shall survive the termination of this Agreement, or the earlier removal or resignation of the Trustee, the Trust Collateral Agent or the Owner Trustee.

SECTION 8.3. Merger or Consolidation of, or Assumption of the Obligations of the Servicer.

GM Financial shall not merge or consolidate with any other Person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to GM Financial’s business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of GM Financial contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (a) into which GM Financial may be merged or consolidated, (b) resulting from any merger or consolidation to which GM Financial shall be a party, (c) which acquires by conveyance, transfer, or lease substantially all of the assets of GM Financial, or (d) succeeding to the business of GM Financial, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall

be deemed to release GM Financial from any obligation. GM Financial shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders and each Rating Agency. Notwithstanding the foregoing, GM Financial shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM Financial’s business, unless (x) immediately after giving effect to such transaction, no covenant made pursuant to Section 4.6 shall have been breached (for purposes hereof, such covenants shall speak as of the date of the consummation of such transaction), (y) GM Financial shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Rating Agencies an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) GM Financial shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Rating Agencies an Opinion of Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

SECTION 8.4. Limitation on Liability of Servicer and Others.

Neither GM Financial nor any of the directors or officers or employees or agents of GM Financial shall be under any liability to the Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect GM Financial or any such Person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Trust Collateral Agent, the Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Trust Collateral Agent, the Trustee and the Owner Trustee, in their individual capacities. GM Financial and any director, officer, employee or agent of GM Financial may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement.

SECTION 8.5. Delegation of Duties. The Servicer may delegate duties under this Agreement and the Basic Documents to which it is a party to an Affiliate of the Servicer, a third-party subservicer or a sub-contractor without first obtaining the consent of any Person. The fees and expenses of any third-party subservicer or sub-contractor will be as agreed between the Servicer and such third-party subservicer or sub-contractor, as applicable, and none of the Trustee, the Trust Collateral Agent, the Owner Trustee, the Issuer or the Noteholders will have any responsibility for those fees and expenses. No delegation or sub-contracting by the Servicer of its duties herein in the manner described in this Section 8.5 shall relieve the Servicer of its responsibility with respect to such duties.

SECTION 8.6. Servicer Not to Resign. Subject to the provisions of Section 8.3, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon a determination that, by reason of a change in legal requirements, the

performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on the Servicer if the Majority Noteholders do not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner Trustee. No resignation of the Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer.

ARTICLE IX

Default

SECTION 9.1. Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

(a) Any failure by the Servicer to deliver to the Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of five (5) Business Days after written notice is received by the Servicer from the Trust Collateral Agent (at the direction of the Majority Noteholders) or after actual knowledge of such failure by a Responsible Officer of the Servicer;

(b) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of sixty (60) days after actual knowledge thereof by a Responsible Officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trust Collateral Agent (at the direction of the Majority Noteholders); or

provided, however, that if any event described in (i) clause (a) above shall have been caused by a Force Majeure Event or other similar occurrence, the five (5) Business Day grace period shall be extended for an additional sixty (60) calendar days and (ii) clause (b) above shall have been caused by a Force Majeure Event or other similar occurrence, the sixty (60) day grace period shall be extended for an additional ninety (90) calendar days.

SECTION 9.2. Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation

which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

SECTION 9.3. Appointment of Successor.

(a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party may, or at the written direction of the Majority Noteholders shall, appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon

presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder.

(b) Any successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional compensation as the Majority Noteholders and such successor Servicer may agree on.

SECTION 9.4. Notification to Noteholders. Upon any termination of, or appointment of a successor to, the Servicer, the Trust Collateral Agent shall give prompt written notice thereof to each Noteholder and to the Seller (who shall promptly deliver such notice to the Rating Agencies).

SECTION 9.5. Waiver of Past Defaults. The Majority Noteholders may, on behalf of all Noteholders, waive any default by the Servicer in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement and the Basic Documents. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

ARTICLE X

Termination

SECTION 10.1. Optional Purchase of All Receivables.

(a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal, and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an amount equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust.

(b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account.

(c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof.

(d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

ARTICLE XI

Administrative Duties of the Servicer

SECTION 11.1. Administrative Duties.

(a) Duties with Respect to the Indenture. The Servicer shall perform all its duties and the duties of the Issuer under the Indenture. In addition, the Servicer shall consult with the Owner Trustee as the Servicer deems appropriate regarding the duties of the Issuer under the Indenture. The Servicer shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Servicer shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Servicer shall take all necessary action that is the duty of the Issuer to take pursuant to the Indenture, including, without limitation, pursuant to Sections 2.7, 3.5, 3.6, 3.7, 3.9, 3.10, 3.17, 5.1, 5.4, 6.9, 8.2, 9.2, 9.3, 11.1 and 11.15 of the Indenture.

(b) Duties with Respect to the Issuer.

(i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer shall perform such calculations and shall prepare, file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation, filing or delivery by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under State and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of

the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section.

(ii) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder (as defined in the Trust Agreement) as contemplated by this Agreement. Any such notice shall be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Trust Collateral Agent pursuant to such provision.

(iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer shall be responsible for performance of the duties of the Issuer in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution of any necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and State income tax returns.

(iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer under this Agreement or any of the Basic Documents.

(v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

(c) Tax Matters. The Servicer shall prepare and file, on behalf of the Seller, all tax returns, tax elections, financial statements and such annual or other reports attributable to the activities engaged in by the Issuer as are necessary for preparation of tax reports, including without limitation Form 1099. All tax returns will be signed by the Seller or the Servicer.

(d) Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

(i) the amendment of or any supplement to the Indenture;

(ii) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables);

(iii) the amendment, change or modification of this Agreement or any of the Basic Documents;

(iv) the appointment of successor Note Registrars, successor Note Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Note Registrar, the Note Paying Agent or the Trustee of its obligations under the Indenture; and

(v) the removal of the Trustee or the Trust Collateral Agent.

(e) Exceptions. Notwithstanding anything to the contrary in this Agreement, except as expressly provided herein or in the Basic Documents, the Servicer, in its capacity hereunder, shall not be obligated to, and shall not, (i) make any payments to the Noteholders or the Certificateholder under the Basic Documents, (ii) sell the Trust Property pursuant to Section 5.5 of the Indenture, (iii) take any other action that the Issuer directs the Servicer not to take on its behalf or (iv) in connection with its duties hereunder assume any indemnification obligation of any other Person.

(f) No successor Servicer shall be responsible for any obligations or duties of the Servicer under this Section 11.1. Notwithstanding the foregoing or any other provision of this Agreement, GM Financial shall continue to perform the obligations of the Servicer under this Section 11.1.

SECTION 11.2. Records. The Servicer shall maintain appropriate books of account and records relating to services performed under this Agreement, which books of account and records shall be accessible for inspection by the Issuer at any time during normal business hours.

SECTION 11.3. Additional Information to be Furnished to the Issuer. The Servicer shall furnish to the Issuer from time to time such additional information regarding the Collateral as the Issuer shall reasonably request.

SECTION 11.4. Review Reports. Upon the request of any Noteholder to the Servicer for a copy of any Review Report (as defined in the Asset Representations Review Agreement), the Servicer shall promptly provide a copy of such Review Report to such Noteholder; provided, that, if the requesting Noteholder is not a Noteholder of record, such Noteholder must provide the Servicer with a written certification stating that it is a beneficial owner of a Note, together with supporting documentation supporting that statement (which may include, but is not limited to, a trade confirmation, an account statement or a letter from a broker or dealer verifying ownership) before the Servicer delivers such Review Report to such Noteholder; provided, further, that if such Review Report contains personally identifiable information regarding Obligors, then the Servicer may condition its delivery of that portion of the Review Report to the requesting Noteholder on such Noteholder’s delivery to the Servicer of an agreement acknowledging that such Noteholder may use such information only for the limited purpose of assessing the nature of the related breaches of representations and warranties and may not use that information for any other purpose.

ARTICLE XII

Miscellaneous Provisions

SECTION 12.1. Amendment.

(a) This Agreement may be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld), but without the consent of any of the Noteholders, to cure any ambiguity or to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer delivered to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder.

(b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Majority Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby.

Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies).

It shall not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the Trustee or the Issuer, as applicable, may prescribe.

(c) Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

SECTION 12.2. Protection of Title to Trust.

(a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the interests of the Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b) Neither the Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent and the Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to preserve and protect such interest.

(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least sixty (60) days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.

(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable.

(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreement.

(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust.

(g) Upon request, the Servicer shall furnish to the Owner Trustee or to the Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.

(h) The Servicer shall deliver to the Owner Trustee and the Trustee:

(i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and

(ii) within one-hundred twenty (120) days after the beginning of each calendar year, beginning with the first calendar year beginning more than six (6) months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.

Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

SECTION 12.3. Notices.

(a) All demands, notices and communications upon or to the Seller, the Servicer, the Owner Trustee, the Trustee or the Rating Agencies (upon whom any demands, notices or communications shall be provided only by the Seller or the Servicer) under this Agreement shall be in writing, personally delivered, electronically delivered, mailed by certified mail, return receipt requested, federal express or similar overnight courier service, and shall be deemed to have been duly given upon receipt (i) in the case of the Seller, to AFS SenSub Corp., 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxx 00000, Attention: Chief Financial Officer, (ii) in the case of the Servicer, to GM Financial, 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxx 00000, Attention: Xxxxxx

Xxxxxx, SVP Corporate Finance, Email: Xxxxxx.Xxxxxx@xxxxxxxxxxx.xxx, (iii) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office of the Owner Trustee, (iv) in the case of the Trustee or the Trust Collateral Agent, at the applicable Corporate Trust Office of the Trustee and the Trust Collateral Agent, (v) in the case of Moody’s, to Xxxxx’x Investors Service, Inc., 7 World Trade Center at 000 Xxxxxxxxx Xxxxxx, Asset Finance Group, 24th Floor, New York, New York 10007, (vi) in the case of Standard & Poor’s, via electronic delivery to xxxxxxxx_xxxxxxx@xxxxxxxx.xxx; for any information not available in electronic format, hard copies should be sent to S&P Global Ratings, 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Asset Backed Surveillance Group and (vii) in the case of the Asset Representations Reviewer, to XXXXxxxxxx@xxxxxxx.xxx and to Xxxxxxx Fixed Income Services LLC, 000 X. Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Legal Department. Any notice required or permitted to be mailed to a Noteholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Note Register. Any notice so mailed within the time prescribed in the Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder shall receive such notice. Where this Agreement provides for notice or delivery of documents to the Rating Agencies, failure to give such notice or deliver such documents shall not affect any other rights or obligations created hereunder.

(b) If GM Financial is no longer the Servicer, any successor Servicer shall provide any required Rating Agency notices to the Seller, who shall promptly provide such notice to the Rating Agencies.

SECTION 12.4. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Notwithstanding anything to the contrary contained herein, except as provided in Sections 7.4 and 8.3 and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Seller or the Servicer without the prior written consent of the Owner Trustee, the Trust Collateral Agent, the Trustee and the Majority Noteholders.

SECTION 12.5. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the parties hereto, the Trustee, the Owner Trustee and the Noteholders, as third-party beneficiaries. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

SECTION 12.6. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 12.7. Counterparts and Consent to Do Business Electronically. This Agreement may be executed and delivered in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties

affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Agreement and any documents to be delivered in connection with this Agreement may be executed by means of an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, State enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Agreement and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

SECTION 12.8. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 12.9. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 12.10. Assignment to Trust Collateral Agent. The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables listed in Schedule A hereto and/or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Trust Collateral Agent.

SECTION 12.11. Nonpetition Covenants.

(a) Notwithstanding any prior termination of this Agreement, the Servicer, the Seller and the Trust Collateral Agent shall not, prior to the date which is one (1) year and one (1) day after the termination of this Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any federal or State bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

(b) Notwithstanding any prior termination of this Agreement, neither the Servicer nor the Trust Collateral Agent shall, prior to the date that is one (1) year and one (1) day after the termination of this Agreement with respect to the Seller, acquiesce to, petition or otherwise invoke or cause the Seller to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller under any federal or State bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian,

sequestrator, or other similar official of the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller.

SECTION 12.12. Limitation of Liability of Owner Trustee and Trust Collateral Agent

(a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement governing the organization and management of the Issuer, (ii) each of the representations, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has not verified or made any investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Agreement and (v) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other Basic Document.

(b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Citibank, N.A., not in its individual capacity but solely as Trust Collateral Agent and in no event shall Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

(c) Neither the Owner Trustee nor the Trust Collateral Agent shall have any duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention.

(d) In no event shall Citibank, N.A., in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement or of the Servicer hereunder (unless it is acting as successor Servicer hereunder or is recording, registering, filing, re-recording, re-filing, or re-registering any financing statement, continuation statement or other instrument required by the Trust Collateral Agent pursuant to Section 3.5 of the Indenture or is taking any action to perfect or re-perfect the security interests in the Financed Vehicles pursuant to Section 4.5(b)).

(e) The Trustee and the Trust Collateral Agent have the same rights, protections and immunities hereunder as they have under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandis.

SECTION 12.13. Trust Collateral Agent to Report Repurchase Demands due to Breaches of Representations and Warranties. The Trust Collateral Agent will (a) notify the Servicer, GM Financial and the Seller, as soon as practicable and in any event within five (5) Business Days and in the manner set forth for providing notices hereunder, of all demands or requests communicated (in writing or orally) to the Trustee or the Trust Collateral Agent for the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement or Section 3.2, (b) promptly upon request by the Servicer, GM Financial or the Seller, provide to them any other information reasonably requested to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB, and (c) if requested by the Servicer, GM Financial or the Seller, provide a written certification no later than fifteen (15) days following any calendar quarter or calendar year that Citibank, N.A. has not received any repurchase demands for such period, or if repurchase demands have been received during such period, that the Trust Collateral Agent has provided all the information reasonably requested under clause (b) above with respect to such demands. In no event will the Trust Collateral Agent or the Issuer have any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

SECTION 12.14. Independence of the Servicer. For all purposes of this Agreement, the Servicer shall be an independent contractor and shall not be subject to the supervision of the Issuer, the Trust Collateral Agent, the Trustee or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by this Agreement or any Basic Document, the Servicer shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.

SECTION 12.15. No Joint Venture. Nothing contained in this Agreement (a) shall constitute the Servicer and any of the Issuer, the Trustee, the Trust Collateral Agent or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) shall be construed to impose any liability as such on any of them or (c) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

SECTION 12.16. State Business Licenses. The Servicer or the Certificateholder shall prepare and instruct the Trust to file each State business license (and any renewal thereof) required to be filed under applicable State law without further consent or instruction from the Controlling Party, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation.

SECTION 12.17. Regulation RR Risk Retention. GM Financial, as sponsor, and the Depositor agree that (a) GM Financial will cause the Depositor to, and the Depositor will, retain the “eligible horizontal residual interest” (the “Retained Interest”) (as defined in the Credit Risk Retention Rules) on the Closing Date and (b) GM Financial will not permit the Depositor to, and the Depositor will not, sell, transfer, finance or hedge the Retained Interest except as permitted by the Credit Risk Retention Rules.

SECTION 12.18. Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action relating to this Agreement, the Basic Documents or any other documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; and

(c) waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Basic Documents or the transactions contemplated hereby.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and the year first above written.


GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2024-3

By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Trust

By:		/s/ Xxxxx Xxxxxxxxxx


Name:		Xxxxx Xxxxxxxxxx
Title:		Assistant Vice President

AFS SENSUB CORP. as Seller



By:		/s/ Xxxxxxx Xxxx


Name:		Xxxxxxx Xxxx
Title:		Vice President, Corporate Treasury

AMERICREDIT FINANCIAL SERVICES, INC. d/b/a GM Financial, as Servicer



By:		/s/ Xxxxxx X. Xxxxxx III


Name:		Xxxxxx X. Xxxxxx III
Title:		Senior Vice President, Corporate Treasury

CITIBANK, N.A. not in its individual capacity but solely as Trust Collateral Agent



By:		/s/ Xxxxxxx Xxxxxxxx


Name:		Xxxxxxx Xxxxxxxx
Title:		Senior Trust Officer

[Signature Page to Sale and Servicing Agreement]

SCHEDULE A

SCHEDULE OF RECEIVABLES

[Attached]

SCH-A-1


Loan Number	Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number
111004661448		111052155214		111058335311		111061814003		111064343452		111066637281		111068166358		111069530073		111070895394		111072054090		111072967251		111073831331		111074649227		111075437010		111076195225		111076855408		111077454291		111078034836		111078619611		111079113116
111005458263		111052159656		111058336525		111061814575		111064343698		111066637685		111068166448		111069530095		111070895912		111072054270		111072967475		111073831678		111074649340		111075437032		111076195573		111076855453		111077454381		111078034858		111078620039		111079113295
111012696186		111052164472		111058339933		111061814890		111064344161		111066637764		111068166493		111069531434		111070896812		111072055642		111072967981		111073831803		111074649362		111075437054		111076195629		111076855598		111077454448		111078034869		111078620130		111079113431
111016401353		111052166126		111058340159		111061819480		111064344284		111066638541		111068166921		111069532468		111070898005		111072055855		111072967992		111073831892		111074649632		111075437762		111076195797		111076855622		111077454516		111078035275		111078621052		111079113598
111017068690		111052168207		111058343107		111061819671		111064344420		111066639159		111068167146		111069532581		111070898487		111072056384		111072968083		111073832152		111074649643		111075438066		111076196013		111076855813		111077454550		111078035477		111078621614		111079113712
111017558188		111052168454		111058346841		111061819794		111064345847		111066639249		111068167168		111069534820		111070898555		111072058757		111072968397		111073832219		111074649733		111075438156		111076196024		111076856331		111077454583		111078035512		111078622211		111079114184
111017790524		111052169769		111058347280		111061821922		111064345858		111066639890		111068167887		111069535067		111070898599		111072059084		111072969455		111073832769		111074649801		111075439393		111076196080		111076856599		111077455012		111078035860		111078622334		111079114241
111019480623		111052172549		111058349596		111061822901		111064347344		111066641781		111068168934		111069535573		111070900021		111072059253		111072969466		111073834075		111074650038		111075439630		111076196114		111076857073		111077455236		111078035905		111078622581		111079114588
111019620146		111052174136		111058353580		111061823711		111064350281		111066642377		111068168989		111069536125		111070900032		111072059488		111072970660		111073834222		111074651006		111075439821		111076196204		111076857084		111077455337		111078035949		111078622952		111079114803
111019703508		111052178545		111058356897		111061824970		111064350517		111066642704		111068169261		111069536215		111070901886		111072059736		111072971649		111073834378		111074651095		111075441655		111076196215		111076857208		111077456114		111078035950		111078624314		111079114915
111020159684		111052183406		111058359014		111061827973		111064351428		111066643570		111068169452		111069536428		111070902090		111072061087		111072972910		111073834389		111074651444		111075441970		111076196721		111076857219		111077456215		111078036524		111078624516		111079115185
111020371309		111052185037		111058360320		111061829065		111064351451		111066645358		111068170746		111069536675		111070902203		111072061100		111072973191		111073834479		111074651781		111075443039		111076196787		111076857400		111077456305		111078036579		111078624662		111079115275
111020542400		111052192170		111058364964		111061830102		111064352463		111066645516		111068171107		111069536800		111070902821		111072062291		111072973258		111073834895		111074651804		111075443219		111076197586		111076857589		111077456349		111078037053		111078624684		111079116603
111020587881		111052196714		111058365246		111061830359		111064352890		111066646506		111068171387		111069537092		111070902977		111072062471		111072973337		111073834963		111074654380		111075443309		111076197609		111076857613		111077456811		111078037839		111078624695		111079116625
111020772922		111052203612		111058366236		111061832463		111064354746		111066647765		111068173749		111069537148		111070904283		111072062606		111072973382		111073835368		111074654469		111075443387		111076197610		111076857657		111077456844		111078037862		111078624718		111079116670
111020774687		111052206570		111058367237		111061835253		111064355141		111066647934		111068173884		111069537553		111070904913		111072064136		111072974192		111073835964		111074654537		111075443635		111076197654		111076857668		111077458565		111078038010		111078625292		111079116726
111020838981		111052207616		111058369228		111061835545		111064355321		111066648687		111068174526		111069537610		111070905026		111072064518		111072974361		111073836482		111074654649		111075444850		111076198150		111076857893		111077458598		111078038076		111078625315		111079116737
111021637417		111052214557		111058369677		111061838087		111064356928		111066649116		111068175572		111069537643		111070905116		111072065430		111072974383		111073836875		111074654683		111075445840		111076199601		111076858085		111077458992		111078039077		111078626563		111079116793
111021687265		111052220150		111058372996		111061838694		111064358807		111066649273		111068176023		111069539612		111070905127		111072065542		111072974462		111073836909		111074654706		111075446650		111076199971		111076858872		111077459005		111078039178		111078627272		111079116849
111022885031		111052228507		111058374336		111061838863		111064359572		111066650523		111068176629		111069540030		111070906522		111072065597		111072974495		111073836998		111074655088		111075446784		111076200457		111076860291		111077459432		111078039202		111078627384		111079116940
111023211697		111052228518		111058379847		111061839022		111064359976		111066651131		111068176731		111069542087		111070907196		111072066802		111072974507		111073837124		111074655145		111075446953		111076200806		111076860572		111077459498		111078039550		111078627485		111079117615
111023899655		111052229104		111058381851		111061840013		111064360013		111066651580		111068176832		111069542256		111070907826		111072067038		111072976150		111073837157		111074655190		111075447471		111076200895		111076860583		111077459544		111078040024		111078627496		111079117738
111023917881		111052231927		111058383741		111061840855		111064362026		111066653986		111068176854		111069542436		111070907905		111072068118		111072976352		111073837304		111074655257		111075447493		111076201571		111076860763		111077460287		111078040035		111078628857		111079117749
111024179501		111052236494		111058385271		111061841665		111064365524		111066654055		111068177024		111069542997		111070908052		111072068129		111072976734		111073837810		111074655426		111075447774		111076201728		111076861663		111077460333		111078040495		111078628903		111079118133
111024354629		111052239341		111058387385		111061842239		111064366570		111066655416		111068177046		111069543145		111070908625		111072069771		111072977139		111073837887		111074655651		111075448304		111076201740		111076861911		111077460782		111078040709		111078628925		111079118223
111025349882		111052245135		111058388634		111061842790		111064366749		111066656349		111068177237		111069543189		111070908872		111072071684		111072977432		111073839654		111074656595		111075448494		111076201818		111076862428		111077461198		111078040732		111078628936		111079119077
111025728298		111052249533		111058390086		111061844321		111064366907		111066658149		111068180219		111069543291		111070909749		111072071808		111072978332		111073840139		111074656933		111075448506		111076202831		111076862530		111077461299		111078041395		111078629027		111079119358
111025744498		111052256148		111058390480		111061847201		111064366952		111066659005		111068180321		111069543527		111070909907		111072071853		111072978354		111073840173		111074657013		111075449675		111076202932		111076862732		111077461604		111078041597		111078629173		111079119369
111026064607		111052257598		111058390525		111061850249		111064367920		111066659375		111068180488		111069543550		111070909930		111072072012		111072978387		111073840421		111074657136		111075450015		111076203113		111076863665		111077461738		111078041665		111078629230		111079119640
111026212084		111052259792		111058392145		111061850373		111064368853		111066660254		111068183683		111069544618		111070910369		111072073013		111072978477		111073840533		111074657327		111075450105		111076204361		111076863687		111077463112		111078041812		111078629892		111079119707
111026214581		111052266172		111058392516		111061853589		111064369742		111066661435		111068184213		111069545439		111070911461		111072073125		111072978635		111073841882		111074657417		111075450745		111076204664		111076863788		111077463213		111078041856		111078630636		111079120530
111026231197		111052267386		111058394855		111061854625		111064370216		111066662010		111068184864		111069546036		111070911551		111072073372		111072979513		111073842681		111074657709		111075450802		111076204686		111076864510		111077463381		111078041878		111078630737		111079120619
111026268636		111052275059		111058395665		111061855930		111064370654		111066663189		111068184954		111069546092		111070913542		111072073462		111072979557		111073843121		111074658610		111075451005		111076205474		111076864745		111077463493		111078042127		111078631075		111079120620
111026278862		111052276858		111058396958		111061856313		111064371565		111066663549		111068185472		111069549174		111070914543		111072073877		111072979579		111073844470		111074658665		111075452129		111076205531		111076865735		111077463527		111078042217		111078631086		111079120811
111026307540		111052278197		111058397892		111061858753		111064371611		111066663730		111068187250		111069549185		111070914756		111072074069		111072979658		111073844694		111074658902		111075452141		111076205700		111076865847		111077463639		111078043016		111078631491		111079120967
111026764536		111052280516		111058398343		111061859002		111064372836		111066663785		111068188273		111069549208		111070914778		111072075194		111072979759		111073845561		111074659486		111075453647		111076205799		111076866275		111077463673		111078043184		111078631716		111079120990
111026778991		111052285926		111058398770		111061859136		111064373231		111066665495		111068188936		111069549253		111070915487		111072075475		111072981763		111073845910		111074661052		111075453771		111076206655		111076866657		111077463831		111078043207		111078631783		111079122374
111026849664		111052286309		111058407759		111061860699		111064373893		111066667396		111068188969		111069549354		111070915555		111072075633		111072983226		111073846146		111074661096		111075453838		111076206802		111076866837		111077463954		111078043308		111078631996		111079122408
111026877069		111052296984		111058409885		111061865087		111064374928		111066667486		111068189656		111069549657		111070915645		111072076375		111072983484		111073846517		111074661322		111075455290		111076206824		111076867300		111077463965		111078044017		111078632177		111079122521
111027026808		111052310239		111058411226		111061865964		111064375558		111066667813		111068189746		111069549949		111070916310		111072076432		111072983574		111073847316		111074661591		111075455436		111076206879		111076867322		111077464179		111078044141		111078632289		111079123016
111027042109		111052310778		111058412339		111061867876		111064376010		111066668544		111068190131		111069550659		111070916512		111072077668		111072983989		111073847866		111074661906		111075455504		111076206947		111076867399		111077465710		111078044286		111078632290		111079123241
111027136800		111052312871		111058416153		111061867955		111064377910		111066669332		111068191424		111069550806		111070916657		111072079514		111072984137		111073848508		111074662198		111075456101		111076207061		111076867445		111077465923		111078044297		111078632391		111079123410
111027347646		111052315368		111058417604		111061869418		111064380857		111066670873		111068192234		111069551414		111070917760		111072080325		111072985778		111073848687		111074662266		111075457528		111076207308		111076867513		111077466148		111078044893		111078632728		111079123432
111027630810		111052318158		111058420169		111061872377		111064380868		111066670907		111068192267		111069552448		111070918794		111072080381		111072985969		111073848700		111074662277		111075457573		111076207533		111076868389		111077468487		111078044949		111078632762		111079123566
111027869094		111052321477		111058420721		111061872412		111064387269		111066671762		111068192290		111069552707		111070918806		111072080651		111072986320		111073848788		111074662323		111075457618		111076207634		111076869447		111077469073		111078045209		111078633055		111079123768
111028316351		111052327989		111058420822		111061872838		111064387427		111066671942		111068192885		111069552976		111070918884		111072081023		111072986331		111073849453		111074663245		111075457708		111076207724		111076870720		111077469118		111078045210		111078633112		111079123803
111028745874		111052332772		111058421799		111061880859		111064387483		111066672000		111068193088		111069554675		111070919728		111072081146		111072986960		111073849701		111074664909		111075457731		111076208310		111076870854		111077469152		111078045254		111078633381		111079123869
111029045474		111052333469		111058425748		111061881412		111064388743		111066672730		111068193404		111069555722		111070919931		111072081337		111072988412		111073850578		111074665168		111075458035		111076209265		111076871136		111077469231		111078045276		111078633415		111079123926
111029091273		111052337317		111058427391		111061882693		111064388855		111066673258		111068193763		111069556093		111070921440		111072081607		111072988467		111073851388		111074665179		111075459058		111076209591		111076871574		111077470839		111078045816		111078633796		111079124512
111029094816		111052339296		111058428000		111061884831		111064388967		111066674215		111068193819		111069556666		111070921484		111072083991		111072988816		111073851412		111074665270		111075459159		111076209681		111076871631		111077470941		111078045827		111078633819		111079124927
111029101590		111052339511		111058429900		111061885977		111064395145		111066674440		111068194180		111069557061		111070922227		111072084037		111072988849		111073851546		111074665483		111075459418		111076209760		111076871989		111077471032		111078045883		111078634113		111079124994
111029117676		111052351740		111058430991		111061886451		111064396067		111066674529		111068194821		111069557230		111070924746		111072084341		111072988928		111073851984		111074666899		111075459610		111076209995		111076872025		111077471290		111078045984		111078635035		111079125603
111029304168		111052355867		111058438304		111061890197		111064396292		111066674653		111068195226		111069559186		111070924881		111072084824		111072990178		111073852974		111074667025		111075460094		111076210346		111076872047		111077471458		111078046019		111078635226		111079125704
111029489702		111052364317		111058438843		111061892784		111064397158		111066675890		111068195305		111069559355		111070925231		111072084891		111072990853		111073853379		111074667126		111075460241		111076210380		111076872069		111077471560		111078046592		111078635574		111079126075
111029737999		111052372350		111058443603		111061894483		111064397833		111066675924		111068195327		111069560380		111070925714		111072085218		111072991359		111073853436		111074667339		111075461354		111076210515		111076872070		111077471571		111078046693		111078636339		111079126446
111029855743		111052374172		111058445975		111061895125		111064399464		111066676790		111068195440		111069561336		111070929651		111072085533		111072992956		111073853649		111074668307		111075461545		111076210559		111076872104		111077471661		111078046761		111078637295		111079126525
111029887973		111052374240		111058446831		111061896676		111064400041		111066677364		111068195833		111069561549		111070930215		111072086174		111072993733		111073854572		111074668396		111075461668		111076211998		111076872474		111077471773		111078046840		111078637510		111079126536
111029984285		111052377591		111058447719		111061896878		111064403033		111066677432		111068197004		111069561763		111070930259		111072086208		111072994059		111073854684		111074668587		111075461950		111076212034		111076872777		111077472369		111078047199		111078637701		111079126626
111030013066		111052380292		111058451107		111061896957		111064405215		111066677634		111068197183		111069564036		111070930338		111072086499		111072994240		111073854831		111074668802		111075462052		111076212506		111076873228		111077472460		111078047289		111078637723		111079126761

SCH-A-2


Loan Number	Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number
111030376866		111052384173		111058451501		111061899433		111064407149		111066678499		111068198702		111069565060		111070931227		111072086545		111072994475		111073855180		111074668880		111075462355		111076213338		111076873329		111077472909		111078047414		111078637824		111079126783
111030555988		111052389369		111058452872		111061900100		111064410154		111066679951		111068201673		111069565273		111070931418		111072087287		111072994611		111073855438		111074668992		111075462579		111076213394		111076873374		111077473685		111078047717		111078637969		111079126884
111030771629		111052390765		111058453794		111061900188		111064410907		111066681011		111068201909		111069565464		111070931520		111072087603		111072994958		111073855810		111074669599		111075463682		111076213653		111076873969		111077473719		111078047740		111078638139		111079126930
111030776589		111052394950		111058453840		111061900830		111064411425		111066682034		111068202102		111069565600		111070933746		111072088299		111072996130		111073855854		111074671255		111075463907		111076214137		111076874218		111077474710		111078048291		111078638140		111079126974
111030793678		111052401353		111058460422		111061901493		111064411526		111066682247		111068202225		111069566083		111070933825		111072088435		111072998097		111073856226		111074671525		111075465077		111076214340		111076874623		111077474899		111078048370		111078638218		111079127313
111030806987		111052412131		111058460567		111061906027		111064412437		111066682719		111068203888		111069566667		111070935221		111072088604		111072998154		111073856372		111074672560		111075465099		111076214362		111076874645		111077475777		111078048516		111078638296		111079127346
111030824246		111052422873		111058462693		111061913856		111064415171		111066682966		111068204047		111069567040		111070936053		111072090528		111072998660		111073856440		111074672784		111075466269		111076215240		111076874780		111077475935		111078048820		111078638364		111079127368
111031328842		111052425214		111058462761		111061914723		111064415249		111066683462		111068204081		111069567073		111070936929		111072091248		111072999177		111073856451		111074673886		111075466337		111076215734		111076875534		111077475957		111078048909		111078638375		111079127649
111031534706		111052434742		111058463212		111061915005		111064415711		111066684867		111068205486		111069567163		111070937773		111072091293		111072999560		111073857070		111074674078		111075466494		111076217129		111076875556		111077476037		111078048932		111078638409		111079127661
111031560301		111052434810		111058465157		111061915667		111064415935		111066685004		111068205880		111069567196		111070938549		111072092766		111073000676		111073857306		111074674124		111075466630		111076217848		111076876704		111077476149		111078049090		111078638465		111079128213
111031779077		111052435181		111058465214		111061916040		111064416677		111066685857		111068206139		111069567242		111070940160		111072094522		111073000980		111073858969		111074674685		111075467192		111076217994		111076876816		111077477140		111078049528		111078639961		111079128347
111031812390		111052439174		111058467407		111061916545		111064417645		111066686487		111068207332		111069567938		111070940654		111072094678		111073001026		111073859274		111074674898		111075467361		111076218018		111076877592		111077477241		111078049641		111078640323		111079128538
111032709756		111052439916		111058468172		111061917614		111064417869		111066688007		111068207725		111069568546		111070941295		111072094869		111073004591		111073859410		111074675248		111075467574		111076218568		111076877604		111077477724		111078050430		111078640356		111079129674
111032724089		111052443809		111058469511		111061919166		111064421279		111066688489		111068207826		111069569974		111070942476		111072094892		111073005200		111073860096		111074675484		111075469059		111076218614		111076877693		111077477870		111078050597		111078640389		111079129865
111032808396		111052443898		111058470186		111061919571		111064423147		111066689121		111068208085		111069570268		111070942500		111072095118		111073005255		111073860894		111074676104		111075469532		111076218793		111076878009		111077477892		111078050621		111078640413		111079129898
111032857794		111052450290		111058470434		111061919964		111064423888		111066689200		111068209288		111069570493		111070943107		111072095321		111073006391		111073861884		111074676137		111075469824		111076218849		111076878087		111077478095		111078050676		111078641201		111079129922
111032881599		111052454553		111058470490		111061921776		111064424362		111066689390		111068212608		111069571506		111070945187		111072095400		111073006504		111073861941		111074677510		111075470860		111076219097		111076878739		111077478163		111078050856		111078641256		111079129999
111032887506		111052455453		111058471367		111061923734		111064424812		111066690448		111068213328		111069571742		111070946380		111072095499		111073006829		111073861963		111074677644		111075470871		111076219121		111076878795		111077478174		111078051004		111078643786		111079130025
111032922236		111052457826		111058471491		111061927727		111064425138		111066690752		111068213665		111069571821		111070946458		111072096928		111073007088		111073862245		111074677745		111075470938		111076219345		111076878975		111077478332		111078051284		111078643887		111079130452
111032929435		111052457983		111058471604		111061928582		111064426768		111066690921		111068213744		111069572945		111070946852		111072096939		111073007202		111073863066		111074678072		111075471029		111076219389		111076879066		111077479052		111078051745		111078643900		111079130474
111033126626		111052462697		111058471929		111061929550		111064427400		111066691405		111068217120		111069573249		111070946874		111072097187		111073007448		111073863392		111074678746		111075471333		111076220099		111076879088		111077479670		111078051880		111078643977		111079130711
111033264753		111052463823		111058472975		111061929796		111064427657		111066691506		111068217142		111069573508		111070947808		111072098324		111073008012		111073863639		111074679455		111075471445		111076220123		111076879875		111077480076		111078051947		111078643988		111079130722
111033323850		111052465454		111058474988		111061933162		111064428805		111066691764		111068217726		111069573542		111070950251		111072098436		111073008180		111073863673		111074679646		111075471670		111076220347		111076880125		111077480256		111078052364		111078644800		111079131295
111033525775		111052472283		111058475204		111061933735		111064429727		111066692260		111068218626		111069574217		111070950318		111072099190		111073008203		111073864427		111074679691		111075471737		111076221102		111076881081		111077480537		111078052454		111078644899		111079131385
111033534944		111052480484		111058475619		111061933779		111064430156		111066693643		111068218806		111069574363		111070950745		111072099268		111073008449		111073864540		111074680570		111075471939		111076221146		111076881104		111077480661		111078052780		111078644990		111079131442
111033549614		111052481081		111058477891		111061934354		111064430482		111066696398		111068219054		111069574521		111070951555		111072099369		111073008764		111073864708		111074680671		111075472491		111076221214		111076881159		111077480739		111078052858		111078645069		111079131576
111033633102		111052481564		111058478038		111061935030		111064431483		111066697344		111068219458		111069575960		111070951612		111072099583		111073008843		111073864999		111074680930		111075472536		111076221382		111076881182		111077480740		111078053321		111078645092		111079131622
111033697427		111052483533		111058478825		111061936020		111064431764		111066697377		111068220270		111069576983		111070954019		111072099651		111073010677		111073865125		111074681548		111075472581		111076221506		111076881227		111077480874		111078053411		111078645227		111079131655
111033697753		111052484174		111058479578		111061936749		111064431775		111066697489		111068220999		111069577030		111070954491		111072100104		111073011588		111073865697		111074681616		111075472716		111076221595		111076881294		111077480975		111078053714		111078645340		111079131677
111033702761		111052485816		111058481212		111061937920		111064431843		111066697579		111068221114		111069577186		111070954626		111072100148		111073011926		111073865798		111074681650		111075473098		111076221708		111076881474		111077481178		111078053747		111078645834		111079131745
111033724899		111052486064		111058481481		111061938527		111064431854		111066698659		111068221361		111069577658		111070954884		111072100889		111073012578		111073866261		111074681706		111075473256		111076222462		111076882970		111077481369		111078054344		111078646060		111079131914
111033771846		111052486211		111058482066		111061939124		111064432529		111066698873		111068223677		111069578299		111070955807		111072101767		111073012860		111073866575		111074681807		111075473324		111076222978		111076883061		111077482090		111078054355		111078646240		111079131981
111033784862		111052495301		111058482426		111061942229		111064433485		111066700068		111068224601		111069579256		111070955931		111072101778		111073013355		111073867060		111074681896		111075473403		111076223126		111076883139		111077482191		111078054478		111078646251		111079132555
111033788361		111052499114		111058483797		111061943321		111064435803		111066701058		111068226816		111069579267		111070955975		111072102443		111073014053		111073867240		111074682190		111075473537		111076223328		111076883375		111077482551		111078054502		111078646600		111079132724
111033815418		111052508115		111058483876		111061944490		111064437119		111066702644		111068227413		111069580337		111070956549		111072102555		111073014075		111073867284		111074682202		111075474909		111076223362		111076883432		111077483541		111078054748		111078646802		111079132791
111033817780		111052516338		111058487331		111061945424		111064438266		111066702712		111068227806		111069580753		111070959766		111072102588		111073014479		111073867329		111074682213		111075475270		111076223441		111076884062		111077483721		111078054984		111078646835		111079134254
111033838154		111052533348		111058487869		111061945996		111064439661		111066704343		111068228009		111069581417		111070959878		111072102881		111073015313		111073867857		111074682459		111075476169		111076223463		111076884095		111077484586		111078055211		111078648646		111079134344
111033842889		111052537409		111058489311		111061946571		111064441361		111066704477		111068228997		111069581686		111070960386		111072103792		111073016022		111073868263		111074682707		111075476192		111076224037		111076884297		111077484621		111078056638		111078648871		111079134401
111033846142		111052545329		111058491178		111061949833		111064442317		111066707447		111068230361		111069582531		111070960713		111072104041		111073016044		111073868443		111074684383		111075476440		111076224161		111076884860		111077484744		111078056942		111078649322		111079134591
111033857829		111052545789		111058497163		111061950879		111064443835		111066707931		111068231520		111069583835		111070960768		111072104052		111073016538		111073868971		111074685878		111075476697		111076224183		111076884905		111077484845		111078056986		111078649399		111079134883
111033860733		111052546397		111058497635		111061952512		111064443903		111066707986		111068233421		111069584522		111070961017		111072104276		111073017225		111073869095		111074686330		111075477351		111076224251		111076885074		111077484935		111078057224		111078649478		111079135097
111033872231		111052547590		111058503677		111061952523		111064444117		111066708235		111068233915		111069585310		111070961163		111072104298		111073017348		111073869107		111074686408		111075477520		111076224611		111076885164		111077485071		111078057347		111078650313		111079135109
111033882209		111052550875		111058503745		111061954356		111064445174		111066708369		111068234219		111069586108		111070962490		111072104412		111073017607		111073869264		111074686419		111075478532		111076224903		111076885265		111077485262		111078057459		111078650492		111079135121
111033882984		111052552710		111058504184		111061957090		111064450035		111066708639		111068235175		111069586221		111070962849		111072104445		111073017696		111073870086		111074686789		111075479050		111076225218		111076885377		111077485273		111078057617		111078650593		111079135187
111033883176		111052559087		111058505950		111061959058		111064450349		111066708842		111068236367		111069586232		111070963626		111072104805		111073017753		111073870873		111074686790		111075479072		111076225342		111076885401		111077485284		111078057640		111078650773		111079135288
111033883772		111052573397		111058506658		111061964324		111064450350		111066709023		111068236390		111069587435		111070963941		111072104861		111073017775		111073870930		111074686925		111075479869		111076225409		111076885658		111077485352		111078058179		111078651123		111079135480
111033888418		111052576457		111058508548		111061965112		111064452497		111066711015		111068236727		111069589628		111070964403		111072105075		111073018372		111073871010		111074687038		111075479982		111076225410		111076885816		111077486016		111078058281		111078651550		111079136964
111033895944		111052583398		111058509550		111061966348		111064454006		111066712522		111068237065		111069590181		111070966236		111072105244		111073020319		111073871133		111074688556		111075480120		111076225443		111076885849		111077486397		111078058551		111078651673		111079137099
111033898824		111052586571		111058510574		111061966539		111064455771		111066713871		111068237683		111069590406		111070966506		111072107066		111073020690		111073872482		111074688567		111075480939		111076225645		111076885917		111077486443		111078059259		111078651695		111079137178
111033913226		111052587628		111058514949		111061967013		111064456907		111066715907		111068237751		111069590417		111070967125		111072107257		111073020858		111073872561		111074688635		111075481086		111076225689		111076885928		111077486713		111078059260		111078652056		111079137437
111033915183		111052592365		111058520698		111061967473		111064457199		111066717482		111068238583		111069592374		111070968216		111072107572		111073021028		111073874305		111074689074		111075481121		111076225948		111076886019		111077486757		111078059394		111078652269		111079137516
111033941283		111052592815		111058521655		111061968418		111064458066		111066719125		111068239236		111069592622		111070968238		111072107651		111073021220		111073874451		111074689142		111075481772		111076225982		111076886053		111077486960		111078059462		111078652438		111079137550
111033947537		111052593861		111058522667		111061969240		111064460924		111066719372		111068239269		111069592790		111070968407		111072108999		111073022478		111073874585		111074690616		111075482021		111076226657		111076886783		111077487017		111078059484		111078652528		111079138124
111033964738		111052596213		111058522937		111061969857		111064461116		111066719934		111068239315		111069592969		111070968654		111072109170		111073023862		111073874709		111074690931		111075482201		111076226770		111076887201		111077487039		111078059529		111078652584		111079138180
111033989645		111052596460		111058523118		111061970534		111064461217		111066720037		111068239629		111069593016		111070969835		111072109260		111073024605		111073875216		111074691033		111075482234		111076227063		111076887245		111077488074		111078059585		111078652708		111079138854
111033993572		111052598541		111058524007		111061971142		111064462263		111066721465		111068240722		111069593915		111070970703		111072109529		111073024739		111073877005		111074691224		111075482245		111076227131		111076887256		111077488311		111078059619		111078652775		111079138900
111033994999		111052598765		111058526166		111061972794		111064463567		111066721915		111068241396		111069594444		111070970871		111072111577		111073025190		111073877049		111074692382		111075482458		111076227546		111076887481		111077488625		111078060150		111078653226		111079140251
111034005241		111052600118		111058526896		111061972862		111064464669		111066722578		111068242623		111069595300		111070972233		111072111814		111073025336		111073877162		111074692696		111075482807		111076227827		111076887582		111077488670		111078060352		111078653710		111079140958
111034018830		111052600770		111058527875		111061972895		111064465356		111066722646		111068242803		111069595636		111070972615		111072111881		111073026944		111073877443		111074692720		111075483662		111076227940		111076887650		111077488850		111078060385		111078653866		111079141308

SCH-A-3


Loan Number	Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number
111034021014		111052601052		111058528090		111061974538		111064467572		111066723142		111068242948		111069595715		111070973650		111072112411		111073027002		111073877601		111074692810		111075484933		111076227973		111076887672		111077489716		111078060554		111078654755		111079141319
111034026402		111052605067		111058529114		111061975720		111064470442		111066726033		111068243871		111069595816		111070973997		111072112983		111073027226		111073878163		111074692821		111075485372		111076228154		111076888583		111077489772		111078061500		111078654799		111079141948
111034028134		111052606462		111058532466		111061979588		111064470521		111066728383		111068244096		111069596592		111070974325		111072113007		111073028328		111073878411		111074693024		111075486272		111076228468		111076890036		111077489794		111078061577		111078655172		111079142073
111034028796		111052608060		111058539351		111061980377		111064474705		111066728495		111068245154		111069597043		111070975551		111072113333		111073028373		111073878714		111074693552		111075486384		111076228479		111076890115		111077490011		111078061960		111078655284		111079142231
111034031509		111052610625		111058539452		111061981727		111064477449		111066729676		111068245176		111069597391		111070975630		111072114783		111073028407		111073879502		111074693585		111075486823		111076228569		111076890294		111077490044		111078062028		111078655385		111079142343
111034034894		111052610636		111058539531		111061983875		111064478721		111066729968		111068245266		111069597627		111070975742		111072114974		111073028799		111073879759		111074696533		111075487981		111076228761		111076890698		111077490123		111078063007		111078655824		111079142411
111034040846		111052621863		111058540960		111061984067		111064479890		111066730713		111068245693		111069597740		111070976833		111072117012		111073028834		111073879906		111074696746		111075488522		111076229986		111076890755		111077491089		111078063209		111078656353		111079142534
111034045414		111052632124		111058541837		111061986058		111064480139		111066733299		111068246841		111069598550		111070976888		111072117438		111073029183		111073880054		111074697860		111075488577		111076230214		111076890801		111077491113		111078063287		111078656432		111079142703
111034049654		111052634249		111058542063		111061986799		111064480140		111066733413		111068247291		111069598954		111070976990		111072118013		111073029431		111073880223		111074697949		111075488724		111076230674		111076891240		111077491236		111078063298		111078656713		111079142837
111034049890		111052640077		111058542276		111061987172		111064480274		111066734548		111068248078		111069599573		111070977520		111072118248		111073029554		111073880807		111074698625		111075489916		111076231103		111076892083		111077491292		111078063300		111078656791		111079142994
111034058250		111052640897		111058544931		111061992921		111064481196		111066734740		111068249743		111069600891		111070977823		111072120050		111073029756		111073880997		111074699604		111075490154		111076231912		111076892128		111077491304		111078063951		111078656825		111079143861
111034066080		111052641540		111058544997		111061993393		111064481242		111066734863		111068249765		111069601117		111070980748		111072120083		111073030679		111073881628		111074699682		111075490200		111076231990		111076893332		111077491360		111078064031		111078656858		111079144198
111034068363		111052651428		111058548294		111061993821		111064481376		111066735897		111068252039		111069605065		111070981154		111072121310		111073030826		111073881707		111074700180		111075490558		111076232070		111076894232		111077492631		111078064615		111078656971		111079144446
111034076979		111052655129		111058549194		111061994024		111064481411		111066737035		111068252095		111069605616		111070982032		111072121332		111073031018		111073881729		111074700359		111075490839		111076232092		111076894287		111077492956		111078064851		111078657680		111079144558
111034108616		111052656647		111058549295		111061994686		111064482681		111066737293		111068252354		111069607113		111070983202		111072121343		111073031052		111073881752		111074700371		111075490963		111076232115		111076894366		111077492978		111078064963		111078657860		111079144569
111034109921		111052666727		111058553649		111061995328		111064484201		111066738463		111068252578		111069607315		111070986250		111072121477		111073031502		111073881910		111074700618		111075491728		111076232216		111076894647		111077493328		111078065302		111078657882		111079145436
111034125817		111052666738		111058556563		111061995373		111064484290		111066738755		111068253535		111069607630		111070986384		111072123615		111073032143		111073881932		111074700821		111075491740		111076232227		111076894715		111077493373		111078065560		111078658546		111079145773
111034146179		111052673624		111058558431		111061997544		111064484627		111066738801		111068254738		111069607641		111070987453		111072123783		111073032963		111073881965		111074700843		111075491751		111076233453		111076894894		111077494206		111078065784		111078658579		111079146088
111034146269		111052684390		111058568364		111061999210		111064485369		111066738867		111068255188		111069608259		111070987857		111072124021		111073033076		111073882876		111074700898		111075491762		111076234050		111076895042		111077494217		111078065919		111078658603		111079146134
111034147686		111052687225		111058569747		111062001215		111064486618		111066739307		111068256572		111069608361		111070988768		111072124054		111073033223		111073882988		111074700900		111075491818		111076234083		111076895198		111077494329		111078066123		111078658748		111079146189
111034157564		111052692423		111058572404		111062002586		111064487114		111066744190		111068256718		111069608541		111070989668		111072126270		111073033324		111073883125		111074700933		111075491841		111076234252		111076895244		111077494385		111078066257		111078658962		111079146358
111034160805		111052693895		111058577656		111062005275		111064489374		111066744280		111068256796		111069608956		111070990255		111072127024		111073034505		111073883507		111074701754		111075491874		111076234342		111076895277		111077496534		111078066493		111078659019		111079146493
111034163695		111052694290		111058578185		111062008964		111064490174		111066744291		111068256853		111069609586		111070991773		111072127608		111073034639		111073883631		111074702351		111075492280		111076234375		111076895457		111077497119		111078066572		111078659109		111079147089
111034167239		111052701211		111058580942		111062009033		111064492930		111066744617		111068257876		111069609621		111070992886		111072128351		111073034819		111073885666		111074702700		111075492325		111076235185		111076895817		111077497546		111078066695		111078659110		111079147269
111034185622		111052705989		111058582573		111062010103		111064495405		111066746316		111068258293		111069610577		111070994057		111072128430		111073034921		111073886274		111074703149		111075492381		111076235499		111076895884		111077497726		111078066831		111078659211		111079147494
111034193340		111052706159		111058583608		111062011261		111064498194		111066747025		111068258608		111069611534		111070995182		111072129363		111073035551		111073886511		111074704106		111075493179		111076235804		111076896425		111077497805		111078066910		111078660033		111079147528
111034197412		111052708599		111058584441		111062015445		111064498611		111066750467		111068260409		111069612142		111070995834		111072129532		111073035832		111073886904		111074704263		111075493382		111076235927		111076896616		111077497850		111078066954		111078660987		111079147821
111034207537		111052713427		111058589907		111062016042		111064500783		111066751312		111068260476		111069612928		111070995968		111072129655		111073036035		111073887455		111074704724		111075495160		111076236557		111076897088		111077498345		111078067630		111078661012		111079147832
111034212050		111052736118		111058591078		111062016772		111064501065		111066751918		111068260836		111069613558		111070996633		111072129723		111073036428		111073888399		111074704746		111075495171		111076236580		111076897213		111077498468		111078067708		111078661652		111079147876
111034214715		111052736297		111058593867		111062016794		111064501267		111066752773		111068261028		111069613637		111070996712		111072130152		111073036619		111073888456		111074704791		111075495452		111076236669		111076897303		111077498682		111078067898		111078661966		111079148563
111034216009		111052739346		111058594802		111062016963		111064501841		111066753325		111068261398		111069614324		111070996880		111072130589		111073037047		111073889570		111074704960		111075496116		111076236816		111076897437		111077499111		111078067933		111078662451		111079148877
111034225010		111052740449		111058596332		111062020777		111064502774		111066756058		111068261433		111069615628		111070997016		111072132389		111073037171		111073890572		111074705051		111075496475		111076236849		111076897594		111077499953		111078068507		111078662462		111079149610
111034229890		111052744803		111058602060		111062023657		111064503090		111066757868		111068261477		111069615640		111070997117		111072132457		111073037205		111073890729		111074705310		111075496510		111076237031		111076897808		111077500237		111078068529		111078662552		111079150320
111034231309		111052751890		111058604310		111062025996		111064504574		111066758959		111068261488		111069616292		111070997599		111072132794		111073037294		111073890932		111074705422		111075497229		111076237176		111076898258		111077500406		111078068631		111078663317		111079150869
111034235482		111052759056		111058606828		111062026223		111064506802		111066759163		111068261679		111069616359		111070997678		111072132817		111073037935		111073891786		111074707121		111075497454		111076238414		111076898270		111077501014		111078068675		111078663384		111079150870
111034245494		111052762027		111058610610		111062026560		111064506857		111066760659		111068262478		111069616663		111070997779		111072133470		111073038026		111073891797		111074707132		111075497634		111076238661		111076898382		111077501351		111078068776		111078663429		111079151028
111034251301		111052765211		111058612645		111062028708		111064507364		111066762785		111068263783		111069617080		111070999108		111072133908		111073038655		111073892259		111074708504		111075497702		111076238706		111076898999		111077501553		111078068798		111078663788		111079151174
111034257891		111052765806		111058613477		111062030464		111064507791		111066762910		111068265493		111069617147		111071000652		111072134246		111073038868		111073892293		111074708728		111075497881		111076238773		111076899103		111077502688		111078068811		111078663834		111079152401
111034266486		111052778169		111058613679		111062030936		111064508781		111066763168		111068266157		111069617237		111071002429		111072134651		111073040412		111073892417		111074708920		111075497971		111076238784		111076899204		111077502756		111078068822		111078664497		111079152805
111034271932		111052783929		111058615288		111062033322		111064509063		111066763371		111068267226		111069618294		111071002744		111072135179		111073040513		111073893047		111074709628		111075498118		111076238931		111076899440		111077502790		111078068866		111078664587		111079153086
111034278827		111052784166		111058616470		111062033535		111064511055		111066763405		111068267293		111069618687		111071003071		111072135236		111073041480		111073893306		111074711744		111075499793		111076239044		111076899541		111077502802		111078069306		111078664633		111079153569
111034286769		111052792705		111058620644		111062035144		111064513732		111066764439		111068268643		111069619037		111071003217		111072135393		111073041570		111073893799		111074711788		111075499861		111076239112		111076899776		111077502914		111078069340		111078664734		111079153828
111034293701		111052793313		111058624110		111062037258		111064513765		111066764675		111068268812		111069619925		111071003453		111072135416		111073042335		111073894240		111074711823		111075500190		111076239123		111076900544		111077503599		111078069407		111078664802		111079153895
111034301059		111052795933		111058624604		111062037809		111064514452		111066766161		111068269004		111069620084		111071004140		111072136305		111073042807		111073896006		111074712194		111075500527		111076239134		111076900555		111077503612		111078069508		111078664824		111079154177
111034309619		111052798824		111058625267		111062038686		111064514856		111066766262		111068269600		111069620332		111071004241		111072136619		111073043392		111073896422		111074713263		111075500550		111076239213		111076900645		111077504567		111078069519		111078665487		111079154504
111034317270		111052806486		111058626606		111062041770		111064515026		111066766341		111068271119		111069620882		111071005062		111072137878		111073043909		111073896972		111074713825		111075500707		111076240057		111076900678		111077504770		111078069823		111078665498		111079154863
111034318394		111052812135		111058627731		111062042669		111064516263		111066766622		111068271715		111069622233		111071006502		111072138240		111073044001		111073898109		111074714309		111075501764		111076240417		111076901152		111077504826		111078070072		111078665511		111079155156
111034340355		111052813619		111058627775		111062042827		111064516982		111066768703		111068271726		111069623278		111071006591		111072138677		111073044900		111073898592		111074715513		111075502158		111076240440		111076901163		111077504938		111078071118		111078665522		111079155213
111034346979		111052816870		111058628462		111062043233		111064517736		111066768994		111068271793		111069623313		111071006771		111072139038		111073045068		111073898996		111074716109		111075502226		111076240473		111076902030		111077505120		111078071253		111078665791		111079155224
111034351458		111052820000		111058628798		111062044380		111064518029		111066769232		111068272086		111069624628		111071007053		111072139779		111073045406		111073899470		111074716301		111075503126		111076240563		111076902388		111077505153		111078071613		111078666545		111079155482
111034353977		111052826635		111058628811		111062047990		111064520965		111066770515		111068272851		111069627643		111071007424		111072141402		111073045428		111073901036		111074716840		111075503205		111076240620		111076902625		111077506053		111078072276		111078666679		111079155493
111034367028		111052837389		111058630397		111062048070		111064522046		111066771752		111068274202		111069628307		111071007570		111072141615		111073046283		111073901104		111074717335		111075504509		111076240721		111076902906		111077506615		111078072355		111078666680		111079155662
111034369109		111052840215		111058635178		111062049116		111064522260		111066773068		111068274527		111069628341		111071008559		111072141660		111073046755		111073901238		111074717896		111075504644		111076240989		111076903468		111077506648		111078072771		111078666703		111079155684
111034373250		111052840406		111058635774		111062052277		111064523395		111066773079		111068274550		111069628565		111071008706		111072141985		111073047352		111073901294		111074717908		111075505308		111076241003		111076903479		111077507436		111078072894		111078666747		111079156685
111034384151		111052842723		111058635976		111062058004		111064523418		111066773866		111068275449		111069628598		111071008740		111072142188		111073047688		111073901485		111074718246		111075505397		111076241283		111076903514		111077507447		111078073390		111078666848		111079156696
111034384959		111052847335		111058640297		111062061222		111064524633		111066774328		111068275876		111069630052		111071008807		111072142256		111073048342		111073901744		111074718336		111075505555		111076241946		111076903840		111077507751		111078074650		111078666859		111079156854
111034385152		111052850249		111058640590		111062063189		111064525410		111066774744		111068276057		111069630120		111071009347		111072143538		111073048656		111073901812		111074718886		111075505667		111076241979		111076904100		111077508347		111078074885		111078667557		111079157013
111034408541		111052857291		111058643346		111062063505		111064527557		111066775060		111068276484		111069630917		111071009460		111072143673		111073049354		111073903263		111074718921		111075505702		111076242048		111076904122		111077509809		111078075594		111078667692		111079157035
111034409283		111052863175		111058643650		111062066890		111064527591		111066775565		111068276507		111069631615		111071009808		111072144179		111073049567		111073903364		111074718965		111075505825		111076242071		111076904267		111077509876		111078075987		111078667726		111079157103

SCH-A-4


Loan Number	Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number
111034410623		111052868169		111058644606		111062067486		111064528288		111066776061		111068276800		111069632762		111071011306		111072144281		111073049769		111073903623		111074719292		111075505847		111076242891		111076904290		111077510250		111078075998		111078667906		111079157305
111034422301		111052868484		111058647092		111062068320		111064528457		111066776735		111068277586		111069633123		111071011801		111072144944		111073050053		111073903926		111074719472		111075507018		111076242925		111076905167		111077510586		111078076078		111078668301		111079157563
111034426293		111052877024		111058653415		111062068599		111064528479		111066779840		111068278015		111069633392		111071011856		111072145215		111073050154		111073904208		111074719618		111075507041		111076243050		111076905178		111077510610		111078076168		111078668389		111079157675
111034430377		111052882312		111058657543		111062068678		111064529223		111066780189		111068278554		111069633842		111071012295		111072145518		111073050356		111073904398		111074720407		111075507300		111076243072		111076905235		111077510913		111078076247		111078668918		111079158801
111034430614		111052887047		111058657879		111062071009		111064529571		111066780910		111068278666		111069634067		111071014804		111072145574		111073050660		111073904512		111074721172		111075507568		111076243151		111076905268		111077511284		111078076539		111078669144		111079159138
111034432931		111052891749		111058662370		111062072224		111064530203		111066782316		111068278734		111069634124		111071014882		111072146913		111073050794		111073904578		111074721318		111075508345		111076244028		111076905404		111077511622		111078076584		111078669302		111079159161
111034433516		111052896014		111058664529		111062072246		111064531473		111066783700		111068278891		111069634214		111071015388		111072147600		111073051649		111073904871		111074721891		111075508367		111076244242		111076905459		111077512241		111078076731		111078669391		111079159329
111034459884		111052898498		111058668466		111062072268		111064531811		111066785443		111068278981		111069635192		111071016907		111072148072		111073051740		111073905579		111074721936		111075508424		111076244253		111076905516		111077513130		111078076764		111078670360		111079159543
111034460505		111052899118		111058668781		111062072392		111064532205		111066785544		111068280120		111069635923		111071017380		111072148139		111073051852		111073905827		111074722140		111075508457		111076245467		111076907866		111077513534		111078076775		111078670528		111079159565
111034464598		111052909727		111058669759		111062073809		111064532687		111066788873		111068280568		111069635945		111071018213		111072148274		111073051885		111073905872		111074722252		111075508491		111076245760		111076908047		111077514467		111078077035		111078671541		111079159587
111034470517		111052914194		111058670885		111062074079		111064533767		111066789324		111068281121		111069637239		111071018404		111072148577		111073052033		111073906075		111074722432		111075508547		111076245816		111076908069		111077514490		111078077080		111078671697		111079159767
111034476377		111052915005		111058673822		111062074114		111064535668		111066790663		111068281244		111069638049		111071018921		111072149657		111073052156		111073906233		111074723174		111075508693		111076245849		111076908081		111077515626		111078077383		111078671912		111079159880
111034479314		111052915342		111058677512		111062074158		111064536928		111066794588		111068282908		111069638780		111071020485		111072149770		111073052448		111073907009		111074723253		111075509830		111076245995		111076908159		111077515974		111078077765		111078672159		111079159891
111034483173		111052921439		111058679772		111062074574		111064538212		111066794814		111068283011		111069640929		111071020586		111072149938		111073053371		111073907324		111074723309		111075509863		111076246536		111076908249		111077516447		111078078597		111078672238		111079160578
111034489214		111052922193		111058680280		111062077016		111064541171		111066794847		111068283077		111069641391		111071021295		111072150648		111073054136		111073907997		111074723310		111075510113		111076247111		111076909240		111077516605		111078078755		111078672250		111079160624
111034500780		111052928425		111058681045		111062081910		111064541182		111066794904		111068283572		111069643281		111071021363		111072151379		111073054282		111073909539		111074723736		111075510584		111076247144		111076909453		111077516728		111078078845		111078672328		111079160646
111034511625		111052937278		111058681304		111062083361		111064542150		111066794937		111068285293		111069643438		111071022342		111072151650		111073054361		111073909696		111074723871		111075510832		111076247199		111076909633		111077516863		111078079071		111078672395		111079160691
111034515528		111052940520		111058681573		111062083899		111064542295		111066795219		111068285327		111069643551		111071022656		111072151728		111073055698		111073910227		111074723916		111075511619		111076247290		111076909734		111077517752		111078080297		111078672711		111079160747
111034520906		111052946346		111058681663		111062084069		111064543061		111066796120		111068286430		111069644428		111071023433		111072152718		111073055801		111073910856		111074724041		111075511899		111076247795		111076910848		111077518731		111078080343		111078673486		111079161489
111034536756		111052949899		111058682833		111062085925		111064543465		111066798122		111068286788		111069644552		111071023501		111072153056		111073056789		111073910913		111074724355		111075512092		111076247874		111076911311		111077518742		111078080354		111078673677		111079161883
111034545442		111052954389		111058686332		111062085981		111064545007		111066798605		111068286845		111069644664		111071024861		111072153157		111073057061		111073912487		111074724366		111075512193		111076248011		111076911388		111077519866		111078080422		111078673789		111079162244
111034551416		111052955043		111058688053		111062086162		111064545029		111066798638		111068286856		111069645766		111071026784		111072153326		111073058679		111073913185		111074724445		111075513341		111076248224		111076911399		111077519877		111078081591		111078674690		111079162413
111034557377		111052958945		111058691316		111062088243		111064546222		111066798841		111068286946		111069646464		111071026920		111072154035		111073059119		111073913545		111074725783		111075513352		111076248640		111076911861		111077520701		111078081603		111078674915		111079162503
111034557423		111052959328		111058693363		111062088995		111064548066		111066799796		111068287385		111069647342		111071027606		111072154215		111073060245		111073913567		111074725974		111075513431		111076248662		111076912020		111077520813		111078081636		111078675040		111079162615
111034560911		111052965662		111058694476		111062089895		111064548156		111066800351		111068287510		111069647948		111071027617		111072154428		111073060346		111073913736		111074726223		111075513464		111076248785		111076912323		111077521005		111078081805		111078675062		111079162738
111034564072		111052967158		111058694937		111062090134		111064548729		111066800711		111068289556		111069649018		111071029383		111072154721		111073060548		111073913804		111074726290		111075513510		111076248921		111076912345		111077521049		111078081827		111078675219		111079162840
111034566737		111052975472		111058695501		111062091977		111064549629		111066801059		111068289994		111069649939		111071029518		111072154901		111073060896		111073913905		111074726492		111075513756		111076249135		111076912985		111077521162		111078081849		111078675556		111079162862
111034567862		111052977913		111058700272		111062094712		111064549797		111066801161		111068290479		111069649984		111071029934		111072155755		111073060920		111073913983		111074726571		111075513879		111076249630		111076913751		111077521757		111078082008		111078675602		111079162884
111034569000		111052979780		111058700328		111062097568		111064550306		111066802173		111068290693		111069650616		111071031230		111072156419		111073061561		111073915020		111074727583		111075514038		111076250823		111076914112		111077521870		111078082053		111078675657		111079162941
111034569550		111052979814		111058701419		111062098211		111064552140		111066802319		111068292785		111069651044		111071031544		111072156611		111073061921		111073915266		111074727662		111075515118		111076251138		111076914123		111077522354		111078082435		111078675725		111079163560
111034570169		111052983268		111058701453		111062100541		111064552184		111066803950		111068294697		111069651820		111071032286		111072156970		111073061965		111073915615		111074727673		111075516175		111076251363		111076914909		111077522411		111078082536		111078676456		111079163616
111034581385		111052989163		111058706694		111062101890		111064553501		111066804018		111068295014		111069652168		111071032545		111072157083		111073063855		111073915749		111074728281		111075516186		111076251396		111076914954		111077522512		111078083188		111078676557		111079163649
111034586874		111052992011		111058706706		111062102521		111064554850		111066805277		111068297184		111069652281		111071033872		111072157421		111073063899		111073915783		111074728304		111075516524		111076251431		111076915135		111077522657		111078083245		111078677424		111079163661
111034590318		111052996903		111058710879		111062102622		111064556425		111066805930		111068298107		111069652775		111071034008		111072158679		111073063990		111073915873		111074728337		111075516726		111076252207		111076915179		111077523142		111078083289		111078678032		111079163728
111034590969		111052998387		111058711218		111062104107		111064556829		111066806087		111068298310		111069652786		111071034626		111072158769		111073064182		111073916133		111074729293		111075517244		111076252814		111076915191		111077523333		111078083324		111078679055		111079164134
111034605438		111053002610		111058713063		111062104343		111064558225		111066806492		111068299669		111069652977		111071035986		111072158837		111073064430		111073916223		111074729316		111075517592		111076253534		111076915203		111077523355		111078083447		111078679460		111079164347
111034607632		111053002777		111058713377		111062105041		111064558887		111066807112		111068300752		111069653361		111071036224		111072159658		111073064777		111073916571		111074729406		111075517615		111076253556		111076915742		111077524053		111078083661		111078679550		111079164819
111034611288		111053006119		111058714750		111062109517		111064560396		111066807695		111068301269		111069654137		111071036279		111072159748		111073064788		111073916616		111074729484		111075517671		111076254120		111076915988		111077525245		111078083852		111078679572		111079165089
111034623337		111053007110		111058718226		111062110711		111064563041		111066807987		111068302923		111069654339		111071036415		111072159973		111073064991		111073916717		111074729620		111075518885		111076254210		111076916002		111077525289		111078084628		111078679651		111079165102
111034624596		111053009011		111058718697		111062111880		111064563513		111066808113		111068303294		111069655510		111071036471		111072160065		111073065778		111073917033		111074729833		111075518953		111076254625		111076917306		111077525548		111078084842		111078679684		111079165214
111034627678		111053017166		111058720364		111062112027		111064563759		111066810037		111068304611		111069655824		111071036594		111072160773		111073065789		111073917268		111074730330		111075519000		111076254940		111076917722		111077525616		111078084886		111078681519		111079165236
111034635813		111053019023		111058722412		111062114513		111064563782		111066813298		111068304666		111069656005		111071036921		111072161022		111073066320		111073918102		111074730431		111075519033		111076255244		111076917788		111077525672		111078085067		111078681733		111079165359
111034636151		111053022421		111058723727		111062118540		111064564390		111066814682		111068304846		111069656016		111071037584		111072161055		111073066544		111073918528		111074730521		111075519561		111076256098		111076918284		111077525728		111078086226		111078681991		111079165360
111034646679		111053025053		111058725819		111062118887		111064564480		111066815560		111068306332		111069656263		111071040151		111072161066		111073067679		111073918988		111074730554		111075520798		111076256122		111076918408		111077525751		111078086372		111078682206		111079165595
111034656445		111053026627		111058726315		111062123894		111064564592		111066815920		111068307872		111069656588		111071040599		111072161099		111073067781		111073919204		111074730598		111075520888		111076256289		111076918824		111077525830		111078086473		111078682228		111079165966
111034668066		111053031836		111058728878		111062125144		111064565155		111066816370		111068307894		111069656768		111071041400		111072161819		111073069143		111073919530		111074731229		111075521216		111076256324		111076918879		111077525863		111078086585		111078682329		111079165988
111034682028		111053034042		111058734404		111062125188		111064565177		111066816651		111068307939		111069657972		111071041590		111072162922		111073070516		111073919709		111074731252		111075521384		111076257460		111076919791		111077526101		111078087272		111078682363		111079166046
111034697248		111053036145		111058737070		111062126909		111064566853		111066817832		111068308008		111069658265		111071042434		111072164261		111073070651		111073920442		111074731285		111075521407		111076257516		111076919869		111077526628		111078087799		111078682486		111079166068
111034705349		111053038912		111058738475		111062128787		111064569643		111066818091		111068308233		111069660415		111071043389		111072165396		111073071168		111073921780		111074731678		111075521610		111076257662		111076920434		111077526640		111078087834		111078682497		111079166338
111034717689		111053041017		111058739645		111062129205		111064570960		111066819351		111068309649		111069664576		111071043435		111072165464		111073071405		111073922107		111074732039		111075521711		111076257673		111076920737		111077526932		111078087991		111078682611		111079166372
111034721684		111053051186		111058739960		111062130780		111064575280		111066819913		111068309650		111069665375		111071044605		111072165699		111073071933		111073922118		111074732376		111075521733		111076257998		111076920973		111077527067		111078088150		111078683645		111079166417
111034730673		111053051579		111058741187		111062131770		111064582356		111066819924		111068310180		111069665487		111071044661		111072165981		111073072103		111073922141		111074732792		111075522532		111076258607		111076921110		111077527225		111078088352		111078683724		111079166440
111034753207		111053053469		111058741480		111062132119		111064582378		111066821129		111068310405		111069666297		111071044795		111072166274		111073072114		111073922185		111074732871		111075522565		111076259181		111076922043		111077527258		111078088420		111078684837		111079166552
111034755221		111053059139		111058743864		111062132861		111064583829		111066821297		111068311653		111069666343		111071046450		111072166522		111073072136		111073923030		111074732893		111075522789		111076259495		111076922683		111077527270		111078088453		111078684860		111079166596
111034759821		111053070693		111058747015		111062133042		111064584550		111066821376		111068312542		111069668323		111071047002		111072166689		111073072383		111073923119		111074733265		111075523409		111076259518		111076922740		111077527304		111078089050		111078684949		111079166619
111034760216		111053071908		111058754372		111062133918		111064584943		111066822850		111068312777		111069668693		111071047743		111072167534		111073072417		111073923478		111074734288		111075523443		111076259541		111076922773		111077527539		111078089870		111078685210		111079166631
111034768337		111053077926		111058754383		111062134122		111064584987		111066822928		111068312889		111069668840		111071050376		111072167826		111073072608		111073923591		111074734514		111075523487		111076259596		111076922919		111077527630		111078090287		111078685377		111079166697
111034776707		111053084362		111058756723		111062136809		111064586686		111066823705		111068313420		111069669784		111071050556		111072168131		111073072912		111073923625		111074734659		111075523544		111076259608		111076922997		111077527843		111078090298		111078685513		111079166732
111034778181		111053096972		111058757274		111062136821		111064589375		111066823974		111068313497		111069670168		111071051816		111072168153		111073073171		111073923816		111074734660		111075523948		111076259877		111076923448		111077527876		111078090399		111078685917		111079167171

SCH-A-5


Loan Number	Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number
111034778585		111053099032		111058758567		111062138856		111064589465		111066824098		111068314959		111069670618		111071051827		111072169480		111073073249		111073924121		111074735267		111075524646		111076260419		111076923460		111077529261		111078091637		111078685984		111079167553
111034781501		111053099526		111058760289		111062139936		111064589487		111066824188		111068315714		111069670753		111071051906		111072170459		111073073531		111073925199		111074735863		111075524983		111076261768		111076923639		111077529294		111078091671		111078686086		111079168341
111034786281		111053103443		111058765015		111062140422		111064590658		111066824324		111068315961		111069670966		111071054123		111072170976		111073073979		111073925706		111074737090		111075525142		111076262578		111076925192		111077529384		111078091738		111078686244		111079168486
111034797991		111053104297		111058775207		111062142525		111064590726		111066824571		111068316456		111069673565		111071055360		111072172327		111073074060		111073925762		111074737348		111075525333		111076263030		111076925259		111077529395		111078091930		111078686301		111079168497
111034798554		111053104501		111058775612		111062142637		111064590894		111066825213		111068316603		111069674005		111071055438		111072172350		111073074251		111073926279		111074737461		111075525467		111076263254		111076925710		111077529418		111078092043		111078686312		111079168734
111034801762		111053110722		111058776938		111062144291		111064591198		111066825347		111068317558		111069674106		111071055494		111072172417		111073074420		111073926280		111074738002		111075525535		111076263300		111076926654		111077529788		111078092133		111078686615		111079169038
111034812090		111053118674		111058779245		111062144943		111064592199		111066825673		111068317581		111069675310		111071056541		111072173610		111073075151		111073926404		111074738013		111075525647		111076263962		111076927273		111077530106		111078092357		111078687166		111079169083
111034816487		111053122871		111058779739		111062146114		111064592223		111066826034		111068318773		111069675950		111071056855		111072173698		111073075285		111073926527		111074738158		111075525669		111076264211		111076927442		111077530364		111078093831		111078687245		111079169117
111034826163		111053127225		111058780269		111062147418		111064595811		111066826427		111068319099		111069675972		111071057104		111072175083		111073075386		111073927810		111074738800		111075525782		111076264255		111076927622		111077531848		111078093910		111078687256		111079169184
111034830416		111053130353		111058780641		111062148598		111064595822		111066826517		111068319134		111069676175		111071057339		111072176387		111073076398		111073927843		111074738945		111075525838		111076264873		111076927723		111077531893		111078094191		111078687267		111079169207
111034842060		111053134784		111058781158		111062149476		111064597778		111066826843		111068320620		111069676322		111071058408		111072176691		111073076714		111073927933		111074740072		111075526008		111076264918		111076928612		111077531983		111078094506		111078687582		111079169599
111034849124		111053137710		111058782823		111062149689		111064597981		111066827990		111068321339		111069676333		111071059072		111072176758		111073076950		111073928215		111074740522		111075526233		111076265694		111076928689		111077532052		111078095798		111078687740		111079169713
111034854490		111053138665		111058786052		111062152166		111064598599		111066828014		111068322341		111069676883		111071060692		111072176837		111073076983		111073928226		111074740689		111075527683		111076265728		111076928746		111077533389		111078096384		111078687795		111079169814
111034874111		111053138867		111058786085		111062152504		111064601167		111066828159		111068322408		111069677749		111071060715		111072179368		111073077478		111073929407		111074740702		111075527830		111076265829		111076928836		111077533468		111078096553		111078688482		111079169926
111034875178		111053144011		111058789606		111062153954		111064602247		111066828384		111068323061		111069678155		111071061075		111072179986		111073077490		111073929441		111074740825		111075528077		111076266651		111076929972		111077533749		111078096586		111078688493		111079169937
111034876865		111053144662		111058790877		111062154337		111064602269		111066828654		111068323252		111069678470		111071061312		111072180449		111073078109		111073929496		111074741310		111075528088		111076266808		111076930570		111077533851		111078096856		111078688505		111079170142
111034877103		111053144842		111058792240		111062154382		111064604564		111066828924		111068324118		111069679088		111071061547		111072180595		111073079133		111073929722		111074742412		111075528325		111076266909		111076930581		111077534380		111078096991		111078688640		111079171200
111034882008		111053147250		111058792396		111062154887		111064604788		111066829891		111068325760		111069679291		111071062425		111072180720		111073079740		111073930016		111074742939		111075528808		111076267089		111076930604		111077534706		111078097127		111078688651		111079171479
111034921787		111053147283		111058794242		111062155439		111064604867		111066830411		111068326738		111069679617		111071063998		111072181114		111073079829		111073931039		111074743828		111075529146		111076267517		111076930716		111077534885		111078097251		111078688730		111079171547
111034923004		111053150456		111058795513		111062155800		111064609165		111066831692		111068326974		111069681519		111071065956		111072181259		111073080067		111073931556		111074743985		111075529696		111076269104		111076930738		111077535202		111078097701		111078688875		111079171569
111034927581		111053157510		111058801533		111062157059		111064612653		111066831760		111068327593		111069681867		111071065990		111072181541		111073080135		111073931602		111074744683		111075529742		111076269429		111076931302		111077535415		111078097936		111078688943		111079171581
111034938246		111053160750		111058802837		111062157846		111064614217		111066832356		111068327649		111069682936		111071066328		111072182003		111073080494		111073932153		111074745695		111075530025		111076269575		111076931391		111077535820		111078098689		111078689270		111079171592
111034939236		111053162875		111058803254		111062162527		111064617591		111066833087		111068327751		111069683094		111071067970		111072182250		111073081035		111073932546		111074745909		111075530058		111076270645		111076931605		111077536135		111078098825		111078689821		111079171750
111034974549		111053163292		111058804806		111062164013		111064618301		111066833188		111068327852		111069683690		111071068229		111072182283		111073081271		111073932614		111074746089		111075530957		111076270847		111076931739		111077536203		111078099006		111078689911		111079172087
111034983213		111053168534		111058810869		111062165913		111064620540		111066833728		111068328460		111069685131		111071069040		111072182384		111073083925		111073934177		111074746337		111075531408		111076271332		111076931852		111077536292		111078099028		111078689999		111079172133
111034985260		111053170379		111058813435		111062167779		111064620584		111066833762		111068330485		111069685232		111071070536		111072182766		111073083936		111073934199		111074746348		111075532049		111076271398		111076931863		111077536472		111078099084		111078690003		111079172302
111034987363		111053171752		111058814223		111062169861		111064621428		111066833852		111068332094		111069687234		111071070761		111072182845		111073084162		111073934313		111074747822		111075533321		111076271466		111076932246		111077536595		111078099231		111078690924		111079172379
111034991234		111053177084		111058816775		111062171279		111064623408		111066835933		111068332702		111069687762		111071071739		111072183576		111073085286		111073934436		111074748340		111075534153		111076271624		111076932358		111077536775		111078099376		111078691127		111079172593
111034991896		111053180583		111058818542		111062173518		111064625084		111066837227		111068333264		111069688752		111071071762		111072183587		111073085310		111073934559		111074748474		111075534917		111076272096		111076932437		111077537901		111078099815		111078691307		111079172638
111035021712		111053183025		111058818979		111062174306		111064625501		111066838420		111068333488		111069688921		111071071885		111072184230		111073085398		111073934650		111074748531		111075534928		111076272119		111076933630		111077538395		111078101437		111078691374		111079172649
111035022285		111053183069		111058819127		111062174777		111064627761		111066838958		111068333646		111069690283		111071071953		111072184241		111073085444		111073934919		111074748722		111075535176		111076272120		111076933797		111077538463		111078102180		111078691453		111079172672
111035030183		111053184116		111058821456		111062177499		111064627840		111066840580		111068333680		111069690878		111071073517		111072184476		111073086344		111073935033		111074748957		111075535345		111076272760		111076934125		111077538485		111078102269		111078691778		111079172728
111035050354		111053186961		111058823289		111062178018		111064629493		111066840850		111068333781		111069691633		111071073562		111072184555		111073086445		111073935167		111074750028		111075536818		111076273020		111076934136		111077538665		111078102506		111078691789		111079173167
111035056013		111053188996		111058823302		111062178030		111064629910		111066840883		111068334995		111069691666		111071076521		111072184577		111073087435		111073935572		111074750073		111075537246		111076273266		111076934204		111077538812		111078103271		111078691879		111079173448
111035066980		111053191440		111058823537		111062179952		111064632701		111066841323		111068338348		111069692577		111071077027		111072184724		111073087828		111073935998		111074750084		111075538450		111076273288		111076934451		111077539824		111078103282		111078692522		111079173617
111035068162		111053195444		111058828352		111062182046		111064632767		111066843594		111068338742		111069692904		111071077106		111072185725		111073088032		111073936292		111074750208		111075538517		111076273413		111076934642		111077539970		111078103350		111078692577		111079174135
111035084092		111053199347		111058829049		111062184947		111064634129		111066843875		111068340329		111069693051		111071077409		111072186164		111073088065		111073936360		111074750275		111075539530		111076274997		111076934899		111077540185		111078103912		111078693411		111079174179
111035106301		111053201936		111058829050		111062186501		111064634141		111066843921		111068340363		111069693781		111071078219		111072186366		111073088166		111073936708		111074750309		111075540880		111076275066		111076935182		111077540220		111078104148		111078694456		111079174629
111035106402		111053205244		111058839297		111062186556		111064634488		111066843987		111068340868		111069694502		111071079221		111072186760		111073088313		111073937125		111074750376		111075542073		111076275471		111076936385		111077540613		111078104261		111078695132		111079174685
111035108910		111053206335		111058842583		111062187636		111064635771		111066845293		111068341353		111069694579		111071079614		111072186928		111073088335		111073937631		111074750422		111075543366		111076276720		111076936521		111077540927		111078104609		111078695255		111079175169
111035118157		111053211386		111058845665		111062188121		111064637290		111066846205		111068341667		111069695716		111071080605		111072187468		111073089392		111073937899		111074751119		111075543467		111076277327		111076936879		111077540938		111078105206		111078695299		111079175204
111035142446		111053212219		111058848095		111062189201		111064638932		111066846777		111068343524		111069696852		111071080863		111072188380		111073089404		111073938698		111074751175		111075543580		111076277406		111076936925		111077541041		111078105419		111078695367		111079175237
111035152290		111053212848		111058849030		111062189896		111064640227		111066846823		111068343951		111069697459		111071080919		111072188649		111073089909		111073938700		111074751186		111075543951		111076277451		111076937050		111077541120		111078105565		111078695479		111079175350
111035162695		111053213759		111058849300		111062193442		111064641194		111066849208		111068344031		111069699585		111071081291		111072188997		111073090046		111073939745		111074751580		111075544031		111076277675		111076937162		111077541670		111078105611		111078695806		111079175552
111035166778		111053215087		111058849311		111062194410		111064641239		111066849703		111068344929		111069699653		111071082360		111072189606		111073090147		111073939802		111074751614		111075546044		111076278238		111076937252		111077541805		111078106656		111078696234		111079175620
111035167421		111053220184		111058855813		111062194588		111064642296		111066850097		111068345065		111069701770		111071083428		111072189741		111073090686		111073940253		111074751636		111075546077		111076278755		111076937421		111077541973		111078106915		111078697099		111079176339
111035172449		111053229116		111058860549		111062196883		111064642500		111066850761		111068346101		111069703233		111071084373		111072189820		111073091395		111073941445		111074752176		111075546774		111076278935		111076937634		111077542109		111078107152		111078697448		111079176643
111035188648		111053231467		111058871169		111062198098		111064643567		111066850974		111068346134		111069705178		111071085497		111072189886		111073091508		111073941603		111074752200		111075547078		111076279004		111076937667		111077542457		111078107466		111078697493		111079176722
111035191204		111053232323		111058871967		111062201857		111064644692		111066851391		111068346437		111069705606		111071085598		111072190440		111073091878		111073941715		111074752817		111075547663		111076279543		111076937858		111077542480		111078107499		111078697628		111079176890
111035194960		111053233560		111058877356		111062202522		111064645918		111066851661		111068346640		111069706900		111071087107		111072191575		111073092936		111073943391		111074753065		111075547809		111076279587		111076937959		111077542491		111078107691		111078698023		111079176902
111035202308		111053235708		111058879189		111062202724		111064647336		111066851773		111068346909		111069707316		111071087703		111072191979		111073093027		111073944189		111074753289		111075548237		111076279824		111076939603		111077542682		111078107927		111078698427		111079178454
111035202870		111053247318		111058883397		111062206403		111064648135		111066851885		111068347180		111069707675		111071088210		111072192262		111073093049		111073944527		111074753694		111075548664		111076280208		111076940201		111077542750		111078108793		111078698483		111079179163
111035210420		111053247419		111058883656		111062206997		111064648865		111066855081		111068347359		111069708508		111071090303		111072192475		111073093241		111073945360		111074754202		111075548787		111076280501		111076940380		111077542794		111078108827		111078698607		111079179264
111035236989		111053251537		111058886738		111062207730		111064650464		111066856341		111068347528		111069708586		111071091304		111072193678		111073093724		111073945371		111074754213		111075549711		111076280859		111076940920		111077544055		111078108849		111078700049		111079179332
111035248386		111053252202		111058891408		111062207796		111064650880		111066856655		111068348439		111069708643		111071091810		111072194310		111073094275		111073945393		111074754224		111075549777		111076280949		111076941167		111077544189		111078110224		111078700241		111079179578
111035250558		111053254125		111058891419		111062208191		111064651847		111066857128		111068348541		111069710129		111071092226		111072196693		111073094646		111073945832		111074754268		111075549823		111076281221		111076941347		111077544314		111078110303		111078700724		111079179590
111035256554		111053259276		111058898494		111062209484		111064652163		111066857612		111068349171		111069710321		111071094004		111072197504		111073095489		111073945887		111074754493		111075549946		111076281311		111076941662		111077544392		111078110381		111078700746		111079180121
111035261639		111053262832		111058898629		111062211296		111064652578		111066857870		111068349609		111069710501		111071094217		111072198000		111073095524		111073946091		111074754550		111075550241		111076281423		111076942090		111077544796		111078110459		111078700993		111079180233
111035273441		111053263631		111058899406		111062211689		111064653153		111066858860		111068350308		111069710512		111071094835		111072198235		111073095760		111073947104		111074754718		111075550274		111076281513		111076942720		111077545023		111078110730		111078701051		111079180378

SCH-A-6


Loan Number	Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number
111035285949		111053266959		111058900689		111062213322		111064654873		111066859355		111068351860		111069711074		111071095184		111072199180		111073096705		111073947115		111074754853		111075551477		111076281524		111076942821		111077545180		111078110741		111078701398		111079180491
111035290114		111053270112		111058901680		111062213726		111064655425		111066859580		111068352401		111069713784		111071095263		111072199506		111073096817		111073947238		111074755023		111075551804		111076281906		111076943282		111077545832		111078110763		111078701848		111079180570
111035294657		111053271461		111058903446		111062215571		111064656167		111066859669		111068352760		111069714088		111071095533		111072199685		111073097032		111073947328		111074755719		111075551972		111076281928		111076943361		111077545898		111078110954		111078702074		111079180839
111035309340		111053272338		111058903491		111062216055		111064656426		111066859894		111068353569		111069715168		111071095544		111072200105		111073097425		111073947418		111074755999		111075552300		111076281939		111076943473		111077545955		111078111135		111078702580		111079180929
111035309597		111053272484		111058908294		111062216640		111064658237		111066861190		111068354526		111069716800		111071096343		111072200879		111073097470		111073947867		111074756620		111075553165		111076282187		111076943653		111077545999		111078111540		111078702737		111079181302
111035313301		111053272608		111058910837		111062217922		111064659070		111066863237		111068354627		111069717957		111071096747		111072201072		111073097920		111073948127		111074757182		111075553176		111076283762		111076943710		111077546316		111078111832		111078702995		111079181852
111035314526		111053273205		111058910848		111062219047		111064659193		111066863327		111068355314		111069718981		111071096770		111072201432		111073097942		111073948206		111074757586		111075553479		111076283818		111076943765		111077546383		111078111865		111078703345		111079181931
111035317462		111053276163		111058912301		111062219687		111064659654		111066864957		111068355943		111069719689		111071097311		111072201577		111073097997		111073948587		111074757878		111075553536		111076283964		111076944711		111077546620		111078113564		111078703918		111079181997
111035332201		111053276286		111058912413		111062219845		111064662973		111066865059		111068356887		111069719971		111071097478		111072201746		111073098910		111073948644		111074758352		111075554504		111076284011		111076945105		111077546653		111078114048		111078703952		111079182101
111035333291		111053279256		111058913582		111062220195		111064663042		111066865093		111068357057		111069720838		111071097704		111072204671		111073099001		111073948891		111074758453		111075554571		111076284594		111076945284		111077547519		111078114116		111078704032		111079182112
111035345722		111053279526		111058915393		111062225189		111064663952		111066866005		111068357305		111069721020		111071097939		111072204884		111073099955		111073949151		111074758879		111075555808		111076284774		111076945723		111077547553		111078114239		111078704739		111079182437
111035351077		111053281439		111058919948		111062230523		111064664267		111066867488		111068360017		111069721222		111071100260		111072204907		111073100048		111073949230		111074759016		111075556506		111076285955		111076946117		111077547665		111078114318		111078705077		111079182493
111035351853		111053283914		111058919960		111062235247		111064665549		111066867927		111068360646		111069722740		111071102239		111072205098		111073101892		111073949588		111074759139		111075557428		111076285966		111076946184		111077547845		111078114352		111078705134		111079182752
111035363889		111053284926		111058923639		111062235786		111064666405		111066867983		111068361108		111069723077		111071102532		111072205290		111073102039		111073950412		111074759207		111075557709		111076286114		111076946746		111077548015		111078114846		111078705808		111079182763
111035378841		111053297010		111058923820		111062235944		111064673942		111066868164		111068361265		111069723617		111071102756		111072205627		111073102848		111073951592		111074759814		111075557754		111076286192		111076946825		111077548206		111078115016		111078705864		111079183012
111035384691		111053297100		111058925732		111062236103		111064676215		111066868546		111068361737		111069723651		111071103779		111072206291		111073103298		111073952188		111074760849		111075557822		111076286495		111076946858		111077548239		111078115353		111078706023		111079183113
111035399439		111053297975		111058926801		111062236765		111064676259		111066869323		111068362200		111069723673		111071103971		111072207607		111073103355		111073952571		111074761222		111075557877		111076286844		111076946993		111077548408		111078116321		111078706191		111079183247
111035402412		111053298358		111058927431		111062238611		111064676877		111066870538		111068363324		111069723921		111071104062		111072207641		111073103412		111073952649		111074761323		111075557901		111076287047		111076947804		111077549252		111078116455		111078706315		111079183304
111035412581		111053312153		111058931111		111062242223		111064677339		111066871168		111068363414		111069724797		111071104130		111072208215		111073104075		111073953459		111074761446		111075557934		111076287148		111076948456		111077549409		111078116512		111078706371		111079183326
111035430109		111053312647		111058931627		111062242470		111064679049		111066871696		111068363469		111069725259		111071104185		111072209148		111073104200		111073953606		111074761491		111075558542		111076287159		111076948535		111077549443		111078116714		111078706461		111079183607
111035440188		111053319059		111058932358		111062243572		111064679577		111066871720		111068363706		111069725282		111071104488		111072209238		111073104266		111073954247		111074761671		111075558553		111076287249		111076948760		111077549544		111078116804		111078706472		111079184002
111035444519		111053327531		111058933528		111062244180		111064680276		111066873014		111068364369		111069727004		111071104578		111072209801		111073104367		111073954270		111074761952		111075559138		111076287328		111076948782		111077550085		111078117737		111078706540		111079184046
111035446410		111053333358		111058934383		111062244450		111064680692		111066874127		111068364831		111069728016		111071105580		111072211286		111073105223		111073954618		111074762010		111075559341		111076288509		111076948906		111077550186		111078118031		111078707361		111079184136
111035468931		111053334001		111058935250		111062246104		111064681716		111066876220		111068366394		111069728689		111071106705		111072212007		111073105289		111073954843		111074762256		111075559431		111076289690		111076948973		111077550704		111078118097		111078707406		111079184833
111035474163		111053335956		111058936778		111062246148		111064685743		111066877669		111068366574		111069728915		111071107515		111072212344		111073105964		111073955697		111074762368		111075560006		111076290300		111076949086		111077551008		111078118110		111078707619		111079184888
111035491690		111053336621		111058940795		111062246711		111064686586		111066877771		111068368004		111069728948		111071107863		111072212579		111073106022		111073956902		111074762942		111075560736		111076290344		111076949491		111077551266		111078118424		111078707653		111079185856
111035497809		111053336722		111058942191		111062246744		111064686609		111066878536		111068369522		111069729949		111071109416		111072212580		111073106257		111073957161		111074763224		111075561300		111076290401		111076949659		111077551312		111078118480		111078707732		111079186026
111035506978		111053338498		111058942663		111062247149		111064686801		111066878840		111068369814		111069730042		111071109450		111072212603		111073107135		111073957442		111074763235		111075561669		111076292661		111076949907		111077551457		111078118873		111078708081		111079186756
111035514023		111053338588		111058945936		111062247903		111064686878		111066879100		111068371109		111069730536		111071109573		111072212614		111073107179		111073957611		111074763279		111075561748		111076292683		111076951113		111077552470		111078118907		111078708788		111079186835
111035532416		111053342842		111058950785		111062249365		111064687486		111066881372		111068371255		111069730963		111071109641		111072212748		111073107281		111073957790		111074763493		111075562132		111076292740		111076951168		111077552537		111078119795		111078708889		111079187319
111035534463		111053343337		111058951001		111062250075		111064687521		111066882968		111068373695		111069731177		111071109832		111072212759		111073107663		111073957879		111074763527		111075562266		111076294056		111076951304		111077552908		111078119874		111078709543		111079187443
111035544666		111053343641		111058952956		111062253157		111064689400		111066883037		111068374449		111069731212		111071110014		111072213031		111073109205		111073958128		111074764270		111075562299		111076294281		111076951911		111077553022		111078119975		111078709734		111079187656
111035553925		111053356252		111058955476		111062255182		111064690031		111066883206		111068376632		111069731278		111071110070		111072214627		111073109418		111073958229		111074765574		111075562479		111076294461		111076952158		111077554023		111078120045		111078710231		111079188523
111035555545		111053356320		111058962159		111062255418		111064690176		111066883295		111068377385		111069731290		111071110160		111072215897		111073109812		111073958241		111074766834		111075562558		111076294472		111076952248		111077554461		111078120225		111078710253		111079188590
111035557671		111053359862		111058964993		111062256891		111064692336		111066883453		111068378588		111069731470		111071110823		111072216135		111073110960		111073958487		111074766867		111075562749		111076294900		111076952259		111077555541		111078120236		111078710804		111079188916
111035557750		111053361832		111058967749		111062261550		111064692651		111066883464		111068380019		111069731526		111071111396		111072216562		111073111028		111073958533		111074767767		111075563122		111076295103		111076952596		111077555686		111078120685		111078711243		111079189502
111035557839		111053367265		111058969561		111062261998		111064692763		111066883521		111068380851		111069731683		111071111475		111072216618		111073111365		111073958993		111074767778		111075563199		111076295169		111076952642		111077556340		111078120696		111078711287		111079190201
111035577112		111053373600		111058969617		111062265464		111064693258		111066883532		111068381144		111069732897		111071111846		111072217484		111073112276		111073959433		111074768252		111075564730		111076295608		111076953744		111077556452		111078120731		111078711704		111079190672
111035597338		111053375905		111058973117		111062265857		111064693472		111066883790		111068381278		111069734620		111071112106		111072217541		111073113020		111073960266		111074768656		111075564987		111076295631		111076954048		111077556463		111078120900		111078711805		111079190751
111035609657		111053380271		111058973926		111062266308		111064695597		111066885769		111068382538		111069735047		111071112454		111072218317		111073113783		111073960918		111074768937		111075565034		111076296092		111076954194		111077556722		111078121136		111078712198		111079190841
111035609815		111053384141		111058977975		111062266601		111064695812		111066887198		111068383483		111069735070		111071112498		111072219071		111073114087		111073961111		111074768960		111075565742		111076296104		111076954262		111077556755		111078121147		111078712402		111079191189
111035621730		111053384848		111058978022		111062267691		111064696082		111066887413		111068384215		111069735430		111071112500		111072219644		111073115820		111073961177		111074771177		111075565911		111076296115		111076954341		111077557824		111078121440		111078712491		111079191213
111035631607		111053404582		111058980340		111062268557		111064696789		111066888683		111068384350		111069735508		111071112533		111072219655		111073115886		111073961425		111074771515		111075566103		111076296722		111076954408		111077558229		111078121451		111078712514		111079191291
111035647794		111053409903		111058980878		111062269277		111064697803		111066888784		111068386958		111069736194		111071113332		111072220039		111073116304		111073961526		111074771661		111075566899		111076296834		111076954419		111077558296		111078121945		111078712659		111079191493
111035650989		111053411322		111058982678		111062271168		111064697814		111066889549		111068387072		111069737555		111071113523		111072220129		111073117002		111073961582		111074772606		111075567081		111076296935		111076954554		111077559433		111078122126		111078713290		111079191527
111035666368		111053413054		111058985772		111062272338		111064699478		111066889864		111068387353		111069737735		111071113590		111072220927		111073117170		111073961863		111074772820		111075567496		111076297149		111076954835		111077560132		111078122261		111078713773		111079191550
111035700086		111053420726		111058986098		111062273542		111064699580		111066889897		111068388321		111069738073		111071114489		111072221670		111073117215		111073962022		111074772965		111075567744		111076297194		111076955049		111077560312		111078122294		111078713830		111079191572
111035703843		111053422313		111058991768		111062274509		111064702237		111066890079		111068388770		111069739175		111071114917		111072222479		111073117361		111073962235		111074772976		111075567812		111076299017		111076955083		111077560491		111078122957		111078713920		111079191998
111035734252		111053437050		111058995289		111062274745		111064703340		111066890147		111068388848		111069739355		111071115143		111072222558		111073117428		111073963281		111074773113		111075568037		111076299028		111076955252		111077560525		111078123037		111078714101		111079192045
111035737637		111053439074		111058996189		111062274835		111064704712		111066892510		111068388949		111069739670		111071115255		111072222604		111073117495		111073963494		111074773191		111075568431		111076299400		111076955342		111077560558		111078123284		111078714426		111079192078
111035742576		111053439636		111058996549		111062275500		111064709065		111066894589		111068389670		111069739748		111071115424		111072222750		111073118081		111073963506		111074773720		111075569409		111076299602		111076955410		111077561111		111078124094		111078715539		111079192304
111035766730		111053441404		111058999564		111062276174		111064709256		111066895917		111068389883		111069740818		111071116144		111072223447		111073118980		111073963607		111074774697		111075569544		111076299804		111076955421		111077561122		111078124656		111078715719		111079192832
111035771668		111053441785		111058999755		111062278266		111064709717		111066896750		111068391897		111069741044		111071117493		111072223728		111073119183		111073964046		111074774721		111075569566		111076300773		111076956130		111077561234		111078125332		111078715988		111079192911
111035774111		111053450426		111059000063		111062278727		111064709807		111066897830		111068392326		111069741640		111071117583		111072223852		111073119374		111073964361		111074774978		111075569623		111076301088		111076956905		111077561346		111078125769		111078716158		111079192944
111035787328		111053455948		111059000647		111062283565		111064709874		111066897942		111068392528		111069742113		111071120543		111072224112		111073119576		111073965890		111074775250		111075569713		111076301202		111076957142		111077561470		111078126108		111078716237		111079193125
111035804632		111053456073		111059002188		111062285523		111064710078		111066898527		111068392764		111069742450		111071120598		111072225348		111073120321		111073966622		111074777173		111075569971		111076301280		111076957153		111077561931		111078126131		111078716271		111079193192
111035806634		111053456219		111059005091		111062288469		111064710113		111066900701		111068394294		111069742461		111071120958		111072225922		111073121210		111073966778		111074777296		111075570197		111076301538		111076957221		111077562123		111078126883		111078716282		111079193428
111035822395		111053457186		111059007341		111062289291		111064710269		111066902556		111068394812		111069742832		111071121263		111072226282		111073121344		111073967296		111074777623		111075570434		111076301583		111076957423		111077562156		111078127615		111078716338		111079193462
111035827682		111053457434		111059008634		111062293410		111064713408		111066903311		111068394902		111069743293		111071121588		111072226417		111073121692		111073967364		111074778703		111075570748		111076301639		111076957489		111077562167		111078128032		111078716484		111079193473

SCH-A-7


Loan Number	Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number
111035832789		111053457535		111059008836		111062293522		111064713600		111066903401		111068395644		111069744610		111071121667		111072226866		111073121894		111073967555		111074779186		111075570760		111076302472		111076957580		111077562178		111078128313		111078716709		111079193923
111035850239		111053461136		111059009815		111062295311		111064715376		111066903827		111068396016		111069745149		111071122365		111072226923		111073122402		111073968129		111074779377		111075571569		111076303125		111076957760		111077562437		111078128481		111078718026		111079194148
111035851757		111053475760		111059009871		111062295502		111064716401		111066903995		111068396173		111069745745		111071124176		111072227991		111073122435		111073968286		111074779513		111075571581		111076304025		111076958154		111077562549		111078128492		111078718217		111079194418
111035857922		111053482140		111059011908		111062297627		111064718425		111066904334		111068396689		111069745903		111071124479		111072228240		111073122682		111073968310		111074779962		111075571660		111076304328		111076958648		111077562864		111078128559		111078718486		111079194452
111035867888		111053482522		111059016688		111062298460		111064718458		111066904558		111068396836		111069746724		111071126044		111072228262		111073122828		111073968354		111074780324		111075572177		111076304340		111076958693		111077563146		111078128582		111078718543		111079194610
111035874369		111053488472		111059021910		111062298583		111064718953		111066906022		111068397534		111069746960		111071126101		111072228486		111073123133		111073968365		111074780379		111075572267		111076305127		111076958817		111077563360		111078128638		111078718633		111079195206
111035879421		111053490813		111059024126		111062300969		111064719729		111066906066		111068398210		111069747332		111071126303		111072228699		111073123425		111073969861		111074780469		111075572335		111076305172		111076958907		111077563416		111078128829		111078718767		111079195251
111035885293		111053497472		111059027781		111062301588		111064721159		111066906549		111068398333		111069747512		111071126921		111072229386		111073123492		111073970010		111074780492		111075572447		111076305420		111076958996		111077563674		111078128874		111078719027		111079195262
111035885372		111053497944		111059033070		111062303366		111064721249		111066906965		111068398388		111069747691		111071129665		111072229498		111073123571		111073970032		111074781213		111075572469		111076305666		111076959009		111077564271		111078129000		111078719072		111079195958
111035889332		111053497988		111059036141		111062304154		111064721294		111066907843		111068398962		111069747837		111071131499		111072230096		111073123852		111073970469		111074781224		111075572672		111076305699		111076959043		111077564619		111078129077		111078720322		111079196151
111035898590		111053498912		111059040135		111062304176		111064721395		111066909485		111068400214		111069747994		111071131512		111072231457		111073123975		111073971459		111074781448		111075572795		111076305824		111076960191		111077564620		111078129303		111078720502		111079196184
111035908514		111053500826		111059041596		111062306875		111064721867		111066909845		111068401215		111069749266		111071131871		111072233156		111073124213		111073971831		111074782023		111075573471		111076306870		111076960348		111077564710		111078129763		111078720603		111079196274
111035916018		111053501489		111059046074		111062306954		111064722734		111066913536		111068401642		111069749783		111071133929		111072233550		111073124505		111073972348		111074783091		111075573516		111076306881		111076960449		111077564732		111078129774		111078721154		111079196296
111035920552		111053502390		111059052510		111062307225		111064723218		111066914683		111068401787		111069750101		111071134559		111072233897		111073124651		111073973204		111074783147		111075573594		111076307006		111076960494		111077565485		111078130372		111078721187		111079196588
111035927133		111053506103		111059053162		111062310386		111064724039		111066915224		111068401844		111069751225		111071135055		111072234719		111073125304		111073974508		111074783440		111075573684		111076307512		111076960641		111077565654		111078130406		111078723145		111079196612
111035936100		111053512065		111059053443		111062312243		111064724040		111066915561		111068402249		111069751775		111071135707		111072235260		111073126439		111073974520		111074784182		111075573729		111076307871		111076960696		111077565744		111078130428		111078723325		111079196634
111035940486		111053514955		111059054309		111062313109		111064724321		111066916326		111068402520		111069751999		111071136023		111072236148		111073127104		111073974856		111074784205		111075574124		111076308311		111076961956		111077565755		111078130439		111078723583		111079196836
111035946358		111053520918		111059055490		111062314841		111064724354		111066917787		111068402755		111069752800		111071136258		111072236531		111073127182		111073974902		111074785251		111075574168		111076308388		111076962227		111077566217		111078130765		111078723684		111079196870
111035949856		111053524664		111059055568		111062314975		111064724938		111066918069		111068402902		111069753788		111071137114		111072238522		111073128105		111073975835		111074785385		111075574821		111076308670		111076962799		111077568253		111078130945		111078723808		111079197006
111035952535		111053526510		111059058482		111062317721		111064725681		111066918407		111068403307		111069754138		111071137158		111072238588		111073128521		111073976061		111074786072		111075575732		111076309615		111076963026		111077568321		111078132756		111078724326		111079197556
111035970760		111053527689		111059060148		111062317866		111064726200		111066918722		111068403846		111069754329		111071138249		111072238881		111073129982		111073976634		111074786195		111075575798		111076310134		111076963295		111077568376		111078133285		111078724416		111079197578
111035976711		111053531482		111059061756		111062322918		111064727436		111066919914		111068404375		111069755555		111071139442		111072239141		111073130535		111073977624		111074786263		111075576058		111076310808		111076963486		111077568578		111078133319		111078724652		111079197590
111035979107		111053531763		111059062498		111062323177		111064727616		111066919947		111068404599		111069755768		111071140736		111072239185		111073130759		111073978007		111074786296		111075576193		111076311483		111076964364		111077568949		111078133443		111078725709		111079197646
111035985092		111053531820		111059064872		111062326305		111064729191		111066920422		111068404869		111069755971		111071143324		111072239703		111073131143		111073978232		111074786410		111075576205		111076311584		111076964982		111077569018		111078133533		111078725743		111079197679
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SALE AND SERVICING AGREEMENT among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2024-3, Issuer, AFS SENSUB CORP., Seller, AMERICREDIT FINANCIAL SERVICES, INC. D/B/A GM FINANCIAL, Servicer, and CITIBANK, N.A., Trust Collateral Agent Dated as of...

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