EX-4.3


    
 Exhibit
4.3
  
 
 SALE
AND SERVICING 
 AGREEMENT
  

among
  

GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2020-2, 

Issuer,
  

AFS SENSUB CORP., 
 Seller,

 
 AMERICREDIT FINANCIAL SERVICES, INC. 

D/B/A GM FINANCIAL, 
 Servicer,

 
 and

 
 THE BANK OF NEW YORK
MELLON, 
 Trust Collateral Agent
  

Dated as of April 22, 2020
  




  


 


  

TABLE OF CONTENTS
  

Page

	 	 
	ARTICLE I Definitions	1
	 	 
	SECTION 1.1.        Definitions	1
	SECTION 1.2.        Other Definitional Provisions	22
	 	 
	ARTICLE II Conveyance of Receivables	23
	 	 
	SECTION 2.1.        Conveyance of Receivables	23
	SECTION 2.2.        [Reserved]	24
	SECTION 2.3.        Further Encumbrance of Trust Property	24
	SECTION 2.4.        Intention of the Parties	25
	 	 
	ARTICLE III The Receivables	26
	 	 
	SECTION 3.1.        Representations and Warranties of Seller	26
	SECTION 3.2.        Repurchase upon Breach	27
	SECTION 3.3.        Custody of Receivable Files	28
	SECTION 3.4.        Maintenance and Safekeeping of the Receivable Files	29
	SECTION 3.5.        Location of Receivable Files	30
	SECTION 3.6.        Access to Records	30
	SECTION 3.7.        Advice of Counsel	30
	SECTION 3.8.        Administration; Reports	30
	SECTION 3.9.        Instructions; Authority to Act	30
	SECTION 3.10.      Custodian Fee	30
	SECTION 3.11.      Indemnification by the Custodian	30
	SECTION 3.12.      Effective Period and Termination of Custodian	31
	SECTION 3.13.      Dispute Resolution	31
	 	 
	ARTICLE IV Administration and Servicing of Receivables	34
	 	 
	SECTION 4.1.        Duties of the Servicer	34
	SECTION 4.2.        Collection of Receivable Payments; Modifications of Receivables	35
	SECTION 4.3.        Realization upon Receivables	36
	SECTION 4.4.        Insurance	38
	SECTION 4.5.        Maintenance of Security Interests in Vehicles	39
	SECTION 4.6.        Covenants of Servicer	40
	SECTION 4.7.        Purchase of Receivables Upon Breach of Covenant	41
	SECTION 4.8.        Total Servicing Fee; Payment of Certain Expenses by Servicer	41
	SECTION 4.9.        Servicer’s Certificate and Asset-Level Information	42
	SECTION 4.10.      Annual Statement as to Compliance, Notice of Servicer Termination Event	42
	SECTION 4.11.      Annual Independent Public Accountants’ Reports	43
	SECTION 4.12.      Access to Certain Documentation and Information Regarding Receivables	44

  
 




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	ARTICLE V Trust Accounts; Distributions; Statements to Noteholders	44
	 	 
	SECTION 5.1.        Establishment of Trust Accounts	44
	SECTION 5.2.        [Reserved]	47
	SECTION 5.3.        Certain Reimbursements to the Servicer	47
	SECTION 5.4.        Application of Collections	48
	SECTION 5.5.        [Reserved]	48
	SECTION 5.6.        Additional Deposits	48
	SECTION 5.7.        Distributions	48
	SECTION 5.8.        Reserve Account	52
	SECTION 5.9.        Statements to Noteholders	52
	SECTION 5.10.      Calculation Agent; Benchmark Determination	54
	 	 
	ARTICLE VI [Reserved]	56
	 	 
	ARTICLE VII The Seller	56
	 	 
	SECTION 7.1.        Representations of Seller	56
	SECTION 7.2.        Corporate Existence.	58
	SECTION 7.3.        Liability of Seller; Indemnities	58
	SECTION 7.4.        Merger or Consolidation of, or Assumption of the Obligations of, Seller	59
	SECTION 7.5.        Limitation on Liability of Servicer, Seller and Others	60
	SECTION 7.6.        Ownership of the Certificates or Notes	60
	 	 
	ARTICLE VIII The Servicer	60
	 	 
	SECTION 8.1.        Representations of Servicer	60
	SECTION 8.2.        Liability of Servicer; Indemnities	62
	SECTION 8.3.        Merger or Consolidation of, or Assumption of the Obligations of the Servicer	63
	SECTION 8.4.        Limitation on Liability of Servicer and Others	64
	SECTION 8.5.        Delegation of Duties	64
	SECTION 8.6.        Servicer Not to Resign	64
	 	 
	ARTICLE IX Default	65
	 	 
	SECTION 9.1.        Servicer Termination Event	65
	SECTION 9.2.        Consequences of a Servicer Termination Event	65
	SECTION 9.3.        Appointment of Successor	66
	SECTION 9.4.        Notification to Noteholders	67
	SECTION 9.5.        Waiver of Past Defaults	67
	 	 
	ARTICLE X Termination	67
	 	 
	SECTION 10.1.      Optional Purchase of All Receivables	67
	 	 
	ARTICLE XI Administrative Duties of the Servicer	68
	 	 
	SECTION 11.1.      Administrative Duties	68
	SECTION 11.2.      Records	70

  
 


 
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	SECTION 11.3.      Additional Information to be Furnished to the Issuer	70
	SECTION 11.4.      Review Reports	70
	 	 
	ARTICLE XII Miscellaneous Provisions	70
	 	 
	SECTION 12.1.      Amendment	70
	SECTION 12.2.      Protection of Title to Trust	71
	SECTION 12.3.      Notices	73
	SECTION 12.4.      Assignment	74
	SECTION 12.5.      Limitations on Rights of Others	74
	SECTION 12.6.      Severability	74
	SECTION 12.7.      Counterparts and Consent to Do Business Electronically	74
	SECTION 12.8.      Headings	74
	SECTION 12.9.      Governing Law	75
	SECTION 12.10.    Assignment to Trust Collateral Agent	75
	SECTION 12.11.    Nonpetition Covenants	75
	SECTION 12.12.    Limitation of Liability of Owner Trustee and Trust Collateral Agent	75
	SECTION 12.13.    Trust Collateral Agent to Report Repurchase Demands due to Breaches of Representations and Warranties	76
	SECTION 12.14.    Independence of the Servicer	77
	SECTION 12.15.    No Joint Venture	77
	SECTION 12.16.    State Business Licenses	77
	SECTION 12.17.    Regulation RR Risk Retention	77
	SECTION 12.18.    Submission to Jurisdiction; Waiver of Jury Trial	77
	 	 


		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

  




 
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SALE AND SERVICING AGREEMENT, dated as of April 22, 2020, among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2020-2, 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 THE BANK OF NEW YORK MELLON, a New York banking corporation, 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 April 22, 2020, by and among the Issuer, the Servicer and the Asset Representations Reviewer.

 
 “Asset
Representations Reviewer” means Clayton 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
  






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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, March 10, 2020) 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 March 10, 2020 through and including April 30, 2020, 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.
  

“Benchmark” means for an Interest Period (i) initially, LIBOR and (ii) if a Benchmark Transition Event, its related
Benchmark Replacement Date and the date of implementation thereof by the Servicer have occurred with respect to LIBOR or the then-current Benchmark, the applicable Benchmark Replacement.

 
 “Benchmark
Determination Date” means (i) if the Benchmark is LIBOR, the date that is two (2) London Business Days before the first day of the applicable Interest Period, (ii) if the Benchmark is Term SOFR, the date that is two (2) Business Days
before the first day of the applicable Interest Period, (iii) if the Benchmark is Compounded SOFR, the date that is five (5) Business Days before the related Distribution Date and (iv) if the Benchmark is any other rate, the date determined by the
Servicer according to Section 5.10(c)(ii) of this Agreement.
  

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Servicer as
of the Benchmark Replacement Date:
  

(i)         the sum of (a) Term SOFR and (b) the Benchmark Replacement Adjustment;

 

(ii)        the sum of (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment;

 
 


 
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(iii)       the sum of (a) the alternate rate of interest that has been selected or recommended by the
Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; and

 

(iv)       the sum of (a) the alternate rate of interest that has been selected by the Servicer in its
reasonable discretion as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment.

 
 “Benchmark
Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Servicer as of the Benchmark Replacement Date:

 

(i)         the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; and

 

(ii)        the spread adjustment (which may be a positive or negative value or zero) that has been
selected by the Servicer in its reasonable discretion for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement.

 
 “Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definitions of “Benchmark Determination Date,” “Interest
Period,” and “Reference Time,” the timing and frequency of determining rates, the process of making payments of interest and other administrative matters) that the Servicer decides may be appropriate to reflect the adoption of such
Benchmark Replacement in a manner substantially consistent with market practice (or, if the Servicer decides that adoption of any portion of such market practice is not administratively feasible or if the Servicer determines that no market practice
for use of the Benchmark Replacement exists, in such other manner as the Servicer determines is reasonably necessary).
  

“Benchmark Replacement Date” means:

 

(i)         in the case of clause (i) or (ii) of the definition of “Benchmark Transition
Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

 

(ii)        in the case of clause (iii) of the definition of “Benchmark Transition
Event,” the date of the public statement or publication of information referenced therein.
  

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on a Benchmark Determination Date, but earlier
than the Reference Time for that Benchmark Determination Date, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

 
 “Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

 
 


 
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(i)         a public statement or publication of information by or on behalf of the
administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor
administrator that will continue to provide the Benchmark;
  

(ii)        a public statement or publication of information by the regulatory supervisor for the
administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark
or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely;
provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

 

(iii)       a public statement or publication of information by the regulatory supervisor for the
administrator of the Benchmark announcing that the Benchmark is no longer representative of the underlying market or economic reality or may no longer be used.

 
 “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 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 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.
  




 
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“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 April 22, 2020.

 
 “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 March 9, 2020 and ending as of the close of business on April 30, 2020. 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 United States Securities and Exchange Commission.

 
 “Compounded
SOFR” means, for any Interest Period, the compounded average, in arrears, of the SOFRs for each day of such Interest Period, as determined on the Benchmark Determination Date for such Interest Period, with the rate, or methodology for this
rate, and conventions for this rate (which will include a five (5) Business Day suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Period, such that the SOFR on the Benchmark Determination
Date will apply for each day in the Interest Period following the Benchmark Determination Date) being established by the Servicer in accordance with:

 

(i)         the rate, or methodology for this rate, and conventions for this rate selected or
recommended by the Relevant Governmental Body for determining Compounded SOFR; or
  

(ii)        if, and to the extent that, the Servicer determines that Compounded SOFR cannot be
determined in accordance with clause (i) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Servicer in its reasonable discretion.

 
 


 
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“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 Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, 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, 2001 Bryan
Street, 9th Floor, Dallas, Texas 75201, Attention: Transfer Unit – GMCAR 2020-2 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 240 Greenwich Street, New York, New York 10286, Attention: Corporate Trust Administration – GMCAR 2020-2.

 

“Corresponding Tenor” means, with respect to a Benchmark Replacement, a tenor (including overnight) having approximately
the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
  

“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 automobile loan 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 March 9, 2020.
  

“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.
  




 
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“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 a Liquidated Receivable 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. 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

 
 


 
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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 day of the following calendar month, or,
if such day is not a Business Day, the immediately following Business Day, commencing May 18, 2020. 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 (i) the long-term unsecured debt of such depository institution shall have a credit rating from Fitch of at least A and from Standard & Poor’s of
at least BBB (ii) such depository institutions’ deposits are insured by the FDIC.
  




 
9
 

  


  

“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, to the extent rated by DBRS or Fitch, from DBRS of R-1 (middle) and 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, to the extent rated by DBRS or Fitch, from DBRS of R-1 (middle) and 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 and from Moody’s of Aaa;

 

(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 Securities 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.

 
 


 
10
 

  


  

“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 at http://www.newyorkfed.org, or any successor source.

 
 “Final
Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes, the April 16, 2021 Distribution Date, (ii) the Class A-2-A Notes, the March 16, 2023 Distribution Date, (iii) the Class A-2-B Notes, the March 16, 2023
Distribution Date, (iv) the Class A-3 Notes, the December 16, 2024 Distribution Date, (v) the Class A-4 Notes, the August 18, 2025 Distribution Date, (vi) the Class B Notes, the August 18, 2025 Distribution Date, (vii) the Class C Notes, the August
18, 2025 Distribution Date and (viii) the Class D Notes, the July 16, 2026 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 principal 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 principal 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 principal 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 principal 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 principal amount of the Class A-4 Notes to zero.
  

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

 
 “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 principal 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 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 principal amount of the Class D Notes to zero.
  




 
11
 

  


  

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

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

“Indenture” means the Indenture, dated as of April 22, 2020, between the Issuer, The Bank of New York Mellon, 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, 1.25869% 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, 1.50% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);
  




 
12
 

  


  

(c) the Class A-2-B Notes, the greater of (i) the Benchmark, plus 1.05% per annum or, if the Benchmark is not LIBOR, the applicable
Benchmark Replacement Adjustment 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, 1.49% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);
  

(e) the Class A-4 Notes, 1.74% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);

 
 (f) the Class B Notes,
2.54% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);
  

(g) the Class C Notes, 3.60% per annum (computed on the basis of a 360-day year consisting of twelve 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 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 2020-2.

 
 “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 April 22, 2020, between the Servicer and
The Bank of New York Mellon, as the same may be amended and supplemented from time to time.
  

“LIBOR” means, the rate for deposits in U.S. Dollars, for a period equal to one month, which appears on the Reuters Screen
LIBOR01 Page (or any replacement page) as of 11:00 a.m., London time, on the related Benchmark Determination Date. If such rate does not appear on the Reuters Screen LIBOR01 Page, the rate for that Interest Period will be determined on the basis of
the rates at which deposits in U.S. Dollars are offered by any four major banks in the London interbank market selected by the Calculation Agent with the approval of the Servicer to provide such bank’s offered quotation of such rates at
approximately 11:00 a.m., London time, on the related Benchmark Determination Date to prime banks in the London interbank market for a period of one month, commencing on the first day of such Interest Period and in a principal amount of at least
U.S.$1,000,000. The Calculation Agent, will request the principal London office of each of those four banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that Interest Period will be the arithmetic
mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Interest Period will be the arithmetic mean of the rates quoted by four major banks with branch offices in New York City selected by the

 
 


 
13
 

  


  

Calculation Agent with the approval of the Servicer at approximately 11:00 a.m., New York City time, on the related Benchmark Determination Date
with respect to such Interest Period for loans in U.S. Dollars to leading European banks for a period equal to one month, commencing on the first day of such Interest Period and in a principal amount of at least U.S.$1,000,000; provided, however,
that if fewer than two of the banks selected by the Calculation Agent, with the approval of the Servicer, are not quoting rates as mentioned in this sentence, LIBOR for such Interest Period will be the same as LIBOR for the immediately preceding
Interest Period.
  

“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.

 
 “London
Business Day” means a day on which banking institutions in the City of London, England are not required or authorized by law to be closed.

 
 “Majority
Noteholders” means the Holders of the Notes representing a majority of the principal balance 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
  




 
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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 “F1” by Fitch 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 Moody’s 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 principal amount of such Class of Notes divided by the original outstanding principal
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.

 
 


 
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“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 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 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

 

(x)       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
  

(y)       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).
  




 
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“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 April 16, 2020, relating to the offering of the Offered Notes, as filed with the
Commission.
  

“Purchase Agreement” means the Purchase Agreement between the Seller and GM Financial, dated as of April 22, 2020,
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 Fitch and Standard & Poor’s. If no such organization or successor maintains a rating on
the Securities, “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
  




 
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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 Redemption Date, the close of business on the Business Day
immediately preceding such Distribution Date or Redemption Date, unless otherwise specified in the Indenture.
  

“Reference Time” means, for an Interest Period, (i) if the Benchmark is LIBOR, 11:00 a.m. (London time) on the Benchmark
Determination Date and (ii) if the Benchmark is a rate other than LIBOR, the time on the Benchmark Determination Date determined by the Servicer according to Section 5.10(c)(ii) of this Agreement.

 
 “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) 4.00%, 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) 3.50%, with respect to any Distribution Date after the Class A-2-B Notes are
paid in full, or, in each case, such
  




 
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other percentage approved by the Rating Agencies. If no Class A-2-B Notes are issued, the Required Rate will step down from 4.00% to 3.50% on the
first Distribution Date and remain at this level for each period thereafter.
  

“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).
  

“Reuters Screen LIBOR01 Page” means the display designated on the Reuters service (or the successor display page, other
published source, information vendor or provider that has been officially designated by Reuters).
  

“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 as
 Schedule 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
  




 
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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 principal 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 principal amount of the Class B Notes to zero.

 

“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, with respect to any day, the secured overnight financing rate published at approximately 8:00 a.m., New York
City time, for such day by the Federal Reserve Bank of New
  




 
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York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

 
 “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 1.00% of the Adjusted Pool
Balance as of the Cutoff Date; provided, that the Specified Reserve Balance will in no event exceed the outstanding principal 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, or its successor.

 

“State” means any one of the fifty states of the United States of America 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.
  

“Term SOFR” means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been
selected or recommended by the Relevant Governmental Body.
  

“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 principal 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 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 principal 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.

 
 


 
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“Trust Agreement” means the Trust Agreement, dated as of March 4, 2020, between the Seller and the Owner Trustee, as
amended and restated as of April 22, 2020 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.

 
 “Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
  

“Underwriting Agreement” means the Underwriting Agreement, dated as of April 16, 2020, among the Seller, the Servicer and
RBC Capital Markets, LLC, on its own behalf and as the representative of the underwriters named therein.
  

“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 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

 
 


 
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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;

 
 


 
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(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.
  




 
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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;
  

(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).

 
 


 
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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
  




 
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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 clause 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 five percent 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
  




 
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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

 
 


 
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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
  




 
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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. The Custodian will act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a 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 having access to similar records held by the Custodian, which requirements
shall be consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar files or records, 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,

 
 


 
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obligations, losses, damage, payments, costs or expenses of any kind whatsoever (including the fees and expenses of counsel) 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 five percent 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.

 
 


 
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(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 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.
  

(c)       If the Requesting Party selects arbitration for dispute resolution:

 

(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 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 witness depositions not to exceed five hours, two
interrogatories, one document request and one 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 pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The
  




 
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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
  




 
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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.

 
 


 
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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
  




 
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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 (2nd) 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 two percent (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

 
 


 
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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

 
 


 
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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 permits 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

 
 


 
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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
  




 
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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
  




 
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(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 Uniform Commercial Code 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 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.

 
 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
  




 
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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 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) a listing of all Purchased Receivables and Sold Receivables purchased by the Servicer or sold by the Issuer as of the related Accounting Date, identifying the
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”). Receivables purchased by the Servicer or by the Seller on the
related Accounting Date and each Receivable which became a Liquidated Receivable or which was paid in full during the related Collection Period shall be identified by account number (as set forth in the Schedule of Receivables).

 

(b)       Asset-Level Information. On or before the 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.

 

(c)       Benchmark Replacement; Benchmark Replacement Conforming Changes. Upon the determination
by the Servicer of a Benchmark Replacement and/or the making of any Benchmark Replacement Conforming Changes, the Servicer will include in the Servicer’s Certificate any information regarding the Unadjusted Benchmark Replacement, the Benchmark
Replacement Adjustment, any such Benchmark Replacement Conforming Changes and the Interest Period in which such Benchmark Replacement will be implemented.

 
 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, 2021, 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

 
 


 
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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, 2021, 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, 2021, 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)       The Bank of New York Mellon 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, 2021, 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 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.

 

(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
  




 
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its Affiliates, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent and the Servicer, on or before March 31 (or 90 days
after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2021, 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, 2021, with respect to the twelve 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 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
  




 
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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.

 
 


 
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(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:

 
 


 
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(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
  




 
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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)        to each of the Trustee, the Trust Collateral Agent, the Asset Representations
Reviewer and the Owner Trustee, their respective accrued and unpaid
  




 
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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)     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

 




 
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(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.
  

(b)       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. On each Distribution Date, the
Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro
rata based on the outstanding principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the
Noteholders’ Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. 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
balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero;
  

(ii)        to the Class A-2 Noteholders in reduction of the remaining principal balance
of the Class A-2 Notes, ratably based on the outstanding principal balance of each Class of Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero;

 

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

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

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

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

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




 
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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.

 
 


 
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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;
  




 
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(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 principal 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;
  

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

(xi)       notice of the occurrence of a Benchmark Transition Event and its related Benchmark
Replacement Date, the determination of a Benchmark Replacement and the making of any Benchmark Replacement Conforming Changes.

 

(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 https://getinvestorreporting.bnymellon.com 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 technical assistance center at (800) 332-4550. 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.
  




 
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SECTION 5.10.      Calculation Agent; Benchmark Determination.

 

(a)       The Issuer agrees that for so long as the Class A-2-B Notes are Outstanding and the Benchmark is
LIBOR, there will be an agent appointed to calculate LIBOR for each Interest Period (the “Calculation Agent”). The Issuer appoints the Trust Collateral Agent as Calculation Agent only for the purposes of determining LIBOR for each
Interest Period and the Trust Collateral Agent hereby accepts such appointment. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Issuer,
the Issuer will promptly appoint as a replacement Calculation Agent a leading bank engaged in transactions in Eurodollar deposits in the international Eurodollar market and not an Affiliate of the Issuer or its Affiliates. The Calculation Agent may
not resign without a replacement having been duly appointed.
  

(b)       Benchmark Determination. If the Benchmark is LIBOR, on each Benchmark Determination Date,
the Calculation Agent will notify the Servicer and the Issuer by email of the Benchmark for the related Interest Period. If the Benchmark is any rate other than LIBOR, on each Benchmark Determination Date, the Servicer will notify the Trust
Collateral Agent by email of the Benchmark for the related Interest Period. All determinations of the Benchmark by the Calculation Agent or the Servicer, as applicable, in the absence of manifest error, will be conclusive and binding on the
Noteholders.
  

(c)       Effect of Benchmark Transition Event.

 

(i)        Benchmark Replacement. If the Servicer determines that a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes
relating to the Class A-2-B Notes in respect of such determination on such date and all determinations on all subsequent dates; provided that the Servicer may, in its sole discretion, delay the date on which the Benchmark Replacement will apply to a
date not later than the first day of the second full Interest Period following the related Benchmark Replacement Date. Notwithstanding the foregoing, if the initial Benchmark Replacement is any rate other than Term SOFR and the Servicer later
determines that Term SOFR can be determined, Term SOFR will become the new Unadjusted Benchmark Replacement and will, together with a new Benchmark Replacement Adjustment for Term SOFR, replace the then-current Benchmark on the next Benchmark
Determination Date for Term SOFR. If the Servicer does not provide a Benchmark Replacement for the Interest Period after the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, then, for purposes of calculating the
interest rate on the Class A-2-B Notes for that Interest Period, the Benchmark will be the same as LIBOR for the immediately preceding Interest Period.

 

(ii)         Benchmark Replacement Conforming Changes. In connection with the
implementation of a Benchmark Replacement, the Servicer will have the right to make Benchmark Replacement Conforming Changes from time to time.

 




 
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(iii)       Notice of Benchmark Replacement and/or Benchmark Replacement Conforming
Changes. Promptly following the determination of a Benchmark Replacement and/or the making of any Benchmark Replacement Conforming Changes, the Servicer will notify the Trust Collateral Agent, and the Servicer will include in the
Servicer’s Certificate the relevant information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment, any such Benchmark Replacement Conforming Changes and the Interest Period in which such Benchmark Replacement
will be implemented. Notwithstanding anything in this Agreement or the Basic Documents to the contrary, upon the delivery of such notice and the inclusion of such information in the Servicer’s Certificate, this Agreement and/or any other
relevant Basic Document will be deemed to have been amended to reflect such Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the provisions of Section
12.1 of this Agreement or the amendment provisions of any other relevant Basic Document.
  

(iv)       Decisions and Determinations. Any determination, decision or election that
may be made by the Servicer pursuant to Section 4.9(c) or this Section 5.10(c) (or pursuant to any capitalized term used in this Section 5.10(c) or in any such capitalized term), including any determination with respect to a tenor, rate or
adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the
Servicer’s sole discretion, and, notwithstanding anything to the contrary in the Basic Documents, will become effective without consent from any other party. None of the Issuer, the Owner Trustee, the Trustee, the Trust Collateral Agent, the
Calculation Agent, the Depositor or the Servicer will have any liability for any determination made by or on behalf of the Servicer pursuant to Section 4.9(c) or this Section 5.10(c) (or pursuant to any capitalized term used in this Section 5.10(c)
or in any such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Trust Collateral
Agent, the Calculation Agent, the Depositor and the Servicer relating to any such determinations. For the avoidance of doubt, none of the Owner Trustee, the Trustee, the Trust Collateral Agent, or the Calculation Agent, in any capacity, will have
any obligation to determine whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, or to identify a Benchmark Replacement.

 
 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
  




 
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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
  




 
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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 101 Convention Center Drive, Suite 850, Las Vegas, Nevada 89109.
  

(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.

 
 


 
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(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
  




 
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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 fees and expenses incurred 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.

 
 


 
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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
  




 
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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 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102.
  




 
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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

 
 


 
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of the violation by Servicer or Seller of federal or State securities laws in connection with the registration or the sale of the Notes. This
section shall survive the termination of this Agreement, or the earlier removal or resignation of the Trustee or the Trust Collateral Agent.

 

(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 and expenses of litigation (including fees and expenses incurred in connection with any action or suit brought to enforce any indemnification or other obligation under the Basic Documents). 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.
  

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

 
 


 
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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 is it a party to an Affiliate of the Servicer without first obtaining the consent of any Person. The Servicer also may at any time perform specific duties through sub-contractors in accordance with the Servicing Policies and
Procedures. 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.
  




 
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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

 

(c)       An Insolvency Event with respect to the Servicer;

 
 provided,
however, that if (i) any delay or failure of performance referred to in Section 9.1(a) above shall have been caused by force majeure or other similar occurrences, the five Business Day grace period shall be extended for an additional sixty (60)
calendar days and (ii) if any delay or failure of performance referred to in Section 9.1(b) above shall have been caused by force majeure or other similar occurrences, 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,

 
 


 
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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.
  




 
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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.
  




 
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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 Sarbanes-Oxley 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
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(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

 




 
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(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

 
 


 
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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 9-506 of the UCC, unless it shall have given the Owner Trustee, the
Trust Collateral Agent and the
  




 
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 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:

 
 


 
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(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 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., 101 Convention Center Drive, Suite 850, Las Vegas,
Nevada 89109, Attention: Chief Financial Officer, with a copy to AFS SenSub Corp., c/o GM Financial, 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (ii) in the case of the Servicer, to GM Financial, 801
Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (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, (v) in the case of Fitch, to Fitch Ratings, Inc. 33 Whitehall Street, New York, New York 10004, (vi) in the case of Standard & Poor’s, via electronic
delivery to servicer_reports@spglobal.com; for any information not available in electronic format, hard copies should be sent to S&P Global Ratings, 55 Water Street, 41st Floor, New York, New York 10041, Attention: ABS Surveillance Group and
(vii) in the case of the Asset Representations Reviewer, to ARRNotices@clayton.com and to Clayton Fixed Income Services LLC, 2638 South Falkenburg Road, Riverview, Florida 33578, Attn: SVP, with a copy to Covius Services, LLC 720 S. Colorado Blvd.,
Suite 200, Glendale, Colorado 80246, 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

 
 


 
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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 by one or
more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to 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.

 
 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

 
 


 
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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 year and one 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 year and one 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, (ii) each of the representations, undertakings and
agreements herein made on the part of the Issuer is made and intended not as personal representations, 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 made no 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, representation, warranty or covenant made or
undertaken by the Issuer under this Agreement or any other related documents.
  

(b)       Notwithstanding anything contained herein to the contrary, this Agreement has been executed and
delivered by The Bank of New York Mellon, not in its individual capacity but solely as Trust Collateral Agent and in no event shall The Bank of New York Mellon have any liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer
  




 
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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 The Bank of New York Mellon, in any of its capacities hereunder, be deemed to
have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Statute, 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 The Bank of New York Mellon 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.
  




 
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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]
  




 
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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 2020-2
	 	 	 	 
	 	By: Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee on behalf of the Trust
	 	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 	 
	 	AFS SENSUB CORP.,
	 	as Seller
	 	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 	 
	 	AMERICREDIT FINANCIAL SERVICES, INC. d/b/a GM Financial, as Servicer
	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,
	 	not in its individual capacity but solely as Trust Collateral Agent
	 	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 

 

 
 [Signature Page to
Sale and Servicing Agreement]
  
 


  


 


  

SCHEDULE A
  

SCHEDULE OF RECEIVABLES
  

[On file with GM Financial, the Trustee and Katten Muchin Rosenman LLP]

 
 



SCH-A-
1
 

  


  

SCHEDULE B-1
  

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SERVICER

REGARDING THE RECEIVABLES
  

1.           Characteristics of Receivables. Each Receivable (A) was originated (i)
by GM Financial or (ii) by a Dealer and purchased by GM Financial from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with GM Financial and was validly assigned by such Dealer to GM Financial pursuant to a Dealer
Assignment, (B) was originated by GM Financial or such Dealer for the retail sale of a Financed Vehicle in the ordinary course of GM Financial’s or the Dealer’s business, in each case (i) was originated in accordance with GM
Financial’s credit policies and (ii) was fully and properly executed by the parties thereto, and (iii) GM Financial and, to the best of the Seller’s and the Servicer’s knowledge, each Dealer had all necessary licenses and permits
to originate Receivables in the State where GM Financial or each such Dealer was located, (C) contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the
collateral security, and (D) has not been amended or collections with respect to which waived, other than as evidenced in the Receivable File or the Servicer’s electronic records relating thereto.

 
 2.
          Compliance with Law. All requirements of applicable federal, State and local laws, and regulations thereunder (including, without limitation, usury laws, the Federal Truth-in-Lending
Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B” and
“Z” (including amendments to the Federal Reserve’s Official Staff Commentary to Regulation Z, effective October 1, 1998, concerning negative equity loans), the Dodd-Frank Wall Street Reform and Consumer Protection Act, the
Servicemembers Civil Relief Act, each applicable State Motor Vehicle Retail Installment Sales Act, the Gramm-Leach-Bliley Act and State adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other consumer credit laws
and equal credit opportunity and disclosure laws) in respect of the Receivables and the Financed Vehicles, have been complied with in all material respects.

 
 3.
          Binding Obligation. Each Receivable represents the genuine, legal, valid and binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance with
its terms, except (A) as enforceability may be limited by bankruptcy, insolvency, reorganization or 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 and (B) as such Receivable may be modified by the application after the Cutoff Date of the Servicemembers Civil Relief Act, as amended; and, to the best of
the Seller’s and the Servicer’s knowledge, all parties to each Receivable had full legal capacity to execute and deliver such Receivable and all other documents related thereto and to grant the security interest purported to be granted
thereby.
  
 4.
          Schedule of Receivables. The information set forth in the Schedule of Receivables has been produced from the Electronic Ledger and was true and correct in all material respects as of
the close of business on the Cutoff Date.
  





SCH-B-1-
1
 

  


  

5.           Marking Records. Each of GM Financial and the Seller agree that the
Receivables have been sold to the Trust pursuant to the Sale and Servicing Agreement and Granted to the Trust Collateral Agent pursuant to the Indenture. Further, GM Financial has indicated in its computer files that the Receivables are owned by the
Trust.
  
 6.
          Chattel Paper. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the UCC.

 
 7.
          One Original. There is only one original executed copy (or with respect to “electronic chattel paper”, one authoritative copy) of each Contract. With respect to Contracts
that are “electronic chattel paper”, each authoritative copy (a) is unique, identifiable and unalterable (other than with the participation of the Trust Collateral Agent in the case of an addition or amendment of an identified assignee
and other than a revision that is readily identifiable as an authorized or unauthorized revision), (b) has been marked with a legend to the following effect: “Authoritative Copy” and (c) has been communicated to and is maintained by or
on behalf of the Custodian.
  

8.           Not an Authoritative Copy. With respect to Contracts that are
“electronic chattel paper”, the Servicer has marked all copies of each such Contract other than an authoritative copy with a legend to the following effect: “This is not an authoritative copy.”

 
 9.
          Revisions. With respect to Contracts that are “electronic chattel paper”, the related Receivables have been established in a manner such that (a) 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 Trust Collateral Agent and (b) all revisions of the authoritative copy of each such Contract are readily
identifiable as an authorized or unauthorized revision.
  

10.        Pledge or Assignment. With respect to Contracts that are “electronic chattel
paper”, the authoritative copy of each Contract communicated to the Custodian has no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Trust Collateral Agent.

 
 11.
       Receivable Files Complete. There exists a Receivable File pertaining to each Receivable. Related documentation concerning the Receivable, including any documentation regarding modifications of the
Contract, will be maintained electronically by the Servicer in accordance with customary policies and procedures. With respect to any Receivables that are tangible chattel paper, the complete Receivable File for each Receivable currently is in the
possession of the Custodian.
  

12.         Receivables in Force. No Receivable has been satisfied, or, to the best of the
Seller’s and the Servicer’s knowledge, subordinated or rescinded, and the Financed Vehicle securing each such Receivable has not been released from the lien of the related Receivable in whole or in part. No terms of any Receivable have
been waived, altered or modified in any respect since its origination, except by instruments or documents identified in the Receivable File or the Servicer’s electronic records.

 
 13.
        Good Title. Immediately prior to the conveyance of the Receivables to the Trust pursuant to this Agreement, the Seller was the sole owner thereof and had good and indefeasible

 
 


 SCH-B-1-
2
 

  


  

title thereto, free of any Lien and, upon execution and delivery of this Agreement by the Seller, the Trust shall have good and indefeasible
title to and will be the sole owner of such Receivables, free of any Lien. The Seller has not taken any action to convey any right to any Person that would result in such Person having a right to payments received under the related Insurance
Policies or the related Dealer Agreements or Dealer Assignments or to payments due under such Receivables. No Dealer has a participation in, or other right to receive, proceeds of any Receivable.

 
 14.
        Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of GM Financial in the Financed Vehicle.
The Lien Certificate for each Financed Vehicle shows, or GM Financial has commenced procedures that will result in such Lien Certificate which will show, GM Financial named (which may be accomplished by the use of a properly registered DBA name in
the applicable jurisdiction) as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. Immediately after the sale, transfer and assignment by the Seller to the Trust, each
Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may
hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). To the best of the Seller’s and the Servicer’s knowledge, as of the Cutoff Date, there were no Liens or
claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

 
 15.
         Receivable Not Assumable. No Receivable is assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the owner thereof with
respect to such Receivable.
  

16.          No Defenses. No Receivable is subject to any right of rescission, setoff,
counterclaim or defense, including the defense of usury, and the operation of any of the terms of any Receivable, or the exercise of any right thereunder, will not render such Receivable unenforceable in whole or in part and no such right has been
asserted or threatened with respect to any Receivable.
  

17.          No Default. There has been no default, breach, or, to the knowledge of the
Seller and Servicer, violation or event permitting acceleration under the terms of any Receivable (other than payment delinquencies of not more than thirty (30) days), and, to the best of the Seller’s and the Servicer’s knowledge, no
condition exists or event has occurred and is continuing that with notice, the lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable, and there has been no waiver of
any of the foregoing.
  

18.          Insurance. At the time of an origination of a Receivable by GM Financial or
a Dealer, each Financed Vehicle is required to be covered by a comprehensive and collision insurance policy, and each Receivable permits the holder thereof to obtain physical loss and damage insurance at the expense of the Obligor if the Obligor
fails to do so.
  

19.          Fixed Payments, Simple Interest. Each Receivable provides for fixed level
monthly payments (provided that the first and last payments may be minimally different from the level
  




 SCH-B-1-
3
 

  


  

payment amount) that fully amortize the Amount Financed over the original terms, and amortizes using the Simple Interest Method.

 
 20.
         Certain Characteristics of the Receivables.
  

(A) Each Receivable had a remaining maturity, as of the Cutoff Date, of not less than 3 months and not more than 75 months.

 

(B) Each Receivable had an original maturity, as of the Cutoff Date, of not less than 3 months and not more than 75 months.

 

(C) Each Receivable had a remaining Principal Balance, as of the Cutoff Date, of at least $250 and not more than $150,000.

 

(D) Each Receivable had an Annual Percentage Rate, as of the Cutoff Date, of not more than 20%.

 

(E) No Receivable was more than thirty (30) days past due as of the Cutoff Date.

 

(F) Each Receivable arose under a Contract that is governed by the laws of the United States or any State thereof.

 

(G) Each Obligor had a billing address in the United States or in a United States Territory as of the date of origination of the
related Receivable.
  

(H) Each Receivable is denominated in, and each Contract provides for payment in, United States dollars.

 

(I) Each Receivable arose under a Contract that is assignable without the consent of, or notice to, the Obligor thereunder, and
does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under the Sale and Servicing Agreement, including, without limitation, its right to review the Contract. Each Receivable
prohibits the sale or transfer of the Financed Vehicle without the consent of the Servicer.
  

(J) Each Receivable arose under a Contract with respect to which GM Financial has performed all obligations required to be
performed by it thereunder.
  

(K) No automobile related to a Receivable was held in repossession inventory as of the Cutoff Date.

 

(L) The Servicer’s records do not indicate that any Obligor was in bankruptcy as of the Cutoff Date.

 

(M) No Obligor is the United States of America or any State or any agency, department, subdivision or instrumentality thereof.

 




 SCH-B-1-
4
 

  


  

21.          Prepayment. Each Receivable allows for prepayment and partial prepayments
without penalty.
  




 SCH-B-1-
5
 

  


  

SCHEDULE B-2
  

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SERVICER
 REGARDING THE POOL OF RECEIVABLES

 

1.           Adverse Selection. No selection procedures adverse to the
Noteholders were utilized in selecting the Receivables from those receivables owned by the Seller which met the selection criteria set forth in clauses (A) through (M) of number 20 of Schedule B-1.

 

2.           All Filings Made. All filings (including, without limitation, UCC
filings (including, without limitation, the filing by the Seller of all appropriate financing statements in the proper filing office in the State of Nevada under applicable law in order to perfect the security interest in the Receivables granted to
the Trust hereunder)) required to be made by any Person and actions required to be taken or performed by any Person in any jurisdiction to give the Trust and the Trust Collateral Agent a first priority perfected lien on, or ownership interest in,
the Receivables and the proceeds thereof and the Other Conveyed Property have been made, taken or performed.
  

3.           Consumer Leases. No Receivable in the pool constitutes a
“consumer lease” under either (a) the UCC as in effect in the jurisdiction the law of which governs the Receivable or (b) the Consumer Leasing Act, 15 USC 1667.

 
 



SCH-B-2-
1
 

  


  

EXHIBIT A
  

SERVICER’S CERTIFICATE