Exhibit 4.3

Execution Version

SALE AND SERVICING

AGREEMENT

among

GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2025-3,

Issuer,

AFS SENSUB CORP.,

Seller,

AMERICREDIT FINANCIAL SERVICES, INC.

D/B/A GM FINANCIAL,

Servicer,

and

CITIBANK, N.A.,

Trust Collateral Agent

Dated as of July 16, 2025

TABLE OF CONTENTS


		Page

ARTICLE I Definitions			1

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

ARTICLE II Conveyance of Receivables			20

SECTION 2.1.	Conveyance of Receivables		20
SECTION 2.2.	[Reserved]		21
SECTION 2.3.	Further Encumbrance of Trust Property		21
SECTION 2.4.	Intention of the Parties		22

ARTICLE III The Receivables			23

SECTION 3.1.	Representations and Warranties of Seller		23
SECTION 3.2.	Repurchase upon Breach		24
SECTION 3.3.	Custody of Receivable Files		25
SECTION 3.4.	Maintenance and Safekeeping of the Receivable Files		27
SECTION 3.5.	Location of Receivable Files		27
SECTION 3.6.	Access to Records		27
SECTION 3.7.	Advice of Counsel		27
SECTION 3.8.	Administration; Reports		27
SECTION 3.9.	Instructions; Authority to Act		28
SECTION 3.10.	Custodian Fee		28
SECTION 3.11.	Indemnification by the Custodian		28
SECTION 3.12.	Effective Period and Termination of Custodian		28
SECTION 3.13.	Dispute Resolution		28

ARTICLE IV Administration and Servicing of Receivables			31

SECTION 4.1.	Duties of the Servicer		31
SECTION 4.2.	Collection of Receivable Payments; Modifications of Receivables		32
SECTION 4.3.	Realization upon Receivables		34
SECTION 4.4.	Insurance		35
SECTION 4.5.	Maintenance of Security Interests in Vehicles		37
SECTION 4.6.	Covenants of Servicer		37
SECTION 4.7.	Purchase of Receivables Upon Breach of Covenant		38
SECTION 4.8.	Total Servicing Fee; Payment of Certain Expenses by Servicer		39
SECTION 4.9.	Servicer’s Certificate and Asset-Level Information		39
SECTION 4.10.	Annual Statement as to Compliance, Notice of Servicer Termination Event		40
SECTION 4.11.	Annual Independent Public Accountants’ Reports		40
SECTION 4.12.	Access to Certain Documentation and Information Regarding Receivables		41



ARTICLE V Trust Accounts; Distributions; Statements to Noteholders		42

SECTION 5.1.	Establishment of Trust Accounts	42
SECTION 5.2.	[Reserved]	44
SECTION 5.3.	Certain Reimbursements to the Servicer	44
SECTION 5.4.	Application of Collections	45
SECTION 5.5.	[Reserved]	45
SECTION 5.6.	Additional Deposits	45
SECTION 5.7.	Distributions	45
SECTION 5.8.	Reserve Account	48
SECTION 5.9.	Statements to Noteholders	49
SECTION 5.10.	SOFR Determination	50

ARTICLE VI [Reserved]		51

ARTICLE VII The Seller		51

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

ARTICLE VIII The Servicer		55

SECTION 8.1.	Representations of Servicer	55
SECTION 8.2.	Liability of Servicer; Indemnities	57
SECTION 8.3.	Merger or Consolidation of, or Assumption of the Obligations of the Servicer	58
SECTION 8.4.	Limitation on Liability of Servicer and Others	59
SECTION 8.5.	Delegation of Duties	60
SECTION 8.6.	Servicer Not to Resign	60

ARTICLE IX Default		60

SECTION 9.1.	Servicer Termination Event	60
SECTION 9.2.	Consequences of a Servicer Termination Event	61
SECTION 9.3.	Appointment of Successor	61
SECTION 9.4.	Notification to Noteholders	62
SECTION 9.5.	Waiver of Past Defaults	62

ARTICLE X Termination		62

SECTION 10.1.	Optional Purchase of All Receivables	62

ARTICLE XI Administrative Duties of the Servicer		63

SECTION 11.1.	Administrative Duties	63
SECTION 11.2.	Records	65


SECTION 11.3.	Additional Information to be Furnished to the Issuer	65
SECTION 11.4.	Review Reports	65

ARTICLE XII Miscellaneous Provisions		66

SECTION 12.1.	Amendment	66
SECTION 12.2.	Protection of Title to Trust	67
SECTION 12.3.	Notices	68
SECTION 12.4.	Assignment	69
SECTION 12.5.	Limitations on Rights of Others	69
SECTION 12.6.	Severability	69
SECTION 12.7.	Counterparts and Consent to Do Business Electronically	70
SECTION 12.8.	Headings	70
SECTION 12.9.	Governing Law	70
SECTION 12.10.	Assignment to Trust Collateral Agent	70
SECTION 12.11.	Nonpetition Covenants	70
SECTION 12.12.	Limitation of Liability of Owner Trustee and Trust Collateral Agent	71
SECTION 12.13.	Trust Collateral Agent to Report Repurchase Demands due to Breaches of Representations and Warranties	72
SECTION 12.14.	Independence of the Servicer	72
SECTION 12.15.	No Joint Venture	72
SECTION 12.16.	State Business Licenses	72
SECTION 12.17.	Regulation RR Risk Retention	73
SECTION 12.18.	Submission to Jurisdiction; Waiver of Jury Trial	73


SCHEDULES

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

EXHIBITS

Exhibit A		Form of Servicer’s Certificate

iii

SALE AND SERVICING AGREEMENT, dated as of July 16, 2025, among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2025-3, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC. D/B/A GM FINANCIAL, a Delaware corporation (the “Servicer”), and CITIBANK, N.A., a national banking association, in its capacity as Trust Collateral Agent.

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

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

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

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

ARTICLE I

Definitions

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

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

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

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

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

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

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

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

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

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

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

“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of July 16, 2025, 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

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

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

“Base Servicing Fee” means, with respect to any Collection Period, the fee payable to the Servicer for services rendered during such Collection Period, which shall be equal to the product of (i) the Servicing Fee Rate times (ii) the Aggregate Principal Balance of the Receivables as of the opening of business on the first day of such Collection Period (or, in the case of the first Distribution Date, as of the opening of business on June 3, 2025) times (iii) one-twelfth (or, in the case of the first Distribution Date, a fraction equal to (x) the number of days from and including June 3, 2025 through and including July 31, 2025, divided by (y) 360).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Closing Date” means July 16, 2025.

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

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

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

“Collection Period” means, with respect to the first Distribution Date, the period beginning as of the close of business on June 2, 2025 and ending as of the close of business on July 31, 2025. With respect to each subsequent Distribution Date, “Collection Period” means the period beginning as of the close of business on the last day of the second preceding calendar month and ending as of the close of business on the last day of the immediately preceding calendar month. Any amount stated “as of the close of business” shall give effect to the following calculations as determined as of the end of the day on such day: (i) all applications of collections and (ii) all distributions.

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

“Commission” means the Securities and Exchange Commission.

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

“Controlling Class” means, (i) the Class A Notes so long as any class of the Class A Notes are Outstanding, (ii) if no class of Class A Notes is Outstanding, the Class B Notes, or (iii) if no Class A Notes or Class B Notes are Outstanding, the Class C 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, 480 Washington Boulevard, 16th Floor, Jersey City, New Jersey 07310, Attention: Citibank Agency & Trust – GMCAR 2025-3 and (b) for all other purposes, the principal office thereof at which at any particular time its corporate trust business shall be administered, which at the time of execution of this agreement is 388 Greenwich Street Tower, 26th Floor, New York, New York 10013, Attention: Citibank Agency & Trust - GMCAR 2025-3.

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

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

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

“Cutoff Date” means June 2, 2025.

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

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

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

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

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

“Delinquency Trigger” means, that (i) as of the end of any of the first through twelfth Collection Periods, the Delinquency Rate exceeds 1.10%, (ii) as of the end of any of the thirteenth through twenty-fourth Collection Periods, the Delinquency Rate exceeds 1.80%, (iii) as of the end of any of the twenty-fifth through thirty-sixth Collection Periods, the Delinquency Rate exceeds 2.80% or (iv) as of the end of any subsequent Collection Period, the Delinquency Rate exceeds 4.90%.

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

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

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

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

(c) with respect to any item of Trust Account Property that is an uncertificated security under Article 8 of the UCC and that is not governed by clause (b) above, registration on the books and records of the issuer thereof in the name of the Trust Collateral Agent or its nominee or custodian who either (i) becomes the registered owner on behalf of the Trust Collateral Agent or

(ii) having previously become the registered owner, acknowledges that it holds for the Trust Collateral Agent; and

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

“Depositor” means the Seller.

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

“Distribution Date” means, with respect to each Collection Period, the sixteenth (16th) day of the following calendar month, or, if such day is not a Business Day, the immediately following Business Day, commencing August 18, 2025. If GM Financial is no longer acting as Servicer, the distribution date may be a different day of the month.

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

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

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

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

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

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

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

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

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

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

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

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

(h) cash denominated in United States dollars.

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

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

“FDIC” means the Federal Deposit Insurance Corporation.

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

“Final Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes, the July 16, 2026 Distribution Date, (ii) the Class A-2-A Notes, the June 16, 2028 Distribution Date, (iii) the Class A-2-B Notes, the June 16, 2028 Distribution Date, (iv) the Class A-3 Notes, the August

16, 2030 Distribution Date, (v) the Class A-4 Notes, the September 16, 2031 Distribution Date, (vi) the Class B Notes, the September 16, 2031 Distribution Date and (vii) the Class C Notes, the January 18, 2033 Distribution Date.

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

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

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

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

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

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

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

“Indenture” means the Indenture, dated as of July 16, 2025, between the Issuer and Citibank, N.A., as Trust Collateral Agent and Trustee, as the same may be amended and supplemented from time to time.

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

“Insolvency Event” means, with respect to a specified Person, (a) the filing of a petition against such Person or the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case

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

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

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

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

“Interest Rate” means, with respect to:

(a) the Class A-1 Notes, 4.478% 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, 4.32% per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months);

(c) the Class A-2-B Notes, the greater of (i) SOFR plus 0.30% per annum and (ii) 0.00% (computed on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period);

(d) the Class A-3 Notes, 4.18% per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months);

(e) the Class A-4 Notes, 4.30% per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months);

(f) the Class B Notes, 4.53% per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months); and

(g) the Class C Notes, 4.73% per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months).

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

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

“Issuer” means GM Financial Consumer Automobile Receivables Trust 2025-3.

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

“Item 1122 Letter Agreement” means the Item 1122 Letter Agreement, dated as of July 16, 2025, between the Servicer and Citibank, N.A., as the same may be amended and supplemented from time to time.

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

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

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

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

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

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

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

“Monthly Remittance Condition” means, as of any date, that (i) GM Financial is the Servicer, (ii) GM Financial (or General Motors Financial Company, Inc., for so long as it is an Affiliate of GM Financial) has a short-term unsecured debt rating of at least “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 Amount of such Class of Notes divided by the original Outstanding Amount of such Class of Notes.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Prospectus” means the prospectus, dated July 9, 2025, relating to the offering of the Offered Notes, as filed with the Commission.

“Purchase Agreement” means the Purchase Agreement, dated as of July 16, 2025, between the Seller and GM Financial, pursuant to which the Seller acquires the Receivables, as such agreement may be amended from time to time.

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

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

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

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

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

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

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

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

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

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

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

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

“Required Pro Forma Note Balance” means, with respect to any Distribution Date, a dollar amount equal to (x) the Adjusted Pool Balance as of the end of the prior calendar month minus (y) 2.75% of the Adjusted Pool Balance as of the Cutoff Date.

“Required Rate” means (a) 7.50%, 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) 6.50%, with respect to any Distribution Date after the Class A-2-B Notes are paid in full, or, in each case, such other percentage approved by the Rating Agencies.

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

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

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

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

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

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

“Schedule of Receivables” means the schedule of all motor vehicle retail installment sale contracts and promissory notes originally held as part of the Trust which is attached 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 Receivable as a result of (i) the order of a court in an insolvency proceeding involving the Obligor, (ii) pursuant to the Servicemembers Civil Relief Act or (iii) modifications or extensions of the Receivable permitted by Section 4.2(b), the Scheduled Receivables Payment with respect to such

Collection Period shall refer to the Obligor’s payment obligation with respect to such Collection Period as so modified.

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

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

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

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

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

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

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

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

“Servicing Fee Rate” means 1.00% per annum.

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

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

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

(a)

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

(b)

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

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

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

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

“Specified Reserve Balance” means, with respect to any Distribution Date, an amount equal to 0.25% of the Adjusted Pool Balance as of the Cutoff Date; provided, that the Specified Reserve Balance will in no event exceed the Outstanding Amount of the Notes on such Distribution Date after giving effect to distributions pursuant to clauses (i) through (viii) of Section 5.7(a).

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

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

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

“Third Priority Principal Distribution Amount” means, with respect to any Distribution Date, an amount equal to (a) the excess, if any, of (i) the aggregate Outstanding Amount of the Class A Notes, Class B Notes and Class C Notes as of such Distribution Date (before giving effect to any principal payments made on the Class A Notes, Class B Notes and Class C Notes on such Distribution Date), over (ii) the Adjusted Pool Balance for such Distribution Date minus (b) the

sum of the First Priority Principal Distribution Amount and Second Priority Principal Distribution Amount for such Distribution Date; provided, however, that the Third Priority Principal Distribution Amount on the Final Scheduled Distribution Date of the Class C Notes shall not be less than the amount that is necessary to reduce the Outstanding Amount of the Class C Notes to zero.

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

“Trust” means the Issuer.

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

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

“Trust Agreement” means the Trust Agreement, dated as of May 27, 2025, between the Seller and the Owner Trustee, as amended and restated as of July 16, 2025 as the same may be amended and supplemented from time to time.

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

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

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

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

“Underwriter” means each of BofA Securities, Inc., Scotia Capital (USA) Inc., SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc. and R. Seelaus & Co., LLC.

“Underwriting Agreement” means the Underwriting Agreement, dated as of July 9, 2025, among the Seller, the Servicer and Scotia Capital (USA) Inc., on its own behalf and as the representative of the Underwriters.

“Yield Supplement Overcollateralization Amount” means with respect to any calendar month and the related Distribution Date, or with respect to the Cutoff Date, the aggregate amount by which the Principal Balance as of the last day of such calendar month or the Cutoff Date, as

applicable, of each of the related Receivables with an Annual Percentage Rate as stated in the related Contract is less than the Required Rate, other than a Liquidated Receivable, exceeds the present value, calculated using a discount rate equal to the Required Rate, of each Scheduled Receivables Payment of each such Receivable assuming such Scheduled Receivables Payment is made on the last day of each month and each month has thirty (30) days.

SECTION 1.2. Other Definitional Provisions.

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

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

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

(d) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, Schedule and Exhibit references contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall mean “including without limitation.”

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

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

ARTICLE II

Conveyance of Receivables

SECTION 2.1. Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Seller on the Closing Date of an amount equal to the book value of the

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

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

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

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

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

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

(f) the related Receivable Files;

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

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

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

SECTION 2.2. [Reserved]

SECTION 2.3. Further Encumbrance of Trust Property.

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

(b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture,

the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall be entitled to receive distributions with respect thereto as set forth herein.

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

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

SECTION 2.4. Intention of the Parties.

The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):

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

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

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

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

(f) the related Receivable Files;

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

ARTICLE III

The Receivables

SECTION 3.1. Representations and Warranties of Seller.

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

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

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

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

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

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

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

SECTION 3.2. Repurchase upon Breach.

(a) The Seller, the Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform, and any Noteholder may inform, the other parties to this Agreement (or, in the case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing 5% or more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, by notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.1(a), the Trust Collateral Agent shall inform the other parties to this Agreement in the manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second (or, if the Seller so elects, the first) month following the discovery by the Seller or receipt by the Seller of notice of such breach, unless such breach is cured by such date, the Seller shall have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such date. The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration of and simultaneously with the repurchase of the Receivable, the Seller shall remit, or cause GM Financial to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.6(a) and the Issuer shall execute such assignments and other documents reasonably requested by such Person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders

with respect to a breach of representations and warranties pursuant to Section 3.1(a) and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligation of GM Financial to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. None of the Owner Trustee, the Trust Collateral Agent or the Trustee shall have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to this Section.

In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

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

SECTION 3.3. Custody of Receivable Files.

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

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

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

GM Financial or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as secured party.

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

(b) If the Trust Collateral Agent, or its agent, as the case may be, is acting as the Custodian pursuant to Section 3.12, the Trust Collateral Agent, or its agent, as the case may be, shall be deemed to have assumed the obligations of the Custodian (except for any liabilities incurred by the predecessor Custodian) specified in this Agreement until such time as a successor Custodian has been appointed. Upon payment in full of any Receivable, the Servicer will notify the Custodian pursuant to a certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received in connection with such payments which are required to be deposited in the Collection Account pursuant to Section 4.1 have been so deposited) and shall request delivery of the Receivable and Receivable File to the Servicer; provided, that, no such certificate will be required to be delivered for so long as GM Financial is the Servicer. Upon the sale of any Receivable pursuant to Section 4.3(c), the Servicer (if GM Financial is not the Servicer) will notify the Custodian pursuant to a certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received in connection with such sale which are required to be deposited in the Collection Account pursuant to Section 4.3(c) have been so deposited) and shall request delivery of the Receivable and Receivable File to the purchaser of such Receivable. From time to time as appropriate for servicing and enforcing any Receivable, the Custodian shall, upon written request of an officer of the Servicer and delivery to the Custodian of a receipt signed by such officer, cause the original Receivable and the related Receivable File to be released to the Servicer; provided, that, no such written request shall be required for so long as GM Financial is the Servicer. The Servicer’s receipt of a Receivable and/or Receivable File shall obligate the Servicer to return the original Receivable and the related Receivable File to the Custodian when its need by the Servicer has ceased unless the Receivable is repurchased as described in Section 3.2, 4.2, 4.4(c) or 4.7.

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

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

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

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

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

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

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

SECTION 3.8. Administration; Reports. The Custodian shall, in general, attend to all non-discretionary details in connection with maintaining custody of the Receivable Files on behalf

of the Trust Collateral Agent. In addition, the Custodian shall assist the Trust Collateral Agent generally in the preparation of any routine reports to Noteholders or to regulatory bodies, to the extent necessitated by the Custodian’s custody of the Receivable Files.

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

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

SECTION 3.11. Indemnification by the Custodian. The Custodian agrees to indemnify the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee for any and all liabilities, obligations, losses, damage, payments, costs or expenses of any kind whatsoever (including the fees and expenses of counsel, which shall include any reasonable fees and expenses of counsel incurred by any indemnified party to enforce such indemnification obligation) that may be imposed on, incurred or asserted against the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee and their respective officers, directors, employees, agents, attorneys and successors and assigns as the result of any act or omission in any way relating to the maintenance and custody by the Custodian of the Receivable Files; provided, however, that the Custodian shall not be liable for any portion of any such liabilities, obligations, losses, damages, payments or costs or expenses due to the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s or the officers’, directors’, employees’ and agents’ thereof own willful misfeasance, bad faith or gross negligence. In no event shall the Custodian be liable to any third party for acts or omissions of the Custodian.

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

SECTION 3.13. Dispute Resolution.

(a) If the Servicer, the Trust, the Owner Trustee, the Trustee, the Trust Collateral Agent, a Noteholder or the Trust Collateral Agent on behalf of certain Noteholders in accordance with the following sentence (the “Requesting Party”) requests that the Seller and/or GM Financial repurchase a Receivable due to an alleged breach of a representation and warranty in Section 5.1 of the Purchase Agreement or in Section 3.2(a) hereof (each, a “Repurchase Request”), and the

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

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

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

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

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

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

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

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

(ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least fifteen (15) years of

experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

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

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

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

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

(d) For each mediation or arbitration:

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

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

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

ARTICLE IV

Administration and Servicing of Receivables

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

The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the

Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices.

The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

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

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

(a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable automobile receivables that it services for itself or others and otherwise act with respect to the Receivables, the Dealer Agreements, the Dealer Assignments, the Insurance Policies and the Other Conveyed Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto, including directing the Issuer to sell the Receivables

pursuant to Section 4.3(c). The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Receivable.

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

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

(d) The Servicer shall remit all payments by or on behalf of the Obligors received directly by the Servicer to the Collection Account as soon as practicable, but in no event later than the second Business Day after receipt thereof; provided, however, that if the Monthly Remittance Condition is satisfied, then the Servicer shall not be required to deposit into the Collection Account all payments by or on behalf of the Obligors received directly by the Servicer until noon, New York City time, on the Business Day prior to the Distribution Date immediately following receipt thereof. For purposes of the preceding sentence, “receipt” of a payment shall mean the initial deposit thereof in the Servicer’s bank account.

(e) [Reserved]

(f) GM Financial shall not cause or permit the substitution of the Financed Vehicle relating to a Receivable unless: (i) the substitution is a replacement of the Financed Vehicle originally financed under the related Receivable; (ii) the Financed Vehicle originally financed under the related Receivable was either (x) insured under an Insurance Policy as required under Section 4.4(a) at the time of a casualty loss that is treated as a total loss under such Insurance Policy, (y) deemed to be a “lemon” pursuant to applicable State law and repurchased by the related Dealer or (z) the subject of an order by a court of competent jurisdiction directing GM Financial to substitute another vehicle under the related Receivable; (iii) the related Receivable is not more than thirty (30) days delinquent; (iv) the Obligor is deemed to be in “good standing” by the Servicer and is not in breach of any requirement under the related Receivable; (v) the replacement Financed Vehicle has a book value (N.A.D.A.) at least equal to the book value (N.A.D.A.) of the Financed Vehicle that is being replaced, measured immediately before the casualty loss or replacement by the Dealer and (vi) as of the date of such substitution, the replacement Financed Vehicle’s mileage is no greater than the mileage on the Financed Vehicle that is being replaced; provided, however, that if the substitution is made pursuant to clause (ii)(z), above, clauses (iii) through (vi) inclusive,

shall not be applicable. GM Financial shall not cause or permit the substitution of Financed Vehicles relating to Receivables having an original aggregate Principal Balance greater than 2% of the Original Pool Balance (the “Substitution Limit”). In the event that the Substitution Limit is exceeded for any reason, (i) GM Financial shall, on or before the next following Accounting Date, repurchase a sufficient number of such Receivables to cause the aggregate original Principal Balances of such Receivables to be less than the Substitution Limit or (ii) if GM Financial is not the Servicer and the Servicer has caused substitutions to be made hereunder pursuant to the circumstances described in clause (ii)(x), above, the Servicer shall, on or before the next following Accounting Date, repurchase a sufficient number of such Receivables to cause the aggregate original Principal Balances of such Receivables to be less than the Substitution Limit.

SECTION 4.3. Realization upon Receivables.

(a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c), and consistent with the standards, policies and procedures required by this Agreement, the Servicer shall use its best efforts to repossess (or otherwise comparably convert the ownership of) and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer has determined that payments thereunder are not likely to be resumed, as soon as is practicable; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance or if it instead elects to direct the Issuer to sell the Receivables pursuant to Section 4.3(c). The Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable. The foregoing is subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it expects in its sole discretion, that such repair and/or repossession shall increase the proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof (or, if the Monthly Remittance Condition is satisfied, by no later than noon, New York City time, on the Business Day prior to the Distribution Date immediately following receipt thereof). The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of such Financed Vehicle, any deficiency obtained from the Obligor or any amounts received from the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(d)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable.

(b) If the Servicer, or if GM Financial is no longer the Servicer, GM Financial at the request of the Servicer, elects to commence a legal proceeding to enforce a Dealer Agreement or

Dealer Assignment, the act of commencement shall be deemed to be an automatic assignment from the Trust to the Servicer, or to GM Financial at the request of the Servicer, of the rights under such Dealer Agreement or Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or GM Financial, as appropriate, may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee and/or the Trust Collateral Agent, at GM Financial’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(d).

(c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third-party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than sixty (60) days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a Receivable that has become more than sixty (60) days delinquent if in its good faith judgment the Servicer determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. In selecting Receivables to be sold to a third-party purchaser pursuant to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure in selecting Receivables to be sold to third-party purchasers which is materially adverse to the interest of the Noteholders. The Issuer shall sell each Sold Receivable for the greatest market price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all Receivables sold to a single third-party purchaser on a single date must be at least equal to the sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause the third-party purchaser to remit all sale proceeds from the sale of Receivables to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof.

SECTION 4.4. Insurance.

(a) The Servicer shall require, in accordance with the Servicing Policies and Procedures, that each Financed Vehicle be insured by the related Obligor under the Insurance Policies referred to in paragraph 18 of Schedule B-1 hereto. Each Receivable requires the Obligor to maintain such physical loss and damage insurance, naming GM Financial or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) and its successors and assigns as additional insureds, and certain Receivables permit the holder of such Receivable to obtain physical loss and damage insurance at the expense of the Obligor if the Obligor fails to maintain such insurance. If the Servicer shall determine that an Obligor has failed to obtain or maintain a physical loss and damage Insurance Policy covering the related Financed Vehicle which satisfies the conditions set forth in such paragraph 18 (including, without limitation, during the repossession of such Financed Vehicle) the

Servicer may enforce the rights of the holder of the Receivable under the Receivable to require the Obligor to obtain such physical loss and damage insurance in accordance with the Servicing Policies and Procedures. The Servicer may maintain a vendor’s single interest or other collateral protection insurance policy with respect to all Financed Vehicles (“Collateral Insurance”) which policy shall by its terms insure against physical loss and damage in the event any Obligor fails to maintain physical loss and damage insurance with respect to the related Financed Vehicle. The Servicer shall cause itself or an Originating Affiliate, and may cause the Trust Collateral Agent (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), to be named as named insured under all policies of Collateral Insurance. Costs incurred by the Servicer in maintaining such Collateral Insurance shall be paid by the Servicer.

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

(c) In connection with any Force-Placed Insurance obtained hereunder, the Servicer may, in the manner and to the extent permitted by applicable law, require the Obligors to repay the entire premium to the Servicer. In no event shall the Servicer include the amount of the premium in the Amount Financed under the Receivable. For all purposes of this Agreement, the Insurance Add-On Amount with respect to any Receivable having Force-Placed Insurance will be treated as a separate obligation of the Obligor and will not be added to the Principal Balance of such Receivable, and amounts allocable thereto will not be available for distribution on the Notes and the Certificate. The Servicer shall retain and separately administer the right to receive payments from Obligors with respect to Insurance Add-On Amounts or rebates of Forced-Placed Insurance premiums. If an Obligor makes a payment with respect to a Receivable having Force-Placed Insurance, but the Servicer is unable to determine whether the payment is allocable to the Receivable or to the Insurance Add-On Amount, the payment shall be applied first to any unpaid Scheduled Receivables Payments and then to the Insurance Add-On Amount. Net Liquidation Proceeds on any Receivable will be used first to pay the Principal Balance and accrued interest on such Receivable and then to pay the related Insurance Add-On Amount. If an Obligor under a Receivable with respect to which the Servicer has placed Force-Placed Insurance fails to make scheduled payments of such Insurance Add-On Amount as due, and the Servicer has determined that eventual payment of the Insurance Add-On Amount is unlikely, the Servicer may, but shall not be required to, purchase such Receivable from the Trust for the Purchase Amount on any subsequent Determination Date. Any such Receivable, and any Receivable with respect to which the Servicer has placed Force-Placed Insurance which has been paid in full (excluding any Insurance Add-On Amounts) will be assigned to the Servicer.

(d) The Servicer may sue to enforce or collect upon the Insurance Policies, in its own name, if possible, or as agent of the Trust. If the Servicer elects to commence a legal proceeding to enforce an Insurance Policy, the act of commencement shall be deemed to be an automatic assignment of the rights of the Trust under such Insurance Policy to the Servicer for purposes of

collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce an Insurance Policy on the grounds that it is not a real party in interest or a holder entitled to enforce the Insurance Policy, the Issuer and/or the Trust Collateral Agent, at the Servicer’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems necessary to enforce such Insurance Policy, including bringing suit in its name or the name of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders.

SECTION 4.5. Maintenance of Security Interests in Vehicles.

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

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

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

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

(a) The Servicer covenants as follows:

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

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

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

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

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

any indemnified party to enforce such indemnification obligation), which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. Notwithstanding anything to the contrary contained herein, GM Financial, in its capacities as sponsor and servicer, will not be required to repurchase Receivables due solely to the Servicer’s not having received Lien Certificates that have been properly applied for from the Registrar of Titles in the applicable States for such Receivables.

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

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

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

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

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

(a) To the extent required by Section 1123 of Regulation AB, the Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent and each Rating Agency, on or before March 31 (or ninety (90) days after the end of the Issuer’s fiscal year, if other than December 31) of each year (regardless of whether the Seller has ceased filing reports under the Exchange Act), beginning on March 31, 2026, an Officer’s Certificate signed by any Responsible Officer of the Servicer, dated as of December 31 of the previous calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such other period as shall have elapsed from the Closing Date to the date of the first such certificate) and of its performance under this Agreement has been made under such officer’s supervision, and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled in all material respects all its obligations under this Agreement throughout such period, or, if there has been a failure to fulfill any such obligation in any material respect, identifying each such failure known to such officer and the nature and status of such failure.

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

(c) The Servicer will deliver to the Issuer, on or before March 31 of each year, beginning on March 31, 2026, 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, 2026, a report regarding such party’s assessment of compliance with certain minimum servicing criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

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

SECTION 4.11. Annual Independent Public Accountants’ Reports.

(a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates, to deliver to the Trustee, the Owner Trustee and the Trust Collateral

Agent, on or before March 31 (or ninety (90) days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2026, a report, dated as of December 31 of the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 4.10(c), including disclosure of any material instance of non-compliance, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

(b) Each party required to deliver an assessment of compliance described in Section 4.10(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent and the Servicer, on or before March 31 (or ninety (90) days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2026, 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, 2026, with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a copy of the Form 10-K filed with the Commission for General Motors Financial Company, Inc., which filing includes a statement that such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; provided, however, that to the extent that the Servicer or an Affiliate of the Servicer makes such information publicly available, the requirement under this Section 4.11(c) shall be deemed satisfied, and (2) upon request of the Trustee, the Owner Trustee or the Trust Collateral Agent, to issue an acknowledgement to the effect that such firm has audited the books and records of General Motors Financial Company, Inc., in which the Servicer is included as a consolidated subsidiary, and issued its report pursuant to item (1) of this Section and that the accounting firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants

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

ARTICLE V

Trust Accounts; Distributions; Statements to Noteholders

SECTION 5.1. Establishment of Trust Accounts.

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

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

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

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

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

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

(e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Issuer and the Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or received from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in accordance with the instructions outlined in the most recent investment direction letter between the Servicer and the Trust Collateral Agent.

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

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

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

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

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

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

(E) any Trust Account Property that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (D) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Trust Collateral Agent’s (or its nominee’s) ownership of such security; and

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

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

SECTION 5.2. [Reserved]

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

payments due on the Receivables and (ii) any fees or expenses related to extensions due on the Receivables.

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

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

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

SECTION 5.5. [Reserved]

SECTION 5.6. Additional Deposits.

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

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

SECTION 5.7. Distributions.

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

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

(ii) on a pro rata basis, to each of the Trustee, the Trust Collateral Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.7. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Noteholder), the Trust Collateral

Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred.

(e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five (5) Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture.

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

SECTION 5.8. Reserve Account.

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

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

(c) On each Distribution Date, the Servicer shall instruct the Trust Collateral Agent (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) (A) if the amount on deposit in the Reserve Account (without taking into account any amount on deposit in the Reserve Account representing net Investment Earnings) is less than the Specified Reserve Balance, in which case the Trust Collateral Agent shall, after payment of any amounts required to be distributed pursuant to clauses (i) through (viii) of Section 5.7(a) deposit in the Reserve Account the Reserve Account Deposit Amount pursuant to Section 5.7(a)(ix), and (B) if the amount on deposit in the Reserve Account, after giving effect to all other

deposits thereto and withdrawals therefrom to be made on such Distribution Date is greater than the Specified Reserve Balance, in which case the Trust Collateral Agent shall distribute the amount of such excess as part of Available Funds on such Distribution Date.

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

(e) Amounts properly transferred to the Certificate Distribution Account for payment to the Certificateholder pursuant to this Agreement shall not be available to the Trust Collateral Agent or the Trust for the purpose of making deposits to the Reserve Account, or making payments to the Noteholders, nor shall the Certificateholder be required to refund any amount properly received by them.

SECTION 5.9. Statements to Noteholders.

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

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

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

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

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

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

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

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

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

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

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

(b) The Trust Collateral Agent will make available each month to each Noteholder the statements referred to in Section 5.9(a) above (and certain other documents, reports and information regarding the Receivables provided by the Servicer from time to time) via the Trust Collateral Agent’s internet website, with the use of a password provided by the Trust Collateral Agent. The Trust Collateral Agent’s internet website will be located at www.sf.citidirect.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 website assistance line at (888) 855-9695. The Trust Collateral Agent shall have the right to change the way the statements referred to in Section 5.9(a) above are distributed in order to make such distribution more convenient and/or more accessible to the parties entitled to receive such statements so long as such statements are only provided to the then current Noteholders. The Trust Collateral Agent shall provide notification of any such change to all parties entitled to receive such statements in the manner described in Section 12.3 hereof, Section 11.4 of the Indenture or Section 11.5 of the Indenture, as appropriate.

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

ARTICLE VI

[Reserved]

ARTICLE VII

The Seller

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

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

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

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

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

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

availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

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

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

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

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

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

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

(l) Chief Executive Office and Principal Place of Business. The chief executive office and principal place of business of the Seller is at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102.

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

SECTION 7.2. Corporate Existence.

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

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

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

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

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

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

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

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

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

(a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions

contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same.

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

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

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

SECTION 7.4. Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the

Trust Collateral Agent and the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

SECTION 7.5. Limitation on Liability of Servicer, Seller and Others. The Servicer, the Seller and any of its respective directors or officers or employees or agents of the Servicer or the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising under any Basic Document. Neither the Servicer nor the Seller shall be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

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

ARTICLE VIII

The Servicer

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

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

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

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

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

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

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

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

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

(i) Chief Executive Office and Principal Place of Business. The chief executive office and principal place of business of the Servicer is located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102.

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

SECTION 8.2. Liability of Servicer; Indemnities.

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

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

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

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

date of, the sale of the Receivables and the Other Conveyed Property to the Trust or the issuance and original sale of the Notes) and costs and expenses in defending against the same.

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

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

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

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

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

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

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

GM Financial shall not merge or consolidate with any other Person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to

become the successor to GM Financial’s business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of GM Financial contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (a) into which GM Financial may be merged or consolidated, (b) resulting from any merger or consolidation to which GM Financial shall be a party, (c) which acquires by conveyance, transfer, or lease substantially all of the assets of GM Financial, or (d) succeeding to the business of GM Financial, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release GM Financial from any obligation. GM Financial shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders and each Rating Agency. Notwithstanding the foregoing, GM Financial shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM Financial’s business, unless (x) immediately after giving effect to such transaction, no covenant made pursuant to Section 4.6 shall have been breached (for purposes hereof, such covenants shall speak as of the date of the consummation of such transaction), (y) GM Financial shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Rating Agencies an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) GM Financial shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Rating Agencies an Opinion of Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

SECTION 8.4. Limitation on Liability of Servicer and Others.

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

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

SECTION 8.6. Servicer Not to Resign. Subject to the provisions of Section 8.3, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon a determination that, by reason of a change in legal requirements, the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on the Servicer if the Majority Noteholders do not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner Trustee. No resignation of the Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer.

ARTICLE IX

Default

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

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

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

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

caused by a Force Majeure Event or other similar occurrence, the sixty (60) day grace period shall be extended for an additional ninety (90) calendar days.

SECTION 9.2. Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

SECTION 9.3. Appointment of Successor.

(a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party may, or at the written direction of the Majority Noteholders shall, appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent

with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder.

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

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

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

ARTICLE X

Termination

SECTION 10.1. Optional Purchase of All Receivables.

(a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal, and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an amount equal to the greater

of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust.

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

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

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

ARTICLE XI

Administrative Duties of the Servicer

SECTION 11.1. Administrative Duties.

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

(b) Duties with Respect to the Issuer.

(i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer shall perform such calculations and shall prepare, file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation, filing or delivery by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under State and federal tax and securities laws (including any filings

required pursuant to the 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 provision.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 11.4. Review Reports. Upon the request of any Noteholder to the Servicer for a copy of any Review Report (as defined in the Asset Representations Review Agreement), the Servicer shall promptly provide a copy of such Review Report to such Noteholder; provided, that, if the requesting Noteholder is not a Noteholder of record, such Noteholder must provide the

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

ARTICLE XII

Miscellaneous Provisions

SECTION 12.1. Amendment.

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

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

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

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

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

SECTION 12.2. Protection of Title to Trust.

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

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

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

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

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

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

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

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

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

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

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

SECTION 12.3. Notices.

(a) All demands, notices and communications upon or to the Seller, the Servicer, the Owner Trustee, the Trustee or the Rating Agencies (upon whom any demands, notices or communications shall be provided only by the Seller or the Servicer) under this Agreement shall be in writing, personally delivered, electronically delivered, mailed by certified mail, return receipt requested, federal express or similar overnight courier service, and shall be deemed to have been duly given upon receipt (i) in the case of the Seller, to AFS SenSub Corp., 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: Robert Pigott, SVP Corporate Finance, Email: Robert.Pigott@gmfinancial.com, (iii) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office of the Owner Trustee, (iv) in the case of the Trustee or the Trust Collateral Agent, at the applicable Corporate Trust Office of the Trustee and the Trust Collateral Agent, (v) in the case of Fitch, to Fitch Ratings, Inc., 33 Whitehall Street, New York, New York 10004, Attention: Asset Backed Surveillance, (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 10004, Attention: Asset Backed Surveillance Group and (vii) in the case of the Asset Representations Reviewer, to ARRNotices@clayton.com and to Clayton Fixed Income Services LLC, 720 S. Colorado Boulevard, 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 not the Noteholder shall receive such notice. Where this Agreement provides for notice or delivery of documents to the Rating Agencies, failure to give such notice or deliver such documents shall not affect any other rights or obligations created hereunder.

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

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

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

SECTION 12.6. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such

prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 12.7. Counterparts and Consent to Do Business Electronically. This Agreement may be executed and delivered in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Agreement and any documents to be delivered in connection with this Agreement may be executed by means of an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, State enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Agreement and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

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

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

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

SECTION 12.11. Nonpetition Covenants.

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

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

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

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

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

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

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

pursuant to Section 3.5 of the Indenture or is taking any action to perfect or re-perfect the security interests in the Financed Vehicles pursuant to Section 4.5(b)).

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

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

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

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

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

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

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

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

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

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

[Remainder of Page Intentionally Left Blank]

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


GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2025-3

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

By:		/s/ Jacob Stapleford
Name:		Jacob Stapleford
Title:		Assistant Vice President

AFS SENSUB CORP.
as Seller

By:		/s/ Jeffrey Fish
Name:		Jeffrey Fish
Title:		Vice President, Corporate Treasury

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

By:		/s/ Robert T. Pigott III
Name:		Robert T. Pigott III
Title:		Senior Vice President, Corporate Treasury

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

By:		/s/ Kristen Driscoll
Name:		Kristen Driscoll
Title:		Senior Trust Officer

[Signature Page to Sale and Servicing Agreement]

SCHEDULE A

SCHEDULE OF RECEIVABLES


Loan Number	Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number
111031816945		111077868773		111067967020		111088587391		111034032128		111087793412		111089299594		111089491059		111089361123		111067973195		111086743731		111087610881		111089192293		111087978901		111084196225		111083713454		111079782523		111088348026		111084832020		111081270034
111031769368		111077890666		111067921806		111088587683		111081695967		111087793489		111089313793		111089491150		111089361134		111067928320		111086758322		111087625999		111089192316		111087978956		111084163870		111083713746		111079796720		111088348127		111084846564		111081270168
111044204120		111077815966		111067922021		111088481877		111081696069		111087793771		111089313838		111089491172		111089361257		111067992837		111086758579		111087626260		111089192798		111087979092		111084223428		111083745763		111079825419		111088348273		111084846878		111081300555
111044164338		111077832909		111067906247		111088481934		111081696081		111087809487		111089313872		111089491206		111089361279		111067959188		111086758692		111087521062		111089192989		111087996361		111084240810		111083760973		111079755006		111088243930		111084863406		111081328522
111044169940		111077891825		111067923707		111088481978		111081587631		111087809555		111089313894		111089491981		111089361325		111067976323		111086665026		111087535034		111089193137		111087893503		111084241002		111083715243		111079825903		111088243974		111084900992		111081239433
111044170920		111077891847		111067938028		111088482205		111081602112		111087810175		111089314020		111089508676		111089361404		111067946443		111086680191		111087535090		111089208088		111087893682		111084274930		111083730318		111079826690		111088244054		111084902039		111081240109
111067132271		111034696584		111067953788		111088482250		111081617073		111087824675		111089314042		111089508711		111089361415		111067979540		111086713154		111087535179		111089208123		111087893817		111084197136		111083730352		111079840887		111088244133		111084788288		111081256397
111067149448		111034737827		111068006148		111088496143		111081663647		111087824721		111089314110		111089508890		111089361516		111067979786		111086713165		111087550378		111089208178		111087907273		111084164310		111083747585		111079755376		111088244234		111084832211		111081271439
111067164287		111071007929		111067925013		111088496198		111081680422		111087840347		111089314143		111089508946		111089361538		111070089456		111086713200		111087550558		111089208189		111087907442		111084164332		111083761378		111079798542		111088244256		111084832255		111081317092
111067076694		111071065271		111067940560		111088496312		111081617398		111087840448		111089314569		111089508968		111089374666		111070136730		111086728655		111087550828		111089223692		111087907521		111084164567		111083761468		111079812189		111088257069		111084833515		111081317294
111067108959		111071081279		111034377591		111088496424		111081633251		111087840493		111089314659		111089509127		111089374835		111070151232		111086728756		111087550839		111089224086		111087907655		111084224766		111083782865		111079826881		111088257092		111084833650		111081224651
111067134611		111071065923		111034454553		111088496446		111081633273		111087840831		111089314682		111089509149		111089374846		111071447804		111086744664		111087550929		111089224301		111087921459		111084266795		111083671604		111079799318		111088257171		111084847677		111081225225
111067176280		111071036673		111034402804		111088496525		111081648460		111087857211		111089330039		111089522908		111089374880		111071351235		111086745362		111087565701		111089224413		111087921583		111084198081		111083686329		111079799431		111088272246		111084847835		111081225393
111067167505		111071052233		111034403366		111088496637		111081649696		111087857503		111089330242		111089523145		111089374903		111071384534		111086745373		111087565778		111089224503		111087921673		111084198249		111083701136		111079813056		111088272370		111084848409		111081286749
111067096203		111070995980		111034441874		111088496693		111081604248		111087857918		111089330253		111089523235		111089374970		111071433810		111086759187		111087566117		111089224514		111087921910		111084164815		111083715311		111079813180		111088272527		111084864069		111081286806
111067064680		111070975955		111034381316		111088510915		111081604293		111087873040		111089331175		111089523381		111089375061		111071449525		111086666814		111087580876		111089224558		111087935229		111084268607		111083715399		111079828557		111088272785		111084892071		111081302434
111067172848		111071011722		111034393342		111088510960		111081617961		111087873084		111089347453		111089523437		111089375072		111071370573		111086666904		111087580977		111089136101		111087936017		111084213977		111083730576		111079771969		111088272820		111084803624		111081302692
111067083300		111071040409		111034419127		111088511028		111081665942		111087762115		111089347914		111089538624		111089375117		111071353989		111086680966		111087581428		111089136189		111087936107		111084214383		111083731397		111079785627		111088286601		111084819025		111081242617
111025824206		111070998062		111034445429		111088511073		111081666055		111087762159		111089239329		111089538646		111089386771		111071370854		111086698583		111087581440		111089136314		111087949998		111084270194		111083731443		111079863938		111088286634		111084819216		111081287650
111062039586		111070978745		111034421131		111088511084		111081590466		111087762182		111089240040		111089538691		111089386793		111071385546		111086729016		111087581473		111089136493		111087950529		111084184165		111083731577		111079758122		111088286702		111084849208		111081287706
111062084373		111070980726		111064362880		111088511185		111081683403		111087762261		111089240163		111089538747		111089386805		111071402355		111086729140		111087596020		111089136673		111087965323		111084184558		111083747822		111079786213		111088286926		111084892532		111081303626
111062041871		111071057317		111064391994		111088525146		111081684123		111087762496		111089252728		111089538848		111089387457		111071418925		111086759705		111087596200		111089136752		111087965345		111084199363		111083773438		111079801244		111088287196		111084892925		111081303839
111062042760		111071091517		111064349751		111088525168		111081684224		111087777920		111089252773		111089538859		111089387479		111071403525		111086759907		111087611590		111089150905		111087965356		111084167267		111083672379		111079814732		111088302240		111084790595		111081226811
111062073865		111071016086		111064364972		111088525236		111081684280		111087778044		111089252784		111089538905		111089387570		111071420827		111086760156		111087611679		111089151322		111087965514		111084167649		111083687397		111079814877		111088302341		111084790753		111081304515
111061986643		111071092574		111064378898		111088525258		111081591029		111087778279		111089252830		111089539614		111089387581		111071461923		111086778638		111087611680		111089151399		111087965660		111084260609		111083701787		111079815104		111088302396		111084804940		111081227597
111062044627		111071033614		111064380161		111088525281		111081591478		111087778370		111089252964		111089539669		111089387750		111071374117		111086667400		111087612366		111089151423		111087965907		111084185649		111083748812		111079854725		111088302464		111084820027		111081244103
111062059757		111071018897		111064366435		111088541043		111081620268		111087778381		111089266789		111089555735		111089387783		111071389371		111086682418		111087612467		111089165877		111087979238		111084186055		111083763864		111079773118		111088302611		111084834932		111081289281
111062046663		111070985215		111064380846		111088541054		111081620965		111087793939		111089267162		111089555803		111089387862		111071453744		111086682520		111087626697		111089166025		111087979799		111084186066		111083673156		111079773275		111088302666		111084835078		111081289360
111062047406		111071046270		111064410367		111088541065		111081636940		111087793951		111089267308		111089555971		111089400947		111071463644		111086682586		111087626989		111089166148		111088002618		111084261464		111083673437		111079787494		111088318517		111084866285		111058165053
111061990288		111071004319		111064383041		111088541201		111081667810		111087794053		111089267342		111089555993		111089401140		111071406887		111086682654		111087522243		111089166193		111088002685		111084261688		111083703138		111079815621		111088318810		111084866555		111058064691
111059290299		111070987510		111064397428		111088541290		111081667933		111087794503		111089282800		111089556039		111089401151		111071377154		111086682687		111087522355		111089166216		111088002753		111084261970		111083717582		111079845871		111088319013		111084881888		111058098340
111059276114		111071022803		111064428300		111088556487		111081668585		111087810221		111089282822		111089573207		111089401218		111071408924		111086699135		111087522399		111089117313		111087893907		111084170429		111083732714		111079855805		111088334357		111084882463		111046913950
111059305937		111063211039		111064428434		111088556623		111081668620		111087810298		111089283036		111089573230		111089401263		111071424708		111086715202		111087522591		111089117324		111087893963		111084171048		111083764359		111079856109		111088335077		111084894871		111046916470
111059321621		111063180304		111064385560		111088556735		111081684897		111087810726		111089283249		111089573375		111089401500		111071345812		111086715370		111087522647		111089117526		111087894010		111084171082		111083764382		111079774715		111088348396		111084895311		111046931590
111059352401		111063163945		111064445309		111088556881		111081685135		111087810748		111089283250		111089573397		111089401690		111071426519		111086729881		111087535528		111089133041		111087894076		111084201817		111083674102		111079816543		111088348442		111084791574		111080954795
111059277845		111063164249		111064450046		111088572823		111081702786		111087810782		111089283362		111089573443		111089414773		111071443530		111086746699		111087535742		111089133276		111087894111		111084153947		111083718066		111079846546		111088348565		111084805862		111080849394
111059293719		111063253428		111064655481		111088572889		111081607320		111087825069		111089299707		111089573533		111089414784		111071346767		111086747252		111087536226		111089133344		111087894346		111078522007		111083750860		111079761395		111088348644		111084821703		111080910887
111059354481		111063184803		111064595912		111088573172		111081685551		111087841034		111089299741		111089573555		111089414874		111071347139		111086760651		111087551010		111089133423		111087908296		111078570000		111083750916		111079761496		111088349038		111084851054		111080911169
111059325467		111063167422		111064628773		111088587728		111081685753		111087841405		111089299819		111089573601		111089414908		111071411467		111086761180		111087551032		111089133579		111087908410		111078606572		111083751030		111079789306		111088349140		111084851166		111080940947
111059381740		111063167668		111064643781		111088587975		111081704902		111087841517		111089299875		111089573689		111089415415		111082093780		111086780798		111087551234		111089193249		111087908588		111078507123		111083689692		111079846782		111088349487		111084867163		111080865493
111059358317		111063204851		111064585168		111088588404		111081593818		111087842215		111089300564		111089573735		111089415695		111081983664		111086668164		111087552482		111089193553		111087908825		111078522355		111083765990		111079846838		111088349678		111084867411		111080881749
111059315354		111063260156		111064645457		111088496963		111081608264		111087858324		111089314738		111089591386		111089430760		111082066061		111086669020		111087567084		111089193586		111087922708		111078571337		111083766698		111070775661		111088349702		111084883116		111080912362
111059361333		111063231547		111064601987		111088497672		111081653297		111087859156		111089314884		111089591410		111089430771		111082082339		111086700767		111087567343		111089208369		111087922786		111078571719		111083766979		111070823700		111088244425		111084883666		111080926435
111087476151		111063209632		111064648292		111088511343		111081670274		111087859235		111089314895		111089591588		111089430805		111081985127		111086715695		111087581585		111089208415		111087936398		111078573058		111083780830		111070745680		111088244515		111084884128		111080866731
111087476162		111063161617		111064676327		111088511354		111081686035		111087859246		111089315087		111089593063		111089430850		111081985295		111086715886		111087581619		111089208459		111087936400		111078493813		111083736145		111070745972		111088244650		111084792430		111080898220
111087476173		111087119582		111064604799		111088511398		111081686349		111087873635		111089315223		111089605472		111089431031		111081985712		111086716135		111087581899		111089224659		111087936545		111078556879		111083736381		111070778899		111088257799		111084792474		111080912687
111087476858		111087119627		111064634275		111088511444		111081707860		111087873972		111089315267		111089605584		111089431176		111081986904		111086731941		111087581901		111089225166		111087936567		111078573610		111083752727		111070779744		111088257812		111084806773		111080941926
111087476960		111087119717		111064605532		111088511455		111081623081		111087874377		111089315302		111089605618		111089431187		111082002566		111086731952		111087581989		111089136763		111087936792		111078494555		111083768005		111070780016		111088258183		111084806807		111080958823
111087491642		111087119739		111064620517		111088511534		111081639527		111087762799		111089315335		111089605652		111089448017		111082002588		111086747634		111087582025		111089137179		111087966010		111078524920		111083768061		111070765839		111088273102		111084807033		111080866977

SCH-A-1


Loan Number	Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number
111087491709		111087135883		111064605970		111088511679		111081687485		111087763105		111089331625		111089605685		111089448310		111082002702		111086761832		111087582070		111089137854		111087966133		111078540658		111083661399		111070827647		111088273157		111084822344		111080867945
111087491888		111087136019		111064621192		111088512445		111081594707		111087763284		111089332075		111089605810		111089448343		111082018899		111086770944		111087596222		111089151524		111087966166		111078540704		111083661816		111070781354		111088273607		111084837047		111080883459
111087506795		111087026602		111064678868		111088526002		111081594729		111087778561		111089332109		111089605821		111089448466		111082050378		111086771608		111087596479		111089151568		111087966841		111078558231		111083691011		111070781769		111088273618		111084868872		111080883662
111087506920		111087071365		111064652062		111088526642		111081624273		111087778628		111089332187		111089605854		111089448512		111082050581		111086771934		111087596660		111089151715		111087980623		111082590401		111083706210		111070796664		111088273786		111084869075		111080929045
111087397670		111087071398		111064608760		111088541582		111081639583		111087778639		111089332200		111089605865		111089448556		111082067804		111086772047		111087596806		111089151962		111087980779		111082607017		111083720575		111056946216		111088273809		111084898651		111080942994
111087398413		111087071477		111064738371		111088541706		111081655479		111087779146		111089332323		111089492162		111089462888		111081969141		111086669446		111059267338		111089152019		111087980780		111082607107		111083753571		111056842053		111088287242		111084898864		111080943210
111087398446		111087087654		111064752838		111088541739		111081673491		111087794637		111089349231		111089492487		111089462990		111081969196		111086670077		111059176258		111089152053		111087981130		111082505182		111083768094		111056918024		111088287297		111084898954		111080964921
111087413983		111087120562		111064711529		111088541773		111081702247		111087794750		111089349275		111089492522		111089463126		111082003343		111086701476		111059235232		111089152075		111087981534		111082505205		111083677543		111056875790		111088287310		111084822883		111080853164
111087414120		111087120573		111064698343		111088541784		111081626321		111087811569		111089349400		111089492599		111089463159		111082003635		111086717080		111059192357		111089152121		111087998284		111082505339		111083706793		111056956992		111088287714		111084852965		111080868351
111087414243		111087120641		111064725232		111088541931		111081674942		111087811884		111089349422		111089509509		111089463216		111082068669		111086717091		111059208827		111089167734		111087998318		111082505643		111083721611		111056937238		111088302903		111084869570		111080900471
111087414298		111087120977		111064800001		111088541953		111081597968		111087811929		111089349602		111089509598		111089463339		111081971256		111086717170		111059225668		111089167756		111087998419		111082558012		111083737708		111056948454		111088302981		111084869659		111080960871
111087414401		111087137087		111064742107		111088542235		111081627018		111087825801		111089240769		111089509723		111089361662		111081988951		111086732795		111062098895		111089167789		111087894560		111082558135		111083738057		111056950334		111088302992		111084808113		111080961872
111087429003		111087027029		111064728695		111088557231		111081642532		111087826004		111089241210		111089509756		111089361673		111081989233		111086748062		111062100215		111089167880		111087894649		111082591424		111083738170		111056911634		111088303139		111084823895		111080869352
111087429025		111087057695		111064702518		111088557398		111081643498		111087826060		111089241287		111089509767		111089362012		111082004603		111086748477		111062205299		111089118336		111087894818		111082591525		111083753795		111056914064		111088303207		111084853539		111080885327
111087429036		111087072434		111044529322		111088558489		111081691828		111087826318		111089253583		111089523459		111089362113		111082004838		111086748512		111062159837		111089118460		111087895314		111082624498		111083754426		111079762060		111088303308		111084870493		111080885877
111087429058		111087088475		111044518678		111088558490		111081705857		111087826510		111089253695		111089523516		111089363024		111082020353		111086762800		111062160996		111089118505		111087909006		111082507645		111083769848		111079789924		111088319114		111084886030		111080945908
111087429610		111087088497		111044597394		111088558647		111081598891		111087826521		111089253785		111089523550		111089375230		111082036811		111086762956		111062191899		111049905145		111087909118		111082507825		111083662783		111079790454		111088319204		111084886883		111080963098
111087430500		111087088677		111058826844		111088573251		111081599487		111087842608		111089253976		111089523572		111089375252		111082036956		111086772878		111062133963		111049845362		111087909208		111082523429		111083693181		111079805260		111088319260		111084795343		111080902451
111087430544		111087088723		111058877884		111088573330		111081659507		111087843216		111089254023		111089523583		111089375263		111082053472		111086773295		111062193790		111049864565		111087909310		111082523564		111083707244		111079818084		111088319653		111084809585		111080855908
111087445191		111087121383		111058832379		111088573611		111081599960		111087843272		111089254056		111089524012		111089375319		111078165101		111086773329		111062150311		111058991296		111087909365		111082542363		111083707884		111079848830		111088335808		111084825493		111080887745
111087445315		111087137245		111058834742		111088573723		111081600233		111087843306		111089267780		111089539737		111089375409		111078182009		111086773330		111062205457		111058943844		111087923169		111082575459		111083723455		111079861778		111088335819		111084871382		111080888083
111087445348		111087138033		111060185104		111088589078		111081614812		111087843395		111089267825		111089539748		111089375421		111078133959		111086670459		111062136405		111058995335		111087923855		111082575482		111083739003		111079861813		111088336023		111084888436		111080902978
111087445359		111087138101		111060126873		111088589135		111081629010		111087843586		111089268028		111089539872		111089375757		111078095990		111086685680		111062152188		111059010750		111087923888		111082575505		111063036191		111079762374		111088336078		111084796153		111080931745
111087477242		111087138156		111060202485		111088589359		111081629290		111055178504		111089268051		111089557007		111089375803		111078200639		111086685893		111062165957		111080066003		111087936905		111082575651		111063036337		111079776807		111088349779		111084796748		111080931789
111087477400		111087138459		111060144165		111088483318		111081677136		111055165870		111089268422		111089557355		111089375847		111078135131		111086685950		111062109168		111080081303		111087936994		111082609277		111062946112		111079790757		111088349825		111084825684		111080956753
111087477534		111087138493		111060222005		111088483341		111081693921		111055223796		111089284420		111089557412		111089375881		111078078924		111086702310		111062125953		111080097209		111087937513		111082609312		111062946370		111079834936		111088245033		111084839724		111080957507
111087477624		111087138549		111060190975		111088483420		111081585280		111055252428		111089284453		111089557625		111089375892		111078148999		111086718070		111064944099		111079991682		111087937625		111082609806		111062978308		111079849099		111088245134		111084840333		111080903564
111087478344		111087028277		111060132375		111088483486		111081600895		111055186109		111089284509		111089557704		111089387985		111061949978		111086733268		111064944279		111080066519		111087937681		111082627064		111062934782		111079748402		111088245729		111084855890		111080903586
111087491978		111087028367		111060168824		111088484117		111081615464		111083113964		111089284633		111089573982		111089388357		111061878575		111086733325		111064989177		111080097681		111087937760		111082627222		111063042064		111079748503		111088245886		111084693014		111080957765
111087492081		111087043724		111060169779		111088497997		111081646109		111083129208		111089300799		111089574185		111089388447		111061912428		111086734124		111064932041		111080007143		111087952015		111082508657		111062938595		111079749290		111088259780		111084693373		111080858079
111087492160		111087043779		111060183933		111088498303		111081660756		111083145307		111089300823		111089574220		111089401814		111061961028		111086734135		111064974047		111080036763		111087952330		111082543353		111062984732		111079791332		111088259948		111084693609		111080858495
111087492564		111087058326		111073940141		111088498314		111081661139		111083145475		111089300935		111089574398		111089401836		111061905341		111086748657		111065020107		111080051568		111087967594		111082560802		111062999277		111079791949		111088260029		111084725267		111080873021
111087492744		111087058573		111073998920		111088498459		111081678317		111083037206		111089301172		111089574455		111089401948		111039484089		111086748893		111065005559		111080098031		111087967943		111082576326		111062956258		111079819849		111088260041		111084741951		111080873739
111087507370		111087072973		111073999011		111088512805		111081586461		111083051987		111089301206		111089574477		111089401982		111039520888		111086749793		111065007359		111079993774		111087981680		111082593088		111062987342		111079835689		111088273933		111084756160		111080919000
111087507729		111087105981		111074014638		111088512973		111081601234		111083052494		111089301318		111089593434		111089402006		111039449822		111086763508		111065040592		111080008212		111087981792		111082629505		111063001845		111079850394		111088274057		111084661660		111080933938
111087507897		111087123004		111073957789		111088513110		111081601740		111083114448		111089301352		111089593658		111089402051		111039450093		111086763597		111064992991		111080068285		111087981950		111082525667		111062957530		111079750012		111088274103		111084662863		111080959554
111087507909		111087123194		111073987311		111088513222		111081646840		111083129387		111089301431		111089593726		111089402062		111045196233		111086764150		111064936270		111080068858		111087981961		111082544118		111062943759		111079778674		111088274125		111083619493		111080960141
111087398930		111087141431		111073941917		111088527137		111090287098		111083145723		111089301453		111089593760		111089402174		111073679779		111086775051		111065026563		111079994955		111087982074		111082561757		111062973639		111079850675		111088274215		111083619695		111080874459
111087399188		111087141464		111074029858		111088527687		111090287267		111083037532		111089301554		111089607395		111089402275		111073648911		111086671764		111064940736		111079995068		111087982377		111082594922		111088081558		111072976981		111088274518		111083538583		111080919897
111087414614		111087028907		111073973248		111088527788		111090287391		111083037600		111089315560		111089607407		111089416191		111073681659		111086703108		111064942558		111080009044		111087982478		111082610808		111088081581		111073007291		111088274529		111083539023		111080935514
111087414805		111087044185		111073988558		111088543652		111090303806		111083053338		111089315638		111089607452		111089416203		111073649305		111086703209		111079615506		111080069152		111088000302		111082510515		111088096138		111073035641		111088288074		111083554075		111080962019
111087414850		111087044545		111073974496		111088543898		111090303828		111083068301		111089315795		111089607676		111089416270		111073666696		111086703276		111079552911		111079995855		111088000425		111082526770		111088096284		111073064597		111088288096		111083554996		111080859700
111087430667		111087059338		111074047320		111088543900		111090303996		111083099507		111089315885		111089608228		111089416405		111073589858		111086703344		111079600364		111080054729		111088000469		111082527210		111088096329		111072993531		111088288120		111083571704		111080935682
111087430702		111087073996		111073975486		111088544114		111090304098		111083115472		111089315896		111089492847		111089416539		111073636435		111086718520		111079509586		111080085532		111088000492		111082545209		111088096532		111073021084		111088288153		111083571894		111080963559
111087430982		111087106319		111073989885		111088558715		111090304155		111083115629		111089315919		111089492870		111089431334		111066298521		111086718890		111079553169		111080102431		111088000504		111082545232		111088110731		111072962021		111088288669		111083589185		111080963818
111087431084		111087106735		111073989908		111088558737		111090287582		111083130660		111046893148		111089492892		111089431503		111066176481		111086750212		111079553653		111080027178		111088000571		111082545276		111088110933		111072962368		111088288793		111083604475		111080860779
111087445630		111087123475		111074002916		111088559569		111090287605		111083147208		111046912386		111089492982		111089431840		111066248010		111086750504		111079585377		111080055034		111088000605		111082545557		111088111204		111073051784		111088303353		111083620451		111080907524
111087445810		111087123824		111074017406		111088559570		111090288279		111083147231		111046442070		111089493017		111089431851		111066180745		111086764969		111079601185		111080087725		111088000683		111082578834		111088111338		111072962650		111088304758		111083635042		111080921597
111087446282		111087146683		111074048905		111088559637		111090289001		111083054384		111046429334		111089493051		111089431941		111066216767		111086777345		111079619735		111080027527		111087896067		111082595822		111088007365		111072963257		111088319844		111083635109		111080936953

SCH-A-2


Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
111087461874	111087147459	111073991653	111088574038	111090304380	111083084488	111046482636	111089493725	111089431963	111066232260	111086687817	111079539691	111080041624	111087896102	111082630721	111088007387	111073023198	111088319912	111083635367	111080846267
111087461997	111087029863	111074018799	111088574162	111090304537	111083085131	111046486371	111089510512	111089431985	111066268630	111086687828	111079602119	111080042760	111087896124	111082614330	111088007466	111073011892	111088320486	111083589635	111080877384
111087462358	111087029975	111074005616	111088574173	111090304683	111083132101	111046473546	111089524371	111089432098	111066252172	111086734821	111041937973	111080057744	111087896180	111082632891	111088007477	111072997366	111088320600	111083604970	111080877418
111087478456	111087044703	111074020141	111088592038	111090304728	111083039680	111043483342	111089524382	111089432111	111066269383	111086735316	111041971555	111080099188	111087896360	111082632936	111088007556	111073026405	111088336292	111083605061	111080877597
111087492991	111087059800	111074020477	111088592128	111090304807	111083040086	111043500982	111089524450	111089432155	111036732666	111086751897	111041914327	111080000696	111087909466	111082633500	111088007578	111073040973	111088336551	111083605319	111080894170
111087493060	111087074931	111074020668	111088592139	111090304908	111083040109	111088810378	111089524461	111089432199	111059911008	111086765881	111034793234	111080074855	111087909949	111082633746	111088007613	111073041211	111088336607	111083622442	111080922723
111087493183	111087090456	111074053057	111088592319	111090304975	111083055105	111088810389	111089524900	111089432223	111089702537	111086778852	111086169070	111080090088	111087910019	111082512696	111088021440	111073056486	111088336821	111083636234	111080937774
111087493598	111087090489	111074053271	111088592320	111090289067	111083055699	111088810479	111089524966	111089448747	111089702571	111086672855	111086169238	111080100046	111087910042	111082513125	111088021462	111073073306	111088354641	111083541004	111080952119
111087399908	111087091402	111073948071	111088484746	111090289089	111083070832	111088811054	111089525068	111089448905	111089702683	111086688605	111086205396	111080100316	111087910389	111082528671	111088021574	111072999559	111088354663	111083556561	111080862894
111087400079	111087107567	111074007832	111088484768	111090289090	111083086996	111088811302	111089525406	111089448972	111089718578	111086689471	111086154096	111080000731	111087938086	111082529278	111088021754	111073014457	111088354685	111083573683	111080894316
111087400349	111087108007	111074046903	111088484869	111090289124	111083102254	111088827466	111089525473	111089463496	111089718657	111086689639	111086154142	111080058914	111087938660	111082547807	111088036334	111072967510	111088354719	111083590435	111080923072
111087400552	111087125129	111074023425	111088484959	111090289304	111083117104	111088827578	111089540537	111089463788	111089718668	111086705458	111086233791	111076415736	111087938929	111082548112	111088037694	111073073508	111088355147	111083606095	111080953165
111087400585	111087142869	111074023605	111088485107	111090289326	111083117586	111088827736	111089540548	111089463957	111089718714	111086705762	111086173671	111076383303	111087938941	111082580556	111088037773	111073016077	111088246337	111083622688	111080953244
111087416368	111087143365	111073996984	111088485185	111090289348	111083133843	111088827747	111089541291	111089464071	111089718792	111086705784	111086189948	111076434973	111087938974	111082636097	111088051050	111073001880	111088260108	111083541284	111080863312
111087416560	111087046806	111074025191	111088498628	111090289427	111083087290	111088827826	111089541448	111089464093	111089735184	111086720185	111086189982	111058566553	111087953252	111082636323	111088051364	111073044146	111088260467	111083541598	111080880052
111087431208	111087046817	111073983205	111088498987	111090289438	111083087470	111088828535	111089557816	111089464161	111089735296	111086720893	111086205745	111058628787	111087953353	111082513529	111088051375	111073029813	111088260603	111083541611	111084357594
111087431242	111087060734	111074026642	111088499023	111090289449	111083151696	111088828579	111089558233	111089464206	111089735500	111086720972	111086205756	111058604781	111087953410	111082513721	111088065055	111073045125	111088274552	111083557922	111084357987
111087431354	111087061140	111074041964	111088499056	111090289517	111083041964	111088844353	111089558299	111089363079	111089735645	111086752225	111086206454	111058619552	111087968034	111082530023	111088065077	111072988434	111088274608	111083574369	111084373952
111087431387	111087075729	111051996115	111088499102	111090305235	111083072889	111088844409	111089558457	111089363114	111089735667	111086752539	111086155064	111058649623	111087968168	111082530090	111088065347	111073031478	111088274686	111083590985	111084374188
111087431422	111087091592	111051934476	111088499146	111090305460	111083088404	111088844982	111089574703	111089363125	111089735735	111086752630	111086217894	111058577623	111087982557	111082530405	111088065358	111072989457	111088275485	111083591289	111084389678
111087431488	111087091637	111051904271	111088499168	111090305527	111083088640	111088728141	111089574781	111089363147	111089613853	111086766051	111086218121	111058637608	111087982658	111082548325	111088082436	111073032233	111088275508	111083607030	111084278529
111087432333	111087109277	111051984921	111088513929	111090305550	111083103064	111088728242	111089574860	111089363169	111089614045	111086766208	111086234613	111058579108	111088003316	111082548684	111088082537	111073006458	111088275665	111083638427	111084278619
111087446518	111087125736	111052001607	111088513985	111090289641	111083103390	111088728792	111089574950	111089363181	111089629894	111086673744	111086268159	111079213397	111088003338	111082565997	111088082694	111073033447	111088275698	111083638438	111084278675
111087446529	111087144760	111051956380	111088514010	111090289731	111083103457	111088729029	111089574983	111089363293	111089629906	111086674543	111086268430	111079231779	111088003406	111082615511	111088097285	111072991584	111088288906	111083660095	111084295977
111087446901	111087032249	111051909232	111088514100	111090289821	111083119364	111088729074	111089575210	111089363305	111089629917	111086721142	111086174593	111079157181	111088003697	111082625321	111088111619	111073006773	111088289086	111083542151	111084296002
111087446945	111087047133	111051895168	111088514245	111090289944	111083057860	111088729344	111089593906	111089363316	111089629984	111086721232	111086174874	111079157585	111088003732	111082514104	111088111743	111039119859	111088289255	111083542432	111084296013
111087447193	111087076157	111063604978	111088528374	111090290003	111083088943	111088745601	111089593951	111089363451	111089630098	111086721614	111086207961	111079172481	111087910671	111082549146	111088111855	111068218569	111088289682	111083559867	111084326590
111087447339	111087076966	111063606701	111088528633	111090290092	111083103929	111088746107	111089594008	111089363473	111089630111	111086753057	111086155187	111079187724	111087910749	111082549281	111088111866	111068188688	111088289817	111083608581	111084341812
111087447351	111087109840	111063622721	111088544349	111090290104	111083104076	111088747535	111089594053	111089363484	111089630155	111086753282	111086156414	111079188567	111087910873	111082549416	111088112025	111068204991	111088289851	111083624387	111084358045
111087447373	111087110493	111063592660	111088560066	111090290137	111083120344	111088762723	111089594132	111089363518	111089630166	111086753417	111086156571	111079234479	111087911032	111082599129	111088007815	111068133598	111088289918	111083624433	111084358270
111087462426	111087110662	111063561778	111088575130	111090290148	111083120580	111088762802	111089594367	111089363585	111089630201	111086767715	111086156582	111079234503	111087924610	111082627806	111088007916	111068159798	111088305748	111083638898	111084358304
111087463258	111087126164	111063563769	111088575804	111090290160	111083136408	111088762835	111089477503	111089363619	111089630526	111086659298	111086219177	111079234716	111087924643	111082627828	111088007938	111068221451	111088305782	111083656540	111084358416
111087463304	111087127042	111035667123	111088575859	111090274656	111083136521	111088762891	111089477514	111089363631	111089648749	111086691069	111086236828	111079257418	111087924711	111082627907	111088008018	111068191165	111088305827	111083560195	111084358438
111087463405	111087047515	111035597675	111088575961	111090274779	111083059154	111088763319	111089477558	111089363721	111089648839	111086692015	111086252376	111079173369	111087924834	111082627985	111088008681	111068191626	111088320778	111083560476	111084374874
111087463427	111087048460	111035625655	111088597853	111090274780	111083074072	111088763364	111089477570	111089375971	111089648862	111086692172	111086192201	111079200809	111087925004	111082551127	111088022845	111068223251	111088321656	111083576316	111084391222
111087463540	111087062455	111038591627	111088598078	111090274791	111083074375	111088763386	111089477615	111089376130	111089648918	111086708136	111086192762	111079216121	111087925048	111082568293	111088023408	111068123856	111088321667	111083577036	111084279643
111087463584	111087078069	111038588724	111088598203	111090274825	111083074533	111088763601	111089477839	111089376174	111089649043	111086722187	111086208647	111079190593	111087925273	111082583324	111088037931	111068123991	111088321825	111083593416	111084279788
111087463720	111087094001	111063092542	111088485646	111090274869	111083090339	111088778304	111089477884	111089376220	111089649076	111086722402	111086157291	111079201451	111087939098	111082583931	111088037942	111068193459	111088321869	111083593663	111084296596
111087479266	111087094292	111088679157	111088485657	111090275017	111083104896	111088778337	111089478043	111089376466	111089649403	111086722592	111086237627	111079217964	111087939188	111082583942	111088038099	111068045567	111088321982	111083640138	111084342802
111087479390	111087128076	111088679517	111088485747	111090275286	111083105077	111088778359	111089494221	111089376679	111089666312	111086737903	111086252781	111079161399	111087939357	111082601033	111088038101	111068059562	111088322039	111083561107	111084342868
111087479671	111087128087	111088695920	111088486580	111090275769	111083106203	111088778360	111089494298	111089376725	111089666334	111086738476	111086253085	111079190942	111087939627	111082618288	111088038156	111068046120	111088337091	111083594204	111084375280
111087479716	111087128122	111088696189	111088499359	111090290676	111083121514	111088778393	111089510815	111089388874	111089666390	111086738634	111086253131	111079191202	111087939784	111082630260	111088038460	111068112461	111088337103	111083594282	111084376102
111087479772	111087128515	111088696224	111088499427	111090290722	111083137061	111088778449	111089510882	111089388997	111089666446	111086738689	111086176540	111079141926	111087954354	111082516825	111088038482	111068065716	111088337136	111083610494	111084280353
111087479839	111087128560	111088696268	111088499955	111090290788	111083075444	111088794548	111089510949	111089389101	111089667155	111086753484	111086176786	111079218189	111087954433	111082534601	111088051791	111068089813	111088337585	111083626402	111084280386
111087479873	111087138651	111088712571	111088500385	111090290823	111083106270	111088794593	111089511164	111089389493	111089683939	111086754362	111086177024	111079161816	111087954589	111082568350	111088051937	111058676241	111088337653	111083640576	111084281051
111087494106	111087139001	111088602748	111088500475	111090290834	111083107271	111088794672	111089511186	111089389538	111089702751	111086754395	111086177248	111079176025	111087968630	111082568574	111088052017	111058727170	111088338115	111083641049	111084297542
111087494162	111087033217	111088603154	111088514526	111090290991	111083122256	111088811403	111089511287	111089389549	111089702818	111086768389	111086177529	111079192168	111087968731	111082568934	111088052466	111058663180	111088338193	111083660275	111084312922
111087510565	111087048752	111088620175	111088514627	111090291105	111083148715	111088811515	111089511322	111089389583	111089702830	111086676455	111086193628	111079192449	111087968786	111082568967	111088066089	111058679244	111088360121	111083545187	111084313103
111087510813	111087048897	111088620221	111088514650	111090291217	111083045597	111088811919	111089525945	111089389628	111089719041	111086693443	111086209738	111079143063	111087968832	111082601831	111088066090	111058664495	111088246898	111083578509	111084328479

SCH-A-3


Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
111087511128	111087049258	111088620287	111088514728	111090291262	111083060921	111088811920	111089525956	111089389741	111089719074	111086693498	111086157897	111079253605	111087983693	111082631597	111088066988	111058732749	111088247248	111083627289	111084343465
111087511207	111087063142	111088634293	111088514740	111090276029	111083076333	111088811997	111089525978	111089389752	111089719096	111086708237	111086158393	111079162378	111087983727	111082631957	111088066999	111058752055	111088261222	111083627414	111084343757
111087400631	111087063489	111088634349	111088514751	111090276096	111083092375	111088812000	111089526070	111089402387	111089719210	111086708361	111086254794	111079239698	111087983895	111082517455	111088082795	111058734853	111088275766	111083627582	111084360071
111087400866	111087079565	111088634530	111088514975	111090276131	111083108182	111088812022	111089526115	111089402534	111089719221	111086739062	111086255379	111079255528	111087983974	111082535769	111088082863	111058669524	111088275946	111083652366	111084281905
111087400888	111087095002	111088634709	111088515370	111090276467	111083140054	111088828625	111089542562	111089402556	111089719265	111086739264	111086255447	111079163739	111087984076	111082552634	111088083639	111058737946	111088276082	111083546166	111084298048
111087401283	111087095158	111088634710	111088528969	111090291431	111083046598	111088828737	111089542573	111089402567	111089720166	111056254410	111086270860	111079205242	111087984098	111082569676	111088083662	111082334597	111088276251	111083546278	111084299005
111087401328	111087095259	111088634776	111088528970	111090291521	111083046644	111088828760	111089542663	111089402714	111089720223	111056350215	111086271119	111079220801	111087984111	111082585630	111088083695	111082353262	111088276262	111083546324	111084299027
111087401430	111087112013	111088648625	111088529230	111090291587	111083061663	111088828962	111089542753	111089402769	111089720234	111056302795	111086271300	111079220902	111087994381	111082585652	111088097522	111082235115	111088290088	111083562704	111084299623
111087417482	111087128885	111088648647	111088529421	111090291598	111083077604	111088829042	111089558963	111089402916	111089720313	111056275547	111086271311	111079221149	111087994516	111082603484	111088097735	111082265613	111088290235	111083579993	111084330045
111087417538	111087128896	111088648715	111088545025	111090291622	111083093950	111088829053	111089558985	111089402927	111089735803	111065734750	111086271478	111079240397	111087995157	111082570599	111088098297	111082282791	111088290819	111083596442	111084344309
111087432490	111087139720	111088648726	111088545182	111090291712	111083140481	111088829345	111089559223	111089417259	111089735847	111065660602	111086271490	111079179275	111087995348	111082604058	111088113262	111082300994	111088290987	111083611990	111084361296
111087432568	111087049551	111088648782	111088545272	111090291734	111083153665	111088845343	111089559256	111089417394	111089736871	111065719438	111086178485	111079179523	111087897114	111082621541	111088113666	111082335026	111088291056	111083642523	111084377271
111087432838	111087049854	111088648894	111088560572	111090291925	111083063306	111088845501	111089559379	111089417462	111089736927	111065754594	111086194607	111079222443	111087897316	111082537402	111088113734	111082235463	111088305872	111083642602	111084377316
111087432995	111087079891	111088663475	111088560639	111090276816	111083063317	111088846096	111089559380	111089417518	111089737164	111065666383	111086210718	111079241253	111087897361	111082571983	111088010000	111082267200	111088305962	111083643186	111084377585
111087433031	111087080679	111088663914	111088560640	111090276917	111083063418	111088729366	111089559391	111089417552	111089737175	111065681199	111086158719	111079164987	111087897620	111082572164	111088038583	111082301816	111088306031	111083653851	111084400065
111087433738	111087113249	111088679685	111088576085	111090278133	111083078559	111088729726	111089559436	111089432346	111089614337	111065709404	111086223116	111079180086	111087898249	111082572467	111088039056	111082319578	111088322219	111083653884	111084401123
111087447946	111087114026	111088680115	111088576175	111090278177	111083078593	111088729760	111089559458	111089432605	111089615260	111065695958	111086256077	111079146066	111087911133	111082587687	111088039102	111082319589	111088322220	111083547257	111084330494
111087447979	111087129729	111088680834	111088576221	111090278201	111083078650	111088729872	111089575636	111089433437	111089615282	111065668341	111086272862	111079146156	111087911199	111082621934	111088052736	111082336252	111088322275	111083580434	111084362961
111087447991	111087142263	111088696370	111088576276	111090292049	111083094647	111088747883	111089575669	111065097561	111089615440	111065669465	111086179060	111079207312	111087911223	111082622069	111088052859	111082237094	111088322387	111083581288	111084284683
111087448015	111087142476	111088696640	111088576322	111090292993	111083109846	111088748042	111089575962	111065068389	111089615495	111065684068	111086179318	111079224142	111087925666	111082520268	111088052994	111082320693	111088322714	111083597375	111084315846
111087463786	111087035433	111088696741	111088576872	111090293163	111083124607	111088748165	111089576165	111065112019	111089615732	111065687511	111086194988	111079181010	111087925880	111082520594	111088053298	111082357558	111088338294	111083613240	111084331259
111087463944	111087035769	111088697427	111088576939	111090293185	111083141099	111088748446	111089576817	111065156387	111089615798	111065674810	111086223835	111079224591	111087925969	111082538436	111088053333	111082357648	111088338306	111083629359	111084331406
111087464282	111087035792	111088713718	111088594142	111090293321	111083049186	111088763656	111089595289	111065144250	111089631426	111065703767	111086256303	111079224894	111087926005	111082556571	111088053344	111082358469	111088338902	111083655314	111084331596
111087480550	111087050788	111088603873	111088594579	111090293332	111083064060	111088763689	111089595346	111065131133	111089631493	111077279746	111086256998	111079225110	111087926027	111082556582	111088053377	111082359022	111088338946	111083582447	111084331721
111087480718	111087064637	111088604526	111088594771	111090293354	111083078986	111088763847	111089595425	111065055712	111089649739	111077314689	111086276675	111079197758	111087939807	111082572894	111088067204	111082268201	111088339004	111083598905	111084331833
111087480875	111087064985	111088604650	111088486692	111090293387	111083095604	111088763892	111089595469	111065132381	111089649964	111077353097	111086276811	111079198119	111087939896	111082606476	111088067237	111082286021	111088339093	111083613868	111084346480
111087480998	111087081153	111088620669	111088486816	111090293826	111083126272	111088764264	111089478313	111065147208	111089650685	111077353873	111086195923	111079209460	111087940089	111082504529	111088067293	111082303795	111088355259	111083613981	111084346648
111087494904	111087081276	111088620681	111088486850	111056783125	111083064587	111088764501	111089478346	111065093376	111089650731	111077247415	111086196193	111079209864	111087940696	111082520886	111088067495	111082364848	111088355316	111083629674	111084363467
111087494937	111087081760	111088620883	111088487064	111056829643	111083111074	111088778652	111089478469	111072388517	111089650764	111077248168	111086212349	111079148855	111087954949	111082521078	111088067507	111082364949	111088355912	111083644671	111084363805
111087495376	111087096384	111088620951	111088500655	111056741253	111083126968	111088778854	111089494793	111072419084	111089650809	111077316153	111086212529	111079210743	111087954972	111082521427	111088067518	111082365186	111088356137	111083657372	111084380534
111087495422	111087130192	111088621008	111088500701	111056746933	111083143170	111088779013	111089495480	111072420064	111089650810	111077249237	111086224386	111079184169	111087955377	111082556874	111088067620	111082361036	111088356182	111083549215	111084398308
111087495567	111087130990	111088635508	111088500723	111076334837	111083050032	111088779114	111089495772	111072357311	111089667751	111077266427	111086224421	111079135558	111087955434	111082573301	111088067653	111082254543	111088247529	111083566034	111084317297
111087495747	111087144096	111088635586	111088500745	111076385642	111083065498	111088780037	111089511827	111072358109	111089667964	111077316782	111086224432	111079150746	111087969866	111082589982	111088084056	111082270833	111088248171	111083646088	111084364143
111087517562	111087036827	111088635597	111088500903	111076419673	111083065500	111088780093	111089512064	111072358435	111089668932	111077317075	111086224465	111079150971	111087969912	111088139619	111088084348	111082323315	111088248205	111083646123	111084380590
111087517595	111087037165	111088649132	111088515561	111076436100	111083081418	111088780116	111089512165	111072435925	111089668943	111077317109	111086225073	111079227808	111087969990	111088139710	111088084382	111082323449	111088261749	111083658834	111084380691
111087517696	111087082806	111088649604	111088515785	111076388533	111083096683	111088795369	111089512244	111072450865	111089684480	111077374810	111086225163	111079228674	111087970037	111088139721	111088084405	111082340583	111088261750	111083584225	111084401617
111087517719	111087082862	111088664735	111088515831	111076389398	111083111973	111088796348	111089512301	111072359177	111089685087	111077249798	111086257225	111079228696	111087970161	111088139901	111088084461	111082341191	111088261952	111083631509	111084302235
111087517720	111087097756	111088680913	111088515886	111076422239	111083144463	111088796371	111089526654	111072437613	111089704113	111077282683	111086277306	111079155000	111087970183	111088140015	111088084483	111082362521	111088262032	111083536514	111084302549
111087401632	111087097936	111088681396	111088515976	111076357168	111083051336	111088796382	111089526687	111072375984	111089704157	111077283471	111086277317	111079184686	111087984896	111088140037	111088084562	111082272756	111088262256	111083550969	111084318131
111087402004	111087098005	111088681611	111088529454	111076406983	111076407625	111088812303	111089526698	111072361136	111089704359	111077317312	111086277474	111079184877	111087984953	111088198502	111088084584	111082306990	111088262278	111083551218	111084318209
111087402082	111087098252	111088697551	111088529511	111076442354	111076323846	111088812358	111089526801	111072378101	111089704393	111077317930	111086181489	111079136829	111087984997	111088198917	111088098589	111082323764	111088276363	111083552444	111084333419
111087402172	111087116613	111088697843	111088529780	111076375203	111076359834	111088812370	111089526890	111072439738	111089704449	111077318188	111086196553	111079171367	111087985011	111088199086	111088098590	111082341258	111088276789	111083585079	111084349168
111087402183	111087131496	111088697966	111088529814	111060300013	111076392011	111088813034	111089526968	111072362711	111089704720	111077338102	111086196632	111079171390	111087985280	111088212824	111088098602	111082366570	111088291180	111083585282	111084382828
111087402239	111087131632	111088698147	111088546015	111060329766	111076425546	111088813517	111089542821	111072455400	111089720425	111077355932	111086213700	111048748824	111087985291	111088212880	111088098769	111082257726	111088291382	111083585754	111084288137
111087417943	111087145985	111088698237	111088546509	111060330667	111076324443	111088813540	111089542876	111072379764	111089720559	111077250116	111086161915	111065192208	111087985303	111088213308	111088098781	111082273678	111088291427	111083585833	111084319468
111087418337	111087037457	111088698327	111088546677	111060274585	111076437482	111088829435	111089543046	111045349233	111089721123	111077267169	111086161959	111065193052	111087995472	111088213689	111088115028	111082324664	111088292136	111083616456	111084334409
111087418371	111087038223	111088698350	111088546835	111060291528	111076439349	111088829862	111089544249	111045354060	111089721167	111077284562	111086162152	111065194457	111087995584	111088227549	111088115185	111082355400	111088292237	111083537582	111084349270
111087434324	111087066864	111088714067	111088561641	111060263156	111076439653	111088829930	111089559515	111045359964	111089739032	111077302057	111086225433	111065224350	111087995944	111088227617	111088115196	111082355512	111088306985	111083552882	111084383133
111087448475	111087082895	111088714753	111088561685	111060307380	111076439787	111088829963	111089559728	111045266488	111089739324	111077340756	111086226186	111065240943	111087898520	111088227673	111088115398	111082356119	111088307278	111083552893	111084383166

SCH-A-4


Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
111087448644	111087083098	111088714775	111088561764	111060294655	111076346289	111088830123	111089559795	111045246813	111089739368	111077284955	111086226355	111065275930	111087898957	111088228056	111088115567	111082274589	111088307762	111083601966	111084383368
111087449072	111087117108	111088714887	111088562057	111060294712	111076362120	111088830639	111089561002	111065960559	111089739436	111077302989	111086241677	111065225890	111087911896	111088228179	111088115657	111082326127	111088307975	111083633905	111084383470
111087449139	111087117131	111088605011	111088562204	111060295218	111076429180	111088831326	111089561204	111065996233	111089740012	111077303216	111086278004	111072913498	111087912864	111088142545	111088010066	111082243664	111088324413	111083538088	111084393628
111087464619	111087117298	111088605202	111088562237	111060325302	111076380243	111088846186	111089576851	111066013144	111089615901	111077341296	111086182615	111072866237	111087913090	111088157697	111088010123	111082244126	111088324491	111083571434	111084288564
111087481113	111087117322	111088605516	111088562305	111060254752	111076348359	111088846388	111089576930	111065979807	111089615912	111077378005	111086197464	111072914657	111087913113	111088157709	111088010145	111082258693	111088339318	111083602798	111084289150
111087481191	111087117366	111088605527	111088577031	111060282449	111076397230	111088846647	111089576941	111065980270	111089615934	111077321250	111086198397	111072931128	111087926230	111088158003	111088010325	111082258884	111088339408	111083602811	111084289846
111087481753	111087132251	111088621828	111088577110	111048854899	111076444952	111088847457	111089577133	111065964362	111089616070	111077359745	111086198409	111072854144	111087926612	111088172065	111088010527	111082275243	111088339509	111083618706	111084304237
111087481832	111087132363	111088635788	111088577132	111082053810	111076348843	111088730133	111089577166	111066017036	111089616597	111077359790	111086163928	111072869005	111087926678	111088172076	111088010639	111082292253	111088339510	111083618920	111084335567
111087481887	111087132419	111088635889	111088577233	111082070202	111076397678	111088730188	111089577245	111065916808	111089616722	111077343377	111086227480	111072931320	111087926689	111088172122	111088024948	111082359291	111088339699	111083619156	111084367315
111087481933	111087022462	111088636330	111088577334	111082086366	111076398231	111088731213	111089577368	111065917225	111089616755	111077360196	111086243073	111072900472	111087927017	111088172155	111088025006	111082259784	111088339701	111086491203	111084383728
111087495882	111087022787	111088636644	111088577480	111081972134	111076314464	111088731257	111089577379	111066017890	111089616799	111077360264	111086243310	111072917278	111087941079	111088172188	111088025028	111082276244	111088339723	111086523434	111084383830
111087496232	111087067810	111088650280	111088577503	111081990178	111076332352	111088731279	111089577414	111065933953	111089616856	111077254659	111086243455	111072956158	111087941136	111088172278	111088025040	111082293883	111088339756	111086408256	111084384011
111087496265	111087067865	111088650606	111088577570	111082005479	111076365864	111088731303	111089577559	111065966274	111089616878	111077272211	111086243534	111072933658	111087941259	111088172481	111088025321	111082294570	111088358027	111086426571	111084395147
111087511937	111087068428	111088650628	111088596458	111082005525	111048552726	111088748514	111089596000	111065934662	111089632034	111077272222	111086243815	111072841342	111087941473	111088126086	111088025477	111082310298	111088358409	111086426649	111084395620
111087403331	111087099602	111088665433	111088597022	111082021758	111048540790	111088748727	111089596178	111066037173	111089632102	111077306332	111086259733	111072872166	111087956480	111088126187	111088025499	111082310557	111088358498	111086458183	111084290321
111087403410	111087099747	111088665499	111088487468	111082021893	111048562299	111088749223	111089479099	111066005077	111089632360	111077373268	111086279937	111072902733	111087956558	111088126222	111088039179	111082328534	111088248283	111086458587	111084290512
111087403487	111087100436	111088665567	111088487525	111081973135	111048562996	111088749335	111089479190	111066038668	111089632539	111077374180	111086199017	111072858159	111087956705	111088126367	111088039191	111082328747	111088248362	111086458824	111084305261
111087403667	111087100672	111088681655	111088501555	111081973898	111072285917	111088749414	111089479336	111066006483	111089632562	111077255920	111086199118	111072956259	111087956738	111088126480	111088039203	111082245835	111088248823	111086458970	111084305272
111087418731	111087133689	111088681778	111088501623	111081990617	111072336970	111088749515	111089479369	111066006977	111089632607	111077256055	111078713638	111072843849	111087970789	111088126569	111088039269	111082261158	111088248834	111086476015	111084305531
111087418797	111087134398	111088682027	111088501779	111082007088	111072254654	111088764545	111089479404	111066023550	111089650966	111077273021	111078629735	111072858249	111087985831	111088184901	111088039281	111082363825	111088262458	111086476105	111084320954
111087419158	111087134455	111088682083	111088501858	111082039331	111072255857	111088764882	111089479415	111065923345	111089651024	111077323511	111078645788	111072891886	111087986001	111088185665	111088039292	111082261888	111088262560	111086492169	111084336254
111087434751	111087134668	111088698473	111088502208	111081974495	111072256038	111088764983	111089479459	111065972361	111089651349	111077257843	111078697246	111072936965	111087986157	111088199187	111088039483	111082278167	111088262627	111086507975	111084368608
111087435022	111087023609	111088699351	111088502286	111081992462	111072322942	111088765197	111089496582	111065924122	111089651473	111077273571	111078681722	111072846763	111087986258	111088199198	111088039843	111082278358	111088262638	111086409998	111084385450
111087435099	111087024093	111088699373	111088502310	111081992596	111072226181	111088765210	111089496616	111065972967	111089651541	111077325478	111078682341	111072846909	111087997485	111088199299	111088039865	111082312717	111088262672	111086428337	111084397329
111087466048	111087054119	111088699496	111088502411	111082040423	111072226192	111088765254	111089496740	111065973047	111089651721	111077377082	111078755432	111072939496	111087997553	111088199479	111088053647	111082331527	111088262784	111086444391	111084398151
111087482103	111087054490	111088716542	111088502433	111081974754	111072343361	111088765276	111089512525	111065973339	111089669023	111077259081	111078683678	111072939687	111087998037	111088213825	111088053669	111082231582	111088262986	111086444469	111084321977
111087482169	111087068888	111088716597	111088502455	111081975508	111072277110	111088780240	111089512536	111066026575	111089669045	111077274493	111078683960	111072864123	111087998105	111088214141	111088054086	111082262845	111088276958	111086444492	111084322259
111087482282	111087068978	111088716654	111088516012	111081975632	111072293477	111088780330	111089512581	111041550738	111089669056	111077309144	111078700397	111072895756	111087998206	111088214152	111088054121	111082313482	111088277094	111086459151	111084337075
111087482293	111087085023	111088716676	111088516146	111082057937	111072310444	111088780431	111089512716	111041572237	111089669236	111077347449	111078735025	111072895813	111087998240	111088214196	111088067855	111082350719	111088277229	111086459858	111084337435
111087482721	111087085191	111088605774	111088530265	111082058073	111072311164	111088781184	111089512761	111035908132	111089669348	111077364583	111078762609	111072835851	111087899374	111088214400	111088068429	111082248276	111088278365	111086459892	111084353196
111087515335	111087085427	111088606089	111088530502	111082058174	111072228835	111088796595	111089512839	111036011846	111089669371	111077379725	111078684882	111052315470	111087899587	111088228753	111088068654	111082233742	111088292484	111086477049	111084369564
111087515526	111087085483	111088622391	111088530647	111082073799	111072229803	111088796618	111089512895	111035909986	111089669528	111077348406	111078701006	111052369862	111087913595	111088228786	111088100123	111082233832	111088292529	111086477296	111084307218
111087515852	111087100863	111088622469	111088531053	111082096985	111072246172	111088796685	111089513267	111035987162	111089669595	111077243501	111078651763	111052278670	111087927196	111088142950	111088100268	111082234215	111088292732	111086493610	111084353444
111087419361	111087100908	111088622650	111088531570	111082097201	111048872260	111088796708	111089527240	111076300997	111089669607	111077277104	111078720883	111053456220	111087927602	111088143131	111088100482	111082264443	111088292765	111086493799	111084292514
111087435213	111087119155	111088622908	111088547094	111082097256	111046611157	111088796810	111089527420	111076252241	111089669618	111077293753	111078759728	111053564264	111087927624	111088143164	111088100572	111082315945	111088292811	111086493878	111084292671
111087435460	111087134826	111088636925	111088547331	111081976521	111086362288	111088797440	111089527699	111076189374	111089685683	111077311923	111078635798	111053497618	111087927679	111088158474	111088100651	111036925660	111088292888	111086508796	111084307498
111087435572	111087134972	111088637151	111088547409	111082009899	111086362604	111088813843	111089527723	111076190433	111089685739	111077312575	111078652326	111053609354	111087941653	111088159183	111088010730	111036926054	111088293036	111086509652	111084323520
111087435796	111087135388	111088637487	111088547454	111082025965	111086377419	111088813933	111089527778	111076302696	111089686044	111077349069	111078668176	111053656851	111087941989	111088172997	111088010897	111077384844	111088293418	111086525065	111084338740
111087435864	111087024903	111088651269	111088562440	111082026113	111086378162	111088813966	111089527789	111076206666	111089686134	111077349148	111078722920	111053641675	111087941990	111088173088	111088010910	111077471166	111088308066	111086525199	111084338919
111087436012	111087069722	111088651641	111088562507	111082073991	111086378195	111088831371	111089527824	111076223531	111089686190	111077261130	111078704627	111053612066	111087942520	111088173314	111088011528	111077505265	111088308123	111086410181	111084354782
111087450928	111087085832	111088651720	111088563036	111082075454	111086378375	111088831472	111089544384	111076224598	111089686280	111077261163	111078724045	111053627141	111087956817	111088173336	111088025893	111077402597	111088308224	111086410428	111084371747
111087451121	111087085898	111088666771	111088563047	111082075588	111086393327	111088831618	111089544430	111076255356	111089686358	111077278307	111078688819	111059095641	111087956839	111088126637	111088025938	111077418819	111088308291	111086410473	111084371781
111087451503	111087086686	111088666816	111088578177	111081994307	111086393743	111088831641	111089544553	111076290007	111089686369	111077350140	111078705415	111059111404	111087956851	111088126783	111088025950	111077452705	111088308347	111086444986	111084388576
111087483474	111087102281	111088666883	111088578245	111081994453	111086299951	111088831663	111089544733	111076290265	111089704821	111077367902	111078639488	111059036556	111087986337	111088126817	111088039988	111077471795	111088308426	111086445189	111084276392
111087497705	111087102416	111088682757	111088578582	111082010970	111086300022	111088849752	111089544766	111076193739	111089705215	111077296363	111078672171	111059037614	111087987686	111088126929	111088040597	111077387735	111088324581	111086460209	111084277450
111087497716	111060550537	111088682948	111088578605	111082075836	111086300178	111088849853	111089544823	111076226534	111089705394	111077314117	111078706348	111059082984	111087999409	111088127212	111088041093	111077403509	111088324772	111086460221	111084294921
111087497851	111060521063	111088683141	111088578694	111081977645	111086300370	111088849965	111089544946	111076226556	111089705428	111077332083	111078741022	111059147201	111088000166	111088127245	111088054851	111077403846	111088324806	111086460513	111084324688
111087518956	111060463068	111088699711	111088598540	111081978163	111086331206	111088850158	111089561338	111076226983	111089705484	111033839919	111078742168	111059149258	111087900120	111088127290	111088069880	111077420182	111088324985	111086478118	111084324846
111087518978	111060463406	111088699722	111088598607	111081994879	111086332757	111088850822	111089561428	111076310314	111089705934	111033771194	111078755971	111059132845	111087900254	111088127403	111088069891	111077437045	111088324996	111086478433	111084372580

SCH-A-5


Loan Number	Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number		Loan Number
111087519092		111051093180		111088699766		111088599484		111082011599		111086346864		111088850844		111089561653		111076227568		111089721202		111033829952		111078656049		111059102741		111087900333		111088186004		111088069992		111077437573		111088325009		111086494149		111084388633
111087404905		111051047493		111088722695		111088599653		111082043763		111086347168		111088731347		111089561822		111076258595		111089721224		111033809769		111078672575		111059088069		111087914563		111088186026		111088070028		111077454088		111088325100		111086527685		111084388756
111087420622		111051049338		111088722707		111088599697		111082045428		111086347225		111088731370		111047219321		111076275538		111089721493		111033837388		111078742337		111059076651		111087914675		111088186194		111088070039		111077454235		111088325177		111086527708		111084388846
111087421140		111051127773		111088722808		111088487941		111082045518		111086378566		111088731471		111047272319		111076211493		111089721707		111033824014		111078641289		111059107926		111087914800		111088186284		111088085620		111077472493		111088339813		111086411867		111084278327
111087421151		111051131992		111088723089		111088488054		111082062023		111086285091		111088731651		111047293941		111076243375		111089740988		111033811908		111078656892		111059033418		111087914822		111088186329		111088085912		111077489424		111088339880		111086411878		111084295483
111087421353		111059539082		111088723326		111088488166		111082089022		111086285125		111088731718		111043646624		111076243421		111089741046		111068737004		111078673543		111059079159		111087927725		111088200472		111088085989		111077404397		111088339891		111086411924		111084340293
111087421364		111059525616		111088723405		111088488199		111081979760		111086285574		111088731763		111043643812		111076243443		111089741080		111068750560		111078691903		111059124947		111087927736		111088200685		111088100842		111077455292		111088339936		111086411946		111084357336
111087421397		111059570571		111088606607		111088488234		111081980188		111086317121		111088731864		111088702367		111076259428		111089741114		111068750829		111078709004		111056399331		111087927770		111088200742		111088100897		111077519507		111088340062		111086412240		111084981306
111087436247		111059601329		111088606708		111088488391		111082013670		111086347506		111088749526		111088702716		111076293190		111089741541		111068766679		111078727093		111056354387		111087927859		111088200764		111088101348		111077455438		111088340882		111086430206		111084981339
111087436911		111090105299		111088607170		111088488414		111082030220		111086347674		111088749874		111088702828		111076212326		111089741653		111068767456		111078727172		111056372309		111087927860		111088214837		111088101438		111077407468		111088360198		111086430396		111084982183
111087451604		111090105604		111088607259		111088502714		111081980470		111086347742		111088749942		111088720592		111076277934		111089741754		111068767838		111078761147		111056372758		111087928007		111088214905		111088116793		111077424119		111088360211		111086430419		111084996829
111087451693		111090105716		111088623628		111088502725		111081981178		111086347810		111088750146		111088720828		111076278328		111089616980		111068781991		111078761653		111056390006		111087942597		111088215030		111088116850		111077424175		111088360288		111086446292		111084905144
111087451817		111090105817		111088623695		111088502747		111081997962		111086363661		111088750179		111088720862		111076278418		111089617026		111068797291		111078709093		111056405351		111087942788		111088215355		111088117031		111077440825		111088360862		111086446348		111084905582
111087451985		111090105895		111088623831		111088502770		111081998211		111086363672		111088766176		111088720873		111076278429		111089617060		111068768064		111078745981		111056455941		111087942924		111088215524		111088011720		111077391145		111088360895		111086478972		111084921108
111087466914		111090105952		111088637577		111088502994		111082030545		111086363997		111088766187		111088720929		111076306825		111089617071		111068768615		111078710297		111056456245		111087942991		111088215658		111088011809		111077441107		111088361076		111086495858		111084921175
111087466969		111090106032		111088637645		111088503085		111082031265		111086379095		111088781342		111088721975		111076199263		111089617105		111068755857		111078678874		111056413002		111087957436		111088229080		111088012002		111077425840		111088249026		111086534571		111084921197
111087467353		111090121130		111088638040		111088517372		111082046430		111086380008		111088781498		111088608777		111076230999		111089617284		111068831111		111078694894		111074992273		111087972130		111088229518		111088012035		111077460120		111088249149		111086412981		111084936070
111087467409		111090121185		111088638242		111088517585		111082092037		111086396319		111088781511		111088608788		111076246840		111089617295		111068728789		111078694940		111074992600		111087972343		111088229608		111088026995		111077496983		111088249172		111086413320		111084966635
111087467487		111090121354		111088651966		111088517710		111081982191		111086396375		111088781577		111088608913		111076295675		111089617330		111068770540		111078747950		111075023505		111087972680		111088229620		111088041239		111077444447		111088263099		111086430554		111084997932
111087483834		111090121466		111088652507		111088517754		111081999447		111086285956		111088797541		111088608924		111076232193		111089617677		111068729601		111078628813		111075023561		111087988430		111088144301		111088041341		111077460872		111088263123		111086430655		111084998034
111087483902		111090121545		111088652596		111088531626		111082015706		111086285978		111088797743		111088608979		111076280950		111089617701		111068757736		111078629049		111074935887		111087988520		111088145098		111088055313		111077497692		111088263774		111086462458		111084905997
111087498986		111090121602		111088652608		111088531637		111082031401		111086286070		111088797798		111088609026		111076281018		111089633541		111068772069		111078661214		111074937148		111087988542		111088159419		111088055458		111077497737		111088263864		111086480177		111084906808
111087499022		111090121703		111088652765		111088531659		111082031489		111086317479		111088797866		111088609059		111076281401		111089633620		111068786277		111078661292		111074952785		111087988665		111088159464		111088055481		111077429293		111088278804		111086496118		111084906897
111087499044		111090138352		111088652833		111088531660		111082031748		111086317840		111088798575		111088609060		111076217051		111089634069		111068801589		111078695727		111074967905		111088001066		111088159622		111088070163		111077461817		111088279164		111086512881		111084907056
111087499224		111090138408		111088652844		111088531963		111082047587		111086333994		111088814248		111088609598		111076201672		111089634104		111068830480		111061701806		111075010589		111088001673		111088159688		111088070310		111077461862		111088293474		111086513084		111084921940
111087513535		111090138420		111088667110		111088532021		111082081440		111086364707		111088814923		111088625507		111076218906		111089634115		111068830840		111083020466		111074919946		111088001842		111088159745		111088070488		111077515165		111088293676		111086530106		111084922211
111087513737		111090138532		111088667211		111088532302		111065450700		111086381234		111088832147		111088625552		111076234476		111089651901		111068759671		111083021568		111074995209		111087900647		111088159789		111088070512		111077500192		111088293687		111086530342		111084938117
111087405849		111090138543		111088667277		111088578829		111065422013		111086381380		111088832259		111088625800		111076249180		111089652687		111068774599		111082908303		111075011221		111087900827		111088174056		111088101528		111077446832		111088293700		111086413421		111084952438
111087405906		111090138587		111088667312		111088578997		111065516321		111086397747		111088832293		111088625956		111076282941		111089652698		111068819409		111082941726		111074920500		111087900940		111088174393		111088101551		111077501362		111088293722		111086414196		111084952821
111087405973		111090138633		111088667356		111088579088

AFS SENSUB CORP. 8-K