EX-4.3

EX-4.3 4 d571764dex43.htm EX-4.3 EX-4.3

Exhibit 4.3

Execution Version

SALE AND SERVICING

AGREEMENT

among

GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-2,

Issuer,

AFS SENSUB CORP.,

Seller,

GM FINANCIAL,

Servicer,

and

WELLS FARGO BANK, N.A.,

Trust Collateral Agent

Dated as of April 19, 2018

TABLE OF CONTENTS


		Page
ARTICLE I Definitions			1

SECTION 1.1.	Definitions		1
SECTION 1.2.	Other Definitional Provisions		19

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			22

SECTION 3.1.	Representations and Warranties of Seller		22
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		26
SECTION 3.5.	Location of Receivable Files		26
SECTION 3.6.	Access to Records		26
SECTION 3.7.	Advice of Counsel		26
SECTION 3.8.	Administration; Reports		27
SECTION 3.9.	Instructions; Authority to Act		27
SECTION 3.10.	Custodian Fee		27
SECTION 3.11.	Indemnification by the Custodian		27
SECTION 3.12.	Effective Period and Termination of Custodian		27
SECTION 3.13.	Dispute Resolution		27

ARTICLE IV Administration and Servicing of Receivables			30

SECTION 4.1.	Duties of the Servicer		30
SECTION 4.2.	Collection of Receivable Payments; Modifications of Receivables		31
SECTION 4.3.	Realization upon Receivables		33
SECTION 4.4.	Insurance		34
SECTION 4.5.	Maintenance of Security Interests in Vehicles		36
SECTION 4.6.	Covenants, Representations, and Warranties of Servicer		37
SECTION 4.7.	Purchase of Receivables Upon Breach of Covenant		37
SECTION 4.8.	Total Servicing Fee; Payment of Certain Expenses by Servicer		38
SECTION 4.9.	Servicer’s Certificate and Asset-Level Information		38
SECTION 4.10.	Annual Statement as to Compliance, Notice of Servicer Termination Event		39
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		41

SECTION 5.1.	Establishment of Trust Accounts	41
SECTION 5.2.	[Reserved]	43
SECTION 5.3.	Certain Reimbursements to the Servicer	44
SECTION 5.4.	Application of Collections	44
SECTION 5.5.	[Reserved]	44
SECTION 5.6.	Additional Deposits	44
SECTION 5.7.	Distributions	44
SECTION 5.8.	Reserve Account	48
SECTION 5.9.	Statements to Noteholders	49
SECTION 5.10.	Determination of LIBOR	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	59
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	60
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	69
SECTION 12.4.	Assignment	69
SECTION 12.5.	Limitations on Rights of Others	69
SECTION 12.6.	Severability	70
SECTION 12.7.	Separate Counterparts	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	72
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 April 19, 2018, among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-2, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC. d/b/a GM Financial, a Delaware corporation (the “Servicer”), and WELLS FARGO BANK, 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.

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

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

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

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

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

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

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

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

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

“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of April 19, 2018, 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 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, March 1, 2018) times (iii) one-twelfth (or, in the case of the first Distribution Date, a fraction equal to (x) the number of days from and including March 1, 2018 through and including April 30, 2018, 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, Minneapolis, Minnesota, 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.

“Calculation Agent” shall have the meaning set forth in Section 5.10.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Closing Date” means April 19, 2018.

“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 February 28, 2018 and ending as of the close of business on April 30, 2018. With respect to each subsequent Distribution Date, “Collection Period” means the period beginning as of the close of business on the last day of the second preceding calendar month and ending as of the close of business on the last day of the immediately preceding calendar month. Any amount stated “as of the close of business” shall give effect to the following calculations as determined as of the end of the day on such day: (i) all applications of collections and (ii) all distributions.

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

“Commission” means the United States Securities and Exchange Commission.

“Computer Tape” means the computer tapes or other electronic media furnished by the Servicer to the Issuer and its assigns describing certain characteristics of the Receivables as of the Cutoff Date.

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

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

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

“Corporate Trust Office” means (i) with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee, which at the time of execution of this agreement is Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration and (ii) with respect to the Trustee and the Trust Collateral Agent, for all 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 600 S. 4th Street, MAC N9300–061, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services – Asset -Backed Administration.

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

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

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

“Cutoff Date” means February 28, 2018.

“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 a Liquidated Receivable and which the related Obligor fails to make at least 90% of the related Scheduled Receivables Payment by the date on which it is due and remains unpaid for more than sixty (60) days from the original payment due date.

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

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

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

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

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

“Depositor” means the Seller.

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

“Distribution Date” means, with respect to each Collection Period, the sixteenth day of the following calendar month, or, if such day is not a Business Day, the immediately following Business Day, commencing May 16, 2018. If GM Financial is no longer acting as Servicer, the distribution date may be a different day of the month.

“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 one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as (i) the long-term unsecured debt of such depository institution shall have a credit rating from Standard & Poor’s of at least BBB and from Fitch in one of its generic rating categories which signifies investment grade and (ii) 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 thereof or the District of Columbia (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities (including depository receipts issued by any such institution or trust company as custodian with respect to any obligation referred to in clause (a) above or portion of such obligation for the benefit of the holders of such depository receipts); provided, however, that at the time of the investment or contractual commitment to invest therein (which shall be deemed to be made again

each time funds are reinvested following each Distribution Date), the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) of such depository institution or trust company shall have a credit rating from Standard & Poor’s of A-1+, from Moody’s of Prime-1, to the extent rated by DBRS or Fitch, from DBRS of R-1 (middle) and from Fitch of F1+;

(c) commercial paper and demand notes investing solely in commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from Standard & Poor’s of A-1+, from Moody’s of Prime-1, to the extent rated by DBRS or Fitch, from DBRS of R-1 (middle) and from Fitch of F1+;

(d) investments in money market funds (including funds for which the Trust Collateral Agent or the Trustee in each of their individual capacities or any of their respective Affiliates is investment manager, controlling party or advisor) having a rating from Standard & Poor’s of AAA-m or AAAm-G and from Moody’s of Aaa;

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

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

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

(h) cash denominated in United States dollars.

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

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

“FDIC” means the Federal Deposit Insurance Corporation.

“Final Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes, the April 16, 2019 Distribution Date, (ii) the Class A-2-A Notes, the May 17, 2021 Distribution Date, (iii) the Class A-2-B Notes, the May 17, 2021 Distribution Date, (iv) the Class A-3 Notes, the December 16, 2022 Distribution Date, (v) the Class A-4 Notes, the December 18, 2023 Distribution Date, (vi) the Class B Notes, the December 18, 2023 Distribution Date, (vii) the Class C Notes, the December 18, 2023 Distribution Date and (viii) the Class D Notes, the October 16, 2024 Distribution Date.

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

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

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

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

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

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

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

“Indenture” means the Indenture, dated as of April 19, 2018, between the Issuer and Wells Fargo Bank, 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 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 decree or order shall remain unstayed and in effect for a period of 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, 2.30000% 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, 2.55% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);

(c) the Class A-2-B Notes, the greater of (i) LIBOR plus 0.13% 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, 2.81% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);

(e) the Class A-4 Notes, 3.02% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);

(f) the Class B Notes, 3.12% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);

(g) the Class C Notes, 3.31% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months); and

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

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

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

“Issuer” means GM Financial Consumer Automobile Receivables Trust 2018-2.

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

“Item 1122 Letter Agreement” means the Item 1122 Letter Agreement, dated as of April 19, 2018, between the Servicer and Wells Fargo Bank, National Association, as the same may be amended and supplemented from time to time.

“LIBOR” shall have the meaning set forth in Section 5.10.

“LIBOR Determination Date” shall have the meaning set forth in Section 5.10.

“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) 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 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 120 or more days delinquent, except in the case of a repossessed Financed Vehicle, or (iv) that is, without duplication, a Sold Receivable.

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

“London Business Day” shall have the meaning set forth in Section 5.10.

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

“Minimum Sale Price” means (i) with respect to a Receivable (x) that has become 60 to 210 days delinquent or (y) that has become greater than 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 210 days delinquent and with respect to which the related Financed Vehicle has not been repossessed by the Servicer despite the Servicer’s diligent efforts, consistent with its servicing obligations, to repossess the Financed Vehicle, $1.

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

“Monthly Remittance Condition” means, as of any date, that (i) GM Financial is the Servicer, (ii) GM Financial (or General Motors Financial Company, Inc., for so long as it is an Affiliate of GM Financial) has a short-term unsecured debt rating of at least “F1” by Fitch and at least “A-1” by Standard & Poor’s and (iii) no Servicer Termination Event or Event of Default has occurred and is continuing.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Prospectus” means the prospectus, dated April 11, 2018, relating to the offering of the Offered Notes, as filed with the Commission.

“Purchase Agreement” means the Purchase Agreement between the Seller and GM Financial, dated as of April 19, 2018, pursuant to which the Seller acquires the Receivables, as such agreement may be amended from time to time.

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

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

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

“Rating Agency Condition” means, with respect to any action, that each Rating Agency shall have been given 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.

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

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

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

“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.

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

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

“Required Rate” means (a) 5.50%, 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) 5.00%, with respect to any Distribution Date after the Class A-2-B Notes are paid in full, or, in each case, such other percentage approved by the Rating Agencies.

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

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

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

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

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

“Reuters Screen LIBOR01 Page” shall have the meaning set forth in Section 5.10.

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

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

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

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

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

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

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

“Servicing Fee Rate” means 1.00% per annum.

“Servicing Policies and Procedures” means the customary servicing policies and procedures of GM Financial relating to motor vehicle retail installment sales contracts 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.

“Sold Receivable” means a Receivable that was more than 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 principal amount of the Notes on such Distribution Date after giving effect to distributions pursuant to clauses (i) through (x) of Section 5.7(a).

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

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

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

“Trust” means the Issuer.

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

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

“Trust Agreement” means the Trust Agreement, dated as of February 28, 2018, between the Seller and the Owner Trustee, as amended and restated as of April 19, 2018 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.

“Underwriting Agreement” means the Underwriting Agreement, dated as of April 11, 2018, among the Seller, the Servicer and Deutsche Bank Securities Inc., on its own behalf and as the representative of the underwriters named therein.

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

SECTION 1.2. Other Definitional Provisions.

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

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

(c) As used in this Agreement, in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such instrument, certificate or other document, and accounting terms 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 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 clause 20(E) of Schedule B-1.

SECTION 3.2. Repurchase upon Breach.

(a) The Seller, the Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform, and any Noteholder may inform, the other parties to this Agreement (or, in the case of notice provided by the Trustee or a Noteholder, all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.1(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing five percent or more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, by notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.1(a), the Trust Collateral Agent shall inform the other parties to this Agreement in the manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall constitute a request by such party that the Seller repurchase the affected Receivable. As of the last day of the second (or, if the Seller so elects, the first) month following the discovery by the Seller or receipt by the Seller of notice of such breach, unless such breach is cured by such date, the Seller shall have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such date. The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration of and simultaneously with the repurchase of the Receivable, the Seller shall remit, or cause GM Financial to remit, to the Collection Account the Purchase Amount in the manner specified in Section 5.6(a) and the Issuer shall execute such assignments and other documents reasonably requested by such person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to a breach of representations and warranties pursuant to Section 3.1(a) and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligation of GM Financial to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee, the Trust Collateral Agent nor 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.

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. The Custodian will act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for itself or others. The Custodian shall promptly report to the Trust Collateral Agent in writing any failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure.

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

SECTION 3.6. Access to Records. The Custodian shall, subject only to the Custodian’s security requirements applicable to its own employees having access to similar records held by the Custodian, which requirements shall be consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar files or records, and at such times as may be reasonably imposed by the Custodian, permit only the Noteholders and the Trust Collateral Agent or their duly authorized representatives, attorneys or auditors to inspect, at the Servicer’s expense, the Receivable Files and the related accounts, records, and computer systems maintained by the Custodian pursuant hereto at such times as the Noteholders or the Trust Collateral Agent may reasonably request.

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

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

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

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

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

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

SECTION 3.13. Dispute Resolution.

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

Request”), and the Repurchase Request has not been resolved within 180 days of the receipt of notice of the Repurchase Request by the Seller or GM Financial, as the case may be (which resolution may take the form of a repurchase of the related Receivable by the Seller or GM Financial, as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a cure of the condition that led to the related breach in the manner set forth herein or in the Purchase Agreement, as applicable), the Requesting Party may refer the matter, in its sole discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration. Noteholders representing five percent or more of the Outstanding Amount of the Controlling Class may direct the Trust Collateral Agent, by notice in writing, in relation to any matter described in the preceding sentence, to initiate either mediation (including non-binding arbitration) or binding third-party arbitration, as directed by such Noteholders, on behalf of such Noteholders. The Requesting Party must start the mediation or arbitration proceeding according to the ADR Rules of the ADR Organization within 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 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

(iii) The mediation will start within 15 Business Days after the selection of the mediator and conclude within 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 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 30 days of selection of the arbitrator and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than 60 days after selection of the arbitrator and will proceed for no more than six 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 90 days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Basic Documents, and may not modify or change this Agreement or the other 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 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 (2^nd) 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 30 days delinquent; (iv) the Obligor is deemed to be in “good standing” by the Servicer and is not in breach of any requirement under the related Receivable; (v) the replacement Financed Vehicle has a book value (N.A.D.A.) at least equal to the book value (N.A.D.A.) of the Financed Vehicle that is being replaced, measured immediately before the

casualty loss or replacement by the Dealer and (vi) as of the date of such substitution, the replacement Financed Vehicle’s mileage is no greater than the mileage on the Financed Vehicle that is being replaced; provided, however, that if the substitution is made pursuant to clause (ii)(z), above, clauses (iii) through (vi) inclusive, shall not be applicable. GM Financial shall not cause or permit the substitution of Financed Vehicles relating to Receivables having an original aggregate Principal Balance greater than two percent (2%) of the Original Pool Balance, (the “Substitution Limit”). In the event that the Substitution Limit is exceeded for any reason, (i) GM Financial shall, on or before the next following Accounting Date, repurchase a sufficient number of such Receivables to cause the aggregate original Principal Balances of such Receivables to be less than the Substitution Limit or (ii) if GM Financial is not the Servicer and the Servicer has caused substitutions to be made hereunder pursuant to the circumstances described in clause (ii)(x), above, the Servicer shall, on or before the next following Accounting Date, repurchase a sufficient number of such Receivables to cause the aggregate original Principal Balances of such Receivables to be less than the Substitution Limit.

SECTION 4.3. Realization upon Receivables.

(a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c), and consistent with the standards, policies and procedures required by this Agreement, the Servicer shall use its best efforts to repossess (or otherwise comparably convert 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(e)) 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(e).

(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 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 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 and shall monitor the status of such physical loss and damage insurance coverage thereafter, in accordance with the Servicing Policies and Procedures. Each Receivable requires the Obligor to maintain such physical loss and damage insurance, naming GM Financial or an Originating Affiliate (which may be

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

(b) The Servicer may, if an Obligor fails to obtain or maintain a physical loss and damage Insurance Policy, obtain insurance with respect to the related Financed Vehicle and advance on behalf of such Obligor, as required under the terms of the insurance policy, the premiums for such insurance (such insurance being referred to herein as “Force-Placed Insurance”). All policies of Force-Placed Insurance shall be endorsed with clauses providing for 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, Representations, and Warranties of Servicer. By its execution and delivery of this Agreement, the Servicer makes the following representations, warranties and 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 Uniform Commercial Code of any jurisdiction any financing statement which names GM Financial or the Servicer as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables, except in each case any such instrument solely securing the rights and preserving the Lien of the Trust Collateral Agent, for the benefit of the Noteholders.

SECTION 4.7. Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s

election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

SECTION 4.8. Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”) pursuant to Section 5.7. The Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to the Noteholders and all other fees and expenses of the Owner Trustee, the Trust Collateral Agent or the Trustee; provided, however, the Servicer shall not be required to pay taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification unless such taxes and claims are expressly stated to be for the account of GM Financial). The Servicer shall be liable for the fees and expenses of the Owner Trustee, the Trust Collateral Agent, the Trustee, the Custodian and the Independent Accountants. Notwithstanding the foregoing, if the Servicer shall not be GM Financial, a successor to GM Financial as Servicer permitted by Section 9.3 shall not 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 25thof each month (or if not a Business Day, the next succeeding Business Day)). Each Servicer’s Certificate will be executed by a Responsible Officer of the Servicer and contain among other things: (i) all information necessary to enable the Trust Collateral Agent to make the distributions required by Sections 5.7(a) and 5.7(b), (ii) a listing of all Purchased Receivables and Sold Receivables purchased by the Servicer or sold by the Issuer as of the related Accounting Date, identifying the Receivables so purchased by the Servicer or sold by the Issuer, (iii) all information necessary to enable the Trust Collateral Agent to make such statements available to Noteholders as required by Section 5.9 and (iv) solely in the case of the first monthly Servicer’s Certificate, the disclosure required by Rule 4(c)(1)(ii) of Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”).

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

(b) Asset-Level Information. On or before the 15^th 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 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, 2019, 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, 2019, 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, 2019, 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) Wells Fargo Bank, National Association 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 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2019, a report, dated as of December 31 of the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 4.10(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

(b) Each party required to deliver an assessment of compliance described in Section 4.10(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2019, 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 120 days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on April 30, 2019, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate (which period shall not be less than six months)), a copy of the Form 10-K filed with the Commission for General Motors Financial Company, Inc., which filing includes a statement that such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; 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 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 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 but 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) to each of the Trustee, the Trust Collateral Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee, (y) $100,000 in the aggregate in any calendar year to the Trust Collateral Agent and the Trustee and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer);

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

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

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

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

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

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

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

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

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

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

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

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

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

(b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders’ Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (vi), (viii), (x) and (xii) of paragraph (a) above on that Distribution Date in the following order of priority:

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

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

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

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

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

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

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

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. 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-US 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 Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture.

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

SECTION 5.8. Reserve Account.

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

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

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

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

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

SECTION 5.9. Statements to Noteholders.

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

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

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

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

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

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

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

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

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

(ix) the amount of the aggregate Realized Losses, if any, for the second preceding Collection Period; 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.CTSLink.com or at

such other address as the Trust Collateral Agent shall notify the Noteholders from time to time. For assistance with regard to this service, Noteholders can call the Trust Collateral Agent’s technical assistance center at (866) 846-4526. 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. Determination of LIBOR.

The Trust Collateral Agent, as calculation agent (in such capacity, the “Calculation Agent”), will determine LIBOR for purposes of calculating the Interest Rate for the Class A-2-B Notes (a) on April 17, 2018, for the period from the Closing Date to the first Distribution Date, and (b) for each given Interest Period thereafter, on the second London Business Day prior to the Distribution Date on which such Interest Period begins (each, a “LIBOR Determination Date”). For purposes of calculating LIBOR, a “London Business Day” means a day on which banking institutions in the City of London, England are not required or authorized by law to be closed.

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

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

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 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 Seller’s Basic Documents.

(d) Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Basic Documents 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 Seller’s Basic Documents, 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 and the fulfillment of the terms of this Agreement and the Basic Documents 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 other 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 2215-B Renaissance Drive, Suite 10, Las Vegas, Nevada 89119.

(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.

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 misfeasance, 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. 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 it 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 Servicer’s Basic Documents, 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.

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, the Collateral Agent, 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. This section shall survive the termination of this Agreement, or the earlier removal or resignation of the Trustee or the Trust Collateral Agent.

(g) GM Financial shall indemnify the Trustee, the Owner Trustee, the Trust Collateral Agent and the respective officers, directors, agents and employees thereof against any and all loss, liability or expense, (other than overhead and expenses incurred in the normal course of business) 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.

(h) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel 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.

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 representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties 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 other Basic Documents to which is it a party to an Affiliate of the Servicer without first obtaining the consent of any Person. The Servicer also may at any time perform specific duties through sub-contractors in accordance with the Servicing Policies and Procedures. No delegation or sub-contracting by the Servicer of its duties herein in the manner described in this Section 8.5 shall relieve the Servicer of its responsibility with respect to such duties.

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

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 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 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 (i) any delay or failure of performance referred to in Section 9.1(a) above shall have been caused by force majeure or other similar occurrences, the five Business Day grace period shall be extended for an additional 60 calendar days and (ii) if any delay or failure of performance referred to in Section 9.1(b) above shall have been caused by force majeure or other similar occurrences, the 60 day grace period shall be extended for an additional 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 (acting 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 for execution by the Issuer or the Owner Trustee 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 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 forms 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 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, Paying Agent or 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 other 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 and the Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder.

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

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

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

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

SECTION 12.2. Protection of Title to Trust.

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

(b) Neither the Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent and the Trustee at least five 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 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 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 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.

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

SECTION 12.3. Notices.

(a) All demands, notices and communications upon or to the Seller, the Servicer, the Owner Trustee, the Trustee or the Rating Agencies (upon whom any demands, notices or communications shall be provided only by the Seller or the Servicer) under this Agreement shall be in writing, personally delivered, electronically delivered, mailed by certified mail, return receipt requested, federal express or similar overnight courier service, and shall be deemed to have been duly given upon receipt (i) in the case of the Seller, to AFS SenSub Corp., 2215-B Renaissance Drive, Suite 10, Las Vegas, Nevada 89119, Attention: Chief Financial Officer, with a copy to AFS SenSub Corp., c/o GM Financial, 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (ii) in the case of the Servicer, to GM Financial, 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (iii) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office of the Owner Trustee, (iv) in the case of the Trustee or the Trust Collateral Agent, at the applicable Corporate Trust Office of the Trustee and the Trust Collateral, (v) in the case of Fitch, to Fitch Ratings, Inc., 7 World Trade Center—250 Greenwich Street, New York, New York 10007, Attention: Asset Backed Surveillance, (vi) in the case of Standard & Poor’s, to S&P Global Ratings, 55 Water Street, 41st floor, New York, New York 10041-0003, Attention: ABS Surveillance Group, and (vii) Asset Representations Reviewer, to ARRNotices@clayton.com and to Clayton Fixed Income Services LLC, 2638 South Falkenburg Road, Riverview, FL 33578, Attn: SVP, with a copy to Clayton Fixed Income Services LLC, c/o Clayton Holdings LLC, 1500 Market Street, West Tower Suite 2050, Philadelphia, PA 19102, Attn: General Counsel. 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. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original regardless of whether delivered in physical or electronic form, but all such counterparts shall together constitute but one and the same instrument.

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 year and one day after the termination of this Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

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

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

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

(b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Wells Fargo Bank, N.A., not in its individual capacity but solely as Trust Collateral Agent and in no event shall Wells Fargo Bank, 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 Wells Fargo Bank, N.A., in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Statute, common law, or the Trust Agreement or of the Servicer hereunder (unless it is acting as successor Servicer hereunder or is recording, registering, filing, re-recording, re-filing, or re-registering any financing statement, continuation statement or other instrument required by the Trust Collateral Agent pursuant to Section 3.5 of the Indenture or is taking any action to perfect or re-perfect the security interests in the financed vehicles pursuant to Section 4.5(b)).

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

SECTION 12.13. Trust Collateral Agent to Report Repurchase Demands due to Breaches of Representations and Warranties. The Trust Collateral Agent will (a) notify the Servicer, GM Financial and the Seller, as soon as practicable and in any event within five 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 days following any calendar quarter or calendar year that Wells Fargo Bank, 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 other 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 Instructing Party (as defined in the Trust Agreement), 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 2018-2

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



By:		/s/ Clarice Wright
Name:		Clarice Wright
Title:		Assistant Vice President



AFS SENSUB CORP.,
Seller



By:		/s/ Annika Sandback
Name:		Annika Sandback
Title:		Vice President, Corporate Treasury



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



By:		/s/ Sheli Fitzgerald
Name:		Sheli Fitzgerald
Title:		Senior Vice President, Corporate Treasury



WELLS FARGO BANK, N.A.,
not in its individual capacity but solely as Trust Collateral Agent



By:		/s/ Marianna C. Stershic
Name:		Marianna C. Stershic
Title:		Vice President

[Signature Page to Sale and Servicing Agreement]

SCHEDULE A

SCHEDULE OF RECEIVABLES

[Attached]

SCH-A-1


Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
458961307	464489673	464507326	465069573	111000362396	111000714735	111001001140	111001059198	111001461465	111001493268	111001916628	111002002737	111002392212	111002468092	111002407826	111003190714	111003174693	111004052992	111004087787	111004123788
458973062	464489707	464507334	465069581	111000362408	111000714779	111001001162	111001059211	111001461487	111001493303	111001916639	111002002748	111002392267	111002468126	111002407859	111003190758	111003174749	111004053016	111004087798	111004123856
458949575	464489715	464507359	465081446	111000362688	111000714825	111001001241	111001071417	111001461500	111001493325	111001916684	111002002759	111002392278	111002468148	111002407905	111003190837	111003174761	111004053027	111004087800	111004123890
458973690	464489723	464507367	465081453	111000362699	111000714847	111001001252	111001071428	111001461511	111001493347	111001916695	111002002760	111002392302	111002485833	111002407916	111003190848	111003174817	111004053049	111004087877	111004123913
458950714	464489756	464507375	465081479	111000362745	111000714870	111001001263	111001071440	111001461522	111001493404	111001916752	111002002850	111002392335	111002485956	111002407938	111003190938	111003174840	111004053140	111004087899	111004123924
458979010	464489780	464507409	465081487	111000362767	111000714881	111001001274	111001071451	111001461533	111001493426	111001916763	111002002906	111002392379	111002485967	111002407950	111003191018	111003174873	111004053184	111004087945	111004123968
458979390	464489798	464507425	465081529	111000362790	111000714892	111001001296	111001071462	111001461645	111001519830	111001916864	111002003064	111002392380	111002486025	111002407961	111003191030	111003175021	111004053274	111004087990	111004123979
458979473	464489806	464507433	465081578	111000362981	111000714904	111001001319	111001071484	111001461667	111001519841	111001916909	111002003086	111002392436	111002486036	111002408041	111003191052	111003175111	111004053320	111004088014	111004124172
458979598	464489814	464507466	465081586	111000363016	111000714915	111001001342	111001071495	111001461678	111001519874	111001916921	111002003097	111002392469	111002486047	111002408052	111003191063	111003175166	111004053353	111004088025	111004124217
458979606	464489822	464507524	465081594	111000363061	111000714960	111001001386	111001071530	111001461689	111001519896	111001917045	111002003143	111002392504	111002486081	111002408142	111003191085	111003175177	111004053397	111004088036	111004124251
458979614	464489848	464507581	465081610	111000363072	111000727986	111001001397	111001071552	111001461690	111001519919	111001917078	111002003244	111002392560	111002486092	111002408221	111003191120	111003175188	111004053454	111004088058	111004124295
458979663	464489871	464507607	465081651	111000363094	111000617681	111001001634	111001071563	111001461702	111001519931	111001932402	111002003277	111002392616	111002486148	111002408243	111003191142	111003175201	111004053476	111004088104	111004124318
458968476	464489889	464507615	465081677	111000363106	111000617715	111001001645	111001071574	111001461713	111001519953	111001932413	111002003288	111002414969	111002486171	111002408265	111003191153	111003175256	111004053487	111004088160	111004124352
458979721	464489905	464507672	465081701	111000363263	111000617737	111001001656	111001071585	111001461735	111001519964	111001932525	111002003299	111002415005	111002486193	111002408276	111003191175	111003202381	111004053533	111004088171	111004124363
458979747	464489913	464507680	465081719	111000363274	111000617748	111001001667	111001071608	111001461746	111001519986	111001932569	111002003301	111002415016	111002486216	111002408287	111003191186	111003202426	111004053555	111004088205	111004124408
458979804	464489921	464507730	465081743	111000363296	111000617759	111001001678	111001071619	111001461791	111001519997	111001932570	111002003334	111002415083	111002486227	111002408366	111003191254	111003202460	111004053577	111004088306	111004124442
458979895	464489954	464507755	465081750	111000363308	111000617771	111001001689	111001071620	111001461825	111001520023	111001932592	111002003345	111002415106	111002486272	111002408423	111003191322	111003202561	111004053645	111004088328	111004124464
458979945	464489996	464507797	465081776	111000363342	111000617782	111001001690	111001071631	111001461836	111001520034	111001932626	111002003378	111002415140	111002486362	111002408434	111003191344	111003202640	111004053656	111004088339	111004124509
458980034	464490002	464507839	465081800	111000363533	111000617816	111001001702	111001071642	111001461847	111001520045	111001932648	111002003389	111002415207	111002486407	111002408478	111003191388	111003202684	111004053667	111004088418	111004124521
458980059	464490010	464507854	465081826	111000363577	111000617984	111001001724	111001071664	111001461870	111001520056	111001932682	111002003413	111002415218	111002486609	111002408490	111003191401	111003202729	111004053689	111004088430	111004124543
458980109	464490028	464507862	465081842	111000363623	111000618008	111001001735	111001071675	111001461892	111001520067	111001932884	111002003424	111002415252	111002486643	111002408546	111003191580	111003202819	111004053735	111004088452	111004124554
458980174	464501782	464507870	465081859	111000363870	111000618019	111001001746	111001071686	111001461937	111001520089	111001932895	111002003435	111002415320	111002486698	111002408580	111003191591	111003202875	111004053746	111004088519	111004124576
458980257	464501865	464507896	465081867	111000363881	111000618086	111001001757	111001071732	111001461959	111001520090	111001932929	111002003468	111002415331	111002486788	111002408603	111003191625	111003202886	111004053757	111004088553	111004124587
458980513	464501907	464507904	465081875	111000363904	111000618109	111001001780	111001071743	111001461960	111001520157	111001932963	111002003479	111002415364	111002486801	111002408827	111003191669	111003202910	111004053768	111004088597	111004124633
458980521	464501931	464507912	465081891	111000363982	111000618110	111001001791	111001071754	111001461971	111001520168	111001933010	111002003480	111002415443	111002486812	111002408984	111003191726	111003202976	111004053780	111004088621	111004124677
458980539	464502012	464507920	465081909	111000364017	111000618198	111001001814	111001071765	111001461982	111001520180	111001933032	111002003503	111002415454	111002486845	111002409086	111003191771	111003202998	111004053881	111004088632	111004124688
458980703	464502020	464507946	465081917	111000364028	111000618233	111001014515	111001071798	111001461993	111001520203	111001933043	111002003514	111002415522	111002486856	111002409097	111003191793	111003203146	111004053926	111004088700	111004124745
458980737	464502046	464507979	465081933	111000364051	111000618255	111001014526	111001071800	111001462017	111001520258	111001933144	111002003570	111002415544	111002486867	111002409110	111003191805	111003203214	111004053937	111004088733	111004124756
458980760	464502079	464507987	465081958	111000364062	111000618266	111001014537	111001071844	111001462040	111001520269	111001933177	111002003637	111002415555	111002486968	111002429213	111003191816	111003203225	111004054028	111004088766	111004124767

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
458980810	464502087	464512680	465081974	111000364084	111000618277	111001014559	111001071877	111001462051	111001520281	111001933188	111002020445	111002415577	111002486980	111002429224	111003191861	111003203247	111004054107	111004088801	111004124846
458980828	464502095	464512706	465081982	111000364095	111000618299	111001014560	111001071899	111001462073	111001520292	111001933201	111002020456	111002415601	111002487048	111002429246	111003191917	111003203292	111004054129	111004088823	111004124903
458981008	464502111	464512722	465081990	111000364297	111000618301	111001014582	111001071901	111001462084	111001520337	111001933212	111002020467	111002415689	111002487071	111002429268	111003191928	111003203326	111004054130	111004088845	111004124925
458981057	464502137	464512730	465082006	111000364310	111000618312	111001014593	111001071912	111001462141	111001520348	111001933302	111002020489	111002415702	111002487138	111002429279	111003223542	111003203360	111004054152	111004088946	111004124970
458981073	464502160	464512748	465082030	111000364376	111000618323	111001014605	111001071923	111001384425	111001520360	111001933313	111002020524	111002415724	111002487194	111002429280	111003223575	111003203393	111004054219	111004088980	111004125049
458981560	464502194	464512771	465082048	111000364400	111000618334	111001014627	111001071945	111001384582	111001520393	111001933324	111002020557	111002415757	111002487217	111002429291	111003223609	111003203405	111004054275	111004089026	111004150676
458981784	464502210	464512789	465082055	111000364758	111000618356	111001014683	111001071956	111001422147	111001520438	111001933346	111002020579	111002415768	111002487431	111002429415	111003223755	111003203461	111004054297	111004089060	111004150698
458981990	464502228	464512797	465082063	111000364769	111000618378	111001014694	111001071967	111001422158	111001520450	111001933368	111002020603	111002415858	111002487475	111002429426	111003223968	111003203539	111004054309	111004089082	111004150733
458982105	464502236	464512839	465082071	111000364781	111000618389	111001014739	111001072003	111001422181	111001520472	111001933379	111002020614	111002415948	111002487486	111002429460	111003223979	111003203540	111004054387	111004115341	111004150744
458971132	464502244	464512854	465082089	111000364815	111000618390	111001014751	111001072025	111001422192	111001520506	111001933380	111002020625	111002415959	111002487497	111002429493	111003223980	111003203753	111004054534	111004115352	111004150799
458895257	464502251	464512862	465082121	111000364882	111000618402	111001014784	111001072069	111001422237	111001520517	111001933425	111002020748	111002416006	111002487509	111002429516	111003224004	111003203865	111004054545	111004115385	111004150812
458961034	464502269	464512870	465082162	111000365120	111000618424	111001014795	111001072070	111001422248	111001520528	111001933436	111002020759	111002416017	111002487510	111002429561	111003224026	111003203887	111004054556	111004115408	111004150823
459090981	464502319	464512896	465082170	111000365131	111000618457	111001014807	111001072081	111001422293	111001520551	111001949084	111002020771	111002416073	111002487565	111002429583	111003224037	111003203944	111004054624	111004115431	111004150889
459204061	464502327	464512938	465082188	111000365175	111000618468	111001014818	111001072126	111001422305	111001520562	111001949095	111002020849	111002416095	111002487644	111002429594	111003224059	111003203955	111004054646	111004115442	111004150946
459053856	464502335	464512995	465082204	111000365377	111000618480	111001014829	111001072137	111001422327	111001547910	111001949130	111002020850	111002416107	111002487701	111002429606	111003224060	111003204136	111004054679	111004115453	111004150991
459074597	464502343	464513019	465082212	111000365603	111000618503	111001015000	111001072148	111001422338	111001548135	111001949174	111002020872	111002416118	111002510416	111002429628	111003224071	111003232418	111004054680	111004115486	111004151015
459061289	464502350	464513050	465094183	111000365647	111000618514	111001015011	111001072159	111001422349	111001548483	111001949208	111002020894	111002416141	111002510461	111002429639	111003224116	111003232463	111004054691	111004115510	111004151194
459341723	464502418	464513076	465094209	111000365658	111000618525	111001015055	111001043427	111001422350	111001591740	111001949343	111002020939	111002416185	111002510528	111002429651	111003224194	111003232519	111004054714	111004115565	111004151206
459413902	464502459	464513084	465094217	111000365681	111000618536	111001015066	111001043483	111001422361	111001477473	111001949354	111002020940	111002416196	111002510573	111002429662	111003224228	111003232564	111004077337	111004115611	111004151239
459345120	464502483	464513092	465094233	111000365704	111000618547	111001015112	111001043494	111001422383	111001477484	111001949398	111002020962	111002436413	111002510607	111002429673	111003224273	111003232676	111004077539	111004115633	111004151262
459345427	464519677	464513126	465094241	111000365715	111000618558	111001015145	111001043528	111001422394	111001477518	111001949400	111002020973	111002436479	111002510663	111002429684	111003224329	111003232700	111004077584	111004115677	111004151295
459333498	464519701	464513142	465094266	111000365917	111000618592	111001015167	111001043551	111001422406	111001477530	111001949411	111002020984	111002436581	111002510719	111002429718	111003224363	111003232722	111004077742	111004115925	111004151363
459273041	464519719	464513159	465094274	111000365995	111000618626	111001015178	111001043562	111001422417	111001477541	111001949422	111002020995	111002436592	111002510731	111002429730	111003224374	111003232878	111004077775	111004115992	111004151374
459285185	464519727	464513183	465094282	111000366008	111000633780	111001015190	111001043618	111001422428	111001477620	111001949444	111002021008	111002436727	111002510764	111002429752	111003224385	111003232889	111004077786	111004116049	111004151431
459446811	464519784	464513209	465094290	111000366031	111000633791	111001015246	111001043652	111001422439	111001477631	111001949477	111002021165	111002436828	111002510810	111002429763	111003224396	111003232980	111004077821	111004116072	111004151509
459301354	464519792	464513217	465094308	111000366042	111000633814	111001015280	111001043663	111001422440	111001477653	111001949499	111002021187	111002436862	111002510922	111002429774	111003224420	111003233037	111004077922	111004116094	111004151521
459314399	464519818	464513225	465094365	111000366053	111000633825	111001015314	111001043674	111001422462	111001477664	111001949501	111002021200	111002436985	111002510933	111002429785	111003224475	111003233060	111004077955	111004116139	111004151543
459437067	464519826	464513233	465094381	111000366075	111000633870	111001015325	111001043685	111001422473	111001477709	111001949523	111002021211	111002436996	111002510944	111002429796	111003224543	111003233071	111004077999	111004116229	111004151565
459340329	464519834	464513241	465094423	111000366288	111000633892	111001015381	111001043696	111001422484	111001477754	111001949534	111002021233	111002437010	111002510955	111002429808	111003224554	111003233105	111004078035	111004116252	111004151587

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
459626016	464519842	464513266	465094498	111000366312	111000633904	111001015415	111001043708	111001422495	111001477798	111001949545	111002021255	111002437021	111002511013	111002429909	111003224598	111003233206	111004078068	111004116274	111004151633
459638680	464519859	464513274	465094506	111000366323	111000633915	111001034168	111001043720	111001422507	111001477833	111001949556	111002021288	111002437122	111002511035	111002429910	111003224600	111003233273	111004078080	111004116308	111004151644
459638888	464519875	464513290	465094514	111000366648	111000633926	111001034179	111001043731	111001422529	111001477844	111001949567	111002021312	111002437155	111002511080	111002429932	111003224633	111003233295	111004078091	111004116409	111004151655
459626792	464519883	464513324	465094522	111000366682	111000633959	111001034180	111001043753	111001422541	111001477866	111001949589	111002021323	111002437188	111002511091	111002429943	111003224701	111003233307	111004078136	111004116454	111004151666
459627402	464519891	464513340	465094555	111000366839	111000633971	111001034191	111001043786	111001422552	111001477877	111001949602	111002021378	111002437223	111002511114	111002430013	111003224723	111003233329	111004078181	111004116487	111004151677
459642872	464519933	464513365	465094571	111000366840	111000634028	111001034203	111001043809	111001422563	111001477899	111001949613	111002021389	111002437290	111002511125	111002430046	111003224802	111003233431	111004078215	111004116500	111004151712
459643144	464519958	464513381	465094621	111000366851	111000634039	111001034214	111001043810	111001422574	111001477912	111001949635	111002021424	111002437313	111002511181	111002430057	111003224824	111003233453	111004078226	111004116511	111004151789
459577565	464519966	464513431	465094704	111000366862	111000634051	111001034247	111001043865	111001422585	111001477967	111001949646	111002021446	111002437357	111002511226	111002430068	111003224835	111003233497	111004078237	111004116555	111004151868
459602496	464519974	464513449	465094720	111000367032	111000634084	111001034270	111001043876	111001422596	111001477978	111001949657	111002021457	111002437368	111002511271	111002452950	111003224936	111003233509	111004078260	111004116601	111004151879
459615043	464519990	464384387	465094787	111000367087	111000634095	111001034292	111001043887	111001422608	111001478003	111001949668	111002021479	111002437391	111002511282	111002453018	111003224958	111003233510	111004078271	111004116656	111004151936
459627642	464520006	464422120	465094811	111000367324	111000634118	111001034315	111001043898	111001422642	111001478014	111001949691	111002021491	111002437728	111002511293	111002453041	111003224981	111003233543	111004078282	111004116690	111004151981
459628038	464520022	464422153	465094852	111000367357	111000634129	111001034337	111001043911	111001422653	111001478036	111001949703	111001984364	111002437751	111002511305	111002453164	111003225016	111003233565	111004078305	111004116780	111004152005
459643631	464520030	464422161	465094860	111000367379	111000634141	111001034348	111001043933	111001422675	111001478070	111001949714	111001984375	111002437795	111002511316	111002453186	111003225061	111003233622	111004078327	111004116869	111004152016
459643763	464520048	464422187	465094936	111000367403	111000634174	111001034359	111001043944	111001422686	111001478081	111001949725	111001984410	111002437919	111002511327	111002453232	111003252588	111003233655	111004078350	111004116892	111004152049
459603221	464520055	464422203	465069615	111000367436	111000634185	111001034360	111001043966	111001422697	111001478092	111001949736	111001984432	111002437975	111002511338	111002453243	111003252601	111003233699	111004078372	111004116904	111004152050
459615845	464520097	464422229	465069664	111000367717	111000634208	111001034371	111001043988	111001422721	111001478104	111001949747	111001984454	111002437997	111002511350	111002453344	111003252612	111003233723	111004078394	111004116937	111004152094
459616181	464520113	464422237	465069680	111000367740	111000634220	111001034382	111001043999	111001435118	111001478115	111001949758	111001984465	111002438044	111002511394	111002453388	111003252904	111003233734	111004078428	111004116971	111004152173
459629028	464520154	464422245	465069706	111000367762	111000634253	111001034405	111001044002	111001435185	111001478137	111001949770	111001984487	111002438066	111002511462	111002453478	111003253040	111003233767	111004078439	111004116982	111004177776
459616629	464520188	464422278	465069714	111000369764	111000634286	111001034416	111001044024	111001435219	111001478159	111001949804	111001984511	111002438101	111002511529	111002453535	111003253073	111003233958	111004078451	111004117006	111004177798
459617189	464520261	464422294	465069748	111000369809	111000634309	111001034449	111001044046	111001435411	111001478160	111001949859	111001984555	111002438145	111002511530	111002453557	111003253141	111003234027	111004078473	111004117040	111004177811
459531323	464520287	464422310	465069763	111000369810	111000634310	111001034450	111001044068	111001435444	111001493437	111001949860	111001984566	111002438190	111002511552	111002453580	111003253185	111003234094	111004078518	111004117062	111004177844
459617759	464520295	464422344	465069771	111000369821	111000634332	111001034483	111001044114	111001435534	111001493460	111001949905	111001984612	111002438202	111002511563	111002453603	111003253208	111003234229	111004078529	111004117253	111004177855
459649877	464520303	464422351	465069789	111000369832	111000634343	111001034494	111001044147	111001435646	111001493482	111001957207	111001984634	111002438213	111002511574	111002453647	111003253219	111003234296	111004078530	111004117264	111004177866
459649992	464520311	464422377	465069797	111000369843	111000634354	111001034506	111001059233	111001435657	111001493538	111001957230	111001984678	111002438224	111002511619	111002453669	111003253231	111003234410	111004078552	111004141890	111004177877
459649612	464520337	464422427	465069813	111000369876	111000634365	111001034517	111001059277	111001435668	111001493550	111001957252	111001984746	111002438235	111002511743	111002453692	111003253275	111003263041	111004078585	111004142015	111004177888
459631560	464520345	464422435	465069821	111000369933	111000634466	111001034528	111001059301	111001448549	111001493561	111001957342	111001984791	111002438279	111002511754	111002453704	111003253354	111003263311	111004078732	111004142026	111004177901
459632063	464520352	464422500	465069862	111000369977	111000634545	111001034562	111001059334	111001448594	111001493583	111001957386	111001984814	111002438280	111002511765	111002453748	111003253400	111003263388	111004078811	111004142059	111004177912
459620217	464520386	464422518	465069870	111000369988	111000634556	111001034573	111001059345	111001448606	111001493628	111001957465	111001984870	111002459777	111002511787	111002453883	111003253411	111003263445	111004078833	111004142082	111004177923
459632428	464520410	464422534	465069896	111000369999	111000634567	111001034584	111001059378	111001448651	111001493640	111001957487	111001984881	111002459812	111002556977	111002453939	111003253422	111003263546	111004078888	111004142116	111004177945

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
459632683	464416619	464422559	465069920	111000370003	111000634589	111001034595	111001059390	111001448662	111001493651	111001957500	111001984904	111002459823	111002557035	111002453962	111003253534	111003263580	111004078923	111004142206	111004177967
459645297	464416627	464422575	465069938	111000370014	111000634590	111001034607	111001059424	111001448673	111001493673	111001957566	111001984948	111002459878	111002557046	111002453984	111003253657	111003263591	111004078945	111004142284	111004177989
459645461	464416650	464422641	465069961	111000370036	111000647628	111001034618	111001059435	111001448695	111001493707	111001957612	111001984959	111002459924	111002557114	111002454075	111003253691	111003263658	111004078990	111004142330	111004177990
459645479	464416676	464422682	465069987	111000370261	111000647684	111001034629	111001059457	111001448729	111001493763	111001957746	111001984960	111002460027	111002557136	111002454132	111003253770	111003263669	111004079047	111004142396	111004178003
459633434	464416726	464422708	465069995	111000370272	111000647730	111001034630	111001059479	111001448730	111001493785	111001957780	111001984971	111002460083	111002557192	111002454187	111003253792	111003263681	111004106633	111004142431	111004178025
459633707	464416783	464422716	465070027	111000370294	111000647752	111001034663	111001059491	111001448741	111001493831	111001957825	111001985006	111002460252	111002557259	111002454198	111003253815	111003263715	111004106789	111004142486	111004178126
459621892	464416791	464422724	465070043	111000370306	111000647954	111001034696	111001059525	111001448752	111001493842	111001957836	111001985028	111002460319	111002557338	111002454312	111003253916	111003263748	111004106824	111004142509	111004178429
459634242	464416833	464422732	465070084	111000370317	111000647965	111001034720	111001059536	111001448763	111001493853	111001957858	111001985084	111002460320	111002557349	111002454345	111003253972	111003263759	111004106880	111004142532	111004178441
459648481	464416874	464422765	465070092	111000370351	111000647998	111001034753	111001059570	111001448774	111001493875	111001957904	111001985095	111002460409	111002557372	111002454378	111003254052	111003263883	111004106947	111004142543	111004178463
459609541	464416882	464422773	465070159	111000370362	111000648023	111001034809	111001059581	111001448785	111001493909	111001957915	111001985107	111002460421	111002557383	111002495283	111003254085	111003263951	111004106958	111004142554	111004178520
459622767	464416890	464422781	465070167	111000372252	111000648034	111001034810	111001059626	111001448796	111001493954	111001957937	111001985152	111002460476	111002557428	111002495306	111003254131	111003264109	111004106992	111004142565	111004178553
459635082	464416916	464422807	465070175	111000372319	111000648056	111001034821	111001059659	111001448831	111001493965	111001957948	111001985185	111002460498	111002557530	111002495430	111003254153	111003264198	111004107050	111004142633	111004178575
459635124	464416932	464422815	465070183	111000372320	111000648067	111001034832	111001059660	111001448998	111001494001	111001957959	111001985264	111002460533	111002557552	111002495474	111003254186	111003264222	111004107117	111004142723	111004178643
459635355	464416999	464422831	465070209	111000372353	111000648078	111001034843	111001059671	111001449034	111001494067	111001957960	111002003659	111002460544	111002557574	111002495520	111003282851	111003264244	111004107151	111004142778	111004178801
459549267	464417013	464422856	465070225	111000372375	111000648090	111001034865	111001059682	111001449045	111001494078	111001957993	111002003671	111002460555	111002557675	111002495643	111003282873	111003264288	111004107184	111004142789	111004178889
459610895	464417054	464434893	465070233	111000372454	111000648135	111001035046	111001059693	111001449056	111001494089	111001958118	111002003682	111002460601	111002557697	111002495799	111003282884	111003264323	111004107218	111004142813	111004178913
459622858	464417070	464434943	465070241	111000372522	111000660780	111001035068	111001059749	111001449067	111001494102	111001958185	111002003716	111002460612	111002557710	111002495801	111003282929	111003264334	111004107230	111004142880	111004178968
459623476	464417096	464434976	465070274	111000372533	111000660791	111000871425	111001059750	111001449078	111001494146	111001958196	111002003738	111002460667	111002557743	111002495856	111003282930	111003264356	111004107274	111004142981	111004179004
459636015	464417120	464434984	465070308	111000372577	111000660803	111000897940	111001059761	111001449089	111001494157	111001958208	111002003749	111002460678	111002557776	111002495913	111003282941	111003264424	111004107308	111004143139	111004179093
459636080	464417138	464434992	465070316	111000396887	111000660825	111000950995	111001059806	111001449090	111001494168	111001958219	111002003750	111002460702	111002557787	111002495946	111003282974	111003264468	111004107320	111004143229	111004179194
459640629	464417146	464435023	465070324	111000623587	111000660836	111000974777	111001059840	111001449124	111001494180	111001958286	111002003851	111002460713	111002557798	111002496015	111003282985	111003264637	111004107331	111004143252	111004179217
459611042	464417153	464435031	465070365	111000623598	111000660858	111000988121	111001059873	111001449135	111001494191	111001958321	111002003862	111002460803	111002557811	111002496048	111003282996	111003264716	111004107397	111004143320	111004179240
459636601	464417161	464435098	465082220	111000623846	111000660869	111000988143	111001059952	111001449157	111001494225	111001958376	111002003929	111002460825	111002557822	111002496127	111003283021	111003264738	111004107421	111004143353	111004179396
459636965	464417195	464435106	465082246	111000623903	111000660881	111000988233	111001059985	111001449214	111001507859	111001958398	111002003930	111002460836	111002557888	111002496172	111003283054	111003264783	111004107432	111004143522	111004209165
459576492	464417203	464435122	465082253	111000624049	111000660959	111000988255	111001059996	111001449292	111001520652	111001958411	111002003941	111002460847	111002557899	111002518717	111003283087	111003264839	111004107498	111004143634	111004209233
459612446	464417229	464435130	465082261	111000624229	111000660960	111000988277	111001060011	111001449304	111001520663	111001958422	111002003952	111002478543	111002557923	111002518818	111003283098	111003264862	111004107555	111004143689	111004209255
459624631	464417245	464435148	465082287	111000624252	111000660982	111000988288	111001060022	111001449315	111001520742	111001958444	111002003963	111002478587	111002557956	111002518830	111003283133	111003265032	111004107599	111004143690	111004209323
459637112	464417260	464435197	465082295	111000624319	111000661028	111000988312	111001060033	111001449360	111001520753	111001900597	111002003985	111002478598	111002557967	111002518885	111003283267	111003265043	111004107645	111004143702	111004209389
459612677	464417278	464435213	465082303	111000624353	111000661040	111000988323	111001072182	111001449393	111001520764	111001900610	111002004021	111002478622	111002557990	111002518908	111003283357	111003265177	111004107678	111004143735	111004209424

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
459625919	464417294	464435239	465082337	111000624386	111000661084	111000988345	111001072193	111001449438	111001520775	111001900654	111002004043	111002478655	111002558092	111002518953	111003283380	111003296766	111004133105	111004143746	111004209514
459637906	464417302	464435247	465082352	111000624465	111000661141	111000988367	111001072216	111001449449	111001520786	111001900676	111002004065	111002478699	111002558104	111002518975	111003283414	111003296913	111004133116	111004143768	111004209525
459841391	464417328	464435270	465082360	111000624500	111000661208	111000988389	111001072249	111001449450	111001520999	111001900698	111002004111	111002478723	111002558182	111002519000	111003283458	111003296957	111004133127	111004143791	111004209536
459665741	464417336	464435288	465082386	111000624511	111000661219	111000988402	111001072272	111001463939	111001521013	111001900700	111002004133	111002478734	111002558193	111002519011	111003283469	111003296991	111004133150	111004143870	111004209569
459665915	464417344	464435296	465082428	111000624566	111000661220	111000988424	111001072294	111001463951	111001521080	111001900812	111002004144	111002478756	111002558205	111002519044	111003283481	111003297015	111004133172	111004170162	111004209581
459744413	464417385	464435304	465082469	111000624601	111000661242	111000988457	111001072306	111001463962	111001521125	111001900856	111002004155	111002478891	111002558227	111002519077	111003283504	111003297105	111004133183	111004170195	111004209705
459682167	464417393	464435353	465082501	111000624612	111000661264	111000988491	111001072317	111001463984	111001521147	111001900889	111002004166	111002478936	111002558238	111002519088	111003283559	111003297240	111004133206	111004170230	111004209738
459655528	464429745	464435395	465082519	111000626232	111000661275	111000988503	111001072328	111001464008	111001521158	111001900890	111002004201	111002479016	111002558261	111002519134	111003283571	111003297329	111004133217	111004170263	111004209794
459655544	464429836	464435411	465082550	111000626243	111000661286	111000988514	111001072351	111001464031	111001521169	111001900902	111002004278	111002479027	111002558272	111002519167	111003283650	111003297341	111004133262	111004170308	111004209806
459670857	464429844	464435452	465082584	111000626265	111000661297	111000988525	111001072384	111001464042	111001521170	111001900913	111002004324	111002479038	111002558351	111002519189	111003283672	111003297363	111004133318	111004170342	111004209840
459657391	464429885	464435486	465082592	111000626287	111000661332	111000988547	111001072407	111001464075	111001521226	111001900924	111002004346	111002479049	111002335725	111002519213	111003283683	111003297385	111004133329	111004170364	111004209952
459657664	464429893	464435494	465082626	111000626300	111000661343	111000988558	111001072418	111001464109	111001521259	111001900935	111002004379	111002479061	111002335758	111002519224	111003283717	111003297419	111004133330	111004170375	111004209985
459847406	464429901	464435510	465082667	111000626322	111000661387	111000988569	111001072452	111001464143	111001521260	111001900946	111002004469	111002479072	111002335770	111002519291	111003283784	111003297442	111004133363	111004170386	111004210000
459659207	464429919	464435528	465082675	111000626355	111000661398	111000988570	111001072463	111001464211	111001521305	111001900968	111002004481	111002479094	111002335792	111002519325	111003283896	111003297453	111004133431	111004170421	111004210011
459659348	464429927	464435536	465082683	111000626366	111000661411	111000988581	111001072474	111001464244	111001521316	111001901004	111002004492	111002479195	111002335837	111002519358	111003283986	111003297464	111004133521	111004170443	111004210055
459660387	464429935	464435544	465082717	111000626388	111000661433	111000988626	111001072485	111001464277	111001521327	111001901048	111002004504	111002479230	111002335859	111002519370	111003284011	111003297521	111004133565	111004170487	111004210134
459660866	464429943	464435585	465082725	111000626423	111000661477	111000988648	111001072496	111001464312	111001521349	111001901059	111002004582	111002479285	111002335882	111002519381	111003284178	111003297576	111004133587	111004170500	111004210190
459661401	464429976	464435627	465082857	111000626478	111000661488	111000988659	111001072519	111001464334	111001521350	111001901082	111002004605	111002479320	111002335916	111002519493	111003284279	111003297677	111004133600	111004170522	111004210235
459661427	464430008	464435635	465082865	111000626490	111000661534	111000988682	111001072531	111001464356	111001521383	111001901116	111002004627	111002479331	111002335983	111002519594	111003284482	111003297745	111004133644	111004170533	111004210392
459661898	464430024	464447473	465082881	111000626524	111000674741	111000988693	111001072586	111001464367	111001521394	111001901138	111002004885	111002479342	111002336041	111002519819	111003284617	111003297767	111004133677	111004170612	111004210460
459662219	464430032	464447481	465082899	111000626535	111000674785	111000988705	111001072609	111001464378	111001521406	111001901183	111002004896	111002479375	111002336063	111002519820	111003284628	111003297925	111004133688	111004170656	111004210594
459663100	464430040	464447515	465082907	111000626579	111000674796	111000988750	111001072610	111001464390	111001521417	111001901194	111002004919	111002479410	111002336120	111002519864	111003320922	111003298005	111004133745	111004170678	111004210640
459814760	464430057	464447531	465082923	111000626580	111000674808	111000988794	111001072621	111001464413	111001521428	111001901206	111002004920	111002479421	111002336243	111002519909	111003320988	111003298252	111004133789	111004170757	111004210684
459651832	464430081	464447556	465082972	111000626591	111000674820	111000988828	111001072654	111001464435	111001521439	111001901251	111002021569	111002479498	111002336344	111002519998	111003321057	111003298409	111004133857	111004170768	111004210796
459920005	464430123	464447564	465082998	111000626603	111000674875	111000988839	111001072665	111001464457	111001521530	111001901329	111002021592	111002479566	111002336412	111002520057	111003321114	111003298421	111004133868	111004170779	111004210808
459920799	464430131	464447572	465083004	111000626614	111000674897	111000988840	111001072687	111001464468	111001521552	111001901408	111002021604	111002479599	111002336490	111002520103	111003321136	111003298476	111004133879	111004170780	111004210921
459870911	464430156	464447580	465095099	111000626625	111000674910	111000988851	111001072698	111001464480	111001521563	111001901420	111002021659	111002479612	111002336579	111002520248	111003321158	111003298487	111004133914	111004170814	111004210932
459908661	464441955	464447598	465095107	111000626636	111000674954	111001001847	111001072722	111001464514	111001534781	111001901442	111002021682	111002479634	111002336603	111002520338	111003321259	111003298544	111004133947	111004170825	111004210954
459908695	464441963	464447614	465095180	111000626658	111000674965	111001001858	111001072733	111001464581	111001535287	111001901510	111002021817	111002479656	111002336625	111002520350	111003321282	111003298555	111004133958	111004170836	111004210987

SCH-A-6


Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
459908901	464441971	464447622	465095347	111000626669	111000674998	111001001881	111001072755	111001464637	111001563042	111001901554	111002021840	111002479757	111002336669	111002542073	111003321305	111003298634	111004133981	111004170858	111004211067
459909313	464441989	464447671	465095438	111000626670	111000675023	111001001904	111001072777	111001464648	111001608750	111001901565	111002021873	111002479768	111002336692	111002542118	111003321349	111003298724	111004134016	111004170869	111004211203
459909495	464441997	464447721	465095503	111000626681	111000675034	111001001915	111001072788	111001464660	111001478249	111001901576	111002021884	111002479825	111002336715	111002542129	111003321518	111003298746	111004134038	111004170971	111004211225
459910162	464442037	464447739	465095552	111000626692	111000675056	111001001982	111001072834	111001464693	111001478328	111001901587	111002021918	111002479836	111002336748	111002542152	111003321585	111003298803	111004134061	111004170982	111004232037
459910196	464442045	464447747	465095602	111000626726	111000675067	111001002039	111001072856	111001358606	111001478340	111001901622	111002021952	111002479858	111002336760	111002542444	111003321608	111003333993	111004134083	111004171017	111004232138
459897799	464442060	464447754	465095651	111000626737	111000675078	111001002084	111001072889	111001372185	111001478384	111001901633	111002022021	111002502495	111002336816	111002542455	111003321619	111003334006	111004134106	111004171028	111004232149
459857611	464442094	464447796	465095701	111000626793	111000675090	111001002107	111001072902	111001385965	111001478395	111001917102	111002022111	111002502507	111002336849	111002542477	111003321743	111003334039	111004134139	111004171130	111004232183
459898433	464442128	464447804	465095727	111000626805	111000675102	111001002129	111001044158	111001396585	111001478407	111001917146	111002022155	111002502518	111002336861	111002542488	111003321765	111003334040	111004134184	111004171152	111004232206
459911269	464442151	464447812	465095735	111000626827	111000675124	111001002152	111001044169	111001422743	111001478418	111001917168	111002022188	111002502552	111002336883	111002542545	111003321798	111003334073	111004134195	111004171163	111004232284
459911368	464442169	464447846	465070381	111000626838	111000675135	111001002185	111001044170	111001422754	111001478429	111001917179	111002022199	111002502596	111002336917	111002542556	111003321811	111003334095	111004134207	111004171174	111004232318
459911640	464442326	464447853	465070431	111000626861	111000675146	111001002196	111001044181	111001422787	111001478441	111001917247	111002022212	111002502620	111002336940	111002542578	111003321822	111003334118	111004134218	111004171208	111004232329
459911731	464442367	464447861	465070472	111000626872	111000675168	111001002242	111001044192	111001422800	111001478496	111001917438	111002022278	111002502631	111002336962	111002542590	111003321844	111003334129	111004134230	111004171219	111004232420
459911889	464442383	464447879	465070506	111000626906	111000675179	111001002253	111001044204	111001422822	111001478520	111001917461	111002022324	111002502653	111002336995	111002542657	111003321866	111003334130	111004134274	111004171231	111004232543
459912051	464442409	464447895	465070530	111000626917	111000675203	111001002264	111001044215	111001422888	111001478531	111001917472	111002022335	111002502664	111002337008	111002542714	111003321956	111003334219	111004134319	111004171275	111004232587
459912069	464442417	464447903	465070555	111000626951	111000675236	111001002286	111001044226	111001422899	111001478542	111001917494	111002022357	111002502686	111002337020	111002542792	111003321967	111003334264	111004134364	111004171343	111004232677
459912226	464442433	464447911	465070589	111000639742	111000675270	111001002297	111001044260	111001422912	111001478575	111001917506	111002022368	111002502710	111002356010	111002542859	111003321978	111003334309	111004134409	111004171354	111004232701
459912499	464442474	464447952	465070597	111000639753	111000675326	111001002310	111001044305	111001422923	111001478586	111001917517	111002022391	111002502798	111002356054	111002542916	111003322069	111003334310	111004134432	111004171365	111004232778
459912598	464442482	464447960	465070621	111000639764	111000675337	111001002321	111001044316	111001422967	111001478609	111001917528	111002022436	111002502899	111002356166	111002542938	111003322070	111003334376	111004134465	111004171387	111004232789
459912929	464442490	464447986	465070654	111000639797	111000675360	111001002332	111001044327	111001422978	111001478621	111001917540	111002022492	111002503036	111002356201	111002543096	111003322126	111003334387	111004134498	111004171422	111004232868
459913117	464442516	464448018	465070696	111000639810	111000675427	111001002354	111001044338	111001422990	111001478643	111001917551	111002022559	111002503058	111002356223	111002543197	111003322148	111003334411	111004134511	111004171444	111004232969
459913380	464442524	464448026	465070712	111000639821	111000675449	111001002411	111001044350	111001423003	111001478687	111001917573	111001985376	111002503069	111002356245	111002543209	111003322193	111003334444	111004134522	111004199006	111004233016
459913430	464442581	464448059	465070738	111000639843	111000675450	111001002422	111001044383	111001423025	111001478711	111001917584	111001985398	111002503070	111002356302	111002543210	111003322227	111003334455	111004134533	111004199039	111004233083
459913653	464442599	464448133	465070746	111000639900	111000675472	111001002433	111001044394	111001423047	111001478733	111001917630	111001985400	111002503159	111002356324	111002543232	111003322407	111003334477	111004160745	111004199062	111004233094
459914180	464442649	464448141	465070753	111000639922	111000675483	111001002455	111001044406	111001423081	111001478856	111001917663	111001985422	111002503205	111002356357	111002543243	111003322441	111003334501	111004160756	111004199152	111004233128
459914396	464442656	464448166	465070787	111000639944	111000675506	111001002488	111001044417	111001423137	111001478889	111001917708	111001985466	111002503216	111002356368	111002543311	111003322610	111003334589	111004160790	111004199163	111004233184
459914487	464442664	464448174	465070795	111000639966	111000688072	111001002545	111001044440	111001423160	111001478913	111001917775	111001985545	111002503227	111002356403	111002543456	111003322621	111003334635	111004160824	111004199242	111004233252
459914529	464442680	464448182	465070803	111000639988	111000688106	111001002556	111001044451	111001423182	111001478924	111001917786	111001985556	111002503249	111002356481	111002543490	111003322643	111003334725	111004160846	111004199376	111004233285
459914586	464442698	464448216	465070829	111000640014	111000688117	111001002567	111001044462	111001423193	111001478935	111001917810	111001985590	111002503261	111002356526	111002543513	111003322676	111003334769	111004160868	111004199387	111004233364
459902961	464442706	464457738	465070860	111000640036	111000688128	111001002589	111001044484	111001423205	111001478979	111001917843	111001985657	111002503272	111002356548	111002543535	111003322687	111003334781	111004160947	111004199444	111004233375

SCH-A-7


Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
459915427	464452218	464457761	465070878	111000640058	111000688140	111001002590	111001044495	111001423216	111001478991	111001917854	111001985714	111002503339	111002356683	111002543579	111003322755	111003334882	111004160970	111004199501	111004233386
459915609	464452234	464457779	465070886	111000640070	111000688241	111001015448	111001044529	111001423227	111001479004	111001917876	111001985725	111002503430	111002356762	111002543670	111003322777	111003334972	111004161184	111004199534	111004233409
459877809	464452259	464457829	465070944	111000640081	111000688285	111001015516	111001044530	111001423238	111001479048	111001917898	111001985758	111002503452	111002356863	111002543681	111003353939	111003334994	111004161207	111004199556	111004233498
459915955	464452283	464457860	465070951	111000640159	111000688308	111001015606	111001044552	111001423283	111001479071	111001917922	111001985769	111002503485	111002356908	111002543692	111003354019	111003335018	111004161218	111004199567	111004233522
459916326	464452291	464457928	465070977	111000640160	111000688331	111001015617	111001044563	111001423340	111001479082	111001917933	111001985927	111002503496	111002356953	111002543726	111003354042	111003335029	111004161241	111004199578	111004233555
459916920	464452341	464458033	465070985	111000640182	111000688342	111001015639	111001044619	111001423384	111001494281	111001917944	111001985949	111002503519	111002356964	111002543883	111003354053	111003335030	111004161364	111004199590	111004234095
459917100	464452358	464458058	465070993	111000640205	111000688375	111001015640	111001044642	111001423441	111001494292	111001917955	111001985961	111002503586	111002357011	111002543894	111003354109	111003335041	111004161409	111004199602	111004234141
459917258	464452366	464458082	465071017	111000640216	111000688386	111001015651	111001044653	111001423463	111001494359	111001917966	111001985972	111002503609	111002357022	111002543906	111003354132	111003335085	111004161511	111004199613	111004234208
459917621	464452382	464458090	465071025	111000640238	111000688397	111001015673	111001044675	111001423485	111001494371	111001917999	111001986030	111002503665	111002357077	111002543951	111003354211	111003335120	111004161555	111004199679	111004234253
459917753	464452390	464458157	465071033	111000640261	111000688409	111001015707	111001044686	111001436467	111001494393	111001918013	111001986041	111002503698	111002357099	111002543962	111003354222	111003335131	111004161588	111004199680	111004234343
459879920	464452416	464458173	465071058	111000640294	111000688410	111001015729	111001044697	111001436478	111001494405	111001918057	111001986074	111002503744	111002357123	111002565775	111003354288	111003335232	111004161599	111004199703	111004234523
459918801	464452424	464458199	465071116	111000640328	111000688421	111001015741	111001044709	111001436489	111001494427	111001918068	111001986085	111002503856	111002357134	111002565797	111003354301	111003335300	111004161623	111004199747	111004234635
459880696	464452432	464458231	465071124	111000640340	111000688443	111001015785	111001044721	111001436513	111001494438	111001918080	111001986142	111002503867	111002357213	111002565810	111003354389	111003335355	111004161689	111004199826	111004264380
459881264	464452457	464458264	465071132	111000640351	111000688465	111001015820	111001044732	111001436524	111001494450	111001918114	111001986175	111002525906	111002357224	111002565843	111003354402	111003335513	111004161713	111004199848	111004264447
459919825	464452473	464458314	465071140	111000640373	111000688487	111001015831	111001044765	111001436546	111001494506	111001933447	111001986232	111002525917	111002357257	111002565933	111003354468	111003335546	111004161780	111004199882	111004264470
460326796	464452499	464458348	465071157	111000640407	111000688500	111001015853	111001044800	111001436557	111001494652	111001933469	111001986243	111002526008	111002357336	111002565944	111003354648	111003335614	111004161814	111004200087	111004264504
460349301	464452507	464458421	465083046	111000640418	111000688522	111001015864	111001044833	111001436579	111001494708	111001933481	111001986254	111002526019	111002357358	111002565966	111003354794	111003335793	111004161836	111004200098	111004264559
460632508	464452523	464458496	465083053	111000640429	111000688544	111001015921	111001044866	111001436580	111001494719	111001933492	111001986298	111002526075	111002357370	111002565988	111003355009	111003367563	111004161847	111004200122	111004264605
460496672	464452564	464470509	465083087	111000640430	111000688601	111001015932	111001044877	111001436591	111001494731	111001933526	111001986322	111002526132	111002357448	111002566035	111003355043	111003367574	111004161858	111004200234	111004264649
460535420	464452572	464470541	465083103	111000640441	111000688612	111001015943	111001060055	111001436603	111001494764	111001933548	111001986366	111002526198	111002357459	111002566046	111003355065	111003367585	111004161869	111004200278	111004264650
460497779	464452655	464470558	465083111	111000640463	111000688634	111001015987	111001060088	111001436614	111001494775	111001933683	111001986377	111002526200	111002357460	111002566057	111003355290	111003367596	111004161904	111004200346	111004264672
460489677	464452663	464470574	465083152	111000640508	111000688667	111001016001	111001060099	111001436625	111001494786	111001933728	111001986399	111002526413	111002357471	111002566091	111003355403	111003367620	111004161937	111004200357	111004264773
460541139	464452697	464470608	465083178	111000653186	111000688678	111001016012	111001060112	111001436658	111001494797	111001933751	111001986434	111002526468	111002357538	111002566136	111003355436	111003367631	111004161959	111004200481	111004264795
460491467	464452721	464470624	465083236	111000653209	111000688689	111001016023	111001060123	111001436669	111001494809	111001933795	111001986467	111002526480	111002357549	111002566181	111003355481	111003367653	111004161971	111004200559	111004264807
460504681	464452739	464470681	465083269	111000653221	111000688713	111001016067	111001060134	111001436670	111001494832	111001933807	111001986478	111002526491	111002357572	111002566226	111003355649	111003367989	111004161982	111004200649	111004264830
460808512	464452747	464470699	465083285	111000653232	111000688735	111001016078	111001060167	111001436681	111001494843	111001933829	111001986489	111002526514	111002357583	111002566293	111003355694	111003368014	111004162017	111004200672	111004264885
460808561	464452754	464470756	465083301	111000653243	111000688746	111001016090	111001060224	111001436692	111001494876	111001933830	111001986490	111002526581	111002357628	111002566316	111003355751	111003368069	111004162129	111004200807	111004264920
460808835	464452762	464470764	465083343	111000653254	111000688757	111001016102	111001060235	111001436715	111001494898	111001933852	111001986502	111002526615	111002378812	111002566417	111003355795	111003368126	111004162163	111004200818	111004264931
460820897	464452770	464470780	465083376	111000653287	111000688779	111001016113	111001060257	111001436726	111001494922	111001933896	111001986524	111002526626	111002378823	111002566440	111003355863	111003368159	111004162231	111004200942	111004264953

SCH-A-8


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
460786338	464452804	464470855	465083400	111000653298	111000688836	111001016146	111001060268	111001436759	111001494944	111001933931	111001986568	111002526749	111002378845	111002566462	111003356011	111003368160	111004162253	111004200953	111004264975
460786387	464452861	464470863	465083418	111000653300	111000688847	111001016292	111001060303	111001449472	111001494977	111001933953	111001986625	111002526750	111002378889	111002566619	111003356022	111003368362	111004162275	111004201000	111004264986
460786502	464452887	464470913	465083426	111000653322	111000702282	111001036621	111001060336	111001449494	111001494999	111001934011	111002004931	111002526761	111002378890	111002566709	111003356044	111003368429	111004162297	111004201022	111004264997
460809163	464452895	464470921	465083442	111000653333	111000715017	111001036632	111001060358	111001449528	111001495024	111001934101	111002004942	111002526817	111002378946	111002566710	111003356077	111003368430	111004162422	111004201033	111004265000
460809619	464452911	464470954	465083459	111000653366	111000715039	111001036643	111001060404	111001449539	111001495035	111001934123	111002004953	111002526828	111002378957	111002566743	111003356145	111003368452	111004162433	111004201134	111004265011
460786858	464452960	464470970	465083475	111000653377	111000715062	111001036654	111001060415	111001449551	111001495057	111001934134	111002004986	111002526929	111002378979	111002566844	111003356156	111003368508	111004162455	111004201145	111004265022
460787393	464452200	464470988	465083483	111000653399	111000715107	111001036676	111001060426	111001449562	111001495068	111001934145	111002005066	111002527087	111002378991	111002566923	111003356190	111003390525	111004162466	111004201189	111004265033
460797350	464452978	464471002	465083525	111000653401	111000715129	111001036687	111001060437	111001449595	111001495080	111001934167	111002005099	111002527111	111002379004	111002566934	111003356202	111003390536	111004162499	111004221158	111004265044
460809874	464464924	464471010	465083533	111000653412	111000715174	111001036698	111001060448	111001449607	111001495114	111001934178	111002005112	111002527133	111002379048	111002566990	111003356303	111003390547	111004162556	111004221260	111004265066
460797947	464464957	464471077	465083566	111000653423	111000715208	111001036722	111001060459	111001449629	111001495158	111001934189	111002005134	111002527144	111002379059	111002567014	111003356415	111003390558	111004162567	111004221271	111004265077
460798002	464465004	464471085	465083582	111000653445	111000715219	111001036733	111001060493	111001449663	111001521574	111001934202	111002005189	111002527166	111002379060	111002567036	111003356437	111003390569	111004162602	111004221349	111004265099
460810534	464465012	464471101	465083608	111000653456	111000715242	111001036744	111001060505	111001449685	111001521596	111001934246	111002005235	111002527188	111002379116	111002343432	111003381154	111003390570	111004189690	111004221406	111004265101
460811045	464465020	464471119	465083616	111000653489	111000715253	111001036755	111001060527	111001449742	111001521620	111001934257	111002005279	111002527245	111002379150	111002343566	111003381198	111003390581	111004189757	111004221440	111004265145
460811250	464465038	464471143	465083624	111000653490	111000715275	111001036766	111001060561	111001449786	111001521642	111001934280	111002005291	111002527267	111002379172	111002343577	111003381299	111003390592	111004189780	111004221451	111004265190
460788664	464465046	464471168	465083640	111000653502	111000715286	111001036788	111001060572	111001449797	111001521675	111001934336	111002005347	111002527278	111002379183	111002343588	111003381345	111003390604	111004189904	111004221495	111004265202
460798804	464465061	464482991	465083673	111000653535	111000715297	111001036979	111001060606	111001449810	111001521686	111001934437	111002005358	111002527324	111002379217	111002343634	111003381367	111003390637	111004189926	111004221507	111004265303
460799018	464465095	464483015	465083699	111000653557	111000715309	111001037004	111001060617	111001449821	111001521709	111001934459	111002005381	111002550027	111002379240	111002343645	111003381390	111003390648	111004189982	111004221608	111004265392
460799141	464465129	464483098	465083707	111000653603	111000715332	111001037015	111001060628	111001449832	111001521710	111001934471	111002005392	111002550049	111002379251	111002343656	111003381402	111003390671	111004190029	111004221620	111004265415
460811383	464465145	464483130	465083715	111000653614	111000715343	111001037037	111001060639	111001449843	111001521721	111001934482	111002005404	111002550072	111002379273	111002343689	111003381446	111003390693	111004190030	111004221709	111004265550
460812035	464465160	464483163	465083723	111000653636	111000715354	111001037059	111001060640	111001449898	111001521765	111001934493	111002005426	111002550083	111002379284	111002343746	111003381491	111003390727	111004190063	111004221754	111004265639
460789167	464465178	464483239	465083749	111000653647	111000715376	111001037105	111001060673	111001449911	111001521798	111001949950	111002005459	111002550094	111002379307	111002343768	111003381536	111003390749	111004190153	111004221798	111004265763
460799562	464465194	464483262	465083756	111000653670	111000715387	111001037183	111001060707	111001449955	111001521800	111001950200	111002005471	111002550128	111002379318	111002343780	111003381570	111003390761	111004190276	111004221844	111004265886
460812381	464465202	464483478	465083764	111000653692	111000715398	111001037206	111001060730	111001449966	111001521855	111001950222	111002005505	111002550140	111002379396	111002343881	111003381659	111003390772	111004190311	111004221901	111004265897
460790231	464465236	464483486	465083772	111000653726	111000715455	111001037228	111001060752	111001449988	111001521877	111001950301	111002005538	111002550162	111002379408	111002343904	111003381660	111003390895	111004190322	111004221934	111004265909
460790520	464465244	464483577	465083780	111000653759	111000715477	111001037240	111001060774	111001449999	111001521888	111001950312	111002005549	111002550218	111002379509	111002343948	111003381671	111003390918	111004190377	111004221945	111004265976
460800543	464465251	464483601	465095859	111000653793	111000715488	111001037273	111001060785	111001450014	111001521978	111001950345	111002005594	111002550274	111002379521	111002343993	111003381693	111003390929	111004190399	111004221989	111004296835
460800642	464465335	464483619	465095891	111000653939	111000715501	111001037363	111001060808	111001450025	111001521989	111001950390	111002005673	111002550319	111002379554	111002344028	111003381749	111003390952	111004190412	111004222025	111004296857
460800923	464465343	464483684	465095917	111000653962	111000715512	111001037453	111001072924	111001450081	111001522003	111001950446	111002005729	111002550364	111002379576	111002344039	111003381817	111003390974	111004190445	111004222058	111004296868
460813330	464465400	464483692	465095990	111000653973	111000715523	111001037464	111001072935	111001450115	111001522036	111001950468	111002005730	111002550421	111002379600	111002344040	111003381862	111003390985	111004190490	111004222092	111004296903

SCH-A-9


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
460813413	464465426	464483718	465096030	111000654019	111000715567	111001037510	111001072957	111001450137	111001522058	111001950480	111002005741	111002550443	111002379644	111002344118	111003381895	111003390996	111004190524	111004222126	111004296981
460813447	464465442	464483734	465096048	111000654031	111000715578	111001037532	111001073172	111001450148	111001522069	111001950514	111002005752	111002550476	111002379699	111002344163	111003381985	111003391009	111004190535	111004222171	111004297072
460813579	464465459	464483742	465096105	111000654075	111000715590	111000988895	111001073183	111001450160	111001522070	111001950525	111002005774	111002550577	111002379734	111002344174	111003382043	111003391010	111004190546	111004222205	111004297139
460791130	464465491	464483767	465096568	111000666775	111000715602	111000988918	111001073194	111001450227	111001522092	111001950547	111002005785	111002550599	111002379857	111002344231	111003382144	111003391032	111004190625	111004222294	111004297184
460801046	464465558	464495506	464986454	111000666786	111000715613	111000988929	111001073206	111001450238	111001522115	111001950581	111002005796	111002550713	111002379914	111002344286	111003382166	111003391054	111004190658	111004222395	111004297285
460801269	464465566	464496041	465071199	111000666797	111000715635	111000988930	111001073262	111001450272	111001522126	111001950705	111002005808	111002550757	111002379925	111002344343	111003382212	111003391065	111004190715	111004222407	111004297386
460801285	464465590	464496165	465071223	111000666809	111000715646	111000988941	111001073295	111001450283	111001522159	111001950716	111002005842	111002550780	111002379936	111002344400	111003382223	111003391076	111004190726	111004222418	111004297421
460791635	464465632	464495472	465071256	111000666810	111000715679	111000988952	111001073307	111001455446	111001522249	111001950873	111002005853	111002550791	111002379969	111002344411	111003382302	111003391098	111004190759	111004222441	111004297443
460791767	464465657	464508043	465071355	111000666854	111000715680	111000989021	111001073318	111001455457	111001522340	111001950895	111002005864	111002550814	111002380095	111002344455	111003382346	111003391122	111004190805	111004222463	111004297500
460802523	464465673	464508068	465071363	111000666898	111000715994	111000989032	111001073329	111001455479	111001522362	111001950952	111002005943	111002550825	111002400201	111002344499	111003382357	111003391188	111004190883	111004222564	111004297511
460802549	464477462	464508076	465071371	111000666900	111000729168	111000989065	111001073363	111001455480	111001535401	111001951010	111002005954	111002550937	111002400234	111002344501	111003382380	111003391199	111004190917	111004222586	111004297678
460802754	464477470	464508092	465071397	111000667002	111000729180	111000989098	111001073374	111001455525	111001549495	111001951032	111002005965	111002550948	111002400256	111002344523	111003382391	111003391201	111004190939	111004222597	111004297690
460815434	464477504	464508118	465071405	111000667035	111000618637	111000989100	111001073385	111001455536	111001549912	111001951065	111002005998	111002550993	111002400313	111002344679	111003382481	111003391212	111004190984	111004222609	111004297735
460815954	464477512	464508134	465071413	111000667068	111000618749	111000989133	111001073396	111001455558	111001550116	111001951100	111002006001	111002551084	111002400346	111002364828	111003382559	111003391245	111004191008	111004222698	111004297768
460780547	464477538	464508142	465071421	111000667079	111000618761	111000989155	111001073408	111001455569	111001479116	111001951133	111002006012	111002551095	111002400414	111002364884	111003382560	111003391278	111004191019	111004222733	111004298152
460803919	464477546	464508167	465071439	111000667080	111000618828	111000989177	111001073431	111001455626	111001479138	111001951155	111002006023	111002551174	111002400425	111002364895	111003382650	111003113764	111004191020	111004255021	111004298163
460794522	464477579	464508183	465071462	111000667091	111000618840	111000989188	111001073453	111001455659	111001479150	111001951177	111002022571	111002551185	111002400582	111002364941	111003382739	111003113843	111004191053	111004255043	111004298208
460804511	464477587	464508233	465071470	111000667103	111000618862	111000989199	111001073475	111001455671	111001479183	111001951188	111002022593	111002551219	111002400593	111002365111	111003382762	111003113865	111004191075	111004255076	111004298231
460794894	464477595	464508316	465071488	111000667125	111000618895	111000989201	111001073497	111001455682	111001479194	111001951212	111002022627	111002551220	111002400683	111002365155	111003382852	111003113933	111004191109	111004255212	111004298321
460795339	464477652	464508357	465071496	111000667136	111000618929	111000989256	111001073509	111001455693	111001479217	111001951223	111002022672	111002551253	111002400706	111002365166	111003382896	111003113977	111004191165	111004255289	111004298387
460795958	464477686	464508365	465071504	111000667192	111000618941	111000989278	111001073510	111001455727	111001479239	111001951290	111002022694	111002328255	111002400717	111002365223	111003382908	111003114013	111004245110	111004255414	111004298398
460818461	464477702	464508464	465071520	111000667248	111000618952	111000989290	111001073532	111001455750	111001479240	111001958455	111002022706	111002328266	111002400739	111002365256	111003382986	111003114068	111004245299	111004255492	111004298635
460818875	464477710	464508472	465071546	111000667259	111000619032	111000989313	111001073565	111001455794	111001479251	111001958613	111002022717	111002328277	111002400784	111002365324	111003383000	111003114079	111004245334	111004255649	111004298646
460819154	464477728	464508498	465071553	111000667260	111000619054	111000989324	111001073587	111001455806	111001479307	111001958657	111002022739	111002328288	111002400919	111002365335	111003406062	111003114136	111004245413	111004255672	111004298758
460796840	464477736	464508506	465071561	111000667282	111000619065	111000989335	111001073598	111001455817	111001479330	111001958668	111002022773	111002328301	111002401044	111002365368	111003431857	111003114260	111004245424	111004255784	111004298815
460796964	464477801	464508555	465071611	111000667316	111000619098	111000989368	111001073622	111001455839	111001479363	111001958680	111002022784	111002328312	111002401077	111002365379	111003102212	111003114338	111004245468	111004255896	111004298826
460797012	464477827	464508654	465071629	111000667327	111000619122	111000989379	111001073644	111001455840	111001479408	111001958691	111002022795	111002328345	111002401101	111002365458	111003102223	111003114372	111004245480	111004256000	111004298893
460806961	464477835	464508670	465071637	111000667350	111000619155	111000989380	111001073688	111001455851	111001479419	111001958758	111002022841	111002328356	111002401112	111002365504	111003102357	111003114406	111004245514	111004256280	111004298905
460819675	464477843	464508712	465071645	111000667372	111000619166	111000989425	111001073699	111001455862	111001479420	111001958781	111002022852	111002328367	111002401178	111002365515	111003102368	111003114439	111004245581	111004256369	111004298950

SCH-A-10


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
460819964	464477876	464508738	465071678	111000667417	111000619188	111000989436	111001073701	111001455873	111001479431	111001958804	111002022896	111002328435	111002401202	111002365638	111003102379	111003114451	111004245604	111004256381	111004044915
460759202	464477884	464508746	465071702	111000667518	111000619223	111000989470	111001073723	111001455895	111001479475	111001958848	111002022931	111002328457	111002401224	111002365717	111003102481	111003114473	111004245615	111004256392	111004044926
460807696	464477900	464513480	465071777	111000680300	111000619234	111000989559	111001073734	111001455907	111001479497	111001958871	111002022953	111002328480	111002401246	111002365795	111003102504	111003114484	111004245671	111004256426	111004044971
460808066	464477926	464513514	465071785	111000680333	111000619245	111000989627	111001073767	111001455941	111001479521	111001958905	111002022964	111002328547	111002401280	111002365841	111003102526	111003114518	111004245682	111004256437	111004044982
460808090	464477934	464513522	465071801	111000680445	111000619256	111000989638	111001073778	111001455952	111001479554	111001958927	111002023099	111002328581	111002401325	111002365863	111003102548	111003114529	111004245727	111004256448	111004045028
460785348	464477967	464513530	465071892	111000680478	111000619267	111001002613	111001073789	111001455963	111001479576	111001958938	111002023112	111002328592	111002401358	111002365931	111003102638	111003114530	111004245783	111004256493	111004045062
460785488	464477991	464513555	465083822	111000680489	111000619278	111001002657	111001073813	111001455974	111001479598	111001958950	111002023134	111002328615	111002401415	111002365953	111003102649	111003114563	111004245895	111004256527	111004045095
460965130	464478015	464513571	465083871	111000680535	111000619289	111001002668	111001073824	111001455985	111001479622	111001958972	111002023156	111002328659	111002401437	111002366077	111003102694	111003114596	111004245907	111004256549	111004045129
460946379	464478031	464513639	465083889	111000680546	111000619302	111001002725	111001073846	111001456009	111001479699	111001959029	111002023202	111002328738	111002401448	111002366123	111003102739	111003114631	111004245930	111004256594	111004045152
461152449	464478080	464513670	465083905	111000680681	111000619313	111001002736	111001044901	111001456021	111001479745	111001959030	111002023213	111002328749	111002401459	111002366178	111003102784	111003114653	111004245952	111004256785	111004045174
461152886	464478106	464513696	465083939	111000680715	111000619324	111001002769	111001044923	111001456054	111001479756	111001959142	111002023224	111002328750	111002401482	111002366190	111003102795	111003114664	111004245963	111004256808	111004045196
461177735	464478114	464513720	465083947	111000680737	111000619335	111001002837	111001044934	111001456065	111001479767	111001959175	111002023235	111002328839	111002401549	111002366202	111003102807	111003114721	111004246009	111004256853	111004045219
461250474	464478122	464513746	465084051	111000680748	111000619346	111001002860	111001044956	111001456087	111001479778	111001959265	111002023291	111002328840	111002401606	111002385955	111003102874	111003114765	111004246043	111004256886	111004045242
461165706	464478130	464513753	465084077	111000680759	111000619357	111001002882	111001044978	111001456098	111001479789	111001959287	111002023303	111002328941	111002401729	111002385966	111003102942	111003114787	111004246155	111004256897	111004045286
461166118	464478148	464513787	465084093	111000680782	111000619379	111001002905	111001044990	111001456133	111001479790	111001959300	111002023325	111002328963	111002401730	111002386002	111003102953	111003114798	111004246177	111004256943	111004045310
461166290	464478155	464513803	465084127	111000680827	111000619380	111001002916	111001045036	111001456144	111001479846	111001959399	111002023336	111002328985	111002401752	111002386024	111003103000	111003114877	111004246199	111004256987	111004045354
461178485	464478171	464513811	465084135	111000680849	111000619391	111001002927	111001045047	111001456177	111001479880	111001959445	111002023358	111002329043	111002422485	111002386035	111003103022	111003114901	111004246313	111004257023	111004045387
461178618	464478213	464513837	465084150	111000681097	111000766754	111001002983	111001045058	111001456199	111001495181	111001959478	111002023370	111002329065	111002422496	111002386260	111003103099	111003115058	111004246346	111004257034	111004045400
461076119	464490036	464513845	465084184	111000681110	111000634613	111001002994	111001045069	111001332136	111001495204	111001959489	111002023415	111002329087	111002422508	111002386271	111003103178	111003115070	111004246357	111004257067	111004045455
461142663	464490051	464513852	465084200	111000681187	111000634624	111001003007	111001045104	111001373029	111001495215	111001959490	111002023426	111002329122	111002422542	111002386293	111003103224	111003115104	111004246447	111004287341	111004045534
461167330	464490077	464513894	465084218	111000681222	111000634646	111001003029	111001045126	111001423575	111001495237	111001959502	111002023437	111002329155	111002422575	111002386305	111003103369	111003115148	111004246526	111004287352	111004045545
461179871	464490093	464513985	465084226	111000681233	111000634680	111001003041	111001045137	111001423654	111001495248	111001959546	111002023448	111002329278	111002422610	111002386316	111003103404	111003115159	111004246582	111004287408	111004045556
461180028	464490119	464514041	465084242	111000681255	111000634703	111001003052	111001045159	111001423665	111001495271	111001959557	111002023482	111002329379	111002422621	111002386338	111003103415	111003115182	111004246683	111004287419	111004045567
461180176	464490135	464514058	465084275	111000681266	111000634758	111001003063	111001045171	111001423687	111001495293	111001959568	111002023516	111002329425	111002422632	111002386349	111003103459	111003115193	111004246728	111004287475	111004045590
461117988	464490143	464514074	465084309	111000681288	111000634770	111001003074	111001045182	111001423733	111001495327	111001959579	111001986636	111002329447	111002422643	111002386361	111003103460	111003115216	111004246784	111004287576	111004045624
461118309	464490168	464514082	465084374	111000681299	111000634804	111001003096	111001045227	111001423799	111001495338	111001959591	111001986669	111002329492	111002422654	111002386372	111003103471	111003115238	111004246807	111004287598	111004045646
461143414	464490192	464514090	465084440	111000707568	111000634826	111001003119	111001045238	111001423801	111001495349	111001959625	111001986681	111002329504	111002422711	111002386394	111003103482	111003115294	111004246852	111004287600	111004045859
461144156	464490200	464514108	465084465	111000707625	111000634871	111001003153	111001045249	111001423834	111001495361	111001959636	111001986726	111002329526	111002422722	111002386406	111003103527	111003115362	111004246885	111004287611	111004045860
461156549	464490218	464514116	465084481	111000707681	111000634882	111001003164	111001045261	111001423845	111001495372	111001901666	111001986759	111002329593	111002422766	111002386439	111003103549	111003142610	111004276754	111004287712	111004045927

SCH-A-11


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
461181737	464490226	464514124	465084572	111000707692	111000634905	111001003209	111001045496	111001423856	111001495383	111001901701	111001986816	111002329616	111002422788	111002386440	111003103594	111003142878	111004276765	111004287778	111004045938
461144826	464490234	464514132	465084580	111000707760	111000634938	111001003243	111001045508	111001423867	111001495406	111001901903	111001986849	111002329638	111002422799	111002386451	111003103651	111003142890	111004276787	111004287824	111004045972
461157109	464490242	464514157	465047116	111000707793	111000634949	111001003311	111001045519	111001423878	111001495451	111001901914	111001986872	111002329661	111002422812	111002386462	111003103662	111003142902	111004276877	111004287868	111004045983
461170409	464490267	464514199	465071983	111000707838	111000634983	111001003333	111001045542	111001423889	111001495473	111001901947	111001986883	111002350272	111002422834	111002386473	111003103673	111003142924	111004276956	111004287891	111004045994
461170417	464490275	464514207	465071991	111000707849	111000635030	111001003344	111001045564	111001423890	111001495484	111001901958	111001986894	111002350328	111002422924	111002386484	111003103729	111003142980	111004277193	111004287936	111004046029
461182453	464490283	464514223	465072015	111000707872	111000635041	111001003355	111001045597	111001423902	111001495495	111001901981	111001986951	111002350339	111002422935	111002386495	111003103741	111003143048	111004277216	111004287969	111004046052
461182917	464490317	464422898	465072049	111000707883	111000635063	111001016359	111001045609	111001423913	111001495518	111001902016	111001987008	111002350407	111002422946	111002386518	111003103763	111003143138	111004277452	111004287981	111004046096
461107591	464490358	464422906	465072072	111000707917	111000635074	111001016360	111001045610	111001423924	111001495530	111001902038	111001987019	111002350418	111002423004	111002386529	111003103774	111003143228	111004277508	111004288005	111004046153
461132995	464490366	464422955	465072114	111000707928	111000635096	111001016382	111001045621	111001423946	111001495574	111001902049	111001987031	111002350519	111002423105	111002386530	111003103796	111003143521	111004277609	111004288061	111004046232
461145963	464490374	464422989	465072155	111000707939	111000635131	111001016416	111001045676	111001423957	111001495585	111001902139	111001987053	111002350564	111002423150	111002386552	111003103886	111003143622	111004277621	111004288072	111004046243
461170557	464490416	464423003	465072163	111000707951	111000635164	111001016427	111001045687	111001423968	111001495596	111001902207	111001987075	111002350609	111002423161	111002386563	111003103897	111003143723	111004277698	111004288229	111004046300
461170847	464490440	464423011	465072189	111000708008	111000635210	111001016438	111001045711	111001423979	111001495608	111001902229	111001987097	111002350621	111002423273	111002386608	111003131685	111003143734	111004277700	111004288296	111004046311
461170854	464490457	464423029	465072197	111000708053	111000635221	111001016449	111001045722	111001424004	111001495619	111001902241	111001987110	111002350643	111002423307	111002386620	111003131865	111003143767	111004277733	111004288421	111004046344
461146458	464490515	464423052	465072262	111000610976	111000635232	111001016450	111001045744	111001424048	111001495631	111001902252	111001987121	111002350676	111002423329	111002386631	111003131876	111003143857	111004277812	111004288454	111004046355
461146607	464490549	464423060	465072270	111000611012	111000635300	111001016506	111001045755	111001424059	111001495642	111001902263	111001987143	111002350812	111002423330	111002386697	111003131887	111003143936	111004277834	111004288476	111004046366
461171761	464490556	464423078	465072304	111000611023	111000635333	111001016517	111001045801	111001424060	111001495653	111001902274	111001987222	111002350845	111002423341	111002386709	111003131898	111003143958	111004277845	111004288555	111004046557
461096463	464490572	464423094	465072320	111000611034	111000635344	111001016573	111001045823	111001424116	111001495686	111001902285	111001987301	111002350856	111002423352	111002386721	111003131900	111003144061	111004277902	111004288577	111004046568
461134405	464490606	464423102	465072346	111000611078	111000635366	111001016595	111001045845	111001424183	111001495697	111001902319	111001987323	111002350890	111002423363	111002386732	111003131911	111003144139	111004277913	111004288825	111004046603
461134603	464490614	464423110	465072460	111000611102	111000635377	111001016652	111001060820	111001424217	111001495709	111001902331	111001987334	111002350946	111002423374	111002386765	111003131933	111003144140	111004277924	111004288869	111004046669
461172173	464490648	464423177	465072478	111000611168	111000648168	111001016674	111001060864	111001424374	111001495710	111001902364	111001987345	111002351105	111002423385	111002386811	111003131944	111003144173	111004278004	111004288904	111004071465
461122806	464490689	464423185	465072510	111000611179	111000648179	111001016685	111001060875	111001436760	111001495721	111001902375	111001987389	111002351138	111002423396	111002386866	111003131966	111003144195	111004278059	111004288937	111004071498
461185472	464490697	464423193	465072577	111000611214	111000648191	111001016708	111001060921	111001436771	111001495732	111001902397	111001987402	111002351172	111002423408	111002386901	111003131999	111003144218	111004278060	111004289017	111004071511
461185720	464490721	464423201	465072585	111000611236	111000648203	111001016843	111001061001	111001436793	111001495754	111001902410	111001987457	111002351206	111002423475	111002386912	111003132002	111003144263	111004278071	111004289028	111004071522
461233314	464490747	464423227	465072700	111000611247	111000648214	111001016900	111001061034	111001436805	111001495787	111001902487	111001987479	111002351374	111002423497	111002386923	111003132024	111003144274	111004278138	111004036376	111004071588
461111304	464490762	464423243	465072734	111000611258	111000648225	111001016922	111001061067	111001436827	111001495800	111001902498	111001987480	111002351408	111002423509	111002409132	111003132035	111003144308	111004278183	111004036400	111004071599
461149023	464490788	464423268	465072742	111000611315	111000648247	111001016933	111001061089	111001436838	111001495811	111001902522	111001987491	111002351419	111002423510	111002409154	111003132046	111003144319	111004278206	111004036411	111004071612
461149080	464502566	464423276	465072759	111000611337	111000648269	111001016944	111001061090	111001436861	111001495822	111001902533	111001987503	111002351420	111002423521	111002409187	111003132057	111003144320	111004278239	111004036488	111004071689
461161028	464502624	464423284	465084655	111000611348	111000648281	111001016955	111001061102	111001436872	111001495855	111001902544	111001987514	111002351442	111002423543	111002409198	111003132079	111003144410	111004278284	111004036501	111004071713
461161218	464502657	464423318	465084671	111000611382	111000648292	111001016966	111001061113	111001436883	111001495866	111001902555	111001987536	111002351453	111002423554	111002409222	111003132080	111003144465	111004278318	111004036523	111004071803

SCH-A-12


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
461161457	464502673	464423326	465084705	111000611393	111000648315	111001017002	111001061214	111001436906	111001495888	111001902566	111001987569	111002351464	111002423598	111002409244	111003132091	111003144476	111004278329	111004036691	111004071869
461173759	464502681	464423359	465084788	111000611427	111000648326	111001017024	111001061225	111001436917	111001495901	111001902601	111001987570	111002351486	111002423655	111002409266	111003132103	111003144533	111004278600	111004036714	111004071870
461186462	464502707	464423367	465084796	111000611584	111000648337	111001017035	111001061269	111001436928	111001495912	111001902623	111001987581	111002351497	111002423701	111002409323	111003132114	111003144577	111004278677	111004036747	111004071892
461186579	464502715	464423383	465084812	111000611630	111000648359	111001017068	111001061270	111001436939	111001495934	111001902634	111001987637	111002351510	111002423712	111002409390	111003132125	111003144588	111004278701	111004036769	111004071948
461186660	464502749	464423417	465084820	111000611641	111000648405	111001017079	111001061304	111001437019	111001495945	111001902656	111002006034	111002351532