ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of July 13, 2022 (this Agreement), among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2022-3, a Delaware statutory trust (the Issuer), AMERICREDIT FINANCIAL SERVICES, INC. D/B/A GM FINANCIAL, a Delaware corporation (GM Financial), in its capacity as Servicer (in such capacity, the Servicer) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the Asset Representations Reviewer).
WHEREAS, in the regular course of its business, GM Financial purchases retail installment sale contracts secured by new and used automobiles, light-duty trucks and utility vehicles from motor vehicle dealers.
WHEREAS, in connection with a securitization transaction sponsored by GM Financial, GM Financial sold a pool of Receivables to AFS SenSub Corp. (the Seller) which, in turn, sold those Receivables to the Issuer.
WHEREAS, the Issuer has granted a security interest in the Receivables to the Trust Collateral Agent, for the benefit of the Issuer Secured Parties, pursuant to the Indenture.
WHEREAS, the Issuer has determined to engage the Asset Representations Reviewer to perform reviews of certain Receivables for compliance with the representations and warranties made by GM Financial and the Seller about the Receivables in the pool.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows.
Section 1.1. Definitions. Capitalized terms that are used but are not otherwise defined in this Agreement have the meanings assigned to them in the Sale and Servicing Agreement, dated as of July 13, 2022, by and among the Issuer, the Seller, the Servicer and Citibank, N.A., a national banking association, as Trust Collateral Agent.
Section 1.2. Additional Definitions. The following terms have the meanings given below:
Asset Review means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Asset Review Receivable in accordance with Section 3.4.
Asset Review Demand Date means, for an Asset Review, the date when the Trust Collateral Agent determines that each of (a) the Delinquency Trigger has occurred and (b) the required percentage of Noteholders has voted to direct an Asset Review under Section 7.2(f) of the Indenture.
Asset Review Fee has the meaning assigned to such term in Section 4.3(b).