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GMF Leasing LLC, et al. – ‘S-3/A’ on 3/3/15

On:  Tuesday, 3/3/15, at 4:28pm ET   ·   Accession #:  1193125-15-75136   ·   File #s:  333-201577, -01

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/03/15  GMF Leasing LLC                   S-3/A                  3:3.7M                                   RR Donnelley/FA
          ACAR Leasing Ltd.

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Amendment No. 2 to Form S-3                         HTML   2.48M 
 2: EX-5.1      Opinion re: Legality                                HTML     10K 
 3: EX-8.1      Opinion re: Tax Matters                             HTML      9K 

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2015

REGISTRATION STATEMENT NOS. 333-201577 AND 333-201577-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2

TO

FORM S-3/A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GMF LEASING LLC

(Depositor for the issuing entities described herein)

ACAR LEASING LTD.

(Issuer with respect to the Exchange Notes described herein)

(Exact names of registrants as specified in their charters)

FRANK E. BROWN III, ESQ

AmeriCredit Financial Services, Inc. d/b/a GM Financial

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

(Name, Address and Telephone Number, including area code, of Agent for Service)

COPY TO:

JOHN P. KEISERMAN, ESQ.

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022-2585

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act of 1933, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

CALCULATION OF REGISTRATION FEE

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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FORM OF PROSPECTUS SUPPLEMENT

$            Fixed Rate Asset-Backed Notes

GM Financial Automobile Leasing Trust 20        -    

Issuing Entity

GMF Leasing LLC

Depositor

Sponsor and Servicer

[The issuing entity will enter into a hedge agreement with [hedge counterparty] for the purpose of providing an additional source of funds for payments on the notes.]

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus supplement or the prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Prospectus Supplement dated             , 20        .

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You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized any person to provide you with information that is different. The information in this prospectus supplement speaks only as of its date, and may not be accurate at any time after its date. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell the notes, and it is not soliciting an offer to buy the notes, in any state where the offer or sale is not permitted.

We do not claim the accuracy of the information in this prospectus supplement as of any date other than the date stated on the cover of this prospectus supplement.

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Prospectus Supplement

Prospectus

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Important Notice about the Information Presented in this Prospectus Supplement

and the Accompanying Prospectus

Where You Can Find More Information

The depositor, GMF Leasing LLC, as originator of each trust, filed with the Securities and Exchange Commission, or the Commission, or the SEC, under the Commission file number 333-201577, a registration statement under the Securities Act of 1933, as amended, with respect to the notes offered pursuant to this prospectus supplement. This prospectus supplement and the prospectus, which form a part of the registration statement, omit certain information contained in such registration statement pursuant to the rules and regulations of the Commission.

As long as the issuing entity is required to report under the Securities Exchange Act of 1934, the servicer will file for the issuing entity, annual reports on Form 10-K and distribution reports on Form 10-D, any current reports on Form 8-K, and amendments to those reports with the Commission under the file number 333-201577-    . A copy of any reports may be obtained by any noteholder by request to the servicer.

A number of items are incorporated by reference into this prospectus supplement. See “Incorporation by Reference” in the accompanying prospectus for a description of incorporation by reference.

You can read and copy the registration statement and the reports referenced above at the public reference room at the Commission at 100 F Street N.E., Washington, DC 20549. You can obtain information about the public reference section by calling the SEC at 1-800-SEC-0330. In addition, the Commission maintains a site on the World Wide Web containing reports, proxy materials, information statements and other items. The address is http://www.sec.gov.

You may request a free copy of any of the filings incorporated by reference into this prospectus supplement by writing or calling: GM Financial, 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102; telephone (817) 302-7000.

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Summary of Transaction Structure Parties

The following diagram provides a simplified overview of the structure of this securitization transaction. You should read this prospectus supplement and the accompanying prospectus in their entirety for a more detailed description of this securitization transaction.

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Exchange Note, Flow of Funds⁽¹⁾

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Notes, Flow of Funds⁽¹⁾

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Risk Factors

In addition to the risk factors discussed in the accompanying prospectus, you should consider the following additional factors in connection with the purchase of the notes:

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Use of Proceeds

On the closing date:

The Sponsor and the Servicer

On October 1, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 21, 2010, AmeriCredit Corp. became a wholly-owned subsidiary of General Motors Holdings LLC. General Motors Holdings LLC is in turn a wholly-owned subsidiary of General Motors Company, or GM. Following the merger, AmeriCredit Corp. was renamed General Motors Financial Company, Inc, or General Motors Financial. GM Financial continues to be a wholly-owned and the primary operating subsidiary of General Motors Financial. GM Financial, the sponsor and servicer, was incorporated in Delaware on July 22, 1992. GM Financial’s executive offices are located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, telephone (817) 302-7000.

General Motors Financial acquired Ally Financial Inc.‘s, or Ally Financial, auto finance and financial services operations in Germany, the United Kingdom, Italy, Sweden, Switzerland, Austria, Belgium, the Netherlands, Greece, Spain, Chile, Columbia and Mexico on April 1, 2013. General Motors Financial acquired Ally Financial’s auto finance and financial services operations in France and Portugal on June 1, 2013, and General Motors Financial acquired Ally Financial’s auto finance and financial services operations in Brazil on October 1, 2013. On January 2, 2015, General Motors Financial, GMAC UK plc, or GMAC UK, an indirect, wholly-owned subsidiary of General Motors Financial, and Ally Financial completed a transaction under which General Motors Financial and GMAC UK acquired Ally Financial’s 40% equity interest in SAIC-GMAC Automotive Finance Company Limited (formerly known as GMAC-SAIC Automotive Finance Company Limited), or SAIC-GMAC, a joint venture that conducts auto finance operations in China. GM Financial acquired a 5% equity interest and GMAC UK acquired a 35% equity interest in the joint venture. Also effective on January 2, 2015, General Motors Financial sold its 5% equity interest in SAIC-GMAC to Shanghai Automotive Group Finance Company Ltd., or SAIC FC, a current shareholder of SAIC-GMAC. As a result of these equity transfers, SAIC-GMAC is now jointly owned by SAIC FC (45%), GMAC UK (35%) and Shanghai General Motors Company Limited (20%).

GM Financial is the originator of 100% of the Lease Assets included in the designated pool. GM Financial identifies the Lease Assets that are originated and sold to the titling trust by automobile dealers and has at times originated leases directly with consumers.

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GM Financial services all leases that it originates, though some servicing functions are performed by affiliates of GM Financial, according to GM Financial’s servicing policies as described below. As of             , 20    , GM Financial serviced a portfolio with a net book value of approximately $             in North America. See “GM Financial’s Lease Financing Program” in the accompanying prospectus for more information regarding the sponsor’s business and “GM Financial’s Automobile Leasing Program” below in this prospectus supplement and “The Sponsor’s Securitization Program” in the accompanying prospectus for information regarding the sponsor’s securitization program.

GM Financial will identify the Lease Assets to be assigned to the designated pool by the titling trust. GM Financial will be the original holder of the exchange note which it will sell to the depositor pursuant to an Exchange Note Sale Agreement (as defined in the Glossary). GM Financial will make certain representations and warranties to the depositor, the issuing entity and the indenture trustee regarding the designated pool. If it is discovered that GM Financial has breached any such representation or warranty with respect to a lease or leased vehicle in the designated pool, GM Financial will be obligated to repurchase the affected lease or leased vehicle from the designated pool to the extent the interests of any noteholder are materially and adversely affected by such breach.

Under the Servicing Agreement (as defined in the Glossary), GM Financial will service the Lease Assets in the designated pool and will be compensated for acting as the servicer. The servicer’s activities consist primarily of collecting and processing customer payments, responding to customer inquiries, initiating contact with customers who are delinquent in payment of an installment, maintaining the security interests in the leased vehicles, arranging for the disposition of any leased vehicles that are returned at the end of the related lease term, and arranging for the repossession of the leased vehicles and pursuit of deficiencies when appropriate. See “GM Financial’s Lease Financing Program —Servicing of Lease Assets” in the accompanying prospectus for more information regarding GM Financial’s general servicing procedures. See “Description of the Transaction Documents—Servicing Compensation” in this prospectus supplement for more information regarding the servicer’s duties under the Servicing Agreement.

The Transaction Documents (as defined in the Glossary) relating to the Lending Facility (as defined in the Glossary) and each designated pool also contain covenants requiring the removal of Lease Assets from the related designated pool by the servicer due to the breach of a related representation or warranty. During the three year period ended December 31, 20    , none of GM Financial, the depositor, the collateral agent or the owner trustee received a demand to remove any Lease Assets from any designated pool, and there was no activity with respect to any demand made prior to such period. GM Financial discloses all fulfilled and unfulfilled removal requests for Lease Assets that were the subject of a demand to repurchase on SEC Form ABS-15G. GM Financial filed its most recent Form ABS-15G with the SEC on February 13, 2015. GM Financial ‘s CIK number is 0001002761. A copy of the report may be obtained by any noteholder by request to GM Financial.

See “Description of the Transaction Documents—Exchange Note Servicer Default” and “—Rights Upon Exchange Note Servicer Default “ in this prospectus supplement for more information regarding the servicer’s removal and the transfer of servicing duties to a successor servicer.

The Depositor

The depositor is a wholly-owned subsidiary of GM Financial and is a Delaware limited liability company, formed in January 2011. The depositor’s address is 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, telephone (817) 302-7000.

The depositor was formed for the limited purpose of purchasing exchange notes from GM Financial and transferring the exchange notes to third parties and any activities incidental or necessary for this purpose.

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The depositor will purchase the exchange note from GM Financial pursuant to an Exchange Note Sale Agreement and will transfer the exchange note to the issuing entity pursuant to an Exchange Note Transfer Agreement (as defined in the Glossary).

The sponsor and the depositor have structured this transaction so that the bankruptcy of the sponsor is not expected to result in the consolidation of the depositor’s assets and liabilities with those of the sponsor. The depositor has received a legal opinion, subject to various facts, assumptions and qualifications, opining that if the sponsor were adjudged bankrupt, it would not be a proper exercise of a court’s equitable discretion to disregard the separate corporate existence of the depositor and to require the consolidation of the depositor’s assets and liabilities with those of the sponsor. However, there can be no assurance that a court would not conclude that the assets and liabilities of the depositor should be consolidated with those of the sponsor. Delays in distributions on the notes and possible reductions in distribution amounts could occur if a court decided to consolidate the depositor’s assets with those of the sponsor, or if a filing were made under any bankruptcy or insolvency law by or against the depositor, or if an attempt were made to litigate any of those issues.

The Issuing Entity

The issuing entity is a Delaware statutory trust formed under the Issuing Entity’s Trust Agreement (as defined in the Glossary) to consummate the transactions described in this prospectus supplement. The issuing entity’s principal offices are in Wilmington, Delaware, in care of the owner trustee at the address listed under “The Owner Trustee” below.

The depositor will, on or prior to the closing date, transfer to the issuing entity an amount equal to $1.00 as initial capitalization of the issuing entity. In addition, the depositor shall pay organizational expenses of the issuing entity as they may arise.

The issuing entity will not engage in any activity other than:

Modifications to the Issuing Entity’s Trust Agreement, including the foregoing permissible activities, may be made by the depositor and the owner trustee, upon notice by the depositor to the engaged nationally recognized statistical rating organizations (each an engaged NRSRO) and with the consent of, in certain cases, [the hedge counterparty] the holder of the issuer trust certificate and holders of a majority of the then outstanding principal amount of the notes, in all cases subject to the limitations set forth in the Issuing Entity’s Trust Agreement.

The issuing entity will issue the notes to the depositor in exchange for the exchange note. In addition to the exchange note, the issuing entity will own other trust property, described in “The Trust Property” below in this prospectus supplement.

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GM Financial, in its capacity as administrator of the issuing entity and pursuant to the Administration Agreement (as defined in the Glossary), will perform certain of the issuing entity’s duties and obligations under the Transaction Documents.

The transfer of the exchange note by the depositor to the issuing entity will be treated as a financing rather than as a sale for accounting purposes. The depositor will represent and warrant that the indenture trustee, acting on behalf of the noteholders, will have a first priority perfected security interest in the exchange note and the other trust property by reason of the Indenture (as defined in the Glossary) and the filing of a UCC-1 financing statement by the issuing entity in the State of Delaware which will give notice of the security interest in favor of the indenture trustee. The issuing entity will be required to maintain such perfected security interest.

The issuing entity may not, without the prior written consent of the owner trustee, (a) institute any proceedings to be adjudicated as bankrupt or insolvent, (b) consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to it, (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the issuing entity or a substantial part of its property, (e) make any assignment for the benefit of the issuing entity’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing (any of the foregoing, a bankruptcy action). In considering whether to give or withhold written consent to any of these actions by the issuing entity, the owner trustee, with the consent of the Certificateholder (as defined in the Glossary), shall consider the interest of the noteholders in addition to the interests of the issuing entity and whether the issuing entity is insolvent. The owner trustee shall have no duty to give written consent to any of these actions by the issuing entity if the owner trustee shall not have been furnished a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the issuing entity is then insolvent.

The owner trustee (as such and in its individual capacity) shall not be personally liable to any person on account of the owner trustee’s good faith reliance on the provisions of the Issuing Entity’s Trust Agreement regarding a bankruptcy action or in connection with the owner trustee’s giving prior written consent to a bankruptcy action by the issuing entity in accordance with the Issuing Entity’s Trust Agreement, or withholding such consent, in good faith, and neither the issuing entity nor any Certificateholder shall have any claim for breach of fiduciary duty or otherwise against the owner trustee (as such and in its individual capacity) for giving or withholding its consent to any such bankruptcy action. No Certificateholder has the power to commence any bankruptcy actions on behalf of the issuing entity or to direct the owner trustee to take any such actions on the part of the issuing entity. To the extent permitted by applicable law, the consent of the collateral agent must be obtained prior to taking any bankruptcy action by the issuing entity.

Furthermore, the issuing entity has structured this transaction so that the bankruptcy of the depositor or the sponsor is not expected to result in the consolidation of the issuing entity’s assets and liabilities with those of the depositor or the sponsor. The issuing entity has received a legal opinion, subject to various facts, assumptions and qualifications, opining that if the depositor or the sponsor were adjudged bankrupt, it would not be a proper exercise of a court’s equitable discretion to disregard the separate corporate existence of the issuing entity and to require the consolidation of the issuing entity’s assets and liabilities with those of the depositor or the sponsor, as appropriate. However, there can be no assurance that a court would not conclude that the assets and liabilities of the issuing entity should be consolidated with those of the depositor or sponsor, as appropriate.

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Capitalization of the Issuing Entity

The following table illustrates the expected assets of the issuing entity as of the closing date:

The following table illustrates the expected capitalization of the issuing entity as of the closing date:

The issuing entity’s fiscal year ends on December 31.

Titling Trust

ACAR Leasing Ltd., the titling trust, is a Delaware statutory trust formed under a trust agreement. The titling trust’s principal offices are in Wilmington, Delaware, in care of Wilmington Trust Company, as owner trustee of the titling trust. The titling trust is a wholly-owned subsidiary of APGO Trust, a Delaware statutory trust that is a wholly-owned subsidiary of GM Financial.

The titling trust purchases Lease Assets from dealers. Each leased vehicle in the designated pool will be titled in the name of the titling trust and the collateral agent will be named as secured party on the certificate of title.

[The titling trust has previously issued [five] exchange notes, [one] that serves as collateral under a revolving warehouse facility, [two] that serve as collateral under private placement transactions and [two] that serve as collateral under an outstanding term securitization. No event of default or early amortization event has occurred under any of these prior transactions. Each such exchange note is backed by a distinct designated pool of Lease Assets and each exchange note is payable solely from collections on the Lease Assets included in its related designated pool. No Lease Asset can be allocated to multiple designated pools and the performance of one designated pool will not impact the performance of any other designated pool.]

See “The Titling Trust” in the accompanying prospectus for a description of the duties and responsibilities of the titling trust.

The Owner Trustee

Wilmington Trust Company, the owner trustee of the issuing entity, the owner trustee, is a Delaware trust company incorporated in 1903. On July 1, 2011, Wilmington Trust Company filed an amended charter which changed its status from a Delaware banking corporation to a Delaware trust company. The owner trustee’s principal place of business is located at 1100 North Market Street, Wilmington, Delaware 19890. Since 1998, Wilmington Trust Company has served as owner trustee in numerous asset-backed securities transactions involving lease assets.

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On May 16, 2011, after receiving all required shareholder and regulatory approvals, Wilmington Trust Corporation, the parent of Wilmington Trust Company, through a merger, became a wholly-owned subsidiary of M&T Bank Corporation, or M&T, a New York corporation.

Other than the information provided by Wilmington Trust Company in the three immediately preceding paragraphs, Wilmington Trust Company has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus supplement.

Pursuant to the Issuing Entity’s Trust Agreement, the owner trustee will perform limited administrative functions of the issuing entity including the execution and delivery of the Transaction Documents and any related certificate or other document to which the issuing entity is a party. The owner trustee will also direct the indenture trustee to authenticate and deliver the notes and will be authorized but not obligated to take all other actions required of the issuing entity pursuant to the Transaction Documents.

The depositor will indemnify the owner trustee and its officers, directors, successors, assigns, agents and servants against any and all loss, liability or expense incurred by the owner trustee in connection with the performance of its duties under the Transaction Documents, except that the depositor shall not be liable for or required to indemnify the owner trustee from any loss, liability or expense that results from the owner trustee’s willful misconduct, bad faith or negligence. The owner trustee is obligated to perform only those duties that are specifically assigned to it in the Issuing Entity’s Trust Agreement. The owner trustee will not be liable for any action taken at the direction of the servicer or the Certificateholder. The owner trustee will not be required to expend its own funds or incur any financial liability in respect of any of its actions as owner trustee if the owner trustee has reasonable grounds to believe that reimbursement to it of such funds or for such liabilities is not reasonably assured. The owner trustee is not liable for any error of judgment made by it in good faith. See “Description of the Transaction Documents—Replacement of Owner Trustee and Indenture Trustee—Replacement of Owner Trustee” below, in this prospectus supplement for information regarding the owner trustee’s resignation, removal and replacement.

The Indenture Trustee, the Administrative Agent and the Collateral Agent

Wells Fargo Bank, National Association, or Wells Fargo, will be the indenture trustee (in such capacity, the indenture trustee) under the Indenture, the administrative agent (in such capacity, the administrative agent) under the Exchange Note Supplement (as defined in the Glossary) to the Credit and Security Agreement (as defined in the Glossary) and the collateral agent (in such capacity, the collateral agent) under the Exchange Note Supplement. Wells Fargo is a national banking association and a wholly-owned subsidiary of Wells Fargo & Company. Its corporate trust office is located at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attn: Asset Backed Securities Department. A diversified financial services company, Wells Fargo & Company provides banking, insurance, trust, mortgage and consumer finance services throughout the United States and internationally. Wells Fargo provides retail and commercial banking services and corporate trust, custody, securities lending, securities transfer, cash management, investment management and other financial and fiduciary services. Wells Fargo has provided corporate trust services since 1934. The servicer, the depositor and their respective affiliates may maintain normal commercial banking relationships with Wells Fargo and its affiliates. The fees and expenses of the indenture trustee and collateral agent will be paid by the servicer under the Servicing Agreement.

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Other than the information provided by Wells Fargo in the preceding paragraphs, Wells Fargo has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus supplement.

The issuing entity will cause the servicer to indemnify the indenture trustee, the collateral agent and their respective officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by each of them in connection with the acceptance or the administration of the issuing entity and the performance of its duties under the Transaction Documents. Neither the issuing entity nor the depositor will be required to indemnify against any loss, liability or expense incurred by the indenture trustee or collateral agent through the indenture trustee’s or the collateral agent’s own willful misfeasance, negligence or bad faith. The indenture trustee is obligated to perform only those duties that are specifically assigned to it in the Indenture and the Servicing Agreement. The indenture trustee may conclusively rely on certificates and opinions furnished to it in accordance with the Indenture. The Indenture does not require the indenture trustee to expend or risk its own funds or otherwise incur financial liability if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. The indenture trustee is not liable for any error of judgment made by it in good faith. The indenture trustee will not be liable with respect to any action it takes or omits to take pursuant to directions from the noteholders in accordance with the Indenture. See “Description of the Notes” below in this prospectus supplement for more information regarding the indenture trustee’s duties under the Indenture and the collateral agent’s duties under the Servicing Agreement and see “ Description of the Transaction Documents—Replacement of Owner Trustee and Indenture Trustee—Replacement of Indenture Trustee “ below, in this prospectus supplement for information regarding the indenture trustee’s resignation, removal and replacement.

[The Hedge Counterparty]

[Information in this section will be provided by each individual hedge counterparty on a deal by deal basis]

[Include:

[See “ Description of the Transaction Documents—The Hedge Agreement” below, in this prospectus supplement for a description of the hedge agreement.]

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GM Financial’s Automobile Leasing Program

Through its regional credit centers and dealer relationship managers, GM Financial offers a full spectrum lease financing product for new GM Vehicles. GM Financial has active dealer agreements with the vast majority of GM dealerships. The dealers originate leases which conform to GM Financial’s credit policies, and GM Financial then purchases the leases and the associated leased vehicles, generally without recourse to the dealers. GM Financial services the leases that GM Financial originates and purchases.

GM Financial’s full spectrum lease financing product is designed to serve consumers leasing new GM vehicles.

GM Financial’s origination platform provides specialized focus on marketing of financing programs and underwriting leases. Responsibilities are segregated so that the sales group markets the lease programs and products to dealer customers, while the underwriting group focuses on underwriting, negotiating and closing the leases. GM Financial operates regional credit centers throughout the United States. The underwriters are based in the credit centers while the dealer relationship managers are aligned with the credit centers and work remotely in their service area.

See “GM Financial’s Lease Financing Program” in the accompanying prospectus for a description of the GM Financial’s origination and servicing practices with respect to the designated pool of Lease Assets.

GM Financial’s General Securitization Experience

Under the AmeriCredit Automobile Receivables Trust, or AMCAR, program, which primarily includes sub-prime automobile loans, GM Financial has previously sponsored              securitizations since 1994,              of which had senior-subordinate structures and              of which were credit enhanced by a policy issued by a monoline insurance company.

GM Financial has completed three transactions under the AmeriCredit Prime Automobile Receivables Trust, or APART, program, which primarily includes prime and near-prime automobile loan contracts. Two of these APART securitizations had a senior-subordinate structure and one was credit enhanced by a policy issued by MBIA Insurance Corporation.

Each of the previous AMCAR and APART securitizations had similar legal structures. In each of those securitizations, GM Financial, or an originating affiliate, either purchased automobile loan contracts from automobile dealers and other third-party lenders or originated the automobile loan contracts directly with consumers and then sold those automobile loan contracts to a wholly-owned subsidiary that served as depositor for the related transaction. The depositor then resold the automobile loan contracts to a newly-created owner trust that issued asset-backed securities that were backed by the automobile loan contracts. GM Financial served and, with respect to the outstanding transactions, continues to serve as servicer on each transaction.

[Section to be updated, as applicable.]

GM Financial’s Lease Securitization Program

Under the GM Financial Automobile Leasing Trust, or GMALT, program, which primarily includes prime leases and leased vehicles, GM Financial has previously sponsored              securitizations since 2015.

Each of GM Financial’s previous securitizations had a similar legal structure to the current transaction. In each of those securitizations, the titling trust purchased Lease Assets from automobile dealers. The titling trust issued an exchange note backed by a designated pool of Lease Assets to GM

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Financial and GM Financial sold the exchange note to the depositor. The depositor then sold the exchange note to a newly-created owner trust that issued asset-backed securities that were backed by the related exchange note. GM Financial served and, with respect to the outstanding transactions, continues to serve as servicer on each transaction.

[Section to be updated, as applicable.]

GM Financial’s Vintage Originations and Static Pool Information

Information about Lease Assets originated by GM Financial is contained in Annex A to this prospectus supplement. The characteristics of the Lease Assets described in Annex A may vary from the characteristics of the Lease Assets included in the designated pool. For additional details regarding the designated pool, please refer to “Designated Pool—Composition of the Designated Pool” in this prospectus supplement. These differences may make it unlikely that the designated pool described in this prospectus supplement will perform the same way that any Lease Assets described in Annex A have performed. There can be no assurance that the performance of Lease Assets in prior periods as described in Annex A will correspond to or be an accurate predictor of the Lease Assets included in the designated pool.

Static pool information about the designated pools of Lease Assets previously securitized by GM Financial is contained in Annex A to this prospectus supplement. The static pool information in Annex A consists of prepayment, delinquency, termination and loss data and summary information about the original characteristics of the designated pool of Lease Assets previously securitized by GM Financial. No assurance can be made that the prepayment, delinquency, termination or loss experience of a particular designated pool of Lease Assets will be similar to the information shown in Annex A for the previously securitized designated pool of Lease Assets. [In accordance with Item 1105(a)(3)(ii) of Regulation AB, the information provided in this section will be of a date no later than 135 days from the date of the first use of the related prospectus.]

Trust Property

The issuing entity’s assets will principally include:

Under the Indenture, the issuing entity will grant a security interest in the trust property to the indenture trustee for the benefit of the noteholders [and, if the hedge agreement is a swap agreement, for the benefit of the hedge counterpart in support of the obligations owed to the hedge counterparty]. Any proceeds of the trust property will be distributed according to the Indenture.

Depositor Review of Receivables

In connection with the offering of the notes, the depositor has performed a review of the Lease Assets in the designated pool to determine the accuracy of the disclosures described within this prospectus supplement and the accompanying prospectus and provide reasonable assurance that the disclosure regarding the Lease Assets is accurate in all material respects under Item 1111 of Regulation AB (the “Rule 193 Information”). The depositor has described the components of the review below and considers the review to provide the depositor with reasonable assurance that the Rule 193 Information is accurate in all material respects.

As part of the review, senior management and internal counsel at GM Financial reviewed and confirmed that the disclosure in this prospectus supplement and accompanying prospectus regarding origination and reporting systems and processes, underwriting guidelines, and eligibility and characteristics of

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the designated pool are accurate in all material respects. Additionally, GM Financial’s senior management and internal counsel, as well as external counsel, reviewed and confirmed that the descriptions regarding legal and regulatory considerations, along with representations and warranties, are accurate in all material respects.

For each securitization trust, the depositor selects lease contracts for inclusion based on set eligibility criteria described in this prospectus supplement. The characteristics of the selected Lease Assets are captured and maintained in a “data tape.” This data tape is created from internal origination and servicing systems as well as databases housing additional origination and consumer details. In addition to confirming that the Lease Assets in the designated pool meet the eligibility criteria outlined in this prospectus supplement, the depositor has recalculated and reviewed the composition and stratification tables found in this supplement under “Designated Pool” from the data tape and verified the data to be consistent with the related information in this prospectus supplement. This recalculation and comparison found no material discrepancies.

To test the accuracy of certain characteristics of the data tape, the depositor has randomly selected approximately 200 lease contracts from the designated pool and compared characteristics to the corresponding contract (or other paperwork completed by the lessee with the contract package) or the origination or servicing systems. The review compares characteristics of the selected sample lease contracts such as vehicle model and year, original and remaining term, monthly base rent payment, residual values, maturity date, FICO score, and various other criteria. The depositor found no material discrepancies from the more than 3,500 data points reviewed and compared.

This review is further supported by internal reviews performed by GM Financial during day-to-day procedures. Several departments within GM Financial perform initial and on-going reviews of the origination and servicing processes. The Internal Audit department performs independent reviews on a regular basis of various internal processes, procedures, systems and controls throughout the organization. The Risk Management department monitors overall credit quality, tracks delinquency and loss trends for the entire portfolio as well as developing, updating and monitoring custom scorecards. The Credit Review department conducts testing of a random sampling of newly originated lease contracts to measure adherence with current underwriting guidelines. In addition, the Funding department ensures all information is complete and accurate on the lease document package, confirms the lease document package meets consumer regulatory compliance, and verifies application details such as employment, residence and references (each as applicable). If all necessary information is received and complete the lease contract will be booked onto the system and funds will be distributed to the dealer.

In addition to internally conducted reviews, the depositor engaged a third party to assist in certain components of the review. The depositor determined the nature, extent and timing of the review and level of assistance provided by the third party. The depositor assumes the responsibility for the review and the findings and conclusions of the review and attributes all findings and conclusions to itself.

After conclusion of the review, the depositor has determined that it has reasonable assurance that the Rule 193 Information contained in this prospectus supplement and the accompanying prospectus is accurate in all material respects.

Designated Pool

Criteria for Selecting the Designated Pool

The Lease Assets in the designated pool were selected by GM Financial from the Lease Assets owned by the titling trust that meet the following selection criteria, as of the cutoff date:

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GM Financial’s portfolio of leases changes over time as a result of changes in GM Financial’s underwriting guidelines for lease agreements and GM Financial-sponsored marketing programs.

Representations about the Designated Pool and Obligation to Remove Ineligible Lease Assets Upon Breach

GM Financial, as servicer, will make representations about the Lease Assets in the designated pool on which the depositor and the issuing entity will rely in acquiring the exchange note. Generally, these representations relate to legal standards for origination of the Lease Assets and the terms of the leases. GM Financial will also represent that the Lease Assets in the designated pool satisfy the selection criteria, including those described under “Designated Pool—Criteria for Selecting the Designated Pool” in this prospectus supplement.

In addition, GM Financial will represent that: