SEC – ‘UPLOAD’ from 1/13/22 re: GMF Leasing LLC, et al. – ‘TEXT-EXTRACT’

On:  Thursday, 1/13/22, at 1:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-22-461

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     29K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    10K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

January 13, 2022  

Sheli Fitzgerald                                                  
Chief Executive Officer and President                             
GMF Leasing LLC                                                   
801 Cherry Street, Suite 3500                                     
Fort Worth, Texas 76102                                           

                                                   Re: GMF Leasing LLC
                                                         ACAR Leasing Ltd.
                                                    Registration
Statement on Form SF-3                                                          
                                                          Filed December 21,
2021                                                                            
                                                 File Nos.
333-261801 and 333-261801-01                                                    

Dear Ms. Fitzgerald:                                              

        We have limited our review of your registration statement to
those issues we have                                                            
   addressed in our comments. In some of our comments, we may ask you to
provide us with                                                                 
information so we may better understand your disclosure.          

       Please respond to this letter by amending your registration
statement and providing the                                                     
     requested information. If you do not believe our comments apply to your
facts and                                                                       
      circumstances or do not believe an amendment is appropriate, please tell
us why in your                                                                  
response.                                                         

            After reviewing any amendment to your registration statement and
the information you                                                             
     provide in response to these comments, we may have additional comments.

Registration Statement on Form SF-3                               

Form of Prospectus                                                
Risk Factors, page 26                                             

 1.                                                   To the extent that you
believe investors in these asset-backed securities may be impacted              
                                                  by climate related
events, including, but not limited to, existing or pending legislation or       
                                                       regulation that relates
to climate change, please consider revising your disclosure to                  
                                                     describe these risks.
See the Commission's Guidance Regarding Disclosure Related to                   
                                               Climate Change,
Interpretive Release No. 33-9106 (February 8, 2010).                            
Sheli Fitzgerald                                                              
FirstName   LastNameSheli Fitzgerald                                            
GMF Leasing    LLC                                                              
Comapany                                                                        
January  13,NameGMF                                                             
2022     Leasing LLC                                  
January                                                                         
Page  2 13, 2022 Page 2                                                         
FirstName LastName                                                              
Description of the Notes                                                        
Determination of SOFR, page 108                                                 

2.       Your bracketed disclosure describing the determination of SOFR         
indicates that the                                                              
   benchmark rate for the floating rate notes will be either "30-day
average SOFR" or "SOFR                                                          
    in arrears." However, references to SOFR elsewhere in your form of
prospectus and in                                                               
       your exhibits refer only to "30-day average SOFR." Please revise your
form of prospectus                                                              
as appropriate to resolve this discrepancy.                   
Credit Risk Retention, page 163                                                 

3.       Your disclosure refers to the credit risk retention requirements in    
"Regulation RR of the                                                           
      Securities Act." Please revise your disclosure here and elsewhere in
your form of                                                                    
  prospectus to reflect that Regulation RR was adopted pursuant to
section 15G of the                                                              
Exchange Act.                                                 
4.       Please update the table of contents in your form of prospectus to      
include the "Credit Risk                                                        
Retention" section of your form of prospectus.                
     We remind you that the company and its management are responsible for
the accuracy                                                                    
and adequacy of their disclosures, notwithstanding any review, comments, action 
or absence of                                                                   
action by the staff.                                                            

    Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate                                                                  
time for us to review any amendment prior to the requested effective date of    
the registration                                                                
statement.                                                                      

You may contact Benjamin Meeks at 202-551-7146 or Arthur Sandel at
202-551-3262 if                                                                 
you have any questions.                                                         

                                                      Sincerely,

                                                       Division of
Corporation Finance                                                             
                                                     Office of
Structured Finance                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		1/13/22		UPLOAD
		12/21/21		CORRESP,  SF-3,  UPLOAD
		2/8/10		UPLOAD
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