Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-261801

$1,300,350,000 Asset-Backed Notes

GM Financial Automobile Leasing Trust 2024-2

Issuing Entity (CIK No. 0002016902)

GMF Leasing LLC

Depositor (CIK No. 0001631055)

 

Sponsor and Servicer (CIK No. 0001002761)

 

We suggest that you read the section entitled “Risk Factors” on page 22 of this prospectus and consider the factors in that section before making a decision to invest in the notes.   The notes are automobile lease asset-backed securities which represent obligations of the issuing entity only and are not interests in or obligations of in any other person or entity.   Neither the notes, the exchange note nor the automobile leases will be insured by any governmental agency or instrumentatlity.   You should retain this prospectus for future reference.		The issuing entity will issue - •   six classes of notes that are offered by this prospectus; and •   two classes of subordinated notes that are not offered by this prospectus. These classes of subordinated notes will initially be retained by the depositor or an affiliate of the depositor.   The notes -   •   are backed by an exchange note, which will be backed by a designated pool of automobile, light duty truck and utility vehicle leases and the corresponding leased vehicles (each, a lease asset and collectively, lease assets), purchased by the titling trust from dealers;   •   receive monthly distributions on the twentieth (20th) day of each month, or, if not a business day, then on the next business day, beginning on June 20, 2024; and   •   currently have no trading market.   Credit enhancement for the notes offered by this prospectus will consist of -   •   excess cashflow collected on the pool of lease assets in the designated pool;   •   overcollateralization resulting from the excess of the aggregate securitization value of the lease assets in the designated pool over the aggregate principal amount of the notes;   •   the subordination of each class of notes to those classes senior to it; and   •   a reserve account that can be used to cover payments of timely interest, parity payments and ultimate principal on the notes.

 

		Principal Amount				Interest    Rate		Final Scheduled  Payment Date				Price   to Public(1)				Underwriting  Discounts				Proceeds  to Seller(2)
Class A-1 Notes		$	188,680,000			5.531%			May 20, 2025				100.00000%				0.100%				99.90000%
Class A-2-A Notes		$	294,480,000			5.43%			September 21, 2026				99.99527%				0.200%				99.79527%
Class A-2-B Notes		$	220,000,000			30-day average SOFR + 0.42%(3)(4)			September 21, 2026				100.00000%				0.200%				99.80000%
Class A-3 Notes		$	465,470,000			5.39%			July 20, 2027				99.99419%				0.250%				99.74419%
Class A-4 Notes		$	65,500,000			5.36%			May 22, 2028				99.98945%				0.350%				99.63945%
Class B Notes		$	66,220,000			5.56%			May 22, 2028				99.98133%				0.400%				99.58133%
		$	1,300,350,000									$	1,300,289,754			$	2,875,445			$	1,297,414,309

 

(1)

Plus accrued interest, if any, from the closing date.

(2)

Before deducting expenses, estimated to be $850,000.

(3)

The Class A-2-B Notes will accrue interest at a floating rate initially based on 30-day average SOFR. For more information on how 30-day average SOFR is determined, see “Description of the Notes—Determination of SOFR”.

(4)

If the sum of 30-day average SOFR + 0.42% is less than 0.00% for any interest period, then the interest rate for the Class A-2-B Notes for such interest period will be deemed to be 0.00%.

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

 

Joint Bookrunners
BMO Capital Markets		BofA Securities		Deutsche Bank Securities		Goldman Sachs & Co. LLC		RBC Capital Markets
Co-Managers for the Class A Notes
BNP PARIBAS		CIBC Capital Markets				MUFG		Scotiabank

Prospectus dated May 7, 2024.

This document is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

 

 

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

TABLE OF CONTENTS

 

Important Notice about the Information Presented in this Prospectus

 

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You should rely only on information provided or referenced in this prospectus. We have not authorized anyone to provide you with different information.

 

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We include cross-references in this prospectus to captions in these materials where you can find further related discussions. The table of contents on the previous page provides the pages on which these captions are located.

Where You Can Find More Information

The depositor, GMF Leasing LLC, as registrant, filed with the Securities and Exchange Commission, or the Commission, or the SEC, under the Commission file number 333-261801, a registration statement under the Securities Act of 1933, as amended, or the Securities Act, with respect to the notes offered pursuant to this prospectus. This prospectus, which forms a part of the registration statement, omits 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, as amended, or the Exchange Act, the issuing entity will file, or the servicer or the depositor will file for the issuing entity, annual reports on Form 10-K and distribution reports on Form 10-D, monthly asset-level data files and related documents on Form ABS-EE, any current reports on Form 8-K, and amendments to those reports with the Commission under the file number 333-261801-08. A copy of any reports may be obtained by any noteholder by request to the servicer.

The depositor engaged a third party to assist in certain components of the review of the lease assets that is described under “Depositor Review of Lease Assets.” The report produced by that third party is a “third-party due diligence report” pursuant to Rule 15Ga-2 of the Exchange Act and the findings and conclusions of that report were therefore furnished with the Commission on a Form ABS-15G on April 26, 2024 under file number 025-02258.

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

The Commission maintains a website containing reports, proxy materials, information statements and other information regarding issuers that file electronically with the Commission. The address is http://www.sec.gov.

You may request a free copy of any of the filings incorporated by reference into this prospectus by writing or calling: GM Financial, 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102; telephone (817) 302-7000. You may obtain more information about GM Financial at https://www.gmfinancial.com. The information about GM Financial’s website in the immediately preceding sentence and its content is not incorporated by reference into this prospectus.

 

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Notice to Investors: United Kingdom

PROHIBITION ON SALES TO U.K. RETAIL INVESTORS

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, ANY U.K. RETAIL INVESTOR IN THE UNITED KINGDOM (“U.K.”). FOR THESE PURPOSES, THE EXPRESSION “U.K. RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING: (1) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF COMMISSION DELEGATED REGULATION (EU) 2017/565, AS IT FORMS PART OF U.K. DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED, THE “EUWA”), AND AS AMENDED; OR (2) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, THE “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA (SUCH RULES AND REGULATIONS, AS AMENDED) TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014, AS IT FORMS PART OF U.K. DOMESTIC LAW BY VIRTUE OF THE EUWA AND AS AMENDED; OR (3) NOT A QUALIFIED INVESTOR (“U.K. QUALIFIED INVESTOR”) AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129, AS IT FORMS PART OF U.K. DOMESTIC LAW BY VIRTUE OF THE EUWA (AND AS AMENDED, THE “U.K. PROSPECTUS REGULATION”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS IT FORMS PART OF U.K. DOMESTIC LAW BY VIRTUE OF THE EUWA (AND AS AMENDED, THE “U.K. PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO U.K. RETAIL INVESTORS IN THE U.K. HAS BEEN PREPARED; AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY U.K. RETAIL INVESTOR IN THE U.K. MAY BE UNLAWFUL UNDER THE U.K. PRIIPS REGULATION.

OTHER U.K. OFFERING RESTRICTIONS

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE U.K. PROSPECTUS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF NOTES IN THE U.K. WILL BE MADE ONLY TO A U.K. QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE U.K. OF THE NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO WITH RESPECT TO U.K. QUALIFIED INVESTORS. NEITHER THE ISSUING ENTITY, NOR THE DEPOSITOR, NOR ANY OF THE UNDERWRITERS HAVE AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN THE U.K. OTHER THAN TO U.K. QUALIFIED INVESTORS.

OTHER U.K. REGULATORY RESTRICTIONS

WITHIN THE U.K., THIS PROSPECTUS MAY ONLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED TO PERSONS (I) AUTHORIZED TO CARRY ON A REGULATED ACTIVITY UNDER THE FSMA, (II) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE “FPO”), (III) WHO FALL WITHIN ARTICLE 49(2) OF THE FPO, OR (IV) WHO ARE PERSONS TO WHOM THIS PROSPECTUS MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (TOGETHER, “RELEVANT PERSONS”). IN THE U.K., THIS PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. IN THE U.K., ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS

 

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PROSPECTUS RELATES, INCLUDING THE NOTES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE COMMUNICATION OF THIS PROSPECTUS TO ANY PERSON IN THE U.K. OTHER THAN A RELEVANT PERSON IS UNAUTHORIZED AND MAY CONTRAVENE FSMA.

POTENTIAL INVESTORS IN THE U.K. ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE U.K. REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE NOTES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE U.K. FINANCIAL SERVICES COMPENSATION SCHEME.

Notice to Investors: European Economic Area

PROHIBITION ON SALES TO E.U. RETAIL INVESTORS

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, ANY E.U. RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (THE “EEA”). FOR THESE PURPOSES, THE EXPRESSION “E.U. RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING: (1) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); (2) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (3) NOT A QUALIFIED INVESTOR (“E.U. QUALIFIED INVESTOR”) AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129 (AS AMENDED, THE “E.U. PROSPECTUS REGULATION”).

CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “E.U. PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO E.U. RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED; AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY E.U. RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE E.U. PRIIPS REGULATION.

OTHER EEA OFFERING RESTRICTIONS

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE E.U. PROSPECTUS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF NOTES IN THE EEA WILL BE MADE ONLY TO E.U. QUALIFIED INVESTORS. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE EEA OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO WITH RESPECT TO E.U. QUALIFIED INVESTORS. NEITHER THE ISSUING ENTITY, NOR THE DEPOSITOR, NOR ANY OF THE UNDERWRITERS HAVE AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN THE EEA OTHER THAN TO E.U. QUALIFIED INVESTORS.

Forward-Looking Statements

Any projections, expectations and estimates in this prospectus are not historical in nature but are forward-looking statements based on information and assumptions the sponsor and the depositor consider reasonable. Forward-looking statements are about circumstances and events that have not yet taken place, so they are uncertain and may vary materially from actual events. Neither the sponsor nor the depositor is obligated to update or revise any forward-looking statements, including changes in economic conditions, portfolio or asset pool performance or other circumstances or developments, after the date of this prospectus.

 

3

Summary of Risk Factors

The following is only a limited summary of the risks related to this transaction. You should carefully read and consider the risk factors set forth under “Risk Factors,” as well as all other information contained in this prospectus.

 

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A variety of factors can affect the rate at which your notes amortize, including the rate at which lessees prepay their automobile leases, reallocation of lease assets by the sponsor or the depositor for breaches of representations or warranties, acceleration of the notes upon the occurrence of an event of default or exercise by the sponsor of its right to redeem the notes, which could cause repayment of principal on the notes at a different rate than you expect.

 

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There are only limited assets supporting the notes. If there are losses on the notes, the subordinate classes of notes are more sensitive to losses than more senior classes of notes. Noteholders will not have recourse against the sponsor or any other party for losses on the notes.

 

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A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes, may adversely affect the market value of your notes and/or limit your ability to resell your notes.

 

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There may not be a secondary market for the notes and you may not be able to sell your notes even though you may want to sell.

 

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SOFR is a relatively new reference rate which could have an adverse impact on the Floating Rate Notes.

 

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Even though the Class A-2-B Notes are floating-rate notes, the issuing entity will not enter into any interest rate hedges to mitigate the interest rate risk. An increase in SOFR (or any alternative benchmark rate adopted by the sponsor) will increase the amount due as interest payments on the Floating Rate Notes without any corresponding increase in the payments due on the leases which may cause you to experience delays or reductions in the payments on your notes.

 

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There are risks associated with the characteristics and performance of the lease assets. Adverse events in geographic areas where there are a high concentration of lease assets may increase the losses and delinquencies on lease assets in those areas, which may cause losses on the notes.

 

•

Losses and delinquencies on the lease assets in the designated pool may differ from the sponsor’s historical loss and delinquency levels.

 

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An insolvency of the sponsor, the depositor or the issuing entity may cause payments on the notes to be reduced or delayed.

 

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The sponsor, in its capacity as servicer, will commingle collections with the sponsor’s general corporate funds. If a bankruptcy proceeding is commenced with respect to the servicer, the collateral agent may not have a perfected security interest in those collections and they may be unavailable to noteholders.

 

•

High unemployment, lack of available credit and other significant global or regional events, that impact consumer confidence and disposable income, including a financial crisis, economic downturn or recession, a public health crisis, epidemic or pandemic, a natural disaster or a

 

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geopolitical conflict, war or other military conflict, are likely to lead to increased delinquencies, defaults, repossessions and losses on the leases in the designated pool and could result in losses on the notes.

 

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Federal and state laws may prohibit, limit, or delay repossession and sale of the vehicles to recover losses on defaulted leases in the designated pool. As a result, you may experience delays in receiving payments and suffer losses on your notes.

 

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The sponsor is subject to a wide variety of laws and regulations, including supervision by the Consumer Financial Protection Bureau and climate change related legislation and regulation, and various legal and regulatory proceedings and governmental investigations in the ordinary course of the sponsor’s business. Any violations of law or unfair lending practices by the sponsor could result in enforcement actions, fines, and mandated process, procedure or product-related changes or consumer refunds. An adverse outcome in one or more proceedings or investigations could result in substantial damages, settlements, fines, penalties, diminished income or reputational harm.

 

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Overview of Transaction Structure and Parties

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

 

 

 

(1)

ACAR Leasing Ltd. (the titling trust), as borrower, AmeriCredit Financial Services, Inc. d/b/a GM Financial (GM Financial), as lender and servicer (in such capacity, the servicer), and Computershare Trust Company, N.A., as the administrative agent (in such capacity, the administrative agent) and collateral agent (in such capacity, the collateral agent), are parties to a credit and security agreement pursuant to which (a) GM Financial lends amounts to the titling trust to enable it to purchase lease assets, (b) the titling trust is obligated to repay GM Financial for those loans, and (c) the collateral agent holds a security interest in the lease assets and certain other property owned by the titling trust to secure the titling trust’s obligations under the credit and security agreement.

(2)	The titling trust, the servicer, APGO Trust and the collateral agent are parties to the base servicing agreement pursuant to which GM Financial agrees to service the lease assets owned by the titling trust.

(3)

Pursuant to an exchange note supplement to the credit and security agreement, at GM Financial’s request the titling trust will designate a subset of the lease assets that are collateral under the credit and security agreement to a designated pool and issue an exchange note to GM Financial. The exchange note represents an obligation of the titling trust to make principal, interest and other payments to the holder of the exchange note from amounts generated on the designated pool and is secured by a security interest granted to the collateral agent in the lease assets comprising the designated pool.

(4)	Pursuant to a servicing supplement to the base servicing agreement, the servicer will agree to perform certain specific servicing duties with respect to the lease assets that are part of the designated pool.

(5)	GM Financial and GMF Leasing LLC (the depositor) will enter into an exchange note sale agreement pursuant to which GM Financial will sell the exchange note to the depositor.

(6)	The depositor and GM Financial Automobile Leasing Trust 2024-2 (the issuing entity) will enter into an exchange note transfer agreement pursuant to which the depositor will sell the exchange note to the issuing entity.

(7)

The issuing entity and Computershare Trust Company, N.A., as indenture trustee (in such capacity, the indenture trustee), will enter into an indenture pursuant to which the issuing entity will (a) issue its Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes (collectively, the notes), and (b) grant a security interest to the indenture trustee in the exchange note and certain other property to secure the issuing entity’s obligations under the notes and the indenture.

(8)	As consideration for the exchange note sold to it by the depositor, the issuing entity will deliver the notes to the depositor.

(9)	The depositor will sell the publicly offered notes to the underwriters pursuant to an underwriting agreement and the underwriters will sell the publicly offered notes to the initial investors.

(10)	As consideration for the exchange note sold to it by GM Financial, the depositor will deliver the proceeds from the sale of the publicly offered notes, net of certain transaction expenses, to GM Financial.

 

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Overview of Exchange Note Flow of Funds ⁽¹⁾

 

 

 

 

(1)

This chart provides only a simplified overview of the priority of the monthly distributions. The order in which funds will flow each month as indicated above is applicable for so long as no event of default has occurred. For more detailed information on this flow of funds, or for information regarding the flow of funds upon the occurrence of an event of default, please refer to “Description of the Transaction Documents—Distributions.”

 

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Overview of Notes Flow of Funds ⁽¹⁾

 

 

 

 

(1)

This chart provides only a simplified overview of the priority of the monthly distributions. The order in which funds will flow each month as indicated above is applicable for so long as no event of default has occurred. For more detailed information on this flow of funds, or for information regarding the flow of funds upon the occurrence of an event of default, please refer to “Description of the Transaction Documents—Distributions.”

 

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Summary of Prospectus

 

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This summary highlights selected information from this prospectus and does not contain all of the information that you need to consider in making your investment decision. To understand all of the terms of the offering of the notes, carefully read this entire prospectus.

 

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This summary provides an overview of certain calculations, cashflows and other information to aid your understanding and is qualified by the full description of these calculations, cashflows and other information in this prospectus.

 

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There are material risks associated with an investment in the notes. You should read the section entitled “Risk Factors” beginning on page 22 of this prospectus and consider the risk factors described in that section before making a decision to invest in the notes.

 

 

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Risk Factors

You should consider the following factors in connection with the purchase of the notes:

 

Risks Related to the Characteristics of the Notes
We cannot predict the rate at which the notes will amortize.		Your notes may amortize more quickly than expected for a variety of reasons. First, lessees can make prepayments on the leases at any time. The rate of prepayments on the leases may be influenced by a variety of factors, including changes in economic and social conditions or various manufacturer incentive programs. Any risk resulting from faster or slower prepayments of the leases will be borne solely by the noteholders.
		Second, under certain circumstances, the servicer is obligated to reallocate lease assets from the issuing entity as a result of breaches of representations, warranties and/or covenants. As a result of such a reallocation, the outstanding securitization value of an affected lease would be paid by the servicer, the related lease assets would be redesignated from the designated pool and the amount paid by the servicer would be available to make payments on the exchange note and, in turn, on your notes.
		Third, the notes contain an overcollateralization feature that could result in accelerated principal payments to noteholders, which would cause faster amortization of the notes than of the designated pool.
		Finally, the servicer has the right to purchase the exchange note on or after the first payment date on which the aggregate principal amount of the notes is 10% or less of the aggregate principal amount of the notes on the closing date. If this right is exercised by the servicer, you may be paid principal of the notes earlier than you expected.
		In any of these cases, you may be repaid principal of the notes at a different rate than you expect and you may not be able to reinvest the principal repaid to you at a rate of return that is at least equal to the rate of return on your notes.
You may suffer a loss if the final maturity date of the notes is accelerated.		If a default occurs under the indenture and the maturity dates of the outstanding notes are accelerated, the indenture trustee may sell the exchange note, or it may direct the collateral agent to sell the lease assets in the designated pool and the proceeds from any such sales would be used to repay the notes in advance of their final scheduled payment dates. The proceeds from any such sales may be insufficient to pay the aggregate principal amount of the outstanding notes and accrued interest on those notes in full. If this occurs, you may suffer a loss due to such an acceleration.

 

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There may be a conflict of interest among classes of notes.		As described elsewhere in this prospectus, the holders of the most senior class of notes then outstanding will make certain decisions with regard to treatment of defaults by the servicer, acceleration of payments on the notes upon the occurrence of an event of default under the indenture and certain other matters. Because the holders of different classes of notes may have varying interests when it comes to these matters, you may find that courses of action determined by other noteholders do not reflect your interests but that you are nonetheless bound by the decisions of these other noteholders.
Because the Class B Notes, the Class C Notes and the Class D Notes are subordinated to the Class A Notes, payments on those classes are more sensitive to losses on the designated pool.		Certain notes are subordinated, which means that (i) principal paid on those classes as part of monthly distributions or, in the event of a default, upon acceleration of the notes, will be made only once payments of principal have been made in full to all classes of notes senior to those classes and (ii) interest paid on those classes as part of monthly distributions or, in the event of a default, upon acceleration of the notes, will be made only once payments of interest have been made in full to all classes of notes senior to those classes. The Class A Notes have the highest priority of payment, followed in descending order of priority of payment by the Class B Notes, the Class C Notes and the Class D Notes. Therefore, if there are insufficient amounts available to pay all classes of notes the amounts they are owed on any payment date or following acceleration of the notes, delays in payment or losses will be suffered by the most junior outstanding class or classes even as payment is made in full to more senior classes.
Principal may be paid on certain classes of notes before interest is paid on other classes.		If on any payment date the outstanding principal amount of the notes exceeds the principal balance of the designated pool, a payment of principal, to the extent available, will be made to the holders of the most senior outstanding class or classes of notes to eliminate that undercollateralization. Furthermore, if any class of notes has an outstanding principal amount on its final scheduled payment date, a payment of principal, to the extent available, will be made to the holders of that class of notes on that payment date to reduce their outstanding principal amount to zero. Certain of these principal payments will be made before interest payments are made on certain subordinated classes of notes on that payment date. As a result, there may not be enough cash available to pay the interest on certain subordinated classes of notes on that payment date.
A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes, may adversely affect the market value of your notes and/or limit your ability to resell your notes.		The sponsor has engaged two nationally recognized statistical rating organizations, or NRSROs, and will pay them a fee to assign ratings on the publicly offered notes and may also request ratings for some of the non-offered notes, if any.   The ratings on the notes are not recommendations to purchase, hold or sell the notes and do not address market value or investor suitability. The ratings reflect each engaged NRSRO’s assessment of the future performance of the

 

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		designated pool, the credit enhancement on the notes and the likelihood of repayment of the notes. There can be no assurance that the designated pool and/or the notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the designated pool, errors in analysis or otherwise. None of the depositor, the sponsor or any of their affiliates will have any obligation to replace or supplement any credit enhancement or to take any other action to maintain any ratings on the notes. If the ratings on your notes are reduced, withdrawn or qualified, it could adversely affect the market value of your notes and/or limit your ability to resell your notes.
		We note that a NRSRO may have a conflict of interest where, as is the industry standard and the case with the ratings of the notes, the sponsor, the depositor or the issuing entity pays the fees charged by the engaged NRSRO for their ratings services. The sponsor has not engaged any other NRSRO to assign ratings on the notes and is not aware that any other NRSRO has assigned ratings on the notes. However, under effective Commission rules, information provided by or on behalf of the sponsor to an engaged NRSRO for the purpose of assigning or monitoring the ratings on the notes is required to be made available to all NRSROs in order to make it possible for non-engaged NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus. NRSROs, including the engaged NRSROs, have different methodologies, criteria, models and requirements. If any non-engaged NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the engaged NRSROs, which may adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-engaged NRSROs any information provided to any engaged NRSRO for the purpose of assigning or monitoring the ratings on the notes, an engaged NRSRO could withdraw its ratings on the notes, which may adversely affect the market value of your notes and/or limit your ability to resell your notes.
		Potential investors in the notes are urged to make their own evaluation of the notes, including the future performance of the designated pool, the credit enhancement on the notes and the likelihood of repayment of the notes, and not to rely solely on the ratings on the notes.

 

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Retention of any of the notes by the depositor or an affiliate of the depositor could adversely affect the market value of your notes and/or limit your ability to resell your notes.		Some or all of one or more classes of the notes may be retained by the depositor or conveyed to an affiliate of the depositor. As a result, the market for such a retained class of notes may be less liquid than would otherwise be the case and, if any retained notes are subsequently sold in the secondary market, it could reduce demand for notes of that class already in the market, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. Additionally, if any retained notes are subsequently sold in the secondary market, the voting power of the noteholders of the outstanding notes may be diluted.
You may not be able to sell your notes, and may have to hold your notes to maturity even though you may want to sell.		A secondary market for your notes may not be available. If it is available, it may not provide you with sufficient liquidity of investment or continue for the life of your notes. The underwriters may establish a secondary market in the notes, although no underwriter will be obligated to do so. In addition, the underwriters and other brokers and dealers may also be unwilling or unable to publish quotations for the notes or otherwise facilitate trading of the notes due to regulatory developments or otherwise. The notes are not expected to be listed on any securities exchange or quoted in the automated quotation system of a registered securities association.
		No party to the securitization transaction described in this prospectus is required, or intends, to retain an economic interest in such transaction, or to take any other action with regard to such transaction, in a manner prescribed or contemplated by the risk retention or due diligence rules in the EEA or the U.K., and any retention pursuant to Regulation RR has not been structured with the objective of ensuring compliance by any noteholder or any other person with any applicable requirement of such rules. See “Legal Investment—E.U. and U.K. Securitization Requirements” for more information.
Noteholders have no recourse against the sponsor for losses.		The depositor, the issuing entities and the noteholders will have no recourse against the sponsor other than for (i) breaches of certain representations and warranties with respect to the lease assets, and (ii) certain breaches of the sponsor’s obligations as servicer under the transaction documents. The notes represent obligations solely of the issuing entity. The notes are not guaranteed, in whole or in part, by the sponsor, the servicer, the applicable indenture trustee or collateral agent or any other party. Consequently, if payments on the leases and amounts received with respect to the related leased vehicles, and to the extent available, any credit enhancement, are insufficient to pay the notes in full, you will have no rights to obtain payment from the sponsor.
The notes are asset-backed debt and the issuing entity has only limited assets.		The sole sources for repayment of the notes are payments on the trust property (which will principally consist of payments on the exchange note, payments on which are derived from

 

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		amounts received on the lease assets in the designated pool) and amounts (if any) on deposit in the cash accounts held by the collateral agent. You may suffer a loss if these amounts are insufficient to pay amounts due on the notes.
SOFR is a relatively new reference rate, which could have an adverse effect on the floating rate notes.		The Floating Rate Notes will accrue interest based on 30-day average SOFR. SOFR is published by the Federal Reserve Bank of New York, or the FRBNY, and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. The FRBNY notes on its publication page for SOFR that the use of SOFR is subject to important limitations and disclaimers, including that the FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice.
		Because SOFR is published by the FRBNY based on data received from other sources and depends on interrelated economic, financial and political considerations, we have no control over its determination, calculation or publication. We cannot assure you that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in the Floating Rate Notes. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or discontinuance may result in a reduction of the amount of interest payable on the Floating Rate Notes and the trading prices of the Floating Rate Notes.
		As an overnight rate, SOFR may be subject to increased volatility relative to other interest rate benchmarks. Additionally, if 30-day average SOFR is not published on any SOFR determination date (including as a result of SOFR having been discontinued), the Floating Rate Notes will instead bear interest at a rate based on 30-day average SOFR for the most recent SOFR determination date for which such rate was published on the FRBNY’s website under “30-day average SOFR.” This rate will remain in effect until (i) the next succeeding SOFR determination date on which 30-day average SOFR can be determined, if any, or (ii) the sponsor adopts an alternative benchmark rate that aligns with the current market practice for other similar asset-backed floating rate notes. As such, this rate may not reflect then-current market conditions, or the rate that would apply to investments where interest is set for a longer term. In addition, any alternative benchmark rate adopted by the sponsor as described above will be conclusive and binding absent manifest error and will be made in the sponsor’s sole discretion and will become effective without the consent of any other person (including any noteholder). The holders of notes will not have any right to approve or disapprove such election by the sponsor and will be deemed to have waived and released any and all claims against any transaction party relating to any such election by the sponsor. See

 

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		“Description of the Notes — Determination of SOFR” for more information on how 30-day average SOFR will be determined.
		Because SOFR is a relatively new rate, the Floating Rate Notes may not have an established trading market when issued, and an established trading market may never develop or may not be liquid. The secondary market for, and the market value of, the Floating Rate Notes will be affected by a number of factors, including the manner in which SOFR is determined, calculated and published, the development of SOFR-based market conventions, broad acceptance of SOFR in the capital markets, the anticipated and actual level and direction of interest rates, the variable rate of interest payable on the Floating Rate Notes, potential volatility of SOFR, the time remaining to the maturity of the Floating Rate Notes, the principal balance of the Floating Rate Notes and the availability of comparable instruments. Investors in the Floating Rate Notes may not be able to sell such notes at all or may not be able to sell such notes at prices that will provide them with a yield comparable to similar investments that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.
		The FRBNY began to publish SOFR in April 2018. Although the FRBNY has also published historical indicative SOFR going back to 2014, such prepublication historical data inherently involves assumptions, estimates and approximations. Investors in the Floating Rate Notes should therefore not rely on any historical changes or historical or recent trends in SOFR as an indicator of the future performance of SOFR during the term of the Floating Rate Notes. Historical interest rates are not necessarily indicative of future interest rates and actual interest rates may be lower than anticipated.
You may suffer a loss due to the floating interest rate on the Floating Rate Notes if the applicable benchmark rate rises because the issuing entity will not enter into interest rate hedges.		The designated pool of lease assets provides for level monthly payments and all classes of notes, except the Floating Rate Notes, will bear interest at a fixed rate. The Floating Rate Notes will bear interest at a floating rate initially based on 30-day average SOFR plus a spread. Even though the issuing entity will issue the Floating Rate Notes, it will not enter into any interest rate hedges or other derivatives contracts to mitigate this interest rate risk.
		The issuing entity will make payments on the Floating Rate Notes out of amounts received on the designated pool of lease assets and not solely from any subset of collections that are dedicated to the Floating Rate Notes. Therefore, an increase in 30-day average SOFR (or any alternative benchmark rate adopted by the sponsor) would increase the amount due as interest payments on the Floating Rate Notes without any corresponding increase in the amount of interest due on the designated pool of lease assets or any additional

 

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		source of funds that provide a source of payment for those increased interest payments.
		If the floating rate payable by the issuing entity on the Floating Rate Notes increases to the point at which the amount of interest and principal due on the notes, together with other fees and expenses payable by the issuing entity, exceeds the amounts received on the designated pool of lease assets, the issuing entity may not have sufficient funds to make payments on the notes. If the issuing entity does not have sufficient funds to make these payments, you may experience delays or reductions in the interest and principal payments on your notes.
Negative benchmark rates will reduce the rate of interest on the Class A-2-B Notes.		The interest rate on the Class A-2-B Notes initially will be 30-day average SOFR plus a spread. Decreases in SOFR (or any alternative benchmark adopted by the sponsor) will decrease the interest rate and the amount of interest payable on the Class A-2-B Notes. If the sum of 30-day average SOFR (or the alternative benchmark adopted by the sponsor) plus the applicable spread set forth on the cover page of this prospectus is less than 0.00% for any interest period, then the interest rate for the Class A-2-B Notes for such interest period will be deemed to be 0.00%.
Optional redemption of your notes could cause you to be paid earlier than you expect, which may adversely affect your yield to maturity and which may expose you to reinvestment risk.		The notes are subject to optional redemption if the servicer exercises its “clean-up call” option to purchase the exchange note; which will result in all noteholders surrendering their notes for final payment of principal and interest.   Because prevailing interest rates may fluctuate, we cannot assure you that you will be able to reinvest the amounts that you are paid in connection with an optional redemption at a yield equaling or exceeding the yield on your notes. You will bear the risk of reinvesting unscheduled distributions resulting from an optional redemption.
Risks Related to the Characteristics and Performance of the Leases in the Designated Pool and the Related Leased Vehicles
Residual value losses could result in losses on your notes.		Because the leases in the designated pool are closed-end leases, you will bear the risk that the leased vehicles are worth less than their base residual values at the end of the lease terms. The present value of the aggregate base residual value of the leased vehicles in the designated pool equals approximately 61.09% of the sum of the present values of the remaining scheduled base monthly payments and the base residual values, which is the total amount that will be available to pay your notes (assuming each base monthly payment is made as scheduled and each leased vehicle is returned and sold for an amount equal to its base residual value). The base residual value for each lease is the least of the contract residual value set by the sponsor when the lease

 

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		was originated or a residual value established by ALG, an independent company that specializes in establishing residual values for vehicles, either when the lease was originated or at a later date prior to the cutoff date.
		In order to establish residual values, the sponsor and ALG each take into account a number of factors that will affect the value of each leased vehicle in the future, including the characteristics of the lease (such as its term, the month in which it is scheduled to terminate and the maximum allowable mileage) and the leased vehicle (such as the vehicle make, type and model and the manufacturer’s suggested retail price). The sponsor and ALG each also make predictions about a number of factors that may affect the supply and demand for used vehicles (including changes in consumer tastes and economic factors, vehicle manufacturer decisions and government actions) and about a number of factors that affect used vehicle pricing (including housing prices, commodity prices, wage growth, consumer sentiment, interest rates, gas and oil prices and new vehicle sales). However, none of these factors can be predicted with certainty, so the residual value established by the sponsor or ALG may not accurately reflect the actual amount received on disposition of a leased vehicle.
		In addition, the leases in the designated pool were originated under General Motors Company, or GM, and the sponsor’s sponsored marketing programs. Under some of these programs, the contract residual values of the leased vehicles were set higher than the contract residual values the sponsor would otherwise have set. As a result, the price at which a lessee may purchase a leased vehicle related to a lease originated under such a marketing program is also set higher than it would otherwise have been set. It is therefore more likely that the purchase price that the lessee would have to pay for the related leased vehicle will exceed the market value of such leased vehicle at the end of the lease term, which makes it less likely that the lessee will purchase one of these leased vehicles. Consequently, a large portion of the leased vehicles originated under these programs may be returned at lease end and subject to the factors described above that affect the value of leased vehicles in the future.
		Because residual values cannot be predicted with certainty and you will bear the risk if the leased vehicles are worth less than their base residual values and may not receive the full benefit if they are worth more than their base residual values, you may experience losses on your notes.
Geographic concentrations of lease assets may increase concentration risks.		Adverse economic conditions or other factors, including natural disasters and public health emergencies, affecting any state or region could increase the delinquency or loss experience of the lease assets originated in that state or region. As of the cutoff date, lessees with respect to approximately

 

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		26.91%, 15.32%, 8.74%, 7.16%, 6.51%, 5.46% and 5.17% of the leases, based on the lease assets’ aggregate securitization value as of such date, were located in the states of Michigan, New York, Florida, Ohio, Texas, New Jersey and California, respectively, based on the billing address of the lessee on the lease. No other state or U.S. territory accounts for more than 5.00% of the aggregate securitization value as of the cutoff date.
Concentration of leased vehicles to particular vehicle models may increase concentration risks.		As of the cutoff date, the Silverado, Equinox, Sierra, Blazer and Traverse vehicle models represent approximately 15.97%, 13.52%, 8.73%, 7.91% and 6.57%, respectively, of the aggregate securitization value as of the cutoff date of the leased vehicles in the designated pool. No other vehicle model accounts for more than 5.00% of the aggregate securitization value as of the cutoff date. Any adverse change in the value of a specific vehicle model could reduce the proceeds received at disposition of a related leased vehicle. If this occurs, you may incur a loss on your investment if the reduced proceeds are insufficient to pay amounts due on the notes.
Interests of other persons in the exchange note, the leases or the leased vehicles could reduce or delay payments on your notes.		If another person acquires an interest in the exchange note or in any lease or leased vehicle in the designated pool that is superior to the issuing entity’s, collections on the exchange note, collections on that lease or the proceeds from the sale of that leased vehicle may not be available to make payments on your notes. Another person could acquire an interest that is superior to the issuing entity’s interest if:
		•  the issuing entity does not have a perfected security interest in the exchange note because its security interest was not properly perfected (despite the delivery of the exchange note to the indenture trustee on the closing date for a securitization transaction);
		•  the collateral agent does not have a perfected security interest in the assets in the designated pool because its security interest in the leases or leased vehicles was not properly perfected (despite the grant of a security interest in all lease assets to the collateral agent upon their acquisition by the titling trust and the application for a certificate of title for each leased vehicle naming the collateral agent as secured party);
		•  the titling trust does not have proper evidence of its ownership of any leased vehicle in the designated pool (despite the application for a certificate of title for each leased vehicle naming the titling trust as owner);
		•  the collateral agent does not have a perfected security interest in the leases in the designated pool because the collateral agent has not maintained physical possession, in the case of a tangible contract, or “control,” in the case of an electronic contract; or
		•  the collateral agent’s security interest in the leases or leased vehicles in the designated pool is impaired because holders of some types of liens, such as a lien in favor of

 

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		the Pension Benefit Guaranty Corporation, certain tax liens or mechanics’ liens, may have priority over the collateral agent’s security interest, or a leased vehicle is confiscated by a government agency.
		See “Material Legal Aspects of Exchange Note and Lease Assets—Security Interests in Exchange Note and Lease Assets” for more information about the security interests in the exchange note and the lease assets.
Losses and delinquencies on the lease assets in the designated pool may differ from the sponsor’s historical loss and delinquency levels on the serviced portfolio.		The delinquency and loss levels of the lease assets in a designated pool may not correspond to the historical levels the sponsor experienced on its automobile lease asset portfolio or in prior designated pools. There is a risk that delinquencies and losses could increase or decrease significantly for various reasons, including changes in the local, regional or national economies.
Payments on the notes depend on designated pool collections on the lease assets and proceeds from the sale of the leased vehicles.		The issuing entity will pay the notes only with amounts received on the exchange note. The amount received on the exchange note will primarily depend upon the designated pool collections on the lease assets in the designated pool, the number of lease assets that default and the amount of the proceeds from the sale of the leased vehicles upon scheduled termination, early termination or default. If there are decreased designated pool collections, increased defaults or the net sale proceeds from the leased vehicles are less than the base residual values of the leased vehicles, there may be insufficient funds to pay your notes in full.
		No assurance can be made that the market value of any leased vehicle will equal its base residual value at the end of the lease. If the market value of a leased vehicle is less than the price at which the lessee may purchase the vehicle under the lease, the lessee will be more likely to return it. If the net sale proceeds from returned leased vehicles are less than their base residual values, there may be insufficient funds to pay your notes in full.
Performance of the designated pool is uncertain and market factors may reduce used vehicle prices.		The performance of the lease assets in the designated pool depends on a number of factors, including general economic conditions, unemployment levels, the circumstances of individual lessees, the sponsor’s underwriting standards at origination, the accuracy of ALG’s residual value forecasts, the success of the sponsor’s servicing of the designated pool, collection and vehicle remarketing strategies and used vehicle prices.
		The used vehicle market is affected by supply and demand for such vehicles, which in turn is affected by numerous factors including:

 

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		•  consumer tastes and economic factors, including changes in fuel prices and the availability of financing to consumers and dealers for their purchase of used vehicles;
		•  vehicle manufacturer decisions, including those on pricing and incentives offered for the purchase of new vehicles, on the introduction and pricing of new car models or on whether to sell a brand or to discontinue a model or brand;
		•  government actions, including actions that encourage consumers to purchase certain types of vehicles; and
		•  other factors, including the impact of vehicle recalls and related lawsuits.
		None of these factors can be predicted with certainty. Some of these factors are impossible to quantify and may be significantly impacted by unanticipated events. Changes in various factors could have disproportionate effects on the supply or demand for certain vehicle types or models. For example, increases in fuel prices could disproportionately reduce the resale value of larger, less fuel efficient vehicles, such as trucks and sport utility vehicles. Consequently, no accurate prediction can be made of how the designated pool will perform.
The timing of payments on the leases in the designated pool could cause you to be paid earlier or later than you expect, which may adversely affect your yield to maturity.		The yield to maturity of the notes may be adversely affected by a faster or slower rate of payments on the leases. In particular, faster than expected payments on the designated pool will cause the issuing entity to make payments of principal on your notes earlier than expected and will shorten the maturity of your notes. Payments on the designated pool may be made earlier than expected if:
		•  lessees prepay the leases in full; •  lessees default on their leases and proceeds are received from the sale of the leased vehicles; •  lessees participate in early termination programs sponsored by the sponsor; •  proceeds from claims on any physical damage, credit life or other insurance policies covering the leases, leased vehicles or lessees are received; •  the servicer is required to redesignate certain lease assets from the designated pool and makes a corresponding payment to the exchange note collections account due to a breach of a representation or warranty relating to the lease or leased vehicle or a breach of its servicing duties; or •  leased vehicles are returned and sold more quickly than expected.
		A variety of economic, social and other factors, including among others, obsolescence, prevailing interest rates, general availability of credit, availability of alternative financing, local and regional economic conditions and natural disasters, will influence the rate of payments on the designated pool. Therefore, we can give no assurances as to the rate of prepayments that the designated pool will experience.

 

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Inadequate insurance on leased vehicles may cause losses on your investment.		Each lease requires the lessee to maintain insurance covering physical damage to the leased vehicle with the titling trust named as a loss payee. The lessees select their own insurers to provide the required coverage, so the specific terms and conditions of their insurance policies vary.
		In addition, although each lease generally gives the servicer the right to obtain force-placed insurance coverage in the event the required physical damage insurance on a leased vehicle is not maintained by a lessee, neither the sponsor nor the servicer is obligated to obtain force-placed coverage and neither the sponsor nor the servicer is in the practice of obtaining force-placed insurance coverage. In most cases, the sponsor does not typically obtain forced-placed insurance on the leases. In the event insurance coverage is not maintained by lessees and coverage is not force-placed, then insurance recoveries may be limited in the event of losses or damages to leased vehicles included in the designated pool, and you could suffer a loss on your investment.
Risks Related to Certain Transaction Parties and Their Obligations Under the Transaction Documents
Vehicle recalls may result in losses on your notes.		GM may from time to time issue recalls that affect vehicle models included in the designated pool. Vehicle recalls of leased vehicles may result in increased returns of the subject leased vehicles at the end of the related lease term. Significant increases in the inventory of used motor vehicles subject to a recall may also depress the prices at which repossessed leased vehicles or returned leased vehicles may be sold, or may delay the timing of those sales in the used car market. If the price at which the related leased vehicles may be sold declines, you may incur a loss on your investment if the reduced proceeds are insufficient to pay amounts due on the notes.
Insolvency of the sponsor may cause your payments to be reduced or delayed.		In some circumstances, an insolvency of the sponsor may reduce payments to noteholders. A court in a bankruptcy proceeding could conclude that the sponsor effectively still owns the exchange note because the sale of the exchange note by the sponsor to the depositor and by the depositor to the issuing entity, were not “true sales” or that the assets and liabilities of the titling trust, the depositor and/or the related issuing entity should be consolidated with those of the sponsor for bankruptcy purposes. If a court were to reach either of these conclusions, payments on your notes could be reduced or delayed due to:
		•  the “automatic stay” provision of the U.S. federal bankruptcy laws, which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the bankruptcy court, and other

 

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		provisions of the U.S. federal bankruptcy laws that permit substitution of collateral in limited circumstances;
		•  tax or government liens on the sponsor’s property that arose prior to the transfer of the exchange note to the issuing entity having a claim on collections that are senior to your notes; or
		•  the issuing entity not having a perfected security interest in the exchange note or any cash collections held by the sponsor at the time the bankruptcy proceeding begins.
		In addition, the transfer of the exchange note by the depositor to the issuing entity, although structured as a sale, may be viewed as a financing because the depositor retains the residual interest in the issuing entity. If a court were to conclude that such transfer was not a sale or the depositor was consolidated with the sponsor in the event of the sponsor’s bankruptcy, the notes would benefit from a security interest in the exchange note but the exchange note would be owned by the sponsor and payments could be delayed, collateral substituted or other remedies imposed by the bankruptcy court that could cause losses or delays in payments on your notes.
Commingling of collections with the sponsor’s corporate funds may result in reduced or delayed payments to you.		While the sponsor is the servicer, designated pool collections will be remitted directly to the sponsor and held by the sponsor prior to deposit in the exchange note collections account as required by the transaction documents. These designated pool collections may be commingled with the sponsor’s corporate funds prior to their deposit into the exchange note collections account. If bankruptcy proceedings are commenced with respect to the sponsor while acting as servicer, the issuing entity, the indenture trustee or the collateral agent may not have a perfected security interest in those collections and any funds then held by the servicer may be unavailable to noteholders.
Transfer of servicing may delay payments to you.		The transaction documents contain provisions that could result in the termination of the sponsor’s servicing rights. If the sponsor were to cease servicing the lease assets, delays in processing payments on the leases, sales of returned or repossessed vehicles and information regarding designated pool collections could occur. This could delay payments to you. Furthermore, the transaction documents require that the terminated servicer pay the reasonable costs and expense of transferring servicing to a successor servicer. If the terminated servicer were unable or unwilling to pay such costs and expenses, the transfer of servicing responsibilities could be disrupted, which could further delay payments to you. There is no guarantee that a replacement servicer would be able to service the lease assets with the same capability and degree of skill as the sponsor. See “Description of the Transaction documents—Exchange Note Servicer Default.”

 

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Inability of the servicer to redesignate lease assets which breach a representation or warranty may cause your payments to be reduced or delayed.		The servicer will make certain representations and warranties about the lease assets that are assigned to the designated pool. If any of those representations and warranties are breached and are not cured in the manner described in the related transaction documents, the transaction documents require the servicer to make a repurchase payment for the affected lease assets and to redesignate those lease assets from the designated pool to the extent the interests of the noteholders are materially and adversely affected by such breach. If the servicer is unable to make the repurchase payment to redesignate lease assets and no other party is obligated to perform or satisfy these obligations, you may experience delays in receiving payments and suffer losses on your investment in the notes.
The servicer has discretion over the servicing of the lease assets which could impact the amount or timing of funds available to make payments on your notes.		The servicer has discretion in servicing the lease assets in the designated pool, including the ability to grant lease deferments, due date changes, late fee waivers, end of lease extensions and other assistance programs, including the temporary suspension of all repossessions, and to determine the timing and method of collection and vehicle remarketing. The manner in which the servicer exercises that discretion could have an impact on the amount or timing of collections on the designated pool and consequently on the amount or timing of principal and interest received by the issuing entity on the exchange note. If servicing procedures impact the amount or timing of designated pool collections, you may experience losses or delays in payment on your notes.
Risks Related to the General Economic Environment
A significant global or regional event may impact the financial markets and adversely affect the market value of your notes and/or limit your ability to resell your notes.		The occurrence of a global or regional event, such as a financial crisis, economic downturn or recession, a public health crisis, epidemic or pandemic, a natural disaster or a geopolitical conflict, war or other military conflict, could result in economic volatility and global financial market disruptions, which could result in losses on your notes and/or limit your ability to resell your notes.
During periods of economic downturn, the performance of the designated pool may deteriorate.		Periods of economic slowdown or recession may adversely affect the performance of the leases and the value of the leased vehicles in the designated pool. High unemployment and lack of available credit are likely to lead to increased delinquencies and defaults by lessees as well as decreased consumer demand for and declining values of automobiles, light duty trucks and utility vehicles. In addition, any increases in the inventory of used automobiles, light duty trucks and utility vehicles during a period of economic slowdown or recession will typically depress the price of used vehicles, which may increase the amount of losses on leased vehicles returned at lease end and defaulted leases.

 

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		Additionally, higher gasoline prices, unstable real estate values, declining stock market values, increased inflation and other factors that impact consumer confidence or disposable income could increase loss frequency and decrease consumer demand for automobiles which could increase the amount of losses on leased vehicles returned at lease end and defaulted leases. See “Delinquency, Credit Loss, Repossession and Residual Performance Information” for delinquency, credit loss, repossession and residual performance information regarding the lease assets originated and serviced by the sponsor. There can be no assurance that the historical delinquency, credit loss, repossession and residual performance experience will be representative of future performance in various economic environments. Investors should expect increased delinquencies and losses on the automobile leases securing the notes and payments on the notes could be adversely affected.
Risks Related to Legal and Regulatory Matters that Impact the Transaction
The regulatory environment in which the consumer finance industry operates could have a material adverse effect on the sponsor’s business and operating results.		The sponsor is subject to a wide variety of laws and regulations in the jurisdictions where it operates, including supervision and licensing by numerous governmental entities. These laws and regulations can create significant constraints on the sponsor’s operations and result in significant costs related to compliance. Failure to comply with these laws and regulations could impair the ability of the sponsor to continue operating and result in substantial civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses, and damage to reputation, brand and valued customer relationships.
		The Dodd-Frank Act imposes significant regulatory oversight on the financial industry and grants the Consumer Financial Protection Bureau, or the CFPB, extensive rulemaking and enforcement authority, all of which may substantially impact the sponsor’s operations. As a “larger participant” in the automobile finance market, the sponsor is subject to possible comprehensive and rigorous on-site examinations by the CFPB. Any violations of law or unfair lending practices found during these examinations could result in enforcement actions, fines, and mandated process, procedure or product-related changes or consumer refunds.
The sponsor could be materially adversely affected by significant legal and regulatory proceedings.		The sponsor is subject to various legal and regulatory proceedings and governmental investigations in the ordinary course of the sponsor’s business. An adverse outcome in one or more of these proceedings or investigations could result in substantial damages, settlements, fines, penalties, diminished income or reputational harm. For a further discussion of these matters, refer to “Legal Proceedings—The Sponsor and the Servicer.”

 

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Automobile leases that do not comply with consumer financial protection laws could result in delays in payments or losses on your notes.		If a lease does not comply with U.S. federal and state consumer financial protection laws, the servicer may be prevented from or delayed in collecting the lease. Also, some of these laws may provide that the lessor or assignee of a consumer contract (such as the issuing entity) is liable to the lessee for any failure of the contract to comply with these laws. This could result in delays in payment or losses on your notes. For more details about consumer financial protection laws relating to the leases, see “Material Legal Aspects of Exchange Note and Lease Assets—Consumer Protection Laws.”
Federal and state laws and other factors may limit the collection of payments on the leases and repossession of the leased vehicles.		Federal and state laws may prohibit, limit, or delay repossession and sale of a repossessed leased vehicle to recover losses on a defaulted lease. As a result, you may experience delays in receiving payments and suffer losses on your notes.
		Additional factors that may affect the issuing entity’s ability to recoup the full amount due on a lease include:
		•  the sponsor’s failure to maintain the perfection of the collateral agent’s security interest in the related leased vehicle; •  depreciation; •  obsolescence; •  damage or loss of the related leased vehicle; and •  the application of federal and state bankruptcy and insolvency laws.
		Furthermore, proceeds from the sale of repossessed leased vehicles can fluctuate significantly based upon market conditions. A deterioration in general economic conditions could result in a greater loss in the sale of repossessed leased vehicles than the sponsor has historically experienced.
Limitations on interest payments and repossessions may cause losses on your investment.		Generally, under the terms of the Servicemembers Civil Relief Act and similar state legislation, a lessee may terminate a lease at any time if the lessee subsequently enters into military service or receives military orders for a permanent change of station outside of the continental U.S. or to deploy with a military unit. No early termination charges may be imposed on the lessee for such termination. Lease assets related to lessees who are in the military or who subsequently enter the military may be included in the designated pool and the servicer will not be required to redesignate from the designated pool a lease asset that become subject to these laws. In the event leases are terminated and any form of credit enhancement is insufficient to cover the losses on the terminated leases, you could suffer a loss on your investment.
		In addition, this legislation imposes limitations that would

 

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		impair the servicer’s ability to repossess a leased vehicle related to an affected lease during the lessee’s period of active duty status. Thus, in the event that these lessees go into default, there may be delays in receiving payments and you may incur losses on your investment in the notes.
Climate related events and climate change risks may cause losses on your notes.		The effects of climate change and the ongoing efforts to mitigate its impact, including through climate change-related legislation and regulation, may have a negative effect on the issuing entity.   Significant physical effects of climate change, such as extreme weather and natural disasters, may affect the lessees. For example, lessees living in areas affected by extreme weather and natural disasters may suffer financial harm, reducing their ability to make timely payments on the related leases. Dealerships and physical auctions that facilitate the disposition of the leased vehicles after repossession are also subject to disruption as a result of extreme weather and natural disasters, which could result in an inability to sell repossessed vehicles, or a temporary or permanent decline in the market value of those vehicles. In addition, extreme weather and natural disasters may have effects on the automobile finance industry or economy due to the interdependence of market actors. If such extreme weather or a natural disaster were to occur in a geographic region in which a large number of lessees are located, these risks would be exacerbated. See “—Geographic concentrations of lease assets may increase concentration risks.”   Changes to laws or regulations enacted to address the potential impacts of climate change (including laws which may adversely impact the automobile industry in particular as a result of efforts to mitigate the factors contributing to climate change, as well as constraints related to lending on greenhouse gas-emitting products) could have an adverse impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes.   Any of these effects, or their confluence, could adversely affect the performance of the designated pool, or the market value of the vehicles securing the lease assets in the designated pool, which could result in losses or affect the timing of payments on your notes.

 

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Use of Proceeds

On the closing date:

 

•

GM Financial Automobile Leasing Trust 2024-2, or the issuing entity, will issue the notes to GMF Leasing LLC, or the depositor, in exchange for the exchange note on the closing date.

 

•

The depositor will sell the publicly offered notes to the underwriters who will sell them to investors.

 

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The depositor will fund the initial deposit to the reserve account, on behalf of the issuing entity.

 

•

The depositor will use the proceeds from the sale of the publicly offered notes to purchase the exchange note, backed by the designated pool of Lease Assets (as defined in the Glossary), from AmeriCredit Financial Services, Inc. d/b/a GM Financial, or GM Financial or the sponsor.

 

•

The depositor or its affiliates may use the net proceeds from the issuance of the notes to pay their debt, including “warehouse” debt secured by some or all of the Lease Assets prior to their inclusion in the designated pool. This “warehouse” debt may be owed to one or more of the underwriters or their affiliates, so a portion of the proceeds that is used to pay “warehouse” debt may be paid to the underwriters or their affiliates. No expenses incurred in connection with the selection and acquisition of the leases or leased vehicles included in the designated pool will be paid for from the offering proceeds.

The Sponsor and the Servicer

GM Financial will be the sponsor and servicer for the notes. The sponsor was incorporated in Delaware on July 22, 1992. The sponsor’s principal offices are located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, telephone (817) 302-7000.

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. AmeriCredit Corp. was subsequently renamed General Motors Financial Company, Inc., or General Motors Financial. The sponsor continues to be a wholly-owned subsidiary and the primary operating subsidiary of General Motors Financial.

The sponsor originated 100% of the Lease Assets included in the designated pool. The sponsor 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.

The sponsor services all leases that it originates, though some servicing functions are performed by affiliates of the sponsor, according to sponsor’s servicing policies as described below. As of March 31, 2024, the sponsor serviced a portfolio with a net book value of approximately $27.9 billion in North America. See “The Sponsor’s Automobile Leasing Program” for more information regarding the sponsor’s business and “The Sponsor’s Lease Securitization Program” for information regarding the sponsor’s securitization program.

The sponsor will identify the Lease Assets to be assigned to the designated pool by the titling trust. The sponsor 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). The servicer 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 the servicer has breached any such representation or warranty with respect to a lease or leased vehicle in the designated pool, the servicer will be obligated to redesignate the affected lease or leased vehicle from the designated pool to the extent the interests of the

 

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noteholders are materially and adversely affected by such breach. Certain of the representations and warranties that the sponsor will make about the Lease Assets are subject to important qualifications or limitations, such as knowledge qualifiers, or relate to actions taken by a third-party, such as the related dealer. Therefore, the sponsor may not be able to independently verify the facts underlying certain representations and warranties that it will make. See “The Designated Pool—Representations about the Designated Pool and Obligation to Redesignate Ineligible Lease Assets Upon Breach” for more information regarding the representations and warranties that the servicer will make regarding the Lease Assets and its obligation to redesignate Lease Assets from the designated pool under certain circumstances.

The Transaction Documents (as defined in the Glossary) relating to the Lending Facility (as defined in the Glossary) and the transaction documents for each other designated pool relating to the Lending Facility also contain covenants requiring the redesignation 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 March 31, 2024, none of the servicer, the depositor, the collateral agent or the owner trustee received a demand to redesignate any Lease Assets from any designated pool, and there was no activity with respect to any demand made prior to such period. The sponsor discloses all fulfilled and unfulfilled redesignation requests for Lease Assets that were the subject of a demand to redesignate from the designated pool on SEC Form ABS-15G. The sponsor furnished its most recent Form ABS-15G pursuant to Rule 15Ga-1 of the Exchange Act with the SEC on February 1, 2024. The sponsor’s CIK number is 0001002761. See “Where You Can Find More Information” for more information on obtaining a copy of the report.

Under the Servicing Agreement (as defined in the Glossary), the sponsor 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 “The Sponsor’s Automobile Leasing Program —Servicing of Lease Assets” for more information regarding the sponsor’s general servicing procedures. See “Description of the Transaction Documents—Servicing Compensation” for more information regarding the servicer’s duties under the Servicing Agreement.

The sponsor will be the initial servicer, but as described under “Description of the Transaction Documents—Exchange Note Servicer Default” there are circumstances where the sponsor may be removed as servicer. Information regarding the manner in which the sponsor may be removed as servicer following the occurrence of an Exchange Note Servicer Default and the manner in which a successor servicer may be appointed is described under “Description of the Transaction Documents—Exchange Note Servicer Default—Rights Upon Exchange Note Servicer Default.”

The Depositor

GMF Leasing LLC, the depositor, is the sponsor’s wholly-owned subsidiary 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 met the registrant requirements set forth in paragraph I.A. of the General Instructions to Form SF-3 at the time the registration statement was filed.

The depositor is a special-purpose entity that was formed for the limited purpose of purchasing exchange notes from the sponsor 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 the sponsor 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. On the closing date, the depositor will receive 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.

In connection with the offering of the notes, the chief executive officer of the depositor will make the certifications required under the Securities Act about this prospectus, the disclosures made about the characteristics of the Lease Assets and the structure of this securitization transaction, the risks of owning the notes and whether the securitization transaction will produce sufficient cashflows to make interest and principal payments on the notes when due. This certification will be filed by the depositor with the SEC at the time of filing of this prospectus. Despite the fact that the chief executive officer will make these certifications, this does not reduce or eliminate the risks of investing in the notes.

The Issuing Entity

GM Financial Automobile Leasing Trust 2024-2, 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. The issuing entity’s principal offices are in Wilmington, Delaware, in care of the owner trustee at the address listed under “The Owner Trustee.”

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

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

 

•

acquiring, holding and managing the exchange note and its other assets and proceeds from its assets;

 

•

issuing the notes and the issuer trust certificate (which represents the residual interest in the issuing entity);

 

•

making payments on the notes and the issuer trust certificate;

 

•

entering into and performing its obligations under the Transaction Documents to which it is a party; and

 

•

engaging in other activities that are necessary, suitable or convenient to accomplish these activities.

Modifications to the Issuing Entity’s Trust Agreement, including to the foregoing permissible activities, may be made by the depositor and the owner trustee, upon notice by the depositor to the NRSROs that have been engaged to rate the notes and with the consent of, in certain cases, the holder of the issuer trust certificate and holders of a majority of the then Outstanding (as defined in the Glossary)

 

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principal amount of the notes, and 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 “Trust Property.”

The sponsor, 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), will consider the interests of the noteholders in addition to the interests of the issuing entity and whether the issuing entity is insolvent. The owner trustee will have no duty to give written consent to any of these actions by the issuing entity if the owner trustee has not 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) will 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 will 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. On the closing date, the issuing entity will receive 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 applicable. However,

 

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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.

The issuer trust certificate (which represents the residual interest in the issuing entity) will be issued pursuant to the Issuing Entity’s Trust Agreement and will initially be held by the depositor, the entity that formed the issuing entity. The issuer trust certificate will constitute an “eligible horizontal residual interest” under Regulation RR of the Exchange Act because it is an interest in the issuing entity (i) with respect to which on any payment date on which the issuing entity has insufficient funds to satisfy its obligation to pay all contractual interest or principal due, any resulting shortfall will reduce amounts payable to the issuer trust certificate prior to any reduction in the amounts payable to any class of notes, and (ii) that has the most subordinated claim to payments of both principal and interest by the issuing entity.

Capitalization of the Issuing Entity

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

 

Exchange Note Initial Principal Balance		$	1,460,000,000
Reserve Account		$	3,804,531

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

 

Class A-1 Notes		$	188,680,000
Class A-2 Notes		$	514,480,000
Class A-3 Notes		$	465,470,000
Class A-4 Notes		$	65,500,000
Class B Notes		$	66,220,000
Class C Notes		$	61,670,000
Class D Notes		$	38,050,000
Overcollateralization		$	121,742,439
Total		$	1,521,812,439

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

The 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 the sponsor.

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 finances its acquisition of Lease Assets with amounts borrowed from the sponsor pursuant to a Credit and Security Agreement (as defined in the Glossary), with funds indirectly contributed to it by the sponsor or with the collections received on its portfolio of Lease Assets. Under the Credit and Security Agreement, the titling trust is obligated to repay amounts advanced to it by the sponsor and may at any time, at the request of the sponsor, convert all or a portion of the amounts then

 

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outstanding under the Lending Facility to one or more term notes evidenced by an exchange note. Each exchange note will be issued pursuant to an Exchange Note Supplement (as defined in the Glossary) to the Credit and Security Agreement that sets forth the terms governing that exchange note. The titling trust will be responsible for making payments on every such exchange note under the Credit and Security Agreement. The titling trust has appointed the collateral agent to hold the security interest in all Lease Assets that are pledged as collateral in accordance with the Credit and Security Agreement, including all Lease Assets in the designated pool.

Amounts due to the sponsor under the Lending Facility and all amounts due under Outstanding Exchange Notes (as defined in the Glossary), including the exchange note issued for the securitization transaction in which the notes will be issued, are secured by a single security interest in favor of the collateral agent, on behalf of the sponsor and the holders of all exchange notes, on all Lease Assets pledged under the Credit and Security Agreement and any proceeds of those Lease Assets. Whenever a new exchange note is issued, certain Lease Assets are allocated to a designated pool that backs that exchange note and generally only the Designated Pool Collections (as defined in the Glossary) on those Lease Assets will be used to make payments on that exchange note. For more information about the designated pool, see “The Designated Pool.”

The titling trust has issued an exchange note to serve as collateral for each of the outstanding term securitizations. 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.

The Owner Trustee

Wilmington Trust Company—also referred to herein as the “owner trustee”—is a Delaware non-depository trust company originally incorporated in 1901. On July 1, 2011, Wilmington Trust Company filed an amended charter which changed its status from a Delaware banking corporation to a Delaware non-depository trust company. Wilmington Trust Company’s principal place of business is located at 1100 North Market Street, Wilmington, Delaware 19890. Wilmington Trust Company is an affiliate of Wilmington Trust, National Association, or WTNA, and both Wilmington Trust Company and WTNA are subsidiaries of M&T Bank Corporation. Since 1998, Wilmington Trust Company has served as owner trustee in numerous asset-backed securities transactions involving automobile lease contracts.

Wilmington Trust Company has provided the above information for purposes of complying with Regulation AB. Other than the above paragraph and except as described under “Legal Proceedings” Wilmington Trust Company has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

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 issuing entity will authorize and direct the indenture trustee to authenticate and deliver the notes and the owner trustee will be authorized but not obligated to take all other actions required of the issuing entity pursuant to the Transaction Documents. The fees, expenses and indemnities of the owner trustee will be paid by the issuing entity, to the extent those amounts are not paid or reimbursed by the administrator.

The administrator 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 administrator 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 gross negligence. The

 

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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.

Wilmington Trust Company will be the owner trustee initially, but there are certain conditions under which the owner trustee may be removed or may resign, in which case a successor owner trustee will be appointed. See “Description of the Transaction Documents—Replacement of Owner Trustee” for information regarding the owner trustee’s removal, resignation and replacement.

The Indenture Trustee, the Administrative Agent and the Collateral Agent

Computershare Trust Company, N.A., or Computershare Trust Company, 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 to the Credit and Security Agreement and the collateral agent (in such capacity, the collateral agent) under the Exchange Note Supplement. Computershare Trust Company is a national banking association and a wholly-owned subsidiary of Computershare Limited an Australian financial services company with approximately $6.1 billion (USD) in assets as of December 31, 2023. Computershare Limited and its affiliates have been engaging in financial service activities, including stock transfer related services, since 1997, and corporate trust related services since 2000. Computershare Trust Company provides corporate trust, custody, securities transfer, cash management, investment management and other financial and fiduciary services, and has been engaged in providing financial services, including corporate trust services, since 2000. The transaction parties may maintain commercial relationships with Computershare Trust Company and its affiliates. Computershare Trust Company maintains corporate trust offices at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951 (among other locations), and its office for correspondence related to certificate transfer services is located at 1505 Energy Park Drive, St Paul, Minnesota 55108.

On November 1, 2021, Wells Fargo Bank, N.A. and Wells Fargo Delaware Trust Company, N.A. (collectively, “Wells Fargo”) sold substantially all of its Corporate Trust Services (“CTS”) business to Computershare Limited, Computershare Trust Company, and Computershare Delaware Trust Company (collectively, “Computershare”). Virtually all CTS employees of Wells Fargo, along with most existing CTS systems, technology, and offices transferred to Computershare as part of the sale. On and after November 1, 2021, Wells Fargo has been transferring its roles, duties, rights, and liabilities under the relevant transaction agreements to Computershare. For any transaction where the roles of Wells Fargo have not yet transferred to Computershare, Computershare, as of November 1, 2021, performs all or virtually all of the obligations of Wells Fargo as its agent as of such date.

Computershare Trust Company has provided corporate trust related services since 2000 through its predecessors and affiliates. Computershare Trust Company provides trustee services for a variety of transactions and asset types, including corporate and municipal bonds, mortgage-backed and asset-backed securities, and collateralized debt obligations. As of December 31, 2023, Computershare Trust Company was acting in some cases as the named trustee or indenture trustee, and in most cases as agent for the named trustee or indenture trustee, on approximately 495 asset-backed securities transactions with an aggregate outstanding principal balance of approximately $131 billion (USD). Computershare Trust Company maintains a corporate trust office for correspondence purposes at 1505 Energy Park Drive, St. Paul, Minnesota 55108, Attn: Asset-Backed Securities Department. As a result of Computershare Trust Company not being a deposit-taking institution, any cash credited to accounts that the indenture trustee is required to maintain pursuant to the Indenture will be held by one or more institutions in a manner satisfying the requirements of the Indenture, including any applicable eligibility criteria for account banks set forth in the Indenture.

 

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Other than the above three paragraphs, Computershare Trust Company has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

The fees, expenses and indemnities of the administrative agent, collateral agent and indenture trustee will be paid by the issuing entity, to the extent those amounts are not paid or reimbursed by the servicer or administrator.

The issuing entity will cause the administrator to indemnify the indenture trustee, collateral agent and their respective officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees, court costs and expenses, including any losses incurred in connection with (i) any action or suit brought by the indenture trustee or collateral agent to enforce any indemnification or other obligation of the issuing entity or administrator and (ii) a successful defense, in whole or in part, of any claim that the indenture trustee or collateral agent breached its standard of care) incurred by it 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 administrator 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 collateral agent’s own willful misconduct, 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” for more information regarding the indenture trustee’s duties under the Indenture and the collateral agent’s duties under the Servicing Agreement.

Computershare Trust Company will be the indenture trustee and collateral agent initially, but there are certain conditions under which the indenture trustee and collateral agent may be removed or may resign, in which case a successor indenture trustee will be appointed. See “Description of the Transaction Documents—Replacement of Indenture Trustee” for information regarding the indenture trustee’s removal, resignation and replacement.

The Asset Representations Reviewer

Clayton Fixed Income Services LLC, a Delaware limited liability company, or Clayton, will act as the “asset representations reviewer” under the asset representations review agreement. Clayton is a wholly-owned subsidiary of Covius Services, LLC. Clayton and its affiliates have provided independent due diligence loan review and servicer oversight services since 1989. Clayton has been engaged as the asset representations reviewer on more than 650 auto and equipment loan, lease and dealer floorplan and credit card securitization transactions since 2015.

Clayton and its affiliates are leading providers of targeted due diligence reviews of securitized assets and policies and procedures of originators and servicers to assess compliance with representations and warranties, regulatory and legal requirements, investor guidelines and settlement agreements. Clayton and its affiliates have performed over 17 million loan reviews and provided ongoing oversight on over $2 trillion of securitization transactions on behalf of investors, sponsors, issuers and originators, including government sponsored enterprises and other governmental agencies. These services have been performed primarily on residential mortgage loan and residential mortgage-backed security transactions, although Clayton and its affiliates have also performed these services for transactions involving auto loans, equipment loans and leases, credit cards, commercial mortgage loans, student loans, timeshare loans and boat and recreational vehicle loans.

 

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The asset representations reviewer is an “eligible asset representations reviewer,” meaning that (i) it is not affiliated with the sponsor, the depositor, the servicer, the indenture trustee, the owner trustee or any of their affiliates, (ii) neither it nor any of its affiliates has been hired by the sponsor or the underwriters to perform pre-closing due diligence work on the Lease Assets and (iii) it is not responsible for reviewing the Lease Assets for compliance with the representations under the Transaction Documents, except in connection with a review under the asset representations review agreement, or for determining whether noncompliance with any representation is a breach of the Transaction Documents.

The asset representations reviewer’s main duties will be:

 

•

reviewing certain Lease Assets following receipt of a review notice from the indenture trustee, and

 

•

providing a report on the results of the review to the issuing entity, the servicer and the indenture trustee.

See “Description of the Transaction Documents—Asset Representations Review Triggers and Procedures—Asset Representations Review Procedures” for a description of the nature of the review to be performed by the asset representations reviewer.

The asset representations reviewer will not be liable for any action, omission or error in judgment unless it is due to willful misconduct, bad faith or negligence by the asset representations reviewer. The asset representations reviewer will not be liable for any errors in any review materials relied on by it to perform a review or for the noncompliance or breach of any representation made about the automobile lease contracts.

The issuing entity will, or will cause the servicer to, indemnify the asset representations reviewer for liabilities and damages resulting from the asset representations reviewer’s performance of its duties under the asset representations review agreement unless caused by the willful misconduct, bad faith or negligence (other than errors in judgment) of the asset representations reviewer or as a result of any breach of representations made by the asset representations reviewer in the asset representations review agreement.

The issuing entity will pay the upfront and annual fees and review fees of the asset representations reviewer and pay any indemnities due to the asset representations reviewer, to the extent those amounts are not paid or reimbursed by the servicer. The issuing entity will pay these amounts to the asset representations reviewer on each payment date, along with similar amounts owed to the indenture trustee, the collateral agent, the successor servicer and the owner trustee under the Transaction Documents (subject, in each case, to the applicable cap on such amounts described under “Description of the Transaction Documents—Distributions—Payment Date Payments on the Notes”), before the issuing entity makes any other payments to items with a lower payment priority.

The asset representations reviewer may not resign, unless (i) it ceases to be an eligible asset representations reviewer, (ii) it becomes legally unable to act or (iii) the issuing entity consents to the resignation. The issuing entity may remove the asset representations reviewer if the asset representations reviewer becomes legally unable to act or becomes subject to a bankruptcy and will be required to remove the asset representations reviewer if it no longer is an eligible asset representations reviewer. No resignation or removal of the asset representations reviewer will be effective until a successor asset representations reviewer is in place. Any successor asset representations reviewer must be an eligible asset representations reviewer. Any transition expenses that are owed to a successor asset representations reviewer in connection with its assumption of its duties will be payable in accordance with the priority of payments set forth in “Description of the Transaction Documents—Distributions—Payment Date Payments on the Notes” to the extent they are not paid by the servicer.

 

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If the during any collection period the asset representations reviewer resigns or is removed, replaced or substituted, or if a new asset representations reviewer is appointed, the date on which the event occurred and the circumstances surrounding the change will be indicated on the distribution report filed on Form 10-D relating to that collection period. Additionally, if a new asset representations reviewer has been appointed, information regarding that party will also be provided in the Form 10-D.

The Sponsor’s Automobile Leasing Program

General

The sponsor is a wholly-owned subsidiary of General Motors Financial Company, Inc., which is the wholly-owned captive finance subsidiary of GM and is a global provider of automobile financing solutions. The sponsor has been operating in the automobile finance business in North America since September 1992. The sponsor began a strategic relationship with GM in September 2009 and was acquired by GM in October 2010 in order to provide captive financing capabilities to strategic and underserved segments of GM’s markets. To fulfill this objective, the sponsor added leasing capabilities across North America in 2011 and became the exclusive lease provider to GM in 2015.

As the lender under the Credit and Security Agreement, the sponsor advances funds to the titling trust, its indirect subsidiary, to finance its purchase of Lease Assets from motor vehicle dealerships in the United States in the ordinary course of its business. As of the date of this prospectus, all of the Lease Assets owned by the titling trust are held by it pursuant to the Credit and Security Agreement. In its capacity as servicer, the sponsor services the Lease Assets that are subject to the Credit and Security Agreement pursuant to a Servicing Agreement and will enter into servicing supplements to that Servicing Agreement to set forth the specific terms governing its servicing of each designated pool. The sponsor services the Lease Assets owned by the titling trust at one or more regional centers using automated lease servicing and collection systems. The sponsor funds these lease finance activities in part through “warehouse” credit facilities and securitization transactions.

As GM’s captive finance subsidiary, the sponsor’s business strategy includes increasing the amount of new GM automobile sales by offering competitive financing programs. In addition to the lease financing product for new GM vehicles that is offered exclusively to GM-franchised dealerships in the United States, the sponsor also offers automobile loans to consumers and businesses. The relationships with the GM-franchised dealerships is maintained by the sponsor through its regional credit centers and market representatives (dealer account representatives).

Marketing

As a primarily indirect originator of Lease Assets, the sponsor focuses its marketing activities on GM-franchised automobile dealerships. The sponsor’s relationships with dealerships are actively monitored with the objective of maximizing the volume of lease applications received from each dealer that meet the sponsor’s underwriting standards and profitability objectives. Because the sponsor maintains non-exclusive relationships with dealerships, when a customer seeks to lease a vehicle from a dealer the dealer retains discretion to determine whether to obtain financing for that particular Lease Asset from the sponsor or from another financing source. The sponsor’s representatives regularly contact and visit dealerships to solicit new business and to answer any questions dealerships may have regarding the sponsor’s lease financing programs and capabilities. To increase the effectiveness of these contacts, marketing personnel have access to the sponsor’s management information systems which detail current information regarding the number of lease applications submitted by a dealer, the sponsor’s response and the reasons why any particular lease application was rejected.

Lease Assets purchased by the titling trust are generally purchased without recourse to the related dealer. However, the dealer typically makes certain representations as to the validity of the leases and

 

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compliance with certain laws, and indemnifies the sponsor against any claims, defenses and set-offs that may be asserted against the sponsor because of assignment of the lease or the condition of the related leased vehicle. Recourse based upon those representations and indemnities would be limited in circumstances in which the dealer has insufficient financial resources to perform upon such representations and indemnities. The sponsor does not view recourse against the dealer on these representations and indemnities to be of material significance in its decision to have the titling trust purchase Lease Assets from a dealer. Dealerships have no liability to the titling trust or the sponsor for lessee defaults on the leases.

Origination Network

The titling trust uses funds borrowed from the sponsor to purchase Lease Assets, which are comprised of completed leases entered into between lessees and motor vehicle dealerships and the related leased vehicles. When a lessee leases a vehicle from a dealer, the lessee and the dealer agree on the terms of the lease based on available lease programs and the lessee’s purchase of any insurance, and other related products. If the lessee elects to lease the vehicle through the dealer, the lessee and the dealer decide on the lease term and mileage allowance, in conjunction with the sponsor’s residual value and payment terms for the lease. The sponsor then makes credit and purchase decisions regarding each Lease Asset on behalf of the titling trust.

The sponsor’s origination platform provides specialized focus on marketing and financing programs and underwriting leases. Responsibilities are segregated so that the sales group markets the programs and products to GM dealerships, while the underwriting group focuses on underwriting, negotiating and closing lease applications submitted by those dealerships. The sales and underwriting groups are further segregated with separate teams servicing GM-franchised dealerships and non-GM dealerships, where only a loan product is offered, providing GM-franchised dealerships with a broader array of loan, lease and commercial lending products. All underwriters are aligned with credit centers and may work remotely from a home office. Dealer account representatives are aligned with credit centers and work remotely in their service area. The sponsor believes that the personal relationships its credit underwriters and dealer account representatives establish with the dealer’s staff are an important factor in creating and maintaining productive relationships with its dealer customer base.

The sponsor selects markets for credit center locations based upon numerous factors, most notably proximity to the geographic markets and dealerships it seeks to serve and availability of qualified personnel. Credit centers are typically situated in suburban office buildings.

A credit center vice president, regional credit managers, credit managers and credit underwriting specialists staff credit center locations. The credit center vice president reports to a senior vice president in the sponsor’s corporate office. Credit center personnel are compensated with base salaries and incentives based on total company results. The credit center vice presidents, regional credit managers and senior vice presidents monitor credit center compliance with the sponsor’s underwriting guidelines. The sponsor’s management information systems provide these managers with access to credit center information enabling them to consult with credit center teams on credit decisions and assess adherence to the sponsor’s credit policies. The senior vice presidents also make periodic visits to the credit centers to conduct operational reviews.

Dealer account representatives typically work from a home office but are aligned with a credit center. Dealer account representatives solicit dealerships for applications and maintain relationships with the dealerships in their geographic vicinity, but do not have responsibility for credit approvals. The sponsor believes the local presence provided by the dealer account representatives enables it to be more responsive to dealer concerns and local market conditions. Applications solicited by the dealer account representatives are underwritten at the regional credit centers. The dealer account representatives are compensated with base salaries and incentives based on total company results. The dealer account

 

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representatives report to regional sales managers who report to sales vice presidents. The sales vice presidents report to a senior vice president in the sponsor’s corporate office.

Manufacturer Relationship

The sponsor coordinates with GM to establish marketing programs for lease products. These programs serve the sponsor’s goal of increasing new loan and lease originations and the manufacturers’ goal of making credit more available and more affordable to consumers purchasing vehicles sold by the manufacturer. Such programs may include subvention programs, under which the manufacturer provides the sponsor cash payments in order for the sponsor to offer lower customer payments on lease agreements and retail loan contracts that it purchases from the manufacturers’ dealership network. Subvention programs may be structured as special-rate financing programs available through the sponsor to customers leasing new GM vehicles or as support payments used to adjust residual components of the lease agreement. Under such subvention programs, the sponsor determines the appropriate amount to charge GM for the vehicles contracted under a specific subvented program; considering the subvented rate, supported residual value and contract term as well as an applicant’s risk profile. The combined subvented support payments are paid by GM directly to the sponsor and do not constitute cashflow that is available to make payments on any notes.

Credit Underwriting

The sponsor utilizes underwriting guidelines to achieve a given business strategy for lease originations. These guidelines are dependent upon risk tolerances which may, and often do, change depending on many different factors including, but not limited to, the sponsor’s strategic objectives; general market demand for lease finance; the sponsor’s access to, and the cost to the sponsor of, financing to support its lease originations; the general economic environment; consumer credit trends; and the volatility in used car pricing. The sponsor reviews profitability metrics on a consolidated basis, by the geographic region, origination channel, and lease levels. The following paragraphs discuss in more detail the sponsor’s proprietary credit scoring system, underwriting guidelines and the underwriting process.

Underwriting leases is a process that may include judgement. The sponsor utilizes a proprietary lease credit scoring system that produces a statistical assessment of each proposed lessee that is used to differentiate among credit applications and to statistically rank-order credit risk in terms of expected default rates. The lease credit scoring system incorporates data contained in the lessee’s credit application, credit bureau report and other third-party data sources, together with information about the proposed lease financing to the lessee. For example, the sponsor might decline to enter into a lease agreement with a consumer who has a relatively lower credit score because that could indicate a higher probability of the lessee defaulting on a lease made to such lessee. However, while the sponsor employs a credit scoring system in the credit approval process, credit scoring does not eliminate the credit risk that individual lessees may nonetheless default on their obligations under their leases. Adverse changes in certain macroeconomic factors after origination could also negatively affect the overall credit performance of the sponsor’s lease portfolio.

In addition to the proprietary credit scoring system described above, the sponsor also utilizes other underwriting guidelines when determining whether to originate a particular lease. These underwriting guidelines are comprised of numerous evaluation criteria which may be used in total or in part, including (i) identification and assessment of the applicant’s willingness and capacity to repay the lease, including consideration of credit history and performance on past and existing obligations; (ii) credit bureau data; (iii) collateral identification and valuation; (iv) payment, loan-to-value and debt ratios; (v) insurance information; (vi) employment, income and residency verifications, as considered appropriate; (vii) alternative data sources, and (viii) in certain cases, the creditworthiness of a co-lessee. These underwriting guidelines, and the minimum credit risk profiles of applicants that can be approved based on the rank-ordering determined by the credit scorecards described above, are subject to change

 

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from time to time based on economic, competitive and capital market conditions as well as the sponsor’s overall origination strategies.

The sponsor originates leases through its underwriting specialists in regional credit centers. Underwriting personnel have a specific credit authority based upon their experience and established credit scoring parameters. More experienced specialists are assigned higher approval levels. If the suggested application attributes and characteristics exceed an underwriting specialist’s credit authority, each specialist has the ability to escalate the lease application to a more senior underwriter with a higher level of approval authority. Authorized senior underwriting officers may approve any lease application notwithstanding the underwriting guidelines as part of the overall underwriting process. Although the credit approval process is decentralized, the sponsor’s application processing system includes controls designed to ensure that credit decisions comply with the sponsor’s current credit scoring strategies and underwriting policies and procedures, including approval authorities.

The lease application packages that are completed by prospective lessees as part of the sponsor’s underwriting review process are received by the sponsor electronically, through web-based platforms that automate and accelerate the financing process. Upon receipt or entry of application data into the sponsor’s application processing system, a credit bureau report and other third-party data sources are automatically accessed and the sponsor’s proprietary credit score for the proposed lessee is computed.

Once the final financing terms for a lease are established, the lease application is assigned a final proprietary credit score by the credit scoring system, and a credit decision to approve or reject the lease application is made either through an automated system or by a credit underwriter or personnel with the required level of authority. Dealerships are contacted regarding credit decisions electronically. Declined applicants are also provided with appropriate notification of the decision.

For any Lease Assets that are approved for origination by the sponsor and that are identified for purchase by the titling trust, completed lease packages are sent to the sponsor by the related dealer. Lease documentation is scanned to create electronic images and electronically forwarded to the sponsor’s centralized lease processing department. A lease processing representative verifies certain contract and application information as appropriate. Lease terms, insurance coverage and other information may then be verified or confirmed with the customer or a third party. The originals of certain critical lease documents are subsequently sent to the sponsor and the sponsor contracts with a third party to maintain the original lease documents on the sponsor’s behalf.

Once a lease application has been approved and the origination process has been completed, the sponsor can direct the titling trust to purchase the related Lease Assets. The dealer signs an assignment agreement representing that it made all required disclosures to the lessee and that all such disclosures made by the dealer were complete and correct. For disclosures the sponsor cannot review because the error would not be apparent in the lease itself, it relies on the representations made by the dealer in the assignment agreement. The assignment agreement requires the dealer to apply immediately for a certificate of title for the leased vehicle naming the titling trust as the owner of the leased vehicle and naming the collateral agent as secured party. The sponsor reviews each certificate of title that it subsequently receives to confirm that the titling trust is identified as the leased vehicle’s owner and that the collateral agent’s security interest in the leased vehicle is properly noted.

Following the purchase of the leases by the titling trust, the sponsor’s credit review department analyzes a sample of leases to determine whether underwriting personnel exercised appropriate judgment consistent with the sponsor’s underwriting guidelines, authorization levels and overall corporate strategy.

The sponsor uses programs developed and maintained by service providers that allow the sponsor to complete the entire contracting process electronically. Approximately 60.25% of the automobile leases (based on the Lease Assets’ Aggregate Securitization Value as of the cutoff date) were originated as electronic automobile leases. Leases that are created electronically are electronically signed by the related

 

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lessees and are stored in an electronic vault that is maintained by a third-party to facilitate the process of creating and storing those electronic leases. The third-party system uses a combination of technological and administrative features that are designed to: (i) designate a single copy of the record or records comprising an electronic lease as being the single authoritative copy of the lease; (ii) manage access to and the expression of the authoritative copy; (iii) identify the sponsor as the owner of record of the authoritative copy; and (iv) provide a means for transferring record ownership of, and the exclusive right of access to, the authoritative copy from the current owner of record to a successor owner of record. The sponsor typically does not maintain physical copies of any electronic leases.

Servicing of Lease Assets

The sponsor is responsible for servicing all of the Lease Assets owned by the titling trust, including the Lease Assets that are assigned to the designated pool. The sponsor’s servicing activities include collecting and processing lessee payments; responding to lessee inquiries; initiating contact with lessees who are delinquent in payment; arranging for the repossession of leased vehicles, liquidation of leased vehicles; pursuit of deficiencies when appropriate; and management of the end of lease process. As servicer, the sponsor will also prepare monthly investor reports, provide payment instructions to the indenture trustee and prepare annual compliance reports. GM Financial services under the “GM Financial” brand and may service under other GM and GM Financial affiliate brand names.

From late December 2017 into early January 2018, the sponsor completed a servicing system upgrade and conversion for its retail automobile loan contract and automobile lease portfolios. This conversion included transitioning from a system that utilized a variety of internal and third-party platforms to a system that utilizes a single platform. The transition required a scheduled, multiday system downtime, during which there was no customer contact because the servicing system was not accessible. Although the conversion of active accounts was completed successfully, full system functionality was delayed for several months following the conversion. Due to this reduced functionality, the monthly securitization data for the securitization trusts set forth in Annex A to this prospectus reflect anomalies in credit performance metrics.

At the time of the origination of any lease, each leased vehicle is required to be covered by a comprehensive and collision insurance policy in accordance with the sponsor’s customary servicing procedures. Approximately twenty (20) days before a lessee’s monthly payment due date, the sponsor mails the lessee a billing statement directing the lessee to mail payments to a lockbox provider. Payment receipt data is electronically transferred from the lockbox provider for posting to the sponsor’s accounting system. Payments may also be received from lessees via electronic transmission of funds. Lessees participating in reward or loyalty programs sponsored by the sponsor or any of its affiliates may use points accrued under the program to offset a limited amount of their monthly payment, in which case the sponsor shall remit the offset amount out of its own funds to the servicer.

Collections

The sponsor services the lease portfolio through its operation centers in Arlington, Texas and San Antonio, Texas. A predictive dialing system is utilized to make telephone calls to lessees in the early stages of delinquency. The predictive dialer is a computer-controlled telephone dialing system that simultaneously dials phone numbers of multiple lessees from a file of records extracted from the sponsor’s database. Once a connection is made to the automated dialer’s call, the system automatically transfers the call to a collector and the relevant account information to the collector’s computer screen. By eliminating the time spent on attempting to reach lessees, the system gives a single collector the ability to contact a larger number of lessees daily.

Once an account reaches a certain level of delinquency, the account moves to one of the sponsor’s advanced collection units. The objective of these collectors is to resolve the delinquent account. The sponsor may repossess a leased vehicle if an account is deemed uncollectible; the leased vehicle is

 

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deemed to be in danger of being damaged, destroyed or hidden; the sponsor determines that the lessee is dealing in bad faith; or the lessee voluntarily surrenders the leased vehicle to the sponsor.

Repossessions

Repossessions are subject to prescribed legal procedures, which include peaceful repossession, one or more lessee notifications, a prescribed waiting period prior to disposition of the repossessed leased vehicle and return of personal items to the lessee. Some jurisdictions provide the lessee with reinstatement or redemption rights. Legal requirements, particularly in the event of bankruptcy of the lessee, may restrict the sponsor’s ability to repossess a vehicle or dispose of the repossessed leased vehicle. All repossessions must be approved by the designated level of authority. The sponsor engages independent repossession firms to handle repossessions. Upon repossession and after any prescribed waiting period, the repossessed leased vehicle is sold at auction. The proceeds from the sale of the leased vehicle at auction, and any other recoveries, are credited against the remaining balance outstanding under the related lease. Auction proceeds from sale of the repossessed vehicle and other recoveries may not be sufficient to cover the remaining balance outstanding under the related lease, and the resulting deficiency is written-off. The sponsor pursues collection of deficiencies when it deems such action to be appropriate.

The sponsor’s policy is to charge off an account in the month in which the account becomes one-hundred twenty (120) days contractually delinquent if it has not repossessed the related leased vehicle. The sponsor also charges off accounts in repossession when the leased vehicle is repossessed and legally available for disposition. A charge-off represents the difference between the estimated net sales proceeds and the amount of the delinquent lease, including rental income. Accounts in repossession that have been written-off are removed from lease receivables on the sponsor’s consolidated balance sheet and the related repossessed leased vehicles are included in other assets at net realizable value on the consolidated balance sheet pending disposal. The value of the collateral underlying the sponsor’s lease portfolio is updated periodically with an asset-by-asset link to a third-party residual analytics company. This data, along with the sponsor’s own experience relative to mileage and vehicle condition, are used for evaluating collateral disposition activities.

Leased Vehicle Residual Values and Return Rates

The sponsor projects expected residual values and return volumes of the leased vehicles the titling trust owns. Actual proceeds realized upon the sale of returned leased vehicles at lease termination may be lower than the amount projected, which reduces the profitability of the lease transaction to the sponsor. Economic and market conditions can affect the value of the returned leased vehicles. Such factors include general economic environment, degree of new and used vehicle demand, and vehicle specific factors such as the perceived quality, safety or reliability of returned vehicles. All of these, alone or in combination, have the potential to adversely affect the profitability of the sponsor’s lease program and financial results.

Valuation of Automobile Lease Assets and Residuals

The titling trust is consolidated with the sponsor for accounting purposes and the sponsor accounts for the titling trust’s investments in Lease Assets as operating leases. In accounting for operating leases, the sponsor must make a determination at the beginning of the lease agreement of the estimated realizable value (i.e., residual value) of the leased vehicle at the end of the lease. Due to the manufacturer’s ability to support residual values, the customer’s Contract Residual Value (as defined in the Glossary), which is the residual value that is set forth in the lease agreement, may not represent the sponsor’s estimate of the market value of the leased vehicle at the end of the lease term. The sponsor predominantly uses the residual value forecasts published in independent industry guides that are used in the automotive finance industry, such as Automotive Lease Guide, or ALG, as the basis for the Contract Residual Value. The lessee is obligated to make payments during the term of the lease for the difference between the purchase price of the leased vehicle and the related Contract Residual Value, plus an implied

 

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APR or money factor. However, since the lessee is not obligated to purchase the leased vehicle at the end of the lease term, the sponsor is exposed to a risk of loss to the extent the value of the leased vehicle at the end of the lease term is below the residual value set at the related lease’s inception. The sponsor will periodically perform a detailed review of the estimated realizable value of leased vehicles to assess the appropriateness of the carrying value of Lease Assets for its own accounting purposes, but no such adjustment to the carrying value will impact the treatment of, Securitization Value (as defined in the Glossary) of, or recoveries with respect to any Lease Assets assigned to a designated pool.

To account for residual risk, the sponsor depreciates automobile operating Lease Assets to their estimated realizable value on a straight-line basis over the related lease term. The estimated realizable value of a Lease Asset is initially based on the Contract Residual Value established at the lease’s inception. Over the life of the lease, the sponsor evaluates the adequacy of the estimate of the realizable value and may make adjustments to the extent the expected value of the leased vehicle at termination changes. Any such adjustments would result in a change in the depreciation rate of the Lease Asset for the sponsor’s accounting purposes but would not impact the treatment of, Securitization Value of or recoveries with respect to any Lease Assets assigned to a designated pool.

End of Lease Process

Approximately six (6) to twelve (12) months prior to a lease’s scheduled end date, GM Financial will notify the lessee of the current scheduled lease end date, the lessee’s options, obligations at lease end and the vehicle inspection process. At four (4) months prior to the scheduled lease end date, the sponsor will again notify the lessee of the current scheduled lease end date and summarize the end-of-term process. The dealer through which the lessee obtained the lease and/or the sponsor may also contact the lessee near the current scheduled lease end date to determine whether at the end of the lease the lessee intends to purchase the leased vehicle or to return the leased vehicle.

Because all of the leases are closed end leases, the titling trust, not the lessee, assumes the residual risk on the leased vehicle. The lessee may purchase the leased vehicle at lease end by paying the purchase price stated in the lease agreement, which equals the Contract Residual Value determined at origination of the lease, plus any fees and all other amounts owed under the lease. If the lessee decides not to purchase the leased vehicle, the lessee must return it to the dealer by the lease’s current scheduled lease end date. The servicer may agree to grant term extensions up to the number of months permitted by the servicer’s then-current servicing standards (which the servicer does not expect to exceed 12 months), in which case the Maturity Date (as defined in the Glossary) on their lease agreement is extended, and the lessee is responsible for additional Monthly Payments (as defined in the Glossary) until the leased vehicle is returned or purchased.

If the lessee plans to return the leased vehicle, the vehicle is inspected to determine its current condition. An inspection may occur up to one hundred and twenty (120) days prior to the current scheduled lease end date, but most commonly occurs forty-five (45) days before that date. The inspection is conducted by a third-party inspection company engaged by the sponsor. After the inspection is complete, the lessee is typically provided the results of the vehicle inspection and the amount the lessee would owe, in lieu of repairs, for excess wear and use on the leased vehicle. If the vehicle inspection is not completed before the vehicle is returned, the vehicle will be inspected shortly after it is returned. The sponsor utilizes its proprietary online grounding tool to expedite the lease turn-in process.

The sponsor seeks to maximize net sale proceeds, which equal gross auction proceeds less expenses such as auction fees and costs for reconditioning and transporting the leased vehicles. The sponsor sells returned leased vehicles through its exclusive online channel, which is available to the grounding dealer and other GM dealerships prior to broader dealer access and if necessary by disposition through the sponsor’s nationwide wholesale auction partners.

 

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When a vehicle is sold after being returned at the end of the lease, there will be a residual gain on the vehicle if the net sale proceeds of the vehicle are greater than the vehicle’s estimated residual value as determined in accordance with the then-current Automotive Lease Guide upon origination of the related lease agreement. Conversely, there will be a residual loss on the vehicle if the net sale proceeds of the vehicle are less than the vehicle’s estimated residual value as determined in accordance with the then-current Automotive Lease Guide upon origination of the related lease agreement.

Early Termination

A lessee may terminate a lease prior to the original scheduled Maturity Date. For early terminations, the lessee must pay the lesser of (i) all remaining Monthly Payments due under the lease or (ii) the amount by which all remaining Monthly Payments due under the lease plus the Contract Residual Value under the lease exceeds the net sale proceeds received when the leased vehicle is sold. In either case, the lessee will also be obligated to pay any charges for excess mileage, excess wear and use, any early termination charges permitted under the lease and, in certain cases, a disposition fee. A lessee may also terminate a lease and purchase the related leased vehicle at any time by paying all remaining Monthly Payments due under the lease and the Contract Residual Value.

Risk Management

The sponsor’s credit risk management function is responsible for monitoring the lease approval process and supporting the supervisory role of senior operations management. Key variables, such as lease applicant data, credit bureau and credit score information, lease structures and terms and payment histories are tracked. The data science department regularly reviews the performance of the sponsor’s credit scoring system and is responsible for the development and enhancement of the sponsor’s credit scorecards.

The sponsor’s underwriting guidelines and credit decisioning models are regularly modified, updated and enhanced. Post-funding credit performance is also monitored and analyzed by the sponsor’s credit risk management department to determine if any process changes are required depending on the sponsor’s strategic objectives and/or economic conditions. Additionally, key variables such as lease applicant data, credit bureau and credit score information, lease structures and terms and payment histories are tracked by the sponsor. The sponsor’s credit risk management department regularly monitors the credit scorecards that it utilizes to evaluate lessee applications by tracking actual performance versus projected performance by credit score. The sponsor periodically revises and refines its proprietary scorecards based on new information, including identified correlations between portfolio performance and data obtained in the underwriting process. Credit performance reports track lease portfolio performance at various levels of detail including total company, credit center and dealership. Various monthly reports and analytical data are also generated to monitor credit quality as well as to refine the structure and mix of new lease originations. All of this ongoing analysis is regularly reviewed and analyzed by the sponsor to aid it in adjusting and improving its lease origination processes and decisioning.

The sponsor’s centralized credit review departments conduct regular targeted reviews of, and provide recurring reporting and monitoring of, new originations, including lease originations. The primary objectives of the reviews are to identify risks and associated controls, to measure compliance with the sponsor’s written policies and procedures and to examine the credit decisions that are generated during the originations process.

The Sponsor’s General Securitization Experience

Under the AmeriCredit Automobile Receivables Trust, or AMCAR, program, which primarily includes sub-prime automobile loan contracts, the sponsor has previously sponsored over 100 publicly offered securitizations since 1994. The sponsor also completed three publicly offered transactions under

 

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the AmeriCredit Prime Automobile Receivables Trust, or APART, program between 2007 and 2009, which primarily included prime and near-prime automobile loan contracts. In 2015 the sponsor began to sponsor securitizations backed by dealer floorplan receivables under its GMF Floorplan Owner Revolving Trust, or GFORT, program; and in 2018, the sponsor began to sponsor publicly offered securitizations backed by prime automobile loan contracts under its GM Financial Consumer Automobile Receivables Trust, or GMCAR, program.

The Sponsor’s Lease Securitization Program

Under the GM Financial Automobile Leasing Trust, or GMALT, program, which primarily includes prime Lease Assets, the sponsor has previously sponsored 30 securitizations since the beginning of 2014.

Each of the sponsor’s previous lease 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 the sponsor and the sponsor 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. The sponsor served and, with respect to the outstanding transactions, continues to serve as servicer on each transaction.

The Sponsor’s Static Pool Information

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 “The Designated Pool—Composition of the Designated Pool.” These differences may make it unlikely that the designated pool described in this prospectus will perform in the same way that any Lease Assets described in Annex A have performed.

Static pool information for the designated pools of Lease Assets previously securitized by the sponsor in connection with publicly offered transactions is contained in Annex A. 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 the sponsor. There can be no assurance that the performance of designated pools in prior periods as described in Annex A will correspond to or be an accurate predictor of the performance of the Lease Assets included in the designated pool.

Trust Property

The issuing entity’s assets will principally include:

 

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the exchange note;

 

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amounts that are held in the reserve account and the exchange note collection account; and

 

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rights under the Transaction Documents.

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. Any proceeds of the trust property will be distributed according to the Indenture.

 

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The Designated Pool

Criteria for Selecting the Lease Assets in the Designated Pool

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

 

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the lease was originated in the United States and each lessee has a billing address in the United States or a United States territory;

 

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the lease is payable solely in US dollars;

 

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the lessee is not subject to a current bankruptcy proceeding;

 

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the lessee is required to maintain physical damage and liability insurance policies;

 

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the leased vehicle is titled in the name of the titling trust and the collateral agent is listed as the recorded lienholder (or the servicer has commenced procedures that will result in properly completed, executed applications for such title so naming the titling trust and the collateral agent);

 

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the lease provides for equal monthly payments by the lessee;

 

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the lease is not more than thirty (30) days past due as of the cutoff date and is not a Liquidated Lease, a Defaulted Lease or a Delinquent Lease (in each case, as defined in the Glossary);

 

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the lease has an original term of not less than twelve (12) months and not greater than sixty (60) months;

 

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the lease agreement is fully assignable by the lessor and does not require the consent of the related lessee or any other Person as a condition to any transfer, sale, assignment or granting of a security interest of the rights thereunder to or by the titling trust; and

 

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the leased vehicle is an automobile, light duty truck or utility vehicle manufactured by GM, or an affiliate thereof.

The sponsor’s portfolio of leases changes over time as a result of changes in the sponsor’s underwriting guidelines for lease agreements and marketing programs sponsored by the sponsor.

Composition of the Designated Pool

The information relating to the designated pool presented in this prospectus shows the characteristics of the designated pool as of the cutoff date, which is the close of business on April 2, 2024. As of the cutoff date, the Lease Assets had an Aggregate Securitization Value (as defined in the Glossary) of $1,521,812,439.44.

The composition of the designated pool and distribution of the designated pool by credit bureau score at origination, original term, scheduled lease end date, vehicle type, vehicle make, vehicle model and geographic location are detailed in the following tables:

 

57

Composition of the Designated Pool

as of the Cutoff Date⁽¹⁾

 

		Average				Minimum				Maximum				Total
Securitization Value(2)		$	32,066.51			$	10,021.97			$	149,423.11			$	1,521,812,439.44
Base Residual Value		$	24,083.39			$	7,219.00			$	82,801.00			$	1,142,949,345.81
Base Residual Value as a Percentage of Securitization Value															75.10%
Discounted Base Residual Value(3)		$	19,588.94			$	5,102.62			$	63,382.58			$	929,651,779.99
Discounted Base Residual Value(3) as a Percentage of Securitization Value															61.09%
Number of Leases															47,458
Original Term (months)			35(4)				24				48
Remaining Term (months)			26(4)				3				45
Seasoning (months)			9(4)				3				45
Weighted Average Credit Bureau Score(4)(5)															781
Leases relating to new Leased Vehicles as a Percentage of Securitization Value															100%

                     

 

(1)	For a description of how information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Designated Pool—Asset-Level Data About the Lease Assets.”

(2)	Securitization Value is defined in the Glossary.

(3)	The Discount Rate used to generate the Discounted Base Residual Value is defined in the Glossary.

(4)	Weighted averages are weighted by the Securitization Value of each Lease as of the cutoff date.

(5)	Weighted average calculation excludes zero or null credit bureau scores.

 

58

Distribution of the Leases in the Designated Pool by Credit Bureau Score

as of the Cutoff Date⁽¹⁾

 

Credit Bureau Score		Aggregate  Securitization Value				Percentage of Aggregate  Securitization  Value(2)				Number of Leases				Percentage of  Number of  Leases(2)
Greater than 849		$	238,409,073.22				15.67	%			7,911				16.67	%
800 - 849			441,357,102.80				29.00	%			14,084				29.68	%
750 - 799			355,092,620.80				23.33	%			10,929				23.03	%
700 - 749			299,789,262.04				19.70	%			9,057				19.08	%
650 - 699			142,163,824.54				9.34	%			4,193				8.84	%
600 - 649			36,296,463.73				2.39	%			1,035				2.18	%
Less than 600			8,704,092.31				0.57	%			249				0.52	%
Total		$	1,521,812,439.44				100.00	%			47,458				100.00	%

                    

 

(1)	For a description of how information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Designated Pool—Asset-Level Data About the Lease Assets.”

(2)	Percentages may not sum to 100.00% due to rounding.

Distribution of the Leases in the Designated Pool by Original Term

as of the Cutoff Date⁽¹⁾

 

Original Term		Aggregate  Securitization Value				Percentage of Aggregate  Securitization  Value(2)				Number of Leases				Percentage of  Number of  Leases(2)
13 - 24 months		$	233,685,312.39				15.36	%			8,117				17.10	%
25 - 36 months			812,012,388.83				53.36	%			26,489				55.82	%
37 - 39 months			348,485,770.84				22.90	%			10,224				21.54	%
40 - 48 months			127,628,967.38				8.39	%			2,628				5.54	%
Total		$	1,521,812,439.44				100.00	%			47,458				100.00	%

                     

 

(1)	For a description of how information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Designated Pool—Asset-Level Data About the Lease Assets.”

(2)	Percentages may not sum to 100.00% due to rounding.

 

59

Distribution of the Leases in the Designated Pool by Scheduled Lease End Date

as of the Cutoff Date⁽¹⁾

 

Scheduled       Lease End Date		Aggregate Securitization Value				Percentage of Aggregate  Securitization  Value(2)				Number of Leases				Percentage of  Number of Leases(2)
3rd Quarter 2024		$	21,738,032.20				1.43%				898				1.89%
4th Quarter 2024			19,286,617.34				1.27%				729				1.54%
1st Quarter 2025			23,922,286.40				1.57%				906				1.91%
2nd Quarter 2025			52,092,030.34				3.42%				1,935				4.08%
3rd Quarter 2025			72,119,184.41				4.74%				2,753				5.80%
4th Quarter 2025			150,869,111.89				9.91%				5,253				11.07%
1st Quarter 2026			190,044,811.13				12.49%				6,759				14.24%
2nd Quarter 2026			200,859,215.12				13.20%				6,418				13.52%
3rd Quarter 2026			200,861,751.45				13.20%				6,100				12.85%
4th Quarter 2026			200,852,598.28				13.20%				5,853				12.33%
1st Quarter 2027			200,872,141.64				13.20%				5,594				11.79%
2nd Quarter 2027			86,380,524.03				5.68%				2,232				4.70%
3rd Quarter 2027			28,037,105.01				1.84%				582				1.23%
4th Quarter 2027			55,259,038.15				3.63%				1,074				2.26%
1st Quarter 2028			18,617,992.05				1.22%				372				0.78%
Total		$	1,521,812,439.44				100.00%				47,458				100.00%

                     

 

(1)	For a description of how information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Designated Pool—Asset-Level Data About the Lease Assets.”

(2)	Percentages may not sum to 100.00% due to rounding.

Distribution of the Leases in the Designated Pool by Vehicle Type

as of the Cutoff Date⁽¹⁾

 

Vehicle Type		Aggregate  Securitization Value				Percentage of Aggregate  Securitization  Value(2)				Number of Leases				Percentage of  Number of  Leases(2)
Car		$	51,989,472.44				3.42	%			1,616				3.41	%
CUV(3)			917,702,416.70				60.30	%			34,043				71.73	%
SUV(4)			148,230,687.13				9.74	%			2,231				4.70	%
Truck			403,889,863.17				26.54	%			9,568				20.16	%
Total		$	1,521,812,439.44				100.00	%			47,458				100.00	%

                     

 

(1)	For a description of how information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Designated Pool—Asset-Level Data About the Lease Assets.”

(2)	Percentages may not sum to 100.00% due to rounding.

(3)	CUV means crossover utility vehicle.

(4)	SUV means sport utility vehicle.

 

60

Distribution of the Leases in the Designated Pool by Vehicle Make

as of the Cutoff Date⁽¹⁾

 

Vehicle Make		Aggregate  Securitization Value				Percentage of Aggregate   Securitization   Value(2)				Number of Leases				Percentage of  Number of Leases(2)
Buick		$	148,156,913.26				9.74%				5,636				11.88%
Cadillac			235,672,018.68				15.49%				5,446				11.48%
Chevrolet			845,663,989.62				55.57%				28,462				59.97%
GMC			292,319,517.88				19.21%				7,914				16.68%
Total		$	1,521,812,439.44				100.00%				47,458				100.00%

                    

 

(1)	For a description of how information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Designated Pool—Asset-Level Data About the Lease Assets.”

(2)	Percentages may not sum to 100.00% due to rounding.

Distribution of the Leases in the Designated Pool by Vehicle Model

as of the Cutoff Date^(1)*

 

Vehicle Model		Aggregate  Securitization Value				Percentage of Aggregate   Securitization   Value(2)				Number of Leases				Percentage of  Number of Leases(2)
Silverado		$	242,970,393.11				15.97%				5,963				12.56%
Equinox			205,706,388.75				13.52%				9,235				19.46%
Sierra			132,823,815.09				8.73%				2,773				5.84%
Blazer			120,349,905.83				7.91%				4,105				8.65%
Traverse			99,960,593.88				6.57%				3,083				6.50%
Acadia			61,153,305.78				4.02%				2,163				4.56%
XT5			59,062,288.96				3.88%				1,590				3.35%
Terrain			53,563,584.39				3.52%				2,157				4.55%
Encore			52,267,844.37				3.43%				2,502				5.27%
Tahoe			50,085,809.28				3.29%				921				1.94%
Escalade			48,106,575.54				3.16%				524				1.10%
Envision			47,206,292.30				3.10%				1,650				3.48%
Trax			41,186,186.74				2.71%				2,018				4.25%
XT6			41,067,750.20				2.70%				933				1.97%
Enclave			39,685,282.72				2.61%				1,107				2.33%
Trailblazer			38,412,454.20				2.52%				1,805				3.80%
XT4			35,799,129.78				2.35%				1,081				2.28%
CT5			26,218,297.97				1.72%				697				1.47%
Yukon			20,181,638.97				1.33%				317				0.67%
Colorado			17,546,643.33				1.15%				529				1.11%
Suburban			15,808,501.33				1.04%				268				0.56%
Other(3)			72,649,756.92				4.77%				2,037				4.29%
Total		$	1,521,812,439.44				100.00%				47,458				100.00%

                    

 

(1)	For a description of how information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Designated Pool—Asset-Level Data About the Lease Assets.”

(2)	Percentages may not sum to 100.00% due to rounding.

(3)	Vehicle models representing less than 1.00% of the Aggregate Securitization Value of the designated pool as of the cutoff date.

*See “Risk Factors—Risks Related to the Characteristics and Performance of the Leases in the Designated Pool and the Related Leased Vehicles—Concentration of leased vehicles to particular vehicle models may increase concentration risks” for more information about the possible effect of the concentration of leased vehicles in Silverado, Equinox, Sierra, Blazer and Traverse vehicle models.

 

61

Distribution of the Leases in the Designated Pool by Geographic Location

as of the Cutoff Date^(1)*

 

State(2)		Aggregate  Securitization Value				Percentage of Aggregate   Securitization   Value(3)				Number of Leases				Percentage of  Number of Leases(3)
Michigan		$	409,510,940.54				26.91%				13,903				29.30%
New York			233,174,751.21				15.32%				7,666				16.15%
Florida			133,038,201.49				8.74%				4,029				8.49%
Ohio			108,949,163.29				7.16%				3,663				7.72%
Texas			99,128,826.70				6.51%				2,186				4.61%
New Jersey			83,073,635.46				5.46%				2,618				5.52%
California			78,723,996.23				5.17%				2,138				4.51%
Pennsylvania			59,925,008.86				3.94%				2,034				4.29%
Indiana			34,651,473.49				2.28%				1,095				2.31%
Illinois			31,411,367.72				2.06%				940				1.98%
Wisconsin			26,827,219.21				1.76%				862				1.82%
Massachusetts			21,397,064.32				1.41%				650				1.37%
Minnesota			18,857,313.32				1.24%				566				1.19%
Other(4)			183,143,477.60				12.03%				5,108				10.76%
Total		$	1,521,812,439.44				100.00%				47,458				100.00%

                    

 

(1)	For a description of how information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Designated Pool—Asset-Level Data About the Lease Assets.”

(2)	Determined based on the billing address of the lessee on the lease.

(3)	Percentages may not sum to 100.00% due to rounding.

(4)	States or U.S. territories representing less than 1.00% of the Aggregate Securitization Value of the designated pool as of the cutoff date.

*See “Risk Factors—Risks Related to the Characteristics and Performance of the Leases in the Designated Pool and the Related Leased Vehicles—Geographic concentrations of lease assets may increase concentration risks” for more information about the possible effect of geographic concentrations of leases in Michigan, New York, Florida, Ohio, Texas, New Jersey and California.

Distribution of the Leases in the Designated Pool by Powertrain

as of the Cutoff Date⁽¹⁾

 

Vehicle Type		Aggregate  Securitization Value				Percentage of Aggregate   Securitization   Value(2)				Number of Leases				Percentage of  Number of Leases(2)
Internal Combustion		$	1,503,743,926.57				98.81%				47,111				99.27%
Hybrid Electric(3)			0.00				0.00%				0				0.00%
Battery Electric			18,068,512.87				1.19%				347				0.73%
Total		$	1,521,812,439.44				100.00%				47,458				100.00%

                    

 

(1)	For a description of how information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Designated Pool—Asset-Level Data About the Lease Assets.”

(2)	Percentages may not sum to 100.00% due to rounding.

(3)	Includes vehicles with a plug-in hybrid electric power source.

 

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

The sponsor, in its capacity 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. The sponsor will also represent that the Lease Assets in the designated pool satisfy the selection criteria, including those described under “The Designated Pool—Criteria for Selecting the Lease Assets in the Designated Pool.”

In addition, the sponsor will represent that:

 

•

the titling trust is the record owner of each related leased vehicle, or the sponsor, as servicer, has commenced procedures that will result in the titling trust being the recorded owner of such leased vehicle;

 

•

the collateral agent has a first priority perfected security interest, or the sponsor, as servicer, has commenced procedures that will result in the perfection of the collateral agent’s first priority security interest, in the Lease Assets in the designated pool;

 

•

all information furnished by the servicer or any of its affiliates will be true and accurate in every material respect on the date such information is stated or certified and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein misleading;

 

•

no servicer default or event which with giving of notice or lapse of time, or both, would become a servicer default has occurred and is continuing as of the closing date; and

 

•

the Lease Assets in the designated pool were originated and have been serviced in compliance with applicable laws in all material respects.

Certain of the representations and warranties that the servicer will make about the Lease Assets are subject to important qualifications or limitations, such as knowledge qualifiers, or relate to actions taken by a third-party, such as the related dealer. Therefore, the servicer may not be able to independently verify the facts underlying certain of the representations and warranties that it makes with respect to the Lease Assets.

The servicer has covenanted to service the Lease Assets in accordance with the standards set forth in the Servicing Agreement. Those covenants include (i) arranging for all certificates of title to be issued in the name of the titling trust and naming the collateral agent as lienholder, (ii) granting payment deferments and end of lease extensions with respect to lease agreements only in accordance with its customary servicing practices and not in any way that extends the term of any lease agreement past the exchange note final scheduled payment date and (iii) not modifying any lease agreement to change the related Contract Residual Value or Monthly Payment.

If any of the foregoing representations, warranties or covenants is breached and the breach is not cured, then the servicer will be obligated to redesignate the affected Lease Assets from the designated pool in the manner described under “Description of the Transaction Documents— Servicing—Obligations to Redesignate Lease Assets” to the extent the interests of the noteholders are materially and adversely affected by such breach. The sponsor’s obligation to redesignate ineligible Lease Assets from the designated pool will be the sole remedy of the issuing entity, the indenture trustee, the noteholders and the collateral agent for any losses resulting from a breach of the representations, warranties or covenants of the sponsor. None of the indenture trustee, the owner trustee or the depositor will have any duty to investigate whether any lease or leased vehicle may be an ineligible lease or leased vehicle.

Asset-Level Data About the Lease Assets

The depositor prepared asset-level data for the pool of Lease Assets and filed it with the SEC on exhibits to Form ABS-EE, or an asset-level data filing, on or prior to the date of the filing of this prospectus. Each initial asset-level data filing is incorporated by reference into this prospectus.

 

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Each initial asset-level data filing contains detailed information for each Lease Asset in the applicable pool about its identification, origination, contract terms, related leased vehicle, lessee, contract activity, servicing and status. The information presented in this prospectus about the Lease Assets is based on calculations made as of the cutoff date. The asset-level data presented in the initial asset-level data filings may have been calculated as of a different date. Further, certain characteristics of the Lease Assets are required to be calculated differently in the asset-level data filings than how they are calculated in this prospectus. As a result, certain asset-level data presented in this prospectus, including, but not limited to, such data related to remaining terms, weighted averages, credit bureau scores and geographic locations of lessees may not match the data presented in the initial asset-level data filings due to those differences in how this data is calculated.

Investors should carefully review each initial asset-level data filing. The depositor or the issuing entity will prepare updated asset-level data on a monthly basis with respect to the pool of Lease Assets transferred to the issuing entity and will file it with the SEC on exhibits to Form ABS-EE. For more details about the monthly asset-level data, you should read “Description of the Transaction Documents—Statements to Noteholders.”

Depositor Review of Lease Assets

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 and in the initial asset-level data filing 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 the sponsor reviewed and confirmed that the disclosure in this prospectus regarding origination and reporting systems and processes, underwriting guidelines, and eligibility and characteristics of the designated pool are accurate in all material respects. Additionally, the sponsor’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 agreements for inclusion based on set eligibility criteria described in the related prospectus. 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, the depositor has recalculated and reviewed the composition and stratification tables under “The Designated Pool” from the data tape and verified the data to be consistent with the related information in this prospectus. This recalculation and comparison found no material discrepancies.

To test the accuracy of certain characteristics of the data tape and the initial asset-level data filing, the depositor has randomly selected approximately 125 lease agreements 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 agreements such as vehicle model and year, original and remaining term, monthly base rent payment, residual values, maturity date, credit bureau score, and various other criteria. The depositor found no material discrepancies in the data points reviewed and compared.

This review is further supported by internal reviews performed by the sponsor during day-to-day procedures. Several departments within the sponsor 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 agreements to measure adherence with current underwriting guidelines. In addition, the Funding department ensures all information is complete and accurate on the lease

 

64

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 agreement 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.

The depositor designed procedures to test the accuracy of the transmission from the servicing system or origination system as well as databases housing additional information regarding the Lease Assets to the initial asset-level data. To the extent applicable, certain characteristics relating to the sampled Lease Assets that were captured in the data tape (and compared to the corresponding contract or origination or servicing system) were also compared to the initial asset-level data filing to determine whether any inaccuracies existed. In addition, certain characteristics relating to the sampled Lease Assets were made available in electronic copy for comparison to the applicable characteristics in the initial asset-level filing to determine whether any inaccuracies existed.

After conclusion of the review, the depositor has determined that it has reasonable assurance that the Rule 193 Information contained in this prospectus and in the initial asset-level data filing is accurate in all material respects.

Yield and Prepayment Considerations

Prepayments can be made on any of the leases at any time. If prepayments are received on the leases, their actual weighted average life may be shorter than their weighted average life would be if all payments were made as scheduled and no prepayments were made. Prepayments on the leases may include moneys received from liquidations of the leased vehicles and proceeds from credit life, credit disability, and casualty insurance policies. Weighted average life means the average amount of time during which any principal is outstanding on a lease.

The rate of prepayments on the leases may be influenced by a variety of economic, social, and other factors. Any risk resulting from faster or slower prepayments of the leases will be borne solely by the noteholders.

The rate of payment of principal of the notes will depend, in part, on the rate of payment, and the rate of prepayments on the leases. It is possible that the final payment on any class of notes could occur significantly earlier than the date on which the final distribution for that class of notes is scheduled to be paid. Any risk resulting from early payment of the notes will be borne solely by the noteholders.

The timing of changes in SOFR may affect the actual yields on the notes. Prospective investors must make an independent decision as to the appropriate SOFR assumptions to be used in deciding whether to purchase a note.

The tables below which are captioned “Percent of Initial Note Principal Amount at Various Prepayment Assumptions” are based on ABS and were prepared using the following assumptions:

 

(i)

the designated pool has the characteristics in the chart entitled “Payment Schedule of Leases,” which is set forth immediately after such tables and which shows the decline in Securitization Value and the payments received each month on the leases in the designated pool assuming (1) each Monthly Payment is made as scheduled with no prepayments, delays or defaults and (2) each leased vehicle is returned and sold for an amount equal to its Base Residual Value (as defined in the Glossary) in the month after the month in which the final Monthly Payment is due;

 

(ii)

each Monthly Payment is made on the last day of each calendar month, whether or not that day is a business day, beginning in April 2024;

 

65

(iii)

payments on the notes are made on the 20th day of each month, whether or not that day is a business day, beginning on June 20, 2024;

 

(iv)

the Class A-2-A Notes and the Class A-2-B Notes constitute a single class having equal rights to payments of principal and interest, which will be made on a pro rata basis based on their respective outstanding principal amounts;

 

(v)

no exchange note default occurs under the Exchange Note Supplement;

 

(vi)

no event of default occurs under the Indenture;

 

(vii)

the servicing fee is equal to 1.00% per annum of the Aggregate Securitization Value of the Lease Assets as of the first day of the collection period;

 

(viii)

the indenture trustee, the collateral agent, the owner trustee and the asset representations reviewer receive monthly fees equal to $667 in the aggregate;

 

(ix)

investment income on amounts on deposit in the trust accounts equals zero;

 

(x)

all prepayments on the leases are prepayments in full (and the residual values of the related leased vehicles are paid in full) and there were no defaults or losses;

 

(xi)

as of the cutoff date, nine months have elapsed since the inception of the leases in the aggregate;

 

(xii)

the closing date is assumed to be May 16, 2024;

 

(xiii)

except as indicated in the following tables, the servicer does not exercise its option to purchase the exchange note after the aggregate principal amount of the notes has declined to 10% or less of the aggregate principal amount of the notes on the closing date;

 

(xiv)

the Aggregate Securitization Value of the Lease Assets is $1,521,812,439.44, based on the Discount Rate (as defined in the Glossary);

 

(xv)

the reserve account is funded at all times with an amount equal to $3,804,531.10;

 

(xvi)

the initial principal amount of the Class A-1 Notes is $188,680,000, the Class A-2-A Notes is $128,620,000, the Class A-2-B Notes is $385,860,000, the Class A-3 Notes is $465,470,000, the Class A-4 Notes is $65,500,000, the Class B Notes is $66,220,000, the Class C Notes is $61,670,000 and the Class D Notes is $38,050,000;

 

(xvii)

interest accrues on the Class A-1 Notes and the Class A-2-B Notes on an actual/360 day count and interest accrues on the Class A-2-A Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes on a 30/360 day count; and

 

(xviii)

interest accrues on the notes at the following per annum assumed rates: Class A-1 Notes, 5.747%; Class A-2-A Notes, 5.75%; Class A-2-B Notes, 5.98000%; Class A-3 Notes, 5.78%; Class A-4 Notes, 5.82%; Class B Notes, 6.22%; Class C Notes, 6.30% and Class D Notes, 6.39%.

Prepayments on leases can be measured against prepayment standards or models. The model used in this prospectus is expressed in terms of percentages of the Absolute Prepayment Model, or ABS, which assumes that a constant percentage of the original number of leases in the designated pool prepays each month. The percentage of prepayments that is assumed for ABS is not a historical description of prepayment experience on pools of leases or a prediction of the anticipated rate of prepayment on either the designated pool or on any pool of leases. It should not be assumed that the actual rate of prepayments on the leases will be in any way related to the percentage of prepayments that are assumed for ABS in this prospectus.

The following tables were prepared making certain assumptions about prepayments on the leases in the designated pool, or Prepayment Assumptions. Under the 100% Prepayment Assumption, it is assumed that the Lease Assets in the designated pool will prepay as follows: (1) in month one, prepayments will occur at 0.120% ABS; (2) prepayments will increase by approximately 0.030% ABS in each of the months two through twenty-four, reaching 0.810% ABS in month twenty-four; (3) prepayments will remain at 0.810% ABS until month twenty-seven; (4) prepayments will increase by approximately 0.095% ABS in month twenty-eight, reaching 0.905% ABS; (5) prepayments will increase by approximately 0.090% ABS in month twenty-nine, reaching 0.995% ABS; (6) prepayments will remain at 0.995% ABS in month thirty; (7) prepayments will increase by

 

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