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GMF Leasing

Filed: 21 Dec 21, 1:37pm
Table of Contents

As filed with the Securities and Exchange Commission on December 21, 2021

Registration Nos. 333-            , 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM SF-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

 

 

GMF LEASING LLC

  ACAR LEASING LTD.

(Depositor for the trusts described herein)

 

(Exact name of registrant as specified in its charter)

A Delaware Limited Liability Company

IRS Employer Number: 27-4665015

Commission File Number of depositor: 333-            

  

(Titling Trust and Issuer with respect to the

Exchange Notes described herein)

(Exact name of registrant as specified in its charter)

A Delaware Statutory Trust

IRS Employer Number: 26-6107182

Commission File Number: 333-            

Central Index Key Number: 0001631055

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

(817) 302-7000

  

Central Index Key Number: 0001631030

1100 North Market Street

Wilmington, Delaware 19890

(302) 636-4140

 

 

AMERICREDIT FINANCIAL SERVICES, INC.

(Sponsor for the trusts described herein)

(Exact name of sponsor as specified in its charter)

A Delaware Corporation

Central Index Key Number of sponsor: 0001002761

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

(817) 302-7000

 

 

FRANK E. BROWN III, ESQ.

General Motors Financial Company, Inc.

801 Cherry Street

Fort Worth, Texas 76102

(817) 302-7521

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

 

 

Copy to:

JOHN P. KEISERMAN, ESQ.

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

(212) 940-6385

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ☒

If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities to be Registered  

        Amount to be        

Registered

  

Proposed Maximum

    Offering Price Per Unit    

  

Proposed Maximum

    Aggregate Offering Price    

  

Amount of

    Registration Fee(1)     

Auto Lease Asset Backed Securities

  (2)  (2)  (2)  (2)

Exchange Notes(3)

  (4)  (4)  (4)  (4)

 

 

(1)

Calculated in accordance with Rule 457(s) of the Securities Act of 1933.

(2)

An unspecified amount of securities of each identified class is being registered as may from time to time be offered at unspecified prices. The registrant is deferring payment of all of the registration fees for such securities in accordance with Rules 456(c) and 457(s) of the Securities Act of 1933.

(3)

Each exchange note (“Exchange Note”) issued by ACAR Leasing Ltd. will be backed by a designated pool of car, light truck and utility vehicle leases and the corresponding leased vehicles owned by ACAR Leasing Ltd. Each Exchange Note will be issued to AmeriCredit Financial Services, Inc. d/b/a GM Financial (“GM Financial”), sold by GM Financial to GMF Leasing LLC and sold by GMF Leasing LLC to one of the issuing entities that acts as an issuer of Auto Lease Asset Backed Securities. The Exchange Notes are not being offered to investors hereunder.

(4)

Not applicable.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants file a further amendment that specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement becomes effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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FORM OF PROSPECTUS

$            [or $            ] Asset-Backed Notes

GM Financial Automobile Leasing Trust 20    -    

Issuing Entity (CIK No.                 )

GMF Leasing LLC

Depositor (CIK No. 0001631055)

LOGO

 

  Sponsor and Servicer (CIK No. 0001002761)
              The issuing entity will issue -

 

We suggest that you read the section entitled “Risk Factors” on page 26 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.

 

  

 

·   [seven] classes of notes that are offered by this prospectus[; and

·   [[one] class of subordinated notes that is not offered by this prospectus. [This][These] class[es] of subordinated notes [[is][are] anticipated to be privately placed primarily with institutional investors]/[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 [of interest and, after the revolving period, of principal] on the                 (    ) day of each month, or, if not a business day, then on the next business day, beginning on             , 20    ; 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.

[GM Financial Automobile Leasing Trust 20    -    will offer asset-backed notes with an aggregate initial principal amount of $            or an aggregate initial principal amount of $            . If the aggregate initial principal amount of the notes is $            , the following notes will be offered:]

 

   Principal
      Amount[(1)]  [(7)]      
              Interest             
Rate
           Final Scheduled        
Payment  Date
   Price
    to Public[(2)]     
      Underwriting    
Discounts
  Proceeds
        to  Seller[(3)]        

Class A-1 Notes

      $                         %                , 20           %      %      %

Class A-2[-A] Notes[(4)]

      $                         %                , 20           %      %      %

[Class A-2-B Notes[(4)]

  [    $                  ]   

[30-day average
SOFR] +
    %[(5)][(6)]
 
 
 
   [            , 20    ]   [    %]  [    %]  [    %]

Class A-3 Notes

      $                         %                , 20           %      %      %

Class A-4 Notes

      $                         %                , 20           %      %      %

Class B Notes

      $                         %                , 20           %      %      %

Class C Notes

      $                         %                , 20           %      %      %

[Class D Notes]

  [    $                  ]   [    %]    [            , 20    ]   [    %]  [    %]  [    %]
  

 

      

 

  

 

  

 

      $                          $                      $                      $                  

 

 [(1)

If the aggregate initial principal amount of the notes is $            , the following notes will be offered: $            of Class A-1 Notes, $            aggregate amount of Class A-2[-A] Notes [and Class A-2-B Notes], $            of Class A-3 Notes, $            of Class A-4 Notes, $            of Class B Notes, $            of Class C Notes and $            of Class D Notes. The sponsor will make the determination regarding the aggregate initial principal amount of the notes based on, among other considerations, market conditions and investor demand at the time of pricing. See “Risk Factors—Risks associated with unknown aggregate initial principal amount of the notes.”]

 [(2)]

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

 [(3)]

Before deducting expenses, estimated to be $            .

 [[(4)]

The allocation of the principal amount between the Class A-2-A Notes and the Class A-2-B Notes will be determined on or before the date of pricing. [The issuing entity expects that the principal amount of the [Class A-2-B] Notes will not exceed $            .]]

 [[(5)]

The Class A-2-B Notes will accrue interest at a floating rate 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.”]

 

 [[(6)]

If the sum of [30-day average SOFR] +     % 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%.]


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 [[(7)]

At least 5% of the initial principal amount of each class of notes will be retained by the depositor or another majority-owned affiliate of the sponsor to satisfy the risk retention obligations of the sponsor described under “Credit Risk Retention”.][Note: For vertical risk retention only]

[The issuing entity will not pay principal during the revolving period, which is scheduled to terminate on             , 20    . However, if the revolving period terminates early as a result of an early amortization event, principal payments may commence prior to that date.] [The issuing entity will enter into a hedge agreement with [hedge counterparty] for the purpose of providing an additional source of funds for payments on the notes.]

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

 

Joint Bookrunners
[                ]  [                ]
Co-Managers for the Class A Notes
[                ]  [                ]  [                ]  [                ]
Prospectus dated         , 20    .


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[The registrant intends to utilize pay-as-you-go takedowns from the registration statement on Form SF-3 to which this form of prospectus relates (Registration No. 333-[            ]) and in connection with any corresponding issuance of securities the registrant will pay the related registration fee and include the following table in the related prospectus. The registration fees will be calculated in accordance with Rule 457(s) of the Securities Act of 1933, as amended]

 

Title of Each Class of

    Securities to be Registered    

  

Amount to be

Registered

  Proposed Maximum
Offering Price per Unit(1)
  

Proposed Maximum

Aggregate Offering Price(1)

  

Amount of

Registration Fee

Auto Lease Asset Backed Securities

  $             [(2)]      %  $              $            [(2)]

(1) Estimated solely for the purpose of calculating the registration fee.

[(2) Pursuant to Rule 457(p) of the General Rules and Regulations of the Securities Act of 1933, as amended, $            of the filing fees that were paid on                  , 20    in connection with a prior offering under Registration Statement No. 333-[            ] (originally filed on                 , 20    and under which the depositor and the issuing entity are registrants) are being offset against the filing fees related to the securities offered hereby. Pursuant to Rule 456(c) of the General Rules and Regulations under the Securities Act of 1933, as amended, the remaining $            of the filing fees related to securities offered hereby is paid herewith.]


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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.

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S-i


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Important Notice about the Information Presented in this Prospectus

 

· 

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

 

· 

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-            , 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-            -    . 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             , 20    under file number         -            .

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.

 

1


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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, 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

 

2


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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 AN E.U. QUALIFIED INVESTOR. 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.

 

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[Summary of Risk Factors]1

[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.

 

 · 

A variety of factors can affect the rate at which your notes amortize, including the rate at which obligors 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.

 

 · 

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.

 

 · 

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.

 

 · 

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.

 

 · 

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

 

 · 

[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 the benchmark would increase the amount due as interest payments on the Floating Rate Notes without any corresponding increase in the interest due on the lease assets which may cause you to experience delays or reductions in the payments on your notes.]

 

 · 

[During periods in which the floating rate payable by the hedge counterparty is substantially greater than [the fixed rates payable by the issuing entity under the interest rate swap transactions]/[the strike rate under the interest rate cap transaction], the issuing entity will be more dependent on receiving payments from the hedge counterparty in order to make interest payments on the notes. If the hedge counterparty fails to pay any required payment, you may experience delays and/or reductions in the interest and principal payments on your notes.]

 

 · 

[During periods in which the floating rate payable by the hedge counterparty under any interest rate swap transaction are less than the fixed rates payable by the issuing entity under the interest rate swap transaction, the issuing entity will be obligated to make a net swap payment to the hedge counterparty. If a net swap payment is due to the hedge counterparty on a distribution date and there are insufficient collections on the lease assets and insufficient funds on deposit in the reserve account to make payments of interest and principal on the notes, you may experience delays and/or reductions in the interest and principal payments on your notes.]

 

 

1 

To be included if Risk Factors exceed fifteen (15) pages.

 

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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[, including because of the COVID-19 pandemic or other economic factors].

 

 · 

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

 

 · 

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 trust collateral agent may not have a perfected security interest in those collections and they may be unavailable to noteholders.

 

 · 

[The impact of the COVID-19 pandemic on the leases in the designated pool is unknown and cannot be predicted. The COVID-19 pandemic has caused a significant increase in unemployment and economic uncertainty. High unemployment, lack of available credit and other factors that impact consumer confidence and disposable income 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.]

 

 · 

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.

 

 · 

The sponsor is subject to a wide variety of laws and regulations, including supervision by the Consumer Financial Protection Bureau, 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.

 

LOGO

 

 

(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 [Indenture Trustee], as 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 20    -    (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 [Indenture Trustee], 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[-A] Notes, [Class A-2-B 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)

 

LOGO

 

 

(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)

 

LOGO

 

 

 

(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

 

· 

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.

 

· 

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

 

· 

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

 

Transaction Overview

The titling trust, at the direction of the servicer, will designate a pool of leases and leased vehicles purchased by the titling trust from motor vehicle dealers (the designated pool) and will issue an exchange note backed by the designated pool (the exchange note) to the sponsor. The sponsor will sell the exchange note to the depositor and the depositor, in turn, will sell the exchange note to the issuing entity. The issuing entity will issue the notes under an indenture and will deliver the notes to the depositor as consideration 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. The depositor will deliver the net proceeds from its sale of the [publicly offered] notes to the sponsor as consideration for its sale of the exchange note to the depositor.

The Issuing Entity

GM Financial Automobile Leasing Trust 20    -    , or the issuing entity, is a Delaware statutory trust. The issuing entity will issue the notes and be liable for their payment. The issuing entity’s principal asset will be the exchange note.

The Depositor

GMF Leasing LLC, or the depositor, is a Delaware limited liability company which is a wholly-owned special-purpose subsidiary of GM

Financial. The depositor will sell the exchange note to the issuing entity.

The Sponsor, the Servicer and the Administrator

AmeriCredit Financial Services, Inc. d/b/a GM Financial or another General Motors’ affiliate branded name, or GM Financial, or the sponsor, or the servicer, or the administrator, is a Delaware corporation. GM Financial’s principal offices are located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102 and its telephone number is (817) 302-7000.

The sponsor will sell the exchange note to the depositor pursuant to the exchange note sale agreement, will service the lease assets in the designated pool on behalf of the issuing entity in its capacity as servicer pursuant to the servicing agreement and will serve as administrator of the issuing entity pursuant to an administration agreement.

The Titling Trust

ACAR Leasing Ltd., or the titling trust, is a Delaware statutory trust. The titling trust will issue the exchange note to the sponsor and owns the lease assets that comprise the designated pool that backs the exchange note. The titling trust is a wholly-owned subsidiary of the settlor.

 

 

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The Settlor

APGO Trust, or the settlor, is a Delaware statutory trust. The settlor is a wholly-owned subsidiary of the sponsor.

The Indenture Trustee

[Indenture Trustee], or the indenture trustee, is a [state/national] [entity type]. [Indenture Trustee] will serve as indenture trustee pursuant to the indenture.

The Administrative Agent and the Collateral Agent

[Administrative Agent], will serve as administrative agent, (in such capacity, the administrative agent) under the credit and security agreement and will serve as collateral agent (in such capacity, the collateral agent) under the credit and security agreement and the servicing agreement.

The Owner Trustee

[Owner Trustee], or the owner trustee, is a [state/national] [entity type]. [Owner Trustee] will serve as owner trustee not in its individual capacity but solely as owner trustee of the issuing entity, pursuant to the issuing entity’s trust agreement.

The Asset Representations Reviewer

[Asset Representations Reviewer], or the asset representations reviewer, is a [state/national] [entity type]. [Asset Representations Reviewer] will serve as asset representations reviewer pursuant to the asset representations review agreement.

[The Hedge Counterparty]

[[Hedge Counterparty], or the hedge counterparty, is a [state/national] [entity type]. In order to hedge against the interest rate risk that results from the fixed rate lease assets producing the income stream that will support the variable rate [Class A-2-B Notes], on the closing date, the issuing entity will enter into

either an interest rate swap transaction or an interest rate cap transaction with the hedge counterparty.]

[Statistical Calculation Date

            , 20    . This is the date that was used in preparing the statistical information that is presented in this prospectus.]

[Initial] Cutoff Date

            , 20    . Collections after this date on the [initial] lease assets included in the designated pool will be applied to make payments on the exchange note. Payments on the exchange note will be applied to make payments on the notes.

Closing Date

On or about             , 20    .

[Revolving Period

The revolving period will commence on the closing date and will end on the earlier of (i)             , 20    [date no later than the three year anniversary of the closing date] (after giving effect to distributions on that date), which is the scheduled amortization date, and (ii) the date on which an early amortization event occurs (prior to giving effect to any distributions made on that date if such date is a payment date). Early amortization events are described further in “Description of the Transaction Documents— Early Amortization Events.” If no early amortization event occurs, principal will first be distributable to the noteholders on the             , 20    payment date. If an early amortization event occurs, principal will first be distributable to the noteholders on the payment date immediately succeeding such early amortization event or, if the early amortization event occurs on a payment date, on the date on which the early amortization event occurs.]

Description of the Securities

The issuing entity will issue the asset-backed notes pursuant to the indenture. The notes are designated as the Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class

 

 

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A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes. [The Class A-2-B Notes are sometimes referred to as the Floating Rate Notes. The Class A-2-A Notes and the Class A-2-B Notes, collectively, are the Class A-2 Notes and constitute a single class having equal rights to payments of principal and interest, which will be made on a pro rata basis based on the principal amount of the Class A-2-A Notes and the Class A-2-B Notes, respectively.] The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to, collectively, as the Class A Notes. [The Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes are being offered by this prospectus and are sometimes referred to, collectively, as the notes. All or a portion of one or more classes of notes may be retained by the depositor or its affiliates.]/[The Class A Notes, the Class B Notes and the Class C Notes are being offered by this prospectus and are sometimes referred to, collectively, as the publicly offered notes. The Class D Notes are not being offered by this prospectus and will initially be retained by the depositor or an affiliate of the depositor. The Class D Notes are sometimes referred to as the retained notes.] For more information, see “Risk Factors—Risks Related to the Characteristics of the Notes—Retention 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.” [The publicly offered notes and the retained notes are sometimes referred to, collectively, as the notes.]

A residual certificate representing the residual interest in the issuing entity, the issuer trust certificate, will also be issued pursuant to the issuing entity’s trust agreement, but the issuer trust certificate will initially be retained by the depositor or an affiliate and is not being offered pursuant to this prospectus.

[Each]/[If the aggregate principal amount of the notes is $            , each] class of notes will have the initial principal amount, interest rate and final scheduled payment date listed in the following table[s]:

[Publicly Offered] Notes

 

     Class     

  Initial Principal
Amount[(1)][(5)]
 Interest
Rate
 Final
Scheduled
Payment Date
 

A-1

   $                       %              , 20     

A-2[-A[(2)]]

   $                           %              , 20     

[A-2-B[(2)]]

   [$                  ] [30-day average
SOFR] +
    %[(3)][(4)]
  [            , 20    

A-3

   $                       %              , 20     

A-4

   $                       %              , 20     

B

   $                       %              , 20     

C

   $                       %              , 20     

[D]

   [$                  ] [    %]  [            , 20    

[(1) The table above reflects the notes that will be offered in the aggregate initial principal amount of the notes is $            . If the aggregate initial principal amount of the notes is $            , the following notes will be offered: $            of Class A-1 Notes, $            aggregate amount of Class A-2[-A] Notes [and Class A-2-B Notes], $            of Class A-3 Notes, $            of Class A-4 Notes, $            of Class B Notes, $        of Class C Notes and $            of Class D Notes. The sponsor will make the determination regarding the aggregate initial principal amount of the notes based on, among other considerations, market conditions and investor demand at the time of pricing. See “Risk Factors—Risks associated with unknown aggregate initial principal amount of the notes.”]

[[(2)] The allocation of the principal amount between the Class A-2-A Notes and the Class A-2-B Notes will be determined on or before the date of pricing. [The issuing entity excepts that the principal amount of the Class A-2-B Notes will not exceed $            .[if the aggregate initial principal amount of the notes is $            , or $            if the aggregate initial principal amount of the notes is $            .]]]

[[(3)] The Class A-2-B Notes will accrue interest at a floating rate 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 the [30-day average SOFR] +         % 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%.]

[[(5)] At least 5% of the initial principal amount of each class of notes will be retained by the depositor or another majority-owned affiliate of the sponsor to satisfy the risk retention obligations of the sponsor described under “Credit Risk Retention”.]

 

 

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[Retained Notes]

 

     Class     

  

    Initial Principal    
Amount[(1)]

  

Interest

Rate

  

Final

Scheduled

Payment Date

[D]

  [$            ]  [    %]  [            , 20    ]

[(1) If the aggregate initial principal amount of the notes is $            , the initial principal amount of the Class [D] Notes will be $            .]

Interest on each class of notes will accrue during each interest period at the applicable interest rate.

[With respect to the Floating Rate Notes, interest will accrue at a floating rate based on [30-day average SOFR], as described further under “Description of the Notes—Determination of SOFR.”]

[The SOFR determination date for each interest period will be the second business day prior to the date on which such interest period begins.]

[The sponsor will make the determination regarding the initial principal amount of the notes based on, among other considerations, market conditions at the time of pricing. See “Risk Factors—Risks associated with unknown aggregate initial principal amount of the notes.”]

The notes will initially be issued in book-entry form only, and will be issued in minimum denominations of $1,000 and multiples of $1,000.

The notes will not be listed on any securities exchange.

You may hold your notes through The Depository Trust Company, or DTC, in the United States or through Clearstream Banking, société anonyme or Euroclear Bank SA/NV in Europe.

The notes will be secured solely by the exchange note and the other assets of the issuing entity which are described under “— Trust Property.”

Payment Dates

The payment date will be the                     (    ) day of each month, subject to the business day rule set forth below, commencing on             , 20    .

· Business day rule:

If any payment date is not a business day, then the distribution due on that date will be made on the next business day.

 

· Determination dates:

The determination date for each payment date is the close of business on the day that is                     (    ) business days prior to such payment date.

 

· Record dates:

The record date for each payment date is the close of business on the business day immediately preceding that payment date. The record date is the date as of which the indenture trustee will fix the identity of noteholders. Noteholders whose identities are fixed on a record date will receive payments on the related payment date.

 

· Collection periods:

The collection period for each payment date, with respect to the exchange note and the notes, is the calendar month immediately preceding the calendar month in which that payment date occurs or, for the first payment date, the period after the [initial] cutoff date to the close of business on             , 20    . Amounts received on the trust property during each collection period will be used to make the payments on the exchange note described under “—Payments on the Exchange Note” on the related payment date and those payments on the exchange note will be used to make the payments described under “—Payments on the Notes” on that payment date.

Exchange Note

The primary asset of the issuing entity will be the exchange note issued by the titling trust. The exchange note will be issued under a lending facility provided by the sponsor to the titling trust to finance the titling trust’s purchase of lease assets from motor vehicle dealers. On the closing date the titling trust will issue the exchange note and deliver the exchange note to the sponsor. The sponsor will then sell the

 

 

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exchange note to the depositor and the depositor will transfer the exchange note to the issuing entity.

On the closing date, the note balance of the exchange note will be $            [if the aggregate initial principal amount of the notes is $            , or $            if the aggregate initial principal amount of the notes is $            ]. The exchange note will accrue interest at a rate of         %.

The designated pool will support the exchange note. The titling trust will use amounts received on the designated pool after the [initial] cutoff date, or designated pool collections, to make payments on the exchange note. These amounts include:

 

· payments by or on behalf of the lessees on the leases;

 

· net proceeds from sales of leased vehicles; and

 

· proceeds from claims on insurance policies covering the lessees, the leases or the leased vehicles.

[The][Each] Designated Pool

The leases in [the][each] designated pool relate to automobiles, light duty trucks and utility vehicles. A lessee who complies with the terms of the lease will not be responsible for the value of the leased vehicle at the end of the lease.

The securitization value of a lease is the sum of the discounted present values of (1) the remaining scheduled base monthly payments due under such lease, plus (2) the base residual value of the related leased vehicle. These amounts are discounted for each lease asset at a rate equal to the greater of         % and the implicit lease rate under the related lease. The aggregate securitization value at any time is the sum of the securitization values of all lease assets in [the][each] designated pool.

See “Glossary” for more information about the calculation of securitization value, base residual value, aggregate securitization value and other related terms used in this prospectus.

Payments on the Exchange Note

As further described under “Description of the Transaction DocumentsDistributionsPayment Date Payments on the Exchange Note,” the servicer will instruct the indenture trustee to make the distributions from designated pool collections on each payment date in the following order of priority (except in those circumstances when the priority of payments set forth in “—Exchange Note Default” below is applicable):

 

1.

to the servicer, the designated pool servicing fee for the related calendar month to the extent such amounts were not retained by the servicer from designated pool collections;

 

2.

to the issuing entity, in its capacity as owner of the exchange note, interest due on the exchange note, which will be calculated as described under “—Interest” below;

 

3.

to the issuing entity, in its capacity as owner of the exchange note, principal payable on the exchange note, which will be calculated as described under “—Principal of the Exchange Note” below;

 

4.

to the issuing entity, in its capacity as owner of the exchange note, the amount, if any, by which the amounts that it is obligated to pay under items (1) through [(19)] below under “—Payments on the Notes,” on that payment date exceeds the amount it received pursuant to clauses (2) and (3) above, on that payment date; and

 

5.

all remaining amounts, to the issuing entity, in its capacity as owner of the exchange note.

Payments on the Notes

As further described under “Description of the Transaction DocumentsDistributionsPayment Date Payments on the Notes,” the servicer will instruct the indenture trustee to make the distributions from total available funds on each payment date in the following order of priority (except in those circumstances when the

 

 

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priority of payments set forth under “—Events of Default” is applicable):

 

1.

[if the hedge agreement is a swap agreement, to the hedge counterparty, net payments (excluding swap termination payments), if any, then due to it under the interest rate swap transaction;]

 

2.

to the indenture trustee, the owner trustee, the asset representations reviewer and any successor servicer, any accrued and unpaid fees, expenses and indemnities then due to each of them (to the extent those fees, expenses and indemnities were not paid by the servicer or administrator, as applicable), in each case subject to a maximum specified annual limit (provided that certain limits will not be applicable at any time that an event of default has occurred and is continuing);

 

3.

[pari passu (a)] to pay interest due on the Class A Notes [and (b) if the hedge agreement is a swap agreement, to the hedge counterparty, swap termination payments (so long as the hedge counterparty is not a defaulting party or the sole affected party with respect to the termination of the hedge agreement)];

 

4.

[after the revolving period,] to pay principal to the extent necessary to reduce the principal amount of the Class A Notes to the aggregate securitization value as of the last day of the related collection period, which amount will be paid as described under “—Principal of the Notes;”

 

5.

to pay the remaining principal amount of any Class A Notes on their respective final scheduled payment date;

 

6.

to pay interest due on the Class B Notes;

 

7.

[after the revolving period,] to pay principal, to the extent necessary, after giving effect to any payments made under clauses [(4)] and [(5)] above, to reduce the combined principal amount of the Class A Notes and Class B Notes to the aggregate securitization value as of the last day of the related collection period, which amount will be paid as described under “—Principal of the Notes;”

8.

to pay the remaining principal amount of the Class B Notes on their final scheduled payment date;

 

9.

to pay interest due on the Class C Notes;

 

10.

[after the revolving period,] to pay principal to the extent necessary, after giving effect to any payments made under clauses [(4)], [(5)], [(7)] and [(8)] above, to reduce the combined principal amount of the Class A Notes, Class B Notes and Class C Notes to the aggregate securitization value as of the last day of the related collection period, which amount will be paid as described under “—Principal of the Notes;”

 

11.

to pay the remaining principal amount of the Class C Notes on their final scheduled payment date;

 

12.

to pay interest due on the Class D Notes;

 

13.

[after the revolving period,] to pay principal to the extent necessary, after giving effect to any payments made under clauses [(4)], [(5)], [(7)], [(8)], [(10)] and [(11)] above, to reduce the combined principal amount of the Class A Notes, Class B Notes, Class C Notes and Class D Notes to the aggregate securitization value as of the last day of the related collection period, which amount will be paid as described under “—Principal of the Notes;”

 

14.

to pay the remaining principal amount of the Class D Notes on their final scheduled payment date;

 

15.

[during the revolving period, to the revolving account an amount equal to the noteholders’ principal distributable amount for the collection period, and after the revolving period,] to pay the noteholders’ principal distributable amount, which amount will be paid as described under “—Principal of the Notes;”

 

16.

to the reserve account, the amount necessary to cause the amount deposited therein to equal the reserve account required amount;

 

17.

[after the revolving period,] to pay principal to achieve the specified amount of overcollateralization, which will be paid as

 

 

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described below under “—Principal of the Notes;”

 

18.

[if the hedge agreement is a swap agreement, to the hedge counterparty, any unpaid swap termination payments;]

 

19.

to pay each of the indenture trustee ,the owner trustee, the asset representations reviewer and any successor servicer, all amounts due to the extent not paid in item [(2)] above; and

 

20.

to the certificateholder in the issuing entity, all remaining amounts.

See “Glossary” for more information about the calculation of total available funds, principal distributable amount, reserve account required amount, accelerated principal amount and other related terms used in this prospectus.

Interest

Interest on the exchange note and the notes will be payable on each payment date. The interest period relating to each payment date will be the period from and including the most recently preceding payment date—or, in the case of the first payment date, from and including the closing date—to but excluding the related payment date. Interest on the exchange note will accrue at the interest rate for the exchange note during each interest period and interest on each class of notes will accrue at the interest rate for that class during each interest period. Interest payable on the Class A Notes will be paid pari passu to the holders of the Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes and the Class A-4 Notes.

Interest on the Class A-1 Notes [and the Class A-2-B Notes] will be calculated on an “actual/360” basis. Interest on the other classes of notes will be calculated on a “30/360” basis.

Principal of the Exchange Note

Principal of the exchange note will be payable on each payment date in an amount generally equal to:

· the difference between (1) the aggregate securitization value as of the last day of the immediately preceding collection period, minus (2) the aggregate securitization value as of the last day of the related collection period; plus

 

· any principal of the exchange note that was due to be paid, but was not paid, on any prior payment date.

For each payment date occurring on or after the final scheduled payment date of the exchange note, the amount of principal owed will be equal to the outstanding principal balance of the exchange note.

For each payment date occurring on or after the acceleration of the exchange note following an exchange note default, the amount of principal owed will be equal to the outstanding principal balance of the exchange note.

Principal of the Notes

Principal of the notes will be payable on each payment date [after the revolving period]. The outstanding principal amount of any class of notes, if not previously paid, will be payable on the final scheduled payment date for that note.

The classes of notes are “sequential pay” classes. On each payment date, all amounts allocated to the payment of principal as described in clauses [(4)], [(5)], [(7)], [(8)], [(10)], [(11)], [(13)], [(14)], [(15)] and [(17)] of “—Payments on the Notes” above will be aggregated and will be paid out in the following order (except in those circumstances when the priority of payments set forth below in “Events of Default” is applicable):

 

· first, the Class A-1 Notes will amortize, until they are paid off;

 

· once the Class A-1 Notes are paid off, the Class A-2 Notes will begin to amortize, until they are paid off;

 

· once the Class A-2 Notes are paid off, the Class A-3 Notes will begin to amortize, until they are paid off;

 

· once the Class A-3 Notes are paid off, the Class A-4 Notes will begin to amortize, until they are paid off;
 

 

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· once the Class A-4 Notes are paid off, the Class B Notes will begin to amortize, until they are paid off;

 

· once the Class B Notes are paid off, the Class C Notes will begin to amortize, until they are paid off; and

 

· once the Class C Notes are paid off, the Class D Notes will begin to amortize, until they are paid off.

Because the notes are “sequential pay,” if, due to losses, insufficient liquidation proceeds or otherwise, the trust property proves to be inadequate to repay the principal on all of the notes in full, it is possible that certain earlier maturing classes of notes will be paid in full and that the losses will be fully borne by the later maturing classes of notes. In that case, losses would be borne in reverse order of payment priority (i.e. beginning with the most junior class then outstanding).

[The Class A-2-A Notes and the Class A-2-B Notes will constitute a single class and have equal rights to payments of principal, which will be made pro rata, based on the respective unpaid principal amounts of the Class A-2-A Notes and the Class A-2-B Notes.]

The outstanding principal amount of any class of notes, if not previously paid, will be payable on the final scheduled payment date for that class.

Trust Property

The issuing entity’s assets will principally include:

 

· the exchange note;

 

· rights to funds in the reserve account and the exchange note collection account; and

 

· rights under the transaction documents [and hedge agreement].

Designated Pool Servicing Fee

The servicer will be paid on each payment date from designated pool collections prior to any payments on the exchange note. The servicer will receive the following fees for its services on each payment date:

· For so long as the sponsor is the servicer:

 

  A designated pool servicing fee from designated pool collections, generally equal to (1) one-twelfth multiplied by (2)         % multiplied by (3) the aggregate securitization value as of the beginning of the calendar month preceding the calendar month in which the payment date occurs; and

 

  A supplemental servicing fee, equal to all administrative fees, expenses and charges paid by or on behalf of lessees, including late fees, prepayment fees and liquidation fees collected on the lease assets during the preceding calendar month and any other expenses reimbursable to the servicer.

 

· If any entity other than the sponsor becomes the servicer, fees payable to the servicer may be adjusted as agreed upon by majority noteholders of the most senior class outstanding and the successor servicer as set forth in the servicing agreement.

[Statistical] Designated Pool Information

 

· [The statistical information in this prospectus is based on the designated pool as of             , 20    , or the statistical calculation date. The statistical distribution of the characteristics of the [initial] designated pool as of the [initial] cutoff date, which is             , 20    , will vary somewhat from the statistical distribution of those characteristics as of the statistical calculation date, although the sponsor and the depositor do not expect that the variance will be material.]

 

· [As of the [statistical calculation date]/[[initial] cutoff date], the designated pool had the following characteristics:][One designated pool was produced that relates to the notes if the aggregate initial principal amount of the notes is $            . As of the [initial] cutoff date, the leases in such designated pool had the following characteristics:]
 

 

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Aggregate Securitization Value(1)

  $              

Base Residual Value

  $              

Base Residual Value as a Percentage of Securitization Value

       

Discounted Base Residual Value(2)

  $              

Discounted Base Residual Value(2) as a Percentage of Securitization Value

       

Number of Leases

                

Weighted Average Original Term (Months)(3)

                

Weighted Average Remaining Term (Months)(3)

                

Weighted Average Credit Bureau Score(3)(4)

                

                                                                                      

 (1)

Securitization value is defined in the Glossary.

 (2)

The discount rate used to generate the discounted base residual value is defined in the Glossary.

 (3)

Weighted averages are weighted by the securitization value of each lease asset as of the cutoff date.

 (4)

A FICO® Auto Score provided by credit reporting agencies. Weighted average calculation excludes zero or null credit bureau scores.

 

· [One designated pool was produced that relates to the notes if the aggregate initial principal amount of the notes is $        . As of the [initial] cutoff date, the leases in such designated pool had the following characteristics:]

 

Aggregate Securitization Value(1)

  $              

Base Residual Value

  $              

Base Residual Value as a Percentage of Securitization Value

       

Discounted Base Residual Value(2)

  $              

Discounted Base Residual Value(2) as a Percentage of Securitization Value

       

Number of Leases

                

Weighted Average Original Term (Months)(3)

                

Weighted Average Remaining Term (Months)(3)

                

Weighted Average Credit Bureau Score(3)(4)

                

                                                                                  

 (1)

Securitization value is defined in the Glossary.

 (2)

The discount rate used to generate the discounted base residual value is defined in the Glossary.

 (3)

Weighted averages are weighted by the securitization value of each lease asset as of the cutoff date.

 (4)

A FICO® Auto Score provided by credit reporting agencies. Weighted average calculation excludes zero or null credit bureau scores.

· [As of the [statistical calculation date]/[[initial] cutoff date],     % of the lease assets in the [statistical] designated pool are lease assets that were previously included in designated pools supporting other securitizations arranged by the sponsor that were released in connection with a “clean-up call” of the related securitization.]

 

· [Insert data regarding the amount of lease assets in the [statistical] designated pool that are outside of the sponsor’s underwriting guidelines and a description of the nature of how these lease assets differ, to the extent applicable and material.]

[Revolving Feature

No principal payments will be made on the notes during the revolving period. During the revolving period, amounts otherwise available to pay principal on the notes on a payment date will be deposited into the revolving account and applied to designate subsequent lease assets to the designated pool, at least once per calendar year. Additionally, excess cashflow will be deposited into the revolving account on each payment date during the revolving period to cause subsequent lease assets to be designated to the designated pool to build and maintain the required level of overcollateralization. If no early amortization event occurs, principal will first be distributable to the noteholders on the             , 20    payment date. If an early amortization event does occur, principal will first be distributable to the noteholders on the payment date immediately succeeding such early amortization event, or if the early amortization event occurs on a payment date, on the date on which the early amortization event occurs.

The amount of subsequent lease assets that may be designated to the designated pool during the revolving period will be capped at the amount necessary to achieve the required level of overcollateralization. The amount of subsequent lease assets that are designated to the designated pool during the revolving period will be limited both by the amounts received by the issuing entity that it can use to pay for the designation of

 

 

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such subsequent lease assets and by the availability of eligible lease assets to be designated to the designated pool.

The subsequent lease assets were, or will also have been, originated by dealers for assignment to the sponsor or will be lease assets originated directly by the sponsor, and will not be materially different from the lease assets that are designated to the designated pool on the closing date. All of the subsequent lease assets will have been originated in accordance with the sponsor’s credit policies. Additional eligibility requirements for the subsequent lease assets are described under “The Lease Assets— Eligibility Criteria for Subsequent Lease Assets.” The amount that must be paid by the issuing entity to cause each additional lease asset to be designated to the designated pool will be                     . To the extent that amounts allocated for the designation of subsequent lease assets are not so used on any payment date, they will remain in the revolving account and will be applied on subsequent payment dates during the revolving period to designate subsequent lease assets to the designated pool. Upon termination of the revolving period, the amortization period will begin and amounts received by the issuing entity will be available to be applied to the payment of principal of the notes as further described herein.]

[Pre-funding Feature

Approximately $            of the proceeds from the sale of the notes will be deposited into a pre-funding account and will be used by the issuing entity to cause additional lease assets to be designated to the designated pool after the closing date. The issuing entity expects to cause lease assets with an aggregate securitization value equal to approximately $            [Insert amount that is no greater than 25% of the proceeds of the offering of the notes] to be designated to the designated pool with the amounts on deposit in the pre-funding account from time to time on or before             , 20    [Insert date that is no more than one year from the closing date], which is the last day of the pre-funding period. The lease assets that are designated to the designated pool upon payment

of the amounts on deposit in the pre-funding account are expected to represent approximately         % of the initial aggregate securitization value of the expected designated pool as of             , 20    .

The subsequent lease assets were, or will also have been, originated by the sponsor or will be lease assets originated directly by the sponsor, and will not be materially different from the lease assets that are designated to the designated pool on the closing date. Additional eligibility requirements for the subsequent lease assets are described under “The Lease Assets — Eligibility Criteria for Subsequent Lease Assets.”

Approximately $            of the proceeds from the sale of the notes will be deposited into a capitalized interest account. Amounts will be released from the capitalized interest account on the first payment date and on each payment date thereafter, until the payment date immediately following the last day of the pre-funding period, and will be used by the issuing entity as an additional source of funds to make payments on those payment dates.]

Credit Enhancement

Credit enhancement for the notes will consist of excess cashflow, overcollateralization, subordination and a reserve account.

If available funds together with amounts available under any credit enhancement are insufficient to make required payments of principal on the notes, it is possible that certain earlier maturing Class A Notes will be paid in full and that the losses will be fully borne in reverse order of payment priority (i.e. starting with the most junior class of notes then outstanding) and losses may be incurred by the later maturing Class A Notes. In addition, the Class B Notes, the Class C Notes and the Class D Notes will only receive principal payments after each class of notes senior to that class of notes has been paid in full, exposing those noteholders to losses.

 

 

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Excess Cashflow

For any payment date, two types of excess cashflow may exist. First, there may be excess cashflow on the exchange note, which represents the excess of designated pool collections over the sum of the designated pool servicing fee, the interest payments on the exchange note and the reduction in the aggregate securitization value. This excess cashflow on the exchange note, if any, will be available to pay principal of the exchange note and to make an additional payment on the exchange note if the issuing entity would otherwise not receive sufficient amounts to make all payments on the notes on that payment date. Second, there may be excess cashflow on the notes, which represents the excess of amounts received by the issuing entity as the interest payments on the exchange note over the issuing entity’s senior fees and expenses and the interest payments on the notes on that payment date. This excess cashflow on the notes, if any, will be available to build and/or maintain the reserve account at the reserve account required amount, to make accelerated principal payments on the notes to build and maintain a target amount of overcollateralization [after the revolving period] and to make principal payments to cause the remaining principal amount of each class of notes to be repaid on its final scheduled payment date. See “Description of the Transaction Documents—Credit Enhancement—Application of Excess Cashflow” for more information regarding the application of excess cashflow.

Overcollateralization

Overcollateralization refers to the amount by which the aggregate securitization value exceeds the aggregate principal amount of the notes. On the closing date, the initial amount of overcollateralization will be approximately         % of the [sum of the] aggregate securitization value as of the [initial] cutoff date [plus the amount on deposit in the [revolving account][pre-funding account]].

The overcollateralization for the notes has two components. First, there is the overcollateralization representing the excess of the aggregate securitization value over the

outstanding principal balance of the exchange note, which on the closing date will be approximately         % of the [sum of the] aggregate securitization value as of the [initial] cutoff date [plus the amount on deposit in the [revolving account][pre-funding account]][if the aggregate initial principal amount of the notes is $            , or approximately         % of the [sum of the] aggregate securitization value as of the [initial] cutoff date [plus the amount on deposit in the [revolving account][pre-funding account]] if the aggregate initial principal amount of the notes is $            ]. Second, there is the overcollateralization representing the excess of the outstanding principal balance of the exchange note over the aggregate principal amount of the notes which on the closing date, will be approximately         % of the [sum of the] aggregate securitization value as of the [initial] cutoff date [plus the amount on deposit in the [revolving account][pre-funding account]][if the aggregate initial principal amount of the notes is $            , or approximately         % of the [sum of the] aggregate securitization value as of the [initial] cutoff date [plus the amount on deposit in the [revolving account][pre-funding account]] if the aggregate initial principal amount of the notes is $            ].

[On each payment date during the revolving period, excess cashflow, if any, will be used to cause subsequent lease assets to be designated to the designated pool if necessary to build and maintain a target amount of overcollateralization.] On each payment date [after the revolving period], any excess cashflow that is not used to fund the reserve account to its required level will be available to be paid to the noteholders to reduce the principal amount of the notes in order to build or maintain the target amount of overcollateralization. The target amount of overcollateralization on any payment date will equal (i) on or prior to the payment in full of the Class A-2 Notes,         % of the aggregate securitization value as of the end of the related collection period [plus the amount in the [revolving account][pre-funding account]] and (ii) after the payment date on which the Class A-2 Notes have been paid in full,         % of the aggregate securitization value as of the end of the related collection period [plus the amount

 

 

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in the [revolving account][pre-funding account]]. [If no Class A-2-B Notes are issued, the target amount of overcollateralization on any payment date will equal         % of the aggregate securitization value as of the cutoff date.] See “Description of the Transaction DocumentsCredit EnhancementOvercollateralization for information regarding overcollateralization.

Subordination

A class of notes that is lower in priority of payment provides credit support to those classes of notes having higher priority of payment relative to that class. To the extent that the trust property does not generate enough cashflow in a particular month to satisfy the issuing entity’s obligations on the related payment date, any shortfalls or losses will be absorbed as follows:

 

· first, by the holders of the Class D Notes, to the extent amounts are due to them;

 

· second, by the holders of the Class C Notes, to the extent amounts are due to them;

 

· third, by the holders of the Class B Notes, to the extent amounts are due to them; and

 

· fourth, by the holders of the Class A Notes, to the extent amounts are due to them.

See “Description of the Transaction DocumentsCredit EnhancementSubordination for a more detailed description of subordination.

Reserve Account

On the closing date, approximately         % of the [expected] aggregate securitization value as of the [initial] cutoff date [plus, during the pre-funding period,         % of the amount on deposit in the pre-funding account] will be deposited into the reserve account. On each payment date, any excess cashflow will be deposited into the reserve account to maintain the amount on deposit at         % of the aggregate securitization value of the designated pool as of the [initial] cutoff date [; provided, that the amount on deposit in the reserve account will not exceed the aggregate principal amount of the notes after giving effect to the payments described in clauses (1) through (        ) under “—Payments on the Notes” above].

If on any payment date, payments on the exchange note are insufficient to cover the payments of items [(1)] through [(        )] under “—Payments on the Notes”, then amounts on deposit in the reserve account will be withdrawn and used to pay such shortfalls in the order of priority described under “—Payments on the Notes.

[The Hedge Agreement

On the closing date, the issuing entity will enter into a hedge transaction with the hedge counterparty to hedge the floating interest rate on the [Class A-2-B Notes]. The hedge transaction will be either an interest rate swap transaction or an interest rate cap transaction.

Swap Transactions

If the issuing entity enters into an interest rate swap transaction with respect to the [Class A-2-B Notes], then that interest rate swap transaction will have an initial notional amount equal to the initial note principal amount of the [Class A-2-B Notes] and the notional amount generally will decrease by the amount of any principal payments on the [Class A-2-B Notes]. The notional amount under the interest rate swap transaction with respect to the [Class A-2-B Notes] will be equal to (i) the note principal amount of the [Class A-2-B Notes] or, (ii) if the [Class A-2-B Notes] have been accelerated following an event of default under the indenture and have been repaid in full, a scheduled amount set forth in the swap agreement.

In general, under the swap transaction on each payment date, the issuing entity will be obligated to pay the hedge counterparty a fixed rate payment based on a per annum fixed rate of     %, times the notional amount of the applicable interest rate swap transaction and the applicable day-count fraction, and the hedge counterparty will be obligated to pay the issuing entity a per annum floating interest rate payment based on [30-day average SOFR] times the notional amount of the interest rate swap transaction and the applicable day-count fraction. Payments on the interest rate swap transaction will be exchanged on a net basis.

 

 

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Any net swap payments owed by the issuing entity to the hedge counterparty on the interest rate swap transaction rank higher in priority than all payments on the notes.

The swap transaction may be terminated upon an event of default or a termination event specified in the swap agreement. If the swap transaction is terminated due to an event of default or other termination event, a termination payment may be due to the hedge counterparty by the issuing entity out of available funds.

The issuing entity’s obligation to pay the hedge counterparty any net swap payments and any other amounts due under the swap transaction will be secured by the lien granted by the issuing entity under the indenture.

For a more detailed description of the interest rate swap transactions and the hedge counterparty, see “Description of the Transaction Documents—Hedge Agreement—Swap Transactions” and “The Hedge Counterparty.”

Cap Transactions

If the issuing entity enters into an interest rate cap agreement that is purchased on or before closing with respect to the [Class A-2-B Notes], on each payment date, the hedge counterparty will pay to the issuing entity an amount equal to the product of (x) the excess, if any, of (i) [30-day average SOFR] for the related interest period over (ii)     % per annum with respect to the [Class A-2-B Notes] interest rate cap transaction (if applicable), (y) the notional amount set forth in the related confirmation for the applicable class of Notes for that payment date, and (z) a fraction, the numerator of which is equal to the actual number of days in the related interest period and the denominator of which is 360. Each interest rate cap agreement will terminate on the earlier of the legal final maturity date of the [Class A-2-B Notes] and the date the notional amount, if applicable, goes to zero.

Any cap agreement may be terminated upon an event of default or a termination event specified in the cap agreement.

 

For a more detailed description of the interest rate cap agreement and the hedge counterparty, see “Description of the Transaction Documents—Hedge Agreement—Cap Transactions” and “The Hedge Counterparty.”]

Book-Entry Notes

The issuing entity will issue the notes as global securities registered in the name of Cede & Co. as nominee of the Depository Trust Company. The noteholders will not receive definitive securities representing their interests except in limited circumstances described under “Book-Entry Registration” below.

[Optional] Redemption

[Optional Redemption

On any payment date 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, the exchange note may be redeemed in whole, but not in part, if the servicer exercises its “clean-up call” option to purchase the exchange note. The servicer may exercise the option by depositing the purchase price for the exchange note in the indenture collections account by 10:00 a.m. (New York City time) on the payment date on which the option is exercised, and the issuing entity will transfer the exchange note to the servicer. The indenture trustee will notify the noteholders of the redemption and provide instructions for surrender of the notes for final payment of interest and principal of the notes. The servicer may exercise its clean up call option only if the purchase price for the exchange note plus the collections in the exchange note collection account in the final month will be sufficient to pay in full the notes and all fees and expenses of the issuing entity. The purchase price paid by the servicer for the exchange note will be the outstanding note balance of the exchange note[, plus any amounts remaining unpaid to the hedge counterparty under the interest rate swap transaction, if any].

[Mandatory Redemption

 

 

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Each class of notes will be redeemed in part on the payment date at the end of the [revolving period][pre-funding period] in the event that any amounts remain on deposit in the [revolving account][pre-funding account] on that date. The principal amount of each class of notes to be redeemed will be an amount equal to that class’s pro rata share of the amount remaining on deposit in the [revolving account][pre-funding account]. However, if the amount remaining on deposit in the [revolving account][pre-funding account] is $            or less, that amount will be applied to reduce the outstanding principal on the class of notes that otherwise receives a payment of principal on that payment date.]

Exchange Note Defaults

The following are exchange note defaults under the exchange note supplement:

 

· certain insolvency events relating to the titling trust or the titling trust’s property;

 

· the sponsor is terminated as servicer of the lending facility (unless a successor servicer has been appointed);

 

· default in the payment of the principal of the exchange note on its final scheduled payment date, which is             , 20    ;

 

· default in the payment of the interest on the exchange note when due (subject to a specified number of days cure period);

 

· certain breaches of representations, warranties, covenants and agreements by the titling trust (subject to applicable cure periods); and

 

· the acceleration of the notes following the occurrence of an event of default.

If an exchange note default has occurred and is continuing and the balance of the exchange note has been accelerated (either by declaration or automatically), the exchange noteholder, or the collateral agent on behalf of the exchange noteholder, may institute certain proceedings and pursue any of its other rights, remedies, powers or privileges under the credit and security agreement and the exchange note supplement.

 

Any amounts that are collected following the occurrence of an exchange note default and the acceleration of the exchange note, including the proceeds from any liquidation of the collateral included in the designated pool, will not be distributed in accordance with the priorities set forth above under “—Payments on the Exchange Notes” but will instead be distributed in accordance with the following priorities:

 

1.

to the collateral agent, all amounts due to the collateral agent with respect to the exchange note and the designated pool, subject to a maximum specified limit;

 

2.

to the administrative agent, all amounts due to the administrative agent with respect to the exchange note and the designated pool, subject to a maximum specified limit;

 

3.

to the servicer, the designated pool servicing fee to the extent such amounts were not retained by the servicer from designated pool collections;

 

4.

to the issuing entity, in its capacity as owner of the exchange note, interest due on the exchange note;

 

5.

to the issuing entity, in its capacity as owner of the exchange note, principal of the exchange note until paid in full;

 

6.

to the issuing entity, in its capacity as owner of the exchange note, the amount, if any, by which the amounts that it is obligated to pay under items (1) through [(    )] under “—Events of Default” on that payment date exceeds the amount it received pursuant to clauses (4) and (5) above, on that payment date; and

 

7.

all remaining amounts, to be applied under the lending facility under which the titling trust is the borrower (which amounts will not be available to make payments on any notes).

Events of Default

The following are events of default under the indenture:

 

· 

default in the payment of any interest when it becomes due and payable (i) on the Class

 

 

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A Notes or (ii) if no Class A Notes are outstanding, on the Class B Notes or (iii) if no Class A Notes or Class B Notes are outstanding, on the Class C Notes or (iv) if no Class A Notes, Class B Notes or Class C Notes are outstanding, on the Class D Notes, (subject to a specified number of days cure period);

 

· default in the payment of the principal of any note on its final scheduled payment date;

 

· certain breaches of representations, warranties and covenants by the issuing entity, the depositor, the settlor, the titling trust or the sponsor (subject to any applicable cure period); and

 

· certain events of bankruptcy relating to the issuing entity, the titling trust, the issuing entity’s property or the titling trust’s property (subject to any applicable cure period).

If an event of default has occurred and is continuing, the notes may be accelerated and subject to immediate payment at par, plus accrued interest. If the notes are accelerated, the indenture trustee may be directed to sell the trust property, or any portion of the trust property, including the exchange note, at one or more private or public sales. Any such liquidations of the trust property may occur only subject to certain provisions that are set forth under “Description of the Notes—Events of Default.

Any amounts that are collected (i) following the occurrence of an event of default (other than an event of default related to a breach of a covenant or a representation and warranty), (ii) following an acceleration of the notes or (iii) upon a full or partial liquidation of the trust property, will not be distributed in accordance with the priorities set forth under “—Payments on the Notes” but will instead be distributed in accordance with the following priorities:

 

1.

to the owner trustee, the indenture trustee [, the hedge counterparty (if the hedge agreement is a swap agreement)], the asset representations reviewer and any successor servicer, any accrued and unpaid fees, expenses and indemnities then due to each

 

of them, ratably without preference or priority of any kind;

 

2.

[pari passu, (a)] to the Class A noteholders, for amounts due and unpaid on the Class A Notes for interest, ratably, without preference or priority [and (b) if applicable, to the hedge counterparty, swap termination payments (so long as the hedge counterparty is not a defaulting party or the sole affected party with respect to the termination of the hedge agreement)];

 

3.

to the Class A noteholders, for amounts due and unpaid on the Class A Notes for principal, first, to the noteholders of the Class A-1 Notes until they are paid off and, second, to the noteholders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, ratably, without preference or priority, until they are paid off;

 

4.

to the Class B noteholders, for amounts due and unpaid on the Class B Notes for interest;

 

5.

to the Class B noteholders, for amounts due and unpaid on the Class B Notes for principal, until the Class B Notes are paid off;

 

6.

to the Class C noteholders, for amounts due and unpaid on the Class C Notes for interest;

 

7.

to the Class C noteholders, for amounts due and unpaid on the Class C Notes for principal, until the Class C Notes are paid off;

 

8.

to the Class D noteholders, for amounts due and unpaid on the Class D Notes for interest;

 

9.

to the Class D noteholders, for amounts due and unpaid on the Class D Notes for principal, until the Class D Notes are paid off;

 

10.

[to the hedge counterparty, any unpaid swap termination payments;] and

 

11.

to the certificateholder in the issuing entity, all remaining amounts.

 

 

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Redesignation of Lease Assets from the Designated Pool

The servicer may be required from time to time to redesignate certain lease assets from the designated pool and to make a corresponding payment to the exchange note collections account. The servicer will be required to redesignate a lease and leased vehicle from the designated pool and make such a payment if (1) it grants certain payment deferments or end of lease extensions that are inconsistent with its customary servicing practices, or end of lease extensions past the exchange note final scheduled payment date, (2) it changes the amount of the contract residual value or base monthly payment under the lease or (3) the representations it made about any lease or leased vehicle are later discovered to have been untrue when they were made, are not cured within a specified period of time and have a material adverse effect on the interest therein of the issuing entity or the noteholders.

See “The Designated Pool[s]—Representations about the Designated Pool and Obligation to Redesignate Ineligible Lease Assets upon Breach for a more detailed description of the servicer’s obligations to redesignate certain lease assets. For a more detailed description of the servicer’s other obligations to redesignate lease assets, you should read Description of the Transaction Documents—Servicing the Designated Pool—Obligations to Redesignate Lease Assets.

Tax Status

Katten Muchin Rosenman LLP, tax counsel to the depositor, is of the opinion that, for U.S. federal income tax purposes, the notes, to the extent they are treated as beneficially owned by a person other than the sponsor or its affiliates for such purposes, will be characterized as indebtedness and the issuing entity will not be characterized as an association or publicly traded partnership taxable as a corporation. By your acceptance of a note, you agree to treat the note as indebtedness.

Katten Muchin Rosenman LLP has prepared the discussion under “Material U.S. Federal Income Tax Consequences” and is of the opinion that such discussion, as it relates to U.S. federal income tax matters and to the extent that they constitute matters of law or legal conclusions with respect thereto, accurately states all material U.S. federal income tax consequences of the purchase, ownership and disposition of the notes to their original purchaser.

ERISA Considerations

Subject to the important considerations described under “ERISA Considerations,” pension, profit-sharing and other employee benefit plans may purchase the [publicly offered] notes. Fiduciaries of such plans should consult with counsel regarding the applicability of the provisions of ERISA before purchasing the [publicly offered] notes. [The Class D Notes may not be purchased by plans or using plan assets.]

Legal Investment

The Class A-1 Notes will be structured to be eligible for purchase by money market funds under Rule 2a-7 of the Investment Company Act of 1940, as amended, or the 1940 Act. A money market fund should consult its legal advisors regarding the eligibility of the Class A-1 Notes under Rule 2a-7 and its financial advisors regarding whether an investment in the Class A-1 Notes satisfies its investment policies and objectives.

Static Pool Information

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.

1940 Act Registration

The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the 1940 Act, contained in Rule 3a-7 of the 1940 Act, although there may be additional exclusions or

 

 

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exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined under “Volcker Rule Considerations”).

Ratings of the Notes

The sponsor has engaged [two] nationally recognized statistical rating organizations (each an NRSRO) to assign credit ratings to the notes.

The ratings of the [publicly offered] notes will address the likelihood of the payment of principal and interest on the [publicly offered] notes according to their terms. Each engaged NRSRO will monitor the ratings using its normal surveillance procedures. The engaged NRSROs may change or withdraw an assigned rating at any time. No party to the transaction documents will be responsible for monitoring any changes to the ratings on the [publicly offered] notes. See “Ratings” for more information regarding the ratings assigned to the [publicly offered] notes.

Credit Risk Retention

The risk retention regulations in Regulation RR of the Exchange Act, or Regulation RR, require the sponsor, either directly or through its majority-owned affiliates, to retain an economic interest of at least 5% in the credit risk of the lease assets. The sponsor will satisfy this credit risk retention requirement by causing [a

combination of] [the depositor to retain an “eligible vertical interest”]/[the depositor to retain an “eligible horizontal residual interest” in an amount equal to at least 5% of the fair value, as of the closing date, of the notes]/[the establishment of an “eligible horizontal cash reserve account”]/[the depositor to retain an “eligible horizontal residual interest” of [the notes and] the issuer trust certificate, and, to the extent necessary, an “eligible vertical interest”] and the issuer trust certificate to be issued by the issuing entity. [Should retention of the “eligible horizontal residual interest” fail to satisfy the sponsor’s risk retention obligations under Regulation RR as determined by the sponsor at or prior to the time of pricing, the depositor would also expect to retain an “eligible vertical interest” in the form of a percentage in each class of notes in an amount necessary for the sum of the fair value of the “eligible horizontal residual interest” and the amount of the “eligible vertical interest” to at least equal the required risk retention amount]. See “Credit Risk Retention” for more information regarding the manner in which the risk retention regulations will be satisfied.

Registration Under the Securities Act

The depositor has filed a registration statement relating to the notes with the SEC on Form SF-3. 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.

 

 

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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.
[Risks associated with unknown aggregate initial principal amount of the notes.]  [Whether the issuing entity will offer notes with an aggregate initial principal amount of $            or $            is not expected to be known until the day of pricing. The sponsor will make the determination regarding the aggregate initial principal amount of the notes based on, among other considerations, market conditions and investor demand at the time of pricing. The size of the class of notes may affect liquidity of that class, with smaller classes being less liquid than a larger class may be. In addition, if your class of notes

 

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  is larger than you expected, then you will hold a smaller percentage of that class of notes and the voting power of your notes will be diluted.]
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 prepay 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.
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, 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, 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, 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

 

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  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.

 

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 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

 

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  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.
[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. 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 (i) for breaches of certain representations and warranties with respect to the lease

 

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  assets, and (ii) for 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 amounts received on the lease assets in the designated pool) [, amounts received under the hedge agreement] and amounts (if any) on deposit in the cash accounts held by the indenture trustee. You may suffer a loss if these amounts are insufficient to pay amounts due on the notes.
  [The money in the [pre-funding account]/[revolving account] will be used solely to cause subsequent lease assets to be designated to the designated pool and is not available to cover losses on the designated pool or the exchange note. [Additionally, the capitalized interest account is designed to cover obligations of the issuing entity relating to that portion of its assets not invested in the exchange note and is not designed to provide protection against losses on the designated pool or the exchange note.]]
[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 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

 

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  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 SOFR is not published on any day, the floating rate notes will bear interest at a rate based on SOFR published on the first preceding day for which such rate was published. This previously published rate would be an overnight rate that would remain in effect until the next day on which SOFR is published. 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. See “Description of the Notes — Determination of SOFR” for more information on how SOFR is 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 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 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 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.]

 

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[You may suffer a loss due to the floating interest rate on the Floating Rate Notes if interest rates rise because the issuing entity will not enter into interest rate hedges.]  [The designated pool of lease assets provide 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 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] 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 source of funds that provide a source of payment for those increased interest payments.
  If the floating rate payable by the issuing entity 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 SOFR rates will reduce the rate of interest on the [Class A-2-B Notes].]  [The interest rate on the [Class A-2-B Notes] will be [30-day average SOFR] plus a spread. Changes in SOFR will affect the interest rate and the amount of interest paid on the [Class A-2-B Notes]. If the sum of [30-day average SOFR] plus     % 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%.]
[We cannot predict the allocation of the principal amount of the Class A-2 Notes.]  [The allocation of the principal amount of the Class A-2 Notes between the Class A-2-A Notes and the [Class A-2-B Notes] may not be determined until the day of pricing. A higher allocation to the Floating Rate Notes will correspondingly increase the exposure of the issuing entity to increases in the interest rate payable on the Floating Rate Notes.]
  [Because the aggregate amount of Class A-2 Notes is fixed as set forth on the cover of this prospectus, the division of the aggregate initial principal amount between the Class A-2-A Notes and the [Class A-2-B Notes] may result in only one of such classes being issued or one of such classes being issued

 

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  in only a very small principal amount, which may reduce the liquidity of such class of notes.]
Optional redemption [or mandatory prepayment] 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. [The notes are also subject to partial mandatory prepayment on the payment date at the end of the [revolving period][pre-funding period] in the event that any amounts remain on deposit in the [revolving account][pre-funding account] on that date.
  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 [or mandatory prepayment] 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 [or a mandatory prepayment].
Risks Related to the Characteristics and Performance of the Leases in the Designated Pool[s] 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. [If the aggregate initial principal amount of the notes is $            , the][The] present value of the aggregate base residual value of the leased vehicles in the designated pool equals approximately     % 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). [If the aggregate initial principal amount of the notes is $            , the present value of the aggregate base residual value of the leased vehicles in the designated pool equals approximately     % 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 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.
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  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 [initial] cutoff date, [if the aggregate initial principal amount of the notes is $            ,] lessees with respect to approximately     %,     %,     %,     % and     % of the leases, based on the lease assets’ aggregate securitization

 

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  value as of such date, were located in the states of             ,             ,             ,             and            , respectively, based on the billing address of the lessee on the lease. [As of the [initial] cutoff date, if the aggregate initial principal amount of the notes is $            , lessees with respect to approximately     %,     %,     %,     % and     % of the leases, based on the lease assets’ aggregate securitization value as of such date, were located in the states of             ,             , ��           ,             and             , respectively, based on the billing address of the lessee on the lease.] No other state accounts for more than     % of the aggregate securitization value as of the [initial] cutoff date. [To the extent that 10% of more of the leases are located in any state or geographic region and any economic or other factors specific to that state or region may materially impact the performance of the designated pool or the notes, disclosure regarding those facts and those potential impacts will be included.]
Concentration of leased vehicles to particular vehicle models may increase concentration risks.  [As of the cutoff date, if the aggregate initial principal amount of the notes is $            , the][The]             ,             and             vehicle models represent approximately     %,     % and     % respectively, of the aggregate securitization value as of the cutoff date of the leased vehicles in the [related] designated pool. [As of the cutoff date, if the aggregate initial principal amount of the notes is $            , the             ,             and             vehicle models represent approximately     %,     % and     % respectively, of the aggregate securitization value as of the cutoff date of the leased vehicles in the related designated pool.] No other vehicle model accounts for more than     % 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

 

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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 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.

 

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  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:
  

·   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  The yield to maturity of the notes may be adversely affected

 

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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.  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 a designated pool will experience.
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

 

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  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 the Interest Rate Hedging Transaction]
[Payments on the notes may be affected by matters relating to the hedge agreement.]  [The issuing entity will enter into an interest rate hedge transaction under either an interest rate swap transaction or an interest rate cap transaction because the lease assets owned by the issuing entity bear interest at fixed rates while the [Class A-2-B Notes] will bear interest at a floating rate and an additional source of funds may be necessary to ensure that all payments are made on the notes during periods when the floating rate of interest on the [Class A-2-B Notes] has risen. The issuing entity may use payments made by the hedge counterparty to make required payments on each distribution date.
  During those periods in which the floating rate payable by the hedge counterparty is substantially greater than the fixed rates payable by the issuing entity under the interest rate swap transactions, if any, or the strike rate under the interest rate cap transactions, if any, the issuing entity will be more dependent on receiving payments from the hedge counterparty in order to make interest payments on the notes without using amounts that would otherwise be paid as principal on the notes. If the hedge counterparty fails to pay any required payment and collections on the lease assets and other assets on deposit in the reserve account are insufficient to make payments of interest on the notes, you may experience delays and/or reductions in the interest and principal payments on your notes.
  During those periods in which the floating rate payable by the hedge counterparty under any interest rate swap transaction are less than the fixed rates payable by the issuing entity under the interest rate swap transaction, the issuing entity will be obligated to make a net swap payment to the hedge counterparty. The issuing entity’s obligation to pay a net swap payment to the hedge counterparty is secured by the trust property.
  If any interest rate swap transactions are entered into by the issuing entity, the hedge counterparty’s claim for net swap payments will be higher in priority than all payments on the notes. If a net swap payment is due to the hedge counterparty on a distribution date and there are insufficient collections on the lease assets and insufficient funds on deposit in the reserve account to make payments of interest and principal on the notes, you may experience delays and/or reductions in the interest and principal payments on your notes.

 

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  The hedge transactions generally may not be terminated except upon, among other things, failure of either party to the hedge transactions to make payments when due, insolvency of either party to the hedge transactions, illegality, the exercise of certain rights under the indenture, the issuing entity amends the transaction documents without the consent of the hedge counterparty if such consent is required, or failure of the hedge counterparty to post collateral, assign the swap agreement to an eligible counterparty or take other remedial action if the hedge counterparty’s credit ratings drop below the levels required by the hedge agreement. Depending on the timing of and reason for the termination, a termination payment may be due to the issuing entity or to the hedge counterparty. Any such termination payment could, if market interest rates and other conditions have changed materially, be substantial.
  If the hedge counterparty fails to make a termination payment owed to the issuing entity under any hedge transaction, the issuing entity may not have sufficient funds available to enter into a replacement hedge transaction. If this occurs, the amount available to pay principal and interest on the notes will be reduced to the extent the interest rate on the [Class A-2-B Notes] exceeds the fixed rate the issuing entity would have been required to pay the hedge counterparty under the hedge transaction.
  If the hedge transaction is terminated and no replacement hedge transaction is entered into and collections on the lease assets and funds on deposit in the reserve account are insufficient to make payments of interest and principal on your notes, you may experience delays and/or reductions in the interest and principal payments on your notes.]
[Risks Related to the [Pre-Funding Period]/[Revolving Period]]
[The sponsor may be unable to originate enough lease assets to allow a sufficient amount of subsequent lease assets to be designated to the designated pool, which may cause the revolving period to end early and you may therefore be exposed to reinvestment risk.]  

[The ability of the sponsor to originate sufficient subsequent lease assets may be affected by a variety of social and economic factors including:

 

·   interest rates;

 

·   unemployment levels;

 

·   the rate of inflation; and

 

·   customer perception of economic conditions generally.

 

If the sponsor does not originate sufficient subsequent lease assets to allow a sufficient amount of subsequent lease assets to be designated to the designated pool during the revolving

 

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  period, the revolving period may end earlier than expected. If, with respect to             consecutive payment dates, funds are on deposit in the revolving account in an amount greater than     % of the aggregate securitization value as of the [initial] cutoff date, then at the end of [                    ] payment dates, after taking into consideration the subsequent lease assets that are designated to the designated pool on each such payment date, an early amortization event will occur and the revolving period will terminate on that [third] payment date and amounts will be distributable to holders of the notes as a principal prepayment as set forth in this prospectus. If you receive a principal prepayment on your notes, you will bear the risk of reinvesting any such prepayment and you may not be able to reinvest those amounts at a rate of return that is at least equal to the rate of return on your notes.
  Amounts that are not used to cause subsequent lease assets to be designated to the designated pool on any payment date and that remain on deposit in the revolving account will earn interest at a rate lower than might otherwise accrue on a portfolio of lease assets with the same principal balance, which may reduce the amounts that are available to make distributions on the notes.]
[The sponsor may be unable to originate enough lease assets to use all money on deposit in the pre-funding account and you may therefore be exposed to reinvestment risk.]  

[The ability of the sponsor to originate sufficient subsequent lease assets may be affected by a variety of social and economic factors including:

 

·   interest rates;

 

·   unemployment levels;

 

·   the rate of inflation; and

 

·   customer perception of economic conditions generally.

 

If the sponsor does not originate sufficient subsequent lease assets to use all money on deposit in the pre-funding account to cause additional lease assets to be designated to the designated pool by             , 20    , a mandatory redemption of a portion of the notes could result.

 

If a mandatory redemption occurs, you may receive a principal prepayment on your notes. You will bear the risk of reinvesting any prepayment and you may not be able to reinvest those amounts at a rate of return that is at least equal to the rate of return on your notes.]

[This prospectus provides information regarding the characteristics of the lease assets in  [The lease assets that are designated to the designated pool on the closing date may have characteristics that differ somewhat from the characteristics of the lease assets in the statistical

 

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the statistical designated pool as of the statistical calculation date, which may differ from the characteristics of the lease assets in the designated pool as of the [initial] cutoff date and the closing date.]  designated pool described in this prospectus. However, the characteristics of the designated pool as of the [initial] cutoff date are not expected to differ materially from the characteristics of the designated pool as of the statistical calculation date, and each lease asset must satisfy the eligibility criteria described in “The Lease Assets—Eligibility Criteria for [Initial] Lease Assets.” If you purchase a note, you must not assume that the characteristics of the lease assets that are designated to the designated pool on the closing date will be identical to the characteristics of the lease assets that are included in the statistical designated pool disclosed in this prospectus.]
[The subsequent lease assets that are designated to the designated pool during the [pre-funding period]/[revolving period] may have characteristics that differ from the initial lease assets that are described in this prospectus.]  [The subsequent lease assets that are designated to the designated pool during the [pre-funding period]/[revolving period] may have characteristics that differ somewhat from the characteristics of the lease assets in the [statistical] designated pool described in this prospectus. However, the subsequent lease assets will also have been originated by the sponsor through dealers and must meet the eligibility requirements described in “The Lease Assets—Eligibility Criteria for Subsequent Lease Assets.” If you purchase a note, you must not assume that the characteristics of the subsequent lease assets that are designated to the designated pool will be identical to the characteristics of the initial lease assets in the [statistical] designated pool that are disclosed in this prospectus.]
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

 

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  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 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.

 

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.  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 documentsExchange Note Servicer Default.
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 each 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
[Coronavirus or other public health emergencies may impact the financial markets and adversely affect the market value of your notes and/or limit your ability to resell your notes.]  [The coronavirus disease 2019, or COVID-19, pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets worldwide, placed constraints on the operations of businesses, decreased consumer mobility and activity, led to high levels of unemployment in the United States and caused significant economic volatility in the United States and in international debt and equity markets. The sponsor’s business has been affected in various ways, including in its operations.

 

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The full extent to which the COVID-19 pandemic will impact the sponsor’s operations will depend on future developments, including the duration and severity of the outbreak, any subsequent outbreaks and the timing and efficacy of any available vaccines. Future developments are highly uncertain and cannot be predicted with confidence and may adversely impact the sponsor’s global operations. In particular, if COVID-19 continues to spread or re-emerges, particularly in the United States, resulting in a prolonged period of travel, commercial, social and other similar restrictions, the sponsor could experience among other things: increased customer defaults on automobile leases and lower than expected pricing on used vehicles sold at auction, which may result in delinquencies and losses on the automobile leases securing your notes and result in reduced cashflows or losses on your notes.

 

The sponsor may also be subject to enhanced legal risks, including potential litigation related to the COVID-19 pandemic. Any resulting financial impact cannot be reasonably estimated at this time, but the COVID-19 pandemic could have a material impact on the sponsor’s business, financial condition and results of operations going forward. See “Risk Factors—Risks Related to the Characteristics and Performance of the Leases in the Designated Pool[s] and the Related Leased Vehicles—Geographic concentrations of lease assets may increase concentration risks.”

 

The sponsor has enacted necessary health and safety measures that allow substantially all of its employees to work remotely. An extended period of remote work arrangements could introduce operational risk, including cybersecurity risks. The servicer also utilizes third party vendors for certain business activities. While the servicer closely monitors the business continuity activities of these third parties, successful implementation and execution of their business continuity strategies are largely outside the servicer’s control. If any transaction party is unable to adequately perform its obligations under the transaction documents due to a remote working environment, this will likely adversely impact the performance of the automobile leases securing your notes and the timing and amount of distributions on the notes.

 

The COVID-19 pandemic has also impacted secondary market liquidity for asset-backed securities such as the notes, so there can be no assurance that you will be able to sell your notes at favorable prices or at all. For more information about the effects that the COVID-19 pandemic, a global economic downturn or other financial market disruptions may have on your notes, you should read —During periods of economic downturn, the performance of the designated pool may deteriorate” and —Risks Related to the Characteristics of the Notes—You may not be able to sell your notes, and may have to

 

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  hold your notes to maturity even though you may want to sell.”]
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. . [The United States is currently experiencing an economic downturn of unknown severity and duration. The COVID-19 pandemic and related disruptions in economic activities have led to a significant increase in unemployment beginning in March 2020, which is expected to continue. It is uncertain as to how high unemployment levels could rise, or how long periods of high unemployment could last.] 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.
  Additionally, higher gasoline prices, unstable real estate values, declining stock market values 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. [In addition, because a pandemic such as the COVID-19 pandemic has not occurred in recent years, historical loss experience is likely to not accurately predict the performance of the automobile leases securing your notes. 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

 

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  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 notes are not intended to comply with any risk retention rules in the European Economic Area and any retention pursuant to Regulation RR shall not comprise a retention of a material net economic interest in the transaction for those purposes.]
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.”
  [Insert disclosure regarding any material legal proceedings pending against the sponsor and servicer, or know to be contemplated by governmental authorities, in accordance with Regulation AB Item 1117.]
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  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

 

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repossession of the leased vehicles.  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 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.

 

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Use of Proceeds

On the closing date:

 

 · 

GM Financial Automobile Leasing Trust 20    -    , 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.

 

 · 

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

 

 · 

[The depositor will deposit the pre-funded amount into the pre-funding account.]

 

 · 

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 executive 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 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 [quarter end date], the sponsor serviced a portfolio with a net book value of approximately $            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 [initial Lease Assets and the subsequent] 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,

 

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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 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[s]—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.

[Insert recent, material corporate developments regarding the sponsor. Insert information regarding the sponsor’s financial condition to the extent that there is a material risk that the effect on its ability to comply with the redesignation obligations resulting from its financial condition could have a material impact on performance of the Lease Assets, the exchange note or the notes.]

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 December 31, 20    [, 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             , 20    . 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.

[Information on the servicer’s financial condition to the extent that there is a material risk that the effect on one or more aspects of servicing resulting from such financial condition could have a material impact on pool performance of the securities for assets of the same type will be disclosed here.]

 

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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.

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 cash flows 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 20    -    , 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);

 

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 · 

making payments on the notes and the issuer trust certificate;

 

 · 

[entering into the hedge agreement];

 

 · 

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 hedge counterparty] the holder of the issuer trust certificate and holders of a majority of the then Outstanding (as defined in the Glossary) 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. [The issuing entity will from time to time use amounts on deposit in the [pre-funding account]/[revolving account] to cause subsequent Lease Assets to be designated to the designated pool.] 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

 

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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, 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 [is intended to]/[will] constitute an “eligible horizontal residual interest” under Regulation RR of the Securities 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.]

 

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Capitalization of the Issuing Entity

[The following table illustrates the expected assets of the issuing entity as of the closing date:][If the aggregate initial principal amount of the notes is $            , the expected assets of the issuing entity as of the closing date will be as follows:]

 

Exchange Note Initial Principal Balance

 $          

[Pre-Funding Account

 $          ]        

[Capitalized Interest Account

 $          ]

Reserve Account

 $          

[The following table illustrates the expected liabilities of the issuing entity as of the closing date:][If the aggregate initial principal amount of the notes is $            , the expected liabilities of the issuing entity as of the closing date will be as follows:]

 

Class A-1 Notes

  $         

Class A-2[-A] Notes

  $         

[Class A-2-B Notes]

 [$         ]        

Class A-3 Notes

  $            

Class A-4 Notes

  $         

Class B Notes

  $         

Class C Notes

  $         

Class D Notes

  $         

Overcollateralization

  $         

Total

  $         

[If the aggregate initial principal amount of the notes is $            , the expected assets of the issuing entity as of the closing date will be as follows:

 

Exchange Note Initial Principal Balance

 $          

[Pre-Funding Account

 $          ]        

[Capitalized Interest Account

 $          ]

Reserve Account

 $          

If the aggregate initial principal amount of the notes is $            , the expected liabilities of the issuing entity as of the closing date will be as follows:

 

Class A-1 Notes

  $         

Class A-2[-A] Notes

  $         

[Class A-2-B Notes]

 [$         ]        

Class A-3 Notes

  $            

Class A-4 Notes

  $         

Class B Notes

  $         

Class C Notes

  $         

Class D Notes

  $         

Overcollateralization

  $         

Total

  $         ]

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

 

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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 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 each 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[s].”

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

[Owner Trustee], also referred to herein as the “owner trustee,” is a                     [banking corporation]/[trust company] with trust powers incorporated in                     . [Owner Trustee’s] principal place of business is located at                                     . [Owner Trustee] has served as owner trustee in numerous asset-backed securities transactions involving automobile leases.

[Insert additional trustee disclosure regarding the owner trustee’s prior experience serving as a trustee for asset-backed securities transactions. (Regulation AB Item 1109)]

[Owner Trustee] has provided the above information for purposes of complying with Regulation AB. Other than the above [two] paragraphs, [and except as described under “Legal Proceedings,”]

 

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[Owner Trustee] 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 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.

[Owner Trustee] 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

[Indenture Trustee], 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. [Indenture Trustee] is a                     . Its corporate trust office is located at                     . The fees and expenses of the indenture trustee and collateral agent will be paid by the servicer under the Servicing Agreement.

[Indenture Trustee] has provided corporate trust services since             . As of             , 20    , [Indenture Trustee] was acting as trustee on more than                     series of automobile lease-backed securities with an original aggregate principal balance of approximately $        . The fees, expenses and indemnities of the indenture trustee, administrative agent and collateral agent will be paid by the issuing entity, to the extent those amounts are not paid or reimbursed by the servicer or administrator.

[Insert additional indenture trustee disclosure regarding the indenture trustee’s prior experience serving as a trustee for asset-backed securities transactions. (Regulation AB Item 1109)]

The issuing entity will cause the administrator to indemnify the indenture trustee, the collateral agent and their respective officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees, court costs and expenses, including any losses incurred in connection with (i) any action or suit brought by the indenture trustee or the 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 each of them in connection with the acceptance or the administration of the issuing entity and the performance of its duties under the Transaction Documents. Neither the issuing entity nor the

 

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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 the 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.

[Indenture Trustee] 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 and collateral agent 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

                    , a                     , will act as the “asset representations reviewer” under the asset representations review agreement. [Insert description of asset representations reviewer, including prior experience as asset representations reviewer for ABS transactions involving similar assets as required by Item 1109(b)(2) of Regulation AB].

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

 

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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.

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 Hedge Counterparty]

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

[Include:

 

 · 

The name of the hedge counterparty;

 

 · 

The organizational form of the hedge counterparty; and

 

 · 

The general character of the business of the hedge counterparty.

 

 · 

Financial information: If the aggregate significance percentage related to the hedge counterparty is (i) 10% or more, but less than 20%, financial data required by Item 301 of Regulation S-K will be provided for the hedge counterparty or (ii) 20% or more, financial statements meeting the requirements of Regulation S-X (§§210.1-01 through 210.12-29), except §210.3-05 and Article 11, will be provided for the hedge counterparty.]

See “ Description of the Transaction Documents—The Hedge Agreement” for a description of the hedge agreement.]

 

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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

The sponsor is an indirect originator of Lease Assets that 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 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

 

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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 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’

 

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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, as well as at 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 largely a judgmental process. 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 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

 

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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][If the aggregate initial principal amount of the notes is $            , approximately]         % of the automobile leases (based on the Lease Assets’ Aggregate Securitization Value as of the cutoff date) were originated as electronic automobile leases. [If the aggregate initial principal amount of the notes is $            , approximately         % 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 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

 

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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 each 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 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. Customer service is performed through the sponsor’s operations center in Arlington, Texas and Chandler, Arizona.

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 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

 

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lessee, may restrict the sponsor’s ability to repossess a vehicle or dispose of the repossessed leased vehicle. All repossessions must be approved by a collections officer. 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 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

 

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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 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.

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.

 

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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 credit risk management department also 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     publicly offered securitizations since 1994. The sponsor also completed three publicly offered transactions under 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.

[Section to be updated, as applicable.]

 

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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     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.

[Section to be updated, as applicable.]

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][each] designated pool. For additional details regarding [the][each] designated pool, please refer to “The Designated Pool[s]—Composition of [the][each] 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. Further, the impact of the COVID-19 pandemic on the performance of [the][each] designated pool described in this prospectus is uncertain, as such, there can be no assurance that the performance of Lease Assets in prior periods as described in Annex A will correspond to or be an accurate predictor of the performance of the Lease Assets included in [the][each] designated pool.

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][each] designated pool.

[In accordance with Item 1105(a)(3)(ii) of Regulation AB, the information provided in Annex A will be of a date no later than 135 days from the date of the first use of the related prospectus.]

Trust Property

The issuing entity’s assets will principally include:

 

 · 

the exchange note;

 

 · 

amounts that are held in [the revolving account,] [the pre-funding account,] the reserve account and the exchange note collection account; and

 

 · 

rights under the Transaction Documents [and hedge agreement].

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

 

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The Designated Pool[s]

Criteria for Selecting the [Initial] Lease Assets in [the][each] Designated Pool

The [initial] Lease Assets in [the][each] 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:

 

 · 

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

 

 · 

the lease is payable solely in US dollars;

 

 · 

the lessee is not subject to a current bankruptcy proceeding;

 

 · 

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

 

 · 

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);

 

 · 

the lease provides for equal [monthly]/[semi-monthly]/[bi-weekly] payments by the lessee;

 

 · 

the lease is not more than                 (        ) 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);

 

 · 

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

 

 · 

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

 

 · 

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.

[Criteria for Selecting the Subsequent Lease Assets in the Designated Pool[s]]

[No subsequent Lease Assets may be designated to the designated pool during the [revolving period]/[pre-funding period] unless:

 

 (a)

as of each subsequent cutoff date, each subsequent Lease Asset satisfies the eligibility criteria specified in clauses                 above regarding the initial Lease Assets;

 

 (b)

neither the sponsor nor the depositor has selected the subsequent Lease Assets in a manner that either of them believes is adverse to the interests of the noteholders; and

 

 (c)

the sponsor and the depositor shall have delivered certain opinions of counsel regarding the validity of the designation of the subsequent Lease Assets to the designated pool on those subsequent designation dates on which such opinions are required.]

[The issuing entity’s obligation or right to cause the subsequent Lease Assets to be designated to the designated pool during [the revolving period, as described in “Description of the Transaction Documents—The Revolving Period,”] [the prefunding period, as described in “Description of the Transaction Documents—The Prefunding Period,”] is subject to the condition that all of the subsequent

 

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Lease Assets designated to the designated pool, including the subsequent Lease Assets to be designated, meet the following criteria after the designation of the subsequent Lease Assets (based on the characteristics of the initial Lease Assets as of the [initial] cutoff date and the subsequent Lease Assets as of the related subsequent cutoff date): [Criteria to be determined based on characteristics of initial Lease Assets].

[Following the designation to the designated pool of subsequent Lease Assets, the aggregate characteristics of the entire designated pool may vary from the initial designated pool in a number of respects, including:

 

 · 

composition of the Lease Assets;

 

 · 

geographic distribution of the Lease Assets;

 

 · 

distribution by original term and remaining term;

 

 · 

distribution by vehicle make;

 

 · 

distribution by vehicle segment; and

 

 · 

distribution of the Lease Assets by custom score and credit bureau score.]

Composition of [the][each] Designated Pool

The [statistical] information relating to [the][each] designated pool presented in this prospectus shows the characteristics of [the][such] designated pool as of [the statistical calculation date]/[the [initial] cutoff date], which is             , 20    . [The Lease Assets that will comprise the initial designated pool as of the closing date will be selected as of the close of business on             , 20    .] [As of the statistical calculation date, the Lease Assets had an Aggregate Securitization Value (as defined in the Glossary) of $            .    .] [As of the [initial] cutoff date, the Lease Assets had an Aggregate Securitization Value (as defined in the Glossary) of $            .    .] [As of the [initial] cutoff date, if the Lease Assets relating to the notes with an aggregate initial principal amount of the notes is $            , the Aggregate Securitization Value (as defined in the Glossary) is expected to be at least $            . As of the [initial] cutoff date, if the Lease Assets relating to the notes with an aggregate initial principal amount of the notes is $            , the Aggregate Securitization Value (as defined in the Glossary) is expected to be at least $            . ]

[The sponsor will originate [additional] Lease Assets after the statistical calculation date but prior to the [initial] cutoff date, which is             , 20    . Additionally, some Lease Assets that were included in the designated pool as of the statistical calculation date will have prepaid in full by the [initial] cutoff date or will no longer meet the eligibility requirements regarding Lease Assets as of the [initial] cutoff date and therefore will not be included in the designated pool. As a result of these factors, the Lease Assets that are included in the statistical designated pool will not be identical to the Lease Assets that are included in the designated pool that is selected on the [initial] cutoff date and the statistical distribution of the characteristics of the two pools will vary somewhat. However, these variances in the composition of the pools and in the statistical distribution of the characteristics of the pools are not expected to be material.]

[As of             , 20    , Lease Assets representing approximately     % of the Aggregate Securitization Value were included in previous securitizations by the sponsor and were reallocated from the related designated pools in connection with optional redemptions of those securitizations. The [statistical] designated pool about which pool information is presented in this prospectus includes information about those previously securitized Lease Assets.]

 

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As of [the statistical calculation date]/[the [initial] cutoff date], [none] of the automobile leases in [the][either] designated pool were more than 30 days delinquent or had received a payment deferment. As of             , 20    , [if the aggregate initial principal amount     of the notes is $            ,]         of the automobile leases, or approximately         % of the number of automobile leases in the [related] designated pool, received a payment deferment since [the statistical calculation date]/[the [initial] cutoff date][; if the aggregate initial principal amount     of the notes is $            ,     of the automobile leases, or approximately         % of the number of automobile leases in the related designated pool, received a payment deferment since [the statistical calculation date]/[the [initial] cutoff date]].

 

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The composition of [the][each] designated pool and distribution of [the][each] 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:

Composition of the [Initial] Designated Pool

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)

 

           Average                 Minimum                 Maximum                 Total        

Securitization Value(2)

   $[            ]     $[            ]     $[            ]     $[            ]   

Base Residual Value

   $[            ]   $[            ]   $[            ]   $[            ] 

Base Residual Value as a Percentage of Securitization Value

      [    ]% 

Discounted Base Residual Value(3)

   $[            ]   $[            ]   $[            ]   $[            ] 

Discounted Base Residual Value(3) as a Percentage of Securitization Value

      [    ]% 

Number of Leases

      [            ] 

Original Term (months)

   [            ]   [            ]   [            ]  

Remaining Term (months)

   [            ]   [            ]   [            ]  

Seasoning (months)

   [            ]   [            ]   [            ]  

Weighted Average Credit Bureau Score(4)(5)

      [            ] 

Leases relating to new Leased Vehicles as a Percentage of Securitization Value

      [    ]% 

 

(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[s]—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.

 

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Distribution of the Leases in the [Initial] Designated Pool by Credit Bureau Score

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)

 

                                                            

Credit Bureau Score(2)

  Aggregate
 Securitization Value 
     Percentage of    
Aggregate
Securitization
Value(3)
    Number of Leases    Percentage of
  Number of Leases(3)  

Greater than 849

  $[            ]    [    ]%  [            ]  [    ]%

800 - 849

   [            ]  [    ]%  [            ]  [    ]%

750 - 799

   [            ]  [    ]%  [            ]  [    ]%

700 - 749

   [            ]  [    ]%  [            ]  [    ]%

650 - 699

   [            ]  [    ]%  [            ]  [    ]%

600 - 649

   [            ]  [    ]%  [            ]  [    ]%

Less than 600

   [            ]  [    ]%  [            ]  [    ]%

Not Available

   [            ]  [    ]%  [            ]  [    ]%
  

 

 

 

 

 

  

 

  

 

Total

  $[            ]  [    ]%  [            ]  [    ]%
  

 

 

 

 

 

  

 

  

 

 

(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[s]—Asset-Level Data About the Lease Assets.”

(2)    A FICO® Auto Score provided by credit reporting agencies. The sponsor utilizes Transunion, Equifax or Experian credit reports depending on the location of the lessee. Credit bureau scores are unavailable for some accounts and those accounts are not included in the credit bureau score table above.

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

Distribution of the Leases in the [Initial] Designated Pool by Original Term

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)

 

Original Term

  Aggregate
 Securitization Value 
     Percentage of    
Aggregate
Securitization
Value(2)
    Number of Leases    Percentage of
  Number of Leases(2)   

13 – 24 months

  $[            ]    [    ]%  [            ]  [    ]%

25 – 36 months

   [            ]  [    ]%    

37 – 39 months

   [            ]  [    ]%  [            ]  [    ]%

40 – 48 months

   [            ]  [    ]%  [            ]  [    ]%
  

 

 

 

 

 

  

 

  

 

Total

  $[            ]  [    ]%  [            ]  [    ]%
  

 

 

 

 

 

  

 

  

 

 

(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[s]—Asset-Level Data About the Lease Assets.”

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

 

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

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)

 

Scheduled

Lease End Date

  Aggregate
 Securitization Value 
       Percentage of      
Aggregate
Securitization
Value(2)
    Number of Leases    Percentage of
   Number of  Leases(2)   

    Quarter 20    

  $[            ]    [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%

    Quarter 20    

   [             [    ]% [            ] [    ]%
  

 

 

 

 

 

 

 

 

 

Total

  $[             [    ]% [            ] [    ]%
  

 

 

 

 

 

 

 

 

 

 

 

(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[s]—Asset-Level Data About the Lease Assets.”

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

Distribution of the Leases in the [Initial] Designated Pool by Vehicle Type

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)

 

Vehicle Type

  Aggregate
 Securitization Value 
       Percentage of      
Aggregate
Securitization
Value(2)
    Number of Leases    Percentage of
   Number of  Leases(2)   

Car

  $[            ]    [    ]% [            ] [    ]%

CUV(3)

   [             [    ]% [            ] [    ]%

SUV(4)

   [             [    ]% [            ] [    ]%

Truck

   [             [    ]% [            ] [    ]%
  

 

 

 

 

 

 

 

 

 

Total

  $[             [    ]% [            ] [    ]%
  

 

 

 

 

 

 

 

 

 

 

 

(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[s]—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.

 

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Distribution of the Leases in the [Initial] Designated Pool by Vehicle Make

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)

 

Vehicle Make

  Aggregate
 Securitization Value 
         Percentage of        
Aggregate
Securitization
Value(2)
     Number of Leases     Percentage of
  Number of  Leases(2)  

[            ]

  $[            ]    [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%
  

 

 

 

 

 

 

 

 

 

Total

  $[             [    ]% [            ] [    ]%
  

 

 

 

 

 

 

 

 

 

 

 

(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[s]—Asset-Level Data About the Lease Assets.”

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

Distribution of the Leases in the [Initial] Designated Pool by Vehicle Model

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)*

 

Vehicle Model

  Aggregate
 Securitization Value 
         Percentage of        
Aggregate
Securitization
Value(2)
     Number of Leases     Percentage of
  Number of  Leases(2)  

[            ]

  $[            ]    [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

[            ]

   [             [    ]% [            ] [    ]%

Other(2)

   [             [    ]% [            ] [    ]%
  

 

 

 

 

 

 

 

 

 

Total

  $[             [    ]% [            ] [    ]%
  

 

 

 

 

 

 

 

 

 

 

 

(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[s]—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[s] 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 [            ], [            ] and [            ] vehicle models.]

 

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Table of Contents

Distribution of the Leases in the [Initial] Designated Pool by Geographic Location

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)*

 

State(2)

  Aggregate
 Securitization Value 
         Percentage of        
Aggregate
Securitization
Value(3)
   Number of Leases   Percentage of
  Number of  Leases(3)  

Alabama

  $[_____]    [__]% [_____] [__]%

Arizona

   [_____ [__]% [_____] [__]%

Arkansas

   [_____ [__]% [_____] [__]%

California

   [_____ [__]% [_____] [__]%

Colorado

   [_____ [__]% [_____] [__]%

Connecticut

   [_____ [__]% [_____] [__]%

Florida

   [_____ [__]% [_____] [__]%

Georgia

   [_____ [__]% [_____] [__]%

Hawaii

   [_____ [__]% [_____] [__]%

Idaho

   [_____ [__]% [_____] [__]%

Illinois

   [_____ [__]% [_____] [__]%

Indiana

   [_____ [__]% [_____] [__]%

Iowa

   [_____ [__]% [_____] [__]%

Kansas

   [_____ [__]% [_____] [__]%

Kentucky

   [_____ [__]% [_____] [__]%

Louisiana

   [_____ [__]% [_____] [__]%

Maine

   [_____ [__]% [_____] [__]%

Maryland

   [_____ [__]% [_____] [__]%

Massachusetts

   [_____ [__]% [_____] [__]%

Michigan

   [_____ [__]% [_____] [__]%

Minnesota

   [_____ [__]% [_____] [__]%

Mississippi

   [_____ [__]% [_____] [__]%

Missouri

   [_____ [__]% [_____] [__]%

Nebraska

   [_____ [__]% [_____] [__]%

Nevada

   [_____ [__]% [_____] [__]%

New Hampshire

   [_____ [__]% [_____] [__]%

New Jersey

   [_____ [__]% [_____] [__]%

New York

   [_____ [__]% [_____] [__]%

North Carolina

   [_____ [__]% [_____] [__]%

North Dakota

   [_____ [__]% [_____] [__]%

Ohio

   [_____ [__]% [_____] [__]%

Oklahoma

   [_____ [__]% [_____] [__]%

Oregon

   [_____ [__]% [_____] [__]%

Pennsylvania

   [_____ [__]% [_____] [__]%

Rhode Island

   [_____ [__]% [_____] [__]%

South Carolina

   [_____ [__]% [_____] [__]%

South Dakota

   [_____ [__]% [_____] [__]%

Tennessee

   [_____ [__]% [_____] [__]%

Texas

   [_____ [__]% [_____] [__]%

Utah

   [_____ [__]% [_____] [__]%

Virginia

   [_____ [__]% [_____] [__]%

Washington

   [_____ [__]% [_____] [__]%

Wisconsin

   [_____ [__]% [_____] [__]%

Wyoming

   [_____ [__]% [_____] [__]%

Other(4)

   [_____ [__]% [_____] [__]%
  

 

 

 

 

 

 

 

 

 

Total

  $[_____ [__]% [_____] [__]%
  

 

 

 

 

 

 

 

 

 

 

 

(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[s]—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.

 

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Table of Contents

(4)    States 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[s] 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 [State(s)         ]/[Geographic Region(s)         .]]

[Composition of the [Initial] Designated Pool

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)

 

             Average                     Minimum                     Maximum                     Total          

Securitization Value(2)

                   $[_____]                 $[_____]                 $[_____]                 $[_____]   

Base Residual Value

   $[_____]   $[_____]   $[_____]   $[_____] 

Base Residual Value as a Percentage of Securitization Value

      [__]% 

Discounted Base Residual Value(3)

   $[_____]   $[_____]   $[_____]   $[_____] 

Discounted Base Residual Value(3) as a Percentage of Securitization Value

      [__]% 

Number of Leases

      [_____] 

Original Term (months)

   [_____]   [_____]   [_____]  

Remaining Term (months)

   [_____]   [_____]   [_____]  

Seasoning (months)

   [_____]   [_____]   [_____]  

Weighted Average Credit Bureau Score(4)(5)

      [_____] 

Leases relating to new Leased Vehicles as a Percentage of Securitization Value

      [__]% 

 

 

(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[s]—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.

 

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[Distribution of the Leases in the [Initial] Designated Pool by Credit Bureau Score

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)

 

      Credit Bureau Score(2)

  Aggregate
 Securitization Value 
     Percentage of    
Aggregate
Securitization
Value(3)
   Number of Leases   Percentage of
  Number of  Leases(3)  

Greater than 849

   $[        ]   [    ]% [        ] [    ]%

800 - 849

   [         [    ]% [        ] [    ]%

750 - 799

   [         [    ]% [        ] [    ]%

700 - 749

   [         [    ]% [        ] [    ]%

650 - 699

   [         [    ]% [        ] [    ]%

600 - 649

   [         [    ]% [        ] [    ]%

Less than 600

   [         [    ]% [        ] [    ]%

Not Available

   [         [    ]% [        ] [    ]%
  

 

 

 

 

 

 

 

 

 

Total

   $[         [    ]% [        ] [    ]%
  

 

 

 

 

 

 

 

 

 

 

 

(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[s]—Asset-Level Data About the Lease Assets.”

(2)    A FICO® Auto Score provided by credit reporting agencies. The sponsor utilizes Transunion, Equifax or Experian credit reports depending on the location of the lessee. Credit bureau scores are unavailable for some accounts and those accounts are not included in the credit bureau score table above.

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

[Distribution of the Leases in the [Initial] Designated Pool by Original Term

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)

 

            Original Term

  Aggregate
 Securitization Value 
     Percentage of    
Aggregate
Securitization
Value(2)
   Number of Leases   Percentage of
  Number of  Leases(2)  

13 – 24 months

   $[         [    ]% [        ] [    ]%

25 – 36 months

   [         [    ]%  

37 – 39 months

   [        ]   [    ]% [        ] [    ]%

40 – 48 months

   [         [    ]% [        ] [    ]%
  

 

 

 

 

 

 

 

 

 

Total

  $[         [    ]% [        ] [    ]%
  

 

 

 

 

 

 

 

 

 

 

 

(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[s]—Asset-Level Data About the Lease Assets.”

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

 

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Table of Contents

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

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)

 

        Scheduled

      Lease End Date    

 Aggregate
 Securitization Value 
 Percentage of
Aggregate
       Securitization       
Value(2)
      Number of Leases      Percentage of
    Number of  Leases(2)    

__ Quarter 20__

 $[_____]      [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%

__ Quarter 20__

  [_____]  [__]%  [_____]  [__]%
 

 

 

 

 

 

  

 

  

 

Total

 $[_____]  [__]%  [_____]  [__]%
 

 

 

 

 

 

  

 

  

 

 

 

(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[s]—Asset-Level Data About the Lease Assets.”

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

[Distribution of the Leases in the [Initial] Designated Pool by Vehicle Type

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)

 

          Vehicle Type        

 Aggregate
 Securitization Value 
           Percentage of          
Aggregate
Securitization
Value(2)
      Number of Leases      Percentage of
    Number of  Leases(2)    

Car

 $[_____]      [__]%  [_____]  [__]%

CUV(3)

  [_____]  [__]%  [_____]  [__]%

SUV(4)

  [_____]  [__]%  [_____]  [__]%

Truck

  [_____]  [__]%  [_____]  [__]%
 

 

 

 

 

 

  

 

  

 

Total

 $[_____]  [__]%  [_____]  [__]%
 

 

 

 

 

 

  

 

  

 

 

 

(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[s]—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.

 

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Table of Contents

[Distribution of the Leases in the[Initial] Designated Pool by Vehicle Make

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)

 

Vehicle Make

  Aggregate
  Securitization Value  
       Percentage of      
Aggregate
Securitization
Value(2)
      Number of Leases      Percentage of
  Number of  Leases(2)  
[_____]   $[_____]    [    ]%  [_____]  [    ]%
[_____]   [_____ [    ]%  [_____]  [    ]%
[_____]   [_____ [    ]%  [_____]  [    ]%
[_____]   [_____ [    ]%  [_____]  [    ]%
  

 

 

 

 

 

  

 

  

 

Total

   $[_____ [    ]%  [_____]  [    ]%
  

 

 

 

 

 

  

 

  

 

 

 

(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[s]—Asset-Level Data About the Lease Assets.”

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

[Distribution of the Leases in the [Initial] Designated Pool by Vehicle Model

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)*

 

Vehicle Model

  Aggregate
  Securitization Value  
        Percentage of      
Aggregate
Securitization
Value(2)
      Number of Leases      

Percentage of

  Number of Leases(2)  

[_____]

   $[_____]     [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

[_____]

   [_____]   [__]%  [_____]  [__]%

Other(2)

   [_____]   [__]%  [_____]  [__]%
  

 

 

 

  

 

  

 

  

 

Total

   $[_____]   [__]%  [_____]  [__]%
  

 

 

 

  

 

  

 

  

 

 

 

(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[s]—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[s] 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 [            ], [            ] and [            ] vehicle models.]

 

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Table of Contents

[Distribution of the Leases in the [Initial] Designated Pool by Geographic Location

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] for the Designated Pool Related to Notes with an Aggregate Initial Principal Amount of $            ](1)*

 

           State(2)          

  Aggregate
  Securitization Value  
       Percentage of      
Aggregate
Securitization
Value(3)
     Number of Leases     

Percentage of

  Number of Leases(3)  

Alabama

  $[_____]    [__]% [_____] [__]%

Arizona

   [_____ [__]% [_____] [__]%

Arkansas

   [_____ [__]% [_____] [__]%

California

   [_____ [__]% [_____] [__]%

Colorado

   [_____ [__]% [_____] [__]%

Connecticut

   [_____ [__]% [_____] [__]%

Florida

   [_____ [__]% [_____] [__]%

Georgia

   [_____ [__]% [_____] [__]%

Hawaii

   [_____ [__]% [_____] [__]%

Idaho

   [_____ [__]% [_____] [__]%

Illinois

   [_____ [__]% [_____] [__]%

Indiana

   [_____ [__]% [_____] [__]%

Iowa

   [_____ [__]% [_____] [__]%

Kansas

   [_____ [__]% [_____] [__]%

Kentucky

   [_____ [__]% [_____] [__]%

Louisiana

   [_____ [__]% [_____] [__]%

Maine

   [_____ [__]% [_____] [__]%

Maryland

   [_____ [__]% [_____] [__]%

Massachusetts

   [_____ [__]% [_____] [__]%

Michigan

   [_____ [__]% [_____] [__]%

Minnesota

   [_____ [__]% [_____] [__]%

Mississippi

   [_____ [__]% [_____] [__]%

Missouri

   [_____ [__]% [_____] [__]%

Nebraska

   [_____ [__]% [_____] [__]%

Nevada

   [_____ [__]% [_____] [__]%

New Hampshire

   [_____ [__]% [_____] [__]%

New Jersey

   [_____ [__]% [_____] [__]%

New York

   [_____ [__]% [_____] [__]%

North Carolina

   [_____ [__]% [_____] [__]%

North Dakota

   [_____ [__]% [_____] [__]%

Ohio

   [_____ [__]% [_____] [__]%

Oklahoma

   [_____ [__]% [_____] [__]%

Oregon

   [_____ [__]% [_____] [__]%

Pennsylvania

   [_____ [__]% [_____] [__]%

Rhode Island

   [_____ [__]% [_____] [__]%

South Carolina

   [_____ [__]% [_____] [__]%

South Dakota

   [_____ [__]% [_____] [__]%

Tennessee

   [_____ [__]% [_____] [__]%

Texas

   [_____ [__]% [_____] [__]%

Utah

   [_____ [__]% [_____] [__]%

Virginia

   [_____ [__]% [_____] [__]%

Washington

   [_____ [__]% [_____] [__]%

Wisconsin

   [_____ [__]% [_____] [__]%

Wyoming

   [_____ [__]% [_____] [__]%

Other(4)

   [_____ [__]% [_____] [__]%
  

 

 

 

 

 

 

 

 

 

Total

  $[_____ [__]% [_____] [__]%
  

 

 

 

 

 

 

 

 

 

 

 

(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[s]—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.

 

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(4)    States 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[s] 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 [State(s)             ]/[Geographic Region(s)             .]]

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[s]—Criteria for Selecting the Lease Assets in the Designated Pool[s].

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

 

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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 [each pool of] the 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. [The][Each] initial asset-level data filing is incorporated by reference into this prospectus.

[The][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 filing[s] 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 filing[s] 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 filing[s] due to those differences in how this data is calculated.

Investors should carefully review [the][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][each] 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][each] 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][each] 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[s]” 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                 lease agreements from the designated pool[s], 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

 

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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 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.

[All of the systems utilized by the sponsor or depositor that are described above and all of the internal reviews and oversight that are described above as being performed by personnel of the sponsor or depositor will also be utilized to ensure the accuracy of the disclosure made in this prospectus as it relates to the subsequent Lease Assets.]

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.

 

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

 

 (i)

[the] [initial] [each] designated pool has the characteristics in the [related] 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 [initial] [related] 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)

[the subsequent Lease Assets that are designated to the designated pool on each payment date during the [pre-funding period]/[revolving period] are assumed to have the following characteristics:                     ;]

 

 (iii)

each Monthly Payment is made on the last day of each calendar month, whether or not that day is a business day, beginning in             , 20    ;

 

 (iv)

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

 

 (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     % per annum of the Aggregate Securitization Value of the Lease Assets as of the first day of the collection period and all other fees and expenses equal zero; [provided, that with respect to the first payment date, the servicing fee is calculated assuming         days and a 30/360 day count;]

 

 (viii)

the indenture trustee, the collateral agent, the owner trustee and the asset representations reviewer receive monthly fees equal to $0 in the aggregate;

 

 (ix)

[the reserve account is funded at all times with an amount equal to $            ;]

 

 (x)

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

 

 (xi)

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;

 

 (xii)

[with respect to the initial Lease Assets,] as of the [initial] cutoff date,             months have elapsed since the inception of the leases in the aggregate [and with respect to the subsequent Lease Assets, as of the related subsequent cutoff date,             months have elapsed since the inception of [the leases in the aggregate]/[the related leases in the aggregate]];

 

 (xiii)

the closing date is assumed to be             , 20    ;

 

 (xiv)

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;

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

 

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 (xv)

the [initial] Aggregate Securitization Value of the Lease Assets is $            , based on the Discount Rate (as defined in the Glossary);

 

 (xvi)

the reserve account is funded at all times with an amount equal to $            ;

 

 (xvii)

[the initial principal amount of the Class A-1 Notes is $            , the Class A-2[-A] Notes is $            , [the Class A-2-B Notes is $            ,] the Class A-3 Notes is $            , Class A-4 Notes is $            , the Class B Notes is $            , the Class C Notes is $            and the Class D Notes is $            ;

 

 (xviii)

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

 

 (xix)

interest accrues on the notes at the following per annum assumed rates: Class A-1 Notes,         %; Class A-2[-A] Notes,         %; [the Class A-2-B Notes,         % (at a fixed rate);] Class A-3 Notes,         %; Class A-4 Notes,         %; Class B Notes,         %; Class C Notes,         % and Class D Notes,         %[; and] [.]

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

 

 (xx)

the [initial] Aggregate Securitization Value of the Lease Assets is $            , based on the Discount Rate (as defined in the Glossary);

 

 (xxi)

the reserve account is funded at all times with an amount equal to $            ;

 

 (xxii)

[the initial principal amount of the Class A-1 Notes is $            , the Class A-2[-A] Notes is $            , [the Class A-2-B Notes is $            ,] the Class A-3 Notes is $            , Class A-4 Notes is $            , the Class B Notes is $            , the Class C Notes is $            and the Class D Notes is $            ;

 

 (xxiii)

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

 

 (xxiv)

interest accrues on the notes at the following per annum assumed rates: Class A-1 Notes,         %; Class A-2[-A] Notes,         %; [the Class A-2-B Notes,         % (at a fixed rate);] Class A-3 Notes,         %; Class A-4 Notes,         %; Class B Notes,         %; Class C Notes,         % and Class D Notes,         %.]

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][each] designated pool, or Prepayment Assumptions. Under the 100% Prepayment Assumption, it is assumed that the Lease Assets in [the][each] designated pool will prepay as follows: (1) in month [one], prepayments will occur at         % ABS; (2) prepayments will increase by approximately         % ABS in each of months [two] through [twenty-eight], reaching         % ABS in month [twenty-eight]; (3) prepayments will increase by approximately         % ABS in each of months [twenty-nine] through [thirty-three], reaching         % ABS in month [thirty-three]; (4) prepayments will remain at         % ABS until month [thirty-six]; and (5) prepayments will decrease to         % ABS in month [thirty-seven] and will remain at that level thereafter. The other Prepayment Assumptions set forth in the following tables are based on various percentages of the 100% Prepayment

 

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Assumption. For example, the “0% Prepayment Assumption” means that none of the leases prepay and the “75% Prepayment Assumption” assumes that a lease will prepay at 75% of the 100% Prepayment Assumption and so forth.

Each column in the following tables indicates the percentages of the initial note principal amount of each class of notes that would be outstanding after each of the listed payment dates if the related Prepayment Assumptions are used. The tables below also indicate the corresponding weighted average lives of each class of notes if the same Prepayment Assumptions are assumed.

The actual characteristics and performance of [the][each] designated pool will differ from the assumptions used in constructing the following tables. The following tables only give a general sense of how each class of notes may amortize at different assumed prepayment rates with other assumptions held constant. It is unlikely that the leases in [the][each] designated pool will prepay based on any particular Prepayment Assumption. The diverse terms of the leases could produce slower or faster prepayment rates for any payment date, which would result in principal payments occurring earlier or later than indicated in the following tables. Any difference between those assumptions and the actual characteristics and performance of the leases, or actual prepayment experience, will affect the weighted average life and period during which principal is paid on each class of notes.

The percentages in the tables have been rounded to two decimal places. As used in the tables which follow, the weighted average life of a class of notes is determined by:

 

 · 

multiplying the amount of each principal payment on a note by the number of years from the date of the issuance of the note to the related payment date;

 

 · 

adding the results; and

 

 · 

dividing the sum by the related initial note principal amount of the note.

 

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Percent of Initial Note Principal Amount at Various Prepayment Assumptions [($            )]

 

   Class A-1 Notes 

Payment Date

  0%       50%           75%          100%          125%          150%          175%          200%     

Closing Date

   100.00    100.00    100.00   100.00   100.00   100.00   100.00   100.00 

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

Weighted Average Life to Call (Years)

   [           [           [          [          [          [          [          [        

Weighted Average Life to Maturity (Years)

   [           [           [          [          [          [          [          [        

Percent of Initial Note Principal Amount at Various Prepayment Assumptions [($            )]

 

   Class A-2 Notes 

Payment Date

  0%       50%           75%          100%          125%          150%          175%          200%     

Closing Date

   100.00    100.00    100.00   100.00   100.00   100.00   100.00   100.00 

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

    /    /    

   [           [           [          [          [          [          [          [        

Weighted Average Life to Call (Years)

   [           [           [          [          [          [          [          [        

Weighted Average Life to Maturity (Years)

   [           [           [          [          [          [          [          [        

 

87


Table of Contents

Percent of Initial Note Principal Amount at Various Prepayment Assumptions [($            )]

 

   Class A-3 Notes 

Payment Date

  0%       50%           75%           100%           125%           150%           175%           200%     

Closing Date

   100.00    100.00    100.00    100.00    100.00    100.00    100.00    100.00 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

Weighted Average Life to Call (Years)

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

Weighted Average Life to Maturity (Years)

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

 

88


Table of Contents

Percent of Initial Note Principal Amount at Various Prepayment Assumptions [($            )]

 

   Class A-4 Notes 

Payment Date

  0%       50%           75%           100%           125%           150%           175%           200%     

Closing Date

   100.00    100.00    100.00    100.00    100.00    100.00    100.00    100.00 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Call (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Maturity (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

 

89


Table of Contents

Percent of Initial Note Principal Amount at Various Prepayment Assumptions [($            )]

 

   Class B Notes 

Payment Date

      0%           50%           75%           100%           125%           150%           175%           200%     

Closing Date

   100.00    100.00    100.00    100.00    100.00    100.00    100.00    100.00 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Call (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Maturity (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

 

90


Table of Contents

Percent of Initial Note Principal Amount at Various Prepayment Assumptions [($            )]

 

   Class C Notes 

Payment Date

      0%           50%           75%           100%           125%           150%           175%           200%     

Closing Date

   100.00    100.00    100.00    100.00    100.00    100.00    100.00    100.00 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Call (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Maturity (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

 

91


Table of Contents

Percent of Initial Note Principal Amount at Various Prepayment Assumptions [($            )]

 

   Class D Notes 

Payment Date

      0%           50%           75%           100%           125%           150%           175%           200%     

Closing Date

   100.00    100.00    100.00    100.00    100.00    100.00    100.00    100.00 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /   ��/    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

Weighted Average Life to Call (Years)

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

Weighted Average Life to Maturity (Years)

   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

 

92


Table of Contents

Percent of Initial Note Principal Amount at Various Prepayment Assumptions [($            )]

 

   Class A-1 Notes 

Payment Date

      0%           50%           75%           100%           125%           150%           175%           200%     

Closing Date

   100.00    100.00    100.00    100.00    100.00    100.00    100.00    100.00 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Call (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Maturity (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Percent of Initial Note Principal Amount at Various Prepayment Assumptions [($            )]

 

   Class A-2 Notes 

Payment Date

      0%           50%           75%           100%           125%           150%           175%           200%     

Closing Date

   100.00    100.00    100.00    100.00    100.00    100.00    100.00    100.00 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Call (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Maturity (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

 

93


Table of Contents

Percent of Initial Note Principal Amount at Various Prepayment Assumptions [($            )]

 

   Class A-3 Notes 

Payment Date

      0%           50%           75%           100%           125%           150%           175%           200%     

Closing Date

   100.00    100.00    100.00    100.00    100.00    100.00    100.00    100.00 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]   ��[_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Call (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Maturity (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

 

94


Table of Contents

Percent of Initial Note Principal Amount at Various Prepayment Assumptions [($            )]

 

   Class A-4 Notes 

Payment Date

      0%           50%           75%           100%           125%           150%           175%           200%     

Closing Date

   100.00    100.00    100.00    100.00    100.00    100.00    100.00    100.00 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Call (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Maturity (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

 

95


Table of Contents

Percent of Initial Note Principal Amount at Various Prepayment Assumptions [($            )]

 

   Class B Notes 

Payment Date

      0%           50%           75%           100%           125%           150%           175%           200%     

Closing Date

   100.00    100.00    100.00    100.00    100.00    100.00    100.00    100.00 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

    /    /    

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Call (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

Weighted Average Life to Maturity (Years)

   [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____]    [_____] 

 

96


Table of Contents

Percent of Initial Note Principal Amount at Various Prepayment Assumptions [($            )]

 

   Class C Notes

Payment Date

      0%         50%           75%           100%           125%           150%           175%           200%     

Closing Date

   100.00    100.00    100.00    100.00    100.00    100.00    100.00    100.00 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /    

   [        ]   [        ]    [        ]    [        ]    [        ]    [        ]    [        ]    [        ] 

    /    /