EX-99.1 2 efc23-347_ex991.htm
 
KPMG LLP
Suite 700
20 Pacifica
Irvine, CA 92618-3391
 
 
 
 


 
Independent Accountants’ Agreed-Upon Procedures Report
 
Automotive Rentals, Inc. (the “Company”)
BofA Securities, Inc.
(together, the “Specified Parties”)
 
Re:  ARI Fleet Lease Trust 2023-B – Lease Data File and Disposition Data File Procedures
 
We have performed the procedures described below on the specified attributes in (i) an electronic data file entitled “ARIFL 2023-B Pool Data Tape.xlsx” (the “Lease Data File”) provided by the Company on August 29, 2023, containing information on 23,835 automobile lease contracts (the “Leases”) as of July 31, 2023 (the “Cutoff Date”), which we were informed are intended to be included as collateral in the offering by ARI Fleet Lease Trust 2023-B; and, (ii) an electronic data file entitled “Dispositions Detail 2022.xlsx” (the “Disposition Data File”) provided by the Company on August 29, 2023, containing certain information related to dispositions of Leases by the Company during calendar year 2022. The Company is responsible for the specified attributes identified by the Company in the Lease Data File and Disposition Data File.
 
The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Lease Data File and Disposition Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.
 
The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.
 
Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:
 
The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold.

The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the reporting threshold.

The term “reporting threshold” means that dollar amounts, number of months, and percentages were within $1.00, 0.1 months, and 0.01%, respectively.

The term “Lease File Documents” means the following information provided by the Company:

-
Motor Vehicle Lease Agreement

-
Certificate of Insurance Coverage

-
Certificate of Liability Insurance

-
Certificate of Self-Insurance

-
Company’s asset system - Vehicle Information Inquiry


KPMG LLP, a Delaware limited liability partnership and a member firm of
the KPMG global organization of independent member firms affiliated with
KPMG International Limited, a private English company limited by guarantee.




-
Company’s GDT internal accounting system of record - Vehicle Master Inquiry, Billing History File Inquiry and Client Profile Account Summary

The Lease File Documents were represented by the Company to be either the original Lease File Documents, a copy of the original Lease File Documents, and/or electronic records contained within the Company’s asset system and GDT internal accounting system of record. We make no representation regarding the validity or accuracy of these documents or the execution of the Motor Vehicle Lease Agreement by the lessee.
 
The term “Title Documents” means a Certificate of Title, Apportioned Registration, Lien Statement, Application for Title or Lien Statement, Lease and Title Instructions, or information in the Vehicle Information Inquiry provided by the Company.

The term “Rate History Schedule” means an electronic data file (“Rate Sheet.xlsx”) provided by the Company on September 13, 2023, containing certain index rate history information.

The term “Titling Trust Owners Schedule” means an electronic data file (“Additional Insured Schedule_ Titling Trust Owner Schedule_2023-B.xlsx”) provided by the Company on September 16, 2023, containing a listing of titling company names and abbreviations that are acceptable variations of “Automotive Rentals, Inc.” attached hereto as Exhibit D.

The term “Additional Insured Schedule” mean an electronic data file (“Additional Insured Schedule _Titling Trust Owner Schedule_2023-B.xlsx”) provided by the Company on September 16, 2023, containing a listing of (i) insured entities and (ii) abbreviations that are acceptable variations of “Automotive Rentals, Inc.” attached hereto as Exhibit C.

The term “Source Documents” means the Lease File Documents, Title Documents, Rate History Schedule, Titling Trust Owners Schedule, and Additional Insured Schedule.

The term “Instructions” means the instructions provided by the Company pertaining to a procedure, attribute, or methodology, as described in the “Source Documents” column below.

The term “Provided Information” means the Source Documents and Instructions.

The procedures we were instructed by the Company to perform and the associated findings are as follows:
 
I.
The Lease Data File
 
A.
We randomly selected a sample of 150 Leases from the Lease Data File (the “Sample Leases”). A listing of the Sample Leases is attached hereto as Exhibit A. For purposes of this procedure, the Company did not inform us of the basis they used to determine the number of Leases we were instructed to randomly select from the Lease Data File.

B.
For each Sample Lease, we compared or recomputed the specified attributes listed below to or using the corresponding information included in the Source Documents, utilizing the Instructions, as applicable. The Specified Parties indicated that the absence of any of the information in the Source Documents or the inability to agree the indicated information from the Lease Data File to the Source Documents, utilizing the Instructions, for each of the attributes, constituted an exception. The Source Documents are listed in the order of priority.





Attribute
Source Documents
VEHICLE NO
Motor Vehicle Lease Agreement, Vehicle Information Inquiry
LESSEE CODE
Motor Vehicle Lease Agreement, Vehicle Information Inquiry
END BALANCE
Billing History File Inquiry
TERM
Motor Vehicle Lease Agreement
DELIV DATE
Motor Vehicle Lease Agreement
TITLE STATE
Title Documents
For Sample Leases for which the TITLE STATE value is not populated, observe (i) the existence of an Application for Title or (ii) “Title Location” or “Document LOC” in the Vehicle Information Inquiry stated “PENDING.”
CAP COST
Motor Vehicle Lease Agreement
MTHLY AMORT
Billing History File Inquiry, Motor Vehicle Lease Agreement
For Sample Lease #17, recompute the MTHLY AMORT as the average of the MTHLY AMORT billed in May and June 2023 in the Billing History File Inquiry.
For Sample Lease #127, recompute the MTHLY AMORT as the CAP COST divided by the TERM in the Motor Vehicle Lease Agreement.
BILLED RATE
Motor Vehicle Lease Agreement, Vehicle Master Inquiry, Rate History Schedule.
For floating rate assets, for which the Motor Vehicle Lease Agreement “Int-Type” field is “Float” or for which the Vehicle Master Inquiry “Lease Type” field is “Plateau,” add the applicable index rate from the Rate History Schedule to the “Mark Up” value in the Vehicle Master Inquiry.
MAKE
Motor Vehicle Lease Agreement
If the MAKE in the Lease Data File contained more than 10 characters, only compare the first 10 characters to the Motor Vehicle Lease Agreement.
MODEL
Motor Vehicle Lease Agreement, Vehicle Information Inquiry
ADMIN AMT
Motor Vehicle Lease Agreement, Billing History File Inquiry
OPEN/CLOSE
Vehicle Lease Agreement




C.
We performed the following additional procedures for each Sample Lease:

We compared the name of the owner stated on the Title Documents to the corresponding information in the Titling Trust Owners Schedule or Vehicle Information Inquiry.

We observed an internal approval date was populated in the “Last Review” field in the Client Profile Account Summary. We make no representation regarding the validity of such approval.

We observed the Motor Vehicle Lease Agreement was signed. We make no representation regarding the validity of the signature.

We observed the existence of a Certificate of Insurance Coverage, a Certificate of Liability Insurance, or Certificate of Self-Insurance and identified one of the names on the Additional Insured Schedule as an Additional Insured party or the Certificate Holder.

II.
The Disposition Data File
 
A.
We randomly selected a sample of 40 dispositions from the Disposition Data File (the “Sample Dispositions”). A listing of the Sample Dispositions is attached hereto as Exhibit B. For purposes of this procedure, the Company did not inform us of the basis they used to determine the number of dispositions that we were instructed to randomly select from the Disposition Data File.

B.
For each Sample Disposition, we compared or recomputed the specified attributes listed below to the corresponding information including in the Source Documents, utilizing the Instructions, as applicable. The Specified Parties indicated that the absence of any of the information in the Source Documents or the inability to agree the indicated information from the Disposition Data File to the Source Documents, utilizing the Instructions, for each of the attributes, constituted an exception. The Source Documents are listed in the order of priority.

Attribute
Source Documents
ORIGINATION DATE
Motor Vehicle Lease Agreement, Vehicle Master Inquiry
CLIENT NAME
Motor Vehicle Lease Agreement, Vehicle Master Inquiry
MAKE
Motor Vehicle Lease Agreement, Vehicle Master Inquiry
MODEL (excluding trim or engine type)
Motor Vehicle Lease Agreement, Vehicle Master Inquiry
CAP COST
Motor Vehicle Lease Agreement, Vehicle Master Inquiry
BOOK VALUE AT SALE
Motor Vehicle Lease Agreement, Vehicle Master Inquiry
YEAR
Motor Vehicle Lease Agreement, Vehicle Master Inquiry
SALE PROCEEDS
Motor Vehicle Lease Agreement, Vehicle Master Inquiry
GAIN-LOSS AMOUNT
Recompute as the difference between BOOK VALUE AT SALE and SALE PROCEEDS in the Vehicle Master Inquiry.
 



We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes in the Lease Data File and Disposition Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported.
 
We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.
 
The procedures performed were applied based on the information included in the Lease Data File, Disposition Data File, and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company, (ii) the physical existence of the Leases, (iii) the reliability or accuracy of the Provided Information which was used in our procedures, or (iv) matters of legal interpretation.
 
The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Leases to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Leases being securitized, (iii) the compliance of the originator of the Leases with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Leases that would be material to the likelihood that the issuer of the notes will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).
 
The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.
 
This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.
 
/s/KPMG LLP
 
Irvine, California
September 22, 2023
 

 

Exhibit A


The Sample Leases


Sample Lease
Number
 
  ICN No
Sample Lease
Number
 
  ICN No
Sample Lease
Number
 
        ICN No
1
****4647
51
****6180
101
****1202
2
****0121
52
****5661
102
****1858
3
****1552
53
****9925
103
****8003
4
****6279
54
****8522
104
****2064
5
****5534
55
****8055
105
****4574
6
****8606
56
****2741
106
****2502
7
****6802
57
****3249
107
****2246
8
****0814
58
****0866
108
****8371
9
****8186
59
****7245
109
****4770
10
****8744
60
****0147
110
****8024
11
****8954
61
****3515
111
****4759
12
****6747
62
****5635
112
****5628
13
****4218
63
****4937
113
****3680
14
****3848
64
****7836
114
****3709
15
****0504
65
****7411
115
****5234
16
****1888
66
****5600
116
****7560
17
****0715
67
****5143
117
****5090
18
****6089
68
****2858
118
****0073
19
****5731
69
****5400
119
****4580
20
****2620
70
****5923
120
****7930
21
****8248
71
****7940
121
****7859
22
****0154
72
****9583
122
****6767
23
****3765
73
****2816
123
****7595
24
****6762
74
****2923
124
****0665
25
****8412
75
****2542
125
****6278
26
****6110
76
****9107
126
****3050
27
****0514
77
****8122
127
****9241
28
****6001
78
****6507
128
****0807
29
****1478
79
****6533
129
****1219
30
****9466
80
****8599
130
****5567
31
****6977
81
****0765
131
****0731
32
****0481
82
****4564
132
****4917
33
****8489
83
****1750
133
****3132
34
****4632
84
****1397
134
****8455
35
****2596
85
****1569
135
****9457
36
****4992
86
****1072
136
****7392
37
****0933
87
****3592
137
****8627
38
****8639
88
****0073
138
****0113
39
****7721
89
****3204
139
****2049
40
****2514
90
****9985
140
****1595
41
****9617
91
****9366
141
****5051
42
****8082
92
****9635
142
****1090
43
****4370
93
****9441
143
****9348
44
****5273
94
****1932
144
****6221
45
****1115
95
****1890
145
****4314
46
****3498
96
****8718
146
****5133
47
****9084
97
****7145
147
****7425
48
****7336
98
****5642
148
****7822
49
****4138
99
****5301
149
****7242
50
****4100
100
****4658
150
****1440



Exhibit B
The Sample Dispositions



 
 
Sample
Disposition
Number
Vehicle ID
1
****2923
2
****1028
3
****665
4
****2285
5
****888
6
****1248
7
****6757
8
****5917
9
****7697
10
****3676
11
****562
12
****6034
13
****2979
14
****6721
15
****073
16
****8650
17
****769
18
****7292
19
****011
20
****786
21
****542
22
****0771
23
****0793
24
****4188
25
****9613
26
****905
27
****095
28
****557
29
****554
30
****4662
31
****074
32
****030
33
****6214
34
****6886
35
****5733
36
****004
37
****3422
38
****095
39
****7086
40
****3420

 


 

 
Exhibit C
Additional Insured Schedule

 
Automotive Rentals, Inc. & ARI Fleet LT
Automotive Rental, Inc. & ARI Fleet LT
Automotive Rental, Inc
Automotive Rentals, Inc
ARI FLEET LT
Automotive Rentals, Inc.
Automotive Rental, Inc.
Automotive Resources International
Automotive Resource International
Automotive Resources, Inc.
Automotive Resource, Inc.
ARI
ARI & Enterprise Rent-a-Car
Automotive Resources International, Automotive Rentals, Inc. & ARI Fleet LT
ARI, ARI Fleet LT & Automotive Rental Inc
ARI Fleet LT and Automotive Rentals Inc
Automotive Rental Inc and ARI Fleet LT
AUTOMOTIVE RENTALS,INC. AND ARI FLEET LT
Automotive Rentals, Inc & ARI Fleet, LT
Automotive Rentals Inc & ARI Fleet LT.
ARI, Automotive Rentals Inc and ARI Fleet LT
ARI Fleet LT Automotive Rentals Inc
Automotive Rentals Inc. And ARI Fleet LT
Automotive Rentals, Inc and ARI Fleet LT
Automotive Rentals, Inc. and ARI Fleet LT
ARI & ARI Fleet LT
ARI Fleet LT & Automotive Rentals, Inc
ARI Fleet LT and Automotive Rentals Inc.
ARI Fleet LT and Automotive Rentals, Inc
ARI Fleet LT Automotice Rentals, Inc
ARI FLEET LT AUTOMOTIVE RENTALS INC.
ARI, Automotive Rentals Inc. and ARI Fleet LT
Auto motive Rental, Inc. AND Ari Fleet LT
Automotive Rentals Inc & ARI Fleet LT
Automotive Rentals Inc.
Automotive Rentals Inc. ARI Fleet LT
Automotive Rentals, Inc & ARI Fleet LT.
Automotive Rentals, Inc. AND ARI Fleet LT.
Automotive Rentals, Inc. ARI Fleet LT
Automotive Rentals, Inc., and ARI Fleet LT
Automotive Resources International (ARI) and ARI Fleet LT
Automotive Resources International and ARI Fleet LT
ARI FLEET INC
ARI FLEET
Automotive Rental Inc. and ARI Fleet LT
 


  Exhibit C
Additional Insured Schedule (continued)

Automotive Rental, Inc. AND Ari Fleet LT
ARI & ARI FLEET, LT
Automotive Rentals Inc and ARI Fleet LT
ARI (Automotive Rentals, Inc.) and ARI Fleet LT
ARI,ARI Fleet LT & Automotive Rental, Inc.
Automobile Rentals, Inc. AND ARI Fleet LT
Automotive Rentals Inc. & ARI Fleet LT
AUTOMOTIVE RENTALS INC. & ARI FLEET LT
ARI, Automotive Rentals Inc., ARI and ARI Fleet LT
ARI, Automotive Rentals Inc. ARI Fleet LT
ARI Fleet LT and Automotive Rentals, Inc.
Automotive Rentals, Inc. & ARI Fleet LET
Automotive Rentals, Inc.;ARI Fleet LT
ARI FLEET ADMINISTRATION
ARI, Automotive Rentals, Inc. & ARI Fleet LT
Automotive Rentals, Inc ARI Fleet LT
ARI, Automotive Rentals, Inc. and ARI Fleet LT
ARI, Automotive Rentals Inc., and ARI Fleet LT
Automotive Rentals, Inc., ARI Fleet LT
ARI, AUTOMOTIVE RENTALS INC & ARI FLEET LT
ARI, AUTOMOTIVE RENTALS, INC.,ARI FLEET LT
ARI, Automotive Rentals Inc, and ARI Fleet LT
Automotive Rentals & ARI Fleet, LT
Automotive Rental, Inc and ARI Fleet LT
Automotive Rentals, Inc & ARI Fleet LT
ARI, Automotive Rentals, Inc., ARI Fleet LT
ARI, Automotive Rentals Inc., ARI Fleet LT
Holman Enterprises
Alyeska Pipeline Service Company
Pacific Gas & Electric

Exhibit D
Titling Trust Owners Schedule
 
 
ARI FLEET LT
ARI FLEET LT LTD
ARI FLEET LT LSR
ARI FLEET LT INC
ARI FLEET LT, A BUSINESS TRUST
ARI FLEET (BUSINESS TRUST)
ARI TRUST
ARI FLEET LT A BUISNESS TRUST
ARI FLEET LT A BUSINESS TRUST
ARI FLEET LT A BUSINESS TRUSTLSR
ARI FLEET LT LESSOR COG OPERATING LLC LESSEE
ARI FLEET LT-LESSOR
LSR ARI FLEET LT
ARI FLEET LT LESSOR
ARI FLEET LT-LSR
ARI FLEET LT INC LSR
ARI Fleet LT %AmerisourceBergen Corp
ARI Fleet LT (Lessor)
ARI Fleet LT A Business Trust
ARI Fleet LT C/O PAR Electrical Contractors
ARI FLEET LT INC
ARI Fleet LT Lessor
ARI Fleet LT LSR
ARI FLEET LT LSR ALLIED UNIVERSAL
ARI FLEET LT LSR ROAD FITTERS LSE
ARI Fleet LT Ltd
LSR ARI FLEET LT