SF-3

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.

FORM OF PROSPECTUS

$             [or $            ] Asset-Backed Notes

GM Financial Automobile Leasing Trust 20    -    

Issuing Entity (CIK No.                 )

GMF Leasing LLC

Depositor (CIK No. 0001631055)

	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%.]

[[(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    .

[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.]

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

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

TABLE OF CONTENTS

	Page
OVERVIEW OF TRANSACTION STRUCTURE AND PARTIES		6
OVERVIEW OF EXCHANGE NOTE FLOW OF FUNDS		7
OVERVIEW OF NOTES FLOW OF FUNDS		8
SUMMARY OF PROSPECTUS		9
RISK FACTORS		26
USE OF PROCEEDS		49
THE SPONSOR AND THE SERVICER		49
THE DEPOSITOR		51
THE ISSUING ENTITY		51
THE TITLING TRUST		55
THE OWNER TRUSTEE		55
THE INDENTURE TRUSTEE, THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT		56
THE ASSET REPRESENTATIONS REVIEWER		57
[THE HEDGE COUNTERPARTY]		58
THE SPONSOR’S AUTOMOBILE LEASING PROGRAM		59
THE SPONSOR’S GENERAL SECURITIZATION EXPERIENCE		66
THE SPONSOR’S LEASE SECURITIZATION PROGRAM		67
THE SPONSOR’S STATIC POOL INFORMATION		67
TRUST PROPERTY		67

	Page
THE DESIGNATED POOL[S]		68
DEPOSITOR REVIEW OF LEASE ASSETS		82
YIELD AND PREPAYMENT CONSIDERATIONS		83
DESCRIPTION OF THE EXCHANGE NOTE		103
DESCRIPTION OF THE NOTES		107
DESCRIPTION OF THE TRANSACTION DOCUMENTS		116
MATERIAL LEGAL ASPECTS OF EXCHANGE NOTE AND LEASE ASSETS		144
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		152
ERISA CONSIDERATIONS		157
POOL FACTORS		160
LEGAL INVESTMENT		161
VOLCKER RULE CONSIDERATIONS		162
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		163
RATINGS		168
UNDERWRITING		168
LEGAL OPINIONS		172
GLOSSARY		173
ANNEX A STATIC POOL INFORMATION		A-1
ANNEX B CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES		B-1

S-i

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.

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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

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.

3

[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.

4

· 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.

5

Overview of Transaction Structure and Parties

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

⁽¹⁾ ACAR Leasing Ltd. (the titling trust), as borrower, AmeriCredit Financial Services Inc. d/b/a GM Financial (GM Financial), as lender and servicer (in such capacity, the servicer), and [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⁾

⁽¹⁾  This chart provides only a simplified overview of the priority of the monthly distributions. The order in which funds will flow each month as indicated above is applicable for so long as no event of default has occurred. For more detailed information on this flow of funds, or for information regarding the flow of funds upon the occurrence of an event of default, please refer to “Description of the Transaction Documents—Distributions.”

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Overview of Notes Flow of Funds ⁽¹⁾

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

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Summary of Prospectus

· 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 Documents—Distributions—Payment 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 Documents—Distributions—Payment 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 Documents—Credit Enhancement—Overcollateralization” 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 Documents—Credit Enhancement—Subordination” 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.
	In order to establish residual values, the sponsor and ALG

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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 documents—Exchange 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.]

74

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.

75

(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.

76

[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.

77

[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.

78

[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.]

79

[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.

80

(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

81

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

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Closing Date

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100.00

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

Class A-2 Notes

Payment Date

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200%

Closing Date

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

Class A-3 Notes

Payment Date

0%

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Closing Date

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[        ]

/    /

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

/    /

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

/    /

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

/    /

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

/    /

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

/    /

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

Weighted Average Life to Call (Years)

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

Weighted Average Life to Maturity (Years)

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

88

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

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

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

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

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

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

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

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

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)

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

97

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)

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

[        ]

98

Payment Schedule of Leases

[If the aggregate initial principal amount of the notes is $            , the][The] following table shows the decline in the Securitization Value of the [initial] [related] designated pool and the payments that will be received each month on [the] [initial] [such] designated pool assuming (1) each base Monthly Payment is made as scheduled with no prepayments, delays or defaults, and (2) each leased vehicle is returned and sold on the lease’s scheduled termination date for an amount equal to the Base Residual Value.

Month	Securitization Value		Scheduled       Base Monthly Payments		Base Residual Value
Initial Balance		$    [_____]
20    – January		[_____]		[_____]		[_____]
February		[_____]		[_____]		[_____]
March		[_____]		[_____]		[_____]
April		[_____]		[_____]		[_____]
May		[_____]		[_____]		[_____]
June		[_____]		[_____]		[_____]
July		[_____]		[_____]		[_____]
August		[_____]		[_____]		[_____]
September		[_____]		[_____]		[_____]
October		[_____]		[_____]		[_____]
November		[_____]		[_____]		[_____]
December		[_____]		[_____]		[_____]
20    – January		[_____]		[_____]		[_____]
February		[_____]		[_____]		[_____]
March		[_____]		[_____]		[_____]
April		[_____]		[_____]		[_____]
May		[_____]		[_____]		[_____]
June		[_____]		[_____]		[_____]
July		[_____]		[_____]		[_____]
August		[_____]		[_____]		[_____]
September		[_____]		[_____]		[_____]
October		[_____]		[_____]		[_____]
November		[_____]		[_____]		[_____]
December		[_____]		[_____]		[_____]
20    – January		[_____]		[_____]		[_____]
February		[_____]		[_____]		[_____]
March		[_____]		[_____]		[_____]
April		[_____]		[_____]		[_____]
May		[_____]		[_____]		[_____]
June		[_____]		[_____]		[_____]
July		[_____]		[_____]		[_____]
August		[_____]		[_____]		[_____]
September		[_____]		[_____]		[_____]
October		[_____]		[_____]		[_____]
November		[_____]		[_____]		[_____]
December		[_____]		[_____]		[_____]
20    – January		[_____]		[_____]		[_____]
February		[_____]		[_____]		[_____]
March		[_____]		[_____]		[_____]
April		[_____]		[_____]		[_____]
May		[_____]		[_____]		[_____]
June		[_____]		[_____]		[_____]
July		[_____]		[_____]		[_____]
August		[_____]		[_____]		[_____]
September		[_____]		[_____]		[_____]
October		[_____]		[_____]		[_____]
November		[_____]		[_____]		[_____]
December		[_____]		[_____]		[_____]

99

[If the aggregate initial principal amount of the notes is $            , the following table shows the decline in the Securitization Value of the related designated pool and the payments that will be received each month on such designated pool assuming (1) each base Monthly Payment is made as scheduled with no prepayments, delays or defaults, and (2) each leased vehicle is returned and sold on the lease’s scheduled termination date for an amount equal to the Base Residual Value.

Month	Securitization Value		Scheduled       Base Monthly Payments		Base Residual Value
Initial Balance		$    [_____]
20    – January		[_____]		[_____]		[_____]
February		[_____]		[_____]		[_____]
March		[_____]		[_____]		[_____]
April		[_____]		[_____]		[_____]
May		[_____]		[_____]		[_____]
June		[_____]		[_____]		[_____]
July		[_____]		[_____]		[_____]
August		[_____]		[_____]		[_____]
September		[_____]		[_____]		[_____]
October		[_____]		[_____]		[_____]
November		[_____]		[_____]		[_____]
December		[_____]		[_____]		[_____]
20    – January		[_____]		[_____]		[_____]
February		[_____]		[_____]		[_____]
March		[_____]		[_____]		[_____]
April		[_____]		[_____]		[_____]
May		[_____]		[_____]		[_____]
June		[_____]		[_____]		[_____]
July		[_____]		[_____]		[_____]
August		[_____]		[_____]		[_____]
September		[_____]		[_____]		[_____]
October		[_____]		[_____]		[_____]
November		[_____]		[_____]		[_____]
December		[_____]		[_____]		[_____]
20    – January		[_____]		[_____]		[_____]
February		[_____]		[_____]		[_____]
March		[_____]		[_____]		[_____]
April		[_____]		[_____]		[_____]
May		[_____]		[_____]		[_____]
June		[_____]		[_____]		[_____]
July		[_____]		[_____]		[_____]
August		[_____]		[_____]		[_____]
September		[_____]		[_____]		[_____]
October		[_____]		[_____]		[_____]
November		[_____]		[_____]		[_____]
December		[_____]		[_____]		[_____]
20    – January		[_____]		[_____]		[_____]
February		[_____]		[_____]		[_____]
March		[_____]		[_____]		[_____]
April		[_____]		[_____]		[_____]
May		[_____]		[_____]		[_____]
June		[_____]		[_____]		[_____]
July		[_____]		[_____]		[_____]
August		[_____]		[_____]		[_____]
September		[_____]		[_____]		[_____]
October		[_____]		[_____]		[_____]
November		[_____]		[_____]		[_____]
December		[_____]		[_____]		[_____]

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Delinquency, Credit Loss, Repossession and Residual Performance Information

The following tables provide information relating to the sponsor’s delinquency, credit loss, repossession and residual performance experience for each period indicated with respect to all leases and leased vehicles in the sponsor’s North American lease portfolio. This information includes the experience with respect to all leases and leased vehicles serviced during each listed period, including leases that do not meet the criteria for inclusion in, or were otherwise excluded from, the designated pool[s]. Because the following tables include the sponsor’s entire portfolio of leases and leased vehicles, including leases and leased vehicles of types that are not included in this securitization, these tables may not be reflective of the actual performance of this securitization, which includes Lease Assets that were originated in the United States.

The sponsor’s net credit losses as a percentage of the sponsor’s lease portfolio outstanding may vary from period to period based upon the overall credit mix, the average credit scores in the portfolio (which reflects the sponsor’s underwriting strategies and risk tolerance), the average age or seasoning of the sponsor’s lease portfolio, and economic factors. Delinquency percentages, as reflected in the following delinquency experience table, are subject to periodic fluctuation based on the credit mix, the average credit scores in the portfolio (which reflects the sponsor’s underwriting strategies and risk tolerance), the average age or seasoning of the sponsor’s lease portfolio, seasonality within the calendar year and economic factors.

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 charges off accounts in repossession when the leased vehicle is repossessed and is legally available for disposition. A charge-off generally represents the difference between the estimated net sales proceeds and the amount of the delinquent lease, including accrued interest.

During periods of economic slowdown or recession, delinquencies, defaults, repossessions and losses generally increase. These periods also may be accompanied by increased unemployment rates, decreased consumer demand for automobiles and declining residual values of automobiles, which weakens collateral coverage and increases the amount of a loss in the event of default. Significant increases in the inventory of used automobiles during periods of economic recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales. Additionally, higher gasoline prices, unstable real estate values, declining stock market values, increasing unemployment levels, declining availability of consumer credit or other factors that impact consumer confidence or disposable income could increase loss frequency and decrease consumer demand for automobiles as well as weaken collateral values on certain types of vehicles.

The following tables reflect the sponsor’s entire North American portfolio of Lease Assets, therefore the levels of delinquency, credit loss, repossession and residual performance experience reflected in the following tables may not be indicative of the performance of the Lease Assets comprising [the][each] designated pool. A “Delinquent Lease” is any lease agreement that is not a Defaulted Lease or a Liquidated Lease and a lessee fails to make at least 90% of a Monthly Payment by the related payment due date and such unpaid amount remains unpaid for more than thirty (30) days from the original payment due date for such payment.

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Delinquency Experience of GM Financial’s Lease Servicing Portfolio

(dollars in thousands)

[To be Updated Quarterly]

	At             ,				At December 31,
	20		20		20		20		20
Number of Lease Agreements Outstanding		[_____]		[_____]		[_____]		[_____]		[_____]
Lease Assets Outstanding(1)		$    [_____]		$    [_____]		$    [_____]		$    [_____]		$    [_____]
Delinquent Lease Agreements(2)
31-60 Days		[_____]		[_____]		[_____]		[_____]		[_____]
61-90 Days		[_____]		[_____]		[_____]		[_____]		[_____]
91+ Days		[_____]		[_____]		[_____]		[_____]		[_____]
Delinquent Lease Agreements as a Percentage of Lease Agreements Outstanding
31-60 Days		[__]%		[__]%		[__]%		[__]%		[__]%
61-90 Days		[__]%		[__]%		[__]%		[__]%		[__]%
91+ Days		[__]%		[__]%		[__]%		[__]%		[__]%

(1) Amounts based on aggregate lease balance of active Lease Assets at period end.

(2) Does not include Lease Assets that have been repossessed, written-off or terminated.

Credit Loss and Repossession Experience of GM Financial’s Lease Servicing Portfolio

(dollars in thousands)

[To be Updated Quarterly]

	Months Ended             ,				Year Ended December 31,
	20		20		20		20		20
Number of Lease Agreements Outstanding(1)		[_____]		[_____]		[_____]		[_____]		[_____]
Number of Repossessions(2)		[_____]		[_____]		[_____]		[_____]		[_____]
Number of Repossessions as a Percentage of Ending Lease Agreements Outstanding		[__]%		[__]%		[__]%		[__]%		[__]%
Lease Assets Outstanding(3)		$    [_____]		$    [_____]		$    [_____]		$    [_____]		$    [_____]
Average Lease Assets Outstanding(4)		$    [_____]		$    [_____]		$    [_____]		$    [_____]		$    [_____]
Net Credit Losses (5)(6)		$    [_____]		$    [_____]		$    [_____]		$    [_____]		$    [_____]
Net Credit Losses as a Percentage of Lease Assets Outstanding(3)(6)		[__]%		[__]%		[__]%		[__]%		[__]%
Net Credit Losses as a Percentage of Average Lease Assets Outstanding(4)(6)		[__]%		[__]%		[__]%		[__]%		[__]%
Annualized Net Credit Losses as a Percentage of Lease Assets Outstanding(3)(6)		[__]%		[__]%
Annualized Net Credit Losses as a Percentage of Average Lease Assets Outstanding(4)(6)		[__]%		[__]%
Average Net Credit Loss per Liquidated Lease Agreement (6)		$    [_____]		$    [_____]		$    [_____]		$    [_____]		$    [_____]

(1) Amounts based on number of active Lease Assets at period end.

(2) Includes all leased vehicles that have been written off or repossessed and sold by the sponsor.

(3) Amounts based on aggregate lease balance of active Lease Assets at period end.

(4) Amounts based on the average lease balance of active Lease Assets at the end of each month in the period.

(5) Net Credit Losses represent the aggregate Lease Assets Outstanding which have been deemed uncollectible during the period net of recoveries.

(6) Prior periods may adjust as deficiency balances may be paid in subsequent periods (sales proceeds and payments captured through             , 20    ).

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Residual Performance Experience of GM Financial’s Lease Servicing Portfolio

(dollars in thousands)

[To be Updated Quarterly]

	Months Ended             ,				Year Ended December 31,
	20		20		20		20		20
Total Number of Leased Vehicles Scheduled to Terminate		[_____]		[_____]		[_____]		[_____]		[_____]
Number of Leased Vehicles returned to GM Financial and sold during the period(1)		[_____]		[_____]		[_____]		[_____]		[_____]
Return Rate based on Leased Vehicles Scheduled to Terminate		[__]%		[__]%		[__]%		[__]%		[__]%
Total Number of Leased Vehicles Terminated(2)		[_____]		[_____]		[_____]		[_____]		[_____]
Number of Leased Vehicles returned to GM Financial and sold during the period(1)		[_____]		[_____]		[_____]		[_____]		[_____]
Return Rate based on Terminated Leases		[__]%		[__]%		[__]%		[__]%		[__]%
Total ALG Residual Values of Leased Vehicles Scheduled to Terminate(3)		$  [_____]		$  [_____]		$  [_____]		$  [_____]		$  [_____]
Total ALG Residual Values of Leased Vehicles returned to GM Financial and sold during the period(3)		$  [_____]		$  [_____]		$  [_____]		$  [_____]		$  [_____]
Total Loss (Gain) on Leased Vehicles returned to GM Financial and sold during the period(4)(5)		$  [_____]		$  [_____]		$  [_____]		$  [_____]		$  [_____]
Total Loss (Gain) on Leased Vehicles returned to GM Financial and sold during the period as a Percentage of Total ALG Residual Values of Leased Vehicles returned to GM Financial and sold during the period(4)(5)		[__]%		[__]%		[__]%		[__]%		[__]%
Average Contract Residual Value as a Percentage of Adjusted MSRP(6)		[__]%		[__]%		[__]%		[__]%		[__]%
Average ALG Residual Value as a Percentage of Adjusted MSRP(6)		[__]%		[__]%		[__]%		[__]%		[__]%
Percentage Difference		[__]%		[__]%		[__]%		[__]%		[__]%

(1) Excludes accounts terminating by repossession or write-off, but includes early terminations.

(2) Excludes accounts terminating by repossession or write-off, but includes all other terminations.

(3) If ALG Residual Value at origination was not available, the oldest available ALG Residual Value mark was used.

(4) ALG Residual Value less net recoveries.

(5) Prior periods may adjust as deficiency balances may be paid in subsequent periods (sales proceeds and payments captured through             , 20    ).

(6) Adjusted MSRP includes value added vehicle adjustments.

Description of the Exchange Note

General

The titling trust is the borrower under the Credit and Security Agreement, which has been filed as an exhibit to the registration statement, under which the sponsor lends the titling trust amounts from time to time to finance its purchase of Lease Assets. As of the date of this prospectus, all Lease Assets owned by the titling trust, including any Lease Assets designated to a designated pool, are held under the Credit and Security Agreement.

At any time, the sponsor may request that the titling trust convert all or a portion of the amount outstanding under the Credit and Security Agreement to one or more term notes evidenced by an “exchange note” and that a portion of the Lease Assets that are subject to the Credit and Security Agreement be allocated to a designated pool related exclusively to that exchange note. No exchange note issued for any securitization transaction in which notes are issued will represent an ownership or beneficial interest in the Lease Assets in the designated pool of Lease Assets allocated to such exchange note. An exchange note is issued, and the related designated pool is designated, pursuant to Exchange

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Note Supplement to the Credit and Security Agreement, a form of which has been filed as an exhibit to the registration statement.

On the closing date, the titling trust will issue the exchange note to the sponsor under the Exchange Note Supplement. The sponsor will identify a subset of the Lease Assets that are collateral under the Credit and Security Agreement to be designated to the designated pool. The Lease Assets in the designated pool will serve as collateral only for the obligations represented by the exchange note for as long as the exchange note is outstanding.

The sponsor will sell the exchange note to the depositor without recourse pursuant to the Exchange Note Sale Agreement and the depositor, in turn, will transfer the exchange note to the issuing entity without recourse pursuant to the Exchange Note Transfer Agreement. The issuing entity will pledge the exchange note and all of its other assets to the indenture trustee for the benefit of the noteholders. The primary asset of the issuing entity will be the exchange note.

As holder of the exchange note, the issuing entity will be entitled to all amounts received on the exchange note, which will be based on the amounts received on the Lease Assets in the designated pool. These amounts include:

· payments by or on behalf of the lessees on the leases in the designated pool;

· net proceeds from the sale of the leased vehicles in the designated pool; and

· proceeds from claims on any insurance policies relating to the lessees, the leases or the leased vehicles in the designated pool.

Interest will accrue on the exchange note at a rate of     %. The exchange note will accrue interest on a 30/360 basis from the closing date to the date on which the exchange note balance is reduced to zero. The titling trust will make interest and principal payments on the exchange note on each payment date from Designated Pool Collections as set forth below under “—Payments of Interest on the Exchange Note” and “—Payments of Principal of the Exchange Note.”

As long as any of the notes are Outstanding, the indenture trustee, acting at the direction of the Majority Noteholders (as defined in the Glossary), will be entitled to exercise all rights and remedies of the issuing entity as holder of the exchange note.

The issuing entity will agree that it will have recourse solely to the designated pool, the reserve account and, to the extent available, shared amounts allocated to the exchange note from other designated pools. The issuing entity will also agree that any claim it may have against the assets of the titling trust other than the designated pool of Lease Assets allocated to the exchange note will be subordinate to the payment in full of the claims of the sponsor, as the lender under the Credit and Security Agreement, the holders, if any, of all other exchange notes and all other asset-backed securities, the payments on which are derived primarily from collections on designated assets of the titling trust, and all related hedging arrangements.

The exchange note is not guaranteed or insured by any governmental agency or instrumentality or by the sponsor, the depositor, the servicer, the collateral agent, the indenture trustee, or any of their respective affiliates.

Payment Dates

Payments on the exchange note and on the notes will be made on the              (    ) day of each month or, if the              (    ) day is not a business day, on the next following business day. The first payment date will be             , 20    . Only holders of record as of the close of business on the related

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record date, which is the business day immediately preceding a payment date, will receive payments on that payment date.

Payments on the exchange note will be made from Designated Pool Collections.

Payments of Interest on the Exchange Note

Interest on the exchange note will accrue during each interest period at the applicable interest rate from and including the most recent payment date—or, in the case of the first payment date, from and including the closing date—to but excluding the following payment date. Interest on the exchange note will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The interest period for the exchange note will not be adjusted based on the actual number of days during the interest period except for the interest period relating to the first payment date. The interest accruing during an interest period will accrue on the exchange note’s outstanding principal balance as of the end of the prior payment date, or, in the case of the first payment date, as of the closing date.

For any payment date, interest due but not paid on that payment date will be due on the next payment date. To the extent permitted by law, interest at the applicable interest rate on that unpaid amount will be due on the next payment date.

For any payment date, the indenture trustee will pay interest on the exchange note from the exchange note collections account after paying accrued and unpaid fees to the servicer. For any payment after an exchange note default occurs, the indenture trustee will pay interest on the exchange note from the exchange note collections account after paying accrued and unpaid fees to the collateral agent (subject to a cap), the administrative agent (subject to a cap) and the servicer, in that order. See “Description of the Transaction Documents—Distributions—Payment Date Payments on the Exchange Note.”

Payments of Principal of the Exchange Note

On each payment date, other than the final scheduled payment date for the exchange note and any payment date when the priorities set forth under “Description of the Transaction Documents—Distributions—Payment Date Payments after an Exchange Note Default” are applicable, Designated Pool Collections in the exchange note collections account, and if necessary, excess cashflow on the designated pool and certain amounts of interest, will be available to pay the Exchange Note Principal Payment Amount (as defined in the Glossary) in accordance with the priority of payments set forth in “Description of the Transaction Documents—Distributions—Payment Date Payments on the Exchange Note.”

Exchange Note Defaults

The occurrence and continuance of any of the following events will constitute an exchange note default under the Exchange Note Supplement:

· events of bankruptcy, insolvency, receivership or liquidation of the titling trust or the titling trust’s property;

· delivery of a notice of termination to the servicer pursuant to the Base Servicing Agreement (as defined in the Glossary) following a servicer event of default under the Base Servicing Agreement, unless, in certain cases, a successor servicer has accepted its appointment on or before the date specified in such notice of termination;

· any failure of the titling trust to pay or cause to be paid any principal of the exchange note on the final scheduled payment date and, if such failure is due to an administrative omission, mistake or technical difficulty such failure continues for three (3) business days after the date when such principal became due;

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· any failure of the titling trust to pay or cause to be paid any part of the Exchange Note Interest Payment Amount (as defined in the Glossary), as specified in the Exchange Note Supplement, when due, and such failure continues for              (        ) business days after the due date;

· any default of the titling trust in the observance or performance of any covenant or agreement made in the Credit and Security Agreement or the Exchange Note Supplement (other than a covenant or agreement, a default in the observance or performance of which is specifically covered by another exchange note default), the exchange noteholder is materially and adversely affected by such default and such default is not cured on or before the sixtieth (60^th) day after the titling trust has received a notice that states that it is a “notice of exchange note default” and specifies the default;

· any breach of a representation or warranty of the titling trust made in the Credit and Security Agreement, the Exchange Note Supplement or in any certificate or other document delivered in connection with Credit and Security Agreement, the Exchange Note Supplement with respect to the exchange note proves to have been incorrect as of the time made, the exchange noteholder is materially and adversely affected by such incorrectness and such incorrectness is not cured on or before the sixtieth (60^th) day after the titling trust has received a notice that states that it is a “notice of exchange note default” and specified the default; 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 principal of the exchange note has been accelerated, the exchange noteholder may (i) commence appropriate proceedings and pursue any of its other rights, remedies, powers or privileges under the Credit and Security Agreement or otherwise, and (ii) direct the collateral agent to (and the collateral agent will) (A) institute proceedings for the complete or partial foreclosure on the lease agreements and the leased vehicles included in the designated pool, (B) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the exchange noteholder, and/or (C) sell or otherwise liquidate all or a portion of the Lease Assets in the designated pool, or any rights or interest included in the Lease Assets at one or more public or private sales called and conducted in any manner permitted by law. Upon the occurrence of an exchange note default, the sponsor and/or the exchange noteholder will have the right, but not the obligation, to submit a bid with respect to any liquidation or sale of all or a portion of the Lease Assets in the designated pool.

Optional Redemption or “Clean Up Call” Option

On any 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, by the servicer if it exercises its “clean-up call” option to purchase the exchange note. The servicer will 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. If this occurs, 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 collection account in the final month will be sufficient to pay in full the notes [, the amount due to the hedge counterparty, if any,] 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.

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Description of the Notes

General

The issuing entity will issue the notes under the Indenture, a form of which has been filed as an exhibit to the registration statement. The following summary describes material terms of the notes and the Indenture. The summary does not purport to be complete and is subject to all the provisions of the notes and the Indenture.

Delivery of Notes

The issuing entity will issue the notes in denominations of $1,000 and integral multiples of $1,000 in book-entry form only. Persons acquiring beneficial interests in the notes will hold their interests through The Depository Trust Company, or DTC, in the United States or through Clearstream Banking, société anonyme, or Clearstream, or Euroclear Bank SA/NV, or Euroclear, in Europe. See “—Book-Entry Registration” and Annex B for further information about holding book-entry notes.

Payment Dates

Payments on the notes will be made on the              (        ) day of each month or, if the              (        ) day is not a business day, on the next following business day. The first payment date will be             , 20    . Only holders of record as of the close of business on the related record date, which is the business day immediately preceding a payment date, will receive payments on that payment date.

On each payment date, the indenture trustee will distribute to each noteholder an amount equal to the percentage interest represented by the note held by the noteholder multiplied by the total amount to be distributed on that payment date on account of that note. Distributions will be made in immediately available funds, by wire transfer or otherwise, to the account of a noteholder. [If a noteholder has notified the indenture trustee, payment to that noteholder may be in the form of a check mailed to the address of the person entitled thereto as it appears on the register.]

A business day is a day other than a Saturday, Sunday, or any other day on which commercial banks located in Texas, Delaware, Minnesota or New York or the location in which the corporate trust office of either the indenture trustee under the Indenture or the owner trustee under the Issuing Entity’s Trust Agreement are authorized or obligated to be closed.

The final scheduled payment dates are as follows:

· for the Class A-1 Notes,             , 20    ;

· for the Class A-2[-A] Notes,             , 20    ;

· [for the Class A-2-B Notes,             , 20    ;]

· for the Class A-3 Notes,             , 20    ;

· for the Class A-4 Notes,             , 20    ;

· for the Class B Notes,             , 20    ;

· for the Class C Notes,            , 20    ; and

· for the Class D Notes,             , 20    .

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Payments of Interest on the Notes

Interest on each class of notes will accrue during each interest period at the applicable interest rate 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 Class A-1 Notes [and the Class A-2-B Notes] will be calculated on the basis of a 360-day year and the actual number of days elapsed in the applicable interest period. Interest 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 will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The interest period for 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 will not be adjusted based on the actual number of days during the interest period except for the interest period relating to the first payment date. The interest accruing during an interest period will accrue on each class’ outstanding note principal amount as of the end of the prior payment date, or, in the case of the first payment date, as of the closing date.

For any payment date, interest due but not paid on that payment date will be due on the next payment date. To the extent permitted by law, interest at the applicable interest rate on that unpaid amount will be due on the next payment date.

[Interest on the [Class A-2-B Notes] will accrue during each interest period at a rate per annum equal to the sum of [30-day average SOFR] plus __%. [Since the [Class A-2-B Notes] bear interest at a floating rate, which is uncapped, while the Lease Assets bear interest at a fixed rate, the issuing entity will enter into either an interest rate swap transaction or an interest rate cap transaction with the hedge counterparty for the purpose of providing an additional source of funds.] 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%.]

For any payment date, the indenture trustee will pay interest on the notes from the note payment account after paying accrued and unpaid fees to the servicer, accrued and unpaid fees and expenses of any successor servicer (subject to a cap), the indenture trustee (subject to a cap), the owner trustee (subject to a cap) and the asset representations reviewer (subject to a cap), in each case absent the continuance of an event of default and subject to the caps set forth in the Servicing Agreement [and, if applicable, any net amounts due to the hedge counterparty]. See “Description of the Transaction Documents—Distributions—Payment Date Payments on the Notes” for further information regarding payments on the notes.

[Determination of SOFR]

[Interest on the Floating Rate Notes will accrue at a floating rate based on a benchmark rate based on the secured overnight financing rate, or “SOFR,” published by the FRBNY. The benchmark rate will be [“30-day average SOFR,” which for any determination date is the average of the daily SOFR for the preceding 30 calendar days, compounded daily on business days] [“SOFR in arrears,” which for any determination date is the average of the daily SOFR for the related interest period, compounded daily on business days]. Pursuant to the Indenture, the collateral agent, as calculation agent, will determine [30-day average SOFR] rate for each interest period by referring to a published source of the rate. The calculation agent will determine [30-day average SOFR] for each interest period on the second SOFR business day prior to that interest period, the “SOFR Determination Date.” If a published [30-day average SOFR] rate is unavailable on a SOFR Determination Date, the rate will be the [30-day average SOFR] for the most recent SOFR business day on which such rate was published. For purposes of calculating [30-day average SOFR], a SOFR business day means a business day determined in accordance with the SOFR publication calendar of the FRBNY.]

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Payments of Principal of the Notes

On each payment date, other than any payment date when the priorities set forth under “Description of the Transaction Documents—Distributions—Payment Date Payments after an Event of Default” are applicable, amounts received on the exchange note, will be available to pay the Noteholders’ Principal Distributable Amount (as defined in the Glossary) after payment of senior fees and interest due on the notes on that payment date, after payment on any parity principal payment on that payment date and any principal payments made on a class of notes on its final scheduled payment date.

On each payment date, payments of principal will be distributed to the most senior Outstanding class of notes to maintain parity between the note principal amount and the Aggregate Securitization Value. The principal payments made to cure this undercollateralization, if any then exists, will be made prior to the payment of interest on the more subordinated classes of notes on that payment date. See “Description of the Transaction Documents—Distributions—Payment Date Payments on the Notes” below.

On each payment date, once the reserve account is fully funded, Total Available Funds (as defined in the Glossary) that remain following payment of all amounts pursuant to clauses [(1) through (15)] under “Description of the Transaction Documents—Distributions—Payment Date Payments on the Notes” below will be available to be paid as the Accelerated Principal Amount (as defined in the Glossary) and will be paid to the most senior Outstanding class or classes of notes as payments of principal. These amounts will be paid under clause [(16)] under “Description of the Transaction Documents—Distributions—Payment Date Payments on the Notes.”

The classes of notes are “sequential pay” classes. [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 and interest, which will be made pro rata based on the respective unpaid principal amount of the Class A-2-A Notes and the Class A-2-B Notes.] On each payment date, all amounts allocated to the payment of principal as described in clauses [(3), (4), (6), (7), (9), (10), (12), (13), (14), and (16)] under “Description of the Transaction Documents—Distributions—Payment Date Payments on the Notes” below other than any payment date when the priorities set forth under “Description of the Transaction Documents—Distributions—Payment Date Payments after an Event of Default” are applicable, will be aggregated and will be paid out in the following order:

· 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;

· 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.

In addition, any Outstanding principal amount of any class of notes will be payable on the final scheduled payment date for that class. The actual date on which the Outstanding principal amount of any

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class of notes is paid may be earlier than the final scheduled payment date for that class, depending on a variety of factors.

[Mandatory Redemption

If any amounts remain on deposit in the [revolving account][pre-funding account] at the end of the [revolving period][pre-funding period], each class of notes will be redeemed in part on the mandatory redemption date. The amount of each class to be repaid from the remaining [revolving account][pre-funding account] funds will be equal to that class’ pro rata share of those moneys, based on the respective current note principal amount of each class of notes. However, if the aggregate remaining amount in the [revolving account][pre-funding account] is $             or less, that amount will be applied exclusively to reduce the Outstanding note principal amount of the class of notes then entitled to receive principal distributions.]

Events of Default

The occurrence and continuance of any of the following events, subject to any applicable cure period, will constitute an event of default under the Indenture:

· default in the payment of interest when it becomes due and payable on (i) the Class A Notes, (ii) if no Class A Notes are Outstanding (as defined in the Glossary), the Class B Notes, (iii) if no Class A Notes or Class B Notes are Outstanding, the Class C Notes, or (iv) if no Class A Notes, Class B Notes or Class C Notes are Outstanding, the Class D Notes and such failure continues for five (5) days after the due date;

· default in the payment of principal of any note when the same becomes due and payable on its final scheduled payment date;

· failure to observe or perform any covenant or agreement of the issuing entity made in the Indenture (other than a default in the payment of the interest or principal of any note when due) or of the issuing entity, the depositor, the settlor, the titling trust or the sponsor (in any capacity) in any other Transaction Document relating to the issuance of and payment of the notes or the servicing of the designated pool, which failure materially and adversely affects the rights of the noteholders, and such failure to observe or perform shall continue for a period of sixty (60) days after the date on which a written notice stating that such notice is a notice of an event of default requiring the same to be remedied shall have been given to the issuing entity, the depositor, the settlor, the titling trust or the sponsor, as the case may be, by the indenture trustee acting on behalf of the holders of notes representing at least 25% of the principal amount of the most senior class of notes specifying such failure;

· any representation or warranty made by the issuing entity in the Indenture or by the issuing entity, the depositor, the settlor, the titling trust or the sponsor (in any capacity) in any Transaction Document or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection therewith shall prove to have been incorrect in any manner that is materially adverse to any secured party on or as of the date made or deemed made which failure, if capable of being cured, has not been cured for a period of sixty (60) days after the date on which a written notice stating that such notice is a notice of an event of default requiring the same to be remedied shall have been given to the issuing entity, the depositor, the settlor, the titling trust or the sponsor, as the case may be, by the indenture trustee acting on behalf of the holders of notes representing at least 25% of the principal amount of the most senior class of notes specifying such incorrectness; and

· events of bankruptcy, insolvency, receivership or liquidation of the issuing entity or the issuing entity’s property titling trust.

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If an event of default is the result of the bankruptcy, insolvency, receivership or liquidation of the issuing entity or titling trust, the notes shall become due and payable at par, together with accrued interest. If any other event of default has occurred and is continuing, the indenture trustee, if so requested in writing by the Majority Noteholders, shall declare that the notes become due and payable at par, together with accrued interest. Prior to the declaration of the acceleration of the notes, the Majority Noteholders may waive any event of default or unmatured event of default and its consequences except a default (a) in the payment of principal of or interest on any of the notes, or (b) in respect of a covenant or provision which cannot be modified or amended without the consent of the holder of each note.

Upon the occurrence of an event of default, the indenture trustee, if so requested in writing by the Majority Noteholders, shall accelerate the notes, exercise remedies or liquidate the trust property in whole or in part, on any date or dates following the event of default. The indenture trustee may not cause the liquidation of the trust property unless (i) the event of default is a default in the payment of principal of or interest on any of the notes, or (ii) either (a) noteholders representing 100% of the Outstanding amount of the notes consent thereto, or (b) the proceeds of such sale or liquidation distributable to the noteholders will be sufficient to discharge in full all amounts then due and unpaid on such notes for principal and interest and the majority of noteholders consent thereto, or (c) the trust property will not continue to provide sufficient funds for the payment of principal of and interest on the notes and they would have become due if the notes had not been accelerated and the indenture trustee provides notice to the issuing entity (who shall deliver such notice to the engaged NRSROs) and obtains the consent of noteholders representing at least 66-2/3% of the Outstanding amount of the notes. The indenture trustee may use an investment bank, at other than its own expense, to make the above determinations and shall be entitled to fully rely, with no liability, on such investment bank’s determination.

Book-Entry Registration

Upon issuance, the notes will be available only in book-entry form. Investors in the notes may hold their notes through any of DTC, in the United States, or Clearstream or Euroclear in Europe, which in turn hold through DTC, if they are participants of those systems, or indirectly through organizations that are participants in those systems. The notes will be issued as fully-registered notes registered in the name of Cede & Co (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered definitive note will be issued for each class of notes, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any class exceeds $500,000,000, one definitive note will be issued with respect to each $500,000,000 of principal amount, and an additional definitive note will be issued with respect to any remaining principal amount of such class.

The notes will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds. Secondary market trading between investors through Clearstream and Euroclear will be conducted in the ordinary way in accordance with the normal rules and operating procedures of Clearstream and Euroclear and in accordance with conventional eurobond practice, which is seven calendar day settlement. Secondary market trading between investors through DTC will be conducted according to DTC’s rules and procedures applicable to U.S. corporate debt obligations. Secondary cross-market trading between Clearstream or Euroclear and DTC participants holding notes will be effected on a delivery-against-payment basis through the respective Depositaries of Clearstream and Euroclear and as DTC participants.

Non-U.S. holders of global securities will be subject to U.S. withholding taxes unless the holders meet a number of requirements and deliver appropriate U.S. tax documents to the notes clearing organizations or their participants.

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DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited notes, through electronic computerized book-entry transfers and pledges between DTC participants’ accounts. This eliminates the need for physical movement of definitive notes. DTC participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation which, in turn, is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. The DTC Rules applicable to its participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of notes under the DTC system must be made by or through direct participants, which will receive a credit for the notes on DTC’s records. The ownership interest of each actual purchaser of each note, or a “beneficial owner,” is in turn to be recorded on the DTC direct and indirect participants’ records. Beneficial owners will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the notes are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive definitive notes representing their ownership interests in notes, except in the event that use of the book-entry system for the notes is discontinued.

To facilitate subsequent transfers, all notes deposited by DTC participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of notes with DTC and their registration in the name of Cede & Co., or such other DTC nominee, do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the notes; DTC’s records reflect only the identity of the DTC participants to whose accounts such notes are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to DTC participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners of notes may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the notes, such as redemptions, renders, defaults, and proposed amendments to the Transaction Documents. For example, beneficial owners of notes may wish to ascertain that the nominee holding the notes for their benefit has agreed to obtain and transmit notices to beneficial owners. In the alternative, beneficial owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices will be sent to DTC. If less than all of the notes within a class are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each direct participant in such class to be redeemed.

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Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to notes unless authorized by a DTC participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an omnibus proxy to the related issuing entity as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose accounts notes are credited on the record date (identified in a listing attached to the omnibus proxy).

Redemption proceeds and payments on the notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit DTC participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the issuing entity or its agent, on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with notes held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participant and not of DTC nor its nominee, or the issuing entity, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the issuing entity, disbursement of such payments to DTC participants will be the responsibility of DTC, and disbursements of such payments to the beneficial owners will be the responsibility of participants.

A beneficial owner shall give notice to elect to have its notes purchased or sold, through its participant and shall effect delivery of such notes by causing the DTC participant to transfer the participant’s interest in the notes, on DTC’s records. The requirement for physical delivery of the notes in connection with a sale will be deemed satisfied when the ownership rights in the notes are transferred by DTC participants on DTC’s records and followed by a book-entry credit of sold notes to the purchaser’s account.

Clearstream Banking, société anonyme, Luxembourg, formerly Cedelbank, or Clearstream, Luxembourg, is incorporated under the laws of Luxembourg. Clearstream, Luxembourg holds securities for its customers and facilitates the clearance and settlement of securities transactions between Clearstream, Luxembourg customers through electronic book-entry changes in accounts of Clearstream, Luxembourg customers, thereby eliminating the need for physical movement of definitive securities. Transactions may be settled by Clearstream, Luxembourg in a number of currencies, including U.S. Dollars. Clearstream, Luxembourg provides to its customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream, Luxembourg also deals with 45 domestic securities markets around the globe through established depository and custodial relationships. Clearstream, Luxembourg is registered as a bank in Luxembourg, and as such is subject to regulation by the Commission de Surveillance du Secteur Financier, ‘CSSF’, which supervises Luxembourg banks. Clearstream, Luxembourg’s customers are worldwide financial institutions, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Clearstream, Luxembourg’s U.S. customers are limited to securities brokers and dealers and banks. Currently, Clearstream, Luxembourg has over 2,500 customers located across 110 countries, including all major European countries, Canada and the United States. Indirect access to Clearstream, Luxembourg is available to other institutions that clear through or maintain a custodial relationship with a Clearstream, Luxembourg participant. Clearstream, Luxembourg has established an electronic bridge with Euroclear Bank in Brussels to facilitate settlement of trades between Clearstream, Luxembourg and Euroclear Bank, or Euroclear.

Euroclear was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for movement of physical securities and any risk from lack of simultaneous transfers of securities and cash. Transactions may be settled in over 30 currencies,

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including United States dollars. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. Euroclear is operated by Euroclear Bank SA/NV under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation. Euroclear Bank SA/NV conducts all operations. All Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank SA/NV, not Euroclear Clearance Systems S.C. Euroclear Clearance Systems S.C. establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Euroclear Bank SA/NV has advised that it is licensed by the Belgian Banking and Finance Commission to carry out banking activities on a global basis. As a Belgian bank, it is regulated and examined by the Belgian Banking Commission. Securities clearance accounts and cash accounts with Euroclear Bank SA/NV are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law. These terms and conditions, operating procedures and laws govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. Euroclear Bank SA/NV acts under the Terms and Conditions only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.

Definitive Notes

The notes will be issued in fully registered, certificated form, commonly called “definitive notes,” to the noteholders or their nominees, rather than to DTC or its nominee, only if:

· DTC or the servicer advises the indenture trustee in writing that DTC is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depositary with respect to the book-entry notes and the issuing entity or the indenture trustee is unable to locate a qualified successor; or

· the beneficial owners advise the indenture trustee through DTC participants in a manner consistent with the Transaction Documents and with the necessary percentage of the aggregate Outstanding principal amount of the notes represented that the continuation of a book-entry system with respect to the notes through DTC is no longer in their best interest.

Upon the occurrence of any event described in the immediately preceding paragraph, the indenture trustee will notify all affected noteholders through participants of the availability of definitive notes. Upon surrender by DTC of its notes and receipt of instructions for re-registration, the indenture trustee will reissue the notes as definitive notes.

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Distributions of principal of, and interest on, the notes will then be made by the collateral agent or trustee in accordance with the procedures set forth in the Transaction Documents directly to holders of definitive notes in whose names the definitive notes were registered at the close of business on the applicable record date. Distributions will be made by check mailed to the address of the noteholder as it appears on the register maintained by the indenture trustee. The final payment on any note, however, will be made only upon presentation and surrender of the note at the office or agency specified in the notice of final distribution.

Definitive notes will be transferable and exchangeable at the offices of the indenture trustee or of a certificate registrar named in a notice delivered to holders of the definitive notes. No service charge will be imposed for any registration of transfer or exchange, but the indenture trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Reports to Noteholders

On or prior to each payment date, the servicer or the indenture trustee will forward, or cause to be forwarded, to each noteholder of record or post to a designated website a statement or statements with respect to the trust property, payments on the exchange note and payments by the issuing entity, generally describing the following information:

1. collections on the Lease Assets in the designated pool during the related collection period;

2. fees and expenses payable to the indenture trustee, the owner trustee, the asset representations reviewer, the servicer and the successor servicer;

3. distributions on the exchange note;

4. the amount of interest and principal payable, and paid, on each class of notes, in each case expressed as an aggregate amount;

5. the principal amount of each class of notes at the beginning of the period and the end of the period and the note factors needed to compute the principal amount of each class of notes, in each case, after giving effect to all payments to be made on the payment date;

6. the balance of the reserve account and the amount of any withdrawals from or deposits in the reserve account to be made on the payment date;

7. information on the performance of the designated pool for the preceding month, including the Aggregate Securitization Value, collections and the aggregate amount paid by the servicer to redesignate Lease Assets from the designated pool, any redesignation activity, the number of Lease Assets remaining in the designated pool and the pool factor;

8. delinquency, repossession, credit loss and residual performance information on the Lease Assets in the designated pool for the related collection period; and

9. lease termination information for the designated pool, including number of leased vehicles purchased or returned by lessees, number of leases charged off, return rate and the Required Pro Forma Note Balance (as defined in the Glossary).

Within the prescribed period of time for tax reporting purposes after the end of each calendar year, the indenture trustee will provide the noteholders a statement containing the amounts described in (4) above for that calendar year and any other information required by applicable tax laws.

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Description of the Transaction Documents

The following summary describes material terms of the Credit and Security Agreement, the Exchange Note Supplement, the Servicing Agreement, the Indenture and the Issuing Entity’s Trust Agreement. The depositor has filed forms of these Transaction Documents as exhibits to the registration statement. On or prior to the filing of the final prospectus, the issuing entity will also file versions of these Transaction Documents setting forth their final material terms on a Form 8-K under the commission file number that will be established for the issuing entity. This summary does not claim to be complete and is subject to all the provisions of the Transaction Documents.

Lending Facility

Dealers of motor vehicles originate closed-end lease agreements, each a lease agreement, between the dealer, as lessor, and a retail customer, as lessee. Upon origination of the lease agreement, both the lease agreement and the motor vehicles that are the subject of such lease agreement, each a leased vehicle, are assigned by the originating dealer to the titling trust. The titling trust typically pays the purchase price to the dealers with cash loaned to it by the sponsor, each an advance, under the Lending Facility. In exchange for the advances, the titling trust pledges the Lease Assets to GM Financial as security for the advances. Each leased vehicle is titled in the name of the titling trust and the collateral agent is named lienholder on the related certificate of title.

Pursuant to the Credit and Security Agreement, the sponsor may, from time to time, request that all or a portion of the titling trust’s obligations to repay the advances be represented as an exchange note and that a specified designated pool comprised of certain lease agreements and related leased vehicles be designated as supporting only the titling trust’s obligations under such exchange note. All amounts outstanding under the Credit and Security Agreement (including all Outstanding Exchange Notes issued thereunder) are secured by a single security interest in favor of the collateral agent, on behalf of the sponsor and any other holder of an exchange note, on all lease agreements, leased vehicles and any proceeds thereof. Notwithstanding the existence of a single security interest under the Credit and Security Agreement each exchange note will be paid exclusively from the cash collections and other cash proceeds of the Lease Assets in the related designated pool and any exchange note-specific credit enhancement and will not be entitled to amounts collected on any other leases or leased vehicles owned by the titling trust (whether or not they have been designated to another designated pool) or to any credit enhancement established with respect to any other exchange note.

Under the Base Servicing Agreement, the sponsor was appointed to service the Lease Assets under the Lending Facility. The parties to that Base Servicing Agreement also acknowledged that in connection with the establishment, from time to time, of designated pools comprised of Lease Assets backing exchange notes, it would be necessary to enter into supplemental servicing agreements, providing for the sponsor’s specific servicing obligations with respect to each designated pool.

Designated Pool

Pursuant to the Credit and Security Agreement and the Exchange Note Supplement, the titling trust will issue the exchange note to the sponsor on the closing date and will designate the specific designated pool of Lease Assets that supports the exchange note. See “The Designated Pool[s]” and “Description of the Exchange Note” for more information on the Lease Assets in the designated pool relating to this transaction and for information on the exchange note. There will be no independent verification required to confirm the servicer’s determination that [either the initial Lease Assets or the subsequent] Lease Assets that are designated to the designated pool meet the eligibility criteria set forth under “The Designated Pool[s]—Criteria for Selecting the Lease Assets in the Designated Pool[s].”

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[The Revolving Period

The revolving period encompasses the period from the closing date until the earliest of:

· the          20     payment date (after giving effect to distributions on that date); and

· the date on which an early amortization event, as set forth in “—Early Amortization Events” below, occurs (prior to taking into consideration any distributions on that date if such date is a payment date).

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 cause subsequent Lease Assets to be designated to the designated pool from time to time on payment dates during the revolving period. Additionally, excess cashflow will be deposited into the revolving account on each payment date during the revolving period, and will be applied to cause subsequent Lease Assets to be designated to the designated pool to build and maintain the Required Revolving Pool Aggregate Securitization Value (as defined in the Glossary) from time to time on payment dates during the revolving period. If no early amortization event occurs, principal will first be distributable to the noteholders on the          20     payment date (or, in the case of a mandatory redemption, 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 amortization event or, if the early amortization event occurs on a payment date, on such date. The issuing entity will cause subsequent Lease Assets to be designated to the designated pool on payment dates, at least quarterly, during the revolving period to reach and maintain the Required Revolving Pool Aggregate Securitization Value.

The issuing entity’s ability to cause subsequent Lease Assets to be designated to the designated pool during the revolving period will be limited by the amount of collections received on the exchange note with which the issuing entity can make the related payments to cause such designations of the subsequent Lease Assets to the designated pool and the availability of eligible Lease Assets at the titling trust for the issuing entity to cause to be designated to the designated pool. The purchase price for each subsequent Lease Asset will equal the [Securitization Value] of such subsequent Lease Asset.

The subsequent Lease Assets will also have been originated by the sponsor through dealers and then assigned to the titling trust or were originated directly with consumers by the sponsor and then assigned to the titling trust and must meet the eligibility requirements described in “The Designated Pool[s]—Criteria for Selecting the Subsequent Lease Assets in the Designated Pool[s].” To the extent that amounts allocated to cause the designation of subsequent Lease Assets to the designated pool are not so used on any monthly payment date, they will remain in the revolving account and be applied on subsequent payment dates during the revolving period to cause the designation of subsequent Lease Assets. Upon termination of the revolving period, the amortization period will begin and amounts received by the issuing entity allocable to principal will be applied to the payment of principal of the notes further described herein. Amounts remaining on deposit in the revolving account at the end of the revolving period will be distributable to the noteholders as a mandatory redemption as described in “Description of the Notes—Mandatory Redemption.”

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Early Amortization Events

The revolving period will terminate earlier than the scheduled amortization date if an early amortization event occurs. An early amortization event means any of the following:

· [the Three-Month Rolling Average Delinquency Ratio exceeds         %. For purposes of this test, the “Three-Month Rolling Average Delinquency Ratio” means                     ;]

· [the Three-Month Rolling Average Annualized Net Loss Ratio exceeds __%. For purposes of this test, the “Three-Month Rolling Average Annualized Net Loss Ratio” means                     ;]

· 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 the first two consecutive payment dates after taking into consideration the subsequent Lease Assets designated to the designated pool on each such payment date and funds that are expected to be on deposit in the revolving account in an amount greater than         % of the Aggregate Securitization Value as of the [initial] cutoff date at the end of the third payment date (calculated as of the related determination date) after taking into consideration the subsequent Lease Assets scheduled to be designated to the designated pool on the third payment date; or

· an Exchange Note Servicer Default has occurred.

If an early amortization event occurs, principal will first be distributable to the noteholders on the payment date immediately succeeding the early amortization event or, if the early amortization event occurs on a payment date, on such date.]

Accounts

The indenture trustee will establish an exchange note collections account in its own name, on the noteholders’ behalf. The servicer shall remit, or shall cause its agent or any applicable subservicer to remit, to the exchange note collections account all Designated Pool Collections. After the closing date, the servicer will be required to deposit all Designated Pool Collections to the exchange note collections account within two (2) business days of receipt.

The indenture trustee will establish an indenture collections account in its own name, on the noteholders’ behalf. All amounts allocated to the issuing entity, as exchange note holder, from the exchange note collections account, will be deposited in the indenture collections account. The indenture collections account will be maintained with the indenture trustee so long as the indenture trustee’s deposits have a rating acceptable to the engaged NRSROs. If the deposits of the indenture trustee or its corporate parent no longer have an acceptable rating, the servicer shall, with the indenture trustee’s assistance if necessary, transfer each of the exchange note collections account, the indenture collections account, the note payment account and the reserve account within thirty (30) days (or such longer period as agreed with such engaged NRSROs) to a bank whose deposits have the proper rating.

The indenture trustee will establish and maintain a note payment account in its own name, on the noteholders’ behalf. Amounts that are released from the indenture collections account for distribution to noteholders will be deposited to the note payment account and all distributions to the noteholders will be made from the note payment account.

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The indenture trustee will establish and maintain a reserve account in its own name, on the noteholders’ behalf. Amounts may be released from the reserve account in the manner set forth in “—Credit Enhancement—Reserve Account.”

[The indenture trustee will establish and maintain the revolving account in its own name, on the noteholders’ behalf. During the revolving period, amounts that would otherwise be available to pay principal on the notes will be deposited into the revolving account and applied to cause subsequent Lease Assets to be designated to the designated pool. Additionally, excess cashflow will be deposited into the revolving account during the revolving period to cause subsequent Lease Assets to be designated to the designated pool in order to build and maintain the Required Revolving Pool Aggregate Securitization Value. On any payment date during the revolving period, the servicer has the option to instruct the indenture trustee to use money on deposit in the revolving account to cause subsequent Lease Assets to be designated to the designated pool on such payment dates. Amounts remaining on deposit in the revolving account, on any payment date during the revolving period that the sum of the Aggregate Securitization Value and the amount on deposit in the revolving account, after giving effect to any designations of subsequent Lease Assets to the designated pool on such payment date, exceeds the Required Revolving Pool Aggregate Securitization Value, will be released to the indenture collections account for inclusion as Available Funds (as defined in the Glossary). If any amounts remain on deposit in the revolving account at the end of the revolving period, each class of notes will be redeemed in part on the mandatory redemption date as described in “Description of the Notes—Mandatory Redemption.”]

[The trust collateral agent will establish and maintain the pre-funding account in its own name, on the noteholders’ behalf. On the closing date,         % of the net proceeds from the sale of the notes will be deposited in the pre-funding account. During the pre-funding period, consisting of                      months following the closing date, funds on deposit in the pre-funding account will be applied to cause subsequent Lease Assets to be designated to the designated pool. If any amounts remain on deposit in the pre-funding account at the end of the pre-funding period, each class of notes will be redeemed in part on the mandatory redemption date as described in “Description of the Notes—Mandatory Redemption.”]

Funds on deposit in the exchange note collections account, the indenture collections account, the note payment account and the reserve account will be invested by the indenture trustee (or any custodian with respect to funds on deposit in such account) in permitted investments selected in writing by the servicer (pursuant to standing instructions or otherwise). To the extent no such eligible investment is so selected in writing by the servicer, the funds in these accounts will be held uninvested.

Eligible investments are limited to investments acceptable to the engaged rating agencies as being consistent with the rating of the notes. Eligible investments may include securities issued by the sponsor, the servicer or their respective affiliates or other issuing entities created by the sponsor or its affiliates. Except as described below, eligible investments are limited to obligations or securities that mature no later than the business day immediately preceding a payment date unless the eligible investments are invested in collateral agent funds. However, subject to conditions, funds in the reserve account may be invested in securities that will not mature prior to the next payment date and will not be sold to meet any shortfalls. Thus, the amount of cash in any reserve account at any time may be less than the balance of the reserve account. If the amount required to be withdrawn from any reserve account to cover shortfalls in collections exceeds the amount of cash in the reserve account, a temporary shortfall in the amounts distributed to the related noteholders could result. This could, in turn, increase the average life of the notes. The servicer will deposit investment earnings on funds in the trust accounts, net of losses and investment expenses, in the applicable collections account on each payment date.

[Amounts on deposit in the reserve account will be invested in certain eligible investments at the written direction of the servicer that mature not later than the business day prior to the following payment date, or, if the engaged NRSROs either (i) provide written confirmation that it would not affect the ratings

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assigned to the notes, or (ii) do not provide notice within              (        ) business days of its receipt of written notice thereof that it would affect the ratings assigned to the notes, that mature later than the business day prior to the following payment date unless such eligible investment is an obligation of the indenture trustee, then the investment may mature on the payment date. Any net income from those investments will be deposited into the reserve account.]

All accounts will be eligible deposit accounts. An eligible deposit account is a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states or the District of Columbia, or any domestic branch of a foreign bank, having corporate trust powers and acting as trustee for funds deposited in the account, so long as such depository institution has a credit rating acceptable to the engaged NRSROs. In addition, the depository institution’s deposits must be insured by the FDIC.

Servicing

General

The sponsor has been appointed as servicer under the Servicing Agreement. The servicer may not resign from its obligations and duties as servicer, except upon determination that the performance by the servicer of its duties is no longer permissible under applicable law. No resignation will become effective until the indenture trustee or a successor servicer has assumed the servicer’s servicing obligations and duties under the Transaction Documents.

The servicer will not be liable to the noteholders for taking any action, or for errors in judgment; provided, however, that the servicer will not be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties. The servicer will be under no obligation to appear in, prosecute, or defend any legal action that is not incidental to its servicing responsibilities and that, in its opinion, may cause it to incur any expense or liability.

Any entity into which the servicer may be merged or consolidated, or any entity resulting from any merger or consolidation to which the servicer is a party, or any entity succeeding to the business of the servicer or, an entity in each of the prior cases that assumes the obligations of the servicer, will be the successor to the servicer.

Servicing Procedures

The Transaction Documents provide that the servicer will make reasonable efforts to:

· collect all payments due on the Lease Assets allocated to the designated pool which are part of the trust property and made on the leases in the designated pool; and

· make collections on the leases using the same collection procedures that it follows with respect to automobile leases that it services for itself and others.

Consistent with its normal procedures, the servicer may, in its discretion, arrange with a lessee on a lease agreement to defer payments or extend the payment schedule. Some of the arrangements—including, without limitation, any extension of the payment schedule beyond the final scheduled payment date for the exchange note—may result in the servicer redesignating the lease and related leased vehicle from the designated pool. See “The Sponsor’s Automobile Leasing Program—Servicing of Lease Assets—Collections” for more information about deferments and extensions. The servicer may sell the leased vehicle relating to a Defaulted Lease at a public or private sale, or take any other action permitted by applicable law.

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Depositing of Designated Pool Collections

The servicer will deposit into the exchange note collections account all payments on the Lease Assets in the designated pool within two (2) business days of receipt. The servicer may not commingle monies deposited in the exchange note collections account with funds from other sources.

Servicing Compensation

Under the Servicing Agreement, the servicer will receive a designated pool servicing fee on each payment date. The designated pool servicing fee will be equal to the sum of (a) the product of (1) 1.00%, multiplied by (2) the Aggregate Securitization Value as of the beginning of the calendar month preceding the calendar month in which the payment date occurs, multiplied by (3) one-twelfth (or, in the case of the first payment date, a fraction equal to the number of days from and excluding the cutoff date through and including             , 20    , over 360), plus (b) a supplemental servicing fee equal to all Administrative Charges (as defined in the Glossary) collected on the Lease Assets during the related collection period and any other expenses reimbursable to the servicer. For so long as any successor servicer is the servicer, with the consent of the Majority Noteholders, the servicing fee may be greater than the servicing fee that the sponsor is entitled to receive as the servicer.

In addition to the servicing fee, the servicer will also retain any late fees, the penalty portion of past due amounts, prepayment charges and other administrative fees or similar charges allowed by applicable law with respect to the Lease Assets as supplemental servicing fees, and will be entitled to reimbursement from the issuing entity for various expenses. The servicer will allocate lessee payments to scheduled payments due from lessees, late fees and other charges, and principal and interest in accordance with the servicer’s normal practices and procedures.

The designated pool servicing fee will compensate the servicer for performing the functions of a third-party servicer of lease agreements in respect of leased vehicles as an agent for their beneficial owner. These servicer functions will include:

· performing on behalf of the titling trust all obligations on the part of the lessor under the lease agreements;

· collecting and processing payments, including excess wear and use charges, accounting for all collections and furnishing statements to the indenture trustee with respect to distributions;

· responding to the inquiries of lessees;

· investigating delinquencies and paying the costs of collections with respect to Defaulted Leases;

· sending billing statements and tax information to lessees;

· monitoring the leased vehicles;

· negotiating with the lessees of lease agreements nearing their respective Maturity Dates and arranging extensions of the related lease agreement and/or sale or other disposition of the related leased vehicle;

· executing and delivering or causing to be executed and delivered, any and all instruments, certificates or other documents necessary or advisable in connection with the servicing or administering of or collecting under the leases and in respect of the leased vehicles;

· executing powers of attorney to be delivered to lessees for the limited purpose of obtaining license plates and fulfilling other state requirements for registration of the leased vehicles;

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· approving repairs to leased vehicles and endorsing the related insurance settlement checks for repair work;

· servicing the lease agreements, including: (i) accounting for collections and furnishing periodic statements with respect to distributions as set in the Transaction Documents, (ii) generating or causing to be generated federal and state tax information and, to the extent required by applicable law, returns on behalf of the titling trust, and (iii) filing periodic sales and use tax or property (real or personal) tax reports;

· maintaining separate and distinct records for the designated pool and separately accounting for the trust property allocated to the designated pool;

· applying for and maintaining the licenses and the filings described in the Transaction Documents;

· preparing and filing any UCC financing statements;

· acting as agent of the collateral agent with respect to holding the leases and certificates of title relating to the leased vehicles; and

· such other activities as shall be necessary or advisable in connection with the foregoing.

The servicer will also be reimbursed from Designated Pool Collections for certain 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. The servicer will be reimbursed for repossession and recovery fees and costs associated with maintaining bank accounts that are necessary to service the Lease Assets. Additionally, if as part of the disposition process with respect to any leased vehicle the leased vehicle is reallocated from the designated pool as part of a like kind exchange program, the servicer will be obligated to deposit the full Base Residual Value for the leased vehicle into the exchange note collections account within two (2) days of the reallocation but will be entitled to be reimbursed from Designated Pool Collections to the extent that actual Net Liquidation Proceeds (as defined in the Glossary) on the leased vehicle are less than the Base Residual Value. If the servicer wishes to terminate a lease agreement prior to its Maturity Date pursuant to a pull ahead program, the servicer must ensure that all remaining Monthly Payments due under the lease agreement are deposited into the exchange note collections account. If the servicer deposits those remaining Monthly Payments out of its own funds it may subsequently be reimbursed for those pull ahead deposits by GM, or an affiliate of GM but it will not be reimbursed for those deposits from any Designated Pool Collections.

The servicer is permitted to delegate its duties under any Transaction Document with respect to the servicing of and collections on leases with respect to leased vehicles to an affiliate of the sponsor or a third-party subservicer, including, in each case, the delegation of its duties under any Transaction Document with respect to the servicing of and collections on certain leases with respect to leased vehicles without first obtaining the consent of any person. The servicer presently delegates certain administrative duties to a third-party subservicer. The servicer may continue to delegate certain of its servicing duties under the Transaction Documents in this manner or the servicer may perform some of all of those servicing duties itself. The servicer may utilize third-party agents in connection with its usual collection activities, such as repossessions and pursuing deficiency balances. The fees and expenses of any third-party subservicer or third-party agent will be as agreed between the servicer and such third-party subservicer or third-party agent, as applicable, and none of the indenture trustee, the collateral agent, the issuing entity or the noteholders will have any responsibility for those fees and expenses. No delegation by the servicer of any of its duties under any Transaction Document shall relieve the servicer of its responsibility with respect to such duties.

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Obligations to Redesignate Lease Assets

The servicer will follow its policies and procedures in servicing the leases in the designated pool. As part of its normal collection efforts, the servicer may waive or modify the terms of any lease, including granting payment extensions and rebates and rewriting, rescheduling or amending any lease or waiving late fees, extension fees or other administrative fees. The servicer will redesignate any lease and related leased vehicle from the designated pool if it (a) grants a payment or term extension beyond the final scheduled payment date for the exchange note, (b) changes the Contract Residual Value of the leased vehicle relating to a lease, or (c) changes the amount of the Monthly Payment owed by the lessee. However, the servicer will not be required to redesignate any modified lease and related leased vehicle from the designated pool if the action was required by law or court order, including by a bankruptcy court. The servicer will redesignate a modified lease and the related leased vehicle from the designated pool on or before the payment date following the month during which the modification occurs.

The servicer must maintain perfection of the collateral agent’s security interest in each Lease Asset in the designated pool until the lease is paid in full and, if the leased vehicle is returned at the end of the lease, until the leased vehicle is sold, except in certain limited circumstances. For a written-off lease, the servicer may release the security interest in a sale of charged off leases and as permitted by the servicer’s policies and procedures. If the servicer fails to maintain perfection of the collateral agent’s security interests in a Lease Asset or otherwise impairs the rights of the collateral agent in the Lease Asset (other than in accordance with its policies and procedures) and the servicer does not correct the failure or impairment in all material respects by the end of the second (2^nd) month following the month in which a responsible person obtained actual knowledge, or was notified, of the impairment, the servicer must redesignate the Lease Asset from the designated pool.

If the servicer is notified that a leased vehicle in the designated pool is no longer owned by the titling trust, the servicer must redesignate the Lease Asset from the designated pool.

In connection with any such redesignation, the servicer must deposit in the exchange note collections account an amount generally equal to (1) the Securitization Value of the lease, minus (2) any Monthly Payments received but not yet due.

Distributions

Servicer Report

On each determination date, the servicer will deliver the servicer report to the indenture trustee, [the hedge counterparty,] the titling trust and the collateral agent. The servicer will also deliver the servicer report to each engaged NRSRO no later than the              (        ) day of each month (or if not a business day, the next succeeding business day). The servicer report will specify, among other things:

· the amount of aggregate Designated Pool Collections during the preceding calendar month;

· the Aggregate Securitization Value at the end of the preceding calendar month;

· the exchange note principal balance at the end of the preceding calendar month;

· the principal amount of the notes at the end of the preceding calendar month; and

· the principal payment and interest payment calculations for the preceding calendar month.

The determination date with respect to collections received during a calendar month is the second (2^nd) business day prior to the related payment date in the next calendar month.

Payment Date Payments on the Exchange Note

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On or prior to each payment date, the servicer will instruct the indenture trustee to make the following distributions on such payment date in an amount equal to the Designated Pool Collections for such payment date from the exchange note collections account in the following order of:

1. to the servicer, the designated pool servicing fee for the related calendar month, to the extent that such amounts were not retained by the servicer from Designated Pool Collections in a manner permitted by the Transaction Documents;

2. to the issuing entity, in its capacity as owner of the exchange note, the Exchange Note Interest Payment Amount;

3. to the issuing entity, in its capacity as owner of the exchange note, the Exchange Note Principal Payment Amount, as a payment of principal of the exchange note until the exchange note balance has been reduced to zero;

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) – [(17)] under “—Payment Date 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.

Payment Date Payments after an Exchange Note Default

If the exchange note is accelerated after an exchange note default, on succeeding payment dates, the servicer will instruct the indenture trustee to apply the Designated Pool Collections and the proceeds of any sale of any assets comprising the designated pool to make payments in the following order of priority:

1. to the collateral agent, all amounts due to the collateral agent with respect to the exchange note and the designated pool in an amount not to exceed $100,000 in any consecutive twelve (12) month period;

2. to the administrative agent, all amounts due to the administrative agent with respect to the exchange note and the designated pool in an amount not to exceed $100,000 in any consecutive twelve (12) month period;

3. to the servicer, the designated pool servicing fee for the related calendar month, to the extent that such amounts were not retained by the servicer from Designated Pool Collections in a manner permitted by the Transaction Documents;

4. to the issuing entity, in its capacity as owner of the exchange note, the Exchange Note Interest Payment Amount;

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 [(9)] under “—Payment Date Payments after an Event 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 the issuing entity, in its capacity as owner of the exchange note.

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Payment Date Payments on the Notes

On or prior to each payment date, the servicer will instruct the collateral agent to make the following distributions on such payment date from Total Available Funds in the following order of priority [; provided, that trust expenses that are payable to the sponsor or any of its affiliates may not be paid using amounts withdrawn from the reserve account]:

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. (i) to the indenture trustee, any accrued and unpaid amounts, including fees, expenses and indemnities (to the extent such amounts have not been previously paid by the administrator) in an amount not to exceed $             in any consecutive twelve (12) month period (provided, that such cap will not be applicable at any time that an event of default has occurred and is continuing); (ii) to the owner trustee, any accrued and unpaid amounts, including fees, expenses and indemnities (in each case, to the extent such amounts have not been previously paid by the administrator) in an amount not to exceed $             in any consecutive twelve (12) month period; (iii) to any successor servicer, an amount equal to any unpaid transition expenses that were required to be paid pursuant to the Servicing Agreement but that were not so paid in an amount not to exceed $            ; and (iv) to the asset representations reviewer, any accrued and unpaid amounts, including fees, expenses, indemnities and, with respect to any successor asset representations reviewer, transition expenses (in each case, to the extent such amounts have not been previously paid by the servicer) in an amount not to exceed $             [each month]/[in the aggregate in any calendar year];

3. [pari passu, (a)] to the note payment account, that portion of the Noteholders’ Interest Distributable Amount (as defined in the Glossary) payable on the Class A Notes for payment pari passu to the holders of the Class A-1 Notes, Class A-2[-A] Notes, [Class A-2-B Notes,] Class A-3 Notes and Class A-4 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 the note payment account, to make a payment of 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 above under “Description of the Notes—Payments of Principal of the Notes;”

5. to the note payment account, to make a payment of the remaining note principal amount of the Class A Notes on their respective final scheduled payment date;

6. to the note payment account, that portion of the Noteholders’ Interest Distributable Amount payable on the Class B Notes;

7. [after the revolving period,] to the note payment account, to make a payment of 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 above under “Description of the Notes—Payments of Principal of the Notes;”

8. to the note payment account, to make a payment of the remaining note principal amount of the Class B Notes on their final scheduled payment date;

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  9. to the note payment account, that portion of the Noteholders’ Interest Distributable Amount payable on the Class C Notes;

10. [after the revolving period,] to the note payment account, to make a payment of 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 above under “Description of the Notes—Payments of Principal of the Notes;”

11. to the note payment account, to make a payment of the remaining note principal amount of the Class C Notes on their final scheduled payment date;

12. to the note payment account, that portion of the Noteholders’ Interest Distributable Amount payable on the Class D Notes;

13. [after the revolving period,] to the note payment account, to make a payment of 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 above under “Description of the Notes—Payments of Principal of the Notes;”

14. to the note payment account, to make a payment of the remaining note principal amount of the Class D Notes on their final scheduled payment date;

15. [as long as the revolving period has not terminated, to the revolving account an amount equal to the Noteholders’ Principal Distributable Amount for the collection period, or as long as the revolving period has terminated,] to the note payment account, to make a payment of the Noteholders’ Principal Distributable Amount, which amount will be paid as described above under “Description of the Notes—Payments of 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 (as defined in the Glossary);

17. to the note payment account, to make a payment of the Accelerated Principal Amount, which amount will be paid as described above under “Description of the Notes—Payments of 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, any fees and expenses then due to such party that are in excess of the related cap or annual limitation specified in the Servicing Agreement; and

20. to pay all remaining amounts to the Certificateholder.

Amounts that would remain on deposit in the reserve account on any payment date that are in excess of [0.50]% of the initial aggregate principal amount of the leases, will be added to Total Available Funds and distributed in accordance with the priorities set forth above.

If on any payment date the sum of Available Funds plus the amount on deposit in the reserve account will be sufficient to repay all principal and interest on the notes and all fees and expenses of the issuing entity, the indenture trustee will withdraw all funds from the reserve account and use those amounts, together with such Available Funds, to pay the notes and such expenses in full on that payment date.

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Payment Date Payments after an Event of Default

Amounts 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 the acceleration of the notes, or (iii) upon the full or partial liquidation of the trust property will not be distributed in accordance with the priorities set forth under “—Payment Date Payments on the Notes” but will instead be distributed in accordance with the following order of priority:

  1. to [the hedge counterparty,] the owner trustee, the indenture trustee, the asset representations reviewer and any successor servicer, certain amounts due and owing to such entities, pursuant to the priorities set forth in clause (1) under “—Payment Date Payments on the Notes”, ratably, without preference or priority of any kind and without regard to any caps set forth in clause (1) under “—Payment Date Payments on the Notes;”

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

  3. to the Class A noteholders, for amounts due and unpaid on the 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, Class A-3 Notes and 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 notes for interest;

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

  6. to the Class C noteholders, for amounts due and unpaid on the notes for interest;

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

  8. to the Class D noteholders, for amounts due and unpaid on the notes for interest;

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

10. [if applicable, to the hedge counterparty, certain swap termination payments;] and

11. to pay all remaining amounts to the Certificateholder.

Fees and Expenses

The following table provides an itemized list of the fees and expenses that will be paid on each payment date from collections on the designated pool in order of priority as set forth under “—Distributions—Payment Date Payments on the Exchange Note” (with respect to the Designated Pool Servicing Fee) or “—Distributions—Payment Date Payments on the Notes” (with respect to the other fees). The fees described below do not change upon an event of default.

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Fee	General Purpose of the Fee	Monthly Amount
1.   Designated Pool Servicing Fee:	Compensation to the servicer for services provided pursuant to the Transaction Documents.	[To be provided with each transaction]
2.   Indenture Trustee and Collateral Agent Fee:	Compensation to the indenture trustee in its capacities as indenture trustee and collateral agent for services provided pursuant to the Transaction Documents.	[To be provided with each transaction]
3.   Owner Trustee Fee:	Compensation to the owner trustee for services provided pursuant to the Transaction Documents.	[To be provided with each transaction]
4.   Asset Representations Reviewer Fee	Compensation to the asset representations reviewer for serving in that role.	[To be provided for each transaction]
5.   Asset Representations Reviewer Fee (Review Fees)	Compensation to the asset representations reviewer for conducting reviews pursuant to the asset representations review agreement.	[To be provided for each transaction]
6.   [Hedge Counterparty Fees]	[Net amounts payable to the hedge counterparty under any swap agreement and termination payments that are due and payable to the hedge counterparty pursuant to the hedge agreement].	[To be provided for each transaction]

The expenses of the servicer will be reimbursed as set forth under “—Servicing Compensation.”

Statements to Noteholders

On or prior to each payment date, the indenture trustee will make available a statement to the noteholders detailing information required under the Transaction Documents. These statements will be based solely on the information in the related servicer report. Each servicer’s report that the servicer provides to the indenture trustee will be filed as an exhibit to a Form 10-D filed by the issuing entity and will include at least the following information regarding the notes on the related payment date to the extent such information has been received from the servicer:

· the amount of the distribution(s) allocable to interest;

· the amount of the distribution(s) allocable to principal;

· each class of notes’ aggregate outstanding principal amount and pool factor, after considering all distributions allocable to principal on that date;

· the related Noteholders’ Interest Carryover Amount (as defined in the Glossary), if any, and the change in that amount from the preceding statement;

· the designated pool servicing fee paid for the related calendar month;

· the Aggregate Securitization Value of all Lease Assets comprising the designated pool as of the close of business on the last day of the preceding collection period;

· the reduction in the Aggregate Securitization Value due to early terminations, dealer buyouts and cancellations during the related calendar month;

· the aggregate Purchase Amounts (as defined in the Glossary) for leases, if any, that were redesignated from the designated pool by the servicer during the related calendar month; and

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· the amount of the distribution(s) payable out of amounts withdrawn from the reserve account.

The noteholders will not receive a separate notification when changes are made to the designated pool, such as when leases are redesignated from the designated pool pursuant to the provisions of the Transaction Documents providing for the reallocation of leases upon breaches of representations or warranties. However, filings detailing the designated pool composition will be filed periodically on Form 10-D under the SEC file number 333-[            ]-     as required by Regulation AB.

Unless and until definitive notes are issued, the indenture trustee will send these reports to Cede & Co., as registered holder of the notes and the nominee of DTC on the issuing entity’s behalf.

The indenture trustee will make available each month to each noteholder the above information (and certain other documents, reports and information regarding the Lease Assets provided by the servicer from time to time) via the indenture trustee ‘s internet website with the use of a password provided by the indenture trustee. The indenture trustee’s internet website will be located at                      or at such other address as the indenture trustee shall notify the noteholders from time to time. For assistance with regard to this service, you can call the indenture trustee’s Corporate Trust Office at (        )         -        .

After the end of each calendar year, within the required time period, the indenture trustee will furnish to each person who at any time during the calendar year was a noteholder that requests it in writing a statement as to the aggregate amounts of interest and principal paid to the noteholder and any other information as the indenture trustee deems necessary to enable the noteholder to prepare its tax returns.

Compliance Statements

The Servicing Supplement (as defined in the Glossary) provides for the delivery of an annual statement signed by an officer of the servicer to the effect that the servicer has fulfilled its material obligations under the Transaction Documents throughout the preceding calendar year, except as specified in the statement. The Servicing Supplement requires the servicer to deliver to the issuing entity, on or before March 31 of each calendar year, a certificate signed by an officer of the servicer regarding its assessment of compliance during the preceding calendar year with all applicable servicing criteria set forth in the relevant SEC regulations for asset-backed securities transactions, including Item 1122 of Regulation AB, that are backed by the same type of assets as those backing the securities. In the event that a successor servicer assumes the servicing duties under the Transaction Documents, such servicer will provide a separate annual statement.

Pursuant to the Servicing Supplement, a firm of independent certified public accountants will furnish to the indenture trustee on or before April 30 of each calendar year, a statement to the effect that they have attested to the assertion of authorized officers of the servicer that the servicing was conducted in compliance with certain applicable provisions of the Servicing Agreement in all material respects during the immediately preceding calendar year.

Credit Enhancement

Credit enhancement for the notes is provided by:

· the application of excess cashflow;

· overcollateralization, which is the excess of the Aggregate Securitization Value of the Lease Assets in the designated pool over the principal amount of the notes;

· amounts on deposit in the reserve account; and

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· the subordination of each class, if any, that is junior in its right to receive payments of principal and interest to the related Class of Notes.

Application of Excess Cashflow

Generally, excess cashflow provides a source of funds to absorb any losses on the designated pool and to reduce the likelihood of losses on the notes. For any payment date, two types of excess cashflow may exist: excess cashflow with respect to the exchange note and excess cashflow with respect to the notes.

Excess cashflow with respect to the exchange note for any payment date will be the amount by which the collections on the designated pool during the preceding month exceed the sum of the reduction in the Aggregate Securitization Value for that month, the designated pool servicing fee for the related collection period and interest payments due on the exchange note for that payment date. Any excess cashflow with respect to the exchange note 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.

Excess cashflow with respect to the notes for any payment date will be the amount by which interest paid to the issuing entity as owner of the exchange note exceeds the sum of the indenture trustee and owner trustee fees, any successor servicer fees and expenses and the interest payments due on the notes for that payment date. Any excess cashflow with respect to the notes will be available to build and/or maintain the reserve account at its required amount, to make accelerated principal payments on the notes to build and maintain a target amount of overcollateralization 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.

Overcollateralization

Overcollateralization will exist whenever the Aggregate Securitization Value of the Lease Assets in the designated pool as of the last day of the calendar month immediately preceding a payment date exceeds the aggregate principal amount of the notes as of that payment date, after making all payments on that date. On the closing date the initial amount of overcollateralization will be approximately         % of the Aggregate Securitization Value as of the cutoff date, but the Indenture provides a mechanism to increase the amount of overcollateralization to, and to maintain it at, a target amount.    The target overcollateralization will be         % of the Aggregate Securitization Value as of the cutoff date. [If no [Class A-2-B Notes] are issued, the target overcollateralization amount for any payment date will be         % of the Aggregate Securitization Value as of the cutoff date.]

The overcollateralization for the notes has two components. First, there is the overcollateralization representing the excess of the Aggregate Securitization Value over the note balance of the exchange note. On the closing date this component of the overcollateralization will be approximately         % of the Aggregate Securitization Value as of the cutoff date [if the aggregate initial principal amount of the notes is $            , or         % if the aggregate initial principal amount of the notes is $            ]. Second, there is the overcollateralization representing the excess of the principal balance of the exchange note over the aggregate principal amount of the notes. On the closing date this component of the overcollateralization will be approximately         % of the Aggregate Securitization Value as of the cutoff date [if the aggregate initial principal amount of the notes is $            , or         % if the aggregate initial principal amount of the notes is $            ].

The increase to, and maintenance of, the overcollateralization target will be accomplished by the application of monthly excess cashflow [during the revolving period, to cause subsequent Lease Assets to be designated to the designated pool until the Required Revolving Pool Aggregate Securitization Value is

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reached, and after the revolving period] to the payment of the Accelerated Principal Amount to reduce the note principal amount of the most senior Outstanding class or classes of notes until the target is reached.

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. Consequently, to the extent that the Lease Assets comprising the designated pool do not generate enough cash to satisfy the issuing entity’s obligations, including the obligations to make payments to noteholders, payments that would otherwise be made to the holder of the certificate representing the residual interest in the issuing entity will first be eliminated and any shortfalls or losses will then be absorbed as follows:

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

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

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

· finally, by the holders of the Class A-4 Notes, Class A-3 Notes, Class A-2 Notes and Class A-1 Notes, to the extent amounts are due to them, in that order (except as described under “Description of the Transaction Documents—Distributions—Payment Date Payments after an Event of Default”).

Reserve Account

On the closing date, a reserve account will be established by the indenture trustee [in the name of the indenture trustee on behalf of the noteholders]/[in the name of and for the benefit of the issuing entity] and an initial cash deposit equal to approximately         % of the Aggregate Securitization Value of all Lease Assets in the designated pool as of the cutoff date, will be made to the reserve account. The reserve account will be part of the trust property. On each payment date, excess cashflow will be deposited to the reserve account to maintain the amount on deposit at the Reserve Account Required Amount.

On each payment date, the amount on deposit in the reserve account will be withdrawn, to the extent necessary, to fund any deficiencies in the payments of trust expenses [(other than trust expenses that are payable to the sponsor or any of its affiliates, which may not be paid with amounts that are withdrawn from the reserve account)], interest payments on the notes, principal payments on the notes that are necessary to prevent the aggregate principal amount of the notes from exceeding the Aggregate Securitization Value of all Lease Assets in the designated pool and principal payments on each class of notes that are necessary to pay off each class of notes on its final scheduled payment date. See “—Distributions—Payment Date Payments on the Notes.”

[If the amount on deposit in the reserve account on any payment date, after giving effect to any withdrawals on that payment date, exceeds         % of the Aggregate Securitization Value of all Lease Assets in the designated pool as of the cutoff date, excess amounts will be added to Total Available Funds and distributed in accordance with the priorities set forth above under “—Distributions—Payment Date Payments on the Notes.”]

If on any payment date the sum of Available Funds plus the amount on deposit in the reserve account will be sufficient to repay all principal and interest on the notes and all fees and expenses of the issuing entity, the indenture trustee will withdraw all funds from the reserve account and use those amounts, together with such Available Funds, to pay the notes and such expenses in full on that payment date.

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[The reserve account will constitute an “eligible horizontal cash reserve account” under Regulation RR of the Securities Act because (i) it is held by the indenture trustee in the name and for the benefit of the issuing entity, (ii) amounts in the reserve account may be invested only in cash and cash equivalents and (iii) until the notes and the residual certificate in the issuing entity are paid in full, or the issuing entity is dissolved, amounts in the reserve account may be released only (A) to satisfy payments on the notes on any payment date on which the issuing entity has insufficient funds from any source to satisfy an amount due on any notes and (B) to pay critical expenses of the issuing entity (which are unrelated to credit risk and which may not be paid to parties that are affiliated with the sponsor) on any payment date on which the issuing entity has insufficient funds from any source to pay such expenses and those expenses, in the absence of available amounts in the eligible horizontal cash reserve account, would be paid prior to any payments to the Noteholders.]

[The Hedge Agreement]

[On the closing date, the issuing entity will enter into an interest rate hedge agreement with the hedge counterparty, consisting of an ISDA Master Agreement, the schedule thereto, the credit support annex thereto and a confirmation with respect to the [Class A-2-B Notes]. The hedge agreement will be in the form of an interest rate swap transaction or an interest rate cap transaction. All terms of the hedge transaction will be acceptable to each engaged NRSRO.

Swap Transactions

If the issuing entity enters into an interest rate swap transaction with the hedge counterparty, such transaction will have an initial notional amount equal to the initial note principal amount of the [Class A-2-B Notes] and will decrease by the amount of any principal payments on the [Class A-2-B Notes]. The notional amount of the interest rate swap transaction 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 hedge agreement. [Based on a reasonable good faith estimate of maximum probable exposure, the significance percentage of each interest rate swap transaction (individually and in the aggregate) is [less than 10%]/[at least 10% but less than 20%]/[greater than 20%]].

In general, under the interest rate swap transaction, on each payment date, the issuing entity will be obligated to pay the hedge counterparty a per annum fixed rate payment based on a fixed rate of         % times the notional amount of the interest rate swap transaction and the hedge counterparty will be obligated to pay the issuing entity a per annum floating rate payment based on [30-day average SOFR] times the same notional amount. Payments on the interest rate swap transaction will be exchanged on a net basis. The payment obligations of the hedge counterparty to the issuing entity under the interest rate swap transaction will become a part of Available Funds and distributed in accordance with distributions described in “Description of the Transaction Documents—Distributions—Payment Date Payments.” The payment obligations of the issuing entity to the hedge counterparty under the interest rate swap transaction are secured under the indenture by the same lien in favor of the collateral agent that secures payments to the noteholders. Any net swap payment made by the issuing entity ranks higher in priority than all payments on the notes.

Cap Transactions

If the issuing entity enters into an interest rate cap transaction with the hedge counterparty, such cap transaction will be purchased by the sponsor on behalf of the issuing entity on or prior to the closing date. If [30-day average SOFR] for an interest period is greater than         % with respect to the [Class A-2-B Notes] interest rate cap transaction (if applicable), then on the related payment date, the hedge counterparty will pay to the issuing entity an amount equal to the product of (x) the excess, if any, of         %

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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 with respect to the [Class A-2-B 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.

The payment obligations of the hedge counterparty to the issuing entity under the interest rate cap transactions will become a part of Available Funds and distributed in accordance with distributions described in the section of this prospectus entitled “Description of the Transaction Documents—Distributions—Payment Date Payments.”

Termination of the Hedge Transactions

An event of default under the hedge agreement includes, among other things:

· [failure by the issuing entity or the hedge counterparty to make payments due under any hedge transaction;

· the occurrence of certain bankruptcy and insolvency events of the issuing entity or the hedge counterparty;

· the merger by either the issuing entity or hedge counterparty if the successor entity does not assume the obligations of such party under any hedge transaction; and

· with respect to the hedge counterparty, and to the extent set forth in the hedge agreement, the issuing entity, its breach of certain obligations under the hedge agreement, certain breaches or failures to perform by the hedge counterparty’s credit support provider, certain misrepresentations under the hedge agreement or the occurrence of a default under certain other agreements to which it is a party.]

A termination event under the hedge agreement includes, among other things:

· [illegality of the transactions contemplated by the hedge agreement;

· the occurrence of certain tax events, including certain tax events upon the merger of either the hedge counterparty or the issuing entity;

· the issuing entity or any affiliate of the issuing entity makes certain amendments to any Transaction Document without the prior consent of the hedge counterparty if such amendment could have a materially adverse effect on the hedge counterparty;

· any redemption, acceleration, auction, clean-up call or other prepayment in full, but not in part, of the notes under the indenture or any event of default under the indenture that results in certain rights or remedies being exercised with respect to the collateral;

· failure of the hedge counterparty to assign the hedge agreement to an eligible counterparty if it determines in good faith that it is unable to provide the financial information required by Regulation AB; or

· failure of the hedge counterparty to maintain its credit rating at certain levels required by the hedge agreement, which failure may not constitute a termination event if the hedge counterparty maintains certain minimum credit ratings and, among other things, either posts collateral pursuant to the credit support annex or assigns its rights and obligations under the hedge agreement to a substitute hedge counterparty with an acceptable rating.]

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Upon the occurrence of any event of default or termination event specified in the hedge agreement, the non-defaulting or non-affected party may elect to terminate the hedge agreement. If the hedge agreement is terminated due to an event of default or a termination event, a swap termination payment under the interest rate swap transaction may be due to the hedge counterparty by the issuing entity out of Available Funds. The amount of any swap termination payment may be based on the actual cost or market quotations of the cost of entering into a similar hedge transaction or such other methods as may be required under the hedge agreement, in each case in accordance with the procedures set forth in the hedge agreement. If market rates or other conditions have changed materially since the closing date, the amount of any swap termination payment that the issuing entity is obligated to pay could be substantial. If a replacement hedge agreement is entered into, any payments made by the replacement hedge counterparty in consideration for replacing the hedge counterparty, will be applied to any swap termination payment owed to the hedge counterparty, under the hedge agreement to the extent not previously paid. [Additional material provisions regarding substitution of the hedge agreement to be provided with each transaction.]

Exchange Note Servicer Default

Any of the following events will constitute an exchange note servicer default under the Servicing Agreement:

· the servicer’s failure to deposit in the exchange note collections account any required payment, the servicer’s failure to make or cause the titling trust to make any required payments from the exchange note collections account on account of the exchange note or the servicer’s failure to make any required payment under any other Transaction Document, which failure continues unremedied for a period of five (5) business days after knowledge thereof by the servicer or after the collateral agent gives the servicer written notice of such failure;

· the servicer’s failure to observe or perform in any respect any other covenant or agreement under the Servicing Supplement or other Transaction Documents, which failure (i) materially and adversely affects the rights of the noteholders, and (ii) continues unremedied for sixty (60) days after knowledge thereof by the servicer or after the collateral agent gives the servicer written notice of such failure;

· any servicer representation, warranty or statement proves to be incorrect, and the incorrectness of such representation, warranty or statement has a material adverse effect on the issuing entity or the noteholders, and the circumstances or conditions in respect of which the representation, warranty or statement was incorrect shall not have been eliminated or cured within sixty (60) days after the servicer has knowledge thereof or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the servicer by the collateral agent; or

· events of bankruptcy, insolvency, receivership or liquidation, or similar proceedings regarding the servicer, or actions by the servicer, indicating its insolvency, reorganization under bankruptcy proceedings, or inability to pay its obligations.

Rights Upon Exchange Note Servicer Default

If an exchange note servicer default has occurred and remains unremedied, the titling trust, at the direction of the Majority Noteholders, will terminate all of the servicer’s rights and obligations with respect to the designated pool under the Servicing Agreement.

If the servicer is terminated or resigns as servicer as described under “Description of the Transaction Documents—Matters Regarding the Servicer,” then the indenture trustee may, or at the

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direction of the Majority Noteholders shall, appoint a successor servicer subject to satisfaction of the criteria set forth in the Servicing Agreement and such successor servicer will succeed to all the responsibilities, duties, and liabilities of the servicer with respect to the designated pool. If a successor servicer has not been appointed at the time when the predecessor servicer ceases to act as servicer, the indenture trustee will automatically be appointed the successor servicer. However, if the indenture trustee is unwilling or legally unable to act as servicer, it may appoint, or petition a court of competent jurisdiction to appoint, a successor servicer. If a bankruptcy trustee or similar official has been appointed for the servicer and no other exchange note servicer default has occurred, the bankruptcy trustee or official may have the power to prevent a transfer of servicing.

Any successor to the sponsor as servicer will succeed to all the responsibilities, duties, and liabilities of the sponsor, as servicer under the Servicing Agreement (except as otherwise set forth in the Servicing Agreement), and will be entitled to compensation as agreed upon by the Majority Noteholders and the successor servicer as set forth in the Servicing Agreement, which compensation may be greater than the designated pool servicing fee that the sponsor is entitled to receive as servicer. The reasonable costs and expenses incurred in connection with the transfer of servicing to a successor servicer will be paid by the predecessor servicer upon presentation of reasonable documentation of such costs and expenses. The transfer of servicing to a successor servicer may result in a material disruption in the performance of the servicer’s duties, which could result in delays and/or disruptions in collections on the designated pool and delays and/or reductions in payments on the notes.

Waiver of Past Defaults

The Majority Noteholders may, on behalf of all noteholders, waive any default by the servicer under the Servicing Agreement with respect to the designated pool and the consequences of any default. No waiver will impair the noteholders’ rights with respect to subsequent defaults.

Replacement of Owner Trustee

The owner trustee may resign at any time under the Issuing Entity’s Trust Agreement. Additionally, if at any time the owner trustee shall cease to be eligible in accordance with the Issuing Entity’s Trust Agreement, shall be legally unable to act as owner trustee, shall be adjudged bankrupt or insolvent, if a receiver of the owner trustee or of its property shall be appointed, or if any public officer shall take charge or control of the owner trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the administrator may remove the owner trustee. Upon the owner trustee’s resignation or removal, the administrator shall promptly appoint a successor owner trustee. The issuing entity will be obligated to pay any costs and expenses associated with the replacement of the owner trustee, and the administrator will be obligated to pay any such amount to the extent not paid by the issuing entity on any payment date.

Replacement of Indenture Trustee

Under the Indenture, the indenture trustee may resign at any time upon notice to the issuing entity. Additionally, the Majority Noteholders may direct the issuing entity to remove the indenture trustee if:

· at any time, the indenture trustee shall cease to be eligible under the Indenture;

· a court of competent jurisdiction shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator or sequestrator for the indenture trustee or for any substantial part of the indenture trustee’s property, or ordering the winding-up or liquidation of the indenture trustee’s affairs;

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· an involuntary case under the federal bankruptcy laws or another present or future federal or state bankruptcy, insolvency or similar law is commenced with respect to the indenture trustee and such case is not dismissed within              (        ) days;

· the indenture trustee commences a voluntary case under any federal or state banking or bankruptcy laws, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, indenture trustee, conservator, sequestrator for the indenture trustee or for any substantial part of the indenture trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any action in the furtherance of the foregoing; or

· the indenture trustee otherwise becomes incapable of acting.

If the indenture trustee resigns or is removed, the issuing entity shall promptly appoint a successor indenture trustee, acceptable to the Majority Noteholders, and shall promptly transfer all trust accounts to an institution that meets the eligibility requirements set forth in the Indenture. If a successor indenture trustee does not take office within              (        ) days after the indenture trustee resigns or is removed, the indenture trustee, the issuing entity or the Majority Noteholders may petition any court of competent jurisdiction for the appointment of a successor indenture trustee. Additionally, if the indenture trustee ceases to be eligible under the Indenture, any noteholder may petition a court of competent jurisdiction for the removal of the indenture trustee and the appointment of a successor indenture trustee. The issuing entity will be obligated to pay any costs and expenses associated with the replacement of the indenture trustee, and the administrator will be obligated to pay any such amount to the extent not paid by the issuing entity on any payment date.

Amendment

Amendments of the Credit and Security Agreement and the Exchange Note Supplement

Each of the Credit and Security Agreement and the Exchange Note Supplement may be amended by the titling trust, the sponsor, as lender, the administrative agent and the collateral agent in the following manner:

1.        Either may be amended without the consent of the noteholders or the issuing entity, as holder of the exchange note, in order to, (i) cure any ambiguity or to correct or supplement any description contained therein, (ii) add to the covenants of the titling trust or surrender any right or power of the titling trust, (iii) convey, transfer, assign, mortgage or pledge any property to the collateral agent, or (iv) evidence the acceptance of the appointment of a successor administrative agent or successor collateral agent;

2.        Either may be amended without the consent of any noteholders or the issuing entity, as holder of the exchange note, to add any provisions to, or change any manner or eliminate any of the provisions of, the Credit and Security Agreement or the Exchange Note Supplement, or to modify in any manner the rights of any holder of an exchange note under the Credit and Security Agreement or the Exchange Note Supplement; provided, that the titling trust must deliver an officer’s certificate to the administrative agent, stating that such amendment will not materially adversely affect the interests of any holder of an Outstanding Exchange Note that has not previously consented to such amendment;

3.        The Credit and Security Agreement may be amended in any other manner and for any other purpose with the consent of each holder of any Outstanding Exchange Notes, including the issuing entity, as holder of the exchange note; and

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4.        The Exchange Note Supplement may be amended in any other manner and for any other purpose with the consent of the issuing entity, as holder of the exchange note.

The [Exchange Note Supplement] provides that the issuing entity may provide the consents required by items 3 or 4 only with the consent of the related Majority Noteholders.

The titling trust and the sponsor must deliver to the administrative agent, upon the execution and delivery of any amendment to the Credit and Security Agreement and/or the Exchange Note Supplement, an opinion of counsel, satisfactory to the administrative agent, which states (i) the execution and delivery of such amendment is authorized and permitted by such Credit and Security Agreement and/or Exchange Note Supplement, (ii) all conditions precedent to the execution and delivery of such amendment have been satisfied, and (iii) such amendment (A) will not cause the titling trust to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, and (B) with respect to the addition issuance of securities only, will not adversely affect the treatment of any exchange note as debt for U.S. federal income tax purposes.

Amendments of the Servicing Agreement

The Base Servicing Agreement may be amended in writing as it relates to (i) the Lending Facility, by the titling trust, the settlor, the servicer and the sponsor, as lender, and (ii) any designated pool, by the titling trust, the settlor, the servicer, the holder of the related exchange note and any other person required under the related servicing supplement, provided, that, in each case, if the interests of any holder of an Outstanding Exchange Note are materially, adversely affected, the prior written consent of any such holder must be obtained.

The Base Servicing Agreement may also be amended by the settlor, the titling trust and the servicer, without the consent of any holder of an Outstanding Exchange Note or the sponsor, as lender, to (i) cure any ambiguity, (ii) correct or supplement any provision therein that may be inconsistent with any other provision therein, (iii) add any provision that provides additional rights to the holders of any exchange notes, or (iv) ensure that the titling trust is not classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, as evidenced by an opinion of counsel, provided, that, in each case, such amendment will not materially and adversely affect the interest of any holder of an Outstanding Exchange Note or the sponsor, as lender. The settlor, the titling trust and the servicer may also amend the Base Servicing Agreement, without the consent of any holder of an Outstanding Exchange Note or the sponsor, as lender, for any other purpose, upon the delivery of an opinion of counsel to the owner trustee stating that such amendment or supplement will not materially and adversely affect the interest of any holder of an Outstanding Exchange Note or the sponsor, as lender.

Amendment of the Indenture

The Indenture may be amended by the issuing entity and the indenture trustee with the consent of the Majority Noteholders for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of modifying in any manner the rights of the noteholders under the Indenture. However, the amendment may not, among other things, (i) increase or reduce in any manner or accelerate or delay the timing of distributions that are required to be made to the noteholders, (ii) reduce the percentage of the noteholders required to consent to the amendment or to direct the issuing entity to sell or liquidate the trust property, (iii) alter the definition of Outstanding, (iv) reduce any percentages specified in the Indenture or amend the conditions to any future amendments to the Indenture, (v) modify the calculation of any payment of interest or principal due on any note, or (vi) permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture, unless the holders of all notes affected by the amendment provide their consent.

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The issuing entity must deliver to the indenture trustee, upon execution and delivery of any amendment to the Indenture, an opinion of counsel, satisfactory to the indenture trustee, which states that the execution of such amendment is authorized and permitted by the terms of the Indenture.

Amendment of the Asset Representations Review Agreement

The Asset Representations Review Agreement may be amended by the issuing entity, the servicer and the asset representations reviewer without the consent of the noteholders (i) in order to (A) cure any ambiguity, (B) correct or supplement any provision therein that may be defective or inconsistent with any other provision therein, or (C) provide for, or facilitate the acceptance of the Asset Representations Review Agreement by, a successor asset representations reviewer or (ii) if the servicer delivers to the issuing entity, the owner trustee, the collateral agent, and the indenture trustee an officer’s certificate, stating that such amendment will not have a materially adverse effect on the notes.

The Asset Representations Review Agreement may be amended in any other manner by the issuing entity, the servicer and the asset representations reviewer with the consent the noteholders of a majority of the outstanding principal amount of each class of notes, each class voting separately, except the holders of the Class A notes will vote together as a single class.

Asset Representations Review Triggers and Procedures

The asset representations reviewer has been hired by the issuing entity pursuant to the asset representations review agreement. The asset representations review agreement provides that, if two trigger conditions are met, the asset representations reviewer will perform a review of certain of the Lease Assets to test for compliance with the representations made by the servicer about the Lease Assets under the Transaction Documents. The first trigger is a delinquency trigger, which will occur if the aggregate principal balance of Lease Assets that are 61 or more days delinquent as a percentage of the Aggregate Securitization Value as of the end of a collection period meets or exceeds the percentage for that collection period set forth under “–Delinquency Trigger.” If the delinquency trigger occurs, it will be indicated on the distribution report filed on Form 10-D relating to that collection period. The second trigger is a voting trigger that will be met if, following the occurrence of the delinquency trigger, first, the noteholders of at least 5% of the principal amount of Outstanding notes demand a vote about whether an asset representations review should be conducted and, second, if such a vote is demanded, the noteholders of a majority of the principal amount of the Outstanding notes that participate in the resulting vote are in favor of conducting an asset representations review. The review fees that will be payable to the asset representations reviewer will be up to $             for each Lease Asset tested as part of the asset representations review.

Delinquency Trigger

The delinquency rate for any collection period will represent the Aggregate Securitization Value of the Lease Assets that are 61 days or more delinquent (and not a Defaulted Lease or a Liquidated Lease) as of the end of that collection period, expressed as a percentage of the total Aggregate Securitization Value as of the end of that collection period. The servicer considers a lease asset to be 61 days delinquent for purposes of calculating the delinquency rate when a lessee fails to make at least 90% of a contractual payment by the 61st day after the related contractual due date. If the delinquency rate for any collection period exceeds the related delinquency trigger rate then the delinquency trigger will have occurred for that collection period. The delinquency trigger rate will be as follows:

Collection Period	Delinquency Trigger Rate
1-12	[        ]%
13-24	[        ]%
25+-	[        ]%

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The sponsor established the delinquency trigger rates by considering the monthly delinquency rates observed in its prior securitizations of Lease Assets, including privately placed transactions, for a survey period from 2013 through 20    . Additionally, due to the limited history of the sponsor’s lease securitization program, the sponsor also considered delinquency trends in the overall lease securitization industry in its observations and analysis. The sponsor relied on these observable performance trends to construct a base delinquency curve which it believes represents reasonable delinquency levels for the Lease Assets throughout the life of the securitization pool and across economic cycles. In establishing the delinquency trigger test levels, the sponsor then applied a multiple of approximately 2.5 to the base delinquency curve to account for expected variations in the delinquency rate that may be experienced in a particular transaction and that can be attributed to pool-specific factors such as seasonality, pool seasoning, pool concentrations and general economic conditions.

[Static pool information regarding the sponsor’s prior securitized pools is included in Annex A to this prospectus.]

Voting Trigger

If the delinquency trigger occurs, any noteholder or group of noteholders may demand that the indenture trustee call a vote of all noteholders to determine whether the asset representations reviewer must perform a review of the Lease Assets. If any noteholder or group of noteholders demands that the indenture trustee call such a vote during a collection period, then that will be reported in the Form 10-D that is filed with respect to that collection period

If, within [90] days of the date on which the Form 10-D is filed that reports the occurrence of the related delinquency trigger, noteholders of at least 5% of the Outstanding principal amount of the notes as of the date on which such delinquency trigger occurred (exclusive of the Outstanding principal amount of any notes that are held by the sponsor or any of its affiliates) contact the indenture trustee to demand a vote of all noteholders regarding whether an asset representations review should be conducted, then the indenture trustee will submit the matter to a vote of all noteholders (through DTC in the case of any book-entry notes). If the indenture trustee submits the matter to a vote of all noteholders during a collection period, then that will be reported on the Form 10-D that is filed with respect to that collection period. Any such vote will remain open until the [150^th day] after the date on which the Form 10-D was filed that reported the occurrence of the related delinquency trigger. In any vote, the noteholders will be able to vote to indicate whether or not to conduct an asset representations review.

If a voting quorum of noteholders holding at least 5% of the Outstanding principal amount of all notes (exclusive of the Outstanding principal amount of any notes that are held by the sponsor or any of its affiliates) participate in the related vote and if noteholders holding a majority of the principal amount of the notes that are voted cast votes that are in favor of directing an asset representations review, then the indenture trustee will promptly notify the asset representations reviewer and the servicer to commence an asset representations review in accordance with the asset representations review agreement. The date on which any such notice is provided by the indenture trustee will be the review notice date. If either the required voting quorum of noteholders do not participate in the related vote or if a voting quorum is achieved but noteholders holding a majority of the principal amount of the notes that are voted cast votes that are against directing an asset representations review, then no asset representations review will occur as a result of the related delinquency trigger.

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Regardless of (i) whether a vote to conduct an asset representations review is called and (ii) the result of any such vote that is conducted, a subsequent vote may be called in the same manner and subject to the same conditions described in this section if a delinquency trigger is breached again with respect to a future collection period.

Asset Representations Review Procedures

Any review of the Lease Assets pursuant to the asset representations review agreement will be performed only on the related delinquency trigger lease assets. With respect to any such review, the delinquency trigger lease assets will be those Lease Assets that were at least 60 days delinquent when the related delinquency trigger rate was breached.

The servicer will provide the asset representations reviewer with access to the contract files for the Lease Assets and other information necessary for the review of the delinquency trigger lease assets within 60 days of the review notice date. The asset representations reviewer will complete its review within 60 days after receiving access to all review materials, provided that the review period may be extended by up to an additional 30 days if the asset representations reviewer detects missing review materials that are subsequently provided by the servicer within the required time period or that require clarification of any review materials or testing procedures. If any delinquency trigger lease asset is paid in full or redesignated from the designated pool before the asset representations reviewer has delivered its report pursuant to the asset representations review agreement, the asset representations reviewer will terminate all testing with respect to that delinquency trigger lease asset.

Any asset representations review will consist of performing specific tests for each related representation, as detailed in the asset representation review agreement, and each delinquency trigger lease asset and determining whether each test was passed or failed. These tests were designed by the sponsor to determine whether a delinquency trigger lease asset was not in compliance with the related representations made in the Transaction Documents at the relevant time, which is usually either at origination of the Lease Asset or as of the [related] cutoff date or closing date. There may be multiple tests specified in the asset representations review agreement for each such representation. The asset representations review agreement describes what conditions will constitute a test failure with respect to any Lease Asset that is reviewed as part of an asset representations review.

The tests that are conducted as part of an asset representations review are not designed to determine why a lessee is delinquent or the creditworthiness of the lessee, either at the time of the review or at origination. The tests are not designed to determine whether the servicer serviced the related Lease Asset in compliance with the Servicing Agreement after the [related] cutoff date. The tests are not designed to establish cause, materiality or recourse for any failed test. The review is not designed to determine whether the sponsor’s origination, underwriting, purchasing and servicing policies and procedures are adequate, reasonable or prudent. The asset representations reviewer is not responsible for determining whether noncompliance of any delinquency trigger lease assets with the related representations and warranties constitutes a breach of the Transaction Documents or whether any such delinquency trigger lease asset is required to be redesignated from the designated pool.

Upon completion of an asset representations review, the asset representations reviewer will deliver to the issuing entity, the servicer and the indenture trustee a report on the test results for each delinquency trigger lease asset and each test conducted. Upon receipt of the report, the related review fee pursuant to the asset representations review agreement will be due and payable to the asset representations reviewer according to the priority of payment as described under “—Distributions—Payment Date Payments on the Notes.” The servicer will cause a summary of each such report provided by the asset representations reviewer to be included in the Form 10-D that is filed with respect to the collection period during which such asset representations review is received by the servicer.

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Any noteholder may request a full copy of any report delivered by the asset representations reviewer from the servicer or the indenture trustee. If the requesting noteholder is not a noteholder of record, the noteholder must provide the servicer or the indenture trustee, as applicable, with a written certification stating that the requesting noteholder is a beneficial owner of a note, together with supporting documentation supporting that statement (such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a note). If any requested report contains personally identifiable information regarding lessees, the servicer may condition its or the indenture trustee’s delivery of that portion of the report on the requesting noteholder’s delivery to the servicer of an agreement acknowledging that it may use that information only for the limited purpose of assessing the nature of the related breaches of representations and warranties and may not use that information for any other purpose.

Dispute Resolution for Requests to Redesignate Lease Assets

If, either based on the results of a review by the asset representations reviewer or otherwise, the servicer, the issuing entity, the indenture trustee, the collateral agent or any noteholder determines that a representation or warranty that was made by the servicer regarding a Lease Asset was breached and that the interests of the noteholders in the related Lease Asset are materially and adversely affected by the breach, then any such party may demand that the servicer cause the affected Lease Asset to be redesignated from the designated pool in accordance with the terms of the Transaction Documents. If the noteholder making the demand to redesignate is not a noteholder of record, the noteholder must provide the servicer with a written certification stating that the requesting noteholder is a beneficial owner of a note, together with supporting documentation supporting that statement (such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a note). Additionally, if the holders of notes representing [five] percent or more of the note principal amount of the [most senior class of] notes then Outstanding notify the indenture trustee that they have determined that such a representation or warranty was breached and that the interests of the noteholders in the related Lease Asset are materially and adversely affected by the breach, then the indenture trustee will deliver the related demand to the servicer on behalf of those noteholders. If the servicer agrees that there has been a breach of a representation and warranty and that the interests of the noteholders are materially and adversely affected by the breach, and if the alleged breach is not remedied as of the last day of the second calendar month following the calendar month in which the demand to redesignate the affected Lease Asset was first delivered, then the servicer will be obligated to redesignate the affected Lease Asset from the designated pool.

Any demand to redesignate a Lease Asset will be resolved if the related Lease Asset is redesignated from the designated pool in accordance with the Transaction Documents, if the condition that led to the related breach is remedied, or if the requesting party withdraws its demand to redesignate the affected Lease Asset from the designated pool. The status of all outstanding demands to redesignate Lease Assets will be reported quarterly on Form ABS-15G filings that are made pursuant to Rule 15Ga-1 of the Exchange Act. If any demand to redesignate a Lease Asset is not resolved by the 180^th day after the demand to redesignate is received, the servicer or the depositor will cause to be included in the Form 10-D that is filed with respect to the collection period during which such 180^th day took place a statement describing the unresolved demand. The party that originally requested the redesignation or any noteholder will then have the right to refer the unresolved redesignation request to either mediation (including non-binding arbitration) or binding arbitration by providing notice to the sponsor and the depositor within 90 days after the date on which the related Form 10-D is filed. If the noteholder referring the redesignation request to mediation or arbitration is not a noteholder of record, the noteholder must provide the servicer and the indenture trustee with a written certification stating that the requesting noteholder is a beneficial owner of a note, together with supporting documentation supporting that statement (such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a note) before the servicer will be

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obligated to participate in the related mediation or arbitration. Holders of notes representing [five] percent or more of the note principal amount of the [most senior class of] notes then Outstanding may also direct the indenture trustee to provide the related notice to the servicer, and participate in the selected resolution method (as directed on an ongoing basis by such noteholders in accordance with the Indenture), on their behalf. The servicer must agree to participate in the selected resolution method. Dispute resolution to resolve redesignation requests will be available regardless of whether the noteholders voted to direct an asset representations review or whether the delinquency trigger occurred.

A mediation or arbitration will be administered by [The American Arbitration Association] using its mediation or arbitration rules in effect at the time of the closing date. If [The American Arbitration Association] no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization selected by the sponsor and the related mediation or arbitration will be administered by that organization using its relevant rules that are then in effect. However, if any rules of the mediation or arbitration organization are inconsistent with the procedures for the mediation or arbitration that are set forth in the Transaction Documents, then the procedures set forth in the Transaction Documents will apply. Any mediation or arbitration will be held at the offices of the mediator or arbitrator or at another location selected by the sponsor or the depositor. Any party or witness may appear by video conference or teleconference.

A single mediator or arbitrator will be selected by the mediation or arbitration organization from a list of neutrals that is maintained by the mediation or arbitration organization. Any selected mediator or arbitrator must be impartial, knowledgeable about and experienced with the law of the state of New York and will be an attorney with at least [15] years of experience specializing in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

For a mediation, the parties will agree to use commercially reasonable efforts to begin the mediation within [15] business days of the selection of the mediator and to conclude the mediation with [30] days of the start of the mediation. The costs of the mediation will be allocated among the parties as mutually agreed by the parties as part of the mediation. If the parties fail to agree at the completion of the mediation, the requesting party may refer the redesignation request to arbitration or may commence legal proceedings to resolve the dispute.

For an arbitration, the arbitrator will have the authority to schedule, hear and determine any motions according to New York law, and will do so at the motion of any party. Discovery will be completed within [30] days of the selection of the arbitrator and, for each party, will be limited to [two] witness depositions (each not to exceed five hours), [two] interrogatories, [one] document request and [one] request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that such additional discovery is reasonable and necessary. Briefs that are presented by the parties will be limited to no more than [ten] pages each and will be limited to initial statements of the case, motions, and a pre-hearing brief. The evidentiary hearing on the merits in the arbitration will begin no later than [60] days after the arbitrator is selected and will continue for no more than [six] consecutive business days, with equal time allotted to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearing on a showing of good cause or due to unavoidable delays.

The arbitrator will make its final determination in writing no later than [90] days after its appointment. The arbitrator will resolve the dispute according to the Transaction Documents, and may not modify or change the Transaction Documents in any way or award remedies not consistent with the Transaction Documents. The arbitrator will not have the power to award punitive or consequential damages. In its final determination, the arbitrator will determine and award the expenses of the arbitration to the parties in its reasonable discretion. The final determination of the arbitrator will be final

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and non-appealable, except for actions to confirm or vacate the determination that are permitted under law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. By selecting arbitration, the requesting party is forfeiting its right to sue in court, including the right to a trial by jury, with respect to the subject matter of the arbitration.

No personally identifiable customer information will be produced for purposes of any mediation or arbitration. Each party will agree to keep the details of the redesignation request and the dispute resolution confidential, unless they are required to disclose any related details pursuant to applicable law.

Noteholder Communication

A noteholder may communicate with the indenture trustee and provide notices and make requests and demands and give directions to the indenture trustee as permitted by the Transaction Documents through the procedures of DTC and by notice to the indenture trustee. Furthermore, three or more noteholders may request a list of all noteholders maintained by the indenture trustee for the purpose of communicating with other noteholders about their rights under the indenture or under the notes, provided that any such request must be accompanied by a copy of the communication that the requesting noteholders propose to distribute.

Any noteholder may also send a request to the issuing entity or to the servicer, on behalf of the issuing entity, stating that the noteholder wishes to communicate with other noteholders about the possible exercise of rights under the Transaction Documents. The requesting noteholder must include in the request a description of the method by which other noteholders may contact the requesting noteholder. If the requesting noteholder is not a noteholder of record, the noteholder must provide a written certification stating that the requesting noteholder is a beneficial owner of a note, together with supporting documentation supporting that statement (such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a note). The issuing entity will promptly deliver any such request that it receives to the servicer. On receipt of a communication request, the servicer or the depositor, at the servicer’s expense, will include in the Form 10-D filed in the next month the following information:

· a statement that the issuing entity received a communication request,

· the date the request was received,

· the name of the requesting noteholder,

· a statement that the requesting noteholder is interested in communication with other noteholders about the possible exercise of rights under the Transaction Documents, and

· a description of the method by which the other noteholders may contact the requesting noteholder.

Any expenses of the issuing entity or the servicer relating to an investor communication, including any review of documents evidencing ownership of a note and the inclusion of the investor communication information in the related Form 10-D, will be paid by the servicer.

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Material Legal Aspects of Exchange Note and Lease Assets

General

The sale of the exchange note by the sponsor to the depositor and the transfer of the exchange note by the depositor to the issuing entity, the perfection of the security interests in the exchange note and in the leases, leased vehicles and other collateral supporting the exchange note, and the enforcement of rights to realize on the leased vehicles are subject to a number of federal and state laws, including the UCC as codified in various states. The servicer will take necessary actions to perfect the collateral agent’s and indenture trustee’s respective rights in the exchange note and the leases, leased vehicles and other collateral supporting the exchange note. If, through inadvertence or otherwise, a third-party were to purchase — including the taking of a security interest in — a lease for new value in the ordinary course of its business, without actual knowledge of a securitization party’s interest, and then were to take possession of the lease and related leased vehicle, the purchaser could acquire an interest in the lease and related leased vehicle superior to the collateral agent’s interest. No entity will take any action to perfect the collateral agent’s or the indenture trustee’s right in proceeds of any insurance policies covering individual vehicles or lessees. Therefore, the rights of a third-party with an interest in these proceeds could prevail against the rights of the issuing entity prior to the time the servicer deposits the proceeds into a trust account.

Security Interests in Exchange Note and Lease Assets

General

The sale and assignment of the exchange note to the issuing entity, the perfection of the security interest pledged in the exchange note and the enforcement of rights to realize on the exchange note as collateral for the notes will be subject to a number of federal and state laws, including the UCC as codified in various states.

The indenture trustee will hold a first priority security interest in the exchange note for the benefit of the noteholders. The exchange note will be secured by a first priority security interest in all of the Lease Assets financed under the Credit and Security Agreement, including the Lease Assets in the related designated pool. This security interest is for the benefit of the sponsor, as lender, and all holders of exchange notes, including the issuing entity as holder of the exchange note for this securitization transaction. Although the exchange note will be secured by all of the Lease Assets financed under the Credit and Security Agreement, the issuing entity, as holder of the exchange note, will agree that it will not have recourse to any Lease Assets other than the Lease Assets in the designated pool and any shared amounts from other designated pools, if any.

The parties will take the following steps to effect the perfection of these security interests.

Perfection in the Exchange Note

The sponsor will sell the exchange note to the depositor, pursuant to an Exchange Note Sale Agreement, and the depositor will perfect its interest in the exchange note (including by the filing of a UCC financing statement). The depositor will then transfer the exchange note to the issuing entity, pursuant to an Exchange Note Transfer Agreement, and the issuing entity will perfect its interest in the exchange note (including by the filing of a UCC financing statement). The issuing entity will then pledge the exchange note to the indenture trustee and the indenture trustee will perfect its security interest in the exchange note by filing a UCC financing statement and by taking possession of the exchange note.

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Perfection in the Leases

The leases purchased by the titling trust constitute “chattel paper” for purposes of the UCC, whether they are in tangible or electronic form. The sale, assignment and pledge of “chattel paper” may be perfected either (i) by taking physical possession of tangible leases or taking and maintaining “control” (within the meaning of the UCC) of electronic leases or (ii) by the filing of financing statements under the UCC. The collateral agent has perfected its security interest in the leases securing the Lending Facility and the exchange notes by filing a UCC financing statement against the titling trust. The collateral agent has appointed the sponsor, as servicer, to serve as custodian of the leases. The tangible leases are physically held by the sponsor or by a third-party vendor. Electronic leases are maintained in a specially-designed computer system maintained by the sponsor or a third-party vendor that establishes the sponsor’s “control” of the electronic leases. The sponsor will not segregate or mark the leases to indicate that they have been pledged as security to the exchange noteholders and the sponsor, as lender. The sponsor will covenant in the related Transaction Documents that it has established, and will maintain, “control” of all electronic leases.

Perfection in the Leased Vehicles

As servicer, the sponsor follows procedures to apply for a certificate of title with respect to each leased vehicle in the name of the titling trust and to perfect the collateral agent’s security interest in each leased vehicle securing the Lending Facility and the exchange notes by noting the lien of the collateral agent on the certificate of title for the leased vehicle under state motor vehicle laws. Generally, these procedures require the dealer to apply for a title that includes the titling trust’s ownership and the collateral agent’s lien immediately after the titling trust’s purchase of a leased vehicle. The procedures to obtain title in the name of the titling trust and to perfect the collateral agent’s lien on the leased vehicle depend on the actions of third parties, including dealers and state and local motor vehicle registration authorities. If the collateral agent obtains a validly perfected security interest in the leased vehicle on a timely basis, the issuing entity, as holder of the exchange note, will also have the benefits of this security interest in most states. If the collateral agent does not obtain a perfected security interest in the leased vehicle due to fraud, forgery, negligence or administrative error of any third-party, the collateral agent’s security interest could be subordinated to subsequent purchasers of the leased vehicle and subsequent lenders with a perfected security interest. If the collateral agent does not have a perfected security interest in a leased vehicle, the issuing entity’s ability to realize on the leased vehicle following an exchange note default would be adversely affected. As servicer, the sponsor must take appropriate steps to maintain perfection of the collateral agent’s security interest in the leased vehicles.

In addition, because it is possible that the leased vehicles may be characterized as inventory held for sale by the titling trust, the sponsor files a UCC financing statement against the titling trust, on behalf of the collateral agent, because a financing statement must be filed to perfect a security interest in motor vehicles that are inventory.

The Lending Facility and all exchange notes, including the exchange note issued for the securitization transaction in which the notes will be issued, are secured by all of the Lease Assets financed by the titling trust under the Credit and Security Agreement and this security interest will ultimately be held by the indenture trustee, as holder of the exchange note and secured party on the applicable UCC financing statement, as set forth above under “—Security Interests in Exchange Note and Lease Assets—Perfection in the Exchange Note” above.

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Priority of Certain Liens Arising by Operation of Law

In certain circumstances, the collateral agent’s security interest in the leases or leased vehicles may be subordinated because under the laws of most states, statutory liens take priority over even a first priority perfected security interest in a vehicle. These statutory liens include:

· mechanic’s, repairmen’s and garagemen’s liens;

· motor vehicle accident liens;

· towing and storage liens;

· liens arising under various state and federal criminal statutes; and

· liens for unpaid taxes.

The UCC also grants certain federal tax liens priority over a secured party’s lien. Additionally, the laws of most states and federal law permit governmental authorities to confiscate motor vehicles under certain circumstances if used in or acquired with the proceeds of unlawful activities. Confiscation may result in the loss of the perfected security interest in the vehicle. The sponsor will represent and warrant that, as of the closing date, each security interest in a vehicle shall be a valid, binding and enforceable first priority security interest in the vehicle. However, liens for repairs or taxes superior to the collateral agent’s or the indenture trustee’s security interest in any vehicle, or the confiscation of a vehicle, could arise at any time during the term of a lease. No notice will be given to the collateral agent or the indenture trustee or any noteholder in the event these types of liens or confiscations arise. Moreover, any liens of these types or any confiscation arising after the closing date would not give rise to the sponsor’s redesignation obligation.

PBGC Liens

Under ERISA (as defined in the Glossary), the Pension Benefit Guaranty Corporation, or PBGC, will have the ability to place a lien on any of the assets of the GM controlled group if:

· a “defined benefit pension plan” (as defined in Section 3(35) of ERISA) (other than a “multiemployer plan” (as defined in Section 3(37) of ERISA)) is terminated by any member of the GM controlled group or the PBGC, and such pension plan is underfunded at the time of termination;

· any member of the GM controlled group withdraws from a defined benefit pension plan (other than a multiemployer plan) which has at least two contributing sponsors who are not under common control during a plan year for which the member constitutes a substantial employer, and such pension plan is underfunded at the time of withdrawal; or

· the members of the GM controlled group fail to satisfy the minimum funding requirements for a defined benefit pension plan (other than a multiemployer plan), which together with all other unpaid contributions, exceeds $1 million.

The titling trust, the depositor and the issuing entity are all members of the GM controlled group. In addition, while a PBGC lien could attach to any of the assets of the GM controlled group, the automatic stay would prevent the PBGC from realizing on any assets of any member of the GM controlled group, including the sponsor, that is the subject of a bankruptcy proceeding at the time the PBGC lien arises. If the titling trust, the depositor and the issuing entity were not subject to such bankruptcy proceedings and if neither the designated pool nor the exchange note were consolidated with

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the bankruptcy estate of the sponsor, then the PBGC would be able to levy on those assets to satisfy the pension obligations of the GM controlled group unless the security interest of the collateral agent in the Lease Assets in the designated pool and the security interest of the indenture trustee in the exchange note have priority over the PBGC lien. The securitization transactions in which the notes will be issued will be structured so that the security interest of the collateral agent in the Lease Assets in the designated pool and the security interest of the indenture trustee in the exchange note and any identifiable cash proceeds received before the PBGC files the notice of lien will have priority over a PBGC lien, notice of which is filed after the closing date for a securitization transaction.

Under state law, the priority of the collateral agent’s security interest in the leases was established under the UCC on the date the collateral agent filed its UCC financing statements. The priority of the collateral agent’s security interest in the leased vehicles and identifiable cash proceeds was established on the date the certificates of title for the leased vehicles were filed with the appropriate state department of motor vehicles (if the motor vehicle statutes apply) or on the date the collateral agent filed its financing statements (if the UCC applies). The priority of the indenture trustee’s security interest in the exchange note will be established under the UCC when the indenture trustee files its financing statements.

The priority of a PBGC lien, however, is determined under the rules applicable to federal tax liens and not under state law. Under these rules, a PBGC lien will be senior to any security interest that is perfected under state law after the PBGC files a notice of lien. Under the UCC, the priority of a security interest will relate back to the date on which the steps were taken to perfect the security interest, such as the filing of a financing statement, even if the property subject to the security interest does not exist at that time. Under the rules applicable to federal tax liens, however, the priority of a security interest does not relate back to the date on which the applicable steps were taken to perfect the security interest under state law if the property subject to the security interest does not exist at that time. Instead, under the rules applicable to federal tax liens, a security interest will not attach and be entitled to priority until the property comes into existence. As a result, the security interest of the collateral agent in the leases in the designated pool and any Monthly Payments received after the filing of a notice of lien by the PBGC will have priority over the PBGC lien only if the titling trust’s right to receive those Monthly Payments existed before the PBGC filed the notice of lien.

On the closing date, the sponsor, the depositor and the issuing entity will receive a reasoned legal opinion that, under the rules applicable to federal tax liens, a court would hold that the security interest of the collateral agent in the Lease Assets in the designated pool and all identifiable cash proceeds thereof (including the collections received after a filing of a lien by the PBGC) would be prior to any lien of the PBGC notice of which is filed after the closing date for a securitization transaction. This opinion will be subject to certain assumptions and qualifications and a court may not reach the same conclusion.

Repossession of Leased Vehicles

Unless a vehicle is voluntarily surrendered, self-help repossession is accomplished simply by taking possession of the leased vehicle. In cases where the lessee objects or raises a defense to repossession, or if otherwise required by applicable state law, a lessor must obtain a court order from the appropriate state court, and the vehicle must then be recovered in accordance with that order. In some jurisdictions, the lessor is required to notify the lessee of the default and the intent to repossess the leased vehicle and then must give the lessee a time period within which to cure the default. Generally, this right of cure may only be exercised on a limited number of occasions during the term of the related lease. Other jurisdictions permit repossession without prior notice if it can be accomplished without a breach of the peace — although in some states, a course of conduct in which the lessor has accepted late payments has been held to create a right by the lessee to receive prior notice.

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Notice of Sale; Redemption Rights

If a leased vehicle has been repossessed from a lessee, state laws require a lessor to provide the lessee with reasonable notice of the date, time and place of any public sale and/or the date after which any private sale of the leased vehicle may be held. In addition, some states also impose substantive timing requirements on the sale of repossessed leased vehicles and/or various substantive timing and content requirements on the notices. In some states, after a leased vehicle has been repossessed, the lessee may redeem the leased vehicle by paying the delinquent payments and other amounts due. In those states, the lessee typically has the right to redeem the collateral prior to actual sale or entry by the lessor into a contract for sale of the collateral by paying the lessor:

· in some other states, by paying the delinquent payments on the unpaid principal on the lease;

· the unpaid principal balance of the lease relating to such leased vehicle;

· the lessor’s reasonable expenses for repossessing, holding, and preparing the leased vehicle for sale and arranging for its sale (where allowed by law), plus, in some jurisdictions, reasonable attorneys’ fees and legal expenses.

Deficiency Judgments and Excess Proceeds

The proceeds from the resale of the repossessed leased vehicles will generally be applied first to the expenses of resale and repossession and then to satisfying the lessees’ remaining obligations under the lease. In some instances, the remaining amounts owing under the lease will exceed the liquidation proceeds remaining after these expenses are paid. Under the UCC and laws applicable in some states, a lessor is entitled to bring an action to obtain a deficiency judgment from a lessee for any deficiency on repossession and resale of a motor vehicle related to such lessee’s lease. However, the deficiency judgment would be a personal judgment against the lessee for the shortfall, and a defaulting lessee can be expected to have very little capital or sources of income available following repossession. Some states impose prohibitions, limitations or notice requirements on actions for deficiency judgments. Therefore, in many cases, it may not be useful to seek a deficiency judgment or, if one is obtained, it may be settled at a significant discount or be uncollectible.

In addition to the notice requirement described above, the UCC requires that every aspect of the sale or other disposition of a repossessed leased vehicle, including the method, manner, time, place and terms, be “commercially reasonable.” Courts have held that when a sale is not “commercially reasonable,” the lessor loses its right to a deficiency judgment. Also, prior to a sale, the UCC permits the lessee or other interested person to obtain an order mandating that the secured party refrain from disposing of the collateral if it is established that the lessor is not proceeding in accordance with the “default” provisions under the UCC.

Courts have applied general equitable principles to lessors pursuing repossession or litigation involving deficiency balances. These equitable principles may have the effect of relieving a lessee from some or all of the legal consequences of a default.

Consumer Protection Laws

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon lessors and servicers involved in consumer leasing. These laws include:

· the Truth-in-Lending Act;

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· the Equal Credit Opportunity Act;

· the Federal Trade Commission (FTC) Act;

· the Federal Consumer Leasing (FCL) Act;

· the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act;

· the Fair Debt Collection Practices Act;

· the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act;

· the Magnuson-Moss Warranty Act;

· the Federal Reserve Board’s Regulations B, M and Z;

· the Gramm-Leach-Bliley Act;

· state adaptations of the Uniform Consumer Credit Code;

· state vehicle leasing acts;

· state “lemon” laws; and

· other similar laws.

In addition, the laws of some states impose charge limitations and other restrictions on consumer leasing transactions and require other disclosures in addition to those required under federal law. These requirements impose specific statutory liabilities upon lessors who fail to comply with their provisions. In some cases, this liability could affect the collateral agent’s or the indenture trustee’s ability to enforce consumer leases.

The FCL Act and Regulation M, for example, require that a number of disclosures be made at the time a vehicle is leased, including all amounts due at the time of origination of the lease, a description of the lessee’s liability at the end of the lease term, the amount of any periodic payments, the circumstances under which the lessee may terminate the lease prior to the end of the lease term and the capitalized cost of the vehicle and a warning regarding possible charges for early termination. All states have adopted Article 2A of the UCC, which provides protection to lessees through certain implied warranties and the right to cancel a lease agreement relating to defective goods. In addition, courts have imposed general equitable principles on secured parties pursuing repossession of collateral or litigation involving deficiency balances. These equitable principles may relieve a lessee from some or all of the legal consequences of a default.

The servicer will represent and warrant that each lease complies with all requirements of law in all material respects. Accordingly, if a lessee has a claim against the collateral agent or the indenture trustee because the titling trust or the servicer violated any law and the claim materially and adversely affects the collateral agent’s or the indenture trustee’s interest in a lease or leased vehicle, the violation would create an obligation of the servicer to redesignate the Lease Asset from the designated pool unless the breach is cured in all material respects by the end of the applicable grace period.

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Servicemembers Civil Relief Act

Under the terms of the Servicemembers Civil Relief Act, or the Relief Act, a lessee who enters military service after entry into a lease may be entitled to repossession protection. Furthermore, 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. Leases with lessees who are in the military or who subsequently enter the military may be included in the designated pool and the sponsor will not be required to redesignate from the designated pool a Lease Asset that become subject to these laws. The Relief Act applies to lessees who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard, and officers of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration assigned to duty with the military. Because the Relief Act applies to lessees who enter military service, including reservists who are called to active duty, after origination of the lease, the sponsor cannot provide information as to the number of leases that may be affected. Any shortfall in collections resulting from the application of the Relief Act or similar legislation or regulations, which would not be recoverable from the related leases, would result in a reduction of the amounts distributable to noteholders, and would not be covered by advances, and may not be covered by any form of credit enhancement provided in connection with the notes.

In addition, the Relief Act imposes limitations that would impair the ability of the servicer to repossess a leased vehicle during the lessee’s period of active duty status. Thus, in the event that the Relief Act or similar legislation or regulations applies to any lease which goes into default, there may be delays in payment and losses on the notes. Any other shortfalls, deferrals or forgiveness of payments on the lease resulting from similar legislation or regulations may result in delays in payments or losses to noteholders.

Other Limitations

In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including federal bankruptcy laws and related state laws, may interfere with or affect the ability of the issuing entity or the servicer to repossess a leased vehicle or enforce a deficiency judgment. For example, in a Chapter 13 proceeding under the federal bankruptcy law, the lessee must decide whether to assume or reject the lease. If the lessee elects to assume, then the lease continues in full force and effect. However, if the lessee elects to reject the lease, the leased vehicle is surrendered to the lessor and the lessee’s liability is effectively ended. The lessor becomes an unsecured creditor for the deficiency balance owed on the lease including missed payments, any damages to the car and/or high mileage penalties. Upon discharge any amount owed to the lessor would be extinguished. Any such shortfall, to the extent not covered by credit support, could result in losses to noteholders.

Dodd-Frank Orderly Liquidation Framework

General

On July 21, 2010, the Dodd-Frank Act was enacted. The Dodd-Frank Act, among other things, gives the Federal Deposit Insurance Corporation, or the FDIC, authority to act as receiver of bank holding companies, financial companies and their respective subsidiaries in specific situations under the Orderly Liquidation Authority, or OLA, as described in more detail below. The OLA provisions were effective on July 22, 2010. The proceedings, standards, powers of the receiver and many other substantive provisions of OLA differ from those of the Bankruptcy Code in several respects. In addition, because the legislation remains subject to clarification through FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear exactly what impact these provisions will have on any particular company, including the sponsor, the depositor or a particular issuing entity, or their respective creditors.

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Potential Applicability to the Sponsor, the Depositor and Issuing Entities

There is uncertainty about which companies will be subject to OLA rather than the Bankruptcy Code. For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine, among other things, that the company is in default or in danger of default, the failure of such company and its resolution under the Bankruptcy Code would have serious adverse effects on financial stability in the United States, no viable private sector alternative is available to prevent the default of the company and an OLA proceeding would mitigate these adverse effects.

The issuing entity, the titling trust or the depositor could also potentially be subject to the provisions of OLA as a “covered subsidiary” of the sponsor. For the issuing entity, the titling trust or the depositor to be subject to receivership under OLA as a covered subsidiary of the sponsor (1) the FDIC would have to be appointed as receiver for the sponsor under OLA as described above, and (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) the issuing entity, titling trust or depositor is in default or in danger of default, (b) the liquidation of that covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States and (c) such appointment would facilitate the orderly liquidation of the sponsor.

There can be no assurance that the Secretary of the Treasury would not determine that the failure of the sponsor or any potential covered subsidiary thereof would have serious adverse effects on financial stability in the United States. In addition, no assurance can be given that OLA would not apply to the sponsor, the depositor or the issuing entity or, if it were to apply, that the timing and amounts of payments to the noteholders would not be less favorable than under the Bankruptcy Code.

FDIC’s Avoidance Power Under OLA

The provisions of OLA relating to preferential transfers differ from those of the U.S. federal bankruptcy laws. If the sponsor were to become subject to OLA, there is an interpretation under OLA that previous transfers of assets by the sponsor perfected for purposes of state law and the U.S. federal bankruptcy laws could nevertheless be avoided by the FDIC as preferential transfers. In this case the assets securing the notes could be reclaimed by the FDIC and the noteholders may have only an unsecured claim against the sponsor.

In July 2011, the FDIC adopted final rules which harmonize the application of the FDIC’s avoidance power under OLA with the related provisions under the U.S. federal bankruptcy laws. Based on these rules, the transfer of the exchange note by the sponsor would not be avoidable by the FDIC as a preference under OLA.

FDIC’s Repudiation Power Under OLA

If the FDIC is appointed receiver of a company under OLA, the FDIC would have the power to repudiate any contract to which the company was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of the company’s affairs.

In January 2011, the Acting General Counsel of the FDIC issued an advisory opinion confirming that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law, or changes the enforceability of standard contractual provisions meant to foster the bankruptcy-remote treatment of special purpose entities such as the depositor and the issuing entity, and that, until the FDIC adopts a regulation, the FDIC will not exercise its repudiation authority to reclaim, recover or recharacterize as property of a company in receivership or the receivership assets transferred by that company prior to the end of the applicable transition period of any such future regulation,

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provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that company under the U.S. federal bankruptcy laws.

The sponsor and the depositor intend that the sale of the exchange note by the sponsor to the depositor will constitute a “true sale” between separate legal entities under applicable state law. As a result, the sponsor believes that the FDIC would not be able to recover the exchange note using its repudiation power.

Although the advisory opinion does not bind the FDIC, and could be modified or withdrawn in the future, the opinion provides that it will apply to asset transfers which occur prior to the end of any applicable transition period adopted to implement future regulation addressing the FDIC’s repudiation authority under OLA. However, there can be no assurance that the FDIC will address its repudiation authority under OLA in future regulations or that future regulations or subsequent FDIC actions in an OLA proceeding involving the sponsor, the depositor or the issuing entity would not be contrary to this opinion.

If the issuing entity were placed in receivership under OLA, the FDIC would have the power to repudiate the notes issued by the issuing entity. In that case, the FDIC would be required to pay compensatory damages that are no less than the principal amount of the notes plus accrued interest as of the date the FDIC was appointed receiver and, to the extent that the value of the property that secured the notes is greater than the principal amount of the notes and any accrued interest through the date of repudiation or disaffirmance, such accrued interest.

Material U.S. Federal Income Tax Consequences

General

Below is a description of the anticipated material U.S. federal income tax consequences of the purchase, ownership and disposition of the notes offered by this prospectus. This description is based on the Internal Revenue Code of 1986, as amended, or the Code, existing and proposed Treasury regulations, current administrative rulings, judicial decisions and other applicable authorities all as in effect on the date of this prospectus, and all of which are subject to change, perhaps with retroactive effect. There are no cases or Internal Revenue Service, or IRS, rulings on similar transactions involving debt issued by a trust with terms similar to those of the notes. The IRS may challenge the conclusions reached in this description, and no ruling from the IRS has been or will be sought on any of the issues described below. Furthermore, legislative, judicial or administrative changes may occur, perhaps with retroactive effect, which could affect the accuracy of the statements and conclusions in this prospectus.

This description does not deal with all aspects of U.S. federal income taxation that may be relevant to the holders of notes in light of their personal investment circumstances nor, except for specific limited description of particular topics, to noteholders subject to special treatment under the U.S. federal income tax laws, such as insurance companies, tax-exempt organizations, regulated investment companies, financial institutions or broker dealers, taxpayers subject to the alternative minimum tax, holders that will hold the notes as part of a hedge, straddle, appreciated financial position or conversion transaction and holders that will hold the notes as other than capital assets. This information is directed only to prospective noteholders who:

· purchase notes in the initial distribution of the notes, and

· hold the notes as “capital assets” within the meaning of Section 1221 of the Code.

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As used in this section of the prospectus, the term “U.S. noteholder” means a beneficial owner of a note that is for U.S. federal income tax purposes:

· a citizen or resident of the United States,

· a corporation created or organized in or under the laws of the United States, any state of the United States or the District of Columbia,

· an estate whose income is subject to U.S. federal income tax regardless of its source, or

· a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or that has made a valid election under applicable Treasury Regulations to be treated as a U.S. person.

As used in this section of the prospectus, the term “non-U.S. noteholder” means a beneficial owner of a note other than a U.S. noteholder and other than a partnership.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) owns a note, the tax treatment of a partner in the partnership will depend on the status of the partner and the activities of the partnership. Partners in such a partnership are encouraged to consult their tax advisors as to the particular U.S. federal income tax consequences applicable to them.

Prospective noteholders are encouraged to consult with their tax advisors as to the U.S. federal, state and local, foreign and any other tax consequences to them of the purchase, ownership and disposition of notes.

Tax Characterization of the Issuing Entity

In the opinion of Katten Muchin Rosenman LLP, tax counsel to the depositor, assuming compliance with the terms of the transaction documents, the issuing entity will not be characterized as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

Tax counsel will also opine that the notes will be characterized as indebtedness for U.S. federal income tax purposes to the extent such notes are treated as beneficially owned by a person other than the depositor or its affiliates for such purposes. If, contrary to the opinion of tax counsel, the IRS successfully asserted that one or more classes of notes did not represent debt for U.S. federal income tax purposes, such class or classes of notes might be treated as equity interests in the issuing entity. If so treated, the issuing entity might be treated as a publicly traded partnership taxable as a corporation with potentially adverse tax consequences, including being unable to reduce its taxable income by deductions for interest expense on notes recharacterized as equity. Alternatively, the issuing entity could be treated as a publicly traded partnership that would not be taxable as a corporation because it would satisfy an applicable safe harbor. Nonetheless, treatment of the notes as equity interests in a publicly traded partnership could have adverse tax consequences to certain noteholders. For example, income to certain tax-exempt entities (including pension funds) would be “unrelated business taxable income,” income to non-U.S. noteholders may be subject to U.S. withholding tax and U.S. tax return filing requirements, and individual holders might be subject to some limitations on their ability to deduct their share of the issuing entity’s expenses.

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Tax Characterization and Treatment of the Notes

Characterization as Debt

The depositor agrees, and each noteholder will be deemed to agree by its acceptance of a note, to treat the notes as indebtedness for all U.S. federal, state and local income and franchise tax purposes. There are no Treasury regulations, published rulings or judicial decisions involving the characterization for U.S. federal income tax purposes of securities with terms substantially the same as the notes. In general, whether instruments such as the notes constitute indebtedness for U.S. federal income tax purposes is a question of fact, the resolution of which is based primarily upon the economic substance of the instruments and the transaction under which they are issued rather than merely upon the form of the transaction or the manner in which the instruments are labeled. The IRS and the courts have identified various factors to be taken into account in determining, for U.S. federal income tax purposes, whether or not an instrument constitutes indebtedness and whether a transfer of property is a sale because the transferor has relinquished substantial incidents of ownership in the property or whether the transfer is a borrowing secured by the property.

On the basis of its analysis of the above factors as applied to the facts and its analysis of the economic substance of the contemplated transaction, tax counsel is of the opinion that, for U.S. federal income tax purposes, assuming compliance with the terms of the transaction documents, the notes [other than the Class [x] notes] will [and, although such conclusion is not free from doubt, the Class [x] notes should] be characterized as indebtedness to the extent such notes are treated as beneficially owned by a person other than the depositor and its affiliates for such purposes. The depositor, the servicer, the indenture trustee and each noteholder, by acquiring an interest in a note, will agree to treat the notes as debt for U.S. federal, state and local income and franchise tax purposes. Neither the opinion of tax counsel nor the agreement to treat the notes as debt is binding on the IRS or the courts.

For a description of the potential U.S. federal income tax consequences to noteholders if the IRS were successful in challenging the characterization of the notes for U.S. federal income tax purposes, you should read “—Tax Characterization of the Issuing Entity” above.

Treasury Regulations issued under Section 385 of the Code address the debt or equity treatment of any notes held by members of the issuing entity’s “expanded group.” If any notes held by members of the issuing entity’s expanded group are recharacterized as stock and such notes are subsequently transferred to a person outside of the expanded group, then on request by that person, the issuing entity will provide or cause to be provided information reasonably requested by that person to determine the issue date and issue price of the transferred notes.

Treatment of Stated Interest

The stated interest on a note that constitutes qualified stated interest will be taxable to a holder as ordinary income when received or accrued according to the holder’s method of tax accounting. For stated interest to be qualified stated interest it must be payable at least annually and reasonable remedies must exist to compel timely payment or the terms of the instrument must make late payment or non-payment sufficiently remote for purposes of the original issue discount, or OID, rules. [Although stated interest on the Class [x] Notes can be deferred under certain circumstances, the issuing entity intends to treat the potential deferral as sufficiently remote for purposes of the OID rules and treat the stated interest on the notes as qualified stated interest.]

Original Issue Discount

In general, OID is the excess of the stated redemption price at maturity of a debt instrument over its issue price, unless that excess is less than a de minimis amount (i.e., 0.25% of the principal amount

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multiplied by the weighted average maturity of the debt instrument). A note’s stated redemption price at maturity is the aggregate of all payments required to be made under the note except qualified stated interest. The issue price will be the first price at which a substantial amount of notes are sold, excluding sales to bond houses, brokers or similar persons acting as underwriters, placement agents or wholesalers. A holder of notes treated as issued with OID that is not de minimis must include OID in its gross income as ordinary interest income as it accrues, regardless of the holder’s regular method of accounting, generally under a constant yield method. All stated interest payments on a note that matures one year or less from the date it is issued are included in the stated redemption price at maturity of the note and, therefore, are treated as OID.

[The Class              notes will be issued with OID and will be subject to additional rules applicable to “short-term obligations” because they have a maturity date of not more than one year from the date of issuance. All stated interest payments on short-term obligations are included in their stated redemption price at maturity and, therefore, are treated as OID. A holder of short-term obligations generally must:

· include amounts treated as OID in income when received or accrued, depending on the holder’s method of accounting,

· include in ordinary income any gain realized on the sale, exchange or retirement of the short-term obligation to the extent of the unrecognized OID (determined as a ratable share of OID over the number of days the short-term obligation is held, or if an election is made regarding the short-term obligation, on the basis of its yield to maturity and daily compounding), and

· defer deductions for interest expense on any indebtedness incurred or continued to purchase or carry the short-term obligation in an amount not exceeding the unrecognized OID until it is recognized.]

Although, the issuing entity intends to make all payments of stated interest on all classes of notes on a current basis and, therefore, the issuing entity believes any deferral of interest with respect to any class of notes would be a remote and incidental contingency, it is not an event of default with respect to the Class B Notes, the Class C Notes and the Class D Notes to defer interest payments with respect to such notes under certain circumstances. In the case of such a deferral, the notes with respect to which interest is deferred would be treated as reissued for purposes of the OID rules at the time of the interest deferral and at that time such notes may be treated as OID obligations. The prepayment assumption that will be used for purposes of computing OID with respect to the notes, if any, for U.S. federal income tax purposes is 100% PPC. In addition, a subsequent purchaser who buys a note for less than its principal amount may be subject to the “market discount” rules of the Code. A subsequent purchaser who buys a note for more than its principal amount may be subject to the “market premium” rules of the Code.

Disposition of Notes

If a noteholder sells or disposes of a note, the holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale or disposition and the holder’s adjusted tax basis in the note. The holder’s adjusted tax basis will equal the holder’s cost for the note, increased by any OID and market discount previously included by the noteholder in income on the note and decreased by any bond premium previously amortized and any payments of principal and OID previously received by the noteholder on the note. Any gain or loss on sale or disposition will be capital gain or loss if the note was held as a capital asset, except for gain representing accrued interest or accrued market discount not previously included in income. Capital gain or loss will be long-term if the note was held by the holder for more than one year and otherwise will be short-term.

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Information Reporting and Backup Withholding

The indenture trustee will be required to report annually to the IRS, and to each noteholder of record, the amount of interest paid on the notes, and any amount of interest withheld for U.S. federal income taxes, except as to exempt holders (generally, corporations, tax-exempt organizations, qualified pension and profit-sharing trusts, individual retirement accounts, or nonresident aliens who provide certification as to their status). Each holder who is not an exempt holder will be required to provide to the indenture trustee, under penalties of perjury, a certificate containing the holder’s name, address, correct federal taxpayer identification number and a statement that the holder is not subject to backup withholding. Should a holder fail to provide the required certification, the indenture trustee will be required to withhold the tax from interest otherwise payable to the holder and pay the withheld amount to the IRS.

Tax Consequences to Non-U.S. Noteholders

Subject to the application of the FATCA withholding tax described in “—Payments to Foreign Financial Institutions and Certain Other Non-U.S. Entities” below, a non-U.S. noteholder who is an individual or corporation (or a person treated as a corporation for U.S. federal income tax purposes) holding the notes on its own behalf and not in connection with the conduct of a U.S. trade or business will not be subject to U.S. federal income taxes on payments of principal, premium, interest or OID on a note, unless the non-U.S. noteholder is a direct or indirect 10% or greater owner of the issuing entity or a controlled foreign corporation related to the issuing entity. To qualify for the exemption from taxation, the withholding agent must have received a statement from the individual or corporation that:

· is signed under penalties of perjury by the beneficial owner of the note,

· certifies that the beneficial owner is not a U.S. noteholder, and

· provides the beneficial owner’s name and address.

A “withholding agent” is the last U.S. payor (or a non-U.S. payor who is a qualified intermediary, U.S. branch of a foreign person, or withholding foreign partnership) in the chain of payment before payment to a non-U.S. noteholder (which itself is not a withholding agent). This statement is made on an IRS Form W-8BEN or IRS Form W-8BEN-E, which generally is effective for the remainder of the year of signature plus three full calendar years unless a change in circumstances makes any information on the form incorrect. Under some circumstances, an IRS Form W-8BEN or IRS Form W-8BEN-E can remain effective indefinitely. The beneficial owner must inform the withholding agent within 30 days of a change in circumstances that makes any information on the form incorrect and furnish a new IRS Form W-8BEN or IRS Form W-8BEN-E to the withholding agent.

A non-U.S. noteholder who is not an individual or corporation (or a person treated as a corporation for U.S. federal income tax purposes) holding the notes on its own behalf may have substantially increased reporting requirements and is encouraged to consult its tax advisor.

A non-U.S. noteholder whose income on its investment in a note is effectively connected with the conduct of a U.S. trade or business will generally be taxed as if the holder was a U.S. noteholder.

Some securities clearing organizations, and other entities who are not beneficial owners, may be able to provide an IRS Form W-8IMY (or the appropriate substitute form) to the withholding agent. However, in this case, the IRS Form W-8IMY may require a copy of the beneficial owner’s IRS Form W-8BEN or IRS Form W-8BEN-E (or the appropriate substitute form).

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Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a note by a non-U.S. noteholder will be exempt from U.S. federal income and withholding tax so long as:

· the gain is not effectively connected with the conduct of a trade or business in the United States by the non-U.S. noteholder, and

· in the case of a foreign individual, the non-U.S. noteholder is not present in the United States for 183 days or more in the taxable year.

If the interest, gain or income on a note held by a non-U.S. noteholder is effectively connected with the conduct of a trade or business in the United States by the non-U.S. noteholder, the holder, although exempt from the withholding tax described above if an appropriate statement is furnished, will generally be subject to U.S. federal income tax on the interest, gain or income at regular U.S. federal income tax rates. In addition, if the non-U.S. noteholder is a foreign corporation, it may be subject to a branch profits tax equal to 30 percent of its “effectively connected earnings and profits” within the meaning of the Code for the taxable year, unless it qualifies for a lower rate under a tax treaty.

Payments to Foreign Financial Institutions and Certain Other Non-U.S. Entities

A 30% withholding tax generally will apply to payments of interest on notes that are made to foreign financial institutions and certain non-financial foreign entities. Such withholding tax, imposed under Sections 1471 through 1474 of the Code, or FATCA, generally will not apply where such payments are made to (i) a foreign financial institution that enters into and complies with an agreement with the IRS to, among other requirements, undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, report annually certain information about such accounts and withhold tax as may be required by that agreement, or (ii) a non-financial foreign entity that certifies it does not have any substantial U.S. owners, furnishes identifying information about each substantial U.S. owner, or is otherwise exempt from such information disclosure under FATCA. Alternative requirements may apply to foreign entities subject to an intergovernmental agreement for the implementation of FATCA. The FATCA withholding tax applies regardless of whether a payment otherwise would be exempt from U.S. non-resident withholding tax (such as under the portfolio interest exemption or as capital gain) and regardless of whether a foreign financial institution is the beneficial owner of a payment. Prospective noteholders should consult their own tax advisors about the application and requirements of information reporting and withholding under FATCA and any intergovernmental agreement for the implementation of FATCA.

State and Local Tax Consequences

Because of the variation in the tax laws of each state and locality, it is impossible to predict the tax classification of the issuing entity or the tax consequences to the issuing entity or to holders of notes in all of the state and local taxing jurisdictions in which they may be subject to tax. Prospective noteholders are encouraged to consult their tax advisors about state and local taxation of the issuing entity and state and local tax consequences of the purchase, ownership and disposition of notes.

ERISA Considerations

General

ERISA and the Code impose certain duties and requirements on employee benefit plans and other retirement plans and arrangements (such as individual retirement account and Keogh plans) that are subject

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to Title I of ERISA and/or Section 4975 of the Code, referred to herein as “plans,” and certain entities whose assets are deemed to include assets of plans, and on persons who are fiduciaries of plans. Any person who exercises any authority or control over the management or disposition of a plan’s assets is considered to be a fiduciary of that plan. A fiduciary of a plan subject to Title I of ERISA should consider the fiduciary standards thereunder in the context of the plan’s particular circumstances before authorizing an investment of a portion of such plan’s assets in the notes offered by this prospectus. Accordingly, pursuant to Section 404 of ERISA, such fiduciary should consider, among other factors:

· whether the investment is for the exclusive benefit of plan participants and their beneficiaries;

· whether the investment satisfies the applicable diversification requirements;

· whether the investment is in accordance with the documents and instruments governing the plan;

· whether the fiduciary has the authority to make the investment;

· the tax effects of the investment; and

· whether the investment is prudent, considering the nature of the investment.

Fiduciaries of plans also should consider ERISA’s prohibition on improper delegation of control over, or responsibility for, “plan assets.”

In addition, plans are prohibited from engaging in a broad range of transactions involving plan assets with persons that are “parties in interest” under ERISA or “disqualified persons” under the Code. Such transactions are treated as “prohibited transactions” under Section 406 of ERISA and excise taxes and/or other penalties are imposed on such persons under ERISA and/or Section 4975 of the Code unless a statutory, regulatory or administrative exemption applies. The underwriter, the servicer, any subservicers, the trustee, any indenture trustee and certain of their affiliates might be considered parties in interest or disqualified persons with respect to a plan. If so, the acquisition, holding or disposition of the [publicly offered] notes by or on behalf of such plan could be considered to give rise to a prohibited transaction unless an exemption is available. Each purchaser and each transferee using the assets of any plan to acquire the notes will be deemed to have represented that the acquisition, continued holding and disposition of the [publicly offered] notes by such plan will not constitute or result in a non-exempt prohibited transaction. Unless the context indicates otherwise, any reference to the acquisition, holding or disposition of a [publicly offered] note shall also mean the acquisition, holding or disposition of a beneficial interest in such [publicly offered] note.

Certain employee benefit plans, such as governmental plans, foreign plans and certain church plans (each as defined or described in ERISA) are not subject to the fiduciary responsibility requirements of ERISA or the prohibited transaction provisions of ERISA or Section 4975 of the Code, but they may nevertheless be subject to other federal, state, local or non-U.S. laws or regulations that are substantially similar to the foregoing provisions of ERISA and the Code (hereinafter referred to as “similar law”), and a plan subject to such similar law as a “plan subject to similar law.” Accordingly, assets of plans subject to similar law may be invested in notes without regard to the ERISA considerations discussed below; however, investment by such plans may be subject to similar law. Each purchaser and each transferee using the assets of any plan subject to similar law to acquire the [publicly offered] notes will be deemed to have represented that the acquisition, continued holding and disposition of the [publicly offered] notes will not constitute or result in a non-exempt violation of any similar law.

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In addition, any plan that is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code is subject to the prohibited transaction rules set forth in Section 503 of the Code.

Prohibited Transactions; Plan Assets

The Department of Labor has issued regulations defining what constitutes “plan assets” for purposes of ERISA and Section 4975 of the Code. Under the “plan asset regulations”, if a plan makes an investment in an “equity interest” in an entity and none of the exceptions in the plan asset regulation are applicable, an undivided portion of the assets of the entity will be considered the assets of such plan. In general, an “equity interest” is defined under the plan assets regulation as any interest in an entity other than an instrument which is treated as indebtedness under local law and which has no substantial equity features.

The depositor believes that the [publicly offered] notes will be treated as indebtedness without substantial equity features for purposes of the plan assets regulation. This assessment is based on the traditional debt features of the [publicly offered] notes, including the reasonable expectation of purchasers of the notes that the notes will be repaid when due, traditional default remedies, and on the absence of conversion rights, warrants and other typical equity features. [The Class D Notes may not be purchased by plans or using plan assets.]

Without regard to whether the notes are treated as debt for ERISA purposes, the acquisition, holding or disposition of [publicly offered] notes by or on behalf of a plan could be considered to give rise to a prohibited transaction. In this case, exemptions from the prohibited transaction rules could apply to the purchase, holding and disposition of [publicly offered] notes by or on behalf of a plan depending on the type and circumstances of the plan fiduciary making the decision to purchase a [publicly offered] note and the relationship of the party in interest to the plan investor. Included among these exemptions are:

· Prohibited Transaction Class Exemption, or PTCE, 84-14, regarding transactions effected by qualified professional asset managers;

· PTCE 90-1, regarding transactions entered into by insurance company pooled separate accounts;

· PTCE 91-38, regarding transactions entered into by bank collective investment funds;

· PTCE 95-60, regarding transactions entered into by insurance company general accounts;

· PTCE 96-23, regarding transactions effected by in-house asset managers; and

· the statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code for certain prohibited transactions between a plan and a person or entity that is a party in interest to such plan solely by reason of providing services to the plan or a relationship to such a service provider (other than a party in interest that is a fiduciary with respect to the assets of the plan involved in the transaction, or an affiliate of such fiduciary), provided the plan pays no more than, and receives no less than, adequate consideration in connection with the transaction.

As described above, each purchaser and each transferee using the assets of any plan to acquire the [publicly offered] notes will be deemed to have represented that the acquisition, continued holding and disposition of the [publicly offered] notes by such plan will not constitute or result in a non-exempt prohibited transaction.

Due to the possibility that the issuing entity, depositor, sponsor, servicer, collateral agent, administrative agent, indenture trustee, underwriters or any of their respective affiliates may receive certain

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benefits in connection with the sale or holding of the [publicly offered] notes, the purchase of the [publicly offered] notes using “assets of a plan” (as described in 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) over which any of these parties or their affiliates has investment authority, or renders investment advice for a fee with respect to the assets of the plan, or is the employer or other sponsor of the plan, might be deemed to be a violation of a provision of Title I of ERISA or Section 4975 of the Code. Accordingly, the [publicly offered] notes may not be purchased using the assets of any plan if the issuing entity, depositor, sponsor, servicer, collateral agent, administrative agent, indenture trustee, underwriters or any of their respective affiliates has investment authority, or renders investment advice for a fee with respect to the assets of the plan, or is the employer or other sponsor of the plan, unless an applicable prohibited transaction exemption is available to cover the purchase or holding of the [publicly offered] notes or the transaction is not otherwise prohibited.

Consultation with Counsel

A plan fiduciary considering the purchase of [publicly offered] notes should consult its tax and/or legal advisors regarding:

· whether the issuing entity’s assets would be considered plan assets;

· the possibility of exemptive relief from the prohibited transaction rules; and

· other ERISA issues and their potential consequences.

In addition, each plan fiduciary should determine whether, under the general fiduciary standards of investment prudence and diversification, an investment in [publicly offered] notes is appropriate for the plan, taking into account the plan’s overall investment policy and the composition of the plan’s investment portfolio. The sale of [publicly offered] notes to a plan is in no respect a representation by the sponsor or the underwriters that this investment meets all relevant requirements regarding investments by plans generally or any particular plan or that this investment is appropriate for plans generally or any particular plan.

Pool Factors

The “pool factor” for each note is a six-digit decimal, which the servicer will compute prior to each distribution. The pool factor indicates the remaining outstanding principal amount of a class of notes as of the applicable payment date, as a fraction of the initial outstanding principal amount of the notes. Each pool factor initially will be 1.000000, and thereafter will decline to reflect reductions in the outstanding principal amount of the applicable note.

A noteholder’s portion of the aggregate outstanding principal amount of the related note is the product of:

· the original aggregate principal amount of the notes purchased by that noteholder; and

· the applicable pool factor.

The noteholders of record will receive reports on or about each payment date concerning:

· the payments received on the Lease Assets;

· the Aggregate Securitization Value;

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· each pool factor; and

· other items of information set forth below under the heading “Description of the Notes –Reports to Noteholders.”

In addition, noteholders of record during any calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by law.

Legal Investment

Money Market Investment

The Class A-1 Notes will be structured to be eligible for purchase by money market funds under Rule 2a-7 under the 1940 Act. Rule 2a-7 includes additional criteria for investments by money market funds, including requirements relating to portfolio maturity, quality and diversification. Any determinations as to the qualification of the Class A-1 Notes under, and compliance with, these other requirements of Rule 2a-7 are solely the responsibility of each money market fund and its investment advisor.

A money market fund should consider whether an investment by the money market fund in the Class A-1 Notes satisfies the money market fund’s investment policies and objectives, and should consult its own legal advisors in determining whether and to what extent the Class A-1 Notes are a legal investment or are subject to restrictions on investment.

[E.U. and U.K. Securitization Requirements

None of the sponsor, the depositor, the issuing entity, the underwriters or any other party to the securitization transaction described in this prospectus is required, or intends, to retain a material net economic interest in such securitization in a manner that would satisfy, or enable any investor to comply with, the requirements of (i) Regulation (EU) 2017/2402 (as amended, the “E.U. Securitization Regulation”) or (ii) Regulation (EU) 2017/2402, as it forms part of U.K. domestic law by virtue of the EUWA and as amended (including by the Securitisation (Amendment) (EU Exit) Regulations 2019) (the “U.K. Securitization Regulation”). In addition, no such party undertakes to take any other action, or refrain from taking any action, prescribed or contemplated in, or for purposes of, or in connection with, compliance by any investor with any applicable requirement of, the E.U. Securitization Regulation or the U.K. Securitization Regulation. Moreover, the arrangements described under “Credit Risk Retention” have not been structured with the objective of enabling or facilitating compliance by any person with any requirement of the E.U. Securitization Regulation or the U.K. Securitization Regulation.

Consequently, the notes may not be a suitable investment for any person that is now or may in the future be subject to any requirement of the E.U. Securitization Regulation or the U.K. Securitization Regulation.

The E.U. Securitization Regulation and the U.K. Securitization Regulation may have a negative impact on the value and liquidity of the notes, and this may affect, amongst other things, the secondary market for the notes. Prospective investors and noteholders are responsible for analyzing their own regulatory position, and are encouraged (where relevant) to consult their own investment and legal advisors regarding the E.U. Securitization Regulation and the U.K. Securitization Regulation, and the suitability of the notes for investment.]

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Volcker Rule Considerations

The issuing entity will be relying on an exclusion or exemption under the 1940 Act, contained in Rule 3a-7 of the 1940 Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Act (such statutory provision together with such implementing regulations, the Volcker Rule).

Legal Proceedings

The Sponsor and the Servicer

The sponsor is subject to various pending and potential legal and regulatory proceedings in the ordinary course of business, including litigation, arbitration, claims, investigations, examinations, subpoenas and enforcement proceedings. Some litigation against the sponsor could take the form of class actions. The outcome of these proceedings is inherently uncertain, and thus the sponsor cannot confidently predict how or when proceedings will be resolved. An adverse outcome in one or more of these proceedings could result in substantial damages, settlements, fines, penalties, diminished income or reputational harm to the sponsor, and could materially and adversely affect the interests of the noteholders or the servicer’s ability to perform its duties under the transaction documents. [The material proceedings identified below are those in connection with which the sponsor believes a material loss is reasonably possible or probable.]

[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.]

[The Depositor]

[Insert disclosure regarding any material legal proceedings pending against the depositor, or know to be contemplated by governmental authorities, in accordance with Regulation AB Item 1117.]

[The Titling Trust]

[Insert disclosure regarding any material legal proceedings pending against the titling trust, or know to be contemplated by governmental authorities, in accordance with Regulation AB Item 1117.]

[The Settlor]

[Insert disclosure regarding any material legal proceedings pending against the settlor, or know to be contemplated by governmental authorities, in accordance with Regulation AB Item 1117.]

The Indenture Trustee

[Insert disclosure regarding any material legal proceedings pending against the indenture trustee, or know to be contemplated by governmental authorities, in accordance with Regulation AB Item 1117.]

The Collateral Agent and Administrative Agent

[Insert disclosure regarding any material legal proceedings pending against the collateral agent and administrative agent or know to be contemplated by governmental authorities, in accordance with Regulation AB Item 1117.]

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The Owner Trustee

[Insert disclosure regarding any material legal proceedings pending against the owner trustee, or know to be contemplated by governmental authorities, in accordance with Regulation AB Item 1117.]

Certain Relationships and Related Transactions

In the ordinary course of business from time to time, the sponsor and its affiliates have business relationships and agreements with affiliates of the owner trustee and the indenture trustee[, the hedge counterparty and its affiliates], including commercial banking, committed credit facilities, underwriting agreements, hedging agreements and financial advisory services, all on arm’s length terms and conditions.

The owner trustee is not an affiliate of any of the depositor, the sponsor, the servicer, the titling trust, the issuing entity, the settlor or the indenture trustee. However, the owner trustee and one or more of its affiliates may, from time to time engage in arm’s length transactions with the depositor, the sponsor, the servicer, the titling trust, the issuing entity, the settlor or the indenture trustee or affiliates of any of them, that are distinct from its role as owner trustee, including transactions both related and unrelated to the securitization of Lease Assets.

The indenture trustee is not an affiliate of any of the depositor, the sponsor, the servicer, the titling trust, the issuing entity, the settlor or the owner trustee. However, the indenture trustee and one or more of its affiliates may, from time to time, engage in arm’s length transactions with the depositor, the sponsor, the servicer, the titling trust, the issuing entity, the settlor or the owner trustee or affiliates of any of them, that are distinct from its role as indenture trustee, including transactions both related and unrelated to the securitization of Lease Assets. [In addition, the indenture trustee is an affiliate of                     , one of the underwriters].

The sponsor, the depositor, the titling trust and the settlor are affiliates and also engage in other transactions with each other involving securitizations and sales of Lease Assets.

[Disclosure regarding additional affiliations provided for each transaction.]

Credit Risk Retention

[The risk retention regulations in Regulation RR of the Securities Act require the sponsor, either directly or through its majority-owned affiliates, to retain an economic interest in the credit risk of the Lease Assets. The depositor is a wholly-owned subsidiary of the sponsor and [intends to]/[will] retain the issuer trust certificate.]

[Combination Vertical and Horizontal Interest Option:] [The depositor will satisfy the risk retention requirements of Regulation RR by retaining a combination of an “eligible vertical interest” [and an “eligible horizontal residual interest”/ [and an “eligible horizontal cash reserve account”]/ [, an “eligible horizontal residual interest” and an “eligible horizontal cash reserve account”]. The depositor expects that the percentage of the “eligible vertical interest” and [the percentage of the fair value of the “eligible horizontal residual interest” [and the amount deposited to the “eligible horizontal cash reserve account” on the closing date]] will together equal at least five percent.] [Include following disclosure for both Eligible Vertical Interest Option and either or both of Eligible Horizontal Residual Interest Option and Eligible Horizontal Cash Reserve Account Option, as applicable.] /[As described further below, 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 of each

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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. The portion of the notes that are retained in order to satisfy the requirements of Regulation RR will not be transferred, hedged or financed except as permitted by Regulation RR.]

[Eligible Vertical Interest Option:] [The depositor will retain         % of each class of notes, which satisfies the requirements for retaining an “eligible vertical interest” under Regulation RR. The depositor, or another majority-owned affiliate of the sponsor, is required to retain this interest until the later of two years from the closing date, the date the Pool Balance is one-third or less of the initial Pool Balance, or the date the principal amount of the notes is one-third or less of the original principal amount of the notes. Neither the sponsor, the depositor nor any of their affiliates may hedge their exposure to the retained notes during this period. See “Description of the Notes” in this prospectus for a description of the material terms of the notes that will be retained to satisfy the eligible vertical interest option.]

[Eligible Horizontal Residual Interest Option:] [The retention by the depositor, or another majority-owned affiliate of the sponsor, of the issuer trust certificate is intended to comply with the requirements of the retention of an “eligible horizontal residual interest” in an amount equal to at least five percent of all “ABS Interests” (within the meaning of Regulation RR) in the issuing entity issued as part of this securitization transaction, in satisfaction of the sponsor’s obligations under Regulation RR. In general, the issuer trust certificate (which represents the residual interest in the issuing entity) represents the rights to the overcollateralization, amounts remaining in the reserve account and excess spread, in all cases to the extent those amounts are eligible for distribution in accordance with the transaction documents and are not needed to make payments on the notes or cover losses on the Lease Assets. Because the issuer trust certificate is subordinated to each class of notes and is only entitled to amounts that are not needed on a payment date to make payments on the notes or to make other required payments or deposits according to the priorities of payments described in “Description of the Transaction Documents—Distributions—Payment Date Payments on the Notes” and “—Payment Date Payments after an Event of Default,” the residual interest absorbs all losses on a given payment date on the Lease Assets by reduction of, first, the excess spread, second, the overcollateralization and, third, the amounts in the reserve account, before any losses are incurred by the notes. See “Description of the Transaction Documents—Credit Enhancement” for a description of the credit enhancement available for the notes, including the excess spread, overcollateralization and the reserve account.

The depositor’s retention of the issuer trust certificate (which represents the residual interest in the issuing entity) [and $             of the Class              Notes] (collectively the retained interest) [is intended to]/[will] satisfy the requirements for an “eligible horizontal residual interest” under Regulation RR. The fair value of the residual interest will represent at least [five]]/[        ] percent of the sum of the fair values of the notes and the residual interest on the closing date [and the retained Class              Notes represent         % of the              value of the notes and the residual interest of the closing date]. Pursuant to Regulation RR, the depositor, or another majority-owned affiliate of the sponsor, is required to retain this [residual][retained] interest [and these notes] until the latest of (i) two years from the closing date, (ii) the date the Aggregate Securitization Value of the Lease Assets is one-third or less of the Aggregate Securitization Value of the Lease Assets as of the cutoff date, or (iii) the date the principal amount of the notes is one-third or less of the original principal amount of the notes. None of the sponsor, the depositor or any of their affiliates will hedge their exposure to the issuer trust certificate during this period other than as permitted by Regulation RR. See “The Issuing Entity” [and “Description of the Notes”] in this prospectus for a description of the material terms of the issuer trust certificate [and Class __ Notes] that [together] will be retained to satisfy the eligible horizontal residual interest option.]

[Eligible Horizontal Cash Reserve Account Option:] [The depositor will satisfy the risk retention requirements of Regulation RR [in part] by funding an “eligible horizontal cash reserve account.” As described under “Description of the Transaction Documents – Credit Enhancement – Reserve Account,”

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the reserve account qualifies as an eligible horizontal cash reserve account because it is held by the indenture trustee in the name of and for the benefit of the issuing entity; amounts on deposit in the reserve account may be invested only in certain permitted investments constituting cash or cash equivalents; and amounts on deposit in the reserve account only may be withdrawn while the notes are outstanding to make certain payments of interest and principal on the notes and to pay trust expenses (other than those that are payable to the sponsor or any of its affiliates, including the servicing fee for so long as GM Financial is the servicer). The depositor will deposit $             from the proceeds from the sale of the notes into the reserve account on the closing date, which represents [    ]% of the sum of the fair value of the notes and the residual interest on the closing date. See “Description of the Transaction Documents—Credit Enhancement—Reserve Account” in this prospectus for a description of the material terms of the reserve account.]

Notwithstanding any references in this prospectus to the risk retention regulations in Regulation RR, in the event the risk retention regulations in Regulation RR (or any relevant portion thereof) are repealed or determined by applicable regulatory agencies to be no longer applicable to this securitization transaction, none of the sponsor, the depositor or any other party will be required to comply with or act in accordance with the risk retention regulations in Regulation RR (or such relevant portion thereof).

For purposes of determining compliance with Regulation RR, the estimated fair values of the notes and the issuer trust certificate (which represents the residual interest in the issuing entity) are as follows [if the aggregate initial principal amount of the notes is $            ]:

Class	Range of Fair Values     or Fair Value (in millions)	Range of Fair Values         or Fair Value (%)
Class A	$		%
Class B	$		%
Class C	$		%
Class D	$		%
Issuer Trust Certificate	$		%
Total	$		100.0%

[For purposes of determining compliance with Regulation RR, the estimated fair values of the notes and the issuer trust certificate (which represents the residual interest in the issuing entity) are as follows if the aggregate initial principal amount of the notes is $            :

Class	Range of Fair Values     or Fair Value (in millions)	Range of Fair Values         or Fair Value (%)
Class A	$		%
Class B	$		%
Class C	$		%
Class D	$		%
Issuer Trust Certificate	$		%
Total	$		100.0%]

The expected range of fair values of the residual interest was determined using observable and unobservable inputs within a discounted cash flow model in accordance with the fair value assessment under generally accepted accounting principles. In assessing fair value, the use of observable and unobservable inputs and their significance in measuring fair value are reflected in the fair value hierarchy assessment, with Level 1 inputs favored over Level 3 inputs.

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Level 1 – inputs include quoted prices for identical instruments and are the most observable,

Level 2 – inputs include quoted prices for similar instruments and observable inputs such as interest rates and yield curves, and

Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the instrument.

The fair value of the notes is categorized within [Level 2] of the hierarchy, reflecting the use of inputs derived from prices for similar instruments. The fair value of the residual interest is categorized within [Level 3] of the hierarchy as inputs to the fair value calculation are generally not observable.

The fair value of the notes is assumed to equal the initial principal amount of each class set forth [in the table] on the front cover of this prospectus [and, with respect to the Class D Notes, $            ] [if the aggregate initial principal amount of the notes is $             or, if the aggregate initial principal amount of the notes is $            , the fair value of the notes is assumed to be as follows: $             for the Class A-1 Notes, $             [in the aggregate] for the Class A-2[-A] Notes [and the Class A-2-B Notes], $             for the Class A-3 Notes, $             for the Class A-4 Notes, $             for the Class B Notes, $             for the Class C Notes [and $             for the Class D Notes]. The assumed interest rate ranges are based on recent market pricings of similar automobile lease-backed securitizations with similar note tenors, as detailed in the following table:

Class	Assumed Range of Interest Rates
Class A-1	% –%
Class A-2-A	% –%
Class A-2-B	% –%
Class A-3	% –%
Class B	% –%
Class C	% – %
Class D	% –%

In addition to the assumptions that appear under “Yield and Prepayment Considerations,” except with respect to clauses [(    ), (    ), (    ) and (    )], the sponsor made the following assumptions in the discounted cash flow model:

· Note interest accrues at the rates described above. [In determining the interest payments on the floating rate [Class A-2-B Notes], [30-day average SOFR] is assumed to reset consistent with the applicable forward rate curve as of             , 20    .]

· The Lease Assets prepay at a rate of     % PPC. This prepayment curve includes both voluntary prepayments by lessees and the Lease Assets becoming a Liquidated Lease.

· All Matured Lease Vehicles are returned and sold for an amount equal to their Base Residual Value, resulting in no residual value gains or losses.

· [The fair value calculation assumes that when the allocation between the Class A-2 Notes is determined on or before the date of pricing, the maximum amount of Class A-2[-A] Notes that would be issued is $             (in which case, $0 of [Class A-2-B Notes] would be issued) and the minimum amount of Class A-2[-A] Notes that would be issued is $             (in which case, $             of [Class A-2-B Notes] would be issued).]

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· [If the aggregate initial principal amount of the notes is $            , the fair value calculation assumed that when the allocation between the Class A-2 Notes is determined on or before the date of pricing, the maximum amount of Class A-2[-A] Notes that would be issued is $             (in which case, $0 of [Class A-2-B Notes] would be issued) and the minimum amount of the Class A-2[-A] Notes that would be issued is $             (in which case $             of [Class A-2-B Notes] would be issued].

· The pool experiences a lifetime cumulative net loss rate of     % and these losses are incurred based on the following timing curve:

Months 1 – 12:           %

Months 13 – 24:         %

Months 25 – 36:         %

[Months 37 – 48:        %]

[Months 49 – 60:        %]

· The recovery rate assumes a recovery of     % of the Securitization Value of Defaulted Leases as of the date they were charged off, with a delay between default and recovery of three months.

· Cash flows received on the residual interest are discounted at     % [and the Class      Notes are discounted at     %].

The sponsor developed these inputs and assumptions considering the following factors:

· The assumed prepayment curve, or PPC, was estimated considering the prepayment curve experienced on certain of the sponsor’s prior securitized pools, as well as the prepayment curve that is expected to be assumed when the interest rates on the notes are established on the date of pricing.

· The lifetime cumulative net loss was determined by the sponsor based on the performance of prior securitized pools, the composition of the pool for this securitization, trends in used motor vehicle values, economic conditions and the loss assumptions employed by the engaged NRSROs. The cumulative net loss assumption represents the expected cumulative defaults reduced by expected recoveries.

· The discount rate was determined based on an unobservable pre-tax cost of equity capital of the sponsor. [The discount rate was not determined based on sales of similar residual interests due to the lack of an actively-traded market for such residual interests.]

The sponsor believes that the inputs and assumptions described above are all of the inputs and assumptions that could have a significant impact on the fair value calculations described above and provide a prospective noteholder with information that is sufficient to evaluate the fair value calculation. The fair value of the notes and the residual interest was calculated based on the assumptions described above, including the assumptions regarding the characteristics and performance of the Lease Assets, that will likely differ from the actual characteristics and performance of the Lease Assets. You should be sure you understand these assumptions when considering the fair value calculation.

[To be included if Eligible Horizontal Residual Interest Option and/or Eligible Horizontal Cash Reserve Account Option is Used:] [The sponsor will recalculate the fair value of the notes and the issuer trust certificate following the closing date to reflect the issuance of the notes and any material changes in the methodology or inputs and assumptions described above. The first distribution report filed on Form 10-D after the closing date will include the fair value of the issuer trust certificate (i) as a dollar amount

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and (ii) as a percentage of the sum of the fair value of the notes and the issuer trust certificate on the closing date, together with a description of any material changes in the methodology or inputs and assumptions that were used to calculate the fair value.]

[To be included if Eligible Vertical Interest Option is Used:] [If the amount of any class of notes retained by the depositor is materially different from the amount disclosed above, the dollar amount and percentage of each class of notes retained by the sponsor will be included in the first distribution report filed on Form 10-D after the closing date.]/[Should the sponsor need to retain additional credit risk in order to satisfy its risk retention obligations on the closing date, the depositor will retain a percentage of each class of notes greater than or equal to the excess of the required risk retention amount over the fair value of the “eligible horizontal residual interest.” By retaining the eligible vertical interest, the depositor will be a noteholder of each class of notes and will be entitled to receive a percentage of all payments of interest and principal made on each class of notes and, if there is a shortfall in Available Funds available to make payments to any class of notes, will bear a pro rata amount of those shortfalls. Each class of notes retained by the depositor as part of the eligible vertical interest will have the same terms as all other notes in that class, except that the notes retained by the depositor will be deemed not to be outstanding for purposes of determining whether a required percentage of any class of notes have taken any action under the indenture or any other transaction document. For a description of the notes and the credit enhancement available for the notes, you should read “Description of the Notes—Payments of Interest”, “Description of the Notes—Payments of Principal”, “Description of the Transaction Documents—Distributions—Payment Date Payments on the Notes”, “Description of the Transaction Documents—Credit Enhancement.”]

Ratings

The sponsor has engaged [two] NRSROs to assign credit ratings to the notes.

The ratings of the notes will address the likelihood of the payment of principal and interest on the notes according to their terms. Each engaged NRSRO rating the notes will monitor the ratings using its normal surveillance procedures. Each engaged NRSRO, in its discretion, may change, qualify or withdraw an assigned rating at any time as to any class of notes. Any rating action taken by one engaged NRSRO may not necessarily be taken by another engaged NRSRO. No transaction party will be responsible for monitoring any changes to the ratings on the notes.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time for any reason. There can be no assurances that the rating agencies will not lower or withdraw the ratings. No person or entity will be obligated to provide any additional credit enhancement with respect to the notes. Any withdrawal of a rating may have an adverse effect on the liquidity and market price of the notes. The ratings assigned to the notes address the likelihood of the receipt by the noteholders of all distributions to which the noteholders are entitled by their respective final scheduled payment dates. The ratings assigned to the notes do not represent any assessment of the likelihood that principal prepayments might differ from those originally anticipated or address the possibility that noteholders might suffer a lower than anticipated yield.

Underwriting

Under the terms and subject to the conditions set forth in the underwriting agreement for the sale of the [publicly offered] notes, each of the underwriters has severally agreed, subject to the terms and conditions set forth therein, to purchase the principal amount of the notes set forth opposite its name below:

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	Principal Amount of Class A-1 Notes	Principal Amount of Class A-2[-A] Notes[(1)]		[Principal Amount of Class A-2-B Notes(1)]		Principal Amount of Class A-3 Notes
[Underwriter]	$    [            ]		$    [            ]		$    [            ]		$    [            ]
[Underwriter]	[            ]		[            ]		[            ]		[            ]
[Underwriter]	[            ]		[            ]		[            ]		[            ]
[Underwriter]	[            ]		[            ]		[            ]		[            ]
[Underwriter]	[            ]		[            ]		[            ]		[            ]
[Underwriter]	[            ]		[            ]		[            ]		[            ]
Total[(2)]	$    [            ]		$    [            ]		$    [            ]		$    [            ]
	Principal Amount of Class A-4 Notes	Principal Amount of Class B Notes		Principal Amount of Class C Notes		[Principal Amount of Class D Notes]
[Underwriter]	$    [            ]		$    [            ]		$    [            ]		$    [            ]
[Underwriter]	[            ]		[            ]		[            ]		[            ]
[Underwriter]	[            ]		[            ]		[            ]		[            ]
[Underwriter]	[            ]		[            ]		[            ]		[            ]
[Underwriter]	[            ]		[            ]		[            ]		[            ]
[Underwriter]	[            ]		[            ]		[            ]		[            ]
Total[(2)]	$    [            ]		$    [            ]		$    [            ]		$    [            ]

[(1) 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 day of pricing. [The aggregate principal amount of the Class A-2-A Notes and the Class A-2-B Notes is $            .] [If the aggregate initial principal amount of the notes is $            , the aggregate amount of the Class A-2-A Notes and the Class A-2-B Notes is $            . If the aggregate initial principal amount of the notes is $            , the aggregate principal amount of the Class A-2-A Notes and the Class A-2-B Notes is $            .]]

[(2) If the aggregate initial principal amount of the notes is $            . If the aggregate initial principal amount of the notes is $            , the principal amount of the Class A-1 Notes will be $            , the aggregate principal amount of the Class A-2-A Notes and the Class A-2-B Notes will be $            , the principal amount of the Class A-3 Notes will be $            , the principal amount of the Class A-4 Notes will be $            , the principal amount of the Class B Notes will be $            , the principal amount of the Class C Notes will be $             and the principal amount of the Class D Notes will be $            .]

The underwriters have advised the depositor that they propose initially to offer the [publicly offered] notes to the public at the prices listed below, and to dealers at prices less the initial concessions listed below:

	Underwriting             Discount	Net Proceeds     to the Seller  (1)		Selling Concessions     Not to Exceed		Reallowance         Not to Exceed
Class A-1	[        ]%		[        ]%		[        ]%		[        ]%
Class A-2[-A]	[        ]%		[        ]%		[        ]%		[        ]%
[Class A-2-B]	[[        ]%]		[[        ]%]		[[        ]%]		[[        ]%]
Class A-3	[        ]%		[        ]%		[        ]%		[        ]%
Class A-4	[        ]%		[        ]%		[        ]%		[        ]%
Class B	[        ]%		[        ]%		[        ]%		[        ]%
Class C	[        ]%		[        ]%		[        ]%		[        ]%
[Class D]	[[        ]%]		[[        ]%]		[[        ]%]		[[        ]%]
Total	$[            ]		$[            ]

(1) Before deducting expenses, estimated to be $            .

[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 underwriting agreement provides that the sponsor will reimburse the underwriters for certain expenses and the sponsor and the depositor will indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

Payment of the purchase price for the [publicly offered] notes will be required to be made in immediately available funds.

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No action has been taken by the issuing entity or the underwriters which would or is intended to permit an offer of notes to the public in any country or jurisdiction (other than the United States of America) where action for that purpose is required. Accordingly, no offer or sale of any notes has been authorized in any country or jurisdiction (other than the United States of America) where action for that purpose is required and neither this prospectus nor any other circular, prospectus, form of application, advertisement or other material may be distributed in or from or published in any country or jurisdiction (other than the United States of America), except under circumstances which will result in compliance with applicable laws and regulations.

Upon receiving a request by an investor who has received an electronic prospectus from an underwriter or a request by the investor’s representative within the period during which there is an obligation to deliver a prospectus, the underwriter will promptly deliver, or cause to be delivered, without charge, a paper copy of this prospectus.

The depositor or its affiliates may apply all or any portion of the net proceeds of this offering to the repayment of debt, including “warehouse” debt secured by the Lease Assets prior to their sale to the issuing entity. One or more of the underwriters, or their respective affiliates or entities for which their respective affiliates act as administrator and/or provide liquidity lines, may have acted as a “warehouse lender” to its affiliates, and may receive a portion of the proceeds as a repayment of the “warehouse” debt. Because more than 10% of the net offering proceeds of the offering may be paid to the underwriters or their respective affiliates or associated persons, this offering is being made pursuant to the provisions of Financial Industry Regulatory Authority, Inc. Rule 5121.

Until the distribution of the [publicly offered] notes is completed, the rules of the SEC may limit the ability of the underwriters and certain selling group members to bid for and purchase the [publicly offered] notes. As an exception to these rules, the underwriters are permitted to engage in certain transactions that stabilize the price of the [publicly offered] notes. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the [publicly offered] notes.

If the underwriters create a short position in the [publicly offered] notes in connection with this offering (i.e., they sell more[publicly offered] notes than the related initial principal amount set forth on the cover page of this prospectus), the underwriters may reduce that short position by purchasing [publicly offered] notes in the open market. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases.

None of the depositor, the servicer, the issuing entity or any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that any of the transactions described above might have on the price of the [publicly offered] notes. In addition, none of the depositor, the servicer, the issuing entity or any of the underwriters makes any representation that the underwriters will engage in such transactions or that such transactions, if commenced, will not be discontinued without notice.

There is currently no secondary market for the [publicly offered] notes and it should not be assumed that one will develop. The underwriters currently expect (based on capabilities), but are not obligated, to make a market in the [publicly offered] notes. It should not be assumed that any such market will develop, or if one does develop, that it will continue or provide sufficient liquidity.

In the ordinary course of their respective businesses, the underwriters and their respective affiliates have engaged and may in the future engage in investment banking or commercial banking transactions with the sponsor, General Motors Financial Company, Inc. and their respective affiliates.

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[One or more of the underwriters, or their respective affiliates, may contract to be the counterparty under the swap agreement entered into by the issuing entity with respect to the [Class A-2-B] Notes. Any underwriter, or any affiliate of any underwriter, that enters into a hedge agreement with the issuing entity does so as a principal for its own benefit and not for the benefit of the noteholders or any other party. Amounts received by any underwriter, or any affiliate of any underwriter, in its capacity as counterparty under the hedge agreement are not included in the underwriting discounts listed on the cover of this prospectus.]

United Kingdom

Each underwriter has severally represented and agreed that:

Prohibition on Sales to U.K. Retail Investors

(1)      it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any [publicly offered] notes which are the subject of the offering contemplated by this prospectus to any U.K. Retail Investor in the U.K. For the purposes of this provision:

(a)      the expression “U.K. Retail Investor” means a person who is one (or more) of the following:

(i) 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 EUWA and as amended;

(ii) a customer within the meaning of the provisions of 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

(iii) not a U.K. Qualified Investor; and

(b)      the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the [publicly offered] notes to be offered so as to enable an investor to decide to purchase or subscribe for the [publicly offered] notes;

Other U.K. Regulatory Restrictions

(2)      in the U.K., it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any [publicly offered] notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity and/or the depositor; and

(3)      it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the [publicly offered] notes in, from or otherwise involving the U.K.

European Economic Area

Each underwriter has represented and agreed severally and not jointly that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any [publicly offered]

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notes which are the subject of the offering contemplated by this prospectus to any E.U. Retail Investor in the EEA. For the purposes of this provision, 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 MiFID II; or

(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 an E.U. Qualified Investor.

In addition, for purposes of this provision, the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the [publicly offered] notes to be offered so as to enable an investor to decide to purchase or subscribe to the [publicly offered] notes.

Legal Opinions

In addition to the legal opinions described in this prospectus, certain federal income tax and other matters will be passed upon for the depositor and the issuing entity by Katten Muchin Rosenman LLP, New York, New York and Washington, D.C. Certain legal matters relating to the notes will be passed upon for the underwriters by [legal counsel to the underwriters].

Incorporation by Reference

The sponsor or the issuing entity will, from time to time, file various items with the Securities and Exchange Commission relating to the issuing entity and the notes offered by this prospectus. These items will include the definitive legal documents used for each issuance, definitive prospectus and computational materials, as well as periodic reports that the issuing entity will file, or the sponsor will file for the issuing entity, including monthly asset-level data filings on Form ABS-EE, any current reports on Form 8-K and amendments to those reports for so long as the issuing entity is subject to the reporting requirements of the Exchange Act.

All current reports on Form 8-K filed by the issuing entity, and by the depositor on behalf of the issuing entity, prior to the termination of the offering of the notes shall be deemed to be incorporated by reference into this prospectus. In addition, the disclosures filed by the issuing entity, and the depositor on behalf of the issuing entity, by the date of the filing of this prospectus as exhibits to Form ABS-EE are incorporated by reference into this prospectus. These items will be publicly available through the Securities and Exchange Commission as described under “Where You Can Find More Information.”

Financial Information

The trust property will secure the notes, however, the issuing entity will not engage in any business activities or have any assets or obligations prior to the issuance of the notes, except for the capital contribution made to any issuing entity which is a Delaware statutory trust.

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Glossary

Accelerated Principal Amount means, for a payment date, the lesser of:

(1) the excess, if any, of the amount of Total Available Funds on the payment date over the amounts payable on the payment date under clauses (1) through [(19)] under “Description of the Transaction Documents—Distributions—Payment Date Payments on the Notes”; and

(2) the excess, if any, on the payment date of:

(a) the Pro Forma Note Balance for the payment date;

minus

(b) the Required Pro Forma Note Balance for the payment date.

Administration Agreement means that certain administration agreement, to be entered into as of the cutoff date, among the depositor, the sponsor, as administrator and the indenture trustee.

Administrative Charges means, with respect to any lease agreement, any payment (whether or not part of the fixed Monthly Payment) payable to the related lessor representing a late payment fee, a returned instrument or automatic clearing house transaction charge, an extension fee in connection with the extension of a lease agreement, a purchase option fee, a service fee, disposition fees, termination fees, an allocation to the related lessee of insurance premiums, title, license, registration and other official fees, sales, personal property or excise taxes or any other similar charge, parking tickets or any other charges which the lessor is required to remit to a dealer or any other third-party; provided, however, any amount received by the servicer from the lessee in payment of a Lessee Obligation shall not constitute an Administrative Charge to the extent the servicer has been reimbursed for such amount.

Aggregate Securitization Value means, on any date of determination, the sum of the Securitization Values of the Lease Assets that are allocated to the [related] designated pool as of such date.

Available Funds means, for any payment date, the sum of:

(1) all amounts received by the issuing entity as payments on the exchange note;

plus

(2) any income on investments held in the collection account;

plus

(3) the proceeds of any purchase or sale of the exchange note pursuant to the exercise by the servicer of its optional redemption right;

plus

(4) amounts in excess of the Reserve Account Required Amount that are released from the reserve account;

plus

(5) [any amounts received by the collateral agent pursuant to the hedge agreement, if applicable, with respect to the [Class A-2-B Notes] (less any amounts used to enter into a replacement hedge agreement;

plus

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(6) [any remaining funds on deposit in the [revolving account] [pre-funding account] at the termination of the [revolving period][pre-funding period];

Base Residual Value means, with respect to any lease, the least of (1) the Contract Residual Value, (2) the residual value of the total manufacturer’s suggested retail price of the related leased vehicle (including all options authorized by the servicer in connection with the origination of the related lease agreement, without making a distinction between value-adding options that add little or no value to the resale price of the related leased vehicle) on the related Maturity Date as determined in accordance with the then-current Automotive Lease Guide upon origination of the related lease agreement, (3) the residual value of the total manufacturer’s suggested retail price of the related leased vehicle (including all options authorized by the servicer in connection with the origination of the related lease agreement, without making a distinction between value-adding options that add little or no value to the resale price of the related leased vehicle) on the related Maturity Date calculated utilizing as a “mark-to-market” value a residual value estimate as determined in accordance with the     /         20     Automotive Lease Guide, (4) the residual value of the Maximum Residualizable MSRP of the related leased vehicle on the related Maturity Date as determined in accordance with the then-current Automotive Lease Guide upon origination of the related lease agreement, and (5) the residual value of the Maximum Residualizable MSRP of the related leased vehicle on the related Maturity Date calculated utilizing as a “mark-to-market” value a residual value estimate as determined in accordance with the     /         20     Automotive Lease Guide.

Base Servicing Agreement means that certain third amended and restated servicing agreement, dated as of January 24, 2018, among the titling trust, the settlor, the servicer and the collateral agent.

Certificateholder means the person in whose name a trust certificate evidencing the beneficial interest of such holder in the issuing entity is registered.

Contract Residual Value means, with respect to any lease agreement, the value of the related leased vehicles at the Maturity Date as established or assigned by the servicer at the time of origination of such lease agreement in accordance with the customary servicing practices for the purposes of determining the Monthly Payment.

Credit and Security Agreement means that certain second amended and restated credit and security agreement, dated as of January 24, 2018, among the titling trust, the sponsor, the administrative agent and the collateral agent.

Credit Bureau Score means a FICO^® Auto Score generated by credit reporting agencies. The sponsor receives Credit Bureau Scores from various credit reporting agencies, depending on the location of the obligor.

Defaulted Lease means any lease agreement that is not a Liquidated Lease and with respect to which at any time prior to the related Maturity Date, (1) an amount at least equal to 10% of any Monthly Payment remains unpaid for more than one-hundred twenty (120) days from the original payment due date, (2) the related leased vehicle has been repossessed, or (3) such lease agreement has been written off by the servicer in accordance with its customary servicing practices.

Delinquent Lease means any lease agreement that is not a Defaulted Lease or a Liquidated Lease and a lessee fails to make at least 90% of a Monthly Payment by the related payment due date and such unpaid amount remains unpaid for more than thirty (30) days from the original payment due date for such payment.

Designated Pool Collections means, with respect to [the][each] designated pool, all cash collections and other cash proceeds (including Net Liquidation Proceeds but excluding Administrative

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Charges) of the Lease Assets in [the][such] designated pool and cash proceeds and security related to such Lease Assets. Designated Pool Collections for each collection period will also include any portion of a Monthly Payment remitted in advance by a lessee (either during that collection period or an earlier collection period) that is applied by the servicer in satisfaction of all or a portion of the related Monthly Payment but excludes any such paid-ahead amounts that are not so applied by the servicer.

Discount Rate means, with respect to each Lease Asset, the greater of (1)     %, and (2) the implicit lease rate for that Lease Asset.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

Exchange Note Interest Payment Amount means an amount equal to the sum of (1) (a) the interest accrued at an interest rate equal to     % during the applicable interest period on the principal balance of the exchange note as of the start of that interest period, multiplied by (b) 30/360, plus (2) the portion of the Exchange Note Interest Payment Amount, if any, that was not paid on any prior payment date.

Exchange Note Principal Payment Amount means[, with respect to each designated pool,] an amount equal to the sum of (1) the difference between (a) the Aggregate Securitization Value of all Lease Assets in [the][such] designated pool as of the close of business on the last day of the immediately preceding collection period, minus (b) the Aggregate Securitization Value of all Lease Assets in [the][such] designated pool as of the close of business on the last day of the related collection period, plus (2) the portion of the Exchange Note Principal Payment Amount, if any, that was not paid on any prior payment date; provided, that, for each payment date occurring on or after the final scheduled payment date for the exchange note or after the acceleration of the exchange note, the Exchange Note Principal Payment Amount will equal the entire outstanding principal balance of the exchange note as of such payment date.

Exchange Note Sale Agreement means that certain exchange note sale agreement, to be entered into as of the cutoff date, among the sponsor and the depositor.

Exchange Note Supplement means that certain exchange note supplement to the Credit and Security Agreement, to be entered into as of the cutoff date, among the titling trust, the sponsor, the administrative agent and the collateral agent.

Exchange Note Transfer Agreement means that certain exchange note transfer agreement, to be entered into as of the cutoff date, among the depositor and the issuing entity.

Indenture means that certain indenture, to be entered into as of the cutoff date, among the issuing entity, the servicer and the indenture trustee.

Issuing Entity’s Trust Agreement means that certain amended and restated trust agreement, to be entered into as of the cutoff date, among the depositor and the owner trustee.

Lease Asset means a lease agreement and the related leased vehicle.

Lending Facility means the lending facility pursuant to which the sponsor advances funds to the titling trust so that the titling trust can acquire Lease Assets, as set forth in the Credit and Security Agreement.

Lessee Obligations means, with respect to any lease agreement or leased vehicle, due and unpaid fines, taxes, administrative obligations and any other similar obligation owed by the related lessee.

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Liquidated Lease means, for any calendar month, a lease agreement in which, as of the last day of the calendar month:

(1) the related leased vehicle was sold or otherwise disposed of by the servicer following the scheduled or early termination of such lease agreement;

(2) that became a Terminated Lease or a Matured Lease more than one-hundred eighty (180) days prior to the end of such calendar month and the related leased vehicle has not been sold or otherwise disposed of by the servicer as of the end of such calendar month; or

(3) with respect to which all insurance proceeds that the servicer expected to recover following a casualty or other loss with respect to the leased vehicle have been received.

Majority Noteholders means the holders of notes representing a majority of the principal amount of the most senior class of notes then Outstanding; provided, that neither holders of notes who are employees or affiliates of the Issuing Entity, the sponsor or General Motors Financial nor the notes held by such holders shall be counted when calculating such majority of the related principal amount. The Class A Notes are treated as a single class for voting purposes under the Transaction Documents.

Matured Lease means any lease agreement that has reached its Maturity Date.

Maturity Date means, with respect to any lease agreement, the date on which such lease agreement is scheduled to terminate as set forth in such lease agreement at its date of origination.

Maximum Residualizable MSRP means, with respect to any leased vehicle, the manufacturer’s suggested retail price of the typically equipped vehicle of the same make, model and model year and value adding options, giving only partial credit or no credit for those options that add little or no value to the resale price of the vehicle.

Monthly Payment means, with respect to any lease agreement, the amount of each level monthly payment payable to the related lessor in accordance with the terms thereof, net of any portion of such fixed monthly payment that represents an Administrative Charge, which amortizes the net capitalized cost of such lease agreement to the Contract Residual Value by the end of the lease.

Net Liquidation Proceeds means, for any Lease:

(1) any realized amounts due or to become due under any lease agreement, from the sale or other disposition of the related leased vehicle;

plus

(2) any related insurance proceeds;

plus

(3) other moneys received from the lessee that are allocable to principal and interest due under the lease, including any applied security deposit;

minus

(4) the servicer’s reasonable out-of-pocket costs, including repossession and resale expenses not already deducted from the proceeds, and any amounts required to be remitted to the lessee by law.

Noteholders’ Interest Carryover Amount means, for any class of notes and any determination date, all or any portion of the Noteholders’ Interest Distributable Amount for that class of notes for the immediately preceding payment date, that remains unpaid as of the determination date, plus, to the extent

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permitted by law, interest on the unpaid amount at the interest rate paid by the class of notes from the preceding payment date to but excluding the related payment date.

Noteholders’ Interest Distributable Amount means, for any payment date, the sum of the Noteholders’ Monthly Interest Distributable Amount for each class of notes for such payment date and the Noteholders’ Interest Carryover Amount, if any, for each class of notes, calculated as of such payment date.

Noteholders’ Monthly Interest Distributable Amount means, for any payment date and any class of notes, the interest accrued at the respective interest rate during the applicable interest period that shall accrue (1) on the principal amount of the notes of such class Outstanding as of the end of the prior payment date or, in the case of the first payment date, as of the closing date, and (2) on either an “actual/360” basis (with respect to the Class A-1 Notes [and the Class A-2-B Notes]) or, a “30/360” basis (with respect to all other notes).

Noteholders’ Principal Carryover Amount means, as of any determination date, all or any portion of the Noteholders’ Principal Distributable Amount from the preceding payment date which remains unpaid.

Noteholders’ Principal Distributable Amount means, for any payment date, the lesser of:

(1) the sum of the Principal Distributable Amount for the payment date plus the Noteholders’ Principal Carryover Amount, if any, as of the payment date; and

(2) the positive amount, if any, necessary to reduce the aggregate remaining principal amount of the notes outstanding on the payment date, after giving effect to distributions under clauses (1) through ([13]) under “Description of the Transaction Documents—Distributions—Payment Date Payments on the Notes” to the Required Pro Forma Note Balance.

Outstanding means, as of any date of determination, all notes that are authenticated and delivered under the Indenture except for (1) notes that have been canceled, (2) notes where the necessary amount of money in the necessary amount has been deposited with the indenture trustee in trust for the related noteholders, and (3) notes in exchange for which other notes have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the indenture trustee is presented that any such notes are held by a bona fide purchaser; provided, however, that in determining whether the noteholders have given any request, demand, authorization, direction, notice, consent or waiver under any Transaction Document, notes owned by the issuing entity, any other obligor upon the notes, the depositor or any affiliate of any of the foregoing entities shall be disregarded and deemed not to be Outstanding.

Outstanding Exchange Note means, all exchange notes issued under the sponsor’s lease facility, pursuant to the related Exchange Note Supplement, that have not reached their respective final scheduled payment date or have otherwise been accelerated due to the occurrence of an exchange note default.

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Principal Distributable Amount means, for any payment date, the amount, if any, equal to the difference of:

(1) the Aggregate Securitization Value at the close of business on the last day of the prior collection period,

minus

(2) the Aggregate Securitization Value at the close of business on the last day of the related collection period.

Pro Forma Note Balance means, for any payment date, a dollar amount equal to the aggregate remaining principal amount of the notes outstanding on the payment date, after giving effect to distributions under clauses (1) through [(19)] under “Description of the Transaction Documents—Distributions—Payment Date Payments on the Notes.”

Purchase Amount means, with respect to any Purchased Lease, the Securitization Value of such Purchased Lease as of the date of purchase.

Purchased Lease means a lease that is reallocated from the designated pool as of the close of business on the last day of a collection period by the servicer as a result of a breach of a representation or warranty, or as the result of a breach of a covenant or by the servicer.

Required Pro Forma Note Balance means, for any payment date, a dollar amount equal to the difference of (i) the Aggregate Securitization Value at the close of business on the last day of the related collection period minus (ii) [7.00]% of the initial Aggregate Securitization Value; provided, that, if the resulting value is less than $0, the “Required Pro Forma Note Balance” will be deemed to equal $0.

Reserve Account Required Amount means, with respect to any Payment Date, $             [if the aggregate initial principal amount of the notes is $            , or $             if the aggregate initial principal amount of the notes is $            ].

Reserve Account Withdrawal Amount means, with respect to any payment date, the lesser of (x) any shortfall in the amount of Available Funds available to pay the amounts specified in clauses (1) through (13) of “Description of the Transaction Documents—Distributions—Payment Date Payments on the Notes” (taking into account application of Available Funds in the priority of payments specified in “Description of the Transaction Documents—Distributions—Payment Date Payments on the Notes” and ignoring any provision thereof which otherwise limits the amounts described in such priorities to the amount of funds available), and (y) the amount on deposit in the reserve account on such payment date prior to application of amounts on deposit therein pursuant to the Indenture.

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Securitization Value means, on any date of determination, with respect to any lease agreement that is not a Defaulted Lease, a Liquidated Lease, a Terminated Lease or a Matured Lease, the sum of: (1) the present values, as of the last day of the immediately preceding collection period, of each remaining Monthly Payment due under such lease agreement as of such day, discounted from the last day of the collection period in which such Monthly Payment is due (or, in the case of a delinquent Monthly Payment, from the last day of the collection period in which the next Monthly Payment is due) to such day, at a rate equal to the Discount Rate applicable on such date of determination with respect to such lease agreement, in each case, computed on the basis of the assumption that each collection period is thirty (30) days, plus (2) the present value of the Base Residual Value with respect to such lease agreement, as of the last day of the immediately preceding collection period, discounted from the last day of the collection period in which the Maturity Date with respect to such lease agreement is scheduled to occur to such day, at a rate equal to the Discount Rate applicable on such date of determination with respect to such lease agreement, in each case, computed on the basis of the assumption that each collection period is thirty (30) days. The Securitization Value of a Defaulted Lease will be reduced to zero at the close of business on the last day of the collection period in which it becomes a Defaulted Lease; the Securitization Value of a Liquidated Lease will be reduced to zero at the close of business on the last day of the collection period in which it becomes a Liquidated Lease; the Securitization Value of a Terminated Lease will be the Base Residual Value from and after the time it becomes a Terminated Lease and prior to the time it becomes a Liquidated Lease; and the Securitization Value of a Matured Lease will be the Base Residual Value from and after the time it becomes a Matured Lease and prior to the time it becomes a Liquidated Lease.

Servicing Agreement means, collectively, the Base Servicing Agreement and the Servicing Supplement.

Servicing Supplement means that certain servicing supplement to the Base Servicing Agreement, to be entered into as of the cutoff date, among the titling trust, the servicer, the settlor, the collateral agent and the indenture trustee.

Terminated Lease means any lease agreement that was terminated by the related lessee prior to reaching the Maturity Date set forth in such lease agreement.

Total Available Funds means, for any payment date, the sum of (1) the Available Funds for such payment date, plus (2) the Reserve Account Withdrawl Amount for such payments date.

Transaction Documents means, collectively, the Administration Agreement, the Asset Representations Review Agreement, the Credit and Security Agreement, the Exchange Note Sale Agreement, the Exchange Note Supplement, the Exchange Note Transfer Agreement, the Issuing Entity’s Trust Agreement, the Indenture and the Servicing Agreement.

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Annex A

Static Pool Information

TABLE OF CONTENTS FOR ANNEX A

Introduction and Footnotes to Tables in Annex A

Static Pool Information — Prior Securitized Pools

GM Financial Automobile Leasing Trust 20    -    

A-1

Introduction

This Annex A includes static pool information for the designated pools of Lease Assets securitized by the sponsor in connection with publicly offered transactions. The Annex includes activity through             , 20    . The residual performance and cumulative loss information in this Annex A is for leases that have terminated, and prior periods may adjust as deficiency balances may be paid in subsequent periods.

The definitions of certain terms used in this Annex A are listed below. The definitions of other terms used in this Annex A are listed in the “Glossary” in this prospectus.

ALG Residual Value means, with respect to any lease agreement, the lesser of (1) the residual value of the total manufacturer’s suggested retail price of the related leased vehicle (including all options authorized by the servicer in connection with the origination of the related lease agreement, without making a distinction between value-adding options that add little or no value to the resale price of the related leased vehicle) on the related Maturity Date as determined in accordance with the then-current Automotive Lease Guide upon origination of the related lease agreement (or, if no such residual value was available upon origination, at the earliest time thereafter that such a residual value is obtained from Automotive Lease Guide by the servicer) and (2) the residual value of the Maximum Residualizable MSRP of the related leased vehicle on the related Maturity Date as determined in accordance with the then-current Automotive Lease Guide upon origination of the related lease (or, if no such residual value was available upon origination, at the earliest time thereafter that such a residual value is obtained from Automotive Lease Guide by the servicer).

Base Residual Value means, with respect to any lease, the least of (1) the Contract Residual Value, (2) the residual value of the total manufacturer’s suggested retail price of the related leased vehicle (including all options authorized by the servicer in connection with the origination of the related lease agreement, without making a distinction between value-adding options that add little or no value to the resale price of the related leased vehicle) on the related Maturity Date as determined in accordance with the then-current Automotive Lease Guide upon origination of the related lease agreement, (3) the residual value of the total manufacturer’s suggested retail price of the related leased vehicle (including all options authorized by the servicer in connection with the origination of the related lease agreement, without making a distinction between value-adding options that add little or no value to the resale price of the related leased vehicle) on the related Maturity Date calculated utilizing as a “mark-to-market” value a residual value estimate as determined in accordance with the Automotive Lease Guide current as of the ALG mark-to-market date specified in the related “Designated Pool Characteristics” table below, (4) the residual value of the Maximum Residualizable MSRP of the related leased vehicle on the related Maturity Date as determined in accordance with the then-current Automotive Lease Guide upon origination of the related lease agreement, and (5) the residual value of the Maximum Residualizable MSRP of the related leased vehicle on the related Maturity Date calculated utilizing as a “mark-to-market” value a residual value estimate as determined in accordance with the Automotive Lease Guide current as of the ALG mark-to-market date specified in the related “Designated Pool Characteristics” table below.

Lease Assets Outstanding means, the aggregate lease balance of all active Lease Assets as of the end of the stated period.

Net Capitalized Cost means, with respect to any lease agreement and the related leased vehicle, the amount agreed to by the lessee at the time of origination of such lease Agreement as the value of the leased vehicle plus any other amounts that are capitalized and amortized over the term of such lease agreement, including acquisition fees, taxes, insurance, service agreements and any outstanding balance from a prior motor vehicle loan contract or lease agreement.

Net Credit Loss means, the aggregate lease balances of all Lease Assets which have been deemed uncollectible, written off or repossessed and sold by GMF during the period, net of recoveries.

A-2

Residual Loss means, (1) for each leased vehicle returned and sold equals (a) the ALG Residual Value of the leased vehicle, less (b) the sum of (i) net auction proceeds from the sale of the leased vehicle, plus (ii) any customer payments after disposition; including excess wear and tear, excess mileage, and any deficiency payments, and (2) for each leased vehicle retained pursuant to a lease agreement equals (a) the ALG Residual Value of the leased vehicle, less (b) the Contract Residual Value of the leased vehicle.

A-3

Footnotes

(1) Weighted averages are weighted by the Net Capitalized Cost of each Lease as of the date of origination.

(2) Excludes all Lease Assets that have been repossessed, written off or terminated.

(3) Excludes Lease Assets terminated by repossession and write-off, but includes Lease Assets returned due to early termination.

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

(5) A FICO^® Auto Score provided by credit reporting agencies. Credit bureau scores are unavailable for some accounts and those accounts are not included in the weighted average calculation.

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

(7) Determined based on the billing address of the lessee as of the designated pool cutoff date.

(8) As of the end of the reporting period.

(9) The “prepayment speed” for any month equals (A) the monthly mortality, divided by (B) the sum of (1) 1, plus (2) the product of (i) the monthly mortality, multiplied by (ii) the seasoning, in each case, for the month.

The “survival factor” for any month equals (A) the actual total Securitization Value of the designated pool, divided by (B) the scheduled total Securitization Value of the designated pool, in each case, at the end of the current month.

The “monthly mortality” equals (A) the prior calendar month’s survival factor, minus (B) the current month’s survival factor.

“Seasoning” for the first month equals (A) the weighted average original term of the designated pool, minus (B) the weighted average remaining term of the designated pool, in each case, as of the cutoff date. Seasoning for each subsequent month equals the seasoning for the prior month plus 1.

The “scheduled total Securitization Value of the designated pool” equals the total Securitization Value of the designated pool assuming (A) each base monthly payment is made as scheduled with no prepayments, delays or defaults, and (B) each leased vehicle is returned and sold for an amount equal to its Base Residual Value.

(10) Determined based on the prior period balance.

(11) Number of scheduled terminations is leases scheduled to terminate during the month assuming each base monthly rent is made as scheduled with no prepayments, delays, defaults and each lease terminates in the month after the month in which the final lease payment is due.

(12) Return rate is calculated by taking (A) the number of vehicles returned and sold, divided by (B) the number of scheduled terminations.

(13) Number of Vehicles Retained subject to change due to standard servicing practices.

A-4

Static Pool Information — Prior Securitized Pools

GM Financial Automobile Leasing Trust 20    -    

20    -     Designated Pool Characteristics

as of the             , 20     cutoff date

	Average			Minimum			Maximum			Total
Number of Lease Agreements Originated											[_____]
Securitization Value	$	[_____]		$	[_____]		$	[_____]		$	[_____]
Contract Residual Value (Booked Residual)		[_____]			[_____]			[_____]			[_____]
Base Residual Value		[_____]			[_____]			[_____]			[_____]
Discounted Base Residual Value as a Percentage of Securitization Value											[__]%
Original Term Months)		[_____	]		[_____	]		[_____	]
Weighted Average Credit Bureau Score(4)(5)											[_____]
Discount Rate											[__]%
ALG Mark-to-Market Date											20

Distribution of the Lease Assets by Original Term

Original Term	Aggregate Securitization Value			Percentage of         Aggregate Securitization Value(6)	Initial     Number of Leases	Percentage of   Number of  Leases(6)
13 - 24	$	[_____	]	[__]%	[_____]	[__]%
25 - 36		[_____	]	[__]%	[_____]	[__]%
37 - 39		[_____	]	[__]%	[_____]	[__]%
40 - 48		[_____	]	[__]%	[_____]	[__]%
Total	$	[_____	]	100%	[_____]	100%

Distribution of the Lease Assets by Vehicle Make

Vehicle Make		Aggregate Securitization Value	Percentage of         Aggregate Securitization Value(6)	Initial     Number of Leases	Percentage of   Number of Leases(6)
[_____]	$	[_____]	[__]%	[_____]	[__]%
[_____]		[_____]	[__]%	[_____]	[__]%
[_____]		[_____]	[__]%	[_____]	[__]%
[_____]		[_____]	[__]%	[_____]	[__]%
Total	$	[_____]	100%	[_____]	100%

A-5

Distribution of the Lease Assets by Vehicle Model (Top 5)

Vehicle Model	Aggregate  Securitization Value			Percentage of         Aggregate Securitization Value(6)	Initial   Number of Leases	Percentage of  Number of Leases(6)
[_____]	$	[_____	]	[__]%	[_____]	[__]%
[_____]		[_____	]	[__]%	[_____]	[__]%
[_____]		[_____	]	[__]%	[_____]	[__]%
[_____]		[_____	]	[__]%	[_____]	[__]%
[_____]		[_____	]	[__]%	[_____]	[__]%
Other		[_____	]	[__]%	[_____]	[__]%
Total	$	[_____	]	100%	[_____]	100%

Distribution of the Lease Assets by Vehicle Type

Vehicle Type	Aggregate  Securitization Value			Percentage of         Aggregate Securitization Value(6)	Initial   Number of Leases	Percentage of  Number of Leases(6)
[_____]	$	[_____	]	[__]%	[_____]	[__]%
[_____]		[_____	]	[__]%	[_____]	[__]%
[_____]		[_____	]	[__]%	[_____]	[__]%
[_____]		[_____	]	[__]%	[_____]	[__]%
Total	$	[_____	]	100%	[_____]	100%

Distribution of the Lease Assets by Geographic Location of Lessee (Top 5)

State(7)	Aggregate  Securitization Value			Percentage of         Aggregate Securitization Value(6)	Initial   Number of Leases	Percentage of  Number of Leases(6)
[_____]	$	[_____	]	[__]%	[_____]	[__]%
[_____]		[_____	]	[__]%	[_____]	[__]%
[_____]		[_____	]	[__]%	[_____]	[__]%
[_____]		[_____	]	[__]%	[_____]	[__]%
[_____]		[_____	]	[__]%	[_____]	[__]%
Other		[_____	]	[__]%	[_____]	[__]%
Total	$	[_____	]	100%	[_____]	100%

A-6

Balances, Prepayments and Delinquencies

31-60 Days Delinquent

61-90 Days Delinquent

91+ Days Delinquent

Period

Month

Aggregate   Securitization   Value(8)

Aggregate Base   Residual Value(8)

Prepayment   Speed(9)

Dollars(2)

% of Aggregate  Securitization  Value(10)

Dollars(2)

% of Aggregate   Securitization   Value(10)

Dollars(2)

% of Aggregate     Securitization     Value(10)

[__]

[_____]

$

[_____]

$

[_____]

[__]%

$

[____]

[__]%

$

[____]

[__]%

$

[____]

[__]%

[__]

[_____]

[_____]

[_____]

[__]%

[____]

[__]%

[____]

[__]%

[____]

[__]%

[__]

[_____]

[_____]

[_____]

[__]%

[____]

[__]%

[____]

[__]%

[____]

[__]%

[__]

[_____]

[_____]

[_____]

[__]%

[____]

[__]%

[____]

[__]%

[____]

[__]%

Terminations
Period	Month	Number of Scheduled   Terminations(11)	Number of     Defaults	Number of Vehicles       Returned and       Sold(3)	Number of     Vehicles Retained	Number of Vehicles   Redesignated	Returned     Rate(12)
[_____]	[_____]	[_____]	[_____]	[_____]	[_____]	[_____]	[__]%
[_____]	[_____]	[_____]	[_____]	[_____]	[_____]	[_____]	[__]%
[_____]	[_____]	[_____]	[_____]	[_____]	[_____]	[_____]	[__]%

Losses

Net Credit Losses

Aggregate   Base Residual   Value(8)

Net Residual Loss (Gain)

Period

Month

Aggregate     Securitization     Value(8)

Defaulted     Leases

Cumulative

Vehicles Returned     and  Sold(3)

Vehicles     Retained

Total

Cumulative

[__]

[_____]

$    [_____]

$    [_____]

$    [_____]

$    [_____]

$    [_____]

$    [_____]

$    [_____]

$    [_____]

[__]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[__]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

A-7

Cumulative Net Credit Loss ^(1)(2)(3)

The graphs below depict cumulative Net Credit Loss for each month after closing for each of the sponsor’s securitizations related to its GMALT platform.

The calculation of Net Credit Loss is described on page A-[    ] of Annex A.

[insert graphs]

⁽¹⁾ Annual graph stops at month 36 due to decreasing lease asset outstanding balance.

⁽²⁾ January-March 2018 data points reflect the impact to certain credit metrics of a servicing system conversion for GM Financial’s retail loan and lease portfolios that occurred in early 2018.

⁽³⁾ Net Credit (Gain) due to receiving sales proceeds in excess of the securitization value for defaulted leases.

A-8

    61+ Day Delinquency⁽¹⁾⁽²⁾

The graphs below depict 61+ day delinquency for each month after closing for each of the sponsor’s securitizations related to its GMALT platform.

The definition of Delinquent Lease can be found in the Glossary.

[insert graphs]

⁽¹⁾ Annual graph stops at month 36 due to decreasing lease asset outstanding balance.

⁽²⁾ January-March 2018 data points reflect the impact to certain credit metrics of a servicing system conversion for GM Financial’s retail loan and lease portfolios that occurred in early 2018.

A-9

Residual Loss (Gain) ⁽¹⁾⁽²⁾

The graphs below depict Residual Loss (Gain) for each month after closing for each of the sponsor’s securitizations related to its GMALT platform.

The calculation of Residual Loss (Gain) is described on page A-[    ] of Annex A.

[insert graphs]

⁽¹⁾ Annual graph stops at month 36 due to decreasing lease asset outstanding balance.

⁽²⁾ January-March 2018 data points reflect the impact to certain credit metrics of a servicing system conversion for GM Financial’s retail loan and lease portfolios that occurred in early 2018.

A-10

Prepayment (ABS) Speeds⁽¹⁾

The graph below depicts Prepayment (ABS) Speeds for each month after closing for each of the sponsor’s securitizations related to its GMALT platform.

The calculation of Prepayment (ABS) Speeds is described on page A-[    ] of Annex A.

[insert graphs]

⁽¹⁾ January-March 2018 data points reflect the impact to certain credit metrics of a servicing system conversion for GM Financial’s retail loan and lease portfolios that occurred in early 2018.

A-11

Annex B

Clearance, Settlement and Tax Documentation Procedures

NOTICE TO INVESTORS:

THIS ANNEX B IS AN INTEGRAL PART OF

THE PROSPECTUS TO WHICH IT IS ATTACHED.

Except in limited circumstances, the notes will be available only in book-entry form. Investors in the notes may hold the notes through any of DTC, Clearstream or Euroclear. The notes will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors through Clearstream and Euroclear will be conducted in the ordinary way in accordance with the normal rules and operating procedures of Clearstream and Euroclear and in accordance with conventional eurobond practice, which is seven (7) calendar day settlement.

Secondary market trading between investors through DTC will be conducted according to DTC’s rules and procedures applicable to U.S. corporate debt obligations.

Secondary cross-market trading between Clearstream or Euroclear and DTC participants holding notes will be effected on a delivery-against-payment basis through the respective Depositaries of Clearstream and Euroclear and as DTC participants.

Non-U.S. holders of global notes will be subject to U.S. withholding taxes unless the holders meet a number of requirements and deliver appropriate U.S. tax documents to the notes clearing organizations or their participants.

Initial Settlement

All notes will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the notes will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. As a result, Clearstream and Euroclear will hold positions on behalf of their participants through their relevant depository which in turn will hold these positions in their accounts as DTC participants.

Investors electing to hold their notes through DTC will follow DTC settlement practices. Investor notes custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their notes through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary security and no lock-up or restricted period. Notes will be credited to the notes custody accounts on the settlement date against payment in same-day funds.

Secondary Market Trading

Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

B-1

Trading between DTC Participants

Secondary market trading between DTC participants will be settled using the procedures applicable to asset-back notes issues in same-day funds.

Trading between Clearstream or Euroclear Participants

Secondary market trading between Clearstream participants or Euroclear participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Trading between DTC, Seller and Clearstream or Euroclear Participants

When notes are to be transferred from the account of a DTC participant to the account of a Clearstream participant or a Euroclear participant, the purchaser will send instructions to Clearstream or Euroclear through a Clearstream participant or Euroclear participant at least one (1) business day prior to settlement. Clearstream or Euroclear will instruct the relevant depository, as the case may be, to receive the notes against payment. Payment will include interest accrued on the notes from and including the last coupon payment date to and excluding the settlement date, on the basis of the actual number of days in the accrual period and a year assumed to consist of 360 days. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first (1^st) day of the following month. Payment will then be made by the relevant depository to the DTC participant’s account against delivery of the notes. After settlement has been completed, the notes will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream participant’s or Euroclear participant’s account. The notes credit will appear the next day, European time and the cash debt will be back-valued to, and the interest on the global notes will accrue from, the value date, which would be the preceding day when settlement occurred in New York. If settlement is not completed on the intended value date and the trade fails, the Clearstream or Euroclear cash debt will be valued instead as of the actual settlement date.

Clearstream participants and Euroclear participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or Euroclear until the notes are credited to their account one (1) day later.

As an alternative, if Clearstream or Euroclear has extended a line of credit to them, Clearstream participants or Euroclear participants can elect not to preposition funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream participants or Euroclear participants purchasing notes would incur overdraft charges for one (1) day, assuming they cleared the overdraft when the notes were credited to their accounts. However, interest on the notes would accrue from the value date. Therefore, in many cases the investment income on the global notes earned during that one (1) day period may substantially reduce or offset the amount of the overdraft charges, although the result will depend on each Clearstream participant’s or Euroclear participant’s particular cost of funds.

Since the settlement is taking place during New York business hours, DTC participants can employ their usual procedures for crediting global notes to the respective European depository for the benefit of Clearstream participants or Euroclear participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC participants a cross-market transaction will settle no differently than a trade between two DTC participants.

B-2

Trading between Clearstream or Euroclear Seller and DTC Purchaser

Due to time zone differences in their favor, Clearstream participants and Euroclear participants may employ their customary procedures for transactions in which notes are to be transferred by the respective clearing system, through the respective depository, to a DTC participant. The seller will send instructions to Clearstream or Euroclear through a Clearstream participant or Euroclear participant at least one (1) business day prior to settlement. In these cases Clearstream or Euroclear will instruct the respective depository, as appropriate, to credit the notes to the DTC participant’s account against payment. Payment will include interest accrued on the notes from and including the last interest payment to and excluding the settlement date on the basis of a 360-day year and the actual number of days elapsed in the accrual period (with respect to the Class A-1 Notes) and on the basis of a 360-day year consisting of twelve 30-day months (with respect to all other notes). For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. The payment will then be reflected in the account of Clearstream participant or Euroclear participant the following day, and receipt of the cash proceeds in the Clearstream participant’s or Euroclear participant’s account would be back-valued to the value date, which would be the preceding day, when settlement occurred in New York. In the event that the Clearstream participant or Euroclear participant has a line of credit with its respective clearing system and elects to be in debt in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft incurred over that one-day period. If settlement is not completed on the intended value date and the trade fails, receipt of the cash proceeds in the Clearstream participant’s or Euroclear participant’s account would instead be valued as of the actual settlement date.

Finally, day traders that use Clearstream or Euroclear and that purchase global notes from DTC participants for delivery to Clearstream participants or Euroclear participants may wish to note that these trades would automatically fail on the sale side unless affirmative action is taken. At least three techniques should be readily available to eliminate this potential problem:

· borrowing through Clearstream or Euroclear for one (1) day, until the purchase side of the trade is reflected in their Clearstream or Euroclear accounts in accordance with the clearing system’s customary procedures;

· borrowing the notes in the United States from a DTC participant no later than one (1) day prior to settlement, which would give the notes sufficient time to be reflected in their Clearstream or Euroclear account in order to settle the sale side of the trade; or

· staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one (1) day prior to the value date for the sale to the Clearstream participant or Euroclear participant.

Certain U.S. Federal Income Tax Documentation Requirements

A beneficial owner of notes holding such notes through Clearstream, Euroclear, or DTC if the holder has an address outside the United States, will be subject to the 30% U.S. federal withholding tax that generally applies to payments of interest, including OID, on registered debt issued by U.S. Persons, unless:

B-3

(1) each clearing system, bank or other financial institution that holds customers’ notes in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements; and

(2) such beneficial owner certifies as to an exemption or reduced tax rate, which may be done using one of the forms described below.

This summary does not deal with all aspects of U.S. federal income tax withholding that may be relevant to foreign holders of the notes, including U.S. federal withholding tax under FATCA, as well as the application of the withholding tax regulations. You are encouraged to consult your own tax advisors for specific advice regarding the holding and disposing of the notes. For further discussion of U.S. federal withholding tax under FATCA, see “Tax Considerations—Payments to Foreign Financial Institutions and Certain Other Non-U.S. Entities” in this prospectus.

Exemption for Non-U.S. Persons –IRS Form W-8BEN or IRS Form W-8BEN-E

Beneficial owners of notes that are Non-U.S. Persons, as defined below, generally can obtain a complete exemption from the U.S. federal income withholding tax by providing a duly executed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) or IRS Form W-8BEN-E, Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities), as applicable. Generally, an IRS Form W-8BEN or IRS Form W-8BEN-E is valid for the period starting on the date the form is signed and ending on the last day of the third succeeding calendar year. If the information shown on IRS Form W-8BEN or IRS Form W-8BEN-E changes, a new IRS Form W-8BEN or IRS Form W-8BEN-E must be provided within 30 days of the change. In certain cases, an IRS Form W-8BEN or W-8BEN-E may remain effective indefinitely.

Exemption for Non-U.S. Persons with effectively connected income – IRS Form W-8ECI

A Non-U.S. Person may claim an exemption from U.S. federal withholding on income effectively connected with the conduct of a trade or business in the United States by providing a duly executed IRS Form W-8ECI, Certificate of Foreign Person’s Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States. The IRS Form W-8ECI is valid for the period starting on the date the form is signed and ending on the last day of the third succeeding calendar year. If the information shown on IRS Form W-8ECI changes, a new IRS Form W-8ECI must be provided within 30 days of the change.

Exemption or reduced rate for Non-U.S. Persons resident in treaty countries – IRS Form W-8BEN or IRS Form W-8BEN-E

A Non-U.S. Person may claim treaty benefits by providing a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. Generally, an IRS Form W-8BEN or IRS Form W-8BEN-E is valid for the period starting on the date the form is signed and ending on the last day of the third succeeding calendar year. If the information shown on IRS Form W-8BEN or IRS Form W-8BEN-E changes, a new IRS Form W-8BEN or IRS Form W-8BEN-E must be provided within 30 days of the change. In certain cases, an IRS Form W-8BEN or W-8BEN-E may remain effective indefinitely.

B-4

Exemption for U.S. Persons – IRS Form W-9

U.S. Persons may obtain a complete exemption from withholding tax by filing a duly executed IRS Form W-9, Request for Taxpayer Identification Number and Certification, supplying such U.S. Person’s federal taxpayer identification number and certain other information.

For purposes of this discussion, a U.S. Person is:

(1) a citizen or resident of the United States;

(2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States or any political subdivision thereof;

(3) an estate that is subject to U.S. federal income tax regardless of the source of its income; or

(4) a trust if a court within the United States can exercise primary supervision over its administration and at least one United States person has the authority to control all substantial decisions of the trust.

A Non-U.S. Person is any person other than a U.S. Person or other than a partnership (including any entity treated as a partnership for U.S. federal income tax purposes).

B-5

Dealer Prospectus Delivery Obligation

Until 90 days after the date of this prospectus dealers that effect transactions in these securities, whether or not participating in the offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and for their unsold allotments or subscriptions.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 12. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses in connection with the offering described in this registration statement.

Securities and Exchange Commission Registration Fee	$ *
Rating agency fees	$ **
Printing	$ **
Legal fees and expenses	$ **
Accountants’ fees	$ **
Fees and expenses of Indenture Trustee	$ **
Fees and expenses of Owner Trustee	$ **
Fees and expenses of Asset Representations Reviewer	$ **
Miscellaneous expenses	$ **
Total	$ **

* Omitted because the registration fee is being deferred pursuant to Rules 456(c) and 457(s).

** These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.

ITEM 13. Indemnification of Directors and Officers.

Indemnification. Under the laws which govern the organization of the registrants, the registrants have the power and in some instances may be required to provide an agent, including an officer or director, who was or is a party or is threatened to be made a party to certain proceedings, with indemnification against certain expenses, judgments, fines, settlements and other amounts under certain circumstances.

Section 6.2 of the Limited Liability Company Agreement of GMF Leasing LLC provides that all officers, employees, agents and legal representatives of the limited liability company shall be indemnified by GMF Leasing LLC from and against all expenses, claims, damages, liabilities and losses or other matters arising out of their status as an officer, employee, agent or legal representative for their acts, omissions or services rendered in such capacities.

Section 5.5 of the Amended and Restated Trust Agreement of ACAR Leasing Ltd. provides that all officers, directors, successors, assigns, legal representatives, agents, affiliates and servants of the trustees shall be indemnified by GM Financial from and against all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements or other matters arising out of their status as an officer, director, successor, assign, legal representative, agent, affiliate or servant for their acts, omissions or services rendered in such capacities.

The form of the Underwriting Agreement, filed as Exhibit 1.1 to this Registration Statement, provides that GM Financial and GMF Leasing LLC will severally and jointly indemnify and reimburse the underwriter(s) and each controlling person of the underwriter(s) with respect to certain expenses and liabilities, including liabilities under the 1933 Act or other federal or state regulations or under the common law, which arise out of or are based on certain material

misstatements or omissions in the Registration Statement. In addition, the Underwriting Agreement provides that the underwriter(s) will similarly indemnify and reimburse GM Financial and each controlling person of GM Financial and GMF Leasing LLC with respect to certain material misstatements or omissions in the Registration Statement which are based on certain written information furnished by the underwriter(s) for use in connection with the preparation of the Registration Statement.

Insurance. As permitted under the laws which govern the organization of GMF Leasing LLC, GMF Leasing LLC’s Limited Liability Company Agreement permits its board of managers to purchase and maintain insurance on behalf of the registrant’s agents, including its officers and managers, against any liability asserted against them in such capacity or arising out of such agents’ status as such, whether or not the registrant would have the power to indemnify them against such liability under applicable law.

II-2

ITEM 14. Exhibits.

Exhibits		Description
	1.1	Form of Underwriting Agreement.*
	3.1	Certificate of Formation of GMF Leasing LLC.*
	3.2	Limited Liability Company Agreement of GMF Leasing LLC.*
	3.3	Certificate of Trust of ACAR Leasing Ltd.*
	3.4	Amended and Restated Trust Agreement of ACAR Leasing Ltd.*
	4.2	Form of Indenture (including forms of Notes).*
	4.3	Form of Trust Agreement.*
	4.4	Form of Amended and Restated Trust Agreement.*
	4.5	Second Amended and Restated Credit and Security Agreement.*
	4.6	Form of Exchange Note Supplement.*
	5.1	Opinion of Katten Muchin Rosenman LLP with respect to legality.*
	8.1	Opinion of Katten Muchin Rosenman LLP with respect to federal income tax matters.*
	10.1	Form of Exchange Note Sale Agreement.*
	10.2	Form of Exchange Note Transfer Agreement.*
	10.3	Third Amended and Restated Servicing Agreement.*
	10.4	Form of Servicing Supplement.*
	10.5	Form of Asset Representations Review Agreement.*
	23.1	Consent of Katten Muchin Rosenman LLP (included as part of Exhibit 5.1).*
	23.2	Consent of Katten Muchin Rosenman LLP (included as part of Exhibit 8.1).*
	24.1	Powers of Attorney (included in signature page to this registration statement).
	36.1	Form of Depositor certification for shelf offerings of asset-backed securities.*
	99.1	Form of Administration Agreement.*
	102.1	Asset data file.**
	103.1	Asset related documents.**

* Filed with this Form SF-3.

** To be incorporated by reference from the Form ABS-EE for each offering on file at the time of the Rule 424(h) or Rule 424(b) filing, as applicable, for such offering.

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ITEM 15. Undertakings.

(a)      Each undersigned registrant hereby undertakes:

(1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)        To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)       To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)      To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that:

(A) [Not applicable].

(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 (§ 239.13), Form SF-3 (§ 239.45) or Form F-3 (§ 239.33) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424(b)) that is part of the registration statement.

(C) Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S–1 (§ 239.11), Form SF-1 (§ 239.13) or Form SF-3 (§ 239.45) or Form S–3 (§ 239.13), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§ 229.1100(c)).

(2)     That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)     [Not applicable].

(5)     That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)      [Not applicable].

(ii)     [Not applicable].

(iii)    If the registrant is relying on § 230.430D:

(A)      Each prospectus filed by the registrant pursuant to §§ 230.424(b)(3) and (h) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)      Each prospectus required to be filed pursuant to § 230.424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on § 230.430D relating to an offering made pursuant to § 230.415(a)(1)(vii) or (a)(1)(xii) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 (15 U.S.C. 77j(a)) shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in § 230.430D, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(6)     That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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(i)      Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424);

(ii)     Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)    The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)     Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(7)     If the registrant is relying on § 230.430D, with respect to any offering of securities registered on Form SF–3 (§ 239.45), to file the information previously omitted from the prospectus filed as part of an effective registration statement in accordance with § 230.424(h) and § 230.430D.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) [Not applicable].

(d) [Not applicable].

(e) [Not applicable].

(f) [Not applicable].

(g) [Not applicable].

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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(i) The undersigned registrant hereby undertakes that:

(1)     For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)     For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(j) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

(k) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrants, GMF Leasing LLC and ACAR Leasing Ltd., certify that they each have reasonable grounds to believe that they meet all of the requirements for filing on Form SF-3, and each has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on December 21, 2021.

GMF LEASING LLC	ACAR LEASING LTD.
By: /s/ Sheli Fitzgerald                 Name: Sheli Fitzgerald Title:   Chief Executive Officer and President	By: APGO Trust, as sole certificateholder By: AmeriCredit Financial Services, Inc.        d/b/a GM Financial, as attorney-in-fact
	By: /s/ Daniel E. Berce
	Name: Daniel E. Berce
	Title:   President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints, with respect to GMF Leasing LLC and AmeriCredit Financial Services, Inc. d/b/a GM Financial, Sheli Fitzgerald, Connie Coffey and Frank E. Brown III, or each of them individually, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for and in such person’s name, place and stead, in the capacities indicated below, to sign this registration statement on Form SF-3 of GMF Leasing LLC and ACAR Leasing Ltd., as applicable, and any and all amendments (including post-effective amendments) thereto, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might, or could, do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

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GMF Leasing LLC and AmeriCredit Financial Services Inc. d/b/a GM Financial

Signature	Title	Date
/s/ Daniel E. Berce Daniel E. Berce	Director, President and Chief Executive Officer of AmeriCredit Financial Services, Inc. d/b/a GM Financial and Manager of GMF Leasing, LLC	December 21, 2021
/s/ Susan B. Sheffield Susan B. Sheffield	Director, Executive Vice President and Chief Financial Officer of AmeriCredit Financial Services, Inc. d/b/a GM Financial and Manager, Executive Vice President and Chief Financial Officer of GMF Leasing, LLC	December 21, 2021
/s/ Sheli Fitzgerald Sheli Fitzgerald	Chief Executive Officer and President of GMF Leasing, LLC	December 21, 2021
/s/ Kyle R. Birch Kyle R. Birch	Director, President, North America of AmeriCredit Financial Services, Inc. d/b/a GM Financial	December 21, 2021
/s/ Connie Coffey Connie Coffey	Executive Vice President, Corporate Controller and Chief Accounting Officer of GMF Leasing LLC and AmeriCredit Financial Services, Inc. d/b/a GM Financial	December 21, 2021
/s/ Richard A. Gokenbach, Jr. Richard A. Gokenbach, Jr.	Manager, Executive Vice President and Treasurer of GMF Leasing LLC	December 21, 2021
/s/ Kevin J. Corrigan Kevin J. Corrigan	Independent Manager of GMF Leasing LLC	December 21, 2021

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EX-1.1

EXHIBIT 1.1

GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -    

UNDERWRITING AGREEMENT

As [Joint Bookrunners and] Representatives

  of the several Underwriters

            , 20    

Ladies and Gentlemen:

GMF Leasing LLC, a Delaware limited liability company (the “Depositor”), proposes to sell to the underwriters named in Schedule 1 hereto (the “Underwriters”), pursuant to the terms of this Underwriting Agreement (this “Agreement”) the Asset-Backed Notes issued by GM Financial Automobile Leasing Trust 20    -     (the “Trust”) of the class, and in the principal amount set forth in Schedule 1 hereto (the “Notes”), which are debt obligations of the Trust. The assets of the Trust will consist primarily of an exchange note (the “Exchange Note”) backed by a designated pool of car, light truck and utility vehicle leases and the corresponding leased vehicles (the “Lease Assets”) and certain monies due thereunder after             , 20     (the “[Initial] Cutoff Date”). The Lease Assets were purchased from dealers [or originated directly] by ACAR Leasing Ltd. (the “Titling Trust”), an affiliate of the Depositor and AmeriCredit Financial Services, Inc. d/b/a GM Financial, a corporation organized and existing under the laws of Delaware (in such capacity, the “Sponsor”).

The Notes are to be issued pursuant to an Indenture, to be dated as of             , 20     (the “Indenture”), among the Trust, as issuer, the Sponsor, as servicer (in such capacity, the “Servicer”), and [Indenture Trustee], a                 , as indenture trustee (in such capacity, the “Indenture Trustee”). In addition to the Notes, the Trust will also issue an Asset-Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate” and, together with the Notes, the “Securities”) pursuant to a trust agreement, dated as of             , 20    , as amended and restated as of             , 20    , (the “Trust Agreement”), between the Depositor and                 , a                  trust company, as owner trustee (the “Owner Trustee”).

[The Trust will enter into an interest rate swap agreement with [Swap Provider] (the “Swap Provider”) on the Closing Date to hedge the floating interest rate on the Class A-2-B Notes (the “Swap Agreement”).]

As used herein, the term “Sponsor Agreements” means (i) the Indenture, (ii) the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (the “Credit

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and Security Agreement”), among the Titling Trust, as borrower, the Sponsor, as lender (in such capacity, the “Lender”) and as Servicer, and [Administrative Agent], as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), (iii) the Third Amended and Restated Servicing Agreement, dated as of January 24, 2018 (the “Basic Servicing Agreement”), among the Titling Trust, the Servicer, APGO Trust, as settlor (the “Settlor”), and the Collateral Agent, (iv) the 20    -     Exchange Note Supplement, to be dated as of             , 20     (the “Exchange Note Supplement”), among the Borrower, the Lender, the Servicer, the Administrative Agent and the Collateral Agent, (v) the 20    -     Servicing Supplement, to be dated as of             , 20     (the “Servicing Supplement” and, together with the Basic Servicing Agreement, the “Servicing Agreement”), among the Titling Trust, the Servicer, the Settlor, the Collateral Agent and the Indenture Trustee, (vi) the 20    -     Exchange Note Sale Agreement, to be dated as of             , 20     (the “Exchange Note Sale Agreement”), between the Lender and the Depositor, (vii) the Administration Agreement, to be dated as of            , 20     (the “Administration Agreement”), among the Depositor, the Sponsor, as administrator, and the Indenture Trustee, (viii) the Asset Representations Review Agreement, to be dated as of             , 20     (the “Asset Representations Review Agreement”), among the Trust, the Servicer and                 , as asset representations reviewer (the “Asset Representations Reviewer”), and (ix) this Agreement; the term “Depositor Agreements” means (i) the Trust Agreement, (ii) the Exchange Note Sale Agreement, (iii) the 20    -     Exchange Note Transfer Agreement, to be dated as of             , 20     (the “Exchange Note Transfer Agreement”), between the Depositor, as transferor, and the Trust, as transferee, (iv) the Administration Agreement and (v) this Agreement. The Sponsor Agreements, together with the Depositor Agreements, are herein referred to as the “Agreements”.

The Notes are being purchased by the Underwriters, and the Underwriters are purchasing severally, and not jointly, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 9 of this Agreement.                 ,                 ,                  and                 , are acting as representatives of the Underwriters and, in such capacity, are hereinafter referred to as the “Representatives.” [It is anticipated that a class of notes denominated as the Class      Notes will also be issued pursuant to the Indenture but [will be privately placed primarily with institutional investors]/[will initially be retained by the Depositor or an affiliate of the Depositor].]

In exchange for valuable consideration received by the Sponsor and the Depositor from the Underwriters, the receipt and sufficiency of which both parties hereby acknowledge, the Underwriters, the Sponsor and the Depositor hereby agree to the terms of this Agreement as follows:

Section 1.        Representations and Warranties. The Sponsor and the Depositor (together, the “Companies” and, collectively with the Titling Trust and APGO Trust, the “GMF Companies”) represent, warrant and agree with the Underwriters that, as of the date and time that this Agreement is executed and delivered by the parties hereto, as of the Applicable Time and as of the Closing Date (each as defined below):

(i)        The Depositor (the “Registrant”) has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (Registration No. 333-                ) on Form SF-3, including a form of prospectus, for the registration under the Securities Act of 1933,

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as amended (the “Securities Act”), of the offering and sale of the Notes. The Registrant may have filed one or more amendments thereto, each of which amendments has previously been furnished to you. The Registrant has filed the Time of Sale Information (as hereinafter defined) with the Commission. Promptly after execution and delivery of this Agreement, the Registrant will prepare and file with the Commission a final prospectus relating to the Notes in accordance with the provisions of Rule 430D and Rule 424(b). Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430D is referred to as “Rule 430D Information.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated therein by reference pursuant to the Securities Act at such time and documents otherwise deemed to be a part thereof or included therein by the rules and regulations (the “Rules and Regulations”) of the Commission under the Securities Act, is herein called the “Registration Statement;” provided, that references to the Effective Date (as hereinafter defined) or other matters relating to the Registration Statement shall be deemed to be references to the Effective Date or such other matters relating to the registration statement included in the Registration Statement. The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.”

“Free Writing Prospectus” means[, collectively, the free writing prospectus, filed with the Commission on             , 20     relating to the ratings on the Notes (the “Ratings FWP”) and each other free writing prospectus used in connection with the offering of the Notes. “Preliminary Prospectus” means the preliminary prospectus used in connection with the offering of the Notes, dated as of             , 20    , and filed with the Commission on             , 20    , that omitted certain Rule 430D Information[, together with the Supplemental Prospectus. “Supplemental Prospectus” means the supplement to the Prospectus entitled “Supplement, dated                 , 20     (subject to completion) to Prospectus, dated                 , 20     (subject to completion) “ that was used in connection with the offering of the Notes and filed with the Commission on                 , 20    ]. “Time of Sale Information” means the Preliminary Prospectus, together with the Ratings FWP. “Prospectus” means the prospectus that is first filed after the Execution Time pursuant to Rule 424(b) [, including the documents incorporated by reference therein pursuant to the Securities Act at the time of execution of this Agreement. “Road Show Information” means, a “road show for an offering that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission], including without limitation the road show presentation entitled “GM Financial Automobile Leasing Trust 20    -    ”, dated              20    .

(ii)        The Registrant has included in the Registration Statement, as amended at the Effective Date, all information required by the Securities Act and the Rules and Regulations to be included in the Prospectus with respect to the Notes and the offering thereof and as of the Effective Date the Registration Statement complied in all material respects with the Rules and Regulations. As filed, the Time of Sale Information includes all information with respect to the Notes and the offering thereof required by the Securities Act and the Rules and Regulations with respect to a free writing prospectus and a preliminary prospectus and complies in all material respects with the Rules and Regulations. As filed, the Prospectus shall include all information with respect to the Notes and the offering thereof required by the Securities Act and the Rules and Regulations, shall comply in all material respects with the Rules and Regulations and, except

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to the extent that the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Time of Sale Information) as the Registrant has advised the Underwriters, prior to the Execution Time, will be included or made therein.

For purposes of this Agreement, “Applicable Time” means          a.m./p.m., New York City time, on             , 20     or such other time as agreed by the Sponsor and the Representatives. “Effective Time” means, with respect to the Registration Statement, the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission, or, if later, the earlier of the date of filing of a prospectus required under Rule 424 deemed to be part of the Registration Statement or the date and time of the first sale of the Notes and “Effective Date” means the date of the Effective Time. “Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto. “Rule 405,” “Rule 415,” “Rule 424,” “Rule 430D,” “Rule 433” and “Regulation S-K” refer to such rules or regulations under the Securities Act. Any reference herein to the Registration Statement, the Time of Sale Information or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 10 of Form SF-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date of the Registration Statement or the date of first use of a Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, a Free Writing Prospectus, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of such Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations to be a part thereof or included therein. For purposes of this Agreement, all references to the Registration Statement, a Free Writing Prospectus, the Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of the foregoing shall be deemed to refer to the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

(iii)    The Registrant meets the requirements for use of Form SF-3 under the Securities Act. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). At the time of filing the Original Registration Statement, at the earliest time thereafter that the Registrant or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Notes and at the date hereof, the Registrant was not and is not an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations. The conditions to the use by the Depositor of a registration statement on Form SF-3 under the Securities Act, as set forth in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied with respect to the Registration Statement and the Prospectus as of the date of this Agreement and will be satisfied as of the Closing Date. The conditions to the offering of the Notes under a registration statement on Form SF-3 under the Securities Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date. The Depositor has paid the registration fee for the Notes according to Rule 456 of

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the Securities Act.

(iv)        The Original Registration Statement became effective on             , 20    , and any post-effective amendment thereto also has become effective and is effective as of the date hereof. No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Sponsor, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Prior to the issuance of the Notes, the Indenture will have been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

(v)        Except as otherwise permitted herein, neither the Sponsor nor any of its affiliates has distributed or otherwise used or will distribute or otherwise use any free writing prospectus (as defined in Rule 405) relating to the Notes; provided, that the Sponsor and its affiliates shall be permitted to issue press releases regarding the Notes after the Applicable Time.

(vi)        At the respective times the Original Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430D(f)(2) and at the Closing Date, the Registration Statement complied and will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Trust Indenture Act and the respective rules and regulations of the Commission thereunder and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Time of Sale Information, as of the respective dates of the components thereof and the Applicable Time, did not, and at the Closing Date, will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and none of the Prospectus or any amendment or supplement thereto, at the respective times that the Prospectus or any such amendment or supplement was issued and at the Closing Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Time of Sale Information or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Sponsor by the Underwriters as Underwriter Information specifically for use therein.

The term “Underwriter Information” means, with respect to the Preliminary Prospectus and the Prospectus,                     .

To the extent that the Underwriters have provided to the Depositor any Other Offering Document (as defined below), the Depositor has filed such Other Offering Document as required by, and within the time frames prescribed by, the Rules and Regulations; provided, that the Depositor shall not be required to have filed any Other Offering Document that consists solely of information (A) contemplated by Rule 134 of the Rules and Regulations and included or to be included in the Preliminary Prospectus or the Prospectus, (B) contemplated by Rule 172(a) of the

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Rules and Regulations or (C) that is not otherwise required to be filed pursuant to the Rules and Regulations.

The Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(vii)        The documents incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the Rules and Regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed and incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act and the Rules and Regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(viii)      Since the respective dates as of which information is given in the Registration Statement, the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus, or the Registration Statement, the Preliminary Prospectus, each Free Writing Prospectus or the Prospectus as amended or supplemented, (i) there has not been any material adverse change, or any developments involving a prospective material adverse change, in or affecting the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Sponsor, and (ii) the Sponsor has not entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Sponsor that, in either case, would reasonably be expected to materially adversely affect the interests of the holders of the Notes, otherwise than as set forth or contemplated in the Registration Statement, the Preliminary Prospectus, each Free Writing Prospectus or the Prospectus, as so amended or supplemented.

(ix)        The Sponsor is not aware of (i) any request by the Commission for any further amendment of the Registration Statement, the Preliminary Prospectus, any Free Writing Prospectus or the Prospectus or for any additional information, (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose or (iii) any notification with respect to the suspension of the qualification of the Notes for the sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(x)        As of its date and at the Applicable Time, the Road Show Information did not, and at the Closing Date will not, contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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(xi)      Each of the GMF Companies has been duly incorporated or formed and is validly existing as a corporation, limited liability company or statutory trust, as the case may be, in good standing under the laws of the jurisdiction of its formation or incorporation, as the case may be, with corporate, limited liability company or statutory trust power and authority to own its properties and conduct its business as described in the Registration Statement, the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus and to enter into and perform its obligations under the applicable Agreements, and is duly qualified to do business and is in good standing as a foreign corporation or organization in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of such GMF Company, and has all power and authority necessary to own or hold its properties, to conduct the business in which it is engaged and to enter into and perform its obligations under each Agreement to which it is a party and, in the case of the Companies, to cause the Securities to be issued.

(xii)      There are no actions, proceedings or investigations pending before or threatened by any court, administrative agency or other tribunal to which any of the GMF Companies is a party or of which any of its properties is the subject (i) which if determined adversely to it is likely to have a material adverse effect individually, or in the aggregate, on the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of such GMF Company, (ii) asserting the invalidity of any Agreement, to which it is a party, in whole or in part, or the Securities, (iii) seeking to prevent the issuance of the Securities or the consummation by the GMF Companies of any of the transactions contemplated by any Agreements, in whole or in part, or (iv) which if determined adversely is likely to materially and adversely affect the performance by any of the GMF Companies of its obligations under, or the validity or enforceability of, any Agreement to which it is a party, in whole or in part, or the Securities.

(xiii)      This Agreement has been duly authorized, validly executed and delivered by the Companies. At or prior to the Closing Date, each of the Agreements will have been duly authorized, validly executed and delivered by each of the applicable GMF Companies, and constitutes a legal, valid and binding agreement of the applicable GMF Companies, enforceable against the respective GMF Companies in accordance with its respective terms, except to the extent that the enforceability hereof and thereof may be subject (i) to insolvency, reorganization, moratorium, receivership, conservatorship, or other similar laws, regulations or procedures of general applicability now or hereafter in effect relating to or affecting creditors’ rights generally, (ii) to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (iii) with respect to rights of indemnity under this Agreement, to limitations of public policy under applicable securities laws.

(xiv)      The issuance and delivery of the Securities, and the execution, delivery and performance of each Agreement by each of the GMF Companies party hereto or thereto, and the consummation of the transactions contemplated hereby and thereby by each of the GMF Companies party hereto and thereto, do not and will not conflict with or result in a breach of or violate any term or provision of or constitute a default under, any indenture, mortgage, deed of

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trust, loan agreement, or other agreement or instrument to which any of the GMF Companies is a party, by which the GMF Companies may be bound or to which any of the property or assets of the GMF Companies or any of their subsidiaries may be subject, nor will such actions result in any violation of the provisions of the articles of incorporation, by-laws, limited liability company agreement, trust agreement or other organizational documents of the GMF Companies or any law, statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over any of the GMF Companies or any of their respective properties or assets.

(xv)     The third party referenced in Section 6(O) is independent from the GMF Companies.

(xvi)    No consent, approval, authorization, order, registration or qualification of or with any federal or state court or governmental agency or body of the United States is required for the issuance and sale of the Notes or the consummation by the GMF Companies of the other transactions contemplated by, or the performance of the GMF Companies of their respective obligations under, the Agreements, except for such consents, approvals, authorizations, orders, registrations or qualifications as may have been obtained or effected or as may be required under securities or “blue sky” laws in connection with the purchase and distribution of the Notes by the Underwriters.

(xvii)    Each of the GMF Companies possesses (and have caused the Trust to possess) all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Preliminary Prospectus and the Prospectus (or is exempt therefrom) and none of the GMF Companies has received notice of any proceedings relating to the revocation or modification of such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, is likely to materially and adversely affect the conduct of its respective business, operations, financial condition or income.

(xviii)  None of the GMF Companies will conduct its operations while any of the Securities are outstanding in a manner that would require the Sponsor, the Depositor, the Trust or the Titling Trust to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”). It is not necessary to register the Sponsor, the Depositor, the Trust or the Titling Trust under the 1940 Act. The Trust will rely 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 exemptions available to the Trust. The Trust is not a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (such statutory provision together with such implementing regulations, the “Volcker Rule”).

(xix)    Any taxes, fees and other governmental charges in connection with the execution and delivery of the Agreements, [the Swap Agreement,] and the execution, delivery and issuance of the Notes, that are required to be paid by the GMF Companies at or prior to the Closing Date, have been paid or will be paid at or prior to the Closing Date by the GMF Companies.

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(xx)      At the Closing Date, each of the representations and warranties made by the GMF Companies in the Agreements will be true and correct.

(xxi)    The Sponsor has executed and delivered a written representation (the “17g-5 Representation”) to each of                 , (“            ”) and                 , (“            ” and, together with             , the “Engaged NRSROs”), which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 (“Rule 17g-5”) of the Exchange Act and a copy of which has been delivered to the Representatives. The Sponsor has complied, and has caused the Depositor to comply, with the 17g-5 Representation.

(xxii)    At the Closing Date, no Lending Facility Default (as defined in the Credit and Security Agreement), Exchange Note Default (as defined in the Credit and Security Agreement), Event of Default (as defined in the Indenture), 20    -     Exchange Note Default (as defined in the Exchange Note Supplement), Lending Facility Servicer Default (as defined in the Basic Servicing Agreement), Exchange Note Servicer Default (as defined in the Basic Servicing Agreement) or Servicer Default (as defined in the Servicing Supplement) shall have occurred or be continuing.

(xxiii)  Any certificate signed by an officer of any of the GMF Companies and delivered to the Representatives or the Representatives’ counsel in connection with an offering of the Notes shall be deemed, and shall state that it is, a representation and warranty as to the matters covered thereby to each person to whom the representations and warranties in this Section 1 are made.

(xxiv)  Since the respective dates as of which information is given in the Preliminary Prospectus and the Prospectus, (i) there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of any of the GMF Companies, and (ii) none of the GMF Companies has entered into any transaction or agreement (whether or not in the ordinary course of business) material to any of the GMF Companies, that, in either case, would reasonably be expected to materially adversely affect the interests of the holders of the Securities, other than as set forth or contemplated in the Preliminary Prospectus and the Prospectus.

(xxv)    (i) At the time of execution and delivery of the Exchange Note Sale Agreement, (1) the Sponsor will own the Exchange Note, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, “Liens”), and will not have assigned to any person other than the Depositor any of its right, title or interest in the Exchange Note, and (2) the Sponsor will have the power and authority to transfer the Exchange Note to the Depositor, (ii) at the time of execution and delivery of the Exchange Note Transfer Agreement, (1) the Depositor will own the Exchange Note, free and clear of any Liens, and will not have assigned to any person other than the Trust any of its right, title or interest in the Exchange Note, and (2) the Depositor will have the power and authority to transfer the Exchange Note to the Trust and to transfer the Notes to the Underwriters, (iii) at the time of execution and delivery of the Indenture, and at the time of execution, delivery and issuance of the Notes to the Depositor, the Trust will own the Exchange Note free of any Liens, (iv) at the time of execution and delivery of the Exchange Note Supplement, the Titling Trust will own the Lease Assets and will

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have marketable title to the related leased vehicles, together with all related rights thereto, in each case free and clear of any Liens (except as permitted by the Agreements), and (v) as of the Closing Date, the Titling Trust has not assigned to any person any of its right, title or interest in any of the Lease Assets, or has obtained releases of each such prior assignment.

(xxvi)  As of the [Initial] Cutoff Date, each of the Lease Assets met the eligibility criteria described in the Exchange Note Supplement, the Preliminary Prospectus and the Prospectus. At or prior to the Closing Date, each of the Lease Assets has been designated under the Credit and Security Agreement to a pool securing the Exchange Note.

(xxvii) The Notes, [the Swap Agreement,] the Exchange Note and the Agreements conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and the Prospectus.

(xxviii) The direction by the Depositor to the Owner Trustee to execute, authenticate, issue and deliver the Certificate will be duly authorized by the Depositor and, assuming the Owner Trustee has been duly authorized to do so, when executed, authenticated, issued and delivered by the Owner Trustee in accordance with the Trust Agreement, the Certificate will be validly issued and outstanding and will be entitled to the benefits of the Trust Agreement.

(xxix)  At or prior to the Closing Date, the direction by the Depositor to the Indenture Trustee to execute, authenticate and deliver the Notes will have been duly authorized by the Depositor, and the Notes, when executed and authenticated in accordance with the Indenture, and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the Indenture.

(xxx)  The Exchange Note has been duly and validly authorized and, when executed and authenticated in accordance with the Credit and Security Agreement and the Exchange Note Supplement, and delivered to and paid for by the Depositor in accordance with the terms of Exchange Note Supplement and the Exchange Note Sale Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the Credit and Security Agreement and the Exchange Note Supplement.

(xxxi)  Neither the Sponsor nor the Depositor has engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 of the Exchange Act) relating to the Notes, other than the independent accountants engaged to perform certain agreed upon procedures in respect of the Lease Assets, and which accountants delivered to the Sponsor and the Underwriters a signed report entitled Report of Independent Accountants on Applying Agreed-Upon Procedures” dated                 , 20     (the “Third-Party Diligence Report”). The Sponsor or the Depositor has complied with Rule 15Ga-2 of the Exchange Act with respect to the Third-Party Diligence Report, other than any breach arising from a breach by any Underwriter of the representation set forth in Section 19(D) of this Agreement, and the Sponsor or the Depositor has furnished to the Commission pursuant to EDGAR the Form ABS-15G (together with any revision or amendment thereof or any supplement thereto, the “Form ABS-15G”).

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(xxxii) To the best of the Sponsor’s knowledge, the Asset Representations Reviewer satisfies the requirements in the definition of “asset representations reviewer” set forth in Item 1101(m) of Regulation AB under the Securities Act.

(xxxiii) The Sponsor has complied, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”) in the manner described in the Preliminary Prospectus under the heading “Credit Risk Retention.” The Sponsor determined the fair value of the “eligible horizontal residual interest” (the “Retained Interest”) (as defined in the Credit Risk Retention Rules) disclosed in the Preliminary Prospectus under the heading “Credit Risk Retention,” and will determine the fair value of the Retained Interest on the Closing Date as required by Rule 4(c)(1)(ii) of the Credit Risk Retention Rules, based on its own valuation methodology, inputs and assumptions and is solely responsible therefor.

Section 2.    Purchase and Sale. The Underwriters’ commitment to purchase the Notes pursuant to this Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Companies herein contained and shall be subject to the terms and conditions herein set forth. The Sponsor agrees to instruct the Trust to issue the Notes to the Underwriters, and the Underwriters agree to purchase, on the Closing Date, severally and not jointly, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 9 of this Agreement. The purchase prices for the Notes shall be as set forth on Schedule 1 hereto.

Section 3.    Delivery and Payment. Payment of the purchase price for, and delivery of, any Notes to be purchased by the Underwriters shall be made at the office of                     , [address], at          [a.m.]/[p.m.] New York City time on             , 20    , (or at such other time and place as shall be agreed upon by the Representatives and the Companies, the “Closing Date”). Payment shall be made by wire transfer of same day funds payable to the account designated by the Sponsor. Each of the Notes so to be delivered shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company.

The Companies agree to have authentic copies of the Notes available for inspection and checking by the Representatives in New York, New York, not later than 12:00 p.m. New York City time on the Business Day prior to the Closing Date. The original global certificated Notes will be held by the Indenture Trustee in                     ,                     .

Section 4.    Offering by Underwriters. It is understood that the Underwriters propose to offer the Notes for sale to the public as set forth in the Prospectus.

Section 5.    Covenants of the Companies. Each of the Companies covenants with the Underwriters as follows:

A.        Subject to Section 5(B), it will comply with the requirements of Rules 424(b) and 430D and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or the filing

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of any supplement or amendment to the Prospectus, (ii) the receipt of any comments from the Commission relating to the Registration Statement, any Free Writing Prospectus, the Preliminary Prospectus, or the Prospectus, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Free Writing Prospectus or the Preliminary Prospectus, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) the happening of any event during the period referred to in Section 5(D) which, in the judgment of the Sponsor, makes the Registration Statement or the Prospectus contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Companies will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain as soon as possible the lifting thereof.

B.        Prior to the termination of the offering of the Notes, the Sponsor will not file any amendment to the Registration Statement or any amendment, supplement or revision to either the Preliminary Prospectus, any Free Writing Prospectus or to the Prospectus, unless the Sponsor has furnished the Underwriters with a copy for their review prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Underwriters shall reasonably object.

C.        It has furnished or will deliver to the Underwriters and counsel for the Underwriters, without charge, a signed copy of the Original Registration Statement and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof) and a signed copy of all consents and certificates of experts, and will also deliver to the Underwriters, without charge, a conformed copy of the Original Registration Statement and of each amendment thereto (without exhibits) for the Underwriters. The copies of the Original Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

D.        The Sponsor will deliver to the Underwriters, without charge, electronic copies of the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus, and hereby consents to the use of such electronic copies for purposes permitted by the Securities Act. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

E.        It will comply with the Securities Act and the Rules and Regulations, the Exchange Act and the rules and regulations thereunder and the Trust Indenture Act and the rules and regulations thereunder so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and the other Agreements, the Registration Statement, any Free Writing Prospectus and the Prospectus. If at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Notes, any event shall occur or

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condition shall exist as a result of which it is necessary, in the opinion of counsel to the Companies, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the Securities Act or the Rules and Regulations, the Sponsor will promptly prepare and file with the Commission, subject to the review and approval provisions afforded to the Underwriters described in Section 5(B), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Preliminary Prospectus or the Prospectus comply with such requirements, the Sponsor will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable and the Depositor will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement as the Underwriters may reasonably request. Any such filing shall not operate as a waiver or limitation of any right of the Underwriters hereunder.

F.        The Depositor will use its best efforts, in cooperating with the Sponsor and the Underwriters, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Underwriters may designate, and maintain or cause to be maintained such qualifications in effect for as long as may be required for the distribution of the Notes. The Depositor will cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been so qualified.

G.        The Depositor will not, without the prior written consent of the Representatives, contract to sell any automobile receivables-backed certificates, automobile receivables-backed notes or other similar securities either directly or indirectly (as through the Sponsor) for a period of five (5) business days after the later of the termination of the syndicate or the Closing Date.

H.        So long as the Notes remain outstanding, the Companies will, upon the request of any Underwriter, deliver to such Underwriter as soon as such statements are furnished to the Indenture Trustee: (i) any annual statements as to compliance of the Servicer (and any subservicer) and any annual assessments of compliance with the terms of the Servicing Agreement delivered to the Indenture Trustee pursuant to the Servicing Agreement, (ii) the annual accountants’ attestations in respect of the annual assessments of compliance and any other statement of a firm of independent public accountants furnished to the Indenture Trustee pursuant to the terms of the Servicing Agreement, and (iii) the monthly reports furnished to the Noteholders pursuant to the Servicing Agreement.

I.        So long as any of the Notes are outstanding, the Companies will, upon request of any Underwriter, furnish to such Underwriter (i) all documents distributed or required to be distributed by it to the holders of the Notes pursuant to the Indenture as soon as such statements and reports are furnished to such holders, (ii) any filings with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder, with respect to any securities issued by any of the GMF Companies or the Trust that are either the Notes or non-structured equity or debt offered by any of the GMF Companies, and (iii) from time to time, any other information

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concerning the GMF Companies or the Trust as the Underwriters may reasonably request in writing.

J.        It will apply the net proceeds from the sale of the Notes in the manner set forth in the Preliminary Prospectus and the Prospectus.

K.        If, between the date hereof or, if earlier, the dates as of which information is given in the Preliminary Prospectus and the Closing Date, to the knowledge of the Depositor or the Sponsor, there has been any material change, or any development involving a prospective material change in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Sponsor or the Depositor, the Sponsor will give prompt written notice thereof to the Underwriters.

L.        To the extent, if any, that the ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Companies, the Companies will use their best efforts to furnish or cause to be furnished such documents and take any such other actions.

M.        Each of the GMF Companies will comply with the 17g-5 Representations made by the Sponsor to [Engaged NRSRO] and [Engaged NRSRO] with respect to the Notes. The GMF Companies and the Trust will timely comply with all requirements of Rules 15Ga-2 and 17g-10 under the Exchange Act to the satisfaction of the Representatives.

N.        The Depositor, as registrant, will file a certification executed by the chief executive officer of GMF Leasing LLC (the “CEO Certification”) with the Commission in accordance with Item 601(b)(36) of Regulation S-K.

O.        The Sponsor will comply with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the Credit Risk Retention Rules, and will cause the Depositor and each other affiliate of GM Financial to comply with all applicable requirements of the Credit Risk Retention Rules, in each case with respect to the transactions contemplated by the Agreements and for the period of time required by the Credit Risk Retention Rules, and without any impermissible sale, transfer, financing, hedging or pledging of the Retained Interest. The Sponsor is and will be solely responsible for the disclosure requirements of the Credit Risk Retention Rules, including the contents of all such disclosures and ensuring that any required post-closing disclosures are timely provided to investors by an appropriate method that does not require any involvement of the Underwriters.

Section 6.    Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes pursuant to this Agreement are subject to (i) the accuracy on and as of the Closing Date of the representations and warranties on the part of the Companies herein contained, (ii) the accuracy of the statements of officers of the Companies made pursuant hereto, (iii) the performance by the Companies of all of their respective obligations hereunder, and the performance by the Companies of all of their respective obligations under the Agreements, and (iv) the following conditions as of the Closing Date:

A.        The Underwriters shall have received the Agreements, [the Swap Agreement,] the Exchange Note and the Notes in form and substance satisfactory to the Underwriters and duly

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executed by the signatories required pursuant to the respective terms thereof.

B.        The Underwriters shall have received from in-house counsel for the GMF Companies, favorable opinions, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters.

C.        The Underwriters shall have received from                     , counsel for the GMF Companies, favorable opinions, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, and the Underwriters shall be addressees of any opinions of counsel supplied to any rating organizations relating to the Notes.

D.        The Underwriters shall have received from                     , counsel for the GMF Companies, a negative assurance letter with respect to the Preliminary Prospectus and the Prospectus, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters.

E.        The Underwriters shall have received from                     , counsel for [Indenture Trustee], a favorable opinion, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters.

F.        The Underwriters shall have received from                     , counsel for the Owner Trustee, a favorable opinion, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters.

G.        The Underwriters shall have received from                     , special Delaware counsel to the Trust and other applicable GMF Companies, a favorable opinion, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters.

H.        The Underwriters shall have received from                     , counsel to the Underwriters, a negative assurance letter with respect to the Preliminary Prospectus and the Prospectus, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters.

I.        Each of the Companies shall have delivered to the Underwriters a certificate, dated the Closing Date, of an authorized officer of such Company, to the effect that the signer of such certificate has carefully examined each Agreement, the Preliminary Prospectus and the Prospectus and that: (i) the representations and warranties of such Company in each Agreement to which it is a party are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) such Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date, (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to such officer’s knowledge, threatened, (iv) there has been no material adverse change in the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of such Company, whether or not arising from transactions in the ordinary course of business, except as set forth or contemplated in the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus, and (v) nothing has come to such officer’s attention that would lead such

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officer to believe that the Time of Sale Information, the Road Show Information or the Prospectus contains any untrue statement of a material fact required to be stated therein or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the Companies shall deliver a secretary’s certificate to which is attached a true and correct copy of its certificate of incorporation, by-laws, limited liability agreement, trust agreement or other organizational documents, which are in full force and effect on the date of such certificate and a certified true copy of the resolutions of its Board of Directors with respect to the transactions contemplated in this Agreement.

J.        [Indenture Trustee] shall have furnished to the Underwriters a certificate of [Indenture Trustee], dated the Closing Date, signed by one or more duly authorized officers of [Indenture Trustee], as to the due authorization, execution and delivery of the Agreements to which it is a party and the acceptance by the Indenture Trustee of the trust created by such Agreements and the due execution and delivery of the Notes by the Indenture Trustee thereunder and such other matters as the Underwriters shall reasonably request.

K.        The Owner Trustee shall have furnished to the Underwriters a certificate of the Owner Trustee, dated the Closing Date, signed by one or more duly authorized officers of the Owner Trustee, as to the due authorization, execution and delivery of the Trust Agreement by the Owner Trustee and the acceptance by the Owner Trustee of the trust created thereby and the due execution and delivery of the Certificate by the Owner Trustee thereunder and such other matters as the Underwriters shall reasonably request.

L.        The Underwriters shall have received from counsel to the Asset Representations Reviewer a favorable opinion dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, about certain corporate matters relating to the Asset Representations Reviewer.

M.        On the Closing Date, the Notes shall have received the ratings set forth in the Ratings FWP.

N.        All proceedings in connection with the transactions contemplated by this Agreement, and all documents incident thereto and hereto, shall be reasonably satisfactory in form and substance to the Underwriters and counsel for the Underwriters, and the Underwriters and counsel for the Underwriters shall have received such other information, opinions, certificates and documents as they may reasonably request in writing.

O.        On the Closing Date the Underwriters shall have received from a third party that is a nationally recognized accounting firm reasonably satisfactory to the Underwriters a letter in the form heretofore agreed to regarding static pool information, the Preliminary Prospectus and the Prospectus, each dated as of the review date, the date of the Preliminary Prospectus or the Prospectus, as applicable.

P.        No stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Commission. Any request of the Commission for inclusion of additional information in the

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Registration Statement, the Preliminary Prospectus, any Free Writing Prospectus or the Prospectus shall have been complied with.

Q.        All proceedings in connection with the transactions contemplated by this Agreement, and all documents incident hereto, shall be reasonably satisfactory in form and substance to the Underwriters and counsel for the Underwriters, and the Underwriters and counsel for the Underwriters shall have received such other information, opinions, certificates and documents as they may reasonably request in writing.

R.        The Preliminary Prospectus, a Form ABS-EE containing initial asset-level data with respect to the Lease Assets, each Free Writing Prospectus, the Prospectus and any amendments and supplements thereto, and the CEO certification shall have been filed (if required) with the Commission in accordance with the rules and regulations under the Securities Act and Section 1 hereof, and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be contemplated by the Commission or by any authority administering any state securities or “blue sky” law.

S.        If not previously provided in a calendar year with respect to such state, the Underwriters shall have received from local counsel, in each state where there is a concentration of 10% or more of the Lease Assets, an opinion dated as of the Closing Date (or as of any other date as specified by the rating agencies to maintain the required ratings on the Notes) as to the perfection of security interests in automobiles in such state.

T.        The CEO Certification shall have been filed with the Commission in accordance with Item 601(b)(36) of Regulation S-K.

If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, (i) this Agreement may be terminated by the Representatives by notice to both of the Companies at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 7, and (ii) the provisions of Section 7, the indemnity set forth in Section 8, the contribution provisions set forth in Section 8 and the provisions of Sections 11 and 14 shall remain in effect.

Section 7.    Payment of Expenses. The Companies agree to pay all expenses incident to the performance of their respective obligations under this Agreement, including without limitation, (i) expenses incident to the filing of the Registration Statement and all amendments thereto, (ii) the duplication and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of the Agreements, (iii) expenses incident to the preparation, issuance and delivery of the Notes and the Exchange Note[s], (iv) the fees and disbursements of                     , counsel to the Companies, (v) the fees and disbursements of the third party referenced in Section 6(O) above, (vi) expenses incident to the qualification of the Notes under securities and “blue sky” laws and the determination of the eligibility of the Notes for investment in accordance with the provisions hereof, including filing fees and the fees and disbursements of                     , counsel to the Underwriters, in connection therewith and in connection with the preparation of any “blue sky” survey, (vii) the printing and delivery to the Underwriters in such quantities as the Underwriters may reasonably request, of copies of the Registration

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Statement and the Prospectus and all amendments and supplements thereto, and of any “blue sky” survey, (viii) the duplication and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of the Agreements and the other transaction documents, (ix) the fees charged by nationally recognized statistical rating agencies for rating the Notes, (x) the fees and expenses of the Indenture Trustee and its counsel, (xi) the fees and expenses of the Owner Trustee and its counsel, (xii) the fees and expenses of the Asset Representations Reviewer and its counsel and (xiii) the costs and expenses (including any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Notes made by the Underwriters caused by a breach of any representations or warranties of the Companies contained in Section 1(vi), (vii), (xx) and (xxv).

If this Agreement is terminated by the Representatives in accordance with the provisions of Section 6, the Companies shall reimburse the Underwriters for all reasonable out-of-pocket expenses, including the reasonable fees and disbursements of                     , counsel to the Underwriters. Except as described in the immediately preceding sentence, the Underwriters agree to pay the reasonable fees and disbursements of                      incident to the performance of the Underwriters’ obligations under this Agreement.

Section 8.    Indemnification and Contribution.

A.        Each of the Companies agrees to severally and jointly indemnify and hold harmless each Underwriter, its directors, officers, employees, agents and each person, if any, who controls such Underwriter within the meaning of the Securities Act or the Exchange Act, from and against any and all loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which such Underwriter, director, officer, employee, agent or any such controlling person may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (including the 430D Information), the Preliminary Prospectus, each Free Writing Prospectus, the Road Show Information, the Prospectus or the related CDI Intex file (other than any Derived Information included therein), any issuer free writing prospectus, the Form ABS-15G or any amendment, exhibit or supplement to any of the foregoing (in each case, other than in the Underwriter Information), or (ii) the omission or alleged omission to state in the Registration Statement (including the 430D Information), the Preliminary Prospectus, each Free Writing Prospectus, the Road Show Information, the Prospectus or the related CDI Intex file (other than any Derived Information included therein), any issuer free writing prospectus, the Form ABS-15G or any amendment, exhibit or supplement to any of the foregoing (in each case, other than in the Underwriter Information), a material fact required to be stated or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse each Underwriter and any such director, officer, employee, agent and each such controlling person promptly upon demand for any documented legal or documented other expenses reasonably incurred by such Underwriter or any such director, officer, employee, agent or such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred

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The foregoing indemnity agreement is in addition to any liability which the Companies may otherwise have to the Underwriters or any director, officer, employee, agent or controlling person of any of the Underwriters.

B.        Each of the Underwriters agrees to severally and not jointly indemnify and hold harmless the Companies, the directors and the officers of the Sponsor and the Depositor who signed the Registration Statement, and each person, if any, who controls the Sponsor or the Depositor within the meaning of the Securities Act or the Exchange Act, against any and all loss, claim, damage or liability, or any action in respect thereof, to which the Sponsor, the Depositor or any such director, officer or controlling person may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Underwriter contained in the Underwriter Information, or (ii) the omission or alleged omission to state in the Underwriter Information a material fact relating to such Underwriter required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and shall reimburse the Sponsor or the Depositor, as applicable, promptly on demand, and any such director, officer or controlling person for any documented legal or other documented expenses reasonably incurred by the Sponsor, the Depositor or any director, officer or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred, except as expressly limited herein.

Except as otherwise expressly provided, the foregoing indemnity agreement is in addition to any liability which the Underwriters may otherwise have to the Sponsor, the Depositor or any such director, officer or controlling person.

C.        Promptly after receipt by any indemnified party under this Section 8 of notice of any claim or the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party in writing of the claim or the commencement of that action; provided however, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 8 except to the extent it has been materially prejudiced by such failure; and provided, further, that the failure to notify any indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 8.

If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to participate in, or assume the defense of, any such claim or action against an indemnified party brought by a governmental agency, regulatory authority or self-regulatory authority having or claiming to have jurisdiction over the business or financial affairs of such indemnified party or any of its affiliates, unless such indemnified party consents to such

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participation or assumption. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, except to the extent provided in the next following paragraph, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any fees and expenses of counsel subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation.

Any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: (i) the employment thereof has been specifically authorized by the indemnifying party in writing; (ii) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel; or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all such indemnified parties, which firm shall be designated in writing by the Representatives, if the indemnified parties under this Section 8 consist of the Underwriters or any of their controlling persons, or by the Companies, if the indemnified parties under this Section 8 consist of either of the Companies or any of the Companies’ directors, officers or controlling persons, but in either case reasonably satisfactory to the indemnified party.

Each indemnified party, as a condition of the indemnity agreements contained in Sections 8(A), 8(B) and 8(E), shall use its reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

D.        Each Underwriter, severally and not jointly, covenants and agrees that it has not and will not distribute any Other Offering Document unless (i) it has notified the Companies of its intention to distribute such Other Offering Document prior to its distribution thereof and (ii) it

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provides the Companies with a copy of such Other Offering Document in an electronic format prior to or simultaneously with its initial distribution of such Other Offering Document. “Other Offering Document” means any “written communication” (as defined in Rule 405 of the Rules and Regulations) relating to the offer and sale of the Notes that would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations), including but not limited to any “ABS information and computational materials” (as defined in Item 1101(a) of Regulation AB under the Securities Act), for the avoidance of doubt, written communication will include CDI Intex files that do not contain any Issuer Information other than Issuer Information included in the Preliminary Prospectus, but will exclude any such written communication that consists solely of postings that are initially made by any Underwriter on the Bloomberg system, or otherwise via e-mail and that contains only identifying information regarding the Trust and the Notes; the expected closing date and first payment date for the Notes; the expected principal amount, expected weighted average life, expected ratings, expected periods for payments of principal, expected final payment date, expected legal final payment date and expected interest rate index for each class of Notes; preliminary guidance as to the interest rate and/or yield for each class of Notes (but not final interest rate or yield information); information regarding the principal amount of the Notes being offered by each Underwriter; other similar or related information such as expected pricing parameters, status of subscriptions and Underwriter’s retentions and ERISA eligibility; and/or any legends regarding the contents of such written communication.

E.        (i) Each Underwriter agrees, assuming all Issuer Information (defined below) is accurate and complete in all material respects, to severally and not jointly indemnify and hold harmless the Sponsor, each of the Sponsor’s officers, directors and each person who controls the Sponsor within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information (as defined below) provided by such Underwriter, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that in no case shall any Underwriter be responsible for any amount in excess of the underwriting discount applicable to the Notes purchased by such Underwriter; provided, further, that no Underwriter shall be liable to the extent that any such loss, claim, damage or liability arises out of or is based upon any statement in or omission from any Derived Information in reliance upon and in conformity with (A) any written information furnished to the related Underwriter by the Companies expressly for use therein, which information was not corrected by information subsequently provided by the Companies to the related Underwriter prior to the time of use of such Derived Information, (B) information accurately extracted from the Preliminary Prospectus or the Prospectus, which information was not corrected by information subsequently provided by the Companies to the related Underwriter prior to the time of use of such Derived Information, or (C) Issuer Information (as defined in Section 8(F)). The obligations of each of the Underwriters under this Section 8(E)(i) shall be in addition to any liability which such Underwriter may otherwise have.

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(ii)        The Sponsor agrees to indemnify and hold harmless each Underwriter, each of such Underwriter’s officers, directors, employees, agents and each person who controls such Underwriter within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Issuer Information, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The Sponsor’s obligation under this Section 8(E)(ii) shall be in addition to any liability which it may otherwise have to the Underwriters.

The procedures set forth in Section 8(C) shall be equally applicable to this Section 8(E).

F.        For purposes of this Section 8, the term “Derived Information” means such information, if any, contained in any Other Offering Document that:

(i)        is not contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, taking into account information incorporated into the Registration Statement, the Preliminary Prospectus or the Prospectus by reference; and

(ii)        does not constitute Issuer Information.

“Issuer Information” means (i) any computer tape furnished to the Underwriters by the Companies concerning the Lease Assets (including any such information intended for use or incorporation in any Other Offering Document), (ii) the Registration Statement, the Preliminary Prospectus, the Prospectus and the Road Show Information (in each case, other than in the Underwriter Information), and (iii) any other textual information furnished by the Companies to the Underwriters for inclusion in any Other Offering Document that constitutes “issuer information” (as defined in Rule 433(h)(2) of the Rules and Regulations and footnote 271 of the Securities Act Release No. 33-8591).

For the avoidance of doubt, “Derived Information” will include any information that would otherwise constitute Issuer Information but that was not accurately extracted or transcribed by any Underwriter for use or incorporation in any Other Offering Document.

G.        If the indemnification provided for in this Section 8 shall for any reason be unavailable or insufficient to hold harmless an indemnified party under Section 8(A), 8(B) or 8(E) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute severally and not jointly to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Sponsor and the Depositor on the one hand and the Underwriters on the other from the offering of the Notes or (ii) if the

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allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Sponsor and the Depositor on the one hand and the Underwriters on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations.

The relative benefits of the Underwriters, the Depositor and the Sponsor shall be deemed to be in such proportion so that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the public offering price appearing on the cover page of the Prospectus.

The relative fault of the Underwriters, the Depositor and the Sponsor shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Sponsor, the Depositor or by one of the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission and other equitable considerations.

The Sponsor, the Depositor and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 8(G) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 8(G) shall be deemed to include, for purposes of this Section 8(G), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.

Each director and officer of the Underwriters, and each person, if any, who controls an Underwriter within the meaning of the Securities Act or the Exchange Act, shall have the same rights to contribution as each of the Underwriters. Each director and officer of the Sponsor and the Depositor who signed the Registration Statement, and each person, if any, who controls the Sponsor or the Depositor within the meaning of the Securities Act or the Exchange Act, shall have the same rights to contribution as the Depositor and Sponsor.

In no case shall any Underwriter be responsible for any amount, in excess of the underwriting discount applicable to the Notes purchased by such Underwriter hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Section 9.    Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then:

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A.        if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or

B.        if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters.

No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement.

In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable changes in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents or arrangements may be effected.

Section 10.    Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Sponsor and the Depositor prior to delivery of and payment for the Notes if prior to such time (i) any change, or any development involving a prospective change, would have a material adverse effect on the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the GMF Companies or the Trust which, in the reasonable judgment of the Representatives, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) the Notes have been placed on credit watch or review by either of the Engaged NRSROs with negative implications; (iii) trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers National Market System shall have been suspended or limited, or minimum prices shall have been established on such exchange or market system; (iv) a banking moratorium shall have been declared by either federal or New York State authorities; (v) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis or change in the financial markets, the effect of which is a material adverse effect on the practicality or advisability of proceeding with the completion of the sale and payment for the Notes; or (vi) any material disruption in securities settlement, payment or clearance services shall have occurred in the United States. Upon such notice being given, the parties to this Agreement shall (except for any liability arising before or in relation to such termination) be released and discharged from their respective obligations under this Agreement.

Section 11.    Representations, Warranties and Agreements to Survive Delivery. All

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representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Companies submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or any officers, directors or controlling persons of any of the Underwriters, or by or on behalf of the Companies or any officers, directors or controlling persons of either of the Companies and shall survive delivery of any Notes to the Underwriters.

Section 12.    Absence of Fiduciary Relationship. The Sponsor and the Depositor acknowledge and agree that:

A.        The Underwriters have been retained solely to act as Underwriters in connection with the sale of the Notes and that no fiduciary, advisory or agency relationship between the Sponsor and/or the Depositor and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Sponsor, the Depositor and/or any of their respective affiliates on other matters;

B.        No Underwriter is advising the Sponsor, the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Sponsor and the Depositor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Sponsor or the Depositor with respect thereto. Any review by any Underwriter of the Sponsor, the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Underwriter and shall not be on behalf of the Sponsor or the Depositor;

C.        The price of the Notes set forth in this Agreement was established by the Depositor following discussions and arms-length negotiations with the Representatives and the Sponsor and the Depositor are capable of evaluating and understanding, and understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement;

D.        The Sponsor and the Depositor have been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Sponsor and/or the Depositor and that the Underwriters have no obligation to disclose such interests and transactions to the Sponsor and/or the Depositor by virtue of any fiduciary, advisory or agency relationship; and

E.        Each of the Sponsor and the Depositor waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Sponsor or the Depositor in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Sponsor or the Depositor, including stockholders, employees or creditors of the Sponsor or the Depositor.

Section 13.    Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard

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form of electronic or facsimile communication to:

The Representatives:
The Sponsor:	AmeriCredit Financial Services, Inc.
	801 Cherry Street, Suite 3500
	Fort Worth, Texas 76102
	Attention: Chief Financial Officer
	Fax: (817) 302-7915
The Depositor:	GMF Leasing LLC
	c/o AmeriCredit Financial Services Inc.
	801 Cherry Street, Suite 3500
	Fort Worth, Texas 76102
	Attention: Chief Financial Officer
	Fax: (817) 302-7915

Section 14.    Parties. This Agreement shall inure to the benefit of and be binding upon the Representatives and the Companies, and their respective successors or assigns. Nothing expressed or mentioned in this Agreement is intended nor shall it be construed to give any person, firm or corporation, other than the parties hereto or thereto and their respective successors and the controlling persons and officers and directors referred to in Section 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties and their respective successors and said controlling persons and officers and directors and their heirs and legal representatives (to the extent of their rights as specified herein and therein) and except as provided above for the benefit of no other person, firm or corporation. No purchaser of Notes from the Representatives shall be deemed to be a successor by reason merely of such purchase.

Section 15.    GOVERNING LAW; VENUE. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS

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AGREEMENT, THE RELATIONSHIPS OF THE PARTIES AND/OR THE INTERPRETATIONS AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

Section 16.    WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

Section 17.    Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

Section 18.    Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of or affect the meaning or interpretation of, this Agreement.

Section 19.    Underwriter Representations and Covenants.

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A.        The Underwriters severally and not jointly agree that, without the prior consent of the Sponsor, they will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Lease Assets, the transactions contemplated by this Agreement or the other Agreements, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), or (y) undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from the Sponsor or refer such NRSRO to the Sponsor so that the Sponsor may respond to such communication.

B.        Each Underwriter severally and not jointly represents and agrees that (i) in the United Kingdom, it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)), received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust and/or the Depositor, and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

C.        Prior to entering into any “contract of sale” (within the meaning of Rule 159 under the Securities Act), each Underwriter agrees that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Notes, convey the Time of Sale Information to each investor to whom Notes are sold by it prior to the filing of the Prospectus with the Commission.

D.        Each Underwriter severally and not jointly represents that it has not engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Notes.

E.        The Underwriters severally and not jointly confirm that the Underwriter Information is correct in all material respects and constitutes the only information furnished in writing to the Companies by or on behalf of the Underwriters specifically for inclusion in the Preliminary Prospectus and the Prospectus.

F.        Each Underwriter severally and not jointly represents and agrees that it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any Notes to any U.K. Retail Investor in the United Kingdom. For the purposes of this provision (a) the expression “U.K. Retail Investor” means a person who is one (or more) of the following: (i) 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 (“EUWA”), and as amended; or (ii) a customer within the meaning of the provisions of 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,

28

and as amended; or (iii) not a qualified investor, as defined in Article 2 of Regulation (EU) 2017/1129, as it forms part of U.K. domestic law by virtue of the EUWA, and as amended, and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

G.        Each Underwriter severally and not jointly represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any E.U. Retail Investor in the European Economic Area. For the purposes of this provision, the expression “E.U. Retail Investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) 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 (iii) not a qualified investor, as defined in Article 2 of Regulation (EU) 2017/1129, as amended. In addition, for purposes of this provision, the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes.

Section 20.    Recognition of the U.S. Special Resolution Regimes.

A.        In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

B.        In the event that any Underwriter that is a Covered Entity or any BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

C.        For purposes of this Section 20, the following terms shall have the following meanings:

(i)        “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

(ii)        “Covered Entity” means any of the following:

(1)        a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(2)        a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

29

(3)        a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

(iii)        “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

(iv)        “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Remainder of Page Intentionally Left Blank]

30

If the foregoing is in accordance with the Representatives’ understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement by and among the Representatives, the Sponsor and the Depositor in accordance with its terms.

Very truly yours,
AMERICREDIT FINANCIAL SERVICES, INC.
D/B/A GM FINANCIAL
By:
	Name:
	Title:
GMF LEASING LLC
By:
	Name:
	Title:

[Signature Page to Underwriting Agreement]

CONFIRMED AND ACCEPTED,

as of the date first above written:

                                       ,

acting on its own behalf and as a

Representative of the Underwriters

referred to in the foregoing Agreement

By:                                                                  

Name:

Title:

                                       ,

acting on its own behalf and as a

Representative of the Underwriters

referred to in the foregoing Agreement

By:                                                                  

Name:

Title:

                                       ,

acting on its own behalf and as a

Representative of the Underwriters

referred to in the foregoing Agreement

By:                                                                  

Name:

Title:

                                       ,

acting on its own behalf and as a

Representative of the Underwriters

referred to in the foregoing Agreement

By:                                                                  

Name:

Title:

[Signature Page to Underwriting Agreement]

Schedule 1

Purchase Price^[(1)]

Class A-1	Class A-2[-A]	[Class A-2-B]	Class A-3	Class A-4	Class B	Class C	[Class D]
%	%	[    %]	%	%	%	%	[    %]
%	%	[    %]	%	%	%	%	[    %]
%	%	[    %]	%	%	%	%	[    %]
%	%	[    %]	%	%	%	%	[    %]
%	%	[    %]	%	%	%	%	[    %]
%	%	[    %]	%	%	%	%	[    %]

Principal Amount^[(1)]

Class A-1	Class A-2[-A]	[Class A-2-B]	Class A-3	Class A-4	Class B	Class C	Class D
$	$	[$            ]	$	$	$	$	$
$	$	[$            ]	$	$	$	$	$
$	$	[$            ]	$	$	$	$	$
$	$	[$            ]	$	$	$	$	$
$	$	[$            ]	$	$	$	$	$
$	$	[$            ]	$	$	$	$	$
$	$	[$            ]	$	$	$	$	$

[¹ The Class D Notes, having an aggregate initial principal amount of $        , will be retained by the depositor or conveyed to an affiliate of the depositor on Closing Date.]

EX-3.1

EXHIBIT 3.1

Delaware PAGE 1
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “GMF LEASING LLC”, FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF JANUARY, A.D. 2011, AT 12:29 O’CLOCK P.M.
4931466 8100
110076372
Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8516717
DATE: 01 – 25 – 11
You may verify this certificate online at corp. delaware.gov/authver.shtml

State of Delaware Secretary of State Division of Corporations Delivered 12:33 PM 01/25/2011 FILED 12:29 PM 01/25/2011 SRV 110076372 - 4931466 FILE
STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION
SECTION 1: The name of the limited liability company is GMF Leasing LLC (the “Company”).
SECTION 2: The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle.
SECTION 3: The name and address of the registered agent for service of process on the Company is The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle.
SECTION 4: This Certificate of Formation shall be effective upon filing.
In Witness Whereof, the undersigned has executed this Certificate of Formation this 25th day of January, 2010.
Frank E. Brown III
Authorized Person Frank E. Brown III
B44W986VJ

EX-3.2

EXHIBIT 3.2

Execution Copy

LIMITED LIABILITY COMPANY AGREEMENT

of

GMF LEASING LLC,

(a Delaware Limited Liability Company)

dated as of January 26, 2011

by

AMERICREDIT FINANCIAL SERVICES, INC.,

as Member

TABLE OF CONTENTS

	Page
ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1 Definitions		1
ARTICLE II ORGANIZATION		6
Section 2.1 Formation, Name, Location of Office		6
Section 2.2 Registered Office in Delaware		6
Section 2.3 Registered Agent		6
Section 2.4 Purposes and Powers		6
Section 2.5 Banking Activities		7
Section 2.6 Execution of Documents		8
Section 2.7 Conduct of Operations		8
Section 2.8 Limited Liability Company		11
Section 2.9 Liability to Third Parties		11
Section 2.10 Limited Liability and Bankruptcy Remoteness		11
Section 2.11 Term		11
Section 2.12 Special Member .		11
ARTICLE III THE MEMBER		12
Section 3.1 The Member		12
Section 3.2 Powers of the Member		12
ARTICLE IV MANAGEMENT OF COMPANY; THE BOARD; OFFICERS		13
Section 4.1 General Management of the Company		13
Section 4.2 Appointment and Term		13
Section 4.3 Number; Independent Managers		13
Section 4.4 Power to Bind Company		14
Section 4.5 Restrictions on the Power of the Managers		15
Section 4.6 Duties and Obligations of the Managers		15
Section 4.7 Resignation		16
Section 4.8 Removal of Managers		16
Section 4.9 Filling of Vacancies		16
Section 4.10 Managers’ Compensation		16
Section 4.11 Authorized Officers		16
Section 4.12 Duties of Managers and Officers.		17

i

ARTICLE V CAPITAL STRUCTURE AND CONTRIBUTIONS	17
Section 5.1 Capital Structure	17
Section 5.2 Capital Contributions	17
Section 5.3 Distributions.	17
ARTICLE VI EXCULPATION; LIABILITIES: INDEMNIFICATION	18
Section 6.1 Exculpation	18
Section 6.2 Liabilities; Indemnification	18
ARTICLE VII MISCELLANEOUS	20
Section 7.1 Dissolution of the Company	20
Section 7.2 Amendments	21
Section 7.3 Assignments; Additional Members	21
Section 7.4 Limitations on Rights of Others	21
Section 7.5 Notices	22
Section 7.6 Severability of Provisions	22
Section 7.7 Counterparts	22
Section 7.8 Successors and Assigns	22
Section 7.9 No Petition	22
Section 7.10 Headings	23
Section 7.11 Governing Law	23
Section 7.12 Effectiveness..	23

ii

LIMITED LIABILITY COMPANY AGREEMENT, is made and entered into to be effective for all purposes as of January 26, 2011 (this “Agreement”) by AmeriCredit Financial Services, Inc. (“AmeriCredit”), as the sole member of the Company, and by the members of the Board.

RECITALS

The Member (as defined below) hereby establishes GMF Leasing LLC (the “Company”) under the laws of the State of Delaware pursuant to this Agreement and the Certificate of Formation of the Company, dated as of January 25, 2011 (the “Certificate of Formation”).

The parties hereto desire to enter into a written agreement, in accordance with the provisions of the Act (as defined herein) and any successor statute, as amended from time to time, governing the affairs of the Company and the conduct of its business.

WITNESSETH

For and in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

USAGE AND DEFINITIONS

Section 1.1 Definitions.

(a) Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings assigned to them in Appendix A to the Credit and Security Agreement, dated as of January 31, 2011 (the “Credit and Security Agreement”), among ACAR Leasing Ltd. (“ACAR Leasing Ltd.”), as borrower (in such capacity, the “Borrower”), AmeriCredit, as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”). Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings:

“Act” means the Delaware Limited Liability Company Act (currently Chapter 18 of Title 6, Sections 18-101 through 18-1109 of the Delaware Code).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“AmeriCredit” has the meaning specified in the Preamble.

“Applicable Law” means all applicable laws, ordinances, judgments, decrees, injunctions, writs and orders of any Governmental Authority and rules, regulations, orders, interpretations, licenses and permits of any Governmental Authority.

“Authorized Officer” has the meaning specified in Section 4.11.

“Bank” has the meaning set forth in Section 2.5(d).

“Bankruptcy” means, with respect to any Person, (A) if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (B) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Basic Documents” means this Agreement, any sale agreement, transfer agreement, note purchase agreement, purchase agreement, interest rate swap agreement, trust agreement, trust administration agreement and other agreements relating to the acquisition and disposition of Lease Assets by the Company, including the other documents and certificates delivered in connection with such agreements, as such agreements may be amended from time to time.

“Board” has the meaning set forth in Section 4.1(a).

“Certificate” has the meaning specified in the Titling Trust Agreement.

“Certificate of Formation” has the meaning specified in the Recitals, as amended from time to time.

“Commission” means the Securities and Exchange Commission.

“Company” means GMF Leasing LLC, a Delaware limited liability company.

“Company Account” has the meaning set forth in Section 2.5(a).

“Damages” has the meaning set forth in Section 6.2(a).

“Exchange Act” means the Securities Exchange Act of 1934.

2

“Governmental Authority” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantor” has the meaning set forth in Section 2.4(g).

“Indemnified Persons” has the meaning specified in Section 6.2(a).

“Independent Manager” shall mean an individual who (i) shall not have been at the time of such Person’s appointment or at any time during the preceding five (5) years, and shall not be as long as such Person is a Manager of the Company, (A) a director, officer, employee, partner, shareholder, member, manager or Affiliate of any of the following Persons (collectively, the “Independent Parties”): General Motors Financial Company, Inc., the Servicer, the Issuer, or any of their respective subsidiaries or Affiliates (other than the Company), (B) a supplier to any of the Independent Parties, (C) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of any of the Independent Parties, or (D) a member of the immediate family of any director, officer, employee, partner, shareholder, member, manager, Affiliate or supplier of any of the Independent Parties; (ii) has prior experience as an independent director or independent manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (iii) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.

“Independent Parties” has the meaning set forth in Section 4.3(b)(i).

“Issuer” means GMF Leasing Warehouse Trust, a Delaware statutory trust.

“Lease Assets” has the meaning set forth in Section 2.4(a).

“Lease Agreement” means any closed-end lease contract originated in connection with the lease of a Leased Vehicle.

“Leased Vehicle” means any new or used automobile, sport utility vehicle, minivan or light-duty truck, together with all accessories, parts and additions constituting a part thereof, and all accessions thereto, leased to a retail consumer pursuant to a lease agreement.

“Manager” has the meaning set forth in Section 4.2.

“Member” means AmeriCredit, as the initial member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided, however, the term “Member” shall not include the Special Member.

3

“Opinion of Counsel” means a written opinions of counsel, which counsel may be an employee of AmeriCredit or an Affiliate or may provide legal services to AmeriCredit or an Affiliate.

“Percentage Interest” has the meaning set forth in Section 5.1.

“Permitted Transactions” means the activities, exercises and powers described in Section 2.4.

“Person” means any legal person, including any corporation, estate, natural person, firm, joint venture, joint stock company, limited liability company, limited liability partnership, partnership (limited or general), trust, business trust, unincorporated organization, association, enterprise, government, any department or agency of any government or any other entity of whatever nature.

“Securities Act” means the Securities Act of 1933.

“Security” means any class of asset-backed security or certificate or other security issued by any Affiliate or Subsidiary of the Company, including any Exchange Note issued by ACAR Leasing Ltd. pursuant to the Credit and Security Agreement.

“Servicer” means, AmeriCredit Financial Services, Inc.

“Special Member” means, upon such person’s admission to the Company as a member of the Company pursuant to Section 2.12, a person acting as Independent Manager, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

“State” means any State of Commonwealth of the United States or the District of Columbia.

“Subsidiaries” has the meaning specified in Section 2.4(d).

“Titling Trust” means ACAR Leasing Ltd.

“Titling Trust Agreement” means the Amended and Restated Trust Agreement, dated as of January 31, 2011, among APGO Trust, as Settlor, and Wilmington Trust Company, as Owner Trustee, as Delaware Trustee and as Administrative Trustee.

“Titling Trust Certificateholder” means the holder of a Certificate issued by the Titling Trust.

(b) The following rules of construction and usage are applicable to this Agreement and any certificate or other document made or delivered pursuant to this Agreement:

(i) All terms used in this Agreement or in any agreement, certificate or other document made or delivered pursuant to this Agreement are defined in this Agreement.

4

(ii) Accounting terms not defined in this Agreement or in any such agreement, certificate or other document, and accounting terms partly defined in this Agreement or in any such agreement, certificate or other document, to the extent not defined, have the respective meanings given to them under U.S. generally accepted accounting principles as in effect on the date of such agreement. To the extent that the definitions of accounting terms in this Agreement or in any such agreement, certificate or other document are inconsistent with the meanings of such terms under U.S. generally accepted accounting principles, the definitions contained in this Agreement or in any such agreement, certificate or other document will control.

(iii) References in an agreement to “Article,” “Section” or another subdivision or to an attachment are, unless otherwise specified, to an article, section or subdivision of or an attachment to such agreement or instrument; and the term “including” means “including without limitation.”

(iv) The definitions contained in this Agreement are equally applicable to both the singular and plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(v) Any agreement or statute defined or referred to in this Agreement or in any agreement that incorporates this Agreement means such agreement or statute as from time to time amended, modified, supplemented or replaced, including (in the case of agreements) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and includes (in the case of agreements) references to all attachments thereto and instruments incorporated therein and (in the case of statutes) any rules and regulations promulgated thereunder and any judicial and administrative interpretations thereof.

(vi) References to a Person are also to its permitted successors and assigns.

(vii) References to deposits, transfers and payments of any amounts refer to deposits, transfers or payments of such amounts in immediately available funds.

(viii) Except where “not less than zero” or similar language is indicated, amounts determined by reference to a mathematical formula may be positive or negative.

5

ARTICLE II

ORGANIZATION

Section 2.1 Formation, Name, Location of Office.

(a) The name of the limited liability company formed hereby is GMF Leasing LLC. The Company has been formed pursuant to the Act by the filing of the Certificate of Formation with the Secretary of State of Delaware by Frank E. Brown III as an “authorized person” within the meaning of the Act. Upon the filing of the Certificate of Formation with the Secretary of State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The principal office of the Company will be 801 Cherry Street, Suite 3500, Fort Worth, Texas, 76102 or such other place or places as the Board may designate.

(b) The Member will execute or cause to be executed all other instruments, certificates, notices and documents, and will do or cause to be done all such filing, recording, publishing and other acts, in each case, as may be necessary or appropriate to comply with all requirements for the formation and/or operation and, when appropriate, termination of a limited liability company in the State of Delaware and all other jurisdictions where the Company desires to conduct any activities.

Section 2.2 Registered Office in Delaware. The registered office of the Company in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle.

Section 2.3 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle.

Section 2.4 Purposes and Powers. The nature of the activities or purpose to be conducted or promoted by the Company is to engage exclusively in the following activities, in each case in accordance with the terms of this Agreement:

(a) to acquire from time to time and to own, hold, sell, transfer, assign or pledge Lease Agreements, Leased Vehicles, Securities or interests in Lease Agreements, Leased Vehicles and/or Securities or agreements with motor vehicle or equipment dealers or lessors or other originators or servicers of the related Lease Agreements and Leased Vehicles and any proceeds or further rights associated with any of the foregoing (“Lease Assets”);

(b) to enter from time to time into any agreement providing for the sale, transfer, assignment or pledge of Lease Assets and to perform its obligations under such agreement;

(c) to enter from time to time into any agreement relating to any Lease Assets that provides for the administration, servicing and collection of amounts due on such Lease Assets and to perform its obligations under such agreement;

(d) to execute from time to time all instruments and documents necessary for the Company to form one or more limited liability companies, business trusts, statutory trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other Person, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other relevant constituent document (the “Subsidiaries”) and to pay the organizational, start-up, transactional and other administrative expenses of the Subsidiaries;

6

(e) to terminate the Subsidiaries as permitted by the organizational documents of such Subsidiaries and any other contracts or agreements to which such Subsidiaries are parties, and to repurchase the property of such Subsidiaries, to the extent and in the manner permitted by the organizational documents of such Subsidiaries and any contracts or agreements to which such Subsidiaries are parties;

(f) to prepare, and, if necessary or desirable, to file with the Commission, prospectuses, registration statements, periodic reports, private placement memoranda and offering documents relating to or in connection with the issuance and sale of Securities and otherwise in connection with the activities permitted under this Section 2.4;

(g) to enter into any agreement with an insurer or guarantor (a “Guarantor”) relating to the insurance or guaranty of any Security and which may include provisions for reimbursement by the Company for payment made in connection with any such insurance or guaranty or the pledge of collateral for the benefit of such Guarantor;

(h) to issue limited liability company interests having the rights and preferences set forth in this Agreement; and

(i) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to and necessary, suitable or convenient for the accomplishment of the purposes specified in clauses (a) through (h) above.

Section 2.5 Banking Activities.

Without limiting the generality of Section 2.4, the Member and each of the Authorized Officers is authorized to act on behalf of the Company and in its name:

(a) to establish bank accounts on behalf of the Company (each, a “Company Account”);

(b) to sign checks, drafts, instruments, bills of exchange, acceptances and/or other orders for the payment of money from any Company Account;

(c) to endorse checks, instruments, evidences of indebtedness, and orders payable, owned or held by the Company;

(d) to accept drafts, acceptances, instruments and/or other evidences of indebtedness payable at or through the bank at which any Company Account is maintained (each, a “Bank”);

(e) to waive presentment, demand, protest and notice of protest or dishonor of any check(s), instrument(s), draft(s), acceptance(s), or other evidences of indebtedness made, drawn or endorsed by the Company;

(f) to otherwise deal with each Bank in connection with the foregoing activities on behalf of the Company;

7

(g) to enter into one or more agreements with the Bank, which will be deemed to govern the Company Accounts established at such Bank;

(h) to authorize the purchase, on behalf of the Company, of CDs, bonds, notes and other such savings instruments from each Bank;

(i) to obtain, on behalf of the Company, other related services from any Bank, such as the rental of safe deposit boxes from such Bank, obtaining of night depository services, routine cash management services, and the like, which will be governed by night depository agreement(s), safe deposit box lease agreement, and any other such agreement(s) contained on the application or signature cards pertaining to any such services offered to the Company by such Bank, as amended from time to time;

(j) to sign and execute signature cards, applications and forms as any Bank will deem appropriate, from time to time, in connection with the opening and maintaining of Company Accounts at such Bank and/or obtaining any of the aforementioned additional related services; and

(k) to execute applications for the issuance of any savings instrument in the name of the Company.

Section 2.6 Execution of Documents. The Member is authorized and empowered to execute and deliver, on behalf of the Company, as attorney-in-fact or otherwise, any and all documents, agreements and other instruments, including any registration statement to be filed with the Commission or otherwise, on behalf of the Company. The Member is authorized and empowered to prepare for filing in connection with such registration statement, balance sheets, income statements and any other financial statements for the Company.

Section 2.7 Conduct of Operations. (a) Notwithstanding any other provision of this Agreement and any provision of Applicable Law that otherwise so empowers the Company, the Company will not do any of the following:

(i) engage in any activity other than a Permitted Transaction;

(ii) become or remain liable, directly or contingently, in connection with any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions;

(iii) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions except that the Company will not be prohibited under this clause (a)(iii) from causing a distribution of cash to the Member, and the Member will not be prohibited under this clause (a)(iii) from making capital contributions to the Company;

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(iv) enter into any transaction or merger or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws of the State of Delaware, (ii) expressly assumes all of the Company’s obligations under the Basic Documents and (iii) is governed under a charter document containing provisions substantially identical to Section 2.4 and this Section 2.7 and (B) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party;

(v) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any document relating to a Permitted Transaction; and

(vi) amend, modify, alter, change or repeal any provision of Section 2.4 or this Section 2.7, except that the Company reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Formation or this Agreement in a manner now or hereafter prescribed by the Act, and all rights conferred upon the Member herein are granted subject to this reservation.

(b) The Company will at all times:

(i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware;

(ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act;

(iii) ensure that (A) the activities and affairs of the Company are at all times managed by or under the direction of the Board, (B) the Board will have duly authorized all actions requiring such authorization and, (C) when required by Applicable Law or by this Agreement, the Company will have obtained the proper authorization for action from the Member;

(iv) maintain the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate thereof or any other Person;

(v) not commingle the assets of the Company with those of the Member or any Affiliate thereof (except in connection with the Permitted Transactions);

(vi) not hold itself out as being liable for the debts of another;

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(vii) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Member or any of the Member’s Affiliates or any other Person and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and any of the Member’s Affiliates or any other Person;

(viii) act solely in its own name and through its own Managers and agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name of the Company;

(ix) separately manage its liabilities from those of the Member or any Affiliate thereof and pay its own liabilities, including all administrative expenses, from its own separate assets, except that (A) the Member or any Affiliate thereof may pay certain of the organizational costs of the Company, and the Company will reimburse the Member or any such Affiliate for its allocable portion of shared expenses paid by the Member or such Affiliate, and (B) the Member may pay fees and expenses and indemnify parties pursuant to this Agreement;

(x) at all times maintain an arm’s length relationship with any Affiliates;

(xi) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates;

(xii) not create, incur or assume any indebtedness or issue any security (other than limited liability company interest in the Company) unless the holders thereof, or sell or transfer any assets to any Person unless such holder or transferee agrees or is deemed to have agreed to not file or join in filing any bankruptcy petition against the Company prior to the end of the period that is one year and one day after all of the debt and other obligations of the Company are paid in full and agree it will not cooperate with or encourage others to file a bankruptcy petition against the Company during the same period;

(xiii) have a sufficient number of Managers and Authorized Officers to manage its operations; and

(xiv) maintain adequate capital in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make any additional capital contribution to the Company.

(c) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will cause its financial statements to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. The Board will make decisions with respect to the activities and operations of the Company independent of and not dictated by the Member or any Affiliate of the Member (without limiting any rights exercised by the Member in such capacity under this Agreement or under the Act).

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(d) Notwithstanding any provision in this Agreement to the contrary, the Company, by or through any Authorized Officer, in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities.

(e) The Company, by or through any Authorized Officer, may enter into and perform the Basic Documents and all other documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including Section 2.7(a)), the Act or Applicable Law. The foregoing authorization is not a restriction on the powers of any Authorized Officer of the Company to enter into other agreements on behalf of the Company.

Section 2.8 Limited Liability Company. The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

Section 2.9 Liability to Third Parties. Except as otherwise expressly provided by the Act, none of the Member, any Manager or any Authorized Officer, or any Affiliate of any such Person (other than the Company), will be liable for the debts, obligations or liabilities of the Company (whether arising in contract, tort or otherwise), including, under a judgment, decree or order of a court, by reason of being a Member, a Manager, an Authorized Officer or an Affiliate of any such Person.

Section 2.10 Limited Liability and Bankruptcy Remoteness. Until the expiration of the period of one year and one day after the payment in full of all debt of the Company and all debt issued through Subsidiaries, the activities and affairs of the Company will be operated in such a manner as the Board and the Authorized Officers deem reasonable and necessary or appropriate to preserve (a) the limited liability of the Member and its Affiliates, (b) the bankruptcy-remote status of the Company and (c) the separateness of the Company from the business of the Member and its Affiliates.

Section 2.11 Term. Unless terminated in accordance with this Agreement and the Act, the Company will have perpetual existence.

Section 2.12 Special Member. Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (a) an assignment by the Member of all of its Percentage Interest and the admission of the transferee pursuant to Sections 7.3(a) and 7.3(c), or (b) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 7.3(b) and 7.3(c)), each person acting as an Independent Manager pursuant to Section 4.3 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the

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Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 4.2; provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each Person acting as an Independent Manager pursuant to Section 4.3 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each Person acting as an Independent Manager pursuant to Section 4.3 shall not be a member of the Company.

ARTICLE III

THE MEMBER

Section 3.1 The Member. The name and address of the Member is as follows:

AmeriCredit Financial Services, Inc.

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Attention: Chief Financial Officer

Telephone: 817-302-7000

Facsimile: 817-302-7940

Section 3.2 Powers of the Member. The Member (acting in its capacity as such) will have the authority to take all actions specifically enumerated in this Agreement.

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ARTICLE IV

MANAGEMENT OF COMPANY;

THE BOARD; OFFICERS

Section 4.1 General Management of the Company.

(a) Subject to Section 4.3(a) and to such matters which are expressly reserved hereunder or under the Act to the Member for decision, the business, properties and affairs of the Company will be managed by the Board of Managers (the “Board”). Without limiting the generality of the foregoing, the Board will have the power to appoint officers of the Company, to appoint and direct agents, to grant general or limited authority to officers, employees and agents of the Company, and to make, execute and deliver contracts and other instruments and documents in the name and on behalf of the Company, subject to and in accordance with this Agreement.

(b) The Board will have the power and authority to execute, deliver and file with the Commission in the name of the Company one or more registration statements in connection with the offering of Securities. The Board will also have the power and authority to execute, deliver and file with the Commission in the name of the Company such other documentation that is required to be executed, delivered and filed with the Commission from time to time under the Securities Act or the Exchange Act in connection with the offering of, or otherwise in connection with, any Securities.

Section 4.2 Appointment and Term. Subject to Section 4.3, the Member will be entitled to appoint persons to serve as the members (each, a “Manager”) of the Board. Managers will serve until their respective successors are appointed by the Member or until their earlier death, disability, resignation, retirement or removal. Each Manager will constitute a “manager” within the meaning of Section 18-101 of the Act. Each Manager will be vested solely with the authority set forth in this Agreement. Each Manager shall execute a counterpart of this Agreement agreeing to be bound hereby.

Section 4.3 Number; Independent Managers.

(a) The number of Managers which will constitute the whole Board will not be less than one nor more than fifteen. The exact number of Managers will be determined by the Member, subject to Section 4.3(b). The initial Board will consist of four Managers, at least one of which will be an Independent Manager, and who will be:

Michael Seitz, as an Independent Manager

Daniel E. Berce

Chris A. Choate

J. Michael May

(b) The Board will include one Independent Manager, and no action requiring the unanimous consent of the Board may be taken unless the Independent Manager approves such action. Except as provided in Section 4.3(c), any action permitted or required to be taken by the Board may be taken by a simple majority the Board excluding the Independent Managers;

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provided, however, that the Board may delegate the day-to-day management of the Company to an individual or entity which may or may not be a Manager. When voting on matters subject to the vote of the Board, including those matters specified in Section 4.3(c), notwithstanding that the Company is not then insolvent, each Manager, including the Independent Manager, will, to the fullest extent permitted by Applicable Law, owe its primary fiduciary duty to the Company, including its creditors and the Member.

(c) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board or any other Person on behalf of the Company, none of the Member, the Board or any other Person on behalf of the Company will, nor shall they permit the Company to, and the Company shall not, without the prior unanimous written consent of the Board (including the Independent Manager), do any of the following:

(i) amend Section 2.4 to permit the Company to engage in any activity other than those set forth in Section 2.4 prior to any such amendment;

(ii) engage in any activity other than those set forth in Section 2.4;

(iii) amend this Section 4.3(c) or any of Section 2.7, Section 2.9, Section 2.10, Section 2.11, Section 4.3(b), Section 7.1, Section 7.2, or Section 7.9 or the definition of any terms used in such Sections;

(iv) to the fullest extent permitted by Applicable Law, dissolve or liquidate, in whole or in part, consolidate or merge with or into any other Person or convey or transfer its properties and assets substantially as an entirety to any other Person; or

(v) engage in, authorize or take any action that would constitute an event specified in clause (A) of the definition of “Bankruptcy” with respect to the Company.

(d) Meetings of the Board may be called by any Manager upon two (2) days prior notice to each other Manager. The presence of a majority of the Managers then in office will constitute a quorum at any meeting of the Board. Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting and without prior notice if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing.

Section 4.4 Power to Bind Company. Notwithstanding the last sentence of Section 18-402 of the Act, except as otherwise provided in this Agreement, only the Managers and Authorized Officers of the Company (acting in their capacities as such) will have the authority to bind the Company to any third party with respect to any matter.

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Section 4.5 Restrictions on the Power of the Managers. Except as permitted by and in accordance with Section 4.3(c), none of the Managers will have the authority to:

(a) cause the Company to do any acts in violation of or in breach of any agreement entered into by the Company;

(b) take any action in contravention of the Act, the Certificate of Formation or this Agreement;

(c) to the fullest extent permitted by Applicable Law, take any action that would make it impossible to carry on the ordinary activities of the Company;

(d) knowingly perform any act that would subject the Member to loss of limited liability in any jurisdiction; or

(e) take any action to amend or modify the Certificate of Formation or this Agreement.

Section 4.6 Duties and Obligations of the Managers.

(a) Except with respect to an action taken in accordance with Section 4.3(c)(iv), as long as any Securities are outstanding, the Board will take all action that may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to engage in the activities in which it is engaged).

(b) Each Manager will devote to the Company’s activities such time as he or she deems necessary to conduct the Company’s activities in an appropriate manner.

(c) The Board will use its best efforts, in the conduct of the Company’s activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s obligations and all agreements to which the Company is a party will include a statement to the effect that the Company is a limited liability company formed under the Act. However, the failure to include such a statement in an agreement to which the Company is a party will not affect the Company’s power and authority or authorization to enter into such agreement.

(d) The Board will prepare or cause to be prepared and will file or cause to be filed on or before the due date (or any extension thereof) any federal, state or local tax returns required to be filed by the Company. The Board will cause the Company to pay any taxes payable by the Company. However, the Board will not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax and such contest does not materially endanger any right or interest of the Company.

(e) The Board will, from time to time, submit, or cause to be submitted, to any appropriate state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such state securities administrator.

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(f) The Board will use its best efforts to cause the Company to be qualified to engage in investment activities in connection with Permitted Transactions, or be registered under any applicable assumed or fictitious name statute or similar law in any State in which the Company then makes investments or transacts business, if such qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business.

Section 4.7 Resignation. Any Manager may resign at any time upon notice of resignation to the Member. If there are no Independent Managers after such resignation, the Member will promptly appoint another Independent Manager. Any resignation will be effective immediately unless a date certain is specified for it to take effect, in which event it will be effective upon such date, and acceptance of any resignation will not be necessary to make it effective, irrespective of whether the resignation is tendered subject to such acceptance.

Section 4.8 Removal of Managers. The Member may remove any Manager, either for or without cause. If there are no Independent Managers after such removal, the Member will promptly appoint another Independent Manager.

Section 4.9 Filling of Vacancies. In the case of any increase in the number of Managers, or of any vacancy in the Board, subject to Section 4.3, the Member will appoint the additional Manager or Managers.

Section 4.10 Managers’ Compensation. Any or all Managers may receive such reasonable compensation for their services, whether in the form of salary or otherwise, with expenses, if any, as the Board may reasonably determine. Any such compensation and expense will be paid by the Member.

Section 4.11 Authorized Officers.

(a) Appointment. The Board, in accordance with Section 4.3(b), may appoint authorized officers (“Authorized Officers”) of the Company, who will have the title and authority to perform the duties as the Board may delegate to them. Each Authorized Officer will hold office for the term that such Authorized Officer is appointed and until his or her successor is duly appointed and qualified or until his or her death, resignation or removal as provided in this Agreement. No Authorized Officer need be a Manager, the Member, a Delaware resident, or a United States citizen. The persons identified on Schedule A hereto are designated as the initial Authorized Officers of the Company, each person having the office indicated opposite their name.

(b) Compensation. The Board from time to time will fix the compensation, if any, of the Authorized Officers.

(c) Power to Act for the Company. Subject to Section 4.3(c), the Authorized Officers of the Company may execute instruments, contracts, agreements and other documents to which the Company is a party and any document to be delivered in connection with, or pursuant to, this Agreement (other than actions required to be taken by the Member pursuant to this Agreement or under Applicable Law).

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(d) Removal and Resignation. Any Authorized Officer of the Company may be removed as such, with or without cause, by the Board at any time. Any Authorized Officer of the Company may resign as such at any time upon written notice to the Company. Such resignation will be made in writing and will take effect at the time specified therein or, if no time is specified therein, at the time of its receipt by the Board. Any vacancy occurring in any office of the Company may be filled by the Board.

(e) Multiple Offices. Any Authorized Officer may hold two or more offices the duties of which can be consistently performed by the same Person.

(f) Duties and Authority. In addition to the foregoing specifically enumerated duties and authority, subject to Section 4.3(c), the Authorized Officers will perform such other duties and may exercise such further authority as the Board may determine or may be assigned to them by any superior Authorized Officer.

(g) Liability of Authorized Officers. To the fullest extent permitted by Applicable Law, no Authorized Officer will be personally liable to the Company, the Member, or any other Person bound by this Agreement for any breach of its duties as an Authorized Officer, except for acts or omissions that involve intentional misconduct, gross negligence or a knowing violation of the law.

Section 4.12 Duties of Managers and Officers.

Except to the extent otherwise provided in this Agreement, each Manager and Authorized Officer of the Company will have a fiduciary duty of loyalty and care similar to that of directors and officers of for profit business organizations organized under the General Corporation Law of the State of Delaware.

ARTICLE V

CAPITAL STRUCTURE AND CONTRIBUTIONS

Section 5.1 Capital Structure. Simultaneously with the execution and delivery of this Agreement, the Member will be admitted as member of the Company, with a limited liability company interest of 100% in the Company (the “Percentage Interest”).

Section 5.2 Capital Contributions. From time to time, the Board may determine that the Company requires capital and may request the Member to make capital contributions in an amount determined by the Board. The Member may, but is not required, to make such additional capital contributions as it may determine in its sole discretion. A capital account will be maintained for the Member, to which contributions and profits will be credited and against which distributions and losses will be charged.

Section 5.3 Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Board. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or any other applicable law.

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ARTICLE VI

EXCULPATION; LIABILITIES: INDEMNIFICATION

Section 6.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Member, the Managers, or any officers, directors, stockholders, partners, employees, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company or any of its Affiliates will be liable to the Company or any other Person bound by this Agreement for any act or omission (in relation to the Company, this Agreement, any related document or any transaction contemplated hereby or thereby) taken or omitted by such Person bound by this Agreement in the reasonable belief that such act or omission is in or not contrary to the best interests of the Company and is within the scope of authority granted to such Person by this Agreement, provided such act or omission does not constitute intentional misconduct, gross negligence or a knowing violation of the law.

Section 6.2 Liabilities; Indemnification. (a) Subject to Section 6.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Person”), will be indemnified and held harmless by the Company to the fullest extent legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Person is or may be a party thereto, including interest on any of the foregoing (collectively, “Damages”) arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from intentional misconduct or gross negligence of the Indemnified Persons or knowing violations by the Indemnified Persons of the law or the express provisions hereof. The Indemnified Parties may consult with counsel and accountants with respect to the affairs of the Company and will be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or accountants.

(b) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, in and of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s conduct was unlawful. Entry of a judgment by consent as part of a settlement will not be deemed a final adjudication of liability for intentional misconduct, gross negligence or a knowing violation of the law, nor of any other issue or matter.

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(c) Subject to Section 6.2(f), expenses (including attorneys’ fees and disbursements) incurred by an Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount unless it will ultimately be determined that such Person is entitled to be indemnified by the Company. Expenses (including attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company upon such terms and conditions, if any, as the Board deems appropriate.

(d) To the fullest extent permitted by Applicable Law, no Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by such person as a Manager. Notwithstanding the foregoing sentence, a Manager will be liable to the Company to the extent provided by Applicable Law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit.

(e) The indemnification and advancement of expenses provided by this Section 6.2 will not be deemed exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and will continue as to a Person who has ceased to be a Manager, employee or agent and will inure to the benefit of the heirs, executors and administrators of such Person.

(f) Any amounts payable by the Company in accordance with this Section 6.2 will be payable solely to the extent of funds available therefor and actually received by the Company under the Basic Documents, from capital contributions or in connection with other Permitted Transactions. The Company’s obligations under this Section 6.2 will not constitute a claim against the Company to the extent that the Company does not have funds sufficient to make payment of such obligations. To the fullest extent permitted by Applicable Law, any claim that an Indemnified Person may have at any time against the Company that it may seek to enforce hereunder will be subordinate to the payment in full (including post-petition interest, in the event that the Company becomes a debtor or debtor in possession in a case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or otherwise subject to any insolvency, reorganization, liquidation, rehabilitation or other similar proceedings) of the claims of the holders of any Securities which are collateralized or secured by the assets of the Company.

(g) Amendments: Indemnification. The indemnities contained in Section 6.2 will survive the resignation, removal or termination of any Indemnified Person or the termination of this Agreement. Any repeal or modification of this ARTICLE VI will not adversely affect any rights of such Indemnified Person pursuant to this ARTICLE VI, including the right to indemnification and to the advancement of expenses of an Indemnified Person existing at the time of such repeal or modifications with respect to any acts or omissions occurring prior to such repeal or modification.

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ARTICLE VII

MISCELLANEOUS

Section 7.1 Dissolution of the Company.

(a) The Company will be dissolved upon any of the following events:

(i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Act; or

(ii) the entry of a decree of judicial dissolution of the Company under the Act.

(b) Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 7.3(a) and 7.3(c), or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 7.3(b) and 7.3(c)), to the fullest extent permitted by Applicable Law, the personal representative of such member is hereby authorized to, and will, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member of the Company in the Company.

(c) Notwithstanding any provision to the contrary contained in this Agreement, the Bankruptcy of the Member or the Special Member will not cause the Member or the Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company will continue without dissolution.

(d) Notwithstanding any provision to the contrary contained in this Agreement, each of the Member and the Special Member waives any right it might have to agree in writing to dissolve the Company upon a Bankruptcy of the Member or the Special Member, or the occurrence of an event that causes the Member or the Special Member to cease to be a member of the Company.

(e) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18 804 of the Act.

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(f) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Section 7.2 Amendments.

Subject to Sections 2.7 and 4.3(c), this Agreement and the Certificate of Formation may be amended by the Member. Any such amendment will not, as evidenced by an Opinion of Counsel, cause the Company to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes (unless the Company has elected to be so treated).

Section 7.3 Assignments; Additional Members.

(a) The Member may sell, assign or transfer in whole but not in part its Percentage Interest without the consent of the Board or any other Person. Upon the assignment by the Member of all of its limited liability company interest in the Company pursuant to this Section 7.3(a), the assignee will be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the assignment and, immediately following such admission, the assignor Member will cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic Documents and this Agreement will, without any further act, be the Member hereunder, and such merger or consolidation will not constitute an assignment for purposes of this Agreement and the Company will continue without dissolution.

(b) Until all obligations of the Company pursuant to the Basic Documents have been satisfied, the Member may not resign, except as permitted under the Basic Documents. If the Member is permitted to resign pursuant to this Section 7.3(b), a new member of the Company shall be admitted to the Company pursuant to Section 7.3(c), upon its execution of an instrument signifying its agreement to be bound by this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission will be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member will cease to be a member of the Company.

(c) One or more additional Members of the Company may be admitted to the Company with the consent of the Member and subject to any restrictions in the Basic Documents.

Section 7.4 Limitations on Rights of Others. Except as set forth in Article VI, the provisions of this Agreement are solely for the benefit of the Member and the Company and nothing in this Agreement, whether express or implied, will be construed to give to any other Person any legal or equitable right, remedy or claim in the Company or any assets of the Company or under or in respect of this Agreement or any covenants, conditions or provisions contained in this Agreement. Without limiting the generality of the foregoing, none of the provisions of this Agreement will be for the benefit of or enforceable by any creditor of the Company or the Member (other than an Indemnified Person).

21

Section 7.5 Notices. All notices, requests, demands, consents or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given and made, (i) in the case of a letter, upon delivery or, in the case of a letter mailed via registered first class mail, postage prepaid, 3 days after deposit in the mail; (ii) in the case of a facsimile, when receipt is confirmed by telephone or by reply email or reply facsimile from the recipient; (iii) in the case of an email, when receipt is confirmed by telephone or by reply email from the recipient; and (iv) in the case of an electronic posting to a password-protected website, upon printed confirmation of the recipient’s access to such password-protected website, or when notification of such electronic posting is confirmed in accordance with clauses (i) through (iii) above. Unless otherwise specified in this Agreement, any such notice, request, demand, consent or other communication will be delivered or addressed as set forth below or at such other address or facsimile number as any party may designate by notice to the other parties:

AmeriCredit Financial Services, Inc.

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Attention: Chief Financial Officer

Telephone: 817-302-7000

Facsimile: 817-302-7940

Section 7.6 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement will be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms will be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and will in no way affect the validity or enforceability of the other covenants, agreements, provisions and terms of this Agreement.

Section 7.7 Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts may be executed and delivered by facsimile and will be deemed to be an original, and all of which counterparts will constitute but one and the same instrument.

Section 7.8 Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the Member and its successors and permitted assigns. Any request, notice, direction, consent, waiver or other instrument or action by the Member will bind the successors and assigns of the Member.

Section 7.9 No Petition. The Member, by creating this Agreement, hereby covenants and agrees that it will not at any time institute against the Company, or join in any institution against the Company of, any bankruptcy, reorganization, moratorium, receivership, conservatorship, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law in connection with any obligations relating to this Agreement or any of the Securities outstanding.

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Section 7.10 Headings. The headings of the various Articles and Sections herein are for convenience of reference only and will not define or limit any of the terms or provisions hereof.

Section 7.11 Governing Law. THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

Section 7.12 Effectiveness. Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the time of the filing of the Certificate of Formation with the Office of the Secretary of State of the State of Delaware on January 25, 2011.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date hereof.

AMERICREDIT FINANCIAL SERVICES, INC.,
as Member
By:	/s/ Frank E. Brown III
	Name:	Frank E. Brown III
	Title:	Vice President, Associate Counsel and Assistant Secretary
MANAGERS:
/s/ Michael Seitz Michael Seitz, as an Independent Manager
/s/ Daniel E. Berce Daniel E. Berce, as a Manager
/s/ Chris A. Choate Chris A. Choate, as a Manager
/s/ J. Michael May J. Michael May, as a Manager

[Signature Page to Depositor LLC Agreement]

SCHEDULE A

Initial Authorized Officers of the Company

Daniel E. Berce	President and Chief Executive Officer
Chris A. Choate	Executive Vice President, Chief Financial Officer and Treasurer
Susan B. Sheffield	Executive Vice President, Structured Finance
J. Michael May	Executive Vice President, Chief Legal Officer and Secretary
James M. Fehleison	Executive Vice President, Controller
Connie Coffey	Senior Vice President, Treasury
Sheli Fitzgerald	Vice President, Structured Finance
Frederick G. Steer, Jr.	Vice President, Cash Management Services
Frank E. Brown III	Vice President, Associate Counsel and Assistant Secretary
Jeffrey Fish	Assistant Vice President, Structured Finance
Angela Muzquiz	Assistant Vice President, Cash Management and Financial Analysis

EX-3.3

EXHIBIT 3.3

Delaware PAGE 1
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF STATUTORY TRUST REGISTRATION OF “ACAR LEASING LTD.”, FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF NOVEMBER, A.D. 2007, AT 4:23 O’CLOCK P.M.
Harriet Smith Windsor, Secretary of State AUTHENTICATION : 6161162
DATE: 11 -14 -07
4457827 8100
071223791

State of Delaware Secretary of State Division of Corporations Delivered 04:23 PM 11/14/2007 FILED 04:23 PM 11/14/2007 SRV 071223791 - 4457827 FILE
CERTIFICATE OF TRUST OF ACAR LEASING LTD.
This Certificate of Trust (the “Certificate of Trust”) of ACAR Leasing Ltd. (the “Trust”) is being duly executed and filed by the undersigned trustee to form a statutory trust under the Delaware Statutory Trust Act (12 Del, C, § 3801 etseq,) (the “Act”).
1. Name. The name of the statutory trust formed hereby is ACAR Leasing Ltd.
2. Delaware Trustee. The name and business address of the Trustee of the Trust in the State of Delaware are Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890.
3. Series. Pursuant to Section 3806(b)(2) of the Act, the Trust shall issue one or more series of beneficial interests having the rights and preferences set forth in the governing instrument of the Trust, as the same may be amended from time to time (each a “Series”).
4. Notice of Limitation of Liabilities of each Series. Pursuant to Section 3804(a) of the Act, there shall be a limitation on liabilities of each Series such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Trust generally or the assets of any other Series thereof and (b) unless otherwise provided in the governing instrument of the Trust, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series.
5. Power of Attorney. AmeriCredit Financial Services, Inc. (the “Company”) has been designated by the undersigned, as trustee, and the Trust as the true and lawful attorney-in-fact for and on behalf of the Trust, with full power and authority to perform any and all acts related to managing, servicing, administering and collecting any part of the corpus of the Trust and is authorized and empowered to execute and deliver, on behalf and in the name of the Trust, any and all instruments, certificates or other documents relating thereto. The Company also has the right, power and authority to designate in writing other persons and entities (“Company Designees”) as true and lawful attorneys-in-fact for and on behalf of the Trust to do anything that the Company has the power to do under this paragraph. Without limiting the generality of the foregoing, the Company or any Company Designee is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all applications for certificates of title or duplicates of such certificates in the name of the Trust, any and all applications for registrations of vehicles and/or license plates, any and all applications for transfers of certificates of title or registrations for vehicles and/or license plates, and any and all other instruments, certificates or other documents which the Company or a Company Designee deems necessary or advisable to record, hold or release title to and/or registration of motor vehicles in the name of the Trust. A photocopy or original of this Certificate of Trust shall have the same effect as an original, manually signed and acknowledged Power of Attorney.
6. Effective Date. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust as of the date first above written.
WILMINGTON TRUST COMPANY
not in its individual Capacity, but solely as UTI Trustee, Administrative Trustee and Delaware Trustee
By:
Name: Erwin M. Soriano
Title: Assistant Vice President
RI.F1.3219834-2

Acknowledgment
STATE OF DELAWARE )
)ss.
COUNTY OF NEW CASTLE )
On this 13 day of November, 2007, before me personally appeared
Erwin Soriano, who acknowledged himself to be an officer of the above Trustee, and that he, as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained as the free act and deed of said Trustee, and as his free act and deed as an officer of said Trustee.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public My commission expires:
ERIK E. OVERCASH Notary Public - State of Delaware
My Comm. Expires Aug. 14, 2009
RLFI-3219B34-2

EX-3.4

EXHIBIT 3.4

Execution Copy

APGO TRUST,

as Settlor,

and

WILMINGTON TRUST COMPANY,

as Owner Trustee, Administrative Trustee and Delaware Trustee

AMENDED AND RESTATED TRUST AGREEMENT

Dated as of January 31, 2011

ACAR LEASING LTD.

TABLE OF CONTENTS

		Page
ARTICLE I CREATION OF TRUST			1
SECTION 1.1.	Creation of Trust.		1
ARTICLE II TRUST ASSETS			3
SECTION 2.1.	Trust Assets.		3
SECTION 2.2.	Conveyance of Trust Assets.		4
ARTICLE III ACCEPTANCE BY TRUSTEES			4
SECTION 3.1.	Acceptance by Trustees.		4
ARTICLE IV BENEFICIAL INTERESTS IN TRUST			5
SECTION 4.1.	Designation of Series Interests.		5
SECTION 4.2.	Designation of Initial Series Interest		8
SECTION 4.3.	Allocation of Specified Assets; Series Servicing Agreements.		8
SECTION 4.4.	Form of Certificate; Registration of Certificates.		12
SECTION 4.5.	Mutilated, Destroyed, Lost or Stolen Certificates.		13
SECTION 4.6.	Filings; Ministerial Activities.		13
SECTION 4.7.	Enforcement of Lease Agreements		14
SECTION 4.8.	Termination of Prior Interests		14
ARTICLE V DUTIES AND POWERS OF TRUST AND TRUSTEES; TRUSTEE LIABILITY			15
SECTION 5.1.	Duties and Powers of Trustees; Limitations on Trust Activity.		15
SECTION 5.2.	Duty of Care.		16
SECTION 5.3.	Certain Matters Affecting the Trustees.		16
SECTION 5.4.	Trustees Not Liable for Certificates or Lease Agreements.		18
SECTION 5.5.	Indemnity of Trustees and Trust Agents.		19
SECTION 5.6.	Trustee’s Right Not to Act.		20
SECTION 5.7.	Doing Business in Other Jurisdictions.		20
ARTICLE VI APPOINTMENT, COMPENSATION AND REMOVAL OF TRUSTEES			20
SECTION 6.1.	Appointment of Trustees.		20
SECTION 6.2.	Qualification of Trustee.		21
SECTION 6.3.	Resignation or Removal of Trustees.		21
SECTION 6.4.	Successor Trustee.		21
SECTION 6.5.	Merger or Consolidation of Trustees.		22
SECTION 6.6.	Appointment of Co-Trustee, Separate Trustee or Nominee.		22
SECTION 6.7.	Representations and Warranties of Trustees.		23
SECTION 6.8.	Trustee’s Fees and Expenses.		24
SECTION 6.9.	No Petition.		25
SECTION 6.10.	Place of Business.		25

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ARTICLE VII ACCOUNTS		25
SECTION 7.1.	Accounts: Expenses.	25
SECTION 7.2.	Rebalancing After Third-Party Claim.	26
ARTICLE VIII DISSOLUTION		26
SECTION 8.1.	Dissolution of the Titling Trust.	26
ARTICLE IX MISCELLANEOUS PROVISIONS		27
SECTION 9.1.	Amendment.	27
SECTION 9.2.	Governing Law.	28
SECTION 9.3.	Notices.	28
SECTION 9.4.	Severability of Provisions.	28
SECTION 9.5.	Interpretive Provisions.	28
SECTION 9.6.	Separate Entity.	29

EXHIBITS

Exhibit A - Form of Certificate of Trust

Exhibit B - Form of Certificate

Exhibit C - Form of Series Designation Notice

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TRUST AGREEMENT

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 31, 2011 (as it may be further modified, supplemented or amended from time to time in accordance with its terms, this “Agreement”), relates to ACAR Leasing Ltd. (the “Titling Trust”) and is intended by the parties hereto to amend and restate the Trust Agreement, dated November 14, 2007 (the “Original Agreement”), among APGO Trust, a Delaware statutory trust, as Initial Beneficiary (as defined therein) and as settlor (in such capacity, the “Settlor”), and Wilmington Trust Company (“WTC”), a Delaware banking corporation, as UTI Trustee thereunder (as defined therein) and as Owner Trustee hereunder (in such capacity, the “Owner Trustee”), Administrative Trustee (in such capacity, the “Administrative Trustee”) and Delaware Trustee (in such capacity, the “Delaware Trustee”). Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings assigned thereto in Annex A to the Credit and Security Agreement, dated as of January 31, 2011, by and among the Titling Trust, as borrower, Wells Fargo Bank, National Association, as Administrative Agent and collateral agent, and AmeriCredit Financial Services, Inc. (“AmeriCredit”), as lender and servicer, as the same be amended from time to time.

WHEREAS, the Settlor, the Owner Trustee, the Administrative Trustee and the Delaware Trustee desire that the Titling Trust be the nominee holder of legal title to Trust Assets and that such acts or actions be taken as are consistent with such nominee status;

IN CONSIDERATION of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

CREATION OF TRUST

SECTION 1.1. Creation of Trust.

(a) Pursuant to the Original Agreement and the certificate of trust attached hereto as Exhibit A (the “Certificate of Trust”) and filed with the Delaware Secretary of State, the parties hereto created a statutory trust pursuant to Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq. (the “Statutory Trust Statute”), and it is the intention of the parties hereto that this Agreement continue such statutory trust and that this Agreement constitute the governing instrument of such statutory trust, which is known as ACAR Leasing Ltd. Pursuant to the Original Agreement, the Settlor created the Titling Trust and delivered to the Owner Trustee the sum of $1.00 to have and to hold, with such other Trust Assets as the Titling Trust may from time to time hold, for the benefit of the Certificateholder of the Certificates under the terms provided herein and the Certificate of Trust.

(b) The purposes of the Titling Trust are and the Titling Trust shall have the power and authority to:

(i) originate, take assignments and conveyances of, hold in trust and release its ownership interest in, the Trust Assets as nominee holder of legal title for the benefit of the related Certificateholder;

(ii) assign or otherwise transfer title to Trust Assets to, or to the order of, the Settlor or all Certificateholders of the related Series, as applicable;

(iii) borrow on a revolving or term basis or otherwise from AmeriCredit to finance the purchase of Lease Agreements and Leased Vehicles and enter into any agreements, instruments or other documents related to such borrowing arrangement;

(iv) at the direction of the Settlor, issue Certificates representing a separate Series Interest in the Titling Trust and the related Trust Assets in accordance with this Agreement and the related Series Designation Notice;

(v) at the direction of all Certificateholders of any Series, enter into Series Contracts with respect to the related Series Interest;

(vi) at the direction of all Certificateholders of any Series having the authority to do so pursuant to the related Series Designation Notice, issue one or more Series Trust Notes with respect to such Series, enter into the related Series Indenture and pledge any or all of the related Series Assets to secure such Series Trust Notes;

(vii) enter into agreements and transactions relating to, or in furtherance of, any Credit Enhancement;

(viii) perform its obligations under agreements, instruments or other documents to which it is a party;

(ix) engage in any of the other activities described or authorized in this Agreement or any amendment hereto;

(x) obtain all necessary licenses required under applicable law to accomplish the foregoing or activities that are incidental thereto or connected therewith;

(xi) engage in such other activities as may be necessary, convenient and advisable in connection with holding title to the Lease Agreements, Leased Vehicles and other Trust Assets, managing the Trust Assets and making distributions to the Certificateholder of Certificates and payments to any Series Trust Noteholders; and

(xii) engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith.

The Titling Trust shall not engage in any activity (i) other than the foregoing or other than as required by applicable law or the Trust Documents or are authorized by applicable law (to the extent necessary to accomplish the foregoing) or the Trust Documents, or (ii) that would cause the Titling Trust to (A) fail to meet any criteria set forth under any debt or financing arrangement of GMF, or its direct or indirect subsidiaries, that would exclude the Titling Trust from any requirement to guaranty such debt or financing arrangements, or (B) otherwise become liable for, any indebtedness or other obligation of or incurred by GMF or any of its direct or indirect subsidiaries.

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ARTICLE II

TRUST ASSETS

SECTION 2.1. Trust Assets.

The Titling Trust shall acquire from time to time the following assets (the “Trust Assets”):

(a) cash;

(b) Lease Agreements;

(c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by Lessees of any purchase options under the Lease Agreements, the proceeds of sale of the Leased Vehicles to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Series Servicer, with respect to the residual value of the Leased Vehicles or payments under any residual value insurance policy (the “Residual Proceeds”) and (ii) each Certificate of Title, which Certificate of Title shall reflect, as the owner of such Leased Vehicle, “ACAR Leasing Ltd.” or such other similar designation as may be acceptable to the applicable Registrar of Titles;

(d) all of the Settlor’s rights (but not its obligations) and all of the Titling Trust’s rights in each case with respect to any Lease Agreement or Leased Vehicle, including, without limitation, (i) the right to proceeds arising from all repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any Lease Agreement or Leased Vehicle, (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any Lease Agreement, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease Agreement;

(e) any Insurance Policies;

(f) any Security Deposit to the extent due the lessor under the related Lease Agreement in accordance with the terms of such Lease Agreement; and

(g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts,

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acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

SECTION 2.2. Conveyance of Trust Assets.

(a) The Settlor (i) shall, from time to time, and shall from time to time direct Dealers to, pursuant to the related Lease Agreements, assign to the Titling Trust or the Owner Trustee on behalf of the Titling Trust, in trust, Lease Agreements, Leased Vehicles and other Trust Assets and (ii) shall, from time to time, direct the Titling Trust to originate Lease Agreements and to take title and possession of such Lease Agreements, the related Leased Vehicles and the other related Trust Assets. In connection therewith, the Leased Vehicles will be titled in the name of the Titling Trust and the Owner Trustee shall accept such designation and, subject to the other terms of this Agreement, shall permit the related Certificates of Title to be issued in the name of the Titling Trust. Legal title to all Trust Assets shall be vested in the Titling Trust as a separate legal entity except to the extent otherwise specifically provided herein or in any other Trust Document or where applicable state law requires any Trust Asset to be vested otherwise, in which case the Owner Trustee shall, at the direction of the Settlor or the related Series Servicer, cause legal title to be held as required thereby.

(b) Lienholders may be identified on such Certificates of Title as permitted or required by any agreements entered into by the Titling Trust pursuant to Section 1.1(b).

(c) The Owner Trustee hereby accepts and agrees to hold in trust all Trust Assets conveyed to it hereunder, for the use and benefit of, and as nominee holder of legal title for, the Certificateholder and their respective successors and assigns.

ARTICLE III

ACCEPTANCE BY TRUSTEES

SECTION 3.1. Acceptance by Trustees.

(a) The Owner Trustee shall have the rights, powers and duties with respect to the Titling Trust and the Series Interests as are set forth herein. The Settlor hereby appoints Wilmington Trust Company, with its principal place of business in Wilmington, Delaware, as the Owner Trustee. The Owner Trustee does hereby accept such appointment and agrees to act as a trustee of the Titling Trust for the benefit of each Certificateholder, subject to the terms and conditions of this Agreement.

(b) The Administrative Trustee shall have only such rights, powers and duties as are specifically and expressly required by the Statutory Trust Statute and this Agreement. The Administrative Trustee hereby accepts such appointment.

(c) The Delaware Trustee shall have only such rights, powers and duties as are specifically and expressly required by the Statutory Trust Statute and this Agreement. The Delaware Trustee is appointed to serve as the trustee of the Titling Trust in the State of Delaware

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for the sole purpose of satisfying the requirement of Section 3807(a) of the Statutory Trust Statute that the Titling Trust have at least one trustee with a principal place of business in Delaware. It is understood and agreed by the parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the other Trustees. The duties of the Delaware Trustee shall be limited to (a) accepting legal process served on the Titling Trust in the State of Delaware and (b) executing any certificates required to be filed with the Secretary of State, which the Delaware Trustee is required to execute under Section 3811 of the Statutory Trust Statute. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Titling Trust, the Certificateholder or any other Person, it is hereby understood and agreed by the other parties hereto that such duties and liabilities are limited solely to the duties and liabilities of the Delaware Trustee expressly set forth in this Agreement. The Delaware Trustee hereby accepts such appointment.

(d) The Owner Trustee shall have the rights, powers and duties set forth in this Agreement with respect to the Trust Assets and the Series Assets of each Series. The Owner Trustee agrees to act as a trustee of the Trust for the benefit of the holders of all or part of the applicable Series, subject to the terms and conditions of this Agreement, upon receipt of a Series Designation Notice.

(e) The Owner Trustee, the Administrative Trustee and the Delaware Trustee may be the same Person.

ARTICLE IV

BENEFICIAL INTERESTS IN TRUST

SECTION 4.1. Designation of Series Interests.

(a) The Settlor, or AmeriCredit on behalf of the Settlor, may, in its sole discretion and at any time, direct the Administrative Trustee to designate a separate series of the Titling Trust, which will be a separate series of the Titling Trust as provided in Section 3806(b)(2) of the Statutory Trust Statute (each, a “Series Interest”) and determine which Trust Assets shall be allocated to such Series Interest (the “Series Assets”). In connection with the designation of a Series Interest pursuant to this SECTION 4.1(a), the Titling Trust will issue to, or to the order of, the Settlor one or more certificates in substantially the form of Exhibit B hereto, that at any time will collectively represent the entire Series Interest in the related Series Assets (each such certificate, a “Certificate” and all of the Certificates issued in connection with a Series Interest, a “Series”).

(b) At least one Business Day prior to the Series Issuance Date with respect to any Series Interest, the Settlor shall deliver to the Administrative Trustee and the Owner Trustee, a notice in substantially the form of Exhibit C hereto (the “Series Designation Notice”), setting forth the terms of the related Series Interest, including but not limited to:

(i) the date the related Series will be issued (the “Series Issuance Date”);

(ii) a schedule listing the Lease Agreements and Leased Vehicles initially allocated to the related Series Interest (a “Series Asset Schedule”);

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(iii) the Series Cutoff Date;

(iv) whether additional Lease Agreements and Leased Vehicles may be added to the Series Interest following the Series Issuance Date;

(v) whether Certificates of the related Series will be issued in a single Class or in more than one Class, with each Class having difference rights with respect to the related Series Assets;

(vi) if the Certificates of the related Series will be issued in more than one Class, the terms of each such Class;

(vii) the Persons to whom the Certificate(s) of the related Series will be issued; and

(viii) whether or not Series Trust Notes may be issued by the Titling Trust with respect to the related Series Interest.

(c) On the Series Issuance Date, the Titling Trust will issue the related Certificates to the Persons named in the Series Designation Notice. The Titling Trust will provide notice of each such issuance to the Administrative Trustee and the Administrative Trustee will record such issuance in the Certificate Register.

(d) All Trust Assets will be allocated to Series Interests, and no Trust Asset may at any time be allocated to more than one Series Interest; provided that more than one Series Interest may be a beneficiary of, or named as the loss payee or additional insured with respect to, any insurance policy.

(e) Separate and distinct records shall be maintained for each Series Interest and the assets of the Titling Trust, including the Series Assets allocated to any Series Interest, shall be held (directly or indirectly including through a nominee or otherwise) and accounted for separately from the Series Assets allocated to all other Series Interests, or the Titling Trust generally, if any. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any Series Interest or the related Series Assets or the assets of the Trust generally, if any, shall be enforceable against such Series Assets only or general assets of the Trust, if any, and not against the Titling Trust generally or the Series Assets allocated to any other Series Interest. Except to the extent required by law or specified in this Agreement, a Series Interest shall not be subject to claims, debts, liabilities, expenses or obligations arising from or with respect to any other Series Interest, any Trustee or the assets of the Trust generally, if any. No creditor or holder of a claim relating to the Series Assets allocated to a Series Interest shall be entitled to maintain any action against or recover any Series Assets allocated to any other Series Interest or the assets of the Trust generally, if any. Notice of this limitation on interseries liabilities and the limitation set forth in this Section 4.1(e) shall be set forth in the certificate of trust of the Titling Trust (whether originally or by amendment) as filed or to be filed with the Secretary of State pursuant to the Statutory Trust Statute, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Statutory Trust Statute relating to limitations on interseries liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Titling Trust, each Series Interest and the assets of the Trust generally, if any.

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(f) Any Certificateholder, assignee or pledgee of a Certificate shall be deemed, by virtue of the acceptance of such Certificate, assignment or pledge, to have to the fullest extent permitted by law (i) agreed, accepted and become bound by and subject to the non-petition covenant set forth in Section 6.9 and (ii) released and waived all claims against or with respect to any assets owned by the Trustees in their respective individual capacities and all of the Trust Assets other than the related Series Assets and proceeds therefrom and, in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against such released Trust Assets. Nothing contained herein shall be deemed to release or be a waiver by any party of any claim or right against the Settlor or the Settlor’s interest in respect of such a claim or right.

(g) Each Security, each Series Contract and each document entered into in connection with any Credit Enhancement will include a recitation limiting the obligation represented by such Security, Series Contract or Credit Enhancement to the Series Interest in connection with which the Security, Series Contract or Credit Enhancement was issued or entered into. Each Security, each Series Contract and each document entered into in connection with any Credit Enhancement will also include an acknowledgment and agreement by the holder thereof or the parties thereto, as the case may be, to the effect that if an Insolvency Event occurs with respect to the Titling Trust, any claim that such holder or party may seek to enforce at any time against the Titling Trust or the Series Assets of any Series Interest other than the Series Interest in connection with which such Security, Series Contract or Credit Enhancement was issued or entered into will be subordinate to the payment in full, including post-petition interest, of the claims of the holders of, or parties to, any Securities, Series Contract or Credit Enhancement related to such other Series Interest. In addition, each Certificate will include a recitation of the foregoing limitation with respect to any related Security, Series Contract or Credit Enhancement.

(h) Each Security, each Series Contract and each document entered into in connection with any Credit Enhancement will include a recitation that each holder of or party to such Security, Series Contract or Credit Enhancement irrevocably makes the election afforded to secured creditors by Section 1111(b)(1)(A)(i) of the Bankruptcy Code to receive the treatment afforded by Section 1111(b)(2) of the Bankruptcy Code with respect to any secured claim that such holder or party, as applicable, may have at any time against the Titling Trust or against any Series other than the Series Interest in connection with which such Security, Series Contract or Credit Enhancement was issued or entered into.

(i) Each Security, each Series Contract and each document entered into in connection with any Credit Enhancement will include a recitation that each holder of or party to such Security, Series Contract or Credit Enhancement will not to the fullest extent permitted by law file or join in filing any bankruptcy petition against the Titling Trust prior to the end of the period that is one year and one day after payment in full of all distributions to all Certificateholder, assignees or pledgees of Certificates and all Series Trust Noteholders and agree they will not cooperate with or encourage others to file a bankruptcy petition against the Titling Trust during the same period.

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SECTION 4.2. Designation of Initial Series Interest. The Settlor hereby directs the Administrative Trustee to designate (a) a separate series of Series Interest of the Titling Trust entitled the “Series CSA Interest” and (b) a separate series of Series Interest of the Titling Trust entitled the “Series 2011 Interest,” and shall deliver to the Administrative Trustee on the date hereof a Series Designation Notice for each such Series Interest setting forth the respective terms thereof. All Trust Assets in existence on the date on which the Series CSA Interest is created and pledged to the Collateral Agent under the Credit and Security Agreement will be deemed without further action to be allocated to the Series CSA Interest and all other Trust Assets in existence on the date on which the Series 2011 Interest is created (including any Trust Assets formerly allocated to the UTI Portfolio (as defined in the Original Agreement) pursuant to the Original Agreement) will be deemed without further action to be allocated to the Series 2011 Interest. Furthermore, all Trust Assets acquired after the date on which the Series CSA Interest and the Series 2011 Interest are created shall be allocated to the Series CSA Interest (and not the Series 2011 Interest), unless and until one or more subsequent Series Interests are created.

SECTION 4.3. Allocation of Specified Assets; Series Servicing Agreements.

(a) Holders Responsible for Servicing Series Assets. The Certificateholder of each Series, by accepting their respective Certificates, will be deemed to have acknowledged and agreed that the Certificateholder of such Series shall arrange for the administration, management and control of the Series Assets allocated to the related Series Interest. The Certificateholder of any one or more Series shall engage, or shall cause the Titling Trust to engage the Servicer or any other servicer (the Servicer or the other related servicer with respect to the related Series, the “Series Servicer”) to administer, manage and control the Series Assets allocated to the related Series Interest. The terms and conditions under which any Series Servicer will perform such functions will be set forth in a servicing agreement appointing such Series Servicer (a “Series Servicing Agreement”), which Series Servicing Agreement may relate to one or more Series Interests. The Titling Trust for the applicable Series will be a party to, or execute an acknowledgment and acceptance of, each such related Series Servicing Agreement and of the appointment of the related Series Servicer. The Certificateholder of any Series may assign to the related Series Servicer any or all of the rights of such Certificateholder under this Agreement and the related Certificates, including the rights granted to such Certificateholder under Section 4.3(c), to be exercised in connection with such related Series Servicer’s performance of its duties under the related Series Servicing Agreement, and the Titling Trust hereby consents to such assignment.

(b) Each such related Series Servicing Agreement shall specify various duties, powers, liabilities, obligations and compensation of the related Series Servicer with respect to the administration and servicing of those Series Assets as to which such Series Servicing Agreement applies, including, without limitation, Leased Vehicles and Lease Agreements. The Titling Trust may from time to time enter into one or more agreements (each, a “Nominee Agreement”) with any Person that the Settlor shall designate, such Person to serve as a nominee for the Titling Trust in any jurisdictions where the Titling Trust may not be named as owner on Certificates of Title.

(c) Rights of Certificateholders With Respect to Series Interests. The Certificateholder of any Series, subject to the rights of (A) any assignee or pledgee of the

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Certificates of such Series and (B) any Series Trust Noteholders of such Series and to the terms of the related Series Designation Notice, the related Series Servicing Agreement, any other related Series Contract, any document entered into in connection with any related Credit Enhancement or any other document to which the related Series Assets are subject, will have the exclusive right to administer, manage, and control the Series Assets of such Series, including the right to, at any time and for any reason:

(i) direct the Titling Trust to assign or otherwise transfer any related Series Assets to, or to the order of, such Certificateholder;

(ii) direct the Titling Trust to (A) retitle any Leased Vehicle allocated to the related Series Interest in the name such Certificateholder or any Person designated by such Certificateholder, (B) note a lien on the Certificate of Title therefor in the name of such Certificateholder or any Person designated by such Certificateholder, or (C) transfer possession of any related Certificate of Title to such Certificateholder or any Person designated by such Certificateholder free and clear of the interest of the Titling Trust.

(iii) receive or direct the application of all Collections on the related Series Assets, which Collections will be assets of such Certificateholder;

(iv) designate, remove and direct the actions of the related Series Servicer and specify the terms of the related Series Servicing Agreement in accordance with Section 4.3(a);

(v) direct the Titling Trust to accept assignment of title to Lease Agreements and Leased Vehicles (or instruct the related Series Servicer, as their agent, to so direct the Titling Trust) for allocation to the related Series Interest in accordance with Section 4.3(d);

(vi) direct the Titling Trust to reallocate any related Series Assets to a different Series Interest in accordance with Section 4.3(f); and

(vii) direct the Titling Trust to issue Series Trust Notes with respect to the related Series Interest and pledge any or all of the related Series Assets to secure such Series Trust Notes, subject to and in accordance with the terms of this Agreement and the related Series Designation Notice.

Such Certificateholder shall indemnify the Titling Trust, the Trustees and the related Series Servicer for, and hold the Titling Trust, the Trustees and such Series Servicer harmless against, any and all expenses, costs, liabilities, losses and claims incurred by any of them as a result of the actions taken by them in accordance with instructions from such Certificateholder pursuant to this Section 4.3(c), or the actions any designated transferee shall take or fail to take as the registered owner of the related Leased Vehicles or the owner of the related Trust Assets, including, without limitation, sales and transfer taxes and registration fees.

(d) Subsequent Addition of Series Assets. The Certificateholder of any Series, if additional Series Assets may be allocated to the related Series Interest following the Series Issuance Date as specified in the Series Designation Notice, will, or will cause the related Series

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Servicer to, provide notice to the Administrative Trustee in accordance with Section 4.3(h), which notice shall identify any Lease Agreements, Leased Vehicles or other assets that have been acquired or are to be acquired by the Titling Trust for allocation to such Series Interest and shall provide the following information with respect to any such assets:

(i) the Series Interest to which assets have been or are to be allocated;

(ii) the date on which such assets were or are to be acquired by the Titling Trust; and

(iii) the date as of which Collections on such assets will be allocated to such Series Interest.

Effective as of date on which such assets are acquired by the Titling Trust, such assets will be Series Assets allocated to the Series Interest set forth in the notice delivered to the Administrative Trustee pursuant to this Section 4.3(d).

(e) Assignment and Transfer of Series Assets from the Titling Trust. The Certificateholder of any Series will, or will cause the related Series Servicer to, provide notice to the Administrative Trustee in accordance with Section 4.3(h), which notice shall identify any related Series Assets that have been or are to be assigned or otherwise transferred from the Titling Trust and shall provide the following information with respect to such Series Assets:

(i) the Series Interest from which such Series Assets have been or are to be assigned or otherwise transferred;

(ii) the date on which such Series Assets were or are to be assigned or otherwise transferred; and

(iii) the date as of which Collections on such Series Assets will cease to be allocated to such Series Interest.

Effective as of the date specified in the notice delivered to the Administrative Trustee pursuant to this Section 4.3(e), the Series Assets identified therein will cease to be Trust Assets. The effectiveness of such notice will be subject to the rights of any related Series Trust Noteholders or any assignees or pledgees of the related Certificates.

(f) Reallocation of Series Assets from One Series Interest to Another. The Certificateholder of any Series will, or will cause the related Series Servicer to, provide notice to the Administrative Trustee in accordance with Section 4.3(h), which notice shall identify any related Series Assets that have been or are to be reallocated to another existing Series Interest and shall provide the following information with respect to such Series Assets:

(i) the Series Interest from which such Series Assets have been or are to be reallocated;

(ii) the Series Interest to which such Series Assets have been or are to be reallocated;

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(iii) the date on which such Series Asset were or are to be reallocated; and

(iv) the date as of which Collections on such Series Assets will be allocated to the Series Interest to which such Series Assets have been or are to be reallocated.

Effective as of the date specified in the notice delivered to the Administrative Trustee pursuant to this Section 4.3(f), the Series Assets identified therein will be reallocated to the Series Interest set specified therein. The effectiveness of such notice will be subject to the rights of any related Series Trust Noteholders or any assignees or pledgees of the related Certificates and such notice shall not be effective without the prior written consent of the Certificateholders of the Series to which such Series Assets are being reallocated.

(g) Identification of Assets. In identifying Lease Agreements, Leased Vehicles and other assets to be allocated, acquired, assigned, transferred or reallocated pursuant to Section 4.1(b) and Sections 4.3(d), (e) or (f), the Settlor or the Certificateholder of the related Series, as applicable, will identify:

(i) Lease Agreements by account number;

(ii) Leased Vehicles by vehicle identification number; and

(iii) any other Trust Assets by such description in such form that will permit the Administrative Trustee to identify such Trust Assets separately from any other Trust Assets.

(h) Reporting to Administrative Trustee. The Certificateholder (or the related Series Servicer on their behalf) shall provide written notice to the Administrative Trustee with respect to assets acquired, assigned, transferred, or reallocated pursuant to Sections 4.3(d), (e) and (f) at such times, in such manner and in such form as may be agreed to from time to time by such Certificateholder (or the related Series Servicer on their behalf) and the Administrative Trustee, which may include any Electronic Means (as defined below). The Trustees are hereby authorized to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods (“Electronic Methods”) by Persons believed by the Trustee to be authorized to give instructions and directions pursuant to this Agreement. The Trustees shall have no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorized to give instructions or directions, and the Trustees shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by any person as a result of such reliance upon or use of Electronic Methods to submit instructions and directions to a Trustee, including, without limitation, the risk of the Trustees taking unauthorized instructions, and the risk of interception and misuse by unauthorized persons.

(i) Certain Rights and Duties of the Administrative Trustee With Respect to Series Interests and Series Assets. In accordance with procedures set forth in the related Series Servicing Agreement, each Series Servicer (or, if no Series Servicer has been appointed with respect to a Series Interest, the Certificateholder of the related Series) will provide information with respect to the related Series Assets to the Administrative Trustee in detail sufficient to permit the Administrative Trustee to maintain on an ongoing basis adequate records with respect

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to the investments of the Certificateholder in the Titling Trust and to provide the Certificateholder with any information required pursuant to this Agreement. The Administrative Trustee has no responsibility for determining, monitoring or verifying the value or quality of any assets contributed to or held by the Titling Trust. The Administrative Trustee, upon receipt of all certificates, statements, opinions, reports, documents, orders, other instruments or property furnished to the Administrative Trustee that are required to be furnished pursuant to this Agreement, will examine them to determine whether they are on their face in the form required by this Agreement. If any such item is found on its face not to conform to the requirements of this Agreement in a material manner, the Administrative Trustee will take such action as it deems appropriate to have the item corrected by the related Series Servicer, and if the item is not corrected to the Administrative Trustee’s reasonable satisfaction by the related Series Servicer, the Administrative Trustee will provide notice thereof to the Settlor and to the applicable Certificateholder.

SECTION 4.4. Form of Certificate; Registration of Certificates.

(a) The Certificates shall be executed on behalf of the Titling Trust by manual or facsimile signature of an authorized officer of the Administrative Trustee. Certificates bearing a manual or facsimile signature of individuals who were, at the time when such a signature shall have been affixed, authorized to sign on behalf of the Administrative Trustee shall, when duly authenticated pursuant hereto, be validly issued and shall entitle the Certificateholder of such Certificate to the benefits of this Agreement, notwithstanding that such individuals or any of them shall cease to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. No Certificate shall entitle its Certificateholder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication, executed by the Administrative Trustee or an agent thereof, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder.

(b) The Administrative Trustee shall keep or cause to be kept at its Corporate Trust Office, or such other office as it shall designate, by written notice to the Settlor, a certificate register (the “Certificate Register”), in which, subject to such reasonable regulations as it may prescribe, the Administrative Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate, the Administrative Trustee shall execute, authenticate and deliver in the name of the designated transferee or transferees one or more new Certificates of the same type and proportionate beneficial interest dated the date of authentication by the Administrative Trustee. Each Certificate presented or rendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form reasonably satisfactory to the Administrative Trustee, duly executed by the Certificateholder of such Certificate or its attorney duly authorized in writing. Each Certificate surrendered for registration of transfer and exchange shall be canceled and subsequently disposed of by the Administrative Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of any Certificate, but the Administrative Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Prior to the due presentation of a Certificate for registration

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of transfer, the Administrative Trustee and each agent of the Administrative Trustee may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the owner of such Certificate for all purposes, and neither the Administrative Trustee nor any such agent shall be bound by any notice to the contrary. The Administrative Trustee shall furnish or cause to be furnished to each Series Servicer and the Settlor, within three (3) Business Days after receipt by the Administrative Trustee of request therefor, a list of the names and addresses of the Certificateholders.

(c) No interest in any Series Interest, Certificate or Series Asset shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Titling Trust would become a publicly traded partnership for purposes of the Internal Revenue Code of 1986, as amended (the “Code”). In no event shall there be more than ninety-five (95) Certificateholder, in the aggregate, at any point in time. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (a “Flow-Through Entity”), the interest in any Certificates owned by such Flow-Through Entity shall represent less than 50% of the value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or credit from the Certificates will be made among the beneficial owners of such Flow-Through Entity.

SECTION 4.5. Mutilated, Destroyed, Lost or Stolen Certificates.

If any mutilated Certificate is surrendered to the Administrative Trustee, or the Administrative Trustee receives evidence to its satisfaction of the mutilation, destruction, loss or theft of any Certificate, and there is delivered to the Administrative Trustee such security or indemnity as may be reasonably required by it to save it harmless, then the Administrative Trustee shall execute and authenticate, in lieu of such mutilated, destroyed, lost or stolen Certificate, a Certificate of the same type and proportionate beneficial interest bearing an identification number not contemporaneously outstanding, which shall constitute for all purposes a substitute for the original Certificate, which original Certificate shall be deemed canceled and shall be so marked on the books and records of the Administrative Trustee.

SECTION 4.6. Filings; Ministerial Activities.

(a) The Settlor, the Owner Trustee and the Administrative Trustee shall undertake all other and future actions and activities as may be deemed reasonably necessary by the related Series Servicer or any related Certificateholder to perfect (or evidence) and confirm the foregoing allocations of Trust Assets to the Series Interests, including filing or causing to be filed Uniform Commercial Code financing statements and executing and delivering any related filings, documents or writings hereunder or under the other Trust Documents or any Series Contract. The Settlor, the Owner Trustee and the Administrative Trustee each hereby revocably makes and appoints each Series Servicer, and any of their respective officers, employees or agents, as its true and lawful attorney-in-fact with respect to the related Series Assets and Series Interests (but only for so long as each such Series Servicer is acting in such capacity and which appointment is coupled with an interest and is revocable) with power to sign on behalf of the Settlor, the Owner Trustee and the Administrative Trustee any financing statements, continuation statements, security agreements, mortgages, assignments, affidavits, letters of authority, notices or similar documents necessary or appropriate to be executed or filed pursuant to this Section 4.6(a).

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(b) At the direction of a Series Servicer or the Certificateholder of any Series, the Settlor shall undertake the following ministerial activities: (i) apply for and maintain (or cause to be applied for and maintained) all licenses, permits and authorizations necessary or appropriate to carry on its duties as Settlor and the Administrative Trustee’s duties, respectively, hereunder in each jurisdiction that such Series Servicer or Certificateholder, as applicable, deem appropriate; (ii) file (or cause to be filed) in each jurisdiction that such Series Servicer or Certificateholder, as applicable, deem appropriate (A) notice reports and other required filings and (B) applications for Certificates of Title so as to cause the Titling Trust to be recorded as the holder of legal title of the Leased Vehicles (and execute and deliver to each Dealer a power of attorney sufficient to allow such Dealer to so record the Titling Trust, as the holder of legal title to such Leased Vehicles); (iii) to the extent that such Series Servicer or Certificateholder, as applicable, deem it necessary or useful to have an Administrative Lien recorded on Certificates of Title, file (or cause to be filed) in each jurisdiction that such Series Servicer or Certificateholder, as applicable, reasonably deems appropriate such applications as are necessary or appropriate to record upon each Certificate of Title an Administrative Lien in favor of an Administrative Lienholder; (iv) be the assignee of the related Dealer or other initial lessor with respect to the Lease Agreements in the event that the Titling Trust cannot be such assignee; and (v) pay (or cause to be paid) all applicable taxes and fees properly due and owing in connection with the Titling Trust’s and each Trustee’s activities under this Agreement and the other Trust Documents (other than taxes in respect of income earned by such Trustee). Such Series Servicer or Certificateholder, as applicable, shall pay, or make an advance to the related Trustee to pay, the costs and expenses of the foregoing, subject to reimbursement to the extent provided in a related Series Servicing Agreement.

SECTION 4.7. Enforcement of Lease Agreements. If in any enforcement suit or legal proceeding with respect to a Lease Agreement it is held that the related Series Servicer may not enforce such Lease Agreement on the ground that such Series Servicer is not a real party in interest or a Certificateholder that is entitled to enforce the Lease Agreement, the Titling Trust and the Certificateholders of the related Series, at the related Series Servicer’s expense and direction, will take steps to enforce the Lease Agreement, including bringing suit in its name or in the name of the related Certificateholder.

SECTION 4.8. Termination of Prior Interests. The Trustees and the Settlor hereby agree that upon execution of this Agreement and presentment and surrender of the UTI Certificate (as defined in the Original Agreement) by the Settlor to the Administrative Trustee and in consideration therefor, all securities issued and outstanding under the Original Agreement, including such UTI Certificate, shall automatically be deemed to be cancelled in accordance with the terms of the Original Agreement.

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ARTICLE V

DUTIES AND POWERS OF TRUST AND TRUSTEES;

TRUSTEE LIABILITY

SECTION 5.1. Duties and Powers of Trustees; Limitations on Trust Activity.

(a) Each Trustee undertakes to perform such duties, and only such duties, as are specified in this Agreement or any other Trust Document, or as it may be directed in writing to perform by the Settlor or the Certificateholder of any Series in a manner not contrary to the terms of this Agreement, from time to time, including, without limitation, in connection with (i) a borrowing arrangement described in Section 1.1(b)(iii) or any other contractual arrangement set forth in a Series Contract, (ii) sales or exchanges of Trust Assets to the extent permitted by the terms of this Agreement (so long as the Certificate of Title of any Leased Vehicle so sold or exchanged is amended to reflect the transfer of ownership thereof from the Titling Trust, unless applicable law permits the transfer of ownership of a motor vehicle without an amendment to the vehicle’s certificate of title) or (iii) activities ancillary to any of the foregoing.

(b) Except as provided in or otherwise expressly contemplated by this Agreement, any Series Contract or any Series Servicing Agreement, the Titling Trust shall not (i) issue beneficial or other interests in the Trust Assets or securities of the Titling Trust other than the Series CSA Interest, one or more Certificates or Series Trust Notes; (ii) borrow money on behalf of the Titling Trust; (iii) make loans or extend credit on behalf of the Titling Trust; (iv) underwrite securities; (v) offer securities in exchange for Trust Assets (other than Certificates and Series Trust Notes); (vi) have any employees; (vii) own any real property; or (viii) except for the acquisition of Trust Assets and agreements relating to any Credit Enhancement or any Series Contract, enter into any agreements or contracts.

(c) No Trustee shall take any action that to the actual knowledge of such Trustee would result in the Titling Trust becoming a publicly traded partnership for purposes of the Code.

(d) The Trustees may establish accounts and receive, maintain, invest and disburse funds in accordance with Part VII hereof and any Series Servicing Agreement.

(e) The Trustees and the Titling Trust shall have such powers as are necessary and appropriate to the conduct of their duties as set forth in this Agreement and the Series Servicing Agreements.

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SECTION 5.2. Duty of Care.

(a) No provision of this Agreement shall be construed to relieve any Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, its own bad faith, its own breach of its representations, warranties or covenants given in its individual capacity or its own willful misfeasance, or similar acts or omissions of any Trust Agent; provided, however, that:

(i) a Trustee shall not be personally liable for any action taken, suffered or omitted by it or any error of judgment, in each case, made in good faith by any officer of, or any other employee of the Corporate Trust Office of, such Trustee or any Trust Agent, including any vice-president, trust officer or any other officer of such Trustee or such Trust Agent customarily performing functions similar to those performed by such officers or to whom any corporate trust matter is referred because of such Person’s knowledge of or familiarity with the particular subject, unless it shall be proved that such Trustee or Trust Agent was grossly negligent or acted with willful misfeasance in performing its duties in accordance with the terms of this Agreement; and

(ii) a Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the express direction of the Settlor or the Certificateholder of any Series (in accordance with the terms of this Agreement or any Series Servicing Agreement or related documents) relating to the exercise of any trust power conferred upon such Trustee under this Agreement.

(b) Notwithstanding Section 5.2(a), a Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require a Trustee to perform, or be responsible for the manner or omission of performance of, any of the duties or obligations of a Series Servicer under any Series Servicing Agreement.

(c) Except for actions expressly authorized by this Agreement, a Trustee shall take no action as to which such Trustee has been notified in writing by the Settlor or the Certificateholder of any Series or as to which such Trustee has actual knowledge, that such action would impair the beneficial interests in the Titling Trust, or would impair the value of any Trust Asset.

(d) All information obtained by a Trustee regarding the administration of the Titling Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by such Trustee in confidence and shall not be disclosed to any other Person other than to any Trust Agent, the Settlor, any Series Servicer, any Certificateholder, assignee or pledgee of a Certificate or any Series Trust Noteholder, unless such disclosure is permitted by this Agreement or any other agreement contemplated hereby, is reasonably necessary or incidental to the Trustee’s discharge of its duties or exercise of its rights hereunder, is required by any applicable law or regulation or pursuant to subpoena (and such Trustee has provided notice thereof to the Settlor), or such information is already otherwise publicly available.

SECTION 5.3. Certain Matters Affecting the Trustees.

Except as otherwise provided in this Agreement:

(a) a Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, officer’s certificate, certificate of auditors or any other certificate, statement,

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instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. In particular, but without limitation, whenever in this Agreement or any Series Servicing Agreement or related documents it is provided that a Trustee shall receive or may rely on the instructions or directions of the Settlor, the Certificateholder of any Series, or any other Person, any written instruction or direction purporting to bear the signature of any officer of the Settlor, such Certificateholder or such Person, reasonably believed by it to be genuine, may be deemed by such Trustee to have been signed or presented by the proper party;

(b) a Trustee may consult with counsel, and any opinion of counsel shall be full and complete protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such opinion of counsel;

(c) a Trustee shall be under no obligation to exercise any of the discretionary rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of the Settlor, the Certificateholder of any Series, any other Person or any other beneficiary of the Titling Trust pursuant to the provisions of this Agreement, unless such requesting Person(s) shall have offered to such Trustee reasonable security or indemnity against the costs, expenses and liabilities that are reasonably likely to be incurred therein or thereby;

(d) a Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Settlor or the Certificateholder of any Series, provided, however, that if the payment within a reasonable time to such Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of such Trustee, not reasonably assured to such Trustee by the security afforded to it by the terms of this Agreement, such Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person(s) requesting such examination or, if paid by such Trustee, shall be reimbursed as an expense of the Titling Trust upon written demand; and

(e) a Trustee may execute any of the trusts or powers under this Agreement or perform any duties under this Agreement either directly or by or through agents or attorneys or one or more custodians and the Trustee shall not be liable for the acts or omissions of any agent or attorney selected by the Trustee in good faith with reasonable care. A Trustee may delegate its duties and responsibilities hereunder to a sub-trustee and may from time to time enter into one or more agency agreements (each a “Trust Agency Agreement”) with such Person or Persons, including, without limitation, any Affiliate of such Trustee (each a “Trust Agent”), as are by experience and expertise qualified to act in a trustee capacity and otherwise acceptable to the Settlor. A Trustee shall provide seven (7) days prior written notice to the Settlor of any such Trust Agency Agreement. Notwithstanding the foregoing, a Trustee shall replace any Trust Agent if (i) in the good faith judgment of the Settlor, the compensation or level of service of such Trust Agent shall no longer be reasonably competitive with those of any alternative agent reasonably proposed by the Settlor or (ii) if the Trust Agent has materially breached its obligations under the Trust Agency Agreement and the Settlor has given written notice to such

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Trustee and the Trust Agent of such breach, and the Trust Agent has not cured such breach in all material respects within fifteen (15) Business Days thereafter. Such Trust Agency Agreement shall specify the duties, powers, liabilities, obligations and compensation of such Trust Agent(s) to carry out on behalf of such Trustee any or all of its obligations as Trustee of the Titling Trust arising under this Agreement or otherwise and shall contain a non-petition covenant substantially identical to that set forth in Section 6.9; provided, however, that nothing contained in any Trust Agency Agreement shall excuse, limit or otherwise affect any power, duty, obligation, liability or compensation otherwise applicable to such Trustee hereunder. The Titling Trust shall pay such amount to the Trust Agent as reasonable compensation for its services and shall provide such reimbursement of expenses as are separately agreed by such Trustee, the Settlor and the Trust Agent. Notwithstanding anything to the contrary herein, in no event shall any Nominee Agreement be deemed to be a Trust Agency Agreement, or any Series Servicer or any Affiliate thereof or any Person referred to in the second sentence of Section 4.3(b) be deemed to be a Trust Agent.

SECTION 5.4. Trustees Not Liable for Certificates or Lease Agreements.

A Trustee shall have no obligation to perform any of the duties of the Settlor or any Series Servicer unless explicitly set forth in this Agreement or any Series Servicing Agreement. A Trustee shall at no time have any responsibility or liability for or with respect to (a) the validity or sufficiency of this Agreement (except as set forth in Section 6.7) or the due execution hereof by the Settlor or the legality, validity and enforceability of any security interest in any Trust Asset; (b) the perfection or priority of such a security interest or the maintenance of any such perfection and priority; (c) the efficacy of the Titling Trust or its ability to generate the payments to be distributed to the Certificateholder, including, without limitation, the existence, condition, location and ownership of any Trust Asset; (d) the existence and enforceability of any Insurance Policy; (e) the existence and contents of any Lease Agreement or any computer or other record thereof; (f) the validity of the assignment of any Trust Asset to the Titling Trust or of any intervening assignment; (g) the completeness of any Lease Agreement; (h) the performance or enforcement of any Lease Agreement; (i) the compliance by the Settlor or any Series Servicer with any covenant or the breach by the Settlor or any Series Servicer of any warranty or representation in any document and the accuracy of any such warranty or representation prior to such Trustee’s receipt of notice or other discovery of any noncompliance therewith or any breach thereof; (j) any investment of monies by any Series Servicer or any loss resulting therefrom (it being understood that such Trustee shall remain responsible for any Trust Assets that it may hold); (k) the acts or omissions of the Settlor, any Dealer, the Settlor, any Series Servicer, any Lessee or any other Person under, or in connection with the origination of, any Lease Agreement; (l) any action of any Series Servicer or any other Person taken in the name of such Trustee or the acts or omissions of any Series Servicer or any other Person under any Series Servicing Agreement or any other agreement contemplated hereby or thereby; (m) any action by such Trustee taken at the instruction of the Settlor, the Certificateholder of any Series, any Series Servicer or any other Person or pursuant to Section 5.3(a); or (n) the preparation, execution or filing of any document or report with the Securities and Exchange Commission or any state securities commission or agency; provided, however, that the foregoing shall not relieve any Trustee of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the failure of a Trustee to perform its duties (i) under this Agreement to authenticate and deliver Certificates at the request of the Settlor, or (ii) as set forth

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in Sections 6.9 and 6.10, or based on a Trustee’s or any Trust Agent’s willful misconduct, bad faith or gross negligence, no recourse shall be had against the Person or institution serving as a Trustee in its individual capacity for any claim based on any provision of this Agreement or any Series Servicing Agreement, or any Trust Asset or assignment thereof. A Trustee shall not be accountable for the use or application by any Certificateholder of the proceeds of the related Certificates, or for the use or application of any funds properly paid to any Series Servicer pursuant to any Series Servicing Agreement.

SECTION 5.5. Indemnity of Trustees and Trust Agents.

(a) Each Trustee and any Trust Agent shall be indemnified and held harmless (but only out of and to the extent of the Trust Assets with respect to any loss, liability or expense, including reasonable attorneys’ and other professionals’ fees and expenses (collectively “Trustee Claims”), arising out of or incurred in connection with (i) any of the Trust Assets (including, without limitation, any Trustee Claims relating to Lease Agreements, Leased Vehicles, consumer fraud, consumer leasing act violations, misrepresentation, deceptive and unfair trade practices, and any other claims arising in connection with any Lease Agreement, personal injury or property damage claims arising with respect to any Leased Vehicle or any claim with respect to any tax arising with respect to any Trust Asset) or (ii) such Trustee’s or Trust Agent’s acceptance or performance of the trusts and duties contained in this Agreement or any Trust Agency Agreement, with any allocation of such indemnification among the Trust Assets to be made as provided for in Section 7.1(b) hereof, provided, however, that neither a Trustee nor any Trust Agent shall be indemnified or held harmless out of the Trust Assets as to any Trustee Claim (i) for which the Settlor, a Series Servicer or any of their respective Affiliates shall be liable and shall have paid pursuant to this Agreement or a Series Servicing Agreement, (ii) incurred by reason of such Trustee’s or such Trust Agent’s willful misfeasance, bad faith or gross negligence, or (iii) incurred by reason of such Trustee’s breach of its respective representations and warranties pursuant to any Series Servicing Agreement or of Section 6.7 of this Agreement.

(b) To the extent that the Trust Assets are insufficient to satisfy any claim of indemnification as provided in Section 5.5(a), AmeriCredit hereby agrees, whether or not any of the transactions contemplated by this Agreement shall be consummated, to assume liability for, and hereby indemnifies, protects, saves and keeps harmless the Trustees and each of their officers, directors, successors, assigns, legal representatives, agents, Affiliates and servants (each a “Titling Trust Agreement Indemnified Person”), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including, without limitation, reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against a Titling Trust Agreement Indemnified Person (whether or not also indemnified against by any other person) in any way relating to or arising out of the creation, operation or termination of the Titling Trust, subject to the proviso of the last sentence of Section 5.5(a). The indemnities contained in this Section 5.5(b) shall survive the termination of this Agreement or the termination or resignation of any of the Trustees. In case any such action, investigation or proceeding shall be brought involving a Titling Trust Agreement Indemnified Person, AmeriCredit shall assume and control the defense thereof, including the employment of counsel and the payment of all expenses. If AmeriCredit has assumed control of the defense of any action, investigation or proceeding, the Titling Trust Agreement Indemnified Person shall have

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the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof at the Titling Trust Agreement Indemnified Person’s expense, unless: (i) AmeriCredit and such Titling Trust Agreement Indemnified Person agree on the retention of such counsel at AmeriCredit’s expense or (ii) the named parties to any such proceeding (including any impleaded parties) include both AmeriCredit and such Titling Trust Agreement Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that AmeriCredit shall not, in respect of the legal expenses of any Titling Trust Agreement Indemnified Person in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for all such Titling Trust Agreement Indemnified Persons. AmeriCredit shall not be liable for any settlement of any proceeding effected without its written consent.

SECTION 5.6. Trustee’s Right Not to Act.

Notwithstanding anything to the contrary contained herein, a Trustee shall have the right to decline to act in any particular manner otherwise provided for herein if such Trustee, being advised in writing by counsel, determines that such action may not lawfully be taken, or if such Trustee in good faith shall determine that such action would be illegal or subject such Trustee to personal liability.

SECTION 5.7. Doing Business in Other Jurisdictions.

Notwithstanding anything contained herein to the contrary, neither a Trustee Bank nor the related Trustee shall be required to take any action in any jurisdiction other than in the State of its incorporation or any State in which it is qualified to do business (each, a “State of Qualification”) if the taking of such action may (i) require the consent, approval, authorization or order of, or the giving of notice to, or the registration with, or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than a State of Qualification; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof, other than a State of Qualification, becoming payable by the Trustee Bank or (iii) subject the Trustee Bank to personal jurisdiction in any jurisdiction other than a State of Qualification for causes of action arising from acts unrelated to the consummation of the transactions by such Trustee Bank or the related Trustee, as the case may be, contemplated hereby. In the event that a Trustee does not take any action because such action may result in the consequences described in the preceding sentence, such Trustee will appoint an additional trustee pursuant to Section 6.6 to proceed with such action.

ARTICLE VI

APPOINTMENT, COMPENSATION AND REMOVAL OF TRUSTEES

SECTION 6.1. Appointment of Trustees.

Wilmington Trust Company, with its principal place of business in Wilmington, Delaware is hereby designated as Owner Trustee, Administrative Trustee and Delaware Trustee.

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SECTION 6.2. Qualification of Trustee.

Except as otherwise provided in this Agreement, each Trustee under this Agreement shall at all times be (a) a bank or trust company organized under the laws of the United States or one of the fifty states of the United States or the District of Columbia, (b) in the case of each Trustee other than the Delaware Trustee, have capital and surplus of at least $50,000,000, and (c) in the case of the Delaware Trustee only, have a principal place of business, in the State of Delaware. Any Trustee need not meet the qualifications set forth in clause (a) above if such Trustee has appointed a Trust Agent that meets such qualifications.

SECTION 6.3. Resignation or Removal of Trustees.

(a) A Trustee may at any time resign by giving thirty (30) days prior written notice to the Settlor and each Certificateholder. Upon receiving the notice of resignation, the Settlor shall promptly appoint a successor Trustee who meets the eligibility requirements set forth in Section 6.2 by written instrument.

(b) If at any time:

(i) a Trustee shall cease to be qualified in accordance with Section 6.2;

(ii) any representation or warranty made by a Trustee Bank pursuant to Section 6.7 shall prove to have been untrue in any material respect when made;

(iii) a Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of a Trustee or of its property shall be appointed, or any public officer shall take charge or control of a Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or

(iv) the Settlor otherwise desires, in its sole discretion, to remove and replace any Trustee,

then such Trustee may be removed upon written notice by the Settlor. If a Trustee resigns or is removed under the authority of the immediately preceding sentence, the Settlor shall promptly appoint a successor Trustee by written instrument, in duplicate, a copy of which instrument shall be delivered to the Trustee so removed, each Series Servicer, each Certificateholder, and the successor Trustee, together with payment of all amounts owed to the outgoing Trustee.

(c) Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this part shall not become effective until acceptance of appointment by the successor Trustee.

SECTION 6.4. Successor Trustee.

Any successor Trustee appointed as provided in SECTION 6.1 shall execute, acknowledge and deliver to each Series Servicer, the Settlor, each Certificateholder and to its predecessor Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such

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successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as the applicable Trustee. The predecessor Trustee shall deliver to the successor Trustee all documents and statements held by it under this Agreement, and the Settlor, the Certificateholder and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section 6.4 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 6.2.

SECTION 6.5. Merger or Consolidation of Trustees.

(a) Any entity (i) into which a Trustee may be merged or consolidated, (ii) which may result from any merger, conversion, or consolidation to which a Trustee shall be a party, or (iii) which may succeed to all or substantially all of the corporate trust business of a Trustee, which entity, if requested by the Settlor, executes an agreement of assumption to perform every obligation of such Trustee under this Agreement, shall be the successor of such Trustee hereunder, provided such entity shall be eligible pursuant to Section 6.2, without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

(b) Upon the happening of any of the events described in Section 6.3, 6.4 or 6.5(a), the successor Trustee shall, to the extent required by Delaware law, cause an amendment to the Titling Trust’s certificate of trust to be filed with the Secretary of State, in accordance with the provisions of Section 3810 of the Statutory Trust Statute, indicating the change with respect to such Trustee’s identity.

SECTION 6.6. Appointment of Co-Trustee, Separate Trustee or Nominee.

(a) Notwithstanding any other provision of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any Trust Asset may at the time be located, the related Series Servicer and a Trustee, acting jointly, shall have the power to execute and deliver all instruments to appoint one or more Persons approved by such Series Servicer and Trustee to act as co-trustee, jointly with such Trustee, or as a separate trustee or nominee, of all or any part of the Titling Trust, and to vest in such Person, in such capacity and for the benefit of the related Certificateholder and their permitted assignee(s), such title to the Trust Assets, or any part thereof, and, subject to the other provisions of this Section 6.6, such powers, duties, obligations, rights and trusts as such Persons may consider necessary or desirable. No co-trustee, separate trustee, or nominee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 6.2, except that no co-trustee, separate trustee or nominee under this Agreement may be the Settlor or any Affiliate thereof.

(b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the applicable Trustee shall be conferred upon and exercised or performed by such Trustee

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and such separate trustee and co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without such Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as a Trustee under this Agreement or as successor to any Series Servicer under this Agreement or any Series Servicing Agreement), such Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Titling Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of such Trustee;

(ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(iii) the Settlor and the applicable Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to a Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Section 6.6. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with a Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, such Trustee. Each such instrument shall be filed with such Trustee and a copy thereof given to each Series Servicer.

Any separate trustee or co-trustee may at any time appoint the applicable Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts relating to this Agreement and the Trust Assets shall vest in and be exercised by the applicable Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Agreement, the appointment of any separate trustee or co-trustee shall not relieve the applicable Trustee of its obligations and duties under this Agreement.

SECTION 6.7. Representations and Warranties of Trustees.

Each Trustee Bank hereby makes the following representations and warranties as of the date hereof, and the Trustee Bank shall be deemed to remake the following representations and warranties upon each designation of a new Series Interest at the direction of the Settlor, on which the Certificateholder, each of their permitted assignees and pledgees, and the Settlor may rely:

(a) Organization and Good Standing. The Trustee Bank is a banking corporation or association duly organized, validly existing and in good standing under the law of its jurisdiction of organization;

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(b) Power and Authority. The Trustee Bank has full power, authority and right to execute, deliver and perform its obligations under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement;

(c) Due Execution. This Agreement has been duly executed and delivered by the Trustee Bank, and is a legal, valid and binding instrument enforceable against the Trustee Bank in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(d) No Conflict. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default (with notice or passage of time or both) under any provision of any law, governmental rule or regulation, judgment, decree or order binding on the Trustee or the articles of association or by-laws of the Trustee Bank or any provision of any mortgage, indenture, contract, agreement or other instrument to which the Trustee is a party or by which it is bound; and

(e) Location of Records. The office where the Administrative Trustee keeps its records concerning the transactions contemplated hereby is located at its Corporate Trust Office.

SECTION 6.8. Trustee’s Fees and Expenses.

To the extent not paid by the related Series Servicer pursuant to a Series Servicing Agreement or directly to such Trustee by AmeriCredit or an Affiliate of AmeriCredit, each Trustee shall be paid out of Trust Assets reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and reimbursement of all reasonable expenses (including, without limitation, reasonable attorneys’ fees), as may be agreed upon in writing among the related Series Servicer, the Settlor and such Trustee, for all services rendered by it in the execution of the Titling Trust and in the exercise and performance of any of the powers and duties under this Agreement; provided, however, that (x) to the extent that an expense of a Trustee shall be incurred or suffered with respect to a discrete Trust Asset or group of Trust Assets (including, without limitation, contract, tort or tax claims relating to one or more specific Lease Agreements or Leased Vehicles) (each an “Affected Trust Asset” and collectively, the “Affected Trust Assets”), each Certificateholder relating to a Series Interest with respect to which such Affected Trust Assets are allocated (pro rata in the ratio of the aggregate value of those Affected Trust Assets allocated to each Certificate held by such Certificateholder as recorded on the books of the Titling Trust to the aggregate value of all Affected Trust Assets), shall bear in full the burden of such Trustee expense, but (y) to the extent that any such expense of a Trustee shall be incurred or suffered with respect to the Trust Assets generally, all Certificateholders shall bear the burden of such Trustee expenses on a pro rata basis in the ratio of the aggregate value of Trust Assets allocated

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to each Certificate, as each is recorded on the books of the Titling Trust, to the total value of all Trust Assets. Any pro rata allocation of an expense or liability among one or more Certificateholders shall be made in good faith and so as not to disproportionately affect any Series Interest.

SECTION 6.9. No Petition.

(a) To the fullest extent permitted by law, each of the Trustees, the Settlor, each Certificateholder, assignee or pledgee of a Certificate and each holder of a Security covenants and agrees that, notwithstanding any prior termination of this Agreement, prior to the date which is one year and one day after the payment in full of distributions to all Certificateholder, assignees or pledgees of Certificates and all holders of Securities pursuant to this Agreement and the related Securities, as applicable, it shall not acquiesce, petition or otherwise invoke or cause the Titling Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Titling Trust under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Titling Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Titling Trust. This Section 6.9 shall survive the termination of this Agreement or the resignation or removal of such Trustee under this Agreement.

(b) No bankruptcy, reorganization arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy, insolvency or similar law shall be instituted or joined in by the Titling Trust without the unanimous consent of the Administrative Trustee and the Certificateholder hereunder. The Administrative Trustee shall not so consent unless directed to do so by all of the Certificateholder.

SECTION 6.10. Place of Business.

At all times, either the Delaware Trustee or a co-trustee hereunder shall be a resident of, or have a principal place of business in, the State of Delaware.

ARTICLE VII

ACCOUNTS

SECTION 7.1. Accounts: Expenses.

(a) The Trustee may establish and maintain such bank accounts as may be directed in writing by the Settlor (collectively, the “Trustee Accounts”). Any Series Servicer may make deposits into and make disbursements from the Trustee Accounts in accordance with the terms and provisions of this Agreement, any Series Servicing Agreement or any other Series Contract.

(b) To the extent not paid by the related Series Servicer pursuant to a Series Servicing Agreement or directly to such Trustee by AmeriCredit or an Affiliate of AmeriCredit, all Trust expenses shall be paid out of the Trust Assets, including, without limitation, (i) any reimbursement due to any Series Servicer for payments from its own operating accounts in order to fund any advances made by such Series Servicer, with the consent of the applicable Trustee

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(to be given only at the direction of the Settlor), with respect to any Lease Agreement or Leased Vehicle, (ii) Servicing Fees (and expenses, if any, not covered by the Servicing Fee under any Series Servicing Agreement), (iii) Trustee fees and expenses and (iv) other Trust expenses, if any; provided, however, that (x) to the extent that an expense or liability of a Trustee or the Settlor shall be incurred or suffered with respect to a discrete Trust Asset or group of Trust Assets (including, without limitation, contract, tort or tax claims relating to one or more specific Lease Agreements or Leased Vehicles) (each an “Affected Trust Asset” and collectively, the “Affected Trust Assets”), each Certificateholder relating to a Series Interest with respect to which such Affected Trust Assets are allocated (pro rata in the ratio of the aggregate value of those Affected Trust Assets allocated to each Certificate held by such Certificateholder as recorded on the books of the Titling Trust to the aggregate value of all Affected Trust Assets), shall bear in full the burden of such Trustee or the Settlor expense or liability, but (y) to the extent that any such expense or liability of a Trustee or the Settlor shall be incurred or suffered with respect to the Trust Assets generally, all Certificateholders shall bear the burden of such Trust expenses or liabilities on a pro rata basis in the ratio of the aggregate value of Trust Assets allocated to each Certificate, as each is recorded on the books of the Titling Trust, to the total value of all Trust Assets. Any pro rata allocation of an expense or liability among one or more Certificateholders shall be made in good faith and so as not to disproportionately affect any Series Interest.

(c) All or a portion of the funds deposited into each Trustee Account shall be separately invested by the Administrative Trustee from time to time at the written direction of the Settlor or the applicable Series Servicer, as its designee, all as specified in the applicable Series Servicing Agreement. No Trustee shall have any liability for any losses or changes in value of such investments.

SECTION 7.2. Rebalancing After Third-Party Claim.

To the extent that a third-party claim against Trust Assets is satisfied out of Trust Assets in proportions other than as provided in Section 7.1(b), then, notwithstanding anything to the contrary contained herein, the Trustee shall promptly request the Series Servicers and the Settlor to identify and reallocate the remaining Trust Assets among each so that each shall bear the expense of the third party claim as nearly as possible as if the burden of such claim had been allocated as provided in Section 7.1(b).

ARTICLE VIII

DISSOLUTION

SECTION 8.1. Dissolution of the Titling Trust.

(a) The Titling Trust shall dissolve upon the unanimous written agreement of all Certificateholders. Upon the dissolution of the Titling Trust, its affairs shall be wound up and its property liquidated. Thereafter, after paying or making reasonable provision to pay its liabilities in accordance with Section 3808 of the Statutory Trust Statute, the Delaware Trustee upon written instruction of the Settlor shall cause the Titling Trust’s certificate of trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute and the Titling Trust shall terminate. The Settlor shall be responsible for winding up the affairs of the Titling Trust.

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(b) Any Series Interest shall dissolve upon the unanimous written agreement of all related Certificateholders. Any Series Interest established in accordance with this Agreement may be dissolved and its affairs wound up without causing the dissolution of the Titling Trust or any other Series Interest thereof. The dissolution, winding up, liquidation or termination of the Titling Trust or any Series Interest thereof shall not affect any limitation of liability with respect to a Series Interest established in accordance with this Agreement, the Certificate of Trust or Section 3804(a) of the Statutory Trust Statute. The death, incapacity, dissolution, termination or bankruptcy of a beneficial owner of any Series Interest shall not result in the termination or dissolution of such Series Interest and such Series Interest may not be terminated or revoked by a beneficial owner of such Series Interest or other person except in accordance with the terms of this Agreement.

(c) The Series Servicer and any other persons who under this Agreement are responsible for winding up the affairs of any Series Interest may, in the name of the Titling Trust and for and on behalf of the Titling Trust and such Series Interest, take all actions with respect to such Series Interest as are permitted under Section 3808 of the Statutory Trust Statute and shall provide for the claims and obligations of such Series Interest and distribute the related Series Assets as provided under Section 3808 of the Statutory Trust Statute. Any Person, including any Trustee, who under this Agreement is responsible for winding up the affairs of such Series Interest who has complied with Section 3808(e) of the Statutory Trust Statute shall not be personally liable to the claimants of the dissolved Series Interest by reason of such Person’s actions in winding up such Series Interest.

ARTICLE IX

MISCELLANEOUS PROVISIONS

SECTION 9.1. Amendment.

Any amendment of this Agreement shall require a written agreement between the Settlor, the Administrative Trustee, the Owner Trustee and the Delaware Trustee, but only if the duties, obligations, rights, or privileges of the Delaware Trustee are affected by such amendment (entered into by the Owner Trustee, the Administrative Trustee and, if applicable, the Delaware Trustee, in each case, at the written direction of the Settlor); provided, however, that if any Certificateholders, assignees or pledgees of any Certificates, any Series Trust Noteholders or the holders of the obligations, instruments or securities issued in connection with any Series Contracts would be materially and adversely affected by such amendment, the Certificateholder of the related Series must provide their prior written consent to such amendment; provided, further, that any such amendment may not be made if it would cause the Titling Trust to become a publicly traded partnership taxable for purposes of the Code. Prior to the execution of any amendment to this Agreement, a Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent, if any, to such execution and delivery have been satisfied. A Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects such Trustee’s own rights, duties or immunities under this Agreement or otherwise.

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SECTION 9.2. Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 9.3. Notices.

All demands, notices and communications under this Agreement shall be in writing and shall be delivered or mailed by registered or certified first class United States mail, postage prepaid, return receipt requested; hand delivery; prepaid courier service; or telecopier, and addressed in each case as follows: (a) if to the Settlor, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, Facsimile: (302) 636-4140, with copies to AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer; (b) if to the Owner Trustee, Delaware Trustee or Administrative Trustee, 1100 North Market Street, Wilmington, Delaware 19890, Facsimile: (302) 636-4140; or at such other address as shall be designated by the Owner Trustee, Delaware Trustee or Administrative Trustee in a written notice to the other parties hereto (the “Corporate Trust Office”).

SECTION 9.4. Severability of Provisions.

If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of any Security or the rights of the holders thereof.

SECTION 9.5. Interpretive Provisions.

(a) All terms defined in this Agreement shall have the defined meanings when used in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) As used in this Agreement, in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such instrument, certificate or other document, and accounting terms partly defined in this Agreement or in any such instrument, certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect on the date of this Agreement or any such instrument, certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such instrument, certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such instrument, certificate or other document shall control.

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(c) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, Schedule and Exhibit references contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall mean “including without limitation.”

(d) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(e) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

SECTION 9.6. Separate Entity.

The Trustees and the Settlor shall in all transactions with third parties hold the Titling Trust out as a separate entity from the Settlor and any Affiliate of the Settlor.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and the year first above written.

APGO TRUST,
as Settlor
By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
By:	/s/ Jessica L. Williams
Name:	Jessica L. Williams
Title:	Authorized Signer
WILMINGTON TRUST COMPANY,   as Delaware Trustee
By:	/s/ Jessica L. Williams
Name:	Jessica L. Williams
Title:	Authorized Signer
WILMINGTON TRUST COMPANY,   as Owner Trustee
By:	/s/ Jessica L. Williams
Name:	Jessica L. Williams
Title:	Authorized Signer
WILMINGTON TRUST COMPANY,   as Administrative Trustee
By:	/s/ Jessica L. Williams
Name:	Jessica L. Williams
Title:	Authorized Signer

Acknowledged and accepted:
solely with respect to Section 5.5:
AMERICREDIT FINANCIAL SERVICES, INC.,
By:	/s/ Susan B. Sheffield
Name:	Susan B. Sheffield
Title:	Executive Vice President, Structured Finance

[Signature Page to the Titling Trust Agreement]

EXHIBIT A

CERTIFICATE OF TRUST OF

ACAR LEASING LTD.

[Filed Certificate of Trust to be attached]

A-1

EXHIBIT B

[FORM OF CERTIFICATE]

ACAR LEASING LTD.

SERIES [                ] CERTIFICATE

No. 1

THIS CERTIFIES THAT [                    ] is the registered owner of a nonassessable, fully-paid, [    ]% interest in the Series Assets of the Series [                    ] Interest of ACAR Leasing Ltd. (the “Trust”).

This Certificate does not represent an interest in or obligation of AmeriCredit Financial Services, Inc., APGO Trust, Wilmington Trust Company or any of their respective Affiliates, except to the extent described below.

This Certificate evidences an interest in ACAR Leasing Ltd. and will be a security for purpose of Article 8 of the Uniform Commercial Code.

The Titling Trust is a Delaware trust governed by the Amended and Restated Trust Agreement, dated as of January 31, 2011 (the “Trust Agreement”), among APGO Trust, as Settlor, and Wilmington Trust Company, as Owner Trustee, Administrative Trustee and Delaware Trustee. Capitalized terms used by not defined in this Certificate are defined in the Trust Agreement.

This Certificate is one of a duly authorized Series of Certificates and is issued under and is subject to the Trust Agreement.

Any rights of the Certificateholder are limited to the related Series Assets and the related Series Interest (and will include the right to receive or direct the application of all Collections on the related Series Assets pursuant to Section 4.3(c) of the Trust Agreement). If an Insolvency Event occurs with respect to the Titling Trust, any claim that the Certificateholder may seek to enforce against the Titling Trust or the Series Assets allocated to any Series Interest of the Titling Trust other than the Series Interest represented by this Certificate will be subordinate to the payment in full, including post-petition interest, of the claims of the holders of any Securities related to the Series Assets allocated to such other Series Interests of the Titling Trust.

To the fullest extent permitted by law, the Certificateholder, by acceptance of this Certificate, covenants that for a period of one year and one day after payment in full of all distributions to all Certificateholders, assignees or pledgees of Certificates and holders of Securities pursuant to the Trust Agreement and the related Securities, it will not institute against, or join any Person in instituting against, the Titling Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding, under the laws of the United States or any state of the United States.

B-1

This Certificate may be transferred only in accordance with the Titling Trust Agreement.

THIS CERTIFICATE WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT WILL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Unless this Certificate is executed by an authorized officer of the Administrative Trustee, this Certificate will not entitle the Certificateholder thereof to any benefit under the Trust Agreement or be valid for any purpose.

B-2

IN WITNESS WHEREOF, the Administrative Trustee, on behalf of the Titling Trust and not in its individual capacity, has caused this Certificate to be duly executed.

Dated:                     

ACAR LEASING LTD.,
By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Administrative Trustee
By:
Name:
Title:

B-3

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates of Series [                    ] designated above and referred to in the Trust Agreement.

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Administrative Trustee
By:
	Authorized Officer

B-4

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned transfers and assigns unto                      the within Certificate, and all rights thereunder, irrevocably constituting and appointing                      as Attorney to transfer said Certificate on the books of the Administrative Trustee, with full power of substitution in the premises.

Dated:                     

By:

Acknowledgment

STATE OF DELAWARE	)
	)ss.
COUNTY OF NEW CASTLE	)

On this      day of              20    , before me personally appeared                     , who acknowledged himself to be an officer of the above Trustee, and that he, as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained as the free act and deed of said Trustee, and as his free act and deed as an officer of said Trustee.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

Notary Public

My commission expires:

B-5

EXHIBIT C

[FORM OF SERIES DESIGNATION NOTICE]

APGO TRUST

SERIES DESIGNATION NOTICE

[Date]

To: Wilmington Trust Company,

as Administrative Trustee of ACAR Leasing Ltd. (the “Titling Trust”)

Re: Designation of Series                     

Reference is made to the Amended and Restated Trust Agreement, dated as of January 31, 2011 (the “Trust Agreement”), among APGO Trust, as Settlor, and Wilmington Trust Company, as Owner Trustee, Administrative Trustee and Delaware Trustee. Capitalized terms used but not defined in this Series Designation Notice are defined in the Trust Agreement, which also contains rules as to usage that are applicable herein.

1. Pursuant to Section 4.1(a) of the Trust Agreement, you are directed to designate a Series Interest of the Titling Trust, to be known as the “Series                      Interest” and to issue a Series of Certificates, to be known as the “Series                      Certificates,” substantially in the form of Exhibit B to the Trust Agreement, representing the entire member interest in the Series Assets allocated from time to time to such Series Interest and listed in the related Series Asset Schedule.

2. The Series                      Interest will be a separate series of the Titling Trust as provided in Section 3806(b)(2) of the Statutory Trust Statute.

3. The Series Issuance Date of the Series                      Interest is             , 20    .

4. Attached as Schedule 1 hereto is the Series Asset Schedule.

5. The Series Cutoff Date for the Series                      Interest is             , 20    .

6. [The Settlor or the Certificateholder of Series                      may, at any time, allocate additional Lease Agreements and Leased Vehicles to the Series                      Interest following the Series Issuance Date.] [No additional Lease Agreement or Leased Vehicles may be allocated to the Series                      Interest following the Series Issuance Date.]

7. The Series                      Certificates will be issued [as a single Class] [in the following Classes: [Specify Classes and the terms associated with each Class]].

8.                      is designated as the registered Certificateholder of [    ]% of the Series             Interest as of the Series Issuance Date, and you are directed to cause the Titling Trust to execute and deliver to             or to its order, as of the Series Issuance Date, a single Certificate, designated as Series                      Certificate No.     , which will represent [    ]% of the Series                      Interest at any time. [Repeat for each Certificateholder].

C-1

9. Series Trust Notes [may] [may not] be issued with respect to the Series                      Interest.

10. Pursuant to Section 4.3(c) the Trust Agreement, the Certificateholder of Series                      have certain rights with respect to the Series                      Interest, including the right to receive or direct the application of all Collections on the related Series Assets, which Collections will be assets of such Certificateholder.

[SIGNATURE PAGE FOLLOWS]

C-2

IN WITNESS WHEREOF, in accordance with the Trust Agreement, AmeriCredit Financial Services, Inc., on behalf of the Settlor, has caused this Series Designation Notice to be duly executed and delivered by its officer hereunto duly authorized, as of the date first above written.

AMERICREDIT FINANCIAL SERVICES, INC.,

By:

Name:

Title:

C-3

EX-4.2

EXHIBIT 4.2

GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -    

CLASS A-1     % ASSET BACKED NOTES

CLASS A-2[-A]     % ASSET BACKED NOTES

[CLASS A-2-B FLOATING RATE ASSET BACKED NOTES]

CLASS A-3     % ASSET BACKED NOTES

CLASS A-4     % ASSET BACKED NOTES

CLASS B     % ASSET BACKED NOTES

CLASS C     % ASSET BACKED NOTES

CLASS D     % ASSET BACKED NOTES

GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -    ,

as Issuer

GM FINANCIAL

as Servicer

and

[INDENTURE TRUSTEE],

as Indenture Trustee

INDENTURE

Dated as of             , 20    

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			2
SECTION 1.1.	Definitions		2
SECTION 1.2.	Incorporation by Reference of the Trust Indenture Act		2
SECTION 1.3.	Rules of Construction		2
ARTICLE II THE NOTES			3
SECTION 2.1.	Form		3
SECTION 2.2.	Execution, Authentication and Delivery		4
SECTION 2.3.	Temporary Notes		4
SECTION 2.4.	Registration; Registration of Transfer and Exchange		5
SECTION 2.5.	Mutilated, Destroyed, Lost or Stolen Notes		7
SECTION 2.6.	Persons Deemed Owner		7
SECTION 2.7.	Payment of Principal and Interest		8
SECTION 2.8.	Cancellation		8
SECTION 2.9.	Tax Treatment		9
SECTION 2.10.	Representations and Warranties as to the Security Interest of the Indenture Trustee in the Indenture Collateral		9
SECTION 2.11.	Book-Entry Notes		13
SECTION 2.12.	Notices to Clearing Agency		13
SECTION 2.13.	Definitive Notes		14
ARTICLE III COVENANTS			14
SECTION 3.1.	Payment of Principal and Interest		14
SECTION 3.2.	Maintenance of Office or Agency		15
SECTION 3.3.	Money for Payments To Be Held in Trust		15
SECTION 3.4.	Existence		15
SECTION 3.5.	Protection of Issuer Trust Estate		16
SECTION 3.6.	Opinions as to Issuer Trust Estate		16
SECTION 3.7.	Performance of Issuer Obligations; Servicing of 20    -     Designated Pool		17
SECTION 3.8.	Certain Negative Covenants		18
SECTION 3.9.	Annual Statement as to Compliance		19
SECTION 3.10.	Payment of Taxes		19
SECTION 3.11.	Limitation on Fundamental Changes and Sale of Assets		19
SECTION 3.12.	No Other Business		19
SECTION 3.13.	No Borrowing		20
SECTION 3.14.	Issuer Obligations of Servicer		20
SECTION 3.15.	Guarantees, Loans, Advances and Other Liabilities		20
SECTION 3.16.	Transactions With Affiliates		20
SECTION 3.17.	Capital Expenditures and Payments		20

i

SECTION 3.18.	Compliance with Laws	20
SECTION 3.19.	Restricted Payments	20
SECTION 3.20.	Notice of Events of Default	21
SECTION 3.21.	Other Notices	21
SECTION 3.22.	Further Instruments and Acts	21
SECTION 3.23.	Delivery of the 20    -     Exchange Note	21
SECTION 3.24.	Books and Records	21
SECTION 3.25.	Income Tax Characterization	21
ARTICLE IV SATISFACTION AND DISCHARGE		22
SECTION 4.1.	Satisfaction and Discharge of the Indenture	22
SECTION 4.2.	Application of Trust Money	22
ARTICLE V REMEDIES		22
SECTION 5.1.	Events of Default	22
SECTION 5.2.	Acceleration of Maturity; Rescission and Annulment	23
SECTION 5.3.	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	24
SECTION 5.4.	Remedies; Priorities	26
SECTION 5.5.	Optional Preservation of the Issuer Trust Estate	28
SECTION 5.6.	Unconditional Rights of Noteholders To Receive Principal and Interest	28
SECTION 5.7.	Restoration of Rights and Remedies	28
SECTION 5.8.	Rights and Remedies Cumulative	29
SECTION 5.9.	Delay or Omission Not a Waiver	29
SECTION 5.10.	Control by Noteholders	29
SECTION 5.11.	Waiver of Past Events of Default	29
SECTION 5.12.	Waiver of Stay or Extension Laws	30
SECTION 5.13.	Action on Notes	30
SECTION 5.14.	Performance and Enforcement of Certain Issuer Obligations	30
ARTICLE VI THE INDENTURE TRUSTEE		30
SECTION 6.1.	Duties of Indenture Trustee	30
SECTION 6.2.	Rights of Indenture Trustee	32
SECTION 6.3.	Individual Rights of Indenture Trustee	34
SECTION 6.4.	Indenture Trustee’s Disclaimer	34
SECTION 6.5.	Reports by Indenture Trustee to Noteholders	34
SECTION 6.6.	Compensation and Indemnity	34
SECTION 6.7.	Replacement of Indenture Trustee	35
SECTION 6.8.	Successor Indenture Trustee by Merger	36
SECTION 6.9.	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	36
SECTION 6.10.	Eligibility; Disqualification	37
SECTION 6.11.	Representations and Warranties of Indenture Trustee	39

ii

SECTION 6.12.	Preferential Collection of Claims Against Issuer	39
ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS		39
SECTION 7.1.	Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders	39
SECTION 7.2.	Preservation of Information; Communications to Noteholders	39
SECTION 7.3.	Reports by Issuer	41
SECTION 7.4.	Reports by Indenture Trustee	41
SECTION 7.5.	Review Reports	42
ARTICLE VIII ACCOUNTS, DISBURSEMENTS, RELEASES, REPORTS AND NOTICES		42
SECTION 8.1.	Collection of Money	42
SECTION 8.2.	Servicer Report	42
SECTION 8.3.	Disbursement of Funds	43
SECTION 8.4.	Release of Issuer Trust Estate	47
SECTION 8.5.	Opinion of Counsel	47
SECTION 8.6.	Reports and Notices to Noteholders	48
ARTICLE IX SUPPLEMENTAL INDENTURES		49
SECTION 9.1.	Supplemental Indentures Without Consent of Noteholders	49
SECTION 9.2.	Supplemental Indentures with Consent of Noteholders	50
SECTION 9.3.	Execution of Supplemental Indentures	51
SECTION 9.4.	Effect of Supplemental Indenture	51
SECTION 9.5.	Conformity With Trust Indenture Act	51
SECTION 9.6.	Reference in Notes to Supplemental Indentures	52
ARTICLE X REDEMPTION OF NOTES		52
SECTION 10.1.	Redemption	52
SECTION 10.2.	Form of Redemption Notice	52
SECTION 10.3.	Notes Payable on Redemption Date	53
ARTICLE XI MISCELLANEOUS		53
SECTION 11.1.	Compliance Certificates and Opinions, etc	53
SECTION 11.2.	Form of Documents Delivered to Indenture Trustee	55
SECTION 11.3.	Acts of Noteholders	56
SECTION 11.4.	Notices, etc., to Indenture Trustee, Issuer and Rating Agencies	56
SECTION 11.5.	Notices to Noteholders; Waiver	57
SECTION 11.6.	Alternate Payment and Notice Provisions	57
SECTION 11.7.	Conflict with Trust Indenture Act	57
SECTION 11.8.	Effect of Headings and Table of Contents	58
SECTION 11.9.	Successors and Assigns	58
SECTION 11.10.	Separability	58
SECTION 11.11.	Benefits of Indenture	58

iii

SECTION 11.12.	Legal Holidays	58
SECTION 11.13.	GOVERNING LAW	58
SECTION 11.14.	Counterparts and Consent to Do Business Electronically	58
SECTION 11.15.	Recording of Indenture	59
SECTION 11.16.	Trust Obligation	59
SECTION 11.17.	No Petition the Issuer, Depositor, Settlor or Titling Trust	59
SECTION 11.18.	No Recourse	60
SECTION 11.19.	Execution of Financing Statements	60
SECTION 11.20.	[Calculation Agent; SOFR Determination]	60
SECTION 11.21.	Indemnification	61
SECTION 11.22.	AML Law	61
SECTION 11.23.	Third Party Beneficiaries	61

EXHIBIT A-1 - Form of Class A-1 Note

EXHIBIT A-2[-A] - Form of Class A-2[-A] Note

[EXHIBIT A-2-B - Form of Class A-2-B Note]

EXHIBIT A-3 - Form of Class A-3 Note

EXHIBIT A-4 - Form of Class A-4 Note

EXHIBIT B - Form of Class B Note

EXHIBIT C - Form of Class C Note

EXHIBIT D - Form of Class D Note

iv

INDENTURE dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified, this “Indenture” or this “Agreement”), among GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -    , a Delaware statutory trust (the “Issuer”), AMERICREDIT FINANCIAL SERVICES, INC. D/B/A GM FINANCIAL, a Delaware corporation (“GM Financial”), as servicer (the “Servicer”), and [INDENTURE TRUSTEE], a national banking association, as indenture trustee and not in its individual capacity (the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Issuer’s Class A-1     % Asset Backed Notes (the “Class A-1 Notes”), Class A-2[-A]     % Asset Backed Notes (the “Class A-2[-A] Notes”), [Class A-2-B Floating Rate Asset Backed Notes (the “Class A-2-B Notes” and together with the Class A-2- Notes, the “Class A-2 Notes”)], Class A-3     % Asset Backed Notes (the “Class A-3 Notes”), Class A-4     % Asset Backed Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), Class B     % Asset Backed Notes (the “Class B Notes”), Class C     % Asset Backed Notes (the “Class C Notes”) and Class D     % Asset Backed Notes (the “Class D Notes” and together with the Class A Notes, the Class B Notes and the Class C Notes, the “Notes”).

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee on 20    -     the Closing Date, as Indenture Trustee for the benefit of the 20    -     Secured Parties, all of the Issuer’s right, title and interest in and to (a) the 20    -     Exchange Note, (b) the 20    -     Exchange Note Collections Account, the Indenture Collections Account, the Note Payment Account [, the Pre-Funding Account] [, the Revolving Account] and the Reserve Account and the rights of the Issuer to the funds on deposit from time to time in the 20    -     Exchange Note Collections Account, the Indenture Collections Account, the Note Payment Account and the Reserve Account and any other account or accounts established pursuant to the 20    -     Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (c) the rights of the Depositor, as transferee under the 20    -     Exchange Note Sale Agreement, (d) the rights of the Issuer, as transferee under the 20    -     Exchange Note Transfer Agreement, (e) the rights and benefits of the Issuer, as 20    -     Exchange Noteholder under the 20    -     Servicing Agreement, the 20    -     Exchange Note Supplement and the Credit and Security Agreement, (f) the rights of the Issuer as a third-party beneficiary of the 20    -     Servicing Agreement, the 20    -     Exchange Note Supplement and the Credit Security Agreement, [(g) the Issuer’s rights and benefits, but none of its obligations or burdens under the Hedge Agreement (the “Hedge Collateral”),] and [(g)]/[(h)] all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Indenture Collateral”), in each case as such terms are defined herein.

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and to secure all other Issuer Obligations and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee, as trustee on behalf of the Noteholders, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders of the Notes may be adequately and effectively protected.

ARTICLE I

DEFINITIONS

SECTION 1.1.    Definitions. Capitalized terms used in this Indenture that are not otherwise defined herein shall have the meanings assigned to them in Appendix 1 to the 20    -     Exchange Note Supplement, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “20    -     Exchange Note Supplement”), among ACAR Leasing Ltd., as Borrower (the “Borrower”), GM Financial, as Lender (in such capacity, the “Lender”) and as Servicer and [Administrative Agent], as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”) or, if not defined therein, in Appendix A to the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Borrower, the Lender, the Servicer, the Administrative Agent and the Collateral Agent.

SECTION 1.2.    Incorporation by Reference of the Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuer.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

SECTION 1.3.    Rules of Construction.

2

(a)    For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Indenture include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “this Indenture”, “herein”, “hereof” and the like shall refer to this Indenture as a whole and not to any particular part, Article or Section within this Indenture, (iii) references to an Article, Section or Exhibit such as “Article One”, “Section 1.1” or Exhibit A shall refer to the applicable Article, Section or Exhibit of this Indenture, (iv) the term “include” and all variations thereof means “include without limitation”, (v) the term “or” shall include “and/or”, (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, restated, modified, supplemented or replaced (in the case of a statute) and includes (in the case of agreements or instruments) references to all attachments, annexes, exhibits and schedules thereto and instruments incorporated therein, except that references to the Credit and Servicing Agreement and the Basic Servicing Agreement include only such items as relate to the 20    -     Exchange Note and/or the 20    -     Designated Pool, as applicable, and (viii) any defined term which relates to a Person shall include within its definition the successors and permitted assigns of such Person.

(b)    As used in this Indenture and in any certificate or other document made or delivered pursuant hereto, accounting terms not defined in this Indenture or in any such certificate or other document, and accounting terms partly defined in this Indenture or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Indenture or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Indenture or in any such certificate or other document shall control.

ARTICLE II

THE NOTES

SECTION 2.1.    Form.

The 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, in each case, together with the Indenture Trustee’s certificate of authentication, shall be in substantially the forms set forth in Exhibit A-1, Exhibit A-2[-A], [Exhibit A-2-B], Exhibit A-3, Exhibit A-4, Exhibit B, Exhibit C and Exhibit D, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Authorized Officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

3

The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibits A-1, A-2[-A], [A-2-B], A-3, A-4, B, C and D are part of the terms of this Indenture.

SECTION 2.2.    Execution, Authentication and Delivery.

The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $        , Class A-2[-A] Notes for original issue in an aggregate principal amount of $        , [Class A-2-B Notes for original issue in an aggregate principal amount of $        ,] Class A-3 Notes for original issue in an aggregate principal amount of $        , Class A-4 Notes for original issue in an aggregate principal amount of $        , Class B Notes for original issue in an aggregate principal amount of $        , Class C Notes for original issue in an aggregate principal amount of $         and Class D Notes for original issue in an aggregate principal amount of $        . The Class A Notes, Class B Notes, Class C Notes and Class D Notes outstanding at any time may not exceed such amounts except as provided in Section 2.5.

The 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 shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

The Issuer represents that its indebtedness issued hereunder is a debt instrument that is excluded from the definition of “covered security” under Treasury Regulation 1.6045-1(a)(15) because such indebtedness is subject to Internal Revenue Code Section 1272(a)(6).

SECTION 2.3.    Temporary Notes. Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

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If temporary Notes are issued, the Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.2, without charge to the Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

SECTION 2.4.    Registration; Registration of Transfer and Exchange.

(a)    The Issuer shall cause to be kept a register (the “Note Register”) in which, subject to reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes.

(b)    Subject to Sections 2.11 and 2.13 hereof, upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the requirements of Section 8-401(a) of the UCC are met the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes in any authorized denominations of the same Class and of a like aggregate principal amount.

At the option of a Noteholder, Notes may be exchanged for other Notes in any authorized denominations, of the same Class and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, subject to Sections 2.11 and 2.13 hereof, if the requirements of Section 8-401(a) of the UCC are met the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the

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Indenture Trustee duly executed by, the Noteholder thereof or such Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

(c)        Notwithstanding the foregoing, in the case of any sale or other transfer of a Class A-1 Note, Class A-2[-A] Note, [Class A-2-B Note,] Class A-3 Note, Class A-4 Note, Class B Note, Class C Note or Class D Note that is a Definitive Note, the prospective transferee of such Definitive Note shall be required to represent and warrant in writing to the Note Registrar that it is not, and is not acting on behalf of or investing the assets of, (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA), that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code), that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets are deemed to include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or plan’s investment in the entity or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-U.S. or other laws or regulations substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), unless such purchaser’s or transferee’s acquisition, holding and disposition of such Definitive Note will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law (each of (i) – (iv) a “Benefit Plan Entity”). Each transferee of a Class A-1 Note, Class A-2[-A] Note[s], [Class A-2-B Note,] Class A-3 Note, Class A-4 Note, Class B Note, Class C Note or Class D Note that is a Book Entry Note that is a Benefit Plan Entity shall be deemed to represent that its acquisition, holding and disposition of the Book Entry Note (or a beneficial interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law. No Benefit Plan Entity may acquire a Class D Note unless the Opinion of Counsel described in clause (A) in the first sentence of Section 2.4(d) has been delivered.

No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or 9.4 not involving any transfer.

The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of fifteen (15) days preceding the due date for any payment with respect to the Note.

(d)        No sale or transfer of a beneficial interest in a Class D Note shall be permitted (including, without limitation, by pledge or hypothecation) to a person other than the Depositor (or a person disregarded as separate from the Depositor for U.S. federal income tax purposes), and such sale or transfer shall be void ab initio, unless (i) the Class D Note has been registered under the Securities Act or, as evidenced by an Opinion of Counsel, such sale or transfer is

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otherwise exempt from the Securities Act, and (ii) at the time of such sale or transfer an Opinion of Counsel is provided to the effect that either (A) as of the date of such sale or transfer the Class D Notes will be treated as indebtedness for U.S. federal income tax purposes, or (B) such transfer will not cause the Issuer to be a publicly traded partnership treated as association taxable as a corporation for U.S. federal income tax purposes and will not cause the Class D Notes to be subject to U.S. withholding tax.

SECTION 2.5.    Mutilated, Destroyed, Lost or Stolen Notes. If (a) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (b) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a Protected Purchaser, and provided that the requirements of Sections 8-405 and 8-406 of the UCC are met, the Issuer shall execute, and upon receipt of an Issuer Request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a Protected Purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Noteholder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith.

Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.6.    Persons Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the

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Indenture Trustee will treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

SECTION 2.7.    Payment of Principal and Interest.

(a)        The Notes shall accrue interest as provided in the forms of the Class A-1 Note, the Class A-2[-A] Note, [the Class A-2-B Note,] the Class A-3 Note, the Class A-4 Note, the Class B Note, the Class C Note and the Class D Note set forth in Exhibits A-1, A-2[-A], [A-2-B,] A-3, A-4, B, C and D, respectively, and such interest shall be due and payable on each Payment Date. Any installment of interest or principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date, by check mailed first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee, and except for the final installment of principal payable with respect to such Note on a Payment Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.1) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3.

(b)        The principal of each Note shall be payable in installments on each Payment Date as provided herein and in the forms of the Class A-1 Note, the Class A-2[-A] Note, [the Class A-2-B Note,] the Class A-3 Note, the Class A-4 Note, the Class B Note, the Class C Note and the Class D Note set forth in Exhibits A-1, A-2[-A], [A-2-B,] A-3, A-4, B, C and D, respectively. The entire unpaid principal amount of each Note shall be due and payable on its Final Scheduled Payment Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee, at the written direction of the Majority Noteholders, has declared the Notes to be immediately due and payable in the manner provided in Section 5.2. All principal payments on each Class of Notes shall be made pro rata to the related Noteholders. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date, as the case may be, on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.

SECTION 2.8.    Cancellation» . All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture

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Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.

SECTION 2.9.    Tax Treatment. The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for all purposes, including federal, State and local income, single business and franchise tax purposes, the Notes that are owned or beneficially owned by a Person other than the Depositor or its Affiliates will qualify as indebtedness secured by the Issuer Trust Estate. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note, agree (a) to treat the Notes for all purposes, including federal, State and local income, single business and franchise tax purposes, as indebtedness, and (b) not to take any action inconsistent with the agreement in clause (a), including claiming ownership of any assets comprising the 20    -     Designated Pool or the right to take deductions for depreciation or otherwise.

SECTION 2.10.    Representations and Warranties as to the Security Interest of the Indenture Trustee in the Indenture Collateral. The Issuer makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the 20    -     Closing Date, and shall survive the sale of the Issuer Trust Estate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to this Indenture.

(a)        This Indenture creates a valid and continuing security interest (as defined in the UCC) in the 20    -     Exchange Note and the other Indenture Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer.

(b)        The 20    -     Exchange Note constitutes a “certificated security” within the meaning of the UCC. The Accounts and all subaccounts thereof, constitute either deposit accounts or securities accounts.

(c)        The Issuer owns and has good and marketable title to the Indenture Collateral free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Liens attaches is not impaired during the pendency of such proceeding.

(d)        All of the Indenture Collateral that constitutes securities entitlements (other than the 20    -     Exchange Note to the extent the 20    -     Exchange Note constitutes a certificated security) has been or will have been credited to one of the Accounts. The securities intermediary

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for each Account has agreed to treat all assets credited to the Accounts as “financial assets” within the meaning of the applicable UCC.

(e)        The Issuer has received all consents and approvals to the grant of the security interest in the Indenture Collateral hereunder to the Indenture Trustee required by the terms of the Indenture Collateral that constitutes instruments or payment intangibles.

(f)        The Issuer has received all consents and approvals required by the terms of the Indenture Collateral that constitutes securities entitlements, certificated securities or uncertificated securities to the transfer to the Indenture Trustee of its interest and rights in the Indenture Collateral hereunder.

(g)        The Issuer has caused or will have caused, within ten (10) days after the effective date of the Indenture, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Indenture Collateral granted to the Indenture Trustee hereunder.

(h)        With respect to Indenture Collateral that constitutes an instrument or tangible chattel paper, either:

(i)        All original executed copies of each such instrument or tangible chattel paper have been delivered to the Indenture Trustee;

(ii)        Such instruments or tangible chattel paper are in the possession of a custodian and the Indenture Trustee has received a written acknowledgment from such custodian that such custodian is holding such instruments or tangible chattel paper solely on behalf and for the benefit of the Indenture Trustee; or

(iii)        A custodian received possession of such instruments or tangible chattel paper after the Indenture Trustee received a written acknowledgment from such custodian that such custodian is acting solely as agent of the Indenture Trustee.

(i)        With respect to Indenture Collateral that constitutes electronic chattel paper:

(i)        Only one authoritative copy (within the meaning of the UCC) of each item of Indenture Collateral that constitutes or evidences electronic chattel paper exists;

(ii)        Each such authoritative copy (a) is unique, identifiable and unalterable (other than with the participation of the custodian thereof on behalf of the Indenture Trustee in the case of an addition or amendment of an identified assignee and other than a revision that is readily identifiable as an authorized or unauthorized revision), and (b) has been communicated to and is maintained by or on behalf of the custodian thereof for the benefit of the Indenture Trustee. The Issuer has confirmed that the authoritative copy of each contract that constitutes or evidences electronic chattel paper does not have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee;

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(iii)        The Issuer has marked all copies of each item of Indenture Collateral that constitutes or evidences electronic chattel paper other than the authoritative copy with a legend to the following effect: “View of Authoritative Copy;”

(iv)        Each item of Indenture Collateral which is electronic chattel paper has been established in a manner such that (A) all copies or revisions that add or change an identified assignee of the authoritative copy of each contract that constitutes or evidences Indenture Collateral must be made with the participation of the custodian thereof on behalf of the Indenture Trustee, and (B) all revisions of the authoritative copy of each contract that constitutes or evidences Indenture Collateral must be readily identifiable as an authorized or unauthorized revision; and

(v)        The Issuer has received a written acknowledgement from the Servicer that the Servicer is acting solely as agent of the Indenture Trustee with respect to the Indenture Collateral which is electronic chattel paper.

(j)        With respect to the Accounts and all subaccounts thereof that constitute deposit accounts, either:

(i)        The Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to which the bank maintaining the deposit accounts has agreed to comply with all instructions originated by the Indenture Trustee directing disposition of the funds in the Accounts without further consent by the Issuer; or

(ii)        The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Accounts.

(k)        With respect to Indenture Collateral or Accounts or subaccounts thereof that constitute securities accounts or securities entitlements, either:

(i)        The Issuer has caused or will have caused, within ten (10) days after the effective date of the Indenture, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in the Indenture Collateral to the Indenture Trustee; or

(ii)        The Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to which the securities intermediary has agreed to comply with all instructions originated by the Indenture Trustee relating to the Accounts without further consent by the Issuer; or

(iii)        The Issuer has taken all steps necessary to cause the securities intermediary to identify in its records the Indenture Trustee as the person having a security entitlement against the securities intermediary in the Accounts.

(l)        With respect to Indenture Collateral that constitutes certificated securities (other than securities entitlements), all original executed copies of each security certificate that constitutes or evidences the Indenture Collateral have been delivered to the Indenture Trustee,

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and each such security certificate either (i) is in bearer form, (ii) has been indorsed by an effective indorsement to the Indenture Trustee or in blank, or (iii) has been registered in the name of the Indenture Trustee. Other than the transfer of the 20    -     Exchange Note from the Lender to the Depositor under the 20    -     Exchange Note Sale Agreement, the transfer of the 20    -     Exchange Note from the Depositor to the Issuer under the 20    -     Exchange Note Transfer Agreement and the security interest in the Indenture Collateral granted to the Indenture Trustee pursuant to the Indenture, none of the Lender, the Depositor or the Issuer has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Indenture Collateral or the Accounts or any subaccounts thereof. The Issuer has not authorized the filing of, and is not aware of any financing statements against the Issuer that include a description of collateral covering the Indenture Collateral or the Accounts or any subaccount thereof other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated.

(m)        Neither the Accounts nor any subaccounts thereof are in the name of any person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the securities intermediary of any Account to comply with entitlement orders of any person other than the Indenture Trustee.

(n)        None of the instruments, certificated securities or tangible chattel paper that constitute or evidence the Indenture Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee or the Collateral Agent, as applicable.

(o)        [Representations and Warranties Regarding the Hedge Collateral:]

(i)        [This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Hedge Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer;]

(ii)        [The Hedge Collateral constitutes “general intangibles” within the meaning of the applicable UCC;]

(iii)        [The Issuer owns and has good and marketable title to the Hedge Collateral free and clear of any lien, claim or encumbrance of any Person;]

(iv)        [The Issuer has received all consents and approvals required by the terms of the Hedge Agreement to pledge the Hedge Collateral hereunder to the Indenture Trustee;]

(v)        [The Issuer has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Hedge Collateral granted to the Indenture Trustee hereunder; and]

(vi)        [Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in,

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or otherwise conveyed any of the Hedge Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Hedge Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated.]

SECTION 2.11.    Book-Entry Notes. The Class A Notes, Class B Notes, Class C Notes and Class D Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.13:

(a)        the provisions of this Section shall be in full force and effect;

(b)        the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Holder of the Notes, and shall have no obligation to the Note Owners;

(c)        to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(d)        the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants;

(e)        whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and

(f)        Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office.

SECTION 2.12.    Notices to Clearing Agency . Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.13, the Indenture Trustee

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shall give all such notices and communications specified herein to be given to the Noteholders to the Clearing Agency, and shall have no obligation to the Note Owners.

SECTION 2.13.    Definitive Notes. If (a) the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes representing the Book Entry Notes, and the Servicer is unable to locate a qualified successor, or (b) after the occurrence of an Event of Default, the Majority Noteholders advise the Indenture Trustee through the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

ARTICLE III

COVENANTS

SECTION 3.1.    Payment of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, the Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account on a Payment Date deposited therein (a) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (b) for the benefit of the Class A-2[-A] Notes, to the Class A-2[-A] Noteholders, [(c) for the benefit of the Class A-2-B Notes, to the Class A-2-B Noteholders,] [(c)][(d)] for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, [(d)[(e)] for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, [(e)][(f)] for the benefit of the Class B Notes, to the Class B Noteholders, [(f)][(g)] for the benefit of the Class C Notes, to the Class C Noteholders, and [(g)][(h)] for the benefit of the Class D Notes, to the Class D Noteholders. If any withholding tax is imposed with respect to any payment by the Issuer under the Notes to any Noteholder, such tax shall reduce the amount otherwise payable to such Noteholder. The Indenture Trustee is hereby authorized and directed by the Issuer to retain from amounts otherwise payable to any Noteholder sufficient funds for the payment of any tax that is legally required to be withheld (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to any Noteholder shall be treated as having been paid to such Noteholder at the time it is withheld by the Indenture Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment, the Indenture Trustee may in its sole discretion withhold such tax. If any Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

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SECTION 3.2.    Maintenance of Office or Agency. The Issuer will maintain in                     ,                     , an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

SECTION 3.3.    Money for Payments To Be Held in Trust. As provided in Section 8.3, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Note Payment Account pursuant to Section 8.3 shall be made on behalf of the Issuer by the Indenture Trustee, and no amounts so withdrawn from the Note Payment Account for payments of Notes shall be paid over to the Issuer except as provided in this Section.

The Issuer shall allocate or deposit, or cause to be allocated or deposited, to the Indenture Collections Account all 20    -     Exchange Note Collections, all amounts collected with respect to the Issuer Trust Estate, such amounts to be held in trust for the benefit of the Persons entitled thereto, and shall promptly notify the Indenture Trustee of its action or failure so to act.

Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the related Noteholder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee with respect to such trust money shall thereupon cease[; provided, however, that the Indenture Trustee, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer]. The Indenture Trustee shall [also] adopt and employ, at the expense and direction of the Issuer, any [other] reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee, at the last address of record for each such Noteholder).

SECTION 3.4.    Existence. The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and

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franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Issuer Trust Estate and each other instrument or agreement included in the Issuer Trust Estate.

SECTION 3.5.    Protection of Issuer Trust Estate.

(a)        The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the 20    -     Secured Parties to be prior to all other liens in respect of the Issuer Trust Estate, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the 20    -     Secured Parties, a first lien on and a first priority, perfected security interest in the Issuer Trust Estate. The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(i)        Grant more effectively all or any portion of the Issuer Trust Estate;

(ii)       maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

(iii)      perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(iv)      enforce any of the Indenture Collateral;

(v)       preserve and defend title to the Issuer Trust Estate and the rights of the Indenture Trustee and the 20    -     Secured Parties in such Issuer Trust Estate against the claims of all Persons; and

(vi)      pay all taxes and assessments levied or assessed upon the Issuer Trust Estate when due.

(b)        The Issuer hereby authorizes the Indenture Trustee to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.5. If the Indenture Trustee prepares or files any such financing statement, continuation statement or amendment thereto, the Indenture Trustee’s responsibility with respect to such financing statement, continuation statement or amendment shall be subject to the provisions of Section 6.1 hereof.

(c)        Except in the case of continuation statements prepared or filed by the Indenture Trustee, the Indenture Trustee shall not be responsible or liable for the preparation, filing, correctness, or accuracy of any UCC financing statement(s), or the existence, validity, or perfection of any lien or security interest created by this Indenture, or to monitor the status of any such lien or security interest.

SECTION 3.6.    Opinions as to Issuer Trust Estate.

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(a)        On the 20    -     Closing Date, the Issuer shall furnish to the Indenture Trustee [and the Hedge Provider] an Opinion of Counsel to the effect that, in the opinion of such counsel, the execution and delivery of the Indenture and the delivery for value to and taking of physical possession in the State of Minnesota by the Indenture Trustee of the 20    -     Exchange Note, endorsed or registered in the name of the Indenture Trustee, will create a valid first priority perfected security interest, for the benefit of the Indenture Trustee on behalf of the 20    -     Secured Parties in the 20    -     Exchange Note and all such other action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the lien and security interest of this Indenture in the remainder of the Indenture Collateral and reciting the details of such action.

(b)        Within one-hundred and twenty (120) days after the beginning of each calendar year, beginning with the first calendar year beginning more than six (6) months after the 20    -     Closing Date, the Issuer shall furnish to the Indenture Trustee [and the Hedge Provider] an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the one-hundred and twentieth (120th) day in the following calendar year.

SECTION 3.7.    Performance of Issuer Obligations; Servicing of 20    -     Designated Pool.

(a)        The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Issuer Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Program Documents or such other instrument or agreement.

(b)        The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture.

(c)        The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Program Documents and in the instruments and

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agreements included in the Issuer Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other Program Documents, in accordance with and within the time periods provided for herein and therein.

(d)        If the Issuer shall have knowledge of the occurrence of a Servicer Default, the Issuer shall promptly notify the Indenture Trustee, and shall specify in such notice the action, if any, the Issuer is taking with respect to such event. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the 20    -     Servicing Agreement with respect to the 20    -     Exchange Note Assets, the Issuer shall take all reasonable steps available to it to remedy such failure. Upon the occurrence of a Servicer Default, the Indenture Trustee, at the direction of the Majority Noteholders, shall in turn direct the Titling Trust to terminate, pursuant to Section 2.11(c) of the 20    -     Servicing Supplement, all of the rights and obligations of the Servicer with respect to the 20    -     Exchange Note Assets only and the Indenture Trustee, at the direction of the Majority Noteholders, shall appoint a Successor Servicer pursuant to the 20    -     Servicing Supplement.

(e)        Upon any termination of the rights and powers of the Servicer or the resignation of the Servicer pursuant to the 20    -     Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as any Successor Servicer is appointed pursuant to the 20    -     Servicing Agreement, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer.

SECTION 3.8.    Certain Negative Covenants. Until the date on which all Issuer Obligations are paid in full, the Issuer shall not directly or indirectly:

(a)        engage in any activities other than financing, acquiring, pledging and managing the 20    -     Exchange Note as contemplated by this Indenture and the other Program Documents;

(b)        except as expressly permitted by this Indenture or the other Program Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Issuer Trust Estate, unless directed to do so by the Indenture Trustee (acting at the direction of the Majority Noteholders);

(c)        claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments pursuant to Section 3.1) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Issuer Trust Estate;

(d)        dissolve or liquidate in whole or in part; or

(e)        (i) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (ii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Issuer Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’

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liens and other liens that arise by operation of law, in each case on any of the 20    -     Leased Vehicles and arising solely as a result of an action or omission of the related Lessee), or (iii) permit the lien of this Indenture not to constitute a valid first priority security interest in the Issuer Trust Estate.

SECTION 3.9.    Annual Statement as to Compliance. The Issuer will deliver to the Indenture Trustee and the Noteholders, within one hundred twenty (120) days after the end of each fiscal year of the Issuer (commencing with the fiscal year 20    ), and otherwise in compliance with the requirements of TIA Section 314(a)(4), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:

(a)        a review of the activities of the Issuer during such year and of its performance under this Indenture and the other Program Documents to which it is a party has been made under such Authorized Officer’s supervision; and

(b)        to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture and the other Program Documents to which it is a party throughout such year or, if there has been a default in its compliance with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

SECTION 3.10.    Payment of Taxes. The Issuer will file (or cause to be filed on its behalf as a member of a consolidated group) all tax returns required by law to be filed by it and pay all taxes, assessments and governmental charges shown to be owing by it, except for any such taxes, assessments or charges which are not yet delinquent or that are being diligently contested in good faith by appropriate proceedings, for which adequate reserves in accordance with GAAP shall have been set aside on its books and that have not given rise to any liens.

SECTION 3.11.    Limitation on Fundamental Changes and Sale of Assets.

(a)        The Issuer will not enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, any of its property, business or assets except as contemplated by this Indenture.

(b)        The Issuer will not make any change to its name or use any trade names, fictitious names, assumed names or “doing business as” names or change the jurisdiction under the laws of which it is organized.

SECTION 3.12.    No Other Business. The Issuer will not engage in any business other than financing, purchasing, owning, selling and managing the 20    -     Exchange Note and the underlying 20    -     Exchange Note Assets and the other components of the Issuer Trust Estate, issuing the Issuer Trust Certificates and issuing and selling the Notes in the manner contemplated by this Indenture and the other Program Documents or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking which is not directly or indirectly related to the transactions contemplated by the Program Documents.

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SECTION 3.13.    No Borrowing. The Issuer will not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any Indebtedness other than the Notes.

SECTION 3.14.    Issuer Obligations of Servicer. The Issuer will cause the Servicer to comply with its obligations under the 20    -     Servicing Agreement.

SECTION 3.15.    Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by the 20    -     Servicing Agreement or this Indenture, the Issuer will not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

SECTION 3.16.    Transactions With Affiliates. The Issuer will not enter into, or be a party to any transaction with any Affiliate of the Issuer, except for (a) the transactions contemplated by the Program Documents, and (b) to the extent not otherwise prohibited under this Indenture, other transactions in the nature of employment contracts and directors’ fees, upon fair and reasonable terms materially no less favorable to the Issuer than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate. The Issuer will do all things necessary to continue to be readily distinguishable from GM Financial and its Affiliates (other than the Depositor) and maintain its statutory trust existence separate and apart from that of GM Financial and each of its Affiliates.

SECTION 3.17.    Capital Expenditures and Payments. The Issuer will not make any payments to any Person (including, without limitation, any salaries or bonuses) or make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty), except as contemplated by the 20    -     Servicing Agreement and the other Program Documents.

SECTION 3.18.    Compliance with Laws. The Issuer will comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any Program Document.

SECTION 3.19.    Restricted Payments. The Issuer will not, directly or indirectly, (a) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Issuer Owner Trustee (provided, that any payment of fees, expenses and indemnities to the Issuer Owner Trustee in the manner specified herein shall not be prohibited by this Section) or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer, (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security, or (c) set aside or otherwise segregate any amounts for any such purpose; provided, however, that so long as no Event of Default has occurred and is continuing or would result therefrom, the Issuer may make, or cause to be made, distributions as contemplated by, and to the extent funds are available for such purpose under, this Indenture or the Issuer Trust Agreement. The Issuer will not, directly or indirectly, make payments to or distributions from

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the Indenture Collections Account or the Note Payment Account except in accordance with this Indenture and the other Program Documents.

SECTION 3.20.    Notice of Events of Default. The Issuer will give the Indenture Trustee and the Issuer Owner Trustee prompt written notice of each Event of Default and Servicer Default of which an Authorized Officer of the Issuer has knowledge.

SECTION 3.21.    Other Notices. The Issuer will promptly give notice to the Indenture Trustee and the Issuer Owner Trustee of any default or event of default under any Contractual Obligation of the Issuer or any litigation, investigation or proceeding which may exist at any time with respect to the Issuer.

Each notice pursuant to this Section 3.21 shall be accompanied by a statement of an Authorized Officer of the Issuer setting forth details of the occurrence referred to therein and stating what action the Issuer proposes to take with respect thereto.

SECTION 3.22.    Further Instruments and Acts. Upon request of the Indenture Trustee or any Agent, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 3.23.    Delivery of the 20    -     Exchange Note.

(a)        On the 20    -     Closing Date, the Issuer shall deliver or cause to be delivered to the Indenture Trustee as security for its obligations hereunder, the 20    -     Exchange Note. The Indenture Trustee shall take possession of the 20    -     Exchange Note in                     ,                      and shall at all times during the period of this Indenture maintain custody of the 20    -     Exchange Note in                     ,                     .

(b)        For the benefit of any holder, assignee or pledgee from time to time of any Exchange Note other than the 20    -     Exchange Note and the Lender, as a Secured Party under the Credit and Security Agreement, the Indenture Trustee, as grantee of the interest in the 20    -     Exchange Note hereunder, hereby releases all claims to the assets of the Titling Trust allocated to the Lending Facility Pool and each Designated Pool other than the 20    -     Designated Pool and, in the event that such release is not given effect, the Indenture Trustee hereby fully subordinates all claims it may be deemed to have against the assets of the Titling Trust allocated to the Lending Facility or any Designated Pool other than the 20    -     Designated Pool.

SECTION 3.24.    Books and Records. The Issuer will keep proper books and records of account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities.

SECTION 3.25.    Income Tax Characterization . For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will treat the Notes that are owned or beneficially owned by a Person other than the Depositor or its Affiliates as indebtedness and hereby instructs the Indenture Trustee and each Noteholder (or beneficial Note Owner) shall be deemed, by virtue of acquisition of an interest in such Note, to have agreed, to treat the Notes as indebtedness for all applicable tax reporting purposes.

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ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.1.    Satisfaction and Discharge of the Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.3, 3.4, 3.5, 3.8, 3.12, 3.13, 3.14, 3.17, 3.23, and 3.25, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.6 and the obligations of the Indenture Trustee under Section 4.2). and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:

(i)        All Notes theretofore authenticated and delivered (other than (A) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5, and (B) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation;

(ii)       The Issuer has paid or caused to be paid all Issuer Obligations [and all Hedge Provider Issuer Obligations]; and

(iii)      the Issuer has delivered to the Indenture Trustee and the Noteholders an Officer’s Certificate and Opinion of Counsel and if required by the TIA or the Indenture Trustee an Independent Certificate from a firm of certified public accountants, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

SECTION 4.2.    Application of Trust Money. All moneys deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment to the Noteholders of the particular Notes for the payment or redemption of which such moneys have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest; provided, that such moneys need not be segregated from other funds except to the extent required herein or in the 20    -     Servicing Agreement or required by law.

ARTICLE V

REMEDIES

SECTION 5.1.    Events of Default. “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,

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decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)        default in the payment of any interest when it becomes due and payable on (i) the Class A Notes, (ii) if no Class A Notes are Outstanding, the Class B Notes, (iii) if no Class A Notes or Class B Notes are Outstanding, the Class C Notes, or (iv) if no Class A Notes, Class B Notes or Class C Notes are Outstanding, the Class D Notes and such default, in each case, shall continue for a period of five (5) days;

(b)        default in the payment of the Outstanding Amount of any Note on the applicable Final Scheduled Payment Date;

(c)        failure to observe or perform in any material respect any covenant or agreement of (i) the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is specifically dealt with elsewhere in this Section 5.1), or (ii) the Issuer, the Depositor, the Settlor, the Titling Trust or GM Financial (in any capacity) in any other Program Document relating to the issuance of and payment of the Notes or the servicing of the 20    -     Exchange Note Assets and, in each case, such failure shall continue for a period of sixty (60) days after the date on which a written notice stating that such notice is a Notice of Event of Default requiring the same to be remedied shall have been given to the Issuer, the Depositor, the Settlor, the Titling Trust or GM Financial, as the case may be, by the Indenture Trustee acting on behalf of the Holders of Notes representing at least 25% of the principal balance of the most senior Class of Notes specifying such failure;

(d)        any representation or warranty made by the Issuer in this Indenture or by the Issuer, the Depositor, the Settlor, the Titling Trust or GM Financial (in any capacity) in any other Program Document or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith or therewith shall prove to have been incorrect in any manner that is materially adverse to any 20    -     Secured Party on or as of the date made or deemed made which failure, if capable of being cured, has not been cured for a period of sixty (60) days after the date on which a written notice stating that such notice is a Notice of Event of Default requiring the same to be remedied shall have been given to the Issuer, the Depositor, the Settlor, the Titling Trust or GM Financial, as the case may be, by the Indenture Trustee or the Holders of Notes representing at least 25% of the principal balance of the most senior Class of Notes specifying such incorrectness; and

(e)        an Insolvency Event shall have occurred with respect to the Issuer or the Titling Trust.

SECTION 5.2.    Acceleration of Maturity; Rescission and Annulment. If an Event of Default specified in Section 5.1(e) shall have occurred and be continuing, the Notes shall become immediately due and payable, together with accrued and unpaid interest thereon through the date of acceleration. If any other Event of Default should occur and be continuing, then and in every such case the Indenture Trustee shall, if directed to do so in writing by the Majority Noteholders, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer and to the Indenture Trustee, and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

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At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Majority Noteholders, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(a)        the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

(i)       all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes (including Monthly Costs and Expenses) [and under the Hedge Agreement] if the Event of Default giving rise to such acceleration had not occurred; and

(ii)      all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and

(b)        all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.11.

No such rescission shall affect any subsequent default or impair any right consequent thereto.

SECTION 5.3.    Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a)        The Issuer covenants that if (i) there is an Event of Default relating to the payment of any interest or fees payable to any Noteholders when the same becomes due and payable, and such default continues for a period of five (5) days, or (ii) there is an Event of Default relating to the payment of principal payable to any Noteholders, and such default continues for a period of one (1) day, the Issuer will, upon demand of the Indenture Trustee, pay to it, for the benefit of the Noteholders, the whole amount then due and payable on such Notes, with interest on any overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, on overdue installments of interest at the Note Interest Rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

(b)        In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to be payable.

(c)        If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, and shall at the direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate

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Proceedings as the Indenture Trustee or the Majority Noteholders, as the case may be, shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

(d)      In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Issuer Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i)      to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such Proceedings;

(ii)    unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii)    to collect and receive any moneys or other property payable or deliverable on any such claims and to pay all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and

(iv)    to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Noteholders allowed in any Proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all

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advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of the Indenture Trustee’s or any predecessor Indenture Trustee’s negligence or bad faith.

(e)      Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholders or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f)      All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders.

(g)      In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

SECTION 5.4.      Remedies; Priorities.

(a)      If an Event of Default shall have occurred and be continuing, the Indenture Trustee, if so requested in writing by the Majority Noteholders, shall do one or more of the following:

(i)      institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained and collect from the Issuer and any other obligor upon such Notes moneys adjudged due;

(ii)       institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Issuer Trust Estate;

(iii)     exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and

(iv)      sell the Issuer Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Issuer Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(a) or (b), unless (A) all Noteholders consent thereto [and sufficient funds exist to discharge amounts due to the Hedge Provider], (B) the Majority Noteholders consent thereto and all amounts due and owing under the Notes and the other

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Program Documents to the Noteholders [and amounts due to the Hedge Provider] shall be paid in full with the proceeds of such sale or liquidation, or (C) the Issuer Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee provides prior written notice to the Issuer (who shall deliver such notice to the Rating Agencies) and obtains the consent of the Required Noteholders [and sufficient funds exist to discharge amounts due to the Hedge Provider].

(b)      If the Indenture Trustee collects any money or property pursuant to this Article V, it shall apply such money or property to (i) first, reimburse itself for any amounts due under Section 6.6, (ii) second, pay the Issuer Owner Trustee for unpaid fees, indemnities and expenses owing to it under the Issuer Trust Agreement, and (iii) third, pay to the Servicer any due and unpaid Servicing Fee and then apply the remainder of such money or property in accordance with Section 5.4(c). The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid.

(c)      Following (i) the acceleration of the Notes pursuant to Section 5.2, or (ii) the occurrence of an Event of Default pursuant to Section 5.1 of this Indenture (other than an Event of Default pursuant to Sections 5.1(c) or (d)), or (iii) the liquidation of the Issuer Trust Estate, in full or in part, pursuant to Section 5.4(a)(iv), the Available Funds, plus any amounts on deposit in the Reserve Account, including any money or property collected pursuant to Section 5.4 of this Indenture, shall be applied by the Indenture Trustee on the related Payment Date in the following order of priority:

FIRST: amounts due and owing and required to be distributed to the Asset Representations Reviewer, the Successor Servicer, the Issuer Owner Trustee [, the Hedge Provider] and the Indenture Trustee, respectively, pursuant to clause (i) of Section 8.3 and not previously distributed, ratably and without preference or priority of any kind and without regard to any caps set forth in clause (i) of Section 8.3 (a);

SECOND: to the Class A Noteholders for amounts due and unpaid on the Class A Notes in respect of interest (including any premium), ratably by principal balance of such Class A Notes, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes in respect of interest (including any premium);

THIRD: to Holders of the Class A-1 Notes, until the Outstanding Amount of the Class A-1 Notes is reduced to zero, and second, ratably, without preference or priority of any kind, according to the amounts due and payable to the Holders of the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes and the Class A-4 Notes, until the aggregate Outstanding Amount of the Class A-2[-A] Notes, [Class A-2-B Notes,] Class A-3 Notes and Class A-4 Notes is reduced to zero;

FOURTH: to the Class B Noteholders for amounts due and unpaid on the Class B Notes in respect of interest (including any premium), according to the amounts due and payable on the Class B Notes in respect of interest (including any premium);

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FIFTH: to Holders of the Class B Notes for amounts due and unpaid on the Class B Notes in respect of principal, according to the amounts due and payable on the Class B Notes in respect of principal, until the Outstanding Amount of the Class B Notes is reduced to zero;

SIXTH: to the Class C Noteholders for amounts due and unpaid on the Class C Notes in respect of interest (including any premium), according to the amounts due and payable on the Class C Notes in respect of interest (including any premium);

SEVENTH: to Holders of the Class C Notes for amounts due and unpaid on the Class C Notes in respect of principal, according to the amounts due and payable on the Class C Notes in respect of principal, until the Outstanding Amount of the Class C Notes is reduced to zero;

EIGHTH: to the Class D Noteholders for amounts due and unpaid on the Class D Notes in respect of interest (including any premium), according to the amounts due and payable on the Class D Notes in respect of interest (including any premium);

NINTH: to Holders of the Class D Notes for amounts due and unpaid on the Class D Notes in respect of principal, according to the amounts due and payable on the Class D Notes in respect of principal, until the Outstanding Amount of the Class D Notes is reduced to zero;

TENTH: any other amount due and owing and required to be distributed to the Noteholders pursuant to the Program Documents and not previously distributed; and

ELEVENTH: to the Issuer Trust Certificateholder.

SECTION 5.5.      Optional Preservation of the Issuer Trust Estate. If the Notes have been declared to be due and payable under Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may nonetheless, at the direction of the Majority Noteholders, elect to maintain possession of the Issuer Trust Estate.

SECTION 5.6.      Unconditional Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, any such Noteholder shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on its Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Noteholder.

SECTION 5.7.      Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all

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rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

SECTION 5.8.    Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.9.    Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

SECTION 5.10.    Control by Noteholders. The Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee. Furthermore, if any Noteholders have directed the Indenture Trustee to participate in dispute resolution pursuant to Section 2.20 of the 20    -     Servicing Supplement, such Noteholders shall have the right to direct the time, method and place of conducting such dispute resolution, in accordance with Section 2.20 of the 20    -     Servicing Supplement. Notwithstanding the foregoing:

(a)    no such direction shall be in conflict with any rule of law or with this Indenture; and

(b)    the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in liability without receiving indemnity reasonably satisfactory to it.

SECTION 5.11.    Waiver of Past Events of Default. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Majority Noteholders may waive any past Event of Default and its consequences except an Event of Default resulting from a default (a) in payment of principal of or interest on any of the Notes, or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of each Noteholder. Any waiver of a Default or an Event of Default of a type set forth in (a) or (b) of the preceding sentence shall require the consent of all Noteholders. In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively; provided that no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereto.

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Upon any such waiver, such Event of Default shall cease to exist and be deemed to have been cured and not to have occurred, for every purpose of this Indenture; provided that no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereto.

SECTION 5.12.     Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 5.13.    Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Issuer Trust Estate or upon any of the assets of the Issuer.

SECTION 5.14.     Performance and Enforcement of Certain Issuer Obligations.

(a)      Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer, of each of its obligations to the Issuer under or in connection with any of the Program Documents, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Program Documents to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer of its obligations under the Program Documents.

(b)      If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Majority Noteholders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Servicer under or in connection with the Program Documents, including the right or power to take any action to compel or secure performance or observance by the Servicer, of its obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Program Documents and any right of the Issuer to take such action shall be suspended.

ARTICLE VI

THE INDENTURE TRUSTEE

SECTION 6.1.     Duties of Indenture Trustee.

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(a)    If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and the other Program Documents and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)    Except during the continuance of an Event of Default:

(i)     the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Program Documents and no implied covenants or obligations shall be read into this Indenture or the other Program Documents against the Indenture Trustee, and any discretion, permissive right, or privilege shall not be deemed to be or otherwise construed as a duty or obligation; and

(ii)    in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform as to form to the requirements of this Indenture.

(c)      The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)      this paragraph does not limit the effect of paragraph (b) of this Section;

(ii)     the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer of the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;

(iii)    the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.10; and

(iv)    only in the event the Indenture Trustee has acted negligently, the Indenture Trustee shall not be liable for special, consequential or indirect damages (including, among other things, lost profits).

(d)    The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

(e)    Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the 20    -     Servicing Agreement.

(f)    No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to

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believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(g)      Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA.

(h)      The Indenture Trustee shall (i) not be charged with knowledge of any event, default or Event of Default or be required to act based on any other event unless either (A) a Responsible Officer shall have actual knowledge of such event or (B) written notice of such event shall have been given to a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture and the other Program Documents and (ii) shall have no duty to take any action to determine whether any such event, default or Event of Default has occurred. Publicly available information by itself shall not constitute actual or constructive knowledge unless a Responsible Officer shall have actual knowledge or has received written notice of such publicly available information.

(i)      The Indenture Trustee shall, upon two (2) Business Days’ prior notice to the Indenture Trustee, permit any representative of the Noteholders at the expense of the Issuer, during the Indenture Trustee’s normal business hours, to examine all books of account, records, reports and other papers of the Indenture Trustee relating to the Notes, to make copies and extracts therefrom and to discuss the Indenture Trustee’s affairs and actions, as such affairs and actions relate to the Indenture Trustee’s duties with respect to the Notes, with the Indenture Trustee’s officers and employees responsible for carrying out the Indenture Trustee’s duties with respect to the Notes.

(j)      Subject to Sections 6.1(a) and (c), in no event shall the Indenture Trustee be responsible for delays or failures in performance resulting directly or indirectly from forces beyond its control (including, without limitation, acts of God, strikes, work stoppages, accidents, severe weather, floods, nuclear or natural catastrophes, lockouts, riots, civil or military disturbances, acts of war or terrorism, pandemics or epidemics, any provision of any present or future law or regulation or any act of any governmental authority, and any interruption, loss or malfunction of utilities, communications, computer services (software or hardware) or Federal Reserve Bank wire service), provided such default or delay could not have been prevented by the taking of commercially reasonable precautions such as the implementation and execution of disaster recovery plans. Notwithstanding the occurrence of a foregoing event, the Indenture Trustee shall perform its obligations hereunder to the extent it is able to do so under such event. The Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to prevent any failure or delay in performance and to resume performance as soon as practicable under the circumstances.

SECTION 6.2.      Rights of Indenture Trustee.

(a)      The Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Indenture Trustee need not investigate any fact or matter stated in the document and shall not be responsible for determining whether a document defect or breach of representation of warranty has occurred (including, whether such defect or breach is material). Notwithstanding the foregoing, the

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Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, directions, consents, requests, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture.

(b)      Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

(c)      The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d)      The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e)      The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f)      The Indenture Trustee shall, for so long as any Notes are Outstanding, be entitled to exercise all the rights and powers of the registered 20    -     Exchange Noteholder under the Program Documents.

(g)      The Indenture Trustee will not be responsible for filing any financing statements or continuation statements in connection with the Notes, but will cooperate with the Issuer in connection with the filing of such financing statements or continuation statements.

(h)      In no event shall the Indenture Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i)      The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder.

(j)     In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or

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the failure of any party directing such investment to provide timely written investment direction. The Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction.

SECTION 6.3.    Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Note Registrar or co-registrar may do the same with like rights. However, the Indenture Trustee must comply with Section 6.10.

SECTION 6.4.    Indenture Trustee’s Disclaimer. The Indenture Trustee (i) shall not be responsible for, and makes no representation as to, the validity or adequacy of this Indenture or the Notes, (ii) shall not be accountable for the Issuer’s use of the proceeds from the Notes or responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication, (iii) shall not be required to investigate claims of any document defect or breach of a representation or warranty made in the 20    -     Exchange Note Sale Agreement, the 20    -     Exchange Note Transfer Agreement or the 20    -     Servicing Supplement, (iv) shall not be responsible or liable for the acts or omissions of any other party, including the Servicer, the Titling Trust and the Depositor, and may assume each other party’s performance of its obligations under the Trust Agreement, the 20    -     Exchange Note Sale Agreement, the 20    -     Exchange Note Transfer Agreement and the 20    -     Servicing Supplement absent written notice or actual knowledge of a Responsible Officer of the Indenture Trustee to the contrary.

SECTION 6.5.    Reports by Indenture Trustee to Noteholders. The Indenture Trustee shall deliver such information that is either required by applicable law or is requested in writing by a Noteholder in order to enable such Noteholder to prepare its federal and State income tax returns.

SECTION 6.6.    Compensation and Indemnity. The Issuer shall, or shall cause the Administrator to, pay to the Indenture Trustee from time to time reasonable compensation for its services pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Administrator to, reimburse the Indenture Trustee for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall, or shall cause the Administrator to, indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by this Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under this Indenture or under any of the other Program Documents. The Indenture Trustee shall notify

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the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder. The Issuer shall, or shall cause the Administrator to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith.

The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(d) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Notwithstanding anything else set forth in this Indenture or the other Program Documents, the Indenture Trustee agrees that the obligations of the Issuer to the Indenture Trustee hereunder and under the other Program Documents shall be recourse to the Issuer Trust Estate only. In addition, the Indenture Trustee agrees that its recourse to the Issuer and the Issuer Trust Estate shall be limited to the right to receive amounts available pursuant to Sections 5.4(b) and 8.3.

SECTION 6.7.    Replacement of Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.7. The Indenture Trustee may resign at any time by so notifying the Issuer. The Issuer, at the direction of the Majority Noteholders, shall remove the Indenture Trustee if:

(a)        the Indenture Trustee fails to comply with Section 6.10;

(b)        the Indenture Trustee is adjudged bankrupt or insolvent;

(c)        a receiver or other public officer takes charge of the Indenture Trustee or its property; or

(d)        the Indenture Trustee otherwise becomes incapable of acting.

If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee acceptable to the Majority Noteholders.

A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, [,the Hedge Provider] the Noteholders and the Issuer. Thereupon, subject to satisfaction of the Rating Agency Condition, the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the retiring Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture

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Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Majority Noteholders may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

If the Indenture Trustee fails to comply with Section 6.10, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.6 shall continue for the benefit of the retiring Indenture Trustee.

The Issuer shall pay any costs and expenses associated with the replacement of the Indenture Trustee. To the extent the Issuer fails to pay any such costs or expenses on or before the Payment Date following the replacement of the Indenture Trustee, the Administrator shall pay such amount then-outstanding.

SECTION 6.8.    Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee; provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.10. The Indenture Trustee shall provide the Issuer prior written notice of any such transaction.

In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have.

SECTION 6.9.    Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a)        Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Issuer Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Issuer Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Issuer Trust Estate, or any part hereof, and, subject to the other provisions of this

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Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.10 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.7.

(b)        Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)        all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Issuer Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii)       no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii)      the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)        Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee.

(d)        Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

SECTION 6.10.    Eligibility; Disqualification.

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(a)        The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a). The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and it shall have a long-term debt rating of BBB-, or an equivalent rating, or better by Standard & Poor’s and Moody’s and, if rated by Fitch, Fitch’s equivalent rating. The Indenture Trustee shall comply with TIA § 310(b), including the optional provision permitted by the second sentence of TIA § 310(b)(9); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

(b)        Within ninety (90) days after the occurrence of an Event of Default which shall not have been cured or waived, unless authorized by the Commission, the Indenture Trustee shall resign with respect to the Class A Notes, the Class B Notes, the Class C Notes and/or the Class D Notes in accordance with Section 6.7 of this Indenture, and the Issuer shall appoint a successor Indenture Trustee for each of such Classes, as applicable, so that there will be separate Indenture Trustees for the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes. In the event the Indenture Trustee fails to comply with the terms of the preceding sentence, the Indenture Trustee shall comply with clauses (ii) and (iii) of TIA Section 310(b).

(c)        In the case of the appointment hereunder of a successor Indenture Trustee with respect to any Class of Notes pursuant to this Section 6.10, the Issuer, the retiring Indenture Trustee and the successor Indenture Trustee with respect to such Class of Notes shall execute and deliver an indenture supplemental to this Indenture which shall contain:

(i)        provisions by which each successor Indenture Trustee shall accept such appointment;

(ii)       provisions necessary or desirable to transfer and confirm to, and to vest in, the successor Indenture Trustee all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes of the Class to which the appointment of such successor Indenture Trustee relates;

(iii)      if the retiring Indenture Trustee is not retiring with respect to all Classes of Notes, provisions deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes of each Class as to which the retiring Indenture Trustee is not retiring shall continue to be vested in the Indenture Trustee; and

(iv)      provisions necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one Indenture Trustee.

Nothing in this Indenture or in such supplemental indenture shall constitute such Indenture Trustees co-trustees of the same trust and each such Indenture Trustee shall be a trustee of a trust or trusts under this Indenture separate and apart from any trust or trusts under this Indenture administered by any other such Indenture Trustee. The indenture supplement will become effective on the removal of the retiring Indenture Trustee.

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SECTION 6.11.    Representations and Warranties of Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuer and Noteholders shall rely:

(a)        the Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States; and

(b)        the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture.

SECTION 6.12.    Preferential Collection of Claims Against Issuer . The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a).

ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS

SECTION 7.1.    Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not more than five (5) days after each Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Noteholders as of such Record Date, and (b) at such other times as the Indenture Trustee may request in writing, within thirty (30) days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten (10) days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished. Upon the request of the Noteholders, the Indenture Trustee or, if the Indenture Trustee is not the Note Registrar, the Issuer, shall furnish a copy of the list of the names and addresses of the Noteholders to the Noteholders.

SECTION 7.2.    Preservation of Information; Communications to Noteholders.

(a)        The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished.

(b)        Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.

(c)        The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c).

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(d)        A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and provide notices and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notice to the Indenture Trustee. Any Note Owner must provide a written certification stating that the Note Owner is a beneficial owner of a Note, together with supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note. The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Note Owner, other than requests, demands or directions relating to an asset representations review demand pursuant to Section 7.2(f), unless the Noteholder or Note Owner has offered reasonable security or indemnity reasonably satisfactory to the Indenture Trustee to protect it against the costs and expenses that it may incur in complying with the request, demand or direction.

(e)        A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) that wishes to communicate with other Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the other Program Documents may send a request to the Issuer or the Servicer, on behalf of the Issuer, to include information regarding the communication in a Form 10-D to be filed by the Issuer with the Securities and Exchange Commission. Each request must include (i) the name of the requesting Noteholder or Note Owner, (ii) the method by which other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner and (iii) in the case of a Note Owner, a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. A Noteholder or Note Owner, as applicable, that delivers a request under this Section 7.2(e) will be deemed to have certified to the Issuer and the Servicer that its request to communicate with other Noteholders or Note Owners, as applicable, relates solely to a possible exercise of rights under this Indenture or the other Program Documents, and will not be used for other purposes. The Issuer will promptly deliver any such request to the Servicer. On receipt of a request, the Servicer will include, or will cause the Depositor (at the Servicer’s expense) to include, in the Form 10-D filed by the Issuer with the Securities and Exchange Commission for the Collection Period in which the request was received (A) a statement that the Issuer has received a request from a Noteholder or Note Owner, as applicable, that is interested in communicating with other Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the other Program Documents, (B) the name of the requesting Noteholder or Note Owner, (C) the date the request was received and (D) a description of the method by which the other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner.

(f)        If a Delinquency Trigger occurs, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Review of the Asset Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its

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ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If Noteholders and Note Owners, as applicable, of at least 5% of the aggregate Note Balance of the Notes as of the date on which such Delinquency Trigger occurred (exclusive of Notes held by the Sponsor or any of its Affiliates) demand a vote within [90] days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request such a vote of the Noteholders through the Clearing Agency, which vote will remain open until the [150th day] after the filing of the related Form 10-D. If (i) a voting quorum of Noteholders holding at least 5% of the aggregate Note Balance (exclusive of Notes held by the Sponsor or any of its Affiliates) participate in the related vote and (ii) Noteholders of a majority of the Note Balance of Notes voted agree to an Asset Review, then the Indenture Trustee will send an Asset Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement directing the Asset Representations Reviewer to conduct the Asset Review.

SECTION 7.3.    Reports by Issuer.

(a)        The Issuer shall:

(i)        file with the Indenture Trustee, within fifteen (15) days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii)       file with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(iii)      supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission.

(b)        Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.

SECTION 7.4.    Reports by Indenture Trustee.

(a)        If required by TIA § 313(a), within sixty (60) days after each May 31, beginning with May 31, 20    , the Indenture Trustee shall mail to each Noteholder if required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b).

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(b)        A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.

SECTION 7.5.    Review Reports. Upon the request of any Noteholder to the Indenture Trustee for a copy of any Review Report (as defined in the Asset Representations Review Agreement), the Indenture Trustee shall promptly provide a copy of such Review Report to such Noteholder; provided, that if the requesting Noteholder is not a Noteholder of record, such Noteholder must provide the Indenture Trustee with a written certification stating that it is a beneficial owner of a Note, together with supporting documentation supporting that statement (which may include, but is not limited to, a trade confirmation, an account statement or a letter from a broker or dealer verifying ownership) before the Indenture Trustee delivers such Review Report to such Noteholder; provided, further, that the Indenture Trustee shall provide the Servicer with notice of such request before delivering the related Review Report to the requesting Noteholder and if such Review Report contains personally identifiable information regarding Lessees, and if the Servicer provides notice to the Indenture Trustee, then the Servicer may condition the Indenture Trustee’s delivery of that portion of the Review Report to the requesting Noteholder on such Noteholder’s delivery to the Servicer of an agreement acknowledging that such Noteholder may use such information only for the limited purpose of assessing the nature of the related breaches of representations and warranties and may not use that information for any other purpose.

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS, RELEASES, REPORTS AND NOTICES

SECTION 8.1.    Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Issuer Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim an Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.2.    Servicer Report.

(a)        (i) On each Determination Date, prior to [12:00] p.m. (Central time), the Issuer shall cause the Servicer to deliver to the Indenture Trustee, the Titling Trust and the Collateral Agent, a Servicer Report with respect to the next Payment Date and the related Collection Period, and (ii) the Issuer shall also cause the Servicer to deliver a Servicer Report to each Rating Agency on the same date the Servicer’s Report is publicly available (provided that if the Servicer’s Report is not made publicly available, the Servicer will deliver it to each Rating

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Agency, no later than the twenty-second (22nd) of each month (or if not a Business Day, the next succeeding Business Day)).

(b)        The Indenture Trustee shall have no duty or obligation to verify or confirm the accuracy of any of the information or numbers set forth in the Servicer Report delivered to the Indenture Trustee in accordance with this Section, and the Indenture Trustee shall be fully protected in conclusively relying upon such Servicer Report.

SECTION 8.3.    Disbursement of Funds.

(a)        On each Payment Date, other than any Payment Date on which amounts are required to be distributed pursuant to Section 5.4(c), prior to [12:00] p.m. (Central time), in accordance with the related Servicer Report and pursuant to the instructions of the Servicer, the Indenture Trustee shall transfer from the Indenture Collections Account the sum of (i) the Available Funds for such Payment Date, plus (ii) the Reserve Account Withdrawal Amount for such payment Date [plus (iii) on the Payment Date on or after the date on which the [Revolving Period]/[Pre-Funding Period] ends, all amounts remaining on deposit in the [Revolving Account]/[Pre-Funding Account] on such date] (such sum, “Total Available Funds”) and shall apply the Total Available Funds for such Payment Date in accordance with the following priorities[; provided, that no portion of the Total Available Funds representing the Reserve Account Withdrawal Amount may be paid to GM Financial or any Affiliate thereof]:

(i)        [from the Total Available Funds and amounts withdrawn from the Hedge Termination Account (if any), to the Hedge Provider, net payments, if any, due to it under the Hedge Agreement;]

(ii)       from the Total Available Funds [and amounts withdrawn from the Hedge Termination Account (if any)], on a pro rata basis (A) to the Successor Servicer, an amount equal to any unpaid transition expenses that were required to be paid pursuant to Section 4.1(d) of the Servicing Agreement but not so paid in an amount not to exceed $        , (B) to the Indenture Trustee, any accrued and unpaid amounts, including fees, expenses and indemnities (to the extent such amounts have not been previously paid by the Administrator) in an amount not to exceed $         in any consecutive twelve (12) month period (provided, however, that, such cap will not be applicable any time that an Event of Default has occurred and is continuing), (C) to the Issuer Owner Trustee, any accrued and unpaid amounts, including fees, expenses and indemnities (in each case, to the extent such amounts have not been previously paid by the Administrator) in an amount not to exceed $         in any consecutive twelve (12) month period; and (D) to the Asset Representations Reviewer, any accrued and unpaid amounts, including fees, expenses, indemnities and, with respect to any successor Asset Representations Reviewer, transition expenses (in each case, to the extent such amounts have not been previously paid by the Servicer) in an amount not to exceed $         in any calendar year;

(iii)      from the Total Available Funds [and amounts withdrawn from the Hedge Termination Account (if any)], [pari passu, (A) ] to the Note Payment Account for payment to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Payment Date [and (B) to the Hedge

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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];

(iv)        [after the Revolving Period,] from the Total Available Funds, to the Note Payment Account for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount;

(v)         from the Total Available Funds, to the Note Payment Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes;

(vi)        from the Total Available Funds, to the Note Payment Account for payment to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Payment Date;

(vii)       [after the Revolving Period,] from the Total Available Funds, to the Note Payment Account for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount;

(viii)      from the Total Available Funds, to the Note Payment Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes;

(ix)        from the Total Available Funds, to the Note Payment Account for payment to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Payment Date;

(x)         [after the Revolving Period,] from the Total Available Funds, to the Note Payment Account for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount;

(xi)        from the Total Available Funds, to the Note Payment Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes;

(xii)       from the Total Available Funds, to the Note Payment Account for payment to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Payment Date;

(xiii)      [after the Revolving Period,] from the Total Available Funds, to the Note Payment Account for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount;

(xiv)      from the Total Available Funds, to the Note Payment Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes;

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(xv)        from the Total Available Funds, [as long as the Revolving Period has not terminated, to the Revolving Account, an amount equal to the Noteholders’ Principal Distributable Amount, or, as long as the Revolving from Period has terminated,] to the Note Payment Account for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount;

(xvi)       from the Total Available Funds, to the Reserve Account, the Reserve Account Required Amount for such Payment Date;

(xvii)      from the Total Available Funds [as long as the Revolving Period has not terminated, to the Revolving Account, an amount equal to the Accelerated Principal Amount, or, as long as the Revolving from Period has terminated], to the Note Payment Account for distribution as provided in paragraph (b) below, the Accelerated Principal Amount;

(xviii)    [to the Hedge Counterparty, any unpaid Swap Termination Payments;]

(xix)      from the Total Available Funds, on a pro rata basis to the Successor Servicer, the Indenture Trustee, the Asset Representations Reviewer and the Issuer Owner Trustee any amounts due to such parties in excess of the caps set forth in clause (i); and

(xx)        from the Total Available Funds, to the Issuer Trust Certificateholders the aggregate amount remaining in the Indenture Collections Account.

On any Payment Date with respect to which no Servicer Report was delivered, to the extent there are Available Funds in the Indenture Collections Account, the Indenture Trustee will make payments of the Noteholders’ Interest Distributable Amounts described in [(ii), (v), (viii) and (xi)] above as well as any Matured Principal Shortfalls described in [(iv), (vii), (x) and (xiii)] above.

(b)    On each Payment Date, the Indenture Trustee shall apply or cause to be applied the aggregate of the amounts described in clause [(iii), (iv), (vi), (vii), (ix), (x), (xii), (xiii), (xiv) and (xvi)] of paragraph (a) above on that Payment Date in the listed order of priority:

(i)          to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero;

(ii)         to the Class A-2[-A] Noteholders [and the Class A-2[-B] Noteholders, pro rata], based on the [respective] outstanding principal balance[s] of the Class A-2[-A] Notes [and the Class A-2[-B] Notes], until the outstanding principal balance[s] of the Class A-2[-A] Notes [and the Class A-2[-B] Notes] have been reduced to zero;

(iii)        [to the Class A-2-B Noteholders in reduction of the remaining principal balance of the Class A-2-B Notes, until the outstanding principal balance thereof has been reduced to zero];

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(iv)     to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero;

(v)       to the Class A-4 Noteholders in reduction of the remaining principal balance of the Class A-4 Notes, until the outstanding principal balance thereof has been reduced to zero;

(vi)      to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero;

(vii)     to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; and

(viii)    to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero;

provided, however, that, (A) following an acceleration of the Notes pursuant to Section 5.2, or (B) the occurrence of an Event of Default pursuant to Section 5.1, amounts deposited in the Note Distribution Account shall be paid to the Noteholders pursuant to Section 5.4(c).

(c)    In the event that the Indenture Collections Account is maintained with an institution other than the Indenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Section 8.3(a) on the related Payment Date.

(d)    In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Issuer (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred.

(e)    Notwithstanding Sections 5.4(c)(SECOND) – (TENTH) and 8.3(a)(ii) – (xiv) and (xvi), distributions required to be made to the Noteholders on any Payment Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in

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immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Payment Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $        , or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Payment Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.3.

(f)    Subject to Section 2.5(h) of the 20    -     Servicing Supplement and this section, monies received by the Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Indenture Trustee shall not be liable for any interest thereon.

SECTION 8.4.    Release of Issuer Trust Estate.

(a)    Subject to the payment of its fees and expenses pursuant to Section 6.6, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

(b)    The Indenture Trustee shall, at such time as there are no Notes Outstanding, all Issuer Obligations have been paid in full and all sums due the Indenture Trustee pursuant to Section 6.6 have been paid, release any remaining portion of the Issuer Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the 20    -     Exchange Note Collections Account, the Indenture Collections Account or the Note Payment Account. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.4(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate and an Opinion of Counsel.

SECTION 8.5.    Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee may also require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Issuer Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

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SECTION 8.6.    Reports and Notices to Noteholders. The Indenture Trustee shall make available to each Noteholder, to the extent not already provided in accordance with the Program Documents, the following reports and notices received by the Indenture Trustee pursuant to the Program Documents:

(a)    on each Payment Date, a copy of the Servicer Report with respect to such Payment Date and the related Collection Period;

(b)    if an Event of Default or a Servicer Default occurs and is continuing and it is known to a Trust Officer of the Indenture Trustee, as promptly as practicable after obtaining such knowledge, written notice of such Event of Default or Servicer Default;

(c)    as promptly as practicable after receipt, a copy of each Officer’s Certificate delivered by the Issuer to the Indenture Trustee pursuant to Section 3.9;

(d)    as promptly as practicable after receipt, a copy of each report, notice or certificate delivered by the Servicer to the Indenture Trustee pursuant to the 20    -     Servicing Supplement;

(e)    as promptly as practicable after receipt, a copy of any notice of a breach of representation or warranty by GM Financial or the Depositor delivered to the Indenture Trustee pursuant to the 20    -     Exchange Note Sale Agreement;

(f)    as promptly as practicable after receipt, a copy of any notice of a breach of representation or warranty by the Depositor or the Issuer delivered to the Indenture Trustee pursuant to the 20    -     Exchange Note Transfer Agreement;

(g)    as promptly as practicable after receipt, a copy of any notice received by the Indenture Trustee pursuant to the 20    -     Exchange Note Supplement, the 20    -     Exchange Note Sale Agreement and the 20    -     Exchange Note Transfer Agreement;

(h)    as promptly as practicable after receipt, any Officer’s Certificate or Opinion of Counsel provided by GM Financial to the Indenture Trustee pursuant to the 20    -     Servicing Supplement; and

(i)    as promptly as practicable after receipt, a copy of each notice delivered by the Issuer to the Indenture Trustee pursuant to Section 3.7(e).

The Indenture Trustee will make available each month to each Noteholder the statements referred to in Sections 8.2 and 8.6 above (and certain other documents, reports and information regarding the Receivables provided by the Servicer from time to time) via the Indenture Trustee’s internet website, with the use of a password provided by the Indenture Trustee. The Indenture Trustee’s internet website will be located at CTSLink.com or at such other address as the Indenture Trustee shall notify the Noteholders from time to time. For assistance with regard to this service, Noteholders can call the Indenture Trustee’s Corporate Trust Office at (866) 846-4526. The Indenture Trustee shall have the right to change the way the statements referred to in Sections 8.2 and 8.6 above are distributed in order to make such distributions more convenient and/or more accessible to the parties entitled to receive such statements so long as such statements are only provided to the then current Noteholders. The Indenture Trustee shall

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provide notification of any such change to all parties entitled to receive such statements in the manner described in Sections 11.4 and 11.5, as appropriate.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.1.    Supplemental Indentures Without Consent of Noteholders.

(a)    Without the consent of the Holders of any Notes [but with the consent of the Hedge Provider (unless such indenture supplement hereto could not reasonably be expected to have a material adverse effect on the Hedge Provider)] and with prior notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, the Issuer, the Servicer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:

(i)    to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;

(ii)    to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;

(iii)    to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;

(iv)    to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(v)    to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not adversely affect the interests of the Holders of the Notes;

(vi)    to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or

(vii)    to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA.

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The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b)    The Issuer, the Servicer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior notice to the Rating Agencies [and the Hedge Provider (unless such indenture supplemental hereto could not reasonably be expected to have a material adverse effect on the Hedge Provider)] by the Issuer, as evidenced to the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

SECTION 9.2.    Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies [and the Hedge Provider (unless such indenture supplemental hereto could not reasonably be expected to have a material adverse effect on the Hedge Provider)] by the Issuer, and with the consent of the Majority Noteholders, by Act of such Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Outstanding Note affected thereby:

(a)    change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Issuer Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);

(b)    change the definition of Majority Noteholders or Required Noteholders or otherwise reduce the percentage of the outstanding principal amount of the Notes, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(c)    modify or alter the provisions of the proviso to the definition of the term “Outstanding;”

(d)    modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Program

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Documents cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby;

(e)    modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or

(f)    permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Issuer Trust Estate or, except as otherwise permitted or contemplated herein or in any Program Document, terminate the lien of this Indenture on any property at any time subject hereto or deprive Noteholders of any Noteholder of the security provided by the lien of this Indenture.

It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 9.3.    Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

SECTION 9.4.    Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.5.    Conformity With Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to

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the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act.

SECTION 9.6.    Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

ARTICLE X

REDEMPTION OF NOTES

SECTION 10.1.    Redemption. The Servicer shall be permitted at its option to purchase the 20    -     Exchange Note and other components of the Issuer Trust Estate from the Issuer on a Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Note Principal Balance is less than or equal to [10]% of the Note Principal Balance as of the 20    -     Closing Date (the exercise of such option is referred to as an “Optional Purchase”). In connection with the exercise of an Optional Purchase, the Servicer will deposit an amount equal to [the greater of (i) the amount that is necessary to pay the full amount of principal, premium if any, and interest then due and payable on the Notes [and amounts due and unpaid to the Hedge Provider under the Hedge Agreement], and (ii)] the Exchange Note Balance into the Indenture Collections Account on the Payment Date relating to the Redemption Date; provided, that the Servicer will be permitted to purchase the 20    -     Exchange Note only if the related Exchange Note Balance is at least equal to the sum of (a) the Note Principal Balance plus accrued and unpaid interest thereon to and excluding the Payment Date on which the Notes will be redeemed, and (b) all other outstanding Issuer Obligations payable by the Issuer under the Program Documents (the “Optional Purchase Price”); provided, further, that if the Optional Purchase Price is less than such Exchange Note Balance, the Servicer may deposit only the Optional Purchase Price to the Indenture Collections Account in full satisfaction of its obligations to deposit the Exchange Note Balance therein. In connection with an Optional Purchase, the Notes shall be redeemed on the Redemption Date in whole, but not in part, for the Redemption Price and thereupon the pledge of the 20    -     Exchange Note shall be discharged and released. If the outstanding Notes are to be redeemed pursuant to this Section, the Administrator or the Issuer shall furnish notice of such election to the Indenture Trustee not later than twenty (20) days prior to the Redemption Date. In connection with the exercise of an Optional Purchase, on the Redemption Date, prior to 10:00 a.m. (Eastern time), the Indenture Trustee shall transfer the Optional Purchase Price as part of Available Funds from the Indenture Collections and use such funds to pay the Redemption Price.

SECTION 10.2.    Form of Redemption Notice. Notice of redemption under Section 10.1 shall be given by the Indenture Trustee by first-class mail, postage prepaid, or by facsimile and mailed or transmitted not later than ten (10) days prior to the applicable Redemption Date to each

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Noteholder, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Noteholder’s address or facsimile number appearing in the Note Register.

All notices of redemption shall state:

(a)    the Redemption Date;

(b)    the Redemption Price; and

(c)    the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.2).

Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Noteholder shall not impair or affect the validity of the redemption of any other Note.

SECTION 10.3.    Notes Payable on Redemption Date. The Notes or portions thereof to be redeemed shall, following notice of redemption as required by Section 10.2, on the Redemption Date become due and payable at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1.    Compliance Certificates and Opinions, etc.

(a)    Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i)    a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

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(ii)    a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)    a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)    a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(b)    (i) Prior to the deposit of any Indenture Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Indenture Collateral or other property or securities to be so deposited.

(ii)    Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Outstanding Amount of the Notes.

(iii)    Whenever any property or securities are to be released from the Lien of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Noteholders an Officer’s Certificate of the Issuer certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

(iv)    Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, or securities released from the lien of this Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release

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of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the then Outstanding Amount of the Notes.

(v)    Notwithstanding any other provision of this Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose of the Indenture Collateral as and to the extent permitted or required by the Program Documents and (B) make cash payments out of the 20    -     Exchange Note Collections Account as and to the extent permitted or required by the Program Documents.

(vi)    If the Commission issues an exemptive order under Section 304(d) of the TIA modifying the Indenture Trustee’s obligations under Sections 314(c) and 314(d)(1) of the TIA, the Indenture Trustee will release property from the Lien of this Indenture only in accordance with the Program Documents and the conditions and procedures set forth in the exemptive order.

SECTION 11.2.    Form of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such officer’s certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Issuer or the Administrator stating that the information with respect to such factual matters is in the possession of the Servicer, Issuer or the Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not,

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however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

SECTION 11.3.    Acts of Noteholders.

(a)    Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.

(b)    The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c)    The ownership of Notes shall be proved by the Note Register.

(d)    Any request, demand, authorization, direction, notice, consent, waiver or other action by any Noteholder shall bind the Noteholder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 11.4.    Notices, etc., to Indenture Trustee, Issuer and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture shall be in writing and if such request, demand, authorization, direction, notice, consent, waiver or act of Noteholders is to be made upon, given or furnished to or filed with:

(a)    the Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at the Corporate Trust Office, or

(b)    the Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and mailed first-class, postage prepaid to the Issuer addressed to: Issuer, c/o [Owner Trustee], [Address], Attention:                      or at any other address previously furnished in writing to the Indenture Trustee by the Issuer or the Servicer; with a copy to the Administrator addressed to: 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, or at any other address previously furnished in writing to the Indenture Trustee by the Administrator. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee.

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(c)    Notices required to be given to the Rating Agencies shall be provided by the Issuer in writing, personally delivered, electronically delivered, delivered by overnight courier or mailed certified mail, return receipt requested, to (i) in the case of                     , to [Address], or (ii) in the case of                     , to [Address]; or, as to each of the foregoing, at such other address as shall be designated by written notice to the parties hereto.

SECTION 11.5.    Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at such Noteholder’s address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default.

SECTION 11.6.    Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Noteholder providing for a method of payment, or notice by the Indenture Trustee to such Noteholder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements.

SECTION 11.7.    Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

The provisions of TIA §§ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

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SECTION 11.8.    Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 11.9.    Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents.

SECTION 11.10.    Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.11.    Benefits of Indenture. [The Hedge Provider shall be a third-party beneficiary to the provisions of this Indenture.] Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Noteholders, and any other party secured hereunder, and any other Person with an ownership interest in any part of the Issuer Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 11.12.    Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

SECTION 11.13.    GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

SECTION 11.14.    Counterparts and Consent to Do Business Electronically. This Indenture may be executed in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Indenture and any documents to be delivered in connection with this Indenture may be executed by means of an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Indenture and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

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SECTION 11.15.    Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

SECTION 11.16.    Trust Obligation.

(a)    No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Issuer Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Issuer Owner Trustee, as such or in its individual capacity, (ii) any Issuer Certificateholder, (iii) any other owner of a beneficial interest in the Issuer, or (iv) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, any Issuer Trust Certificateholder, the Issuer Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Issuer Owner Trustee, as such or in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Issuer Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

(b)    It is expressly understood and agreed by the parties hereto that (i) this Indenture is executed and delivered by [Owner Trustee], not individually or personally but solely as Issuer Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it under the Issuer Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by [Owner Trustee] but is made and intended for the purpose for binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on [Owner Trustee], individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (iv) [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (v) under no circumstances shall [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or the other related documents.

SECTION 11.17.    No Petition the Issuer, Depositor, Settlor or Titling Trust. The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any United States, federal or state bankruptcy or similar law for a period of one year and a day after:

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(a)    termination of the Titling Trust Agreement, against the Settlor or the Titling Trust; and

(b)    payment in full of the Notes, against the Depositor or the Issuer.

SECTION 11.18.    No Recourse. The Notes represent obligations of the Issuer only and do not represent an interest in or obligations of the Titling Trust, the Servicer, the Settlor, GM Financial, the Depositor, the Issuer Owner Trustee (as such or in its individual capacity) or any of their respective Affiliates, and no recourse may be had against such parties or their assets, except as may be set forth in this Indenture and the other Program Documents. Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Issuer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (a) the Indenture Trustee or the Issuer Owner Trustee, as such or in its individual capacity, (b) any owner of a beneficial interest in the Issuer, or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Issuer Owner Trustee, as such or in its individual capacity or any holder of a beneficial interest in the Issuer, the Issuer Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Issuer Owner Trustee, as such or in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

SECTION 11.19.    Execution of Financing Statements. Pursuant to any applicable law, the Indenture Trustee is authorized to file or record financing statements and other filing or recording documents or instruments with respect to the Indenture Collateral without the signature of the Issuer in such form and in such offices as the Indenture Trustee determines appropriate to perfect the security interests of the Indenture Trustee under this Indenture. The Issuer hereby authorizes the Indenture Trustee to use the collateral description “all personal property” or “all assets” in any such financing statements. The Issuer hereby ratifies and authorizes the filing by the Indenture Trustee of any financing statement with respect to the Indenture Collateral made prior to the date hereof; provided that, at the request of the Issuer, the Indenture Trustee shall amend any such statement (and any other financing statement filed by the Indenture Trustee in connection with this Indenture) to exclude any property that is released from, or otherwise not included in, the Indenture Collateral.

SECTION 11.20.    [Calculation Agent; SOFR Determination].

(a)    [Appointment. The Issuer agrees that for so long as the Class [A-2-B] Notes are Outstanding, there will be an agent appointed to calculate SOFR for each Interest Accrual Period (the “Calculation Agent”). The Issuer appoints the [Indenture Trustee] as Calculation Agent only for the purposes of determining SOFR for each Interest Accrual Period and the [Indenture Trustee] accepts the appointment. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Issuer, the Issuer will promptly appoint as a replacement Calculation Agent a leading bank engaged in transactions in Eurodollar deposits in the international Eurodollar market and not an

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Affiliate of the Issuer or its Affiliates. The Calculation Agent may not resign without a replacement having been duly appointed.]

(b)    [SOFR Determination. On each SOFR Determination Date, the Calculation Agent will notify the Servicer and the Issuer by e-mail of SOFR for the related Interest Accrual Period. All determinations of SOFR by the Calculation Agent or the Issuer, as applicable, in the absence of manifest error, will be conclusive and binding on the Noteholders.]

SECTION 11.21.    Indemnification. The indemnification provided by any party under any Program Document shall include all reasonable legal fees and expenses and court costs incurred by any respective indemnified party in connection with any proceeding to enforce such indemnification obligation.

SECTION 11.22.    AML Law. The parties hereto acknowledge that in accordance with laws, regulations and executive orders of the United States or any state or political subdivision thereof as are in effect from time to time applicable to financial institutions relating to the funding of terrorist activities and money laundering, including without limitation the USA Patriot Act (Pub. L. 107-56) and regulations promulgated by the Office of Foreign Asset Control (collectively, “AML Law”), the Indenture Trustee is required to obtain, verify, and record information relating to individuals and entities that establish a business relationship or open an account with the Indenture. Each applicable party hereby agrees that it shall provide the Indenture Trustee with such identifying information and documentation as the Indenture Trustee may request from time to time in order to enable the Indenture Trustee to comply with all applicable requirements of AML Law.

SECTION 11.23.    Third Party Beneficiaries. The Issuer Owner Trustee is an express third party beneficiary of this Indenture.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized and duly attested, all as of the day and year first above written.

GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -
By:	[Owner Trustee], not in its individual capacity but solely as Issuer Owner Trustee,

By:

Name:

Title:

[Indenture Trustee], not in its individual capacity but solely as Indenture Trustee,

By:

Name:

Title:

AMERICREDIT FINANCIAL SERVICES, INC. d/b/a GM FINANCIAL, as Servicer

By:

Name:

Title:

[Signature Page to the Indenture]

EXHIBIT A-1

REGISTERED $            

No. A-1

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.             

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

GM FINANCIAL AUTOMOBILE LEASE TRUST 20    -    

CLASS A-1     % ASSET BACKED NOTE

GM Financial Automobile Lease Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of          DOLLARS payable on each Payment Date pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the             , 20    Payment Date (the “Final Scheduled Payment Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid, from             , 20   . Interest will be computed on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

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Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:             , 20	GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -
	By:	[OWNER TRUSTEE], not in its individual capacity but solely as Issuer Owner Trustee
	By:
		Authorized Signatory

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CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[INDENTURE TRUSTEE], not in its individual capacity but solely as Indenture Trustee
	By:
		Authorized Signatory

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[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-1 __% Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under an Indenture dated as of             , 20    (such indenture, as supplemented or amended, is herein called the “Indenture”), among the Issuer, AmeriCredit Financial Services Inc., d/b/a GM Financial (“GM Financial”), as servicer, and [Indenture Trustee], as indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture Trustee under the Indenture) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-1 Notes will be payable on each Payment Date in an amount described on the face hereof. “Payment Date” means the                      (    ) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing             , 20   . If GM Financial is no longer acting as Servicer, the Payment Date may be a different day of the month. The term “Payment Date,” shall be deemed to include the Final Scheduled Payment Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Payment Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon

A-1-5

all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Payment Date by notice mailed prior to such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

The Issuer shall pay interest on overdue installments of interest at the Class A-1 Interest Rate to the extent lawful.

As provided in the Indenture and the 20    -     Servicing Agreement, the Servicer will be permitted at its option to purchase the 20    -     Exchange Note and other components of the Issuer Trust Estate and to terminate the pledge of the 20    -     Exchange Note on any Redemption Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Outstanding Amount of all Notes is less than or equal to 10% of the Outstanding Amount of all Notes measured on the 20    -     Closing Date. The purchase price for the 20    -     Exchange Note shall equal the unpaid principal balances of the outstanding Notes, together with accrued interest thereon for the related Interest Accrual Period and certain other amounts, which amount shall be deposited by the Servicer into the Indenture Collections Account on the related Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the pledge of the 20    -     Exchange Note shall be discharged and released and the 20    -     Exchange Note shall be returned to or upon the order of the Servicer.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing

A-1-6

that either (a) it is not, and it is not acting on behalf of or investing the assets of, a Benefit Plan Entity or (b) it is, or is acting on behalf of or investing the assets of, a Benefit Plan Entity and its acquisition, holding and disposition of this Note will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law. If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition, holding and disposition of this Note or any beneficial interest herein will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Issuer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Depositor, the Servicer, the Issuer Owner Trustee or the Indenture Trustee or of any successor or assign of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Issuer Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than the Depositor, or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Titling Trust, the Depositor, the Settlor, the Servicer or any of their respective Affiliates.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such

A-1-7

consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY, AN CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of [Owner Trustee] in its individual capacity, [Indenture Trustee]in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Noteholder of this Note by its acceptance hereof agrees that, except as expressly provided in the Program Documents, in the case of an Event of Default the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-1-8

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                                         , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	*/
	Signature Guaranteed:
	*/

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-1-9

EXHIBIT A-2[-A]

REGISTERED $            

No. A-2[-A]

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.             

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

GM FINANCIAL AUTOMOBILE LEASE TRUST 20    -    

CLASS A-2[-A]     % ASSET BACKED NOTE

GM Financial Automobile Lease Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [UP TO              DOLLARS payable on each Payment Date pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the             , 20    Payment Date (the “Final Scheduled Payment Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid, from             , 20   . Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

A-2[-A]-1

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-2[-A]-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:             , 20	GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -
	By:	[OWNER TRUSTEE], not in its individual capacity but solely as Issuer Owner Trustee
	By:
		Authorized Signatory

A-2[A]-3

CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[Indenture Trustee], not in its individual capacity but solely as Indenture Trustee
	By:
		Authorized Signatory

A-2[-A]-4

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-2[-A]     % Asset Backed Notes (herein called the “Class A-2[-A] Notes”), all issued under an Indenture dated as of             , 20    (such indenture, as supplemented or amended, is herein called the “Indenture”), among the Issuer, AmeriCredit Financial Services Inc., d/b/a GM Financial (“GM Financial”), as servicer, and [Indenture Trustee], as indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture Trustee under the Indenture) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-2[-A] Notes will be payable on each Payment Date in an amount described on the face hereof. “Payment Date” means the              (    ) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing             , 20    . If GM Financial is no longer acting as Servicer, the Payment Date may be a different day of the month. The term “Payment Date,” shall be deemed to include the Final Scheduled Payment Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Payment Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-2[-A] Notes shall be made pro rata to the Class A-2[-A] Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon

A-2[-A]-5

all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Payment Date by notice mailed prior to such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

The Issuer shall pay interest on overdue installments of interest at the Class A-2[-A] Interest Rate to the extent lawful.

As provided in the Indenture and the 20    -     Servicing Agreement, the Servicer will be permitted at its option to purchase the 20    -     Exchange Note and other components of the Issuer Trust Estate and to terminate the pledge of the 20    -     Exchange Note on any Redemption Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Outstanding Amount of all Notes is less than or equal to 10% of the Outstanding Amount of all Notes measured on the 20    -     Closing Date. The purchase price for the 20    -     Exchange Note shall equal the unpaid principal balances of the outstanding Notes, together with accrued interest thereon for the related Interest Accrual Period and certain other amounts, which amount shall be deposited by the Servicer into the Indenture Collections Account on the related Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the pledge of the 20    -     Exchange Note shall be discharged and released and the 20    -     Exchange Note shall be returned to or upon the order of the Servicer.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing

A-2[-A]-6

that either (a) it is not, and it is not acting on behalf of or investing the assets of, a Benefit Plan Entity or (b) it is, or is acting on behalf of or investing the assets of, a Benefit Plan Entity and its acquisition, holding and disposition of this Note will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law. If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition, holding and disposition of this Note or any beneficial interest herein will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Issuer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Depositor, the Servicer, the Issuer Owner Trustee or the Indenture Trustee or of any successor or assign of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Issuer Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than the Depositor, or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Titling Trust, the Depositor, the Settlor, the Servicer or any of their respective Affiliates.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such

A-2[-A]-7

consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY, AN CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of [Owner Trustee] in its individual capacity, [Indenture Trustee] in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Noteholder of this Note by its acceptance hereof agrees that, except as expressly provided in the Program Documents, in the case of an Event of Default the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-2[-A]-8

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                                         , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	*/
	Signature Guaranteed:
	*/

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-2[-A]-9

[[EXHIBIT A-2-B]

[REGISTERED] $            

[No. A-2-B]

[SEE REVERSE FOR CERTAIN DEFINITIONS]

CUSIP NO.             

[Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

[THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.]

[GM FINANCIAL AUTOMOBILE LEASE TRUST 20    -    ]

[CLASS A-2-B FLOATING RATE ASSET BACKED NOTE]

[GM Financial Automobile Lease Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of UP TO TWO HUNDRED FORTY MILLION DOLLARS payable on each Payment Date pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the             , 20     Payment Date (the “Final Scheduled Payment Date”). The Issuer will pay interest on this Note at the rate of the greater of (i) [30-day average SOFR] +     % and (ii)     % per annum on each Payment Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid, from             , 20    . Interest will be computed on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.]

[The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.]

[A-2-B-1]

[Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.]

[Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.]

[A-2-B-2]

[IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.]

[Date:             , 20	GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -
	By:	[OWNER TRUSTEE], not in its individual capacity but solely as Issuer Owner Trustee
	By:
		Authorized Signatory]

[A-2-B-3]

[CERTIFICATE OF AUTHENTICATION]

[This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[Indenture Trustee], not in its individual capacity but solely as Indenture Trustee
	By:
		Authorized Signatory]

[A-2-B-4]

[REVERSE OF NOTE]

[This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-2-B Floating Rate Asset Backed Notes (herein called the “Class A-2-B Notes”), all issued under an Indenture dated as of             , 20     (such indenture, as supplemented or amended, is herein called the “Indenture”), among the Issuer, AmeriCredit Financial Services Inc., d/b/a GM Financial (“GM Financial”), as servicer, and [Indenture Trustee], as indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture Trustee under the Indenture) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.]

[The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.]

[Principal of the Class A-2-B Notes will be payable on each Payment Date in an amount described on the face hereof. “Payment Date” means the              (    ) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing             , 20    . If GM Financial is no longer acting as Servicer, the Payment Date may be a different day of the month. The term “Payment Date,” shall be deemed to include the Final Scheduled Payment Date.]

[As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Payment Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-2-B Notes shall be made pro rata to the Class A-2-B Noteholders entitled thereto.]

[Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon

[A-2-B-5]

all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Payment Date by notice mailed prior to such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.]

[The Issuer shall pay interest on overdue installments of interest at the Class A-2-B Interest Rate to the extent lawful.]

[As provided in the Indenture and the 20    -     Servicing Agreement, the Servicer will be permitted at its option to purchase the 20    -     Exchange Note and other components of the Issuer Trust Estate and to terminate the pledge of the 20    -     Exchange Note on any Redemption Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Outstanding Amount of all Notes is less than or equal to 10% of the Outstanding Amount of all Notes measured on the 20    -     Closing Date. The purchase price for the 20    -     Exchange Note shall equal the unpaid principal balances of the outstanding Notes, together with accrued interest thereon for the related Interest Accrual Period and certain other amounts, which amount shall be deposited by the Servicer into the Indenture Collections Account on the related Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the pledge of the 20    -     Exchange Note shall be discharged and released and the 20    -     Exchange Note shall be returned to or upon the order of the Servicer.]

[As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.]

[If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing

[A-2-B-6]

that either (a) it is not, and it is not acting on behalf of or investing the assets of, a Benefit Plan Entity or (b) it is, or is acting on behalf of or investing the assets of, a Benefit Plan Entity and its acquisition, holding and disposition of this Note will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law. If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition, holding and disposition of this Note or any beneficial interest herein will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law.]

[Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Issuer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Depositor, the Servicer, the Issuer Owner Trustee or the Indenture Trustee or of any successor or assign of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Issuer Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than the Depositor, or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.]

[The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Titling Trust, the Depositor, the Settlor, the Servicer or any of their respective Affiliates.]

[Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.]

[The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such

[A-2-B-7]

consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.]

[The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.]

[The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.]

[The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.]

[THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY, AN CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).]

[No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.]

[Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of [Owner Trustee] in its individual capacity, [Indenture Trustee]in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Noteholder of this Note by its acceptance hereof agrees that, except as expressly provided in the Program Documents, in the case of an Event of Default the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.]

[A-2-B-8]

[ASSIGNMENT]

[Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                                                             , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		*/
	Signature Guaranteed:
		*/

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.]]

[A-2-B-9]

EXHIBIT A-3

REGISTERED $                            

No. A-3

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.             

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

GM FINANCIAL AUTOMOBILE LEASE TRUST 20    -    

CLASS A-3     % ASSET BACKED NOTE

GM Financial Automobile Lease Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of                      DOLLARS payable on each Payment Date pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the             , 20     Payment Date (the “Final Scheduled Payment Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid, from             , 20    . Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

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Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:             , 20	GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -
	By:	[OWNER TRUSTEE], not in its individual capacity but solely as Issuer Owner Trustee
	By:
		Authorized Signatory

A-3-3

CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[Indenture Trustee], not in its individual capacity but solely as Indenture Trustee
	By:
		Authorized Signatory

A-3-4

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-3     % Asset Backed Notes (herein called the “Class A-3 Notes”), all issued under an Indenture dated as of             , 20     (such indenture, as supplemented or amended, is herein called the “Indenture”), among the Issuer, AmeriCredit Financial Services Inc., d/b/a GM Financial (“GM Financial”), as servicer, and [Indenture Trustee], as indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture Trustee under the Indenture) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-3 Notes will be payable on each Payment Date in an amount described on the face hereof. “Payment Date” means the              (    ) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing             , 20    . If GM Financial is no longer acting as Servicer, the Payment Date may be a different day of the month. The term “Payment Date,” shall be deemed to include the Final Scheduled Payment Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Payment Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon

A-3-5

all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Payment Date by notice mailed prior to such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

The Issuer shall pay interest on overdue installments of interest at the Class A-3 Interest Rate to the extent lawful.

As provided in the Indenture and the 20    -     Servicing Agreement, the Servicer will be permitted at its option to purchase the 20    -     Exchange Note and other components of the Issuer Trust Estate and to terminate the pledge of the 20    -     Exchange Note on any Redemption Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Outstanding Amount of all Notes is less than or equal to 10% of the Outstanding Amount of all Notes measured on the 20    -     Closing Date. The purchase price for the 20    -     Exchange Note shall equal the unpaid principal balances of the outstanding Notes, together with accrued interest thereon for the related Interest Accrual Period and certain other amounts, which amount shall be deposited by the Servicer into the Indenture Collections Account on the related Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the pledge of the 20    -     Exchange Note shall be discharged and released and the 20    -     Exchange Note shall be returned to or upon the order of the Servicer.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing

A-3-6

that either (a) it is not, and it is not acting on behalf of or investing the assets of, a Benefit Plan Entity or (b) it is, or is acting on behalf of or investing the assets of, a Benefit Plan Entity and its acquisition, holding and disposition of this Note will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law. If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition, holding and disposition of this Note or any beneficial interest herein will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Issuer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Depositor, the Servicer, the Issuer Owner Trustee or the Indenture Trustee or of any successor or assign of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Issuer Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than the Depositor, or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Titling Trust, the Depositor, the Settlor, the Servicer or any of their respective Affiliates.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such

A-3-7

consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY, AN CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of [Owner Trustee] in its individual capacity, [Indenture Trustee] in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Noteholder of this Note by its acceptance hereof agrees that, except as expressly provided in the Program Documents, in the case of an Event of Default the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-3-8

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                                                             , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		*/
	Signature Guaranteed:
		*/

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-3-9

EXHIBIT A-4

REGISTERED $            

No. A-4

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.             

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

GM FINANCIAL AUTOMOBILE LEASE TRUST 20    -    

CLASS A-4     % ASSET BACKED NOTE

GM Financial Automobile Lease Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of                      DOLLARS payable on each Payment Date pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the             , 20     Payment Date (the “Final Scheduled Payment Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid, from             , 20    . Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

A-4-1

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-4-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:             , 20	GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -
	By:	[OWNER TRUSTEE], not in its individual capacity but solely as Issuer Owner Trustee
	By:
		Authorized Signatory

A-4-3

CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[Indenture Trustee], not in its individual capacity but solely as Indenture Trustee
	By:
		Authorized Signatory

A-4-4

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-4     % Asset Backed Notes (herein called the “Class A-4 Notes”), all issued under an Indenture dated as of             , 20     (such indenture, as supplemented or amended, is herein called the “Indenture”), among the Issuer, AmeriCredit Financial Services Inc., d/b/a GM Financial (“GM Financial”), as servicer, and [Indenture Trustee], as indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture Trustee under the Indenture) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-4 Notes will be payable on each Payment Date in an amount described on the face hereof. “Payment Date” means the              (    ) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing             , 20    . If GM Financial is no longer acting as Servicer, the Payment Date may be a different day of the month. The term “Payment Date,” shall be deemed to include the Final Scheduled Payment Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Payment Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-4 Notes shall be made pro rata to the Class A-4 Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon

A-4-5

all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Payment Date by notice mailed prior to such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

The Issuer shall pay interest on overdue installments of interest at the Class A-4 Interest Rate to the extent lawful.

As provided in the Indenture and the 20    -     Servicing Agreement, the Servicer will be permitted at its option to purchase the 20    -     Exchange Note and other components of the Issuer Trust Estate and to terminate the pledge of the 20    -     Exchange Note on any Redemption Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Outstanding Amount of all Notes is less than or equal to 10% of the Outstanding Amount of all Notes measured on the 20    -     Closing Date. The purchase price for the 20    -     Exchange Note shall equal the unpaid principal balances of the outstanding Notes, together with accrued interest thereon for the related Interest Accrual Period and certain other amounts, which amount shall be deposited by the Servicer into the Indenture Collections Account on the related Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the pledge of the 20    -     Exchange Note shall be discharged and released and the 20    -     Exchange Note shall be returned to or upon the order of the Servicer.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing

A-4-6

that either (a) it is not, and it is not acting on behalf of or investing the assets of, a Benefit Plan Entity or (b) it is, or is acting on behalf of or investing the assets of, a Benefit Plan Entity and its acquisition, holding and disposition of this Note will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law. If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition, holding and disposition of this Note or any beneficial interest herein will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Issuer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Depositor, the Servicer, the Issuer Owner Trustee or the Indenture Trustee or of any successor or assign of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Issuer Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than the Depositor, or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Titling Trust, the Depositor, the Settlor, the Servicer or any of their respective Affiliates.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such

A-4-7

consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY, AN CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of [Owner Trustee] in its individual capacity, [Indenture Trustee] in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Noteholder of this Note by its acceptance hereof agrees that, except as expressly provided in the Program Documents, in the case of an Event of Default the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-4-8

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                                                                                             , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	*/
	Signature Guaranteed:
	*/

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-4-9

EXHIBIT B

REGISTERED $              

No. B

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.                 

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

GM FINANCIAL AUTOMOBILE LEASE TRUST 20    -    

CLASS B     % ASSET BACKED NOTE

GM Financial Automobile Lease Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of                  DOLLARS payable on each Payment Date pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the             , 20     Payment Date (the “Final Scheduled Payment Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid, from             , 20    . Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

B-1

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:             , 20	GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -
	By:	[OWNER TRUSTEE], not in its individual capacity but solely as Issuer Owner Trustee
	By:
		Authorized Signatory

B-3

CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[Indenture Trustee], not in its individual capacity but solely as Indenture Trustee
	By:
		Authorized Signatory

B-4

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class B     % Asset Backed Notes (herein called the “Class B Notes”), all issued under an Indenture dated as of             , 20     (such indenture, as supplemented or amended, is herein called the “Indenture”), among the Issuer, AmeriCredit Financial Services Inc., d/b/a GM Financial (“GM Financial”), as servicer, and [Indenture Trustee], as indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture Trustee under the Indenture) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class B Notes will be payable on each Payment Date in an amount described on the face hereof. “Payment Date” means the                  (    ) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing                 , 20    . If GM Financial is no longer acting as Servicer, the Payment Date may be a different day of the month. The term “Payment Date,” shall be deemed to include the Final Scheduled Payment Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Payment Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class B Notes shall be made pro rata to the Class B Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon

B-5

all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Payment Date by notice mailed prior to such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

The Issuer shall pay interest on overdue installments of interest at the Class B Interest Rate to the extent lawful.

As provided in the Indenture and the 20    -     Servicing Agreement, the Servicer will be permitted at its option to purchase the 20    -     Exchange Note and other components of the Issuer Trust Estate and to terminate the pledge of the 20    -     Exchange Note on any Redemption Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Outstanding Amount of all Notes is less than or equal to 10% of the Outstanding Amount of all Notes measured on the 20    -     Closing Date. The purchase price for the 20    -     Exchange Note shall equal the unpaid principal balances of the outstanding Notes, together with accrued interest thereon for the related Interest Accrual Period and certain other amounts, which amount shall be deposited by the Servicer into the Indenture Collections Account on the related Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the pledge of the 20    -     Exchange Note shall be discharged and released and the 20    -     Exchange Note shall be returned to or upon the order of the Servicer.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing

B-6

that either (a) it is not, and it is not acting on behalf of or investing the assets of, a Benefit Plan Entity or (b) it is, or is acting on behalf of or investing the assets of, a Benefit Plan Entity and its acquisition, holding and disposition of this Note will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law. If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition, holding and disposition of this Note or any beneficial interest herein will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Issuer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Depositor, the Servicer, the Issuer Owner Trustee or the Indenture Trustee or of any successor or assign of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Issuer Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than the Depositor, or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Titling Trust, the Depositor, the Settlor, the Servicer or any of their respective Affiliates.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such

B-7

consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY, AN CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of [Owner Trustee] in its individual capacity, [Indenture Trustee] in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Noteholder of this Note by its acceptance hereof agrees that, except as expressly provided in the Program Documents, in the case of an Event of Default the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

B-8

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                                                                                 , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	*/
	Signature Guaranteed:
	*/

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

B-9

EXHIBIT C

REGISTERED $            

No. C

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.             

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

GM FINANCIAL AUTOMOBILE LEASE TRUST 20    -    

CLASS C     % ASSET BACKED NOTE

GM Financial Automobile Lease Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of                      DOLLARS payable on each Payment Date pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the             , 20     Payment Date (the “Final Scheduled Payment Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid, from             , 20    . Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

C-1

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:             , 20	GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -
	By:	[OWNER TRUSTEE], not in its individual capacity but solely as Issuer Owner Trustee
	By:
		Authorized Signatory

C-3

CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[Indenture Trustee], not in its individual capacity but solely as Indenture Trustee
	By:
		Authorized Signatory

C-4

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class C     % Asset Backed Notes (herein called the “Class C Notes”), all issued under an Indenture dated as of             , 20     (such indenture, as supplemented or amended, is herein called the “Indenture”), among the Issuer, AmeriCredit Financial Services Inc., d/b/a GM Financial (“GM Financial”), as servicer, and [Indenture Trustee], as indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture Trustee under the Indenture) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class C Notes will be payable on each Payment Date in an amount described on the face hereof. “Payment Date” means the              (    ) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing             , 20    . If GM Financial is no longer acting as Servicer, the Payment Date may be a different day of the month. The term “Payment Date,” shall be deemed to include the Final Scheduled Payment Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Payment Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class C Notes shall be made pro rata to the Class C Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon

C-5

all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Payment Date by notice mailed prior to such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

The Issuer shall pay interest on overdue installments of interest at the Class C Interest Rate to the extent lawful.

As provided in the Indenture and the 20    -     Servicing Agreement, the Servicer will be permitted at its option to purchase the 20    -     Exchange Note and other components of the Issuer Trust Estate and to terminate the pledge of the 20    -     Exchange Note on any Redemption Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Outstanding Amount of all Notes is less than or equal to 10% of the Outstanding Amount of all Notes measured on the 20    -     Closing Date. The purchase price for the 20    -     Exchange Note shall equal the unpaid principal balances of the outstanding Notes, together with accrued interest thereon for the related Interest Accrual Period and certain other amounts, which amount shall be deposited by the Servicer into the Indenture Collections Account on the related Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the pledge of the 20    -     Exchange Note shall be discharged and released and the 2    -     Exchange Note shall be returned to or upon the order of the Servicer.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing

C-6

that either (a) it is not, and it is not acting on behalf of or investing the assets of, a Benefit Plan Entity or (b) it is, or is acting on behalf of or investing the assets of, a Benefit Plan Entity and its acquisition, holding and disposition of this Note will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law. If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition, holding and disposition of this Note or any beneficial interest herein will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Issuer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Depositor, the Servicer, the Issuer Owner Trustee or the Indenture Trustee or of any successor or assign of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Issuer Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than the Depositor, or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Titling Trust, the Depositor, the Settlor, the Servicer or any of their respective Affiliates.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such

C-7

consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY, AN CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of [Owner Trustee] in its individual capacity, [Indenture Trustee] in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Noteholder of this Note by its acceptance hereof agrees that, except as expressly provided in the Program Documents, in the case of an Event of Default the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

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ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                                         , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	*/
	Signature Guaranteed:
	*/

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

C-9

EXHIBIT D

REGISTERED UP TO $            

No. D

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.             

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

GM FINANCIAL AUTOMOBILE LEASE TRUST 20    -    

CLASS D     % ASSET BACKED NOTE

GM Financial Automobile Lease Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of          DOLLARS payable on each Payment Date pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the             , 20     Payment Date (the “Final Scheduled Payment Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid, from             , 20    . Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

D-1

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

D-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date:             , 20	GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -
	By:	[OWNER TRUSTEE], not in its individual capacity but solely as Issuer Owner Trustee
	By:
		Authorized Signatory

D-3

CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[Indenture Trustee], not in its individual capacity but solely as Indenture Trustee
	By:
		Authorized Signatory

D-4

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class D     % Asset Backed Notes (herein called the “Class D Notes”), all issued under an Indenture dated as of             , 20     (such indenture, as supplemented or amended, is herein called the “Indenture”), among the Issuer, AmeriCredit Financial Services Inc., d/b/a GM Financial (“GM Financial”), as servicer, and [Indenture Trustee], as indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture Trustee under the Indenture) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class D Notes will be payable on each Payment Date in an amount described on the face hereof. “Payment Date” means the                  (    ) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing             , 20    . If GM Financial is no longer acting as Servicer, the Payment Date may be a different day of the month. The term “Payment Date,” shall be deemed to include the Final Scheduled Payment Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Payment Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class D Notes shall be made pro rata to the Class D Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon

D-5

all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Payment Date by notice mailed prior to such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York.

The Issuer shall pay interest on overdue installments of interest at the Class D Interest Rate to the extent lawful.

As provided in the Indenture and the 20    -     Servicing Agreement, the Servicer will be permitted at its option to purchase the 20    -     Exchange Note and other components of the Issuer Trust Estate and to terminate the pledge of the 20    -     Exchange Note on any Redemption Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Outstanding Amount of all Notes is less than or equal to 10% of the Outstanding Amount of all Notes measured on the 20    -     Closing Date. The purchase price for the 20    -     Exchange Note shall equal the unpaid principal balances of the outstanding Notes, together with accrued interest thereon for the related Interest Accrual Period and certain other amounts, which amount shall be deposited by the Servicer into the Indenture Collections Account on the related Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price and thereupon the pledge of the 20    -     Exchange Note shall be discharged and released and the 20    -     Exchange Note shall be returned to or upon the order of the Servicer.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

The Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not, and it is not acting on

D-6

behalf of or investing the assets of, a Benefit Plan Entity or (b) it has delivered an Opinion of Counsel that has been rendered as described in clause (A) in the first sentence of Section 2.4(d) of the Indenture and the acquisition of the Class D Note will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Issuer Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Depositor, the Servicer, the Issuer Owner Trustee or the Indenture Trustee or of any successor or assign of the Depositor, the Servicer, the Indenture Trustee or the Issuer Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Issuer Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than the Depositor, or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

The Notes represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Titling Trust, the Depositor, the Settlor, the Servicer or any of their respective Affiliates.

Prior to the due presentment for registration of transfer of this Note, the Issuer and the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also

D-7

permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

[No sale or transfer of a beneficial interest in a Class D Note shall be permitted (including, without limitation, by pledge or hypothecation) to a person other than the Depositor (or a person disregarded as separate from the Depositor for U.S. federal income tax purposes), and such sale or transfer shall be void ab initio, unless (i) this Class D Note has been registered under the Securities Act or, as evidenced by an Opinion of Counsel, such sale or transfer is otherwise exempt from the Securities Act, and (ii) at the time of such sale or transfer an Opinion of Counsel is provided to the effect that either (A) as of the date of such sale or transfer the Class D Notes will be treated as indebtedness for U.S. federal income tax purposes, or (B) such transfer will not cause the Issuer to be a publicly traded partnership treated as association taxable as a corporation for U.S. federal income tax purposes and will not cause the Class D Notes to be subject to U.S. withholding tax.]

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY, AN CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW).

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of [Owner Trustee] in its individual capacity, [Indenture Trustee] in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Noteholder of this Note by its acceptance hereof agrees that, except as expressly provided in the Program Documents, in the case of an Event of Default the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be

D-8

taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

D-9

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                                                                                 , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	*/
	Signature Guaranteed:
	*/

*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

D-10

EX-4.3

EXHIBIT 4.3

TRUST AGREEMENT

TRUST AGREEMENT, dated as of             , 20    , between GMF Leasing LLC (the “Company”) and [Owner Trustee], a Delaware trust company, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”). The Company and the Owner Trustee hereby agree as follows:

1.    The trust created hereby shall be known as GM Financial Automobile Leasing Trust 20    -     (the “Trust”), in which name the Owner Trustee may conduct the business of the Trust, make and execute contracts, and sue and be sued.

2.    The Company hereby assigns, transfers, conveys and sets over to the Owner Trustee the sum of $1.00. The Company acknowledges that such amount has been transferred to, and is being held by [        ] as agent for the Trust in an account established by [        ] on behalf of the Trust, which amount shall constitute the initial trust estate. The Owner Trustee hereby declares that it will hold the trust estate in trust for the Company. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq. and that this document constitute the governing instrument of the Trust. The Owner Trustee is hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State substantially in the form of Exhibit A attached hereto.

3.    The Company and the Owner Trustee will enter into an Amended and Restated Trust Agreement, satisfactory to each such party, to provide for the contemplated operation of the Trust created hereby. Prior to the execution and delivery of such Amended and Restated Trust Agreement, the Owner Trustee shall not have any duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise (as directed in writing by the Company).

4.    This Trust Agreement may be executed in one or more counterparts.

5.    The Owner Trustee may resign upon thirty days prior notice to the Company.

[Remainder of Page Intentionally Left Blank]

-1-

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

GMF LEASING LLC

By:                                                         

Name:

Title:

[OWNER TRUSTEE],
as Owner Trustee

By:                                                         

Name:

Title:

-2-

Exhibit A

CERTIFICATE OF TRUST

OF

GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -    

THIS Certificate of Trust of GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -     (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

1.      Name. The name of the statutory trust formed by this Certificate of Trust is GM Financial Automobile Leasing Trust 20    -    .

2.      Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware is [Owner Trustee], [Address].

3.      Effective Date. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

[OWNER TRUSTEE],
not in its individual capacity but solely as trustee of the Trust

By:                                                               

Name:

Title:

EX-4.4

EXHIBIT 4.4

GMF LEASING LLC

as Depositor,

and

[OWNER TRUSTEE]

as Owner Trustee

AMENDED AND RESTATED TRUST AGREEMENT

OF

GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -    

Dated as of             , 20    

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS	1
SECTION 1.1. Capitalized Terms	1
SECTION 1.2. Interpretive Provisions	5
SECTION 1.3. Amendment and Restatement	5
ARTICLE II ORGANIZATION	5
SECTION 2.1. Name	6
SECTION 2.2. Office	6
SECTION 2.3. Purposes and Powers	6
SECTION 2.4. Appointment of Owner Trustee	6
SECTION 2.5. Initial Capital Contribution of Owner Trust Estate	6
SECTION 2.6. Declaration of Trust	7
SECTION 2.7. Liability of Trust Certificateholders	7
SECTION 2.8. Title to Owner Trust Estate	7
SECTION 2.9. Situs of Securitization Trust	7
SECTION 2.10. Representations and Warranties of the Depositor	7
SECTION 2.11. Federal Income Tax Treatment of the Trust	8
ARTICLE III TRUST CERTIFICATES AND TRANSFER OF INTERESTS	9
SECTION 3.1. Initial Ownership	9
SECTION 3.2. The Trust Certificates	9
SECTION 3.3. Authentication of Trust Certificates	10
SECTION 3.4. Registration of Transfer and Exchange	10
SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Trust Certificates	13
SECTION 3.6. Persons Deemed Trust Certificateholders	14
SECTION 3.7. Access to List of Trust Certificateholders’ Names and Addresses	14
SECTION 3.8. Maintenance of Office or Agency	15
SECTION 3.9. Appointment of Paying Agent	15
SECTION 3.10. Definitive Trust Certificates	15
SECTION 3.11. Trust Certificates held by Depositor or its Affiliates	15
SECTION 3.12. Trust Certificates Nonassessable and Fully Paid	15
SECTION 3.13. No Legal Title to Owner Trust Estate in Trust Certificateholders	16
SECTION 3.14. No Recourse	16
ARTICLE IV ACTIONS BY OWNER TRUSTEE	16
SECTION 4.1. Prior Notice to Trust Certificateholders with Respect to Certain Matters	16
SECTION 4.2. Action by Trust Certificateholders with Respect to Certain Matters	17
SECTION 4.3. Action by Trust Certificateholders with Respect to Bankruptcy	17
SECTION 4.4. Restrictions on Trust Certificateholders’ Power	17
SECTION 4.5. Super-Majority Control	18

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ARTICLE V APPLICATION OF SECURITIZATION TRUST FUNDS; CERTAIN DUTIES	18
SECTION 5.1. Application of Securitization Trust Funds	18
SECTION 5.2. Method of Payment	19
SECTION 5.3. Accounting and Reports to Trust Certificateholders, Internal Revenue Service and Others	19
ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE	20
SECTION 6.1. General Authority	20
SECTION 6.2. General Duties	20
SECTION 6.3. Action upon Instruction	20
SECTION 6.4. No Duties Except as Specified in this Agreement or in Instructions	21
SECTION 6.5. No Action Except Under Specified Documents or Instructions	22
SECTION 6.6. Restrictions	22
SECTION 6.7. Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties	22
ARTICLE VII CONCERNING THE OWNER TRUSTEE	23
SECTION 7.1. Acceptance of Trusts and Duties	23
SECTION 7.2. Furnishing of Documents	24
SECTION 7.3. Representations and Warranties	25
SECTION 7.4. Reliance; Advice of Counsel	25
SECTION 7.5. Not Acting in Individual Capacity	26
SECTION 7.6. Owner Trustee Not Liable for Trust Certificates	26
SECTION 7.7. Owner Trustee May Own Trust Certificates and Notes	26
SECTION 7.8. Doing Business in Other Jurisdictions	26
SECTION 7.9. Financial Crimes Enforcement Network’s Customer Due Diligence Requirements	27
SECTION 7.10. Beneficial Ownership and Control of Trust	27
ARTICLE VIII COMPENSATION OF OWNER TRUSTEE	28
SECTION 8.1. Owner Trustee’s Fees and Expenses	28
SECTION 8.2. Indemnification	28
SECTION 8.3. Payments to Owner Trustee	28
ARTICLE IX TERMINATION OF TRUST AGREEMENT	28
SECTION 9.1. Termination of Trust Agreement	28
ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES	30
SECTION 10.1. Eligibility Requirements for Owner Trustee	30
SECTION 10.2. Resignation or Removal of Owner Trustee	30

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SECTION 10.3. Successor Owner Trustee	31
SECTION 10.4. Merger or Consolidation of Owner Trustee	31
SECTION 10.5. Appointment of Co-Trustee or Separate Trustee	31
ARTICLE XI MISCELLANEOUS	33
SECTION 11.1. Amendments	33
SECTION 11.2. Limitations on Rights of Others	34
SECTION 11.3. Notices	34
SECTION 11.4. Severability	34
SECTION 11.5. Counterparts and Consent to Do Business Electronically	35
SECTION 11.6. Successors and Assigns	35
SECTION 11.7. No Petition	35
SECTION 11.8. Headings	35
SECTION 11.9. GOVERNING LAW	35
SECTION 11.10. Administrator	35
SECTION 11.11. Regulation AB	36
SECTION 11.12. Force Majeure	36
SECTION 11.13. [Third Party Beneficiary]	36

EXHIBITS
Exhibit A	–	Form of Trust Certificate	A-1
Exhibit B	–	Certificate of Trust of GM Financial Automobile Leasing Trust 20    -	B-1
Exhibit C	–	Form of Transferor Certificate	C-1
Exhibit D	–	Form of Investment Letter	D-1
Exhibit E	–	Form of Rule 144A Letter	E-1
Exhibit F	–	Form of Notice of Repurchase Request	F-1

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AMENDED AND RESTATED TRUST AGREEMENT, dated as of             , 20     (as the same may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between GMF Leasing LLC, a Delaware limited liability company, as depositor (the “Depositor”), and [Owner Trustee], a [entity type] (in its individual capacity, together with its successors, assigns, the “Trust Company”), as trustee (in such capacity, the “Owner Trustee”).

WHEREAS, the parties to this Agreement intend to amend and restate the Trust Agreement, dated as of             , 20     (the “Original Trust Agreement”), among the parties, on the terms and conditions set forth in this Agreement;

WHEREAS, the parties hereto entered into the Original Trust Agreement, and filed the Certificate of Trust with the Secretary of State of the State of Delaware pursuant to which GM Financial Automobile Leasing Trust 20    -     (the “Securitization Trust” or the “Issuer”) was formed; and

WHEREAS, the parties hereto are entering into this Agreement pursuant to which, among other things, the Original Trust Agreement will be amended and restated and a Trust Certificate will be issued.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby amend and restate the governing instrument of the Securitization Trust and agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.      Capitalized Terms. Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings assigned to them in Appendix 1 to the 20    -     Exchange Note Supplement, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “20    -     Exchange Note Supplement”), among ACAR Leasing Ltd., as Borrower (in such capacity, the “Borrower”), AmeriCredit Financial Services, Inc. d/b/a GM Financial (“GM Financial”), as Lender (in such capacity, the “Lender”) and as Servicer (in such capacity, the “Servicer”) and [Administrative Agent], as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”) or, if not defined therein, in Appendix A to the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Borrower, the Lender, the Servicer, the Administrative Agent and the Collateral Agent. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings:

“20    -     Servicing Agreement” means the Third Amended and Restated Servicing Agreement, dated as of January 24, 2018, as the same may be further amended, restated, supplemented or otherwise modified from time to time, among ACAR Leasing Ltd., the

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Servicer, APGO Trust and the Collateral Agent as supplemented by the 20    -     Servicing Supplement, dated as of             , 20    , as the same may be further amended, restated, supplemented or otherwise modified from time to time, among ACAR Leasing Ltd., the Servicer, APGO Trust, [Collateral Agent], as Collateral Agent, and [Indenture Trustee], as Indenture Trustee.

“Applicable Anti-Money-Laundering Law” has the meaning set forth in Section 7.9.

“Authenticating Agent” means initially, [Indenture Trustee], and thereafter any Person authorized by the Owner Trustee to act on behalf of the Owner Trustee to authenticate and deliver Trust Certificates.

“BBA Partnership Audit Rules” shall mean Sections 6221 through 6241 of the Code, and any regulations promulgated or proposed under any such Sections and any administrative guidance with respect thereto.

“Benefit Plan Entity” has the meaning set forth in Section 3.4(e).

“Benefit Plan Investor” has the meaning set forth in Section 3.4(e).

“Certificate of Trust” means the Certificate of Trust filed for the Securitization Trust pursuant to Section 3810(a) of the Statutory Trust Statute, as originally filed with the Delaware Secretary of State on             , 20    , in the form attached hereto as Exhibit B.

“Certificate Register” and “Certificate Registrar” means the register mentioned in and the registrar appointed pursuant to Section 3.4(a).

“Commission” means the United States Securities and Exchange Commission.

“Controlling Party” means an executive officer or senior manager or any other individual who regularly performs functions.

“Corporate Trust Office” means with respect to the Owner Trustee, the corporate trust office of the Owner Trustee located at [Address], Attention:                     , or at such other address as the Owner Trustee may designate by notice to the Trust Certificateholders and the Depositor, or the corporate trust office of any successor Owner Trustee at the address designated by such successor Owner Trustee by notice to the Trust Certificateholders and the Depositor.

“Depositor” has the meaning set forth in the preamble.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, supplemented or otherwise modified and in effect from time to time.

“Expenses” has the meaning set forth in Section 8.2.

“FATCA” shall mean Sections 1471 through 1474 of the Code and (a) any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the IRS thereunder as a precondition to relief or exemption from taxes

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under such Sections, regulations and interpretations), (b) any applicable agreement entered into under Section 1471(b)(1) of the Code, and (c) any applicable intergovernmental agreement (including any implementing guidance) with respect to the implementation of the foregoing.

“FATCA Information” shall mean, with respect to any Trust Certificateholder, any form or other certification, or such other information reasonably sufficient to eliminate the imposition of, or determine the amount of, FATCA Withholding Tax.

“FATCA Withholding Tax” shall mean any required withholding or deduction of tax pursuant to FATCA.

“Flow-Through Entity” has the meaning set forth in Section 3.4(c).

“Indemnified Parties” has the meaning set forth in Section 8.2.

“Investment Letter” has the meaning set forth in Section 3.4(b).

“Issuer Tax Opinion” means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.

“Majority Certificateholder” shall mean the holder of the greatest percentage ownership interest in the Trust Certificate as recorded in the Certificate Register.

“Notes” means the Series 20    -     Class A-1     % Fixed Rate Asset Backed Notes, Class A-2[-A]     % Fixed Rate Asset Backed Notes, [Class A-2-B Floating Rate Asset Backed Notes,] Class A-3     % Fixed Rate Asset Backed Notes, Class A-4     % Fixed Rate Asset Backed Notes, Class B     % Fixed Rate Asset Backed Notes , Class C     % Fixed Rate Asset Backed Notes and Class D     % Fixed Rate Asset Backed Notes, all issued by the Issuer and substantially in the form of Exhibit A-1, A-2[-A, A-2-B], A-3, A-4, B, C and D, respectively, to the Indenture.

“Original Trust Agreement” has the meaning set forth in the recitals.

“Owner Trust Estate” means all right, title and interest of the Securitization Trust in and to the property and rights transferred to the Securitization Trust pursuant to the 20    -     Exchange Note Transfer Agreement and all other property of the Securitization Trust from time to time, including any rights of the Owner Trustee and the Securitization Trust pursuant to the 20    -     Servicing Agreement, the 20    -     Exchange Note Supplement and the Administration Agreement.

“Owner Trustee” means [Owner Trustee], a [entity type], not in its individual capacity but solely as owner trustee under this Agreement, and any successor Owner Trustee hereunder.

“Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 3.9, which shall initially be the [Indenture Trustee].

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“Percentage Interest” means with respect to any Trust Certificate, the percentage interest, specified on the face thereof, in the distributions on the Trust Certificates pursuant to this Agreement.

“Protected Purchaser” has the meaning set forth in Section 8-303 of the UCC.

“Record Date” means with respect to any Payment Date, the close of business on the Business Day immediately preceding such Payment Date.

“Regulation AB” means Subpart 229.1100- Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission in the adopting releases (Asset-Backed Securities, Securities Act Release No. 33-8518.70 Fed. Reg. 1,506,1,531 (January 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (September 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Letter” has the meaning set forth in Section 3.4(b).

“Securities” means the Notes and Trust Certificates.

“Securitization Trust” means GM Financial Automobile Leasing Trust 20    -    , the trust created pursuant to the Original Trust Agreement and continued pursuant to this Agreement.

“Securityholders” means Trust Certificateholders and the Noteholders.

[“Swap Agreement” means the ISDA Master Agreement, dated             , 20    , between the Issuer and the Swap Provider, including the Schedule thereto, the Credit Support Annex thereto and the Confirmation relating to the Class A-2-B Notes, together with any replacement swap agreement; provided, that no additional swap agreement shall be a “Swap Agreement” under the Program Documents for so long as the Swap Agreement is outstanding without the prior, written consent of the Swap Provider, unless the Swap Agreement has terminated.]

[“Swap Provider” means [Swap Provider], together with any replacement Swap Provider.]

“Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as the same may be amended from time to time.

“Titling Trust Certificateholder” means a Person in whose name a Certificate of the Titling Trust is registered.

“Treasury Regulations” means regulations, including proposed or temporary Regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

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“Trust Certificate” means a certificate evidencing the undivided beneficial interest of a Trust Certificateholder in the assets of the Securitization Trust, substantially in the form attached hereto as Exhibit A.

“Trust Certificateholder” means a Person in whose name a Trust Certificate is registered.

SECTION 1.2.      Interpretive Provisions.

(a)      For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “this Agreement”, “herein”, “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section within this Agreement, (iii) references to an Article, Section or Exhibit such as “Article One”, “Section 1.1” or Exhibit A shall refer to the applicable Article, Section or Exhibit of this Agreement, (iv) the term “include” and all variations thereof means “include without limitation”, (v) the term “or” shall include “and/or”, (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (vii) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, restated, modified, supplemented or replaced (in the case of a statute) and includes (in the case of agreements or instruments) references to all attachments, annexes, exhibits and schedules thereto and instruments incorporated therein, except that references to the 20    -     Exchange Note Supplement and the 20    -     Servicing Agreement include only such items as relate to the 20    -     Exchange Note, and (viii) any defined term which relates to a Person shall include within its definition the successors and permitted assigns of such Person.

(b)      As used in this Agreement and in any certificate or other document made or delivered pursuant hereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control.

SECTION 1.3.      Amendment and Restatement. This Agreement amends and restates in full the Original Trust Agreement, with effect as of the date of this Agreement, and the parties confirm that (a) all prior actions made pursuant to such Original Trust Agreement are effective as if made under this Agreement on the date made, and (b) no provision of this Agreement is intended to result in the duplication of any such prior action by any party.

ARTICLE II

ORGANIZATION

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SECTION 2.1.      Name. The trust created pursuant to the Original Trust Agreement and continued hereby shall be known as “GM Financial Automobile Leasing Trust 20    -    ”, in which name the Owner Trustee may conduct the business of the Securitization Trust, make and execute contracts and other instruments on behalf of the Securitization Trust and sue and be sued.

SECTION 2.2.      Office. The office of the Securitization Trust shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address in Delaware as the Owner Trustee may designate by written notice to the Trust Certificateholders and the Depositor.

SECTION 2.3.      Purposes and Powers. The purpose of the Securitization Trust is and the Securitization Trust shall have the power and authority to engage in the following activities:

(a)      to issue and sell the Notes pursuant to the Indenture and the Note Purchase Agreement;

(b)      to issue the Trust Certificates pursuant to this Agreement;

(c)      with the net proceeds of the sale of the Notes, to acquire the 20    -     Exchange Note and, to pay the organizational, start-up and transactional expenses of the Securitization Trust;

(d)      to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute any portion of the Owner Trust Estate released from the Lien of, and remitted to the Securitization Trust pursuant to, the Indenture;

(e)      [to enter into the Swap Agreement;]

(f)      to enter into and perform its obligations under the Program Documents to which the Securitization Trust is a party; and

(g)      to engage in those activities, including entering into agreements, that are necessary or suitable to accomplish the foregoing or are incidental thereto or connected therewith.

The Securitization Trust is hereby authorized to engage in the foregoing activities. The Securitization Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Program Documents.

SECTION 2.4.      Appointment of Owner Trustee. The Depositor hereby appoints the Owner Trustee as trustee of the Securitization Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein.

SECTION 2.5.      Initial Capital Contribution of Owner Trust Estate. The Depositor has previously sold, assigned, transferred, conveyed and set over to the Owner Trustee, as of the date of the Original Trust Agreement, the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Depositor, of the foregoing contribution, which shall constitute the initial

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Owner Trust Estate and shall be deposited in the 20    -     Exchange Note Collections Account. The Depositor shall pay organizational expenses of the Securitization Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

SECTION 2.6.      Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Program Documents. Effective as of the date hereof, the Owner Trustee shall have all rights, powers authority and authorization set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Securitization Trust.

SECTION 2.7.      Liability of Trust Certificateholders. The Trust Certificateholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the State of Delaware.

SECTION 2.8.      Title to Owner Trust Estate. Legal title to all the Owner Trust Estate shall be vested at all times in the Securitization Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

SECTION 2.9.      Situs of Securitization Trust. The Securitization Trust will be located in the State of Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Securitization Trust shall be located in the State of Delaware or the State of New York. The Securitization Trust shall not have any employees in any State other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or outside of the State of Delaware. Payments will be received by the Securitization Trust only in Delaware or New York, and payments will be made by the Securitization Trust only from Delaware or New York.

SECTION 2.10.      Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that:

(a)      The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b)      The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained or has filed all forms, in the appropriate form, that are required to obtain all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications.

(c)      The Depositor has the power and authority to execute and deliver this Agreement and any other Program Document to which the Depositor is a party, and to carry out their respective terms; the Depositor has full power and authority to transfer and assign the property to be transferred and assigned to and deposited with the Securitization Trust and the Depositor has

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duly authorized such transfer and assignment and deposit to the Securitization Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement and any other Program Document to which the Depositor is a party have been duly authorized by the Depositor by all necessary action of a limited liability company.

(d)      This Agreement and each other Program Document to which the Depositor is a party constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, liquidation, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law.

(e)      The consummation of the transactions contemplated by this Agreement and any other Program Document to which the Depositor is a party and the fulfillment of the respective terms hereof and thereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor, or any material indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Program Documents); nor violate any law or any order, rule or regulation applicable to the Depositor of any court or of any federal or State regulatory body, administrative agency or other Governmental Authority having jurisdiction over the Depositor or its properties.

(f)      There are no proceedings or investigations pending or, to the best of the Depositor’s knowledge, threatened before any court, regulatory body, administrative agency or other Governmental Authority having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any other Program Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Program Document or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Program Document.

SECTION 2.11.      Federal Income Tax Treatment of the Trust.

(a)      For so long as the Securitization Trust has a single owner for federal income tax purposes, pursuant to Treasury Regulations promulgated under Section 7701 of the Code, it will be disregarded as an entity distinct from the Trust Certificateholder for federal income tax purposes. Accordingly, for federal income tax purposes, the Trust Certificateholder will be treated as (i) owning all assets owned by the Securitization Trust and (ii) having incurred all liabilities incurred by the Securitization Trust, and all transactions between the Securitization Trust and the Trust Certificateholder will be disregarded. The parties agree that, unless otherwise required by appropriate tax authorities, the Securitization Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Securitization Trust as provided in the preceding sentence for such tax purposes.

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(b)      Neither the Owner Trustee nor the Trust Certificateholder will, nor will the Trust Certificateholder direct the Owner Trustee to, make an election on IRS Form 8832 or otherwise to classify the Securitization Trust as an association taxable as a corporation for federal, state or any other applicable tax purpose.

(c)      In the event that the Securitization Trust has two or more owners for federal income tax purposes, pursuant to Treasury Regulations promulgated under Section 7701 of the Code, it will be treated as a partnership, with the assets of the partnership being the 2021-3 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Loan being debt of the partnership, solely for income and franchise tax purposes. At any such time that the Securitization Trust has two or more equity owners, this Agreement will be amended, in accordance with Section 11.1 herein, and appropriate provisions will be added so as to provide for treatment of the Trust as a partnership.

(d)      In the event that the Securitization Trust is classified as a partnership for federal income tax purposes (i) the Depositor (or if the Depositor is no longer a Trust Certificateholder, the Majority Certificateholder) is hereby designated as the “partnership representative” under Section 6223(a) of the Code and (ii) the partnership representative will or will cause the Securitization Trust, to the extent eligible, to make the election under Section 6221(b) of the Code with respect to determinations of adjustments at the partnership level and take any other action (such as disclosures and notifications) necessary or appropriate to effectuate such election. If the election described in the preceding sentence is not available, to the extent applicable, the partnership representative will or will cause the Securitization Trust to make the election under Section 6226(a) of the Code with respect to the alternative to payment of imputed underpayment by a partnership and take any other action such as filings, disclosures and notifications necessary or appropriate to effectuate such election. The partnership representative is authorized, in its sole discretion, to make any available election with respect to the BBA Partnership Audit Rules and take any action it deems necessary or appropriate to comply with the requirements of the Code and to conduct the Securitization Trust’s affairs with respect to the BBA Partnership Audit Rules. Each Trust Certificateholder and, if different, each beneficial owner of a Trust Certificate, shall promptly provide the partnership representative any requested information, documentation or material to enable the partnership representative to make any of the elections described in this clause (d) and otherwise comply with the BBA Partnership Audit Rules. The provisions of this Section 2.11(d) shall survive any termination of this Agreement. In addition, should the Securitization Trust be classified as a partnership, the partnership representative, may, in its sole discretion, cause the Securitization Trust to make an election under Section 754 of the Code.

ARTICLE III

TRUST CERTIFICATES AND TRANSFER OF INTERESTS

SECTION 3.1.      Initial Ownership. Until the issuance of the Trust Certificates, the Depositor shall be the sole beneficiary of the Securitization Trust.

SECTION 3.2.      The Trust Certificates.

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(a)      The Trust Certificates shall be substantially in the form set forth in Exhibit A and shall be issued in minimum denominations of a one percent Percentage Interest in the Securitization Trust. Except for the issuance of Trust Certificates to the Depositor, no Trust Certificate may be sold, pledged or otherwise transferred to any Person except in accordance with Section 3.4 and any attempted sale, pledge or transfer in violation of such Section shall be null and void.

The Trust Certificates may be in printed or in typewritten form, and may be executed on behalf of the Securitization Trust by manual or facsimile signature of an authorized officer of the Owner Trustee. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Securitization Trust, shall be validly issued and entitled to the benefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.4, the transferee of such Trust Certificate shall become a Trust Certificateholder, and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon due registration of such Trust Certificate in such transferee’s name pursuant to Section 3.4.

(b)      Payments in respect of the Trust Certificates shall be payable to the Trust Certificateholders in accordance with Section 5.1.

SECTION 3.3.      Authentication of Trust Certificates. Concurrently with the transfer of the 20    -     Exchange Note to the Securitization Trust, the Owner Trustee shall cause the Trust Certificates in an aggregate Percentage Interest equal to 100% to be executed on behalf of the Securitization Trust, authenticated and delivered to or upon the written order of the Depositor. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Authenticating Agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution and delivery pursuant to the terms hereof, the Trust Certificates shall be entitled to the benefits of this Agreement. [Indenture Trustee] is hereby appointed as the initial Authenticating Agent.

SECTION 3.4.      Registration of Transfer and Exchange.

(a)      The Certificate Registrar shall cause to be kept a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Trust Certificates and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. [Indenture Trustee] is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Certificate Registrar, the Depositor shall promptly appoint a successor.

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(b)      The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as to which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 20    -     Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A.

(c)      Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, provided that the requirements of Section 8-401(a) of the UCC are met, the Owner Trustee upon written direction of the Depositor shall execute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates of a like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. Notwithstanding the foregoing, no sale or transfer of a Trust Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar to be effective hereunder, if the sale or transfer thereof increases the number of Trust Certificateholders and Titling Trust Certificateholders to more than ninety-five (95). For purposes of determining the total number of Trust Certificateholders, a beneficial owner of an interest in a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”) that owns, directly or through other Flow-Through Entities, a Trust Certificate, is treated as a holder of a Trust Certificate if (i) substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the Flow-Through Entity is attributed to the Flow-Through Entity’s interest in the Trust Certificate or (ii) a principal purpose of the use of the Flow-Through Entity to hold the Trust Certificate is to satisfy the 95 holder limitation set out

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above. If using a Flow-Through Entity to acquire a Trust Certificate, the Trust Certificateholder shall be deemed to have represented that it is not using the Flow-Through Entity in order to avoid the 95 holder limitation set out above. In addition, no sale or transfer of a Trust Certificate shall be registered by the Certificate Registrar or made effective hereunder unless, as evidenced by a written representation and covenant by the transferee in form satisfactory to the Certificate Registrar (upon which representation and covenant the Certificate Registrar may conclusively rely without independent investigation), no member of the transferee’s expanded group as defined in Treasury Regulation Section 1.385-1(c)(4) (including through a controlled partnership as defined in Treasury Regulation Section 1.385-1(c)(1)) is or will become the beneficial owner of a Note. If a Trust Certificateholder or a member of its expanded group becomes the beneficial owner of a Note, the Depositor is authorized at its discretion to compel such Certificateholder to sell its Trust Certificate to a Person whose ownership complies with this paragraph so long as such sale does not otherwise cause a material adverse effect on the Securitization Trust. At the option of a Trust Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8.

The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9, and such other form or documentation as may be reasonably required by the Owner Trustee or the Certificate Registrar in order to comply with Applicable Anti-Money Laundering Law, in form satisfactory to the Certificate Registrar or the Owner Trustee, as applicable, duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing. No such transfer will be effective unless the Owner Trustee has received the transfer documentation required hereunder.

No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates.

No Certificate may be held or beneficially owned by any Person that is not a United States person as defined under Section 7701(a)(30) of the Code. By accepting and holding its beneficial ownership interest in its Certificate, the Holder thereof shall be deemed to have represented and warranted that it is a United States person as defined under Section 7701(a)(30) of the Code.

The Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction.

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(d)      The provisions of this Section generally are intended, among other things, to prevent the Securitization Trust from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate.

(e)      The Trust Certificates may not be acquired or held by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets are deemed to include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or a plan’s investment in the entity (each, a “Benefit Plan Investor”), or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (each of (i)-(iv), a “Benefit Plan Entity”). Each Trust Certificateholder shall be deemed to represent and warrant that it is not a Benefit Plan Entity.

The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register any transfer or exchange of Trust Certificates for a period of fifteen (15) days preceding the due date for any payment with respect to the Trust Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act, the Exchange Act, applicable state securities law, ERISA, the Investment Company Act, other applicable law, or the provisions of this Agreement. Except that, if an Investment Letter or Rule 144A Letter is required by this Section 3.4 and provided to the Owner Trustee, the Owner Trustee shall be under a duty to examine the same solely to determine whether it conforms substantially on its face to the applicable form attached hereto.

SECTION 3.5.      Mutilated, Destroyed, Lost or Stolen Trust Certificates.

(a)      If (i) any mutilated Trust Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Certificate, and (ii) there shall be delivered to the Certificate Registrar, the Owner Trustee and the Trust Company such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Certificate has been acquired by a Protected Purchaser, upon the written direction of the Depositor, the Owner Trustee on behalf of the Securitization Trust shall execute and the Owner Trustee or the Authenticating Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and Percentage Interest. If, after the delivery of such replacement Trust Certificate or payment of a destroyed, lost or stolen Trust Certificate, a Protected Purchaser of the original Trust Certificate in lieu of which such replacement Trust Certificate was issued presents for payment such original Trust Certificate, the Securitization Trust and the Owner Trustee shall be entitled to recover such replacement Trust Certificate (or such payment) from the Person to whom such replacement Trust Certificate was delivered or any Person taking such replacement

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Trust Certificate from such Person to whom such replacement Trust Certificate was delivered or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Securitization Trust or the Owner Trustee in connection therewith. Any duplicate Trust Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Securitization Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time.

(b)      In connection with the issuance of any new Trust Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

(c)      Every replacement Trust Certificate issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Trust Certificate shall constitute an original additional contractual obligation of the Securitization Trust, whether or not the mutilated, destroyed, lost or stolen Trust Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Trust Certificates issued hereunder.

(d)      The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Trust Certificates.

SECTION 3.6.      Persons Deemed Trust Certificateholders. Prior to due presentation of a Trust Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar or any Paying Agent will treat the Person in whose name any Trust Certificate is registered in the Certificate Register as the owner of such Trust Certificate for the purpose of receiving distributions pursuant to Section 5.1 and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by any notice to the contrary.

SECTION 3.7.      Access to List of Trust Certificateholders’ Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Owner Trustee, the Servicer and the Depositor, within fifteen (15) days after receipt by the Certificate Registrar of a written request therefor from the Owner Trustee, the Servicer or the Depositor, a list, in such form as the Owner Trustee, the Servicer or the Depositor may reasonably require, of the names, addresses, and Percentage Interests of the Trust Certificateholders as of the most recent Record Date, and the Owner Trustee, the Depositor and the Servicer may rely and shall be fully protected in relying thereon.

If a Trust Certificateholder applies in writing to the Certificate Registrar, and such application states that the applicant desires to communicate with other Trust Certificateholders with respect to their rights under this Agreement or under the Trust Certificates, then the Certificate Registrar shall, within five (5) Business Days after the receipt of such application, afford such applicant access during normal business hours to the current list of Trust Certificateholders. Each Trust Certificateholder, by receiving and holding a Trust Certificate, shall be deemed to have agreed not to hold any of the Depositor, the Certificate Registrar or the

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Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

SECTION 3.8.      Maintenance of Office or Agency. The Certificate Registrar shall maintain an office or offices or agency or agencies where Trust Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Trust Certificates and the Program Documents may be served. The Certificate Registrar designates its offices at                      for such purposes. The Certificate Registrar shall give prompt written notice to the Depositor and to the Trust Certificateholders of any change in the location of the Certificate Register or any such office or agency.

SECTION 3.9.      Appointment of Paying Agent. The Paying Agent shall make distributions to Trust Certificateholders pursuant to Section 5.1 and shall report the amounts of such distributions to the Depositor. The Depositor may revoke such power and remove the Paying Agent if the Depositor determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or that it is in the interest of the Trust Certificateholders to do so. The Paying Agent initially shall be the Indenture Trustee, and any co-paying agent chosen by the Indenture Trustee and acceptable to the Depositor. The Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed by the Depositor to execute and deliver to the Depositor an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums shall be paid to such Trust Certificateholders. Upon removal of a Paying Agent such Paying Agent shall return all funds in its possession to the successor Paying Agent. The provisions of Sections 7.1, 7.3, 7.4 and 8.1 shall apply to the Owner Trustee also in its role as Paying Agent, if and for so long as the Owner Trustee shall act as Paying Agent, if and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

SECTION 3.10.    Definitive Trust Certificates. The Trust Certificates, upon original issuance, will be issued in definitive, fully registered form.

SECTION 3.11.    Trust Certificates held by Depositor or its Affiliates. Unless otherwise specified in this Agreement or other Program Documents, any Trust Certificates owned by the Depositor, the Servicer (so long as GM Financial or an Affiliate thereof is the Servicer) or any of their respective Affiliates shall be entitled to the benefits under this Agreement equally and proportionately to the benefits afforded other owners of the Trust Certificates, except that such Trust Certificates shall be deemed not to be outstanding for the purpose of determining whether the requisite percentage of Securityholders have given any request, demand, authorization, direction, notice, consent or other action under the Program Documents (other than the commencement by the Securitization Trust of a voluntary proceeding in bankruptcy).

SECTION 3.12.    Trust Certificates Nonassessable and Fully Paid. Trust Certificateholders shall not be personally liable for obligations of the Securitization Trust. Except as set forth herein, the interests represented by the Trust Certificates shall be

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nonassessable for any losses or expenses of the Securitization Trust or for any reason whatsoever, and, upon authentication thereof pursuant to Sections 3.3, 3.4 and 3.5, the Trust Certificates shall be deemed fully paid.

SECTION 3.13.    No Legal Title to Owner Trust Estate in Trust Certificateholders. The Trust Certificateholders shall not have legal title to any part of the Owner Trust Estate. The Trust Certificateholders shall be entitled to receive distributions with respect to their undivided beneficial interest therein only in accordance with Articles Five and Nine. No transfer, by operation of law or otherwise, of any right, title or interest of the Trust Certificateholders to and in their beneficial interest in the Securitization Trust shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

SECTION 3.14.    No Recourse. Each Trust Certificateholder by accepting a Trust Certificate acknowledges that such Trust Certificateholder’s Trust Certificates represent beneficial interests in the Securitization Trust only and do not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Trust Company, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement or the Trust Certificates.

ARTICLE IV

ACTIONS BY OWNER TRUSTEE

SECTION 4.1.      Prior Notice to Trust Certificateholders with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.4, with respect to the following matters, the Securitization Trust shall not take action unless at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Trust Certificateholders in writing of the proposed action and prior to the 30th day after such notice is given the Trust Certificateholders shall not have notified the Owner Trustee in writing that such Trust Certificateholders have withheld consent or provided alternative direction:

(a)      the initiation of any claim or lawsuit by the Securitization Trust (except claims or lawsuits brought by the Servicer on behalf of the Titling Trust and Persons having interest in the 20    -     Exchange Note to collect amounts owed under the 20    -     Lease Agreements or in respect of a 20    -     Leased Vehicles) and the compromise of any action, claim or lawsuit brought by or against the Securitization Trust (except with respect to the aforementioned claims or lawsuits for collection of the 20    -     Lease Agreements and the 20    -     Leased Vehicles);

(b)      the election by the Securitization Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute);

(c)      the amendment of the Indenture by a supplemental indenture in circumstances where such amendment materially adversely affects the interests of the Trust Certificateholders;

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(d)      the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Trust Certificateholders; or

(e)      the appointment pursuant to the Indenture of a successor Note Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

SECTION 4.2.      Action by Trust Certificateholders with Respect to Certain Matters.

(a)      Subject to the provisions and limitations of this Agreement, to the extent the Owner Trustee or the Securitization Trust is deemed to be the 20    -     Exchange Noteholder pursuant to the 20    -     Exchange Note Supplement and the Credit and Security Agreement, subsequent to the payment in full of all obligations secured by the Indenture, the Owner Trustee or Securitization Trust, as the case may be, shall take such actions as directed in writing by Trust Certificateholders of Trust Certificates evidencing at least 66^2⁄₃% of the Percentage Interests. The Securitization Trust may not, except upon the occurrence of a Servicer Default, subsequent to the payment in full of the Notes and in accordance with the written directions of Trust Certificateholders of Trust Certificates evidencing at least 66^2⁄₃% of the Percentage Interests, remove the Servicer with respect to the 20    -     Exchange Note or appoint a Successor Servicer with respect thereto.

(b)      The Securitization Trust shall not have the power, except upon the direction of Trust Certificateholders of Trust Certificates evidencing at least 66^2⁄₃% of the Percentage Interests, to (i) remove the Administrator under the Administration Agreement pursuant to Section 1.09 thereof, (ii) appoint a successor Administrator pursuant to Section 1.09 of the Administration Agreement, or (iii) except as expressly provided in the Program Documents, sell the 20    -     Exchange Note after the termination of the Indenture. The Securitization Trust shall take the actions referred to in the preceding sentence only upon written instructions signed by Trust Certificateholders of Trust Certificates evidencing at least 66^2⁄₃% of the Percentage Interests.

SECTION 4.3.      Action by Trust Certificateholders with Respect to Bankruptcy. The Securitization Trust shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Securitization Trust without the unanimous prior approval of all Trust Certificateholders and the delivery to the Securitization Trust by each such Trust Certificateholder of a certificate certifying that such Trust Certificateholder reasonably believes that the Securitization Trust is insolvent.

SECTION 4.4.      Restrictions on Trust Certificateholders’ Power. The Trust Certificateholders shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Securitization Trust or the Owner Trustee under this Agreement or any of the Program Documents or would be contrary to Section 2.3 or 6.3, nor shall the Owner Trustee be obligated to follow any such direction, if given.

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SECTION 4.5.        Super-Majority Control. Except as expressly provided herein, any action that may be taken by the Trust Certificateholders under this Agreement shall be taken only by Trust Certificateholders of Trust Certificates evidencing at least 66²/3% of the Percentage Interests thereof. Except as expressly provided herein, any written notice of the Trust Certificateholders delivered pursuant to this Agreement shall be effective only if signed by such super-majority of Trust Certificateholders.

ARTICLE V

APPLICATION OF SECURITIZATION TRUST FUNDS; CERTAIN DUTIES

SECTION 5.1.      Application of Securitization Trust Funds.

(a)      At least two (2) Business Days prior to each Payment Date, the Servicer shall send instructions to the Indenture Trustee to make payments or distributions in accordance with Section 8.3 of the Indenture. Distributions to Trust Certificateholders will be made in accordance with Section 5.4(c) or Section 8.3(a)(xviii), as applicable, of the Indenture; provided, however, that so long as the Depositor or an Affiliate of the Depositor is a Trust Certificateholder, the Depositor will, or will cause such Affiliate of the Depositor to, as the case may be, promptly remit all amounts that the Depositor or such Affiliate, as applicable, receives as Trust Certificateholder pursuant to Section 5.4(c)(ELEVENTH) or Section 8.3(a)(xviii) of the Indenture and that represent Excess Exchange Note Payments to the Borrower for further application to the Lending Facility Pool.

(b)      So long as the Depositor is the sole Trust Certificateholder, on or following the Payment Date on which the Note Principal Balance has been reduced to zero and all Obligations shall have been satisfied, the Depositor may direct the Owner Trustee in writing to distribute to it, and upon receipt of such direction the Owner Trustee shall distribute to or upon the order of the Depositor, the remaining assets of the Securitization Trust.

(c)      On or before each Payment Date, the Servicer shall deliver to each Trust Certificateholder a Servicer Report with respect to such Payment Date and the related Collection Period.

(d)      In the event that any withholding tax is imposed on the Securitization Trust’s payment (or, if the Securitization Trust is treated as a partnership for federal income tax purposes, allocations of income) to a Trust Certificateholder, such tax shall reduce the amount otherwise distributable to such Trust Certificateholder in accordance with this Section. The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally owed by the Securitization Trust (but such authorization shall not prevent the Securitization Trust from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Trust Certificateholder, at the time it is withheld by the Securitization Trust for remittance to the appropriate taxing authority. If the Paying Agent determines that there is a possibility that withholding tax is payable with respect to a distribution, the Paying

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Agent may in its sole discretion withhold such amounts in accordance with this Section. In the event that a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent shall reasonably cooperate with such Trust Certificateholder in making such claim so long as such Trust Certificateholder agrees to reimburse the Paying Agent for any out-of-pocket expenses incurred.

SECTION 5.2.      Method of Payment. Subject to Section 9.1(c), distributions required to be made to Trust Certificateholders on any Payment Date shall be made by the Paying Agent to each Trust Certificateholder of record on the preceding Record Date by wire transfer, in immediately available funds, to the account of such Trust Certificateholder at a bank or other entity having appropriate facilities therefor, if such Trust Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five (5) Business Days prior to such Payment Date, or, if not, by check mailed to such Trust Certificateholder at the address of such Trust Certificateholder appearing in the Certificate Register.

SECTION 5.3.      Accounting and Reports to Trust Certificateholders, Internal Revenue Service and Others.

(a)      The Owner Trustee shall, based on information provided by the Depositor, (i) maintain (or cause to be maintained) the books of the Securitization Trust on a fiscal year basis ending December 31 on the accrual method of accounting and in addition to the Owner Trustee’s rights under Section 5.1, take such action as instructed by the Trust Certificateholders to collect or cause to be collected and paid over to applicable authorities any withholding tax as described in and in accordance with Section 5.1 with respect to income or distributions to Trust Certificateholders.

(b)      The Owner Trustee shall deliver to each Trust Certificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable each Trust Certificateholder to prepare its federal and state income tax returns. In no event shall the Owner Trustee, the Trust Company, or the Depositor (or such designee Trust Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Securitization Trust if it is treated as a separate entity subject to taxation or the Noteholders arising out of the application of any tax law, including federal, State, foreign or local income or excise taxes or any other tax imposed on or measured by the Securitization Trust’s or a Noteholder’s income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense attributable to the willful misconduct or gross negligence by the Owner Trustee or the Depositor (or such designee Trust Certificateholder, as applicable), as the case may be, in breach of its obligations under this Agreement.

(c)      Each Trust Certificateholder, by acceptance of such Trust Certificate or such interest therein, agrees to provide to the Owner Trustee, upon its reasonable request, the FATCA Information to the extent such Trust Certificateholder is legally entitled to do so. In addition, each Trust Certificateholder, by acceptance of such Trust Certificate or such interest therein, agrees that the Owner Trustee has the right to withhold or deduct (and to promptly pay over, in full, to the relevant taxing authority) any amounts properly withheld or deducted under law (and

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without any corresponding gross-up) payable to a Trust Certificateholder that fails to comply with the requirements of the preceding sentence.

ARTICLE VI

AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 6.1.      General Authority.

(a)      The Owner Trustee is authorized and empowered to execute and deliver the Program Documents to which the Securitization Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Program Documents to which the Securitization Trust is to be a party and any amendment or other agreement or instrument, in each case, in such form as the Depositor shall approve, as evidenced conclusively by the presentation thereof to the Owner Trustee and the Owner Trustee’s execution thereof. In addition to the foregoing, the Owner Trustee is authorized and empowered, but shall not be obligated, to take all actions required of the Securitization Trust pursuant to the Program Documents. The Owner Trustee is further authorized and empowered from time to time to take such action as the Administrator recommends with respect to the Program Documents.

(b)      At the written direction of the Trust Certificateholder, the Owner Trustee shall sign on behalf of the Securitization Trust any applicable tax returns of the Securitization Trust, unless applicable law requires the Trust Certificateholder to sign such documents.

SECTION 6.2.      General Duties. It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) only those responsibilities expressly required to be performed by it pursuant to the terms of this Agreement and the Program Documents to which the Securitization Trust is a party, in the interest of the Trust Certificateholders, and in all cases subject to such Program Documents and in accordance with the provisions of this Agreement. In addition to the foregoing, the Owner Trustee shall comply with the obligations set forth in Section 2.5(b) of the Servicing Supplement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Program Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee or the Securitization Trust hereunder or under any other Program Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement.

SECTION 6.3.      Action upon Instruction.

(a)      Subject to Article Four and in accordance with the terms of the Program Documents, the Trust Certificateholders may by written instruction direct the Owner Trustee in the management of the Securitization Trust. Such direction may be exercised at any time by written instruction of the Trust Certificateholders pursuant to Article Four.

(b)      The Owner Trustee shall not be required to take any action hereunder or under any other Program Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the

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Owner Trustee or is contrary to the terms hereof or of any other Program Document or is otherwise contrary to law.

(c)      Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any other Program Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Trust Certificateholders requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Trust Certificateholders received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action as it shall deem to be in the best interests of the Trust Certificateholders, and shall have no liability to any Person for such action or inaction.

(d)      In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Program Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Trust Certificateholders requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within fifteen (15) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action as it shall deem to be in the best interests of the Trust Certificateholders, and shall have no liability to any Person for such action or inaction.

(e)      Notwithstanding the foregoing, the right of the Depositor or the Trust Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture.

SECTION 6.4.    No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, this Agreement, the Securitization Trust or any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.3; and no implied duties or obligations shall be read into this Agreement or any other document against the Owner Trustee. To the extent that, at law or in equity, the Owner Trustee has duties (including, without limitation, fiduciary duties) and liabilities relating thereto to the Securitization Trust or to the Depositor and the other Trust Certificateholders, the Owner Trustee shall not be personally liable to the Securitization Trust or to the Depositor and the other Trust Certificateholders, to the fullest

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extent permitted by law, for the Owner Trustee’s good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including, without limitation, fiduciary duties) and liabilities of the Owner Trustee otherwise existing at law or in equity, are agreed by the Owner Trustee, the Depositor, and the Trust Certificateholders to replace such other duties (including, without limitation, fiduciary duties) and liabilities to the fullest extent permitted by law (including, without limitation, Section 3806(c)(2) of the Statutory Trust Statute, as amended). The Owner Trustee shall have no responsibility for filing any trust licensing or qualifications to do business, securities law filing, tax filing, financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any ownership or security interest or lien granted to it hereunder or to record this Agreement or any other Program Document or monitor or enforce the satisfaction of any risk retention requirement. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee that are not related to the ownership or the administration of the Owner Trust Estate.

SECTION 6.5.    No Action Except Under Specified Documents or Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except (a) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, or (b) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.3.

SECTION 6.6.      Restrictions. The Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the Securitization Trust set forth in Section 2.3 of this Agreement, or (b) that, to the actual knowledge of the Owner Trustee, would result in the Securitization Trust’s becoming an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes. The Trust Certificateholders shall not direct the Owner Trustee to take action that would violate the provisions of this Section.

SECTION 6.7.    Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties.

(a)      The Owner Trustee will (i) in accordance with its obligations pursuant to Section 2.5 of the 20    -     Servicing Supplement, provide prompt written notice upon the discovery of any breach of the Servicer’s representations and warranties, (ii) no later than                      (    ) Business Days after the end of each calendar quarter, provide to the Servicer and the Depositor, a notice in substantially the form of Exhibit F, or any other form agreed upon between the Owner Trustee and the Depositor, which shall be deemed acceptable to the Depositor unless the Depositor notifies the Owner Trustee within five (5) Business Days of its receipt thereof, with respect to any requests (in writing or orally) for the repurchase of any 20    -     Lease Agreement and the related 20    -     Leased Vehicle pursuant to Section 2.5 of the 20    -     Servicing Supplement received by a Responsible Officer of the Owner Trustee during the immediately preceding calendar quarter (or, in the case of the initial notice, since the 20    -     Closing Date) and (iii) promptly upon reasonable written request by the Servicer or the Depositor, provide to them any other information reasonably requested in good faith that is in actual possession of the Owner

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Trustee and necessary to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB.

(b)      In no event will the Owner Trustee or the Issuer have any responsibility or liability in connection with (i) the compliance by the Servicer, the Depositor or any other Person with the Exchange Act or Regulation AB or (ii) any filing required to be made by a securitizer under the Exchange Act or Regulation AB. The Owner Trustee will not have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase or reallocation of any 20    -     Lease Agreement and the related 20    -     Leased Vehicle pursuant to Section 2.5 of the 20    -     Servicing Supplement.

ARTICLE VII

CONCERNING THE OWNER TRUSTEE

SECTION 7.1.    Acceptance of Trusts and Duties.

(a)        The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms set forth in this Agreement. The Owner Trustee shall not be answerable or accountable hereunder under any circumstances, except to the Securitization Trust, the Depositor, and to the Trust Certificateholders (x) for its own willful misconduct or gross negligence, or (y) in the case of the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Trust Company. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(i)      the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or gross negligence);

(ii)      the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Trust Certificateholder;

(iii)      no provision of this Agreement or any other Program Document shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Program Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(iv)      the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Program Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to

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any Trust Certificateholder, other than as expressly provided for herein or expressly agreed to in the Program Documents;

(v)      the Owner Trustee shall not be responsible for supervising or monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Indenture Trustee, the Servicer or any other person under any of the Program Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Securitization Trust under this Agreement or the other Program Documents that are not expressly required to be performed by the Owner Trustee, including, without limitation, those that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the 20    -     Servicing Agreement;

(vi)      the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Program Document, at the request, order or direction of any of the Trust Certificateholders, unless such Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Program Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than to the Securitization Trust, the Depositor, and the Trust Certificateholders for its own gross negligence or willful misconduct in the performance of any such act;

(vii)      in no event shall the Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and

(viii)      the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Trustee has actual knowledge or received written notice thereof.

(b)        under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Issuer or any other person or the indebtedness evidenced by or arising under any of the Program Documents, including the principal of and interest on the Notes or any amounts payable on the Trust Certificates.

SECTION 7.2.    Furnishing of Documents. The Owner Trustee shall furnish to the Trust Certificateholders, promptly upon receipt of a written request therefor, and at the expense of the requesting Trust Certificateholder, (a) copies of the Program Documents, and (b) copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Program Documents.

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SECTION 7.3.    Representations and Warranties. The Owner Trustee hereby represents and warrants to the Depositor and the Trust Certificateholders, that:

(a)       It is a trust company duly organized and validly existing in good standing under the laws of the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(b)       It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.

(c)       Neither the execution or the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby, nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

SECTION 7.4.    Reliance; Advice of Counsel.

(a)      The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof require and rely on a certificate, signed by an appropriate person, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

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(b)      In the exercise or performance of its power, authority, duties and obligations under this Agreement or the other Program Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons; provided, however, that the Owner Trustee shall use its best efforts to procure and provide to such counsel, accountants or other such Persons all such documents and information as may be reasonably necessary for such Persons to render such opinion or advice.

SECTION 7.5.    Not Acting in Individual Capacity. Except as provided in this Article, in accepting the trusts hereby created the Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee or the Trust by reason of the transactions contemplated by this Agreement or any other Program Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.

SECTION 7.6.    Owner Trustee Not Liable for Trust Certificates. The recitals contained herein and in the Trust Certificates (other than the signature and any authentication of the Owner Trustee on the Trust Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, of any other Program Document or of the Trust Certificates (other than the signature and countersignature of the Owner Trustee on the Trust Certificates) or the Notes. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity or enforceability of any Program Document to which the Owner Trustee is to be a party (except for enforceability against the Owner Trustee), or the perfection and priority of any security interest created by or under any Program Document, or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to Trust Certificateholders under this Agreement or the Noteholders under the Indenture, the validity of the transfer of the 20    -     Exchange Note, or for the compliance by the Depositor, the Administrator or the Servicer with any warranty or representation made under any Program Document or for the accuracy of any such warranty or representation or for any action of the Administrator, the Servicer or the Indenture Trustee taken in the name of the Owner Trustee.

SECTION 7.7.    Owner Trustee May Own Trust Certificates and Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee of Trust Certificates or Notes and may deal with the Depositor, the Administrator, the Indenture Trustee and the Servicer in banking transactions with the same rights as it would have if it were not Owner Trustee.

SECTION 7.8.    Doing Business in Other Jurisdictions. Notwithstanding anything contained herein to the contrary, neither [OWNER TRUSTEE] or any successor thereto, nor the Owner Trustee shall be required to take any action in any jurisdiction other than in the State of

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Delaware if the taking of such action will, even after the appointment of a co-trustee or separate trustee in accordance with Section 10.5 hereof, (a) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (b) result in any fee, tax or other governmental charge under the laws of the State of Delaware becoming payable by [OWNER TRUSTEE] (or any successor thereto); or (c) subject [OWNER TRUSTEE] (or any successor thereto) to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by [OWNER TRUSTEE] (or any successor thereto) or the Owner Trustee, as the case may be, contemplated hereby.

SECTION 7.9.    Financial Crimes Enforcement Network’s Customer Due Diligence Requirements. To help the government fight the funding of terrorism and money laundering activities, the Customer Identification Program requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 and its implementing regulations (together, the “USA PATRIOT Act”), the Financial Crimes Enforcement Network’s Customer Due Diligence Requirements (the “FinCEN Due Diligence Requirements”) and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions (collectively, with the USA PATRIOT Act and FinCEN Due Diligence Requirements, the “Applicable Anti-Money Laundering Law”), requires all financial institutions to obtain, verify and record information that identifies each Person who opens an account. Accordingly, in order to comply with Applicable Anti-Money-Laundering Law, the Owner Trustee will request on or before the 20    -     Closing Date and from time to time thereafter reasonable documentation to verify and record information that identifies each Person who opens an account. For a non-individual Person, such as a business entity, a charity, a trust or other “legal entity customer” (as defined in the FinCEN Due Diligence Requirements), the Owner Trustee may request and shall be entitled to receive from such Person reasonable documentation to verify its formation and existence as a legal entity, financial statements, licenses, tax identification documents, and identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation and information (including beneficial owners of such entities) (collectively, the “Owner Trustee Due Diligence Documents”). Failure by a Person who opens an account to provide such Owner Trustee Due Diligence Documents may result in an inability of the Owner Trustee to perform its obligations hereunder which, at the sole option of the Owner Trustee, may result in the immediate resignation of the Owner Trustee pursuant to Section 10.2. Notwithstanding the foregoing, if such Person who opens an account is not a legal entity customer (as defined in the FinCEN Due Diligence Requirements), in the determination of the Owner Trustee (in the Owner Trustee’s reasonable discretion), such Person shall not be required to provide to the Owner Trustee the Owner Trustee Due Diligence Documents, and any such requirement to provide such information shall be deemed satisfied.

SECTION 7.10.    Beneficial Ownership and Control of Trust. The parties hereto agree that for purposes of Applicable Anti-Money-Laundering Law (a) the Trust Certificateholders are and shall be deemed to be the sole beneficial owner of the Trust and (b) the one or more Controlling Parties of Trust Certificateholders and the Administrator are and shall deemed to be the parties with the power and authority to control the Securitization Trust.

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ARTICLE VIII

COMPENSATION OF OWNER TRUSTEE

SECTION 8.1.    Owner Trustee’s Fees and Expenses. The Trust Company shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Administrator and the Trust Company, and the Trust Company shall be entitled to be reimbursed by the Administrator for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Trust Company may employ in connection with the negotiation, execution and delivery of the Program Documents and the exercise and performance of its power, authority, rights and its duties hereunder.

SECTION 8.2.    Indemnification. To the fullest extent permitted by law, and notwithstanding any other provision in this Agreement or elsewhere, the Administrator shall be liable as primary obligor for, and to indemnify, defend and hold harmless the Trust Company, and its successors, assigns, agents, servants, officers, directors and employees (collectively, the “Indemnified Parties”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions, fees, penalties, demands, proceedings, and suits, and any and all costs, expenses and disbursements (including, without limitation, reasonable legal fees and expenses and including, without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit) brought by the Indemnified Parties for any indemnification or other obligation of the Administrator) of any kind and nature whatsoever (collectively, “Expenses”), which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way resulting from this Agreement, the other Program Documents, the Owner Trust Estate, the Securitization Trust, or any action or inaction of the Owner Trustee relating thereto, except only that the Administrator shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.1. The indemnities contained in this Section shall survive the resignation or removal of the Owner Trustee or the termination of the Securitization Trust or this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Owner Trustee’s choice of legal counsel shall be subject to the approval of the Administrator, which approval shall not be unreasonably withheld.

SECTION 8.3.    Payments to Owner Trustee. Any amounts paid to the Owner Trustee pursuant to this Article shall be deemed not to be a part of the Owner Trust Estate immediately after such payment.

ARTICLE IX

TERMINATION OF TRUST AGREEMENT

SECTION 9.1.    Termination of Trust Agreement.

(a)      The Securitization Trust shall dissolve upon the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with

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the terms of the Indenture, the 20    -     Servicing Agreement and Article Five hereof. Neither the Depositor nor any Trust Certificateholder shall be entitled to otherwise revoke, dissolve or terminate the Securitization Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Trust Certificateholder shall not (i) operate to dissolve or terminate this Agreement or the Securitization Trust, (ii) entitle such Trust Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Securitization Trust or Owner Trust Estate, or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b)      Notice of any dissolution of the Securitization Trust, specifying the Payment Date upon which Trust Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Administrator by letter to the Owner Trustee and all Trust Certificateholders mailed within five (5) Business Days of receipt of a termination notice of such termination from the Servicer, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein designated, (ii) the amount of any such final payment, and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Owner Trustee or the Paying Agent therein specified. The Administrator shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2.

In the event that all of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Administrator shall so notify the Owner Trustee in writing and the Owner Trustee shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Securitization Trust after exhaustion of such remedies shall be distributed by the Paying Agent to the Depositor.

(c)      Upon the completion of the winding up of the Securitization Trust by the Administrator in accordance with Section 3808 of the Statutory Trust Statute and at the written direction of the Depositor, the Owner Trustee, at the expense of the Depositor shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute and the Securitization Trust and this Agreement (other than Article Eight) shall terminate and be of no further force or effect.

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ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 10.1.      Eligibility Requirements for Owner Trustee. The Owner Trustee shall at all times be a national banking association or corporation organized under the laws of the United States or any State and satisfying the provisions of Section 3807(a) of the Statutory Trust Statute; authorized to exercise corporate trust powers; having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or State authorities; and having (or having a parent that has) time deposits that are rated at least “Baa2” by Moody’s or at least “BBB” by S & P and, if rated by Fitch, Fitch’s equivalent rating. If such national banking association or corporation shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

SECTION 10.2.      Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.

If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee. If the Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all amounts owed to the outgoing Owner Trustee in its individual capacity.

Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and any such removal shall be subject to payment of all amounts owed to the outgoing Owner Trustee in its individual capacity. The Issuer shall pay any costs and expenses associated with the

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replacement of the Owner Trustee. To the extent the Issuer fails to pay any such costs or expenses on or before the Payment Date following the replacement of the Owner Trustee, the Administrator shall pay such amount then-outstanding.

SECTION 10.3.      Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.

No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.1.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice thereof to all Trust Certificateholders, the Indenture Trustee, the Administrative Agent and the Noteholders. If the Administrator shall fail to mail such notice within ten (10) days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.

SECTION 10.4.      Merger or Consolidation of Owner Trustee. Any Person into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, that such Person shall be eligible pursuant to Section 10.1.

SECTION 10.5.      Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Securitization Trust or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the

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Administrator shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3.

Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(a)      All rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(b)      No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(c)      The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.

Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

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ARTICLE XI

MISCELLANEOUS

SECTION 11.1.      Amendments.

(a)      This Agreement may be amended by the Depositor and the Owner Trustee, upon issuance of an Issuer Tax Opinion, which shall not be at the expense of the Owner Trustee, with the consent of the Majority Noteholders and the consent of Trust Certificateholders of Trust Certificates evidencing not less than a majority of the Percentage Interests [and with the consent of the Swap Provider (unless such amendment could not reasonably be expected to have a material adverse effect on the Swap Provider)]; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the 20    -     Exchange Note or distributions that shall be required to be made for the benefit of the Noteholders or the Trust Certificateholders, without the consent of all Noteholders and all Trust Certificateholders, (ii) reduce the aforesaid percentage of the principal amount of the Notes required to consent to any such amendment, without the consent of all Noteholders, or (iii) reduce the aforesaid percentage of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the consent of the Trust Certificateholders of all Trust Certificates; and provided further, notwithstanding any other provision in this Agreement or elsewhere, that any amendment or modification of or supplement to this Agreement or any other document that will affect any right, power, authority, duty, liability, benefit, protection, privilege, immunity, or indemnity of the Owner Trustee (as such or in its individual capacity) shall not be binding on the Owner Trustee (as such or in its individual capacity), unless the Owner Trustee in its individual capacity has specifically consented thereto in writing.

(b)      Upon issuance of an Issuer Tax Opinion, which shall not be at the expense of the Owner Trustee, this Agreement may be amended by the Depositor and the Owner Trustee for any purpose, with the consent of Trust Certificateholders of Trust Certificates evidencing not less than a majority of Percentage Interests [and with the written consent of the Swap Provider (unless such amendment could not reasonably be expected to have a material adverse effect on the Swap Provider)]; provided, that an Opinion of Counsel acceptable to the Indenture Trustee is delivered to the effect that such amendment would not have an adverse effect on the rights or interests of the Noteholders.

Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Trust Certificateholder, the Administrative Agent and the Indenture Trustee.

It shall not be necessary for the consent of Trust Certificateholders or Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Trust Certificateholders provided for in this Agreement or in any other Program Document) and of evidencing the authorization of the execution thereof by Trust Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

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(c)      Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Delaware Secretary of State and shall furnish written notification of the substance of such amendment to the Certificateholder, who shall furnish written notification of the substance of such amendment to the Indenture Trustee, [the Swap Provider,] and each Rating Agency.

(d)      Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel to the Depositor or the Trust Certificateholders (which shall not be at the expense of the Owner Trustee or the Trust Company) stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

SECTION 11.2.      Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Trust Company, the Depositor, the Trust Certificateholders, the Administrator and, to the extent expressly provided herein, [the Swap Provider,] the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

SECTION 11.3.      Notices.

(a)      Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three (3) Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Owner Trustee shall be deemed given only upon actual receipt by the Owner Trustee), if to the Owner Trustee, addressed to the Corporate Trust Office; if to the Depositor, addressed to 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention of Chief Financial Officer; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

(b)      Any notice required or permitted to be given to a Trust Certificateholder shall be given by first-class mail, postage prepaid, at the address of such Trust Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Trust Certificateholder receives such notice.

SECTION 11.4.      Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement or the Trust Certificates shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement, and such invalidity shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement or the Trust Certificates.

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SECTION 11.5.      Counterparts and Consent to Do Business Electronically. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Agreement and any documents to be delivered in connection with this Agreement may be executed by means of an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Agreement and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

SECTION 11.6.      Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of the Depositor and its permitted assignees, the Owner Trustee and its successors and each Trust Certificateholder and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Trust Certificateholder shall bind the successors and assigns of such Trust Certificateholder.

SECTION 11.7.      No Petition. The Owner Trustee, any Paying Agent, the Depositor and each Trust Certificateholder by accepting a Trust Certificate, covenant that they will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any United States, federal or state bankruptcy or similar law for a period of one year and a day after:

(a)      termination of the Titling Trust Agreement, against the Settlor or the Titling Trust; and

(b)      payment in full of` the Notes, against the Depositor or the Securitization Trust.

SECTION 11.8.      Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 11.9.      GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 11.10.      Administrator. It shall be the Administrator’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Securitization Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative,

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governmental, investigative or other proceeding or inquiry relating in any way to the Securitization Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Administrator and to comply with any reasonable request made by the Administrator for the delivery of information or documents to the Administrator in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry.

SECTION 11.11.  Regulation AB. The Owner Trustee acknowledges and agrees that the purpose of this Section 11.11 is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. The Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees hereby to comply with reasonable requests made by the Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Owner Trustee shall cooperate fully with the Servicer and the Issuer to deliver to the Servicer and the Issuer any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Servicer to permit the Servicer and the Issuer to comply with the provisions of Regulation AB, together with such disclosures relating to the Owner Trustee reasonably believed by the Servicer to be necessary in order to effect such compliance.

SECTION 11.12.  Force Majeure. The Owner Trustee shall not be responsible for delays or failures in performance resulting directly or indirectly from forces beyond its control (including, without limitation, acts of God, strikes, work stoppages, accidents, severe weather, floods, nuclear or natural catastrophes, lockouts, riots, civil or military disturbances, acts of war or terrorism, pandemics or epidemics, any provision of any present or future law or regulation or any act of any governmental authority, and any interruption, loss or malfunction of utilities, communications, computer services (software or hardware) or Federal Reserve Bank wire service) provided such default or delay could not have been prevented by the taking of commercially reasonable precautions such as the implementation and execution of disaster recovery plans.

SECTION 11.13.  [Third Party Beneficiary]. [The Swap Provider shall be an express third party beneficiary of this Agreement, entitled to enforce the provisions hereof as if a party hereto.]

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

GMF LEASING LLC,

as Depositor

By:                                                                           

Name:

Title:

[OWNER TRUSTEE],

as Owner Trustee

By:                                                                           

Name:

Title:

Acknowledged and accepted:

[INDENTURE TRUSTEE], not in its individual capacity but solely as Paying Agent, Authenticating Agent and Certificate Registrar

By:                                                                           

Name:

Title:

AMERICREDIT FINANCIAL SERVICES, INC.

d/b/a GM FINANCIAL,

as Servicer and Administrator

By:                                                                           

Name:

Title:

[Signature Page to Amended and Restated Trust Agreement (Issuer)]

EXHIBIT A

FORM OF TRUST CERTIFICATE

TRUST CERTIFICATE

THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. IN ADDITION, THE TRANSFER OF THIS TRUST CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN SECTION 3.4 OF THE TRUST AGREEMENT UNDER WHICH THIS TRUST CERTIFICATE IS ISSUED (A COPY OF WHICH TRUST AGREEMENT IS AVAILABLE FROM THE OWNER TRUSTEE OR UPON REQUEST), INCLUDING RECEIPT BY THE OWNER TRUSTEE OF AN INVESTMENT LETTER IN WHICH THE TRANSFEREE MAKES CERTAIN REPRESENTATIONS.

THIS TRUST CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR FOR THE ACCOUNT OF (I) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF TITLE I OF ERISA, (II) A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (III) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF AN EMPLOYEE BENEFIT PLAN OR PLAN DESCRIBED IN (I) OR (II) ABOVE BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN INVESTOR”), OR (IV) AN EMPLOYEE BENEFIT PLAN, A PLAN OR OTHER SIMILAR ARRANGEMENT THAT IS NOT A BENEFIT PLAN INVESTOR BUT IS SUBJECT TO FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (EACH OF (I)-(IV) ABOVE, A “BENEFIT PLAN ENTITY”). THE HOLDER OF THIS TRUST CERTIFICATE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT A BENEFIT PLAN ENTITY.

THIS TRUST CERTIFICATE IS NOT TRANSFERABLE UNLESS THE PARTY TRANSFERRING THIS TRUST CERTIFICATE DELIVERS TO THE OWNER TRUSTEE AND THE DEPOSITOR AN OPINION OF COUNSEL STATING THE CIRCUMSTANCES AND CONDITIONS UPON WHICH THIS TRUST CERTIFICATE MAY BE TRANSFERRED AND THAT SUCH TRANSFER AS DESCRIBED THEREIN WILL NOT CAUSE EITHER THE SECURITIZATION TRUST OR THE TITLING TRUST TO BE CLASSIFIED AS AN ASSOCIATION (OR A PUBLICLY TRADED PARTNERSHIP) TAXABLE AS A CORPORATION FOR FEDERAL INCOME TAX PURPOSES. BASED UPON SUCH OPINION (IF REQUIRED), THE OWNER TRUSTEE WILL NOTIFY THE HOLDER OF THIS TRUST CERTIFICATE THAT THIS TRUST CERTIFICATE MAY BE TRANSFERRED IN ACCORDANCE WITH THE CONDITIONS SET FORTH IN SUCH

A-1

OPINION OF COUNSEL, AND THE HOLDER OF THIS TRUST CERTIFICATE MAY EXCHANGE THIS TRUST CERTIFICATE FOR A NEW TRUST CERTIFICATE OF LIKE DENOMINATION AND TENOR, WHICH NEW TRUST CERTIFICATE MAY BE TRANSFERRED IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH THEREON. THE HOLDER OF THIS TRUST CERTIFICATE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT IS A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE.

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No. R-1 Percentage Interest: 100%

SEE REVERSE FOR CERTAIN DEFINITIONS

GM FINANCIAL AUTOMOBILE

LEASING TRUST 20    -    

TRUST CERTIFICATE

ASSET BACKED CERTIFICATE

Evidencing an undivided beneficial interest in the Securitization Trust, as defined below, the property of which includes, among the other things, the 20    -     Exchange Note.

(This Trust Certificate does not represent an interest in or obligation of GMF Leasing LLC, AmeriCredit Financial Services, Inc. d/b/a GM Financial (“GM Financial”) or any of their respective Affiliates, except to the extent described below.)

THIS CERTIFIES THAT GMF LEASING LLC is the registered owner of a ONE HUNDRED PERCENT nonassessable, fully-paid, undivided percentage beneficial interest in GM Financial Automobile Leasing Trust 20    -     (the “Securitization Trust”), formed by GMF Leasing LLC (the “Depositor”).

The Securitization Trust is governed pursuant to an Amended and Restated Trust Agreement, dated as of             , 20     (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Trust Agreement”), between the Depositor and [Owner Trustee], as owner trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement. In the event of conflict between the terms of this Trust Certificate and the Trust Agreement, the terms of the Trust Agreement shall control.

This Trust Certificate is one of the duly authorized class of certificates (herein called the “Trust Certificates”). Also issued under an Indenture, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among the Securitization Trust, GM Financial, as servicer, and [Indenture Trustee], as indenture trustee, are Notes designated as “Series 20    -     Class A-1     % Fixed Rate Asset Backed Notes,” “Series 20    -     Class A-2[-A]     % Fixed Rate Asset Backed Notes,” [“Series 20    -     Class A-2-B Floating Rate Asset Backed Notes,”] “Series 20    -     Class A-3     % Fixed Rate Asset Backed Notes,” “Series 20    -     Class A-4     % Fixed Rate Asset Backed Notes,” “Series 20    -     Class B     % Fixed Rate Asset Backed Notes,” “Series 20    -     Class C     % Fixed Rate Asset Backed Notes” and “Series 20    -     Class D     % Fixed Rate Asset Backed Notes” (together, the “Notes”). This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Trust Certificate by virtue of its acceptance hereof assents and by which such holder is bound.

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The property of the Securitization Trust consists primarily of the 20    -     Exchange Note, certain bank accounts and the proceeds thereof, certain other rights under the Trust Agreement, the 20    -     Exchange Note Sale Agreement, and the 20    -     Servicing Agreement and all proceeds of the foregoing. The rights of the Securitization Trust in the foregoing property have been pledged by the Securitization Trust to the Indenture Trustee to secure payments of the Notes.

The Trust Certificates represent obligations of the Securitization Trust only and do not represent interests in, recourse to or obligations of the Depositor, the Owner Trustee or any of their respective Affiliates.

Distributions on this Trust Certificate will be made as provided in the Trust Agreement to the Person in whose name this Trust Certificate is registered at the close of business on the related Record Date, such Trust Certificateholder’s Percentage Interest in the amount to be distributed with respect to the Trust Certificates on such Payment Date.

The holder of this Trust Certificate acknowledges and agrees that its rights to receive payments in respect of this Trust Certificate are subordinated to the rights of the Noteholders as described in the Indenture and the Trust Agreement, as applicable.

It is the intent of the Depositor and the Trust Certificateholders that the Trust Certificates represent the equity interest in the Securitization Trust for U.S. federal and state income, single business and franchise tax purposes. For so long as the Trust Certificates are held by a single owner for federal income tax purposes, the Securitization Trust will be treated as an entity disregarded as separate from such owner for purposes of federal income tax or state income, single business and franchise taxes. If, however, the Securitization Trust is characterized as a separate entity for federal income tax purposes, it is the intention of the parties to the Trust Agreement that it qualify as a partnership for such purposes and the Trust Certificateholders will be treated as partners in that partnership. The Depositor and the other Trust Certificateholders, by acceptance of a Trust Certificate, agree to take no action inconsistent with such tax treatment of the Trust Certificates.

Each Trust Certificateholder by accepting a Trust Certificate, covenants and agrees that such Trust Certificateholder will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any United States, federal or state bankruptcy or similar law for a period of one year and a day after:

(a)      termination of the Titling Trust Agreement, against the Settlor or the Titling Trust; and

(b)      payment in full of the Notes, against the Depositor or the Securitization Trust.

Distributions on this Trust Certificate will be made as provided in the Trust Agreement by the Paying Agent by wire transfer or check mailed to the Trust Certificateholder of record in the Certificate Register without the presentation or surrender of this Trust Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Trust Certificate will be made after due

A-4

notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Trust Certificate at the office or agency maintained for that purpose by the Paying Agent at its offices in Minneapolis, Minnesota.

Reference is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee or its Authenticating Agent, by manual signature, this Trust Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or be valid for any purpose.

THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Securitization Trust and not in its individual capacity, has caused this Trust Certificate to be duly executed.

	GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -
	By: [Owner Trustee], not in its individual capacity but solely as Owner Trustee
	By:
Date:             , 20		Authorized Signatory

A-6

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Trust Certificates referred to in the within-mentioned Trust Agreement.

[OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee		Or	[INDENTURE TRUSTEE], not in its individual capacity but solely as Authenticating Agent
By:			By:
	Authorized Signatory			Authorized Signatory
Date:             , 20

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[REVERSE OF TRUST CERTIFICATE]

The Trust Certificates do not represent an obligation of, or an interest in, the Depositor, the Servicer, the Owner Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated herein or in the Trust Agreement or the other Program Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the 20    -     Exchange Note (and certain other amounts), all as more specifically set forth herein and in the 20    -     Servicing Agreement and the Indenture. A copy of each of the Indenture, the 20    -     Servicing Agreement and the Trust Agreement may be examined by any Trust Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Trust Certificateholders under the Trust Agreement at any time by the Depositor and the Owner Trustee with the consent of the Majority Noteholders and Trust Certificateholders of Trust Certificates evidencing not less than a majority of the Percentage Interests. Any such consent by the holder of this Trust Certificate shall be conclusive and binding on such holder and on all future holders of this Trust Certificate and of any Trust Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent is made upon this Trust Certificate.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Trust Certificateholder hereof or such Trust Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Trust Certificates of authorized denominations evidencing the same aggregate Percentage Interest in the Securitization Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is [Indenture Trustee]. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

This certificate may not be held or beneficially owned by any Person that is not a United States person as defined under Section 7701(a)(30) of the Code.

No sale or transfer of a Trust Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar to be effective hereunder, if the sale or transfer thereof increases the number of Trust Certificateholders and Titling Trust Certificateholders to more than ninety-five (95). In addition, no sale or transfer of a Trust Certificate shall be registered by the Certificate Registrar or made effective hereunder unless, as evidenced by a written representation and covenant by the transferee in form satisfactory to the Certificate Registrar (upon which representation and

A-8

covenant the Certificate Registrar may conclusively rely without independent investigation), no member of the transferee’s expanded group as defined in Treasury Regulation Section 1.385-1(c)(4) (including through a controlled partnership as defined in Treasury Regulation Section 1.385-1(c)(1)) is or will become the beneficial owner of a Note. If a Trust Certificateholder or a member of its expanded group becomes the beneficial owner of a Note, the Depositor is authorized at its discretion to compel such Trust Certificateholder to sell its Trust Certificate to a Person whose ownership complies with this paragraph so long as such sale does not otherwise cause a material adverse effect on the Issuer.

The Trust Certificates are issuable only as registered Trust Certificates. As provided in the Trust Agreement and subject to certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates of authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Trust Certificateholder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Trust Agreement and the Securitization Trust created thereby shall terminate upon the payment to Trust Certificateholders of all amounts required to be paid to them pursuant to the Trust Agreement and the Indenture and the disposition of all property held as part of the Owner Trust Estate.

The Trust Certificates may not be acquired or held by or for the account of a Benefit Plan Entity. The holder of this Trust Certificate shall be deemed to represent and warrant that it is not a Benefit Plan Entity.

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ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)

the within Trust Certificate, and all rights thereunder, and hereby irrevocably constitutes and appoints                                         , attorney, to transfer said Trust Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.

Dated:		*/
	Signature Guaranteed:
		*/

^*/  NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Trust Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-10

EXHIBIT B

CERTIFICATE OF TRUST

OF

GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -    

This Certificate of Trust of GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -     (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C., Section 3801 et seq.) (the “Act”).

1.      Name: The name of the statutory trust formed by this Certificate of Trust is GM Financial Automobile Leasing Trust 20    -    .

2.      Delaware Trustee: The name and business address of a trustee of the Trust in the State of Delaware is [Owner Trustee], [Address].

3.      Effective Date: This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in accordance with Section 3811(a) of the Act.

[OWNER TRUSTEE], not in its individual capacity but solely as trustee of the Trust

By:                                                                       

Name:

Title:

B-1

EXHIBIT C

FORM OF TRANSFEROR CERTIFICATE

[DATE]

GMF Leasing LLC

801 Cherry Street, Suite 3500

Fort Worth, Texas, 76102

Attention: Chief Financial Officer

[Owner Trustee]

[Address]

[Indenture Trustee]

[Address]

Re:      GM Financial Automobile Leasing Trust 201    -    , Trust Certificates

Ladies and Gentlemen:

In connection with our disposition of the above-referenced Trust Certificates (the “Trust Certificates”) we certify that (a) we understand that the Trust Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being transferred by us in a transaction that is exempt from the registration requirements of the Act and (b) we have not offered or sold any Trust Certificates to, or solicited offers to buy any Trust Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act.

Very truly yours, [NAME OF TRANSFEROR]
By:
	Authorized Officer

C-1

EXHIBIT D

FORM OF INVESTMENT LETTER

[DATE]

GMF Leasing LLC

801 Cherry Street, Suite 3500

Fort Worth, Texas, 76102

Attention: Chief Financial Officer

[Owner Trustee]

[Address]

[Indenture Trustee]

[Address]

Re:      GM Financial Automobile Leasing Trust 20    -    , Trust Certificates

Ladies and Gentlemen:

In connection with our acquisition of the above-referenced Trust Certificates (the “Trust Certificates”) we certify that (a) we understand that the Trust Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an “accredited investor,” as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Trust Certificates, (c) we have had the opportunity to ask questions of and receive answers from the seller concerning the purchase of the Trust Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Trust Certificates, (d) we are acquiring the Trust Certificates for investment for our own account and not with a view to any distribution of such Trust Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Trust Certificates in accordance with the following sentence), (e) we have not offered or sold any Trust Certificates to, or solicited offers to buy any Trust Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other action that would result in a violation of Section 5 of the Act or any state securities laws, (f) we are not a Benefit Plan Entity and will not acquire or hold the Trust Certificates on behalf of or with “plan assets” of a Benefit Plan Entity (as such term is defined the Amended and Restated Trust Agreement, dated as of             , 20     (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Trust Agreement”), between GMF Leasing LLC, as Depositor, and [Owner Trustee], as Owner Trustee), and (g) we are a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended and neither we nor any member of our expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) is or will become the beneficial owner of a Note. We are acquiring the Trust Certificates for our own account and understand that the Trust Certificates may be resold, pledged or transferred only (i) (A) in a transaction exempt from the registration requirements of the Act and applicable state securities or “blue sky” laws and, if requested, we

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will at our expense provide an Opinion of Counsel satisfactory to the addressees of this Trust Certificate that such sale, transfer or other disposition may be made pursuant to an exemption from the Act, or (B) to a person who we reasonably believe is a “qualified institutional buyer” within the meaning of Rule 144A under the Act that is aware that the sale or other transfer is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Securitization Trust as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A, and (ii) if the transferee has otherwise complied with all conditions for transfer set forth in the Trust Agreement.

Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement.

Very truly yours, [NAME OF TRANSFEREE]
By:
	Authorized Officer

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EXHIBIT E

FORM OF RULE 144A LETTER

[DATE]

GMF Leasing LLC

801 Cherry Street, Suite 3500

Fort Worth, Texas, 76102

Attention: Chief Financial Officer

[Owner Trustee]

[Address]

[Indenture Trustee]

[Address]

Re:      GM Financial Automobile Leasing Trust 20    -    , Trust Certificates

Ladies and Gentlemen:

In connection with our acquisition of the above-referenced Trust Certificates (the “Trust Certificates”) we certify that (a) we understand that the Trust Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Trust Certificates, (c) we have had the opportunity to ask questions of and receive answers from the seller concerning the purchase of the Trust Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Trust Certificates, (d) we have not, nor has anyone acting on our behalf, offered, transferred, pledged, sold or otherwise disposed of the Trust Certificates or any interest in the Trust Certificates, or solicited any offer to buy, transfer, pledge or otherwise dispose of the Trust Certificates or any interest in the Trust Certificates from any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action that would constitute a distribution of the Trust Certificates under the Act or that would render the disposition of the Trust Certificates a violation of Section 5 of the Act or any state securities laws or require registration pursuant thereto, and we will not act, or authorize any person to act, in such manner with respect to the Trust Certificates, (e) we are a “qualified institutional buyer” as that term is defined in Rule 144A under the Act, (f) we are not a Benefit Plan Entity and will not acquire or hold the Trust Certificates on behalf of or with “plan assets” of a Benefit Plan Entity (as such term is defined the Amended and Restated Trust Agreement, dated as of             , 20     (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Trust Agreement”), between GMF Leasing LLC, as Depositor, and [Owner Trustee], as Owner Trustee), and (g) we are a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended. We are aware that the sale to us is being made in reliance on Rule 144A and acknowledge that we have received such

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information regarding the Securitization Trust as we have requested pursuant to Rule 144A or have determined not to request such information and that we are aware that the seller is relying upon our foregoing representations in order to claim the exemption from registration provided by Rule 144A. We are acquiring the Trust Certificates for our own account or for resale pursuant to Rule 144A and understand that such Trust Certificates may be resold, pledged or transferred only (i) (A) in a transaction exempt from the registration requirements of the Act and applicable state securities or “blue sky” laws and, if requested, we will at our expense provide an Opinion of Counsel satisfactory to the addressees of this Trust Certificate that such sale, transfer or other disposition may be made pursuant to an exemption from the Act, or (B) to a person who we reasonably believe is a “qualified institutional buyer” within the meaning of Rule 144A under the Act that is aware that the sale or other transfer is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Securitization Trust as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A, and (ii) if the transferee has otherwise complied with all conditions for transfer set forth in the Trust Agreement.

Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement.

Very truly yours, [NAME OF TRANSFEREE]
By:
	Authorized Officer

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Exhibit F

FORM OF NOTICE OF REPURCHASE REQUEST

[DATE]

AmeriCredit Financial Services, Inc.

d/b/a GM Financial

as Servicer

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102,

Attention: Chief Financial Officer

GMF Leasing LLC,

as Depositor

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102,

Attention: Chief Financial Officer

Re: Notice of Requests to Repurchase Receivables

Reference is hereby made to each of the Amended and Restated Trust Agreements set forth on Schedule A (each, an “Agreement”), for which [Owner Trustee], a                      trust company has acted in the capacity of owner trustee (in each case, the “Owner Trustee”). This Notice is being delivered pursuant to Section 5.7 or 6.7, as applicable, of the related Agreement.

[During the period from and including [Date] to but excluding [Date], the Owner Trustee received no requests requesting that Receivables be repurchased.]

[During the period from and including [Date] to but excluding [Date], the Owner Trustee received one or more requests requesting that Receivables be repurchased. Copies of such requests received in writing are attached, and details of any such requests received orally are set forth below:

Agreement Date of Request Number of Receivables Subject to Request Aggregate Principal   Balance of Receivables   Subject to Request

This notice, and requests contained herein are being sent to you in connection with compliance with Rule 15Ga-1 of the Securities Exchange Act of 1934. In no event will the Owner Trustee or any of the related Issuers have any responsibility or liability in connection with (i) the compliance by the related Servicer, the related Depositor or any other Person with the Exchange Act or Regulation AB or (ii) any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

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Capitalized terms used but not defined herein shall have the meanings given to them in the related Agreement.

[Owner Trustee],

not in its individual capacity but solely as

Owner Trustee of the Issuer

                By:

F-2

Schedule A

Agreements

[To be provided]

F-3

EX-4.5

Exhibit 4.5

Execution Version

ACAR LEASING LTD.,

as Borrower,

AMERICREDIT FINANCIAL SERVICES, INC.,

as Lender and as Servicer

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent and as Collateral Agent

SECOND AMENDED AND RESTATED

CREDIT AND SECURITY AGREEMENT

Dated as of January 24, 2018

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
SECTION 1.1.	Definitions		1
SECTION 1.2.	Other Definitional Provisions		1
SECTION 1.3.	Amendment and Restatement		2
ARTICLE II THE LENDING FACILITY			2
SECTION 2.1.	Amount and Terms of the Lending Facility		2
SECTION 2.2.	Interest on the Lending Facility		4
SECTION 2.3.	Payments		4
SECTION 2.4.	Calculation of Interest Rates		5
ARTICLE III APPOINTMENT OF COLLATERAL AGENT AND GRANT OF SECURITY			5
SECTION 3.1.	Appointment of Collateral Agent; Duties of Collateral Agent		5
SECTION 3.2.	Security Interest		6
SECTION 3.3.	Release of Collateral		7
ARTICLE IV THE EXCHANGE NOTES			8
SECTION 4.1.	Issuance of Exchange Notes; Form		8
SECTION 4.2.	Issuance of Exchange Notes; Execution, Authentication and Delivery		9
SECTION 4.3.	Exchange Noteholders Entitled to Benefits of this Agreement		11
SECTION 4.4.	Registration; Registration of Transfer and Exchange		11
SECTION 4.5.	Mutilated, Destroyed, Lost or Stolen Exchange Notes		14
SECTION 4.6.	Payment of Principal and Interest		15
SECTION 4.7.	Cancellation of Exchange Notes		16
SECTION 4.8.	Acceptance of Terms of this Agreement		16
ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS			16
SECTION 5.1.	Existence		16
SECTION 5.2.	Protection of Collateral		16
SECTION 5.3.	Performance of Obligations; Servicing		17
SECTION 5.4.	Negative Covenants		18
SECTION 5.5.	Opinions as to Collateral		18
SECTION 5.6.	Annual Statement as to Compliance		19
SECTION 5.7.	Borrower May Consolidate, etc., Only on Certain Terms		19
SECTION 5.8.	Successor or Transferee		20
SECTION 5.9.	No Unauthorized Activities		20
SECTION 5.10.	Limitation on Obligations		20
SECTION 5.11.	Further Instruments and Acts		20

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SECTION 5.12.	Representations and Warranties by the Borrower	20
SECTION 5.13.	Audits	22
ARTICLE VI DEFAULTS AND REMEDIES		22
SECTION 6.1.	Lending Facility Default	22
SECTION 6.2.	Lending Facility Remedies	24
SECTION 6.3.	Exchange Note Defaults	24
SECTION 6.4.	Exchange Note Remedies	26
SECTION 6.5.	Rights and Remedies Cumulative	26
SECTION 6.6.	Delay or Omission Not a Waiver	26
SECTION 6.7.	Waiver of Past Defaults	27
ARTICLE VII THE ADMINISTRATIVE AGENT		27
SECTION 7.1.	Duties of the Administrative Agent	27
SECTION 7.2.	Rights of Administrative Agent	29
SECTION 7.3.	Individual Rights of Administrative Agent	30
SECTION 7.4.	Administrative Agent’s Disclaimer	30
SECTION 7.5.	Compensation	31
SECTION 7.6.	Replacement of the Administrative Agent	31
SECTION 7.7.	Successor Administrative Agent by Merger, Conversion or Transfer	32
SECTION 7.8.	Eligibility; Disqualification	32
SECTION 7.9.	Representations and Warranties by the Administrative Agent	32
ARTICLE VIII INDEMNIFICATION		32
SECTION 8.1.	Indemnification of Administrative Agent and Collateral Agent	32
SECTION 8.2.	Indemnification Procedures	33
SECTION 8.3.	Survival	33
ARTICLE IX AMENDMENTS		33
SECTION 9.1.	Amendments Without Consent of Exchange Noteholders	33
SECTION 9.2.	Amendments with Consent of Exchange Noteholders	35
SECTION 9.3.	Execution of Amendments	35
ARTICLE X CREDITORS’ RELATIONS		35
SECTION 10.1.	Allocation of Collections; Intercreditor Agreement	35
SECTION 10.2.	Application of Collections on the Lending Facility Pool when No Lending Facility Default Has Occurred	35
SECTION 10.3.	Application of Collections on each Designated Pool when No Exchange Note Default Has Occurred	36
SECTION 10.4.	Application of Collections Following Acceleration	36
SECTION 10.5.	Modified Priorities Following Liquidation	37
SECTION 10.6.	Application of Liquidation Proceeds	38

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SECTION 10.7.	Limited Recourse; Subordination of Claims	38
ARTICLE XI MISCELLANEOUS		39
SECTION 11.1.	Appointment to Act as Borrower’s Agent	39
SECTION 11.2.	Compliance Certificates and Opinions, etc.	39
SECTION 11.3.	Form of Documents Delivered to Administrative Agent	40
SECTION 11.4.	Notices, etc.	41
SECTION 11.5.	Alternate Payment and Notice Provisions	42
SECTION 11.6.	Benefits of Agreement	42
SECTION11.7.	GOVERNING LAW; SUBMISSION TO JURISDICTION LAW	43
SECTION 11.8.	Successors and Assigns	43
SECTION 11.9.	Severability	43
SECTION 11.10.	Counterparts	43
SECTION 11.11.	Headings	43
SECTION 11.12.	Borrower Obligations	43
SECTION 11.13.	No Petition	44
SECTION 11.14.	Submission to Jurisdiction; Waiver of Jury Trial	44
SECTION 11.15.	No Partnership or Joint Venture	44
SECTION 11.16.	Tax Consequences	45

EXHIBITS

Exhibit A — Form of Exchange Note	A-1
Exhibit B — Form of UCC Notice of Security Interest	B-1

APPENDICES

Appendix A — Definitions

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SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among ACAR LEASING LTD., a Delaware statutory trust (the “Borrower”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).

WHEREAS the parties to this Agreement intend to amend and restate the Credit and Security Agreement, dated as of January 31, 2011 (the “Original Credit and Security Agreement”) and as of May 23, 2013 (the “Amended Credit and Security Agreement” and together with the Original Security Agreement, the “Prior Security Agreements”) among the parties, on the terms and conditions contained in this Agreement.

WHEREAS the Borrower desires to borrow amounts from the Lender from time to time to finance its purchase of certain motor vehicles and lease agreements relating thereto;

WHEREAS the Lender is willing to loan amounts to the Borrower to finance such purchases in accordance with the terms set forth herein; and

WHEREAS the Lender and the Borrower agree that from time to time the Lender shall be entitled to request that certain Exchange Notes be issued to it in accordance with the terms set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. Capitalized terms used in this Agreement that are not otherwise defined herein or in the Definitions Appendix to any Exchange Note Supplement entered into pursuant to this Agreement shall have the meanings assigned to them in Appendix A hereto, or, if not defined therein, in the Titling Trust Agreement.

SECTION 1.2. Other Definitional Provisions.

(a) All terms defined in this Agreement shall have the defined meanings when used in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) As used in this Agreement, in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such instrument, certificate or other document, and accounting terms partly defined in this Agreement or in any such instrument, certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect on the date of this Agreement or any such instrument, certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such instrument, certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such instrument, certificate or other document shall control.

(c) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, Schedule and Exhibit references contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall mean “including without limitation.”

(d) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(e) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

SECTION 1.3. Amendment and Restatement. This Agreement amends and restates in full the Amended Credit and Security Agreement, with effect as of the date of this Agreement, and the parties confirm that (a) all prior actions made pursuant to the Prior Security Agreements are effective as if made under this Agreement on the date made, and (b) no provision of this Agreement is intended to result in the duplication of any such prior action by any party.

ARTICLE II

THE LENDING FACILITY

SECTION 2.1. Amount and Terms of the Lending Facility.

(a) During the Lending Period, the Lender will make advances (“Advances”) from time to time to the Borrower on the terms and conditions set forth herein. Any Advances made hereunder will be repaid by the Borrower and further Advances may be made on a revolving basis by the Lender to the Borrower, in each case on the terms and conditions set forth herein. Advances will be made during the Lending Period only (i) on Business Days, and (ii) if, after the related Advance, the Lending Facility Balance does not exceed either (A) the Lending Facility Amount or (B) the Borrowing Base.

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(b) The Administrative Agent will record on its books the Lending Facility Balance from time to time based solely on the reports provided by the Servicer pursuant to the Basic Servicing Agreement and taking into account any reduction in the Lending Facility Balance due to the issuance of Exchange Notes in accordance with the terms set forth herein. The failure of the Administrative Agent to make, or any error in making, any such recordation will not affect the obligations of the Borrower with respect to the Lending Facility or the Advances.

(c) The proceeds of each Advance will be used by the Borrower to purchase from a Dealer one or more Leased Vehicles and/or Lease Agreements. Each such Leased Vehicle and/or Lease Agreement will be maintained as Collateral pursuant to this Agreement.

(d) The Lender shall make Advances to the Borrower in the amounts required to pay to the relevant Dealers the purchase price for (i) Leased Vehicles or (ii) Lease Agreements that the Servicer has caused such Dealers to assign, or originate on behalf of, the Borrower from time to time pursuant to the related Dealer Agreements. Notwithstanding the foregoing, with respect to the purchase of Replacement Vehicles pursuant to any Like Kind Exchange, (i) the amount of such Advances will be reduced by the amount received by the Qualified Intermediary pursuant to Section 2.11 of the Basic Servicing Agreement that is used to fund such purchase, and (ii) under the instruction and with the assistance of the Servicer, the Qualified Intermediary will use such amounts to pay the relevant Dealers the purchase price for the Replacement Vehicles that the Servicer has caused the Dealers to assign to the Borrower. The Borrower shall apply the proceeds of Advances to pay the purchase prices of the Leased Vehicles to the related Dealers. Except in connection with the purchase of Replacement Vehicles pursuant to any Like Kind Exchange, in lieu of making Advances directly to the Borrower and having the Borrower pay the Dealers, the Lender may, on behalf of the Borrower, pay or cause to be paid the amounts of such Advances directly to the Dealers to whom payment is due. For the purpose of purchasing Replacement Vehicles pursuant to any Like Kind Exchange, in lieu of paying the Advances to the Borrower and having the Borrower transfer such amounts to the Qualified Intermediary, the Lender, on behalf of the Borrower, may transfer or cause to be transferred the amount of such Advances directly to the Qualified Intermediary.

(e) Repayment of the Lending Facility Balance will be made on each Payment Date in the manner and in the amount set forth in Section 10.2. If on any Payment Date the Borrowing Base as of the start of business on the first (1st) day of the related Collection Period exceeds the Borrowing Base as of the close of business on the last day of the related Collection Period then the amount of such excess (the “Lending Facility Principal Payment Amount”) shall be due and payable on such Payment Date. The entire outstanding Lending Facility Balance will become due and payable on the Lending Facility Termination Date. The Lender, from time to time, may adjust the Advance Rate by providing notice to the Borrower and the Servicer of the new Advance Rate, determined by the Lender in its sole discretion. Such new Advance Rate shall be effective as of the start of business on the first (1st) day of the Collection Period in which such notice is received by the Borrower and the Servicer.

(f) The Lender, in its sole discretion, may terminate the Lending Period upon not less than thirty (30) Business Days’ prior written notice to the Borrower and the Administrative Agent. The Borrower may terminate the Lending Period upon not less than thirty (30) Business Days’ prior written notice to the Lender and the Administrative Agent. At the request of the Borrower, the Lender, in its sole discretion, may extend the Lending Facility Termination Date by notifying the Borrower of the new Lending Facility Termination Date. If no such notice is received by the Borrower by the close of business on the tenth (10^th) calendar day prior to the then-current Lending Facility Termination Date, the Lender will be deemed to have declined the request of the Borrower to extend the Lending Facility Termination Date and the Lending Facility Termination Date will remain unchanged.

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(g) At the request of the Borrower, the Lender, in its sole discretion, may increase the Lending Facility Amount by notifying the Borrower and the Administrative Agent of the new Lending Facility Amount. The Lender, in its sole discretion, may reduce the Lending Facility Amount upon not less than thirty (30) Business Days’ prior written notice to the Borrower and the Administrative Agent and the Borrower, in its sole discretion, may reduce the Lending Facility Amount upon not less than thirty (30) days’ prior written notice to the Lender and the Administrative Agent; provided, that in either case the Lending Facility Amount may not be reduced to an amount that is less than the Lending Facility Balance as of the date on which the related notice is provided.

SECTION 2.2. Interest on the Lending Facility.

(a) Except as otherwise provided in this Agreement, during each Collection Period until the principal amount of the Lending Facility Balance has been paid in full, the Lending Facility Balance will bear interest at a rate per annum equal to the applicable Lending Facility Interest Rate for such Collection Period.

(b) Except as otherwise provided in this Agreement, all accrued and unpaid interest for each Collection Period will be payable in arrears on the related Payment Date during the term of this Agreement. All accrued and unpaid interest with respect to the Lending Facility will be due and payable on the Lending Facility Termination Date.

SECTION 2.3. Payments.

(a) All amounts to be paid hereunder by or on behalf of the Borrower to the Lender will be paid by the deposit of such amounts to the account designated by the Lender in immediately available funds in U.S. Dollars on the date on which such amount is due. If the date for any payment or prepayment under this Agreement is extended by operation of law or otherwise, interest with respect thereto will be payable at the Lending Facility Interest Rate during such extension period.

(b) For so long as AmeriCredit is serving as both the Lender and the Servicer, it may retain for its own account Collections on the Lending Facility Pool to pay amounts payable to it as the Lender, as the Servicer or in any other capacity pursuant to this Agreement, the Basic Servicing Agreement, any Servicing Supplement or any other relevant Basic Document. To the extent that AmeriCredit elects to retain any such amounts, the amounts due to the Servicer or the Lender, as applicable, will be deemed paid in full and will not be payable on any succeeding Payment Date. However, AmeriCredit and the Borrower will account for all payments and deposits in the same manner as if such amounts had been deposited into the Lending Facility Collection Account and distributed in the manner set forth in Article X on the applicable Payment Date.

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SECTION 2.4. Calculation of Interest Rates.

(a) The Lender will calculate the Lending Facility Interest Rate that is applicable for each Interest Period (in each case, at a rate per annum rounded, if necessary, to the nearest 1/100,000 of 1%) and the corresponding amount of interest that is payable on the related Payment Date. The determination of the Lending Facility Interest Rate by the Lender will be final and binding upon all parties absent manifest error.

(b) The Exchange Note Interest Rate for each Exchange Note will be calculated in the manner set forth in the related Exchange Note Supplement.

ARTICLE III

APPOINTMENT OF COLLATERAL AGENT

AND GRANT OF SECURITY

SECTION 3.1. Appointment of Collateral Agent; Duties of Collateral Agent.

(a) The Lender appoints Wells Fargo Bank, National Association as Collateral Agent for the benefit of the Secured Parties. Wells Fargo Bank, National Association accepts such appointment and agrees to perform the duties of the Collateral Agent under this Agreement.

(b) The Collateral Agent will:

(i) hold a security interest in all Collateral for the benefit of the Secured Parties;

(ii) execute and deliver all supplements and amendments to this Agreement (including all Exchange Note Supplements) and all financing statements, continuation statements, instruments of further assurance and other instruments, and take such other action necessary or advisable (including recording such financing statements or other instruments in a public filing office), in each case, as prepared for execution and directed by the Servicer, to:

(A) maintain or preserve the security interest (and the priority of such security interest) granted under Section 3.2(a) of this Agreement or carry out the purposes of this Agreement;

(B) perfect, publish notice of or protect the validity of any security interest granted pursuant to this Agreement;

(C) enforce the Collateral; and

(D) preserve and defend title to the Collateral and the rights of the Secured Parties in such Collateral against the claims of all Persons;

(iii) cooperate with the Servicer to cause the Certificate of Title for each Collateral Leased Vehicle to reflect “Wells Fargo Bank, N.A., as Collateral Agent” or such substantially similar words as the relevant Governmental Authority will accept and as are acceptable to the Collateral Agent and the Servicer, as the recorded lienholder or recorded holder of a security interest in such Collateral Leased Vehicle (except to the extent that such actions have been taken by the Servicer pursuant to Section 2.4 of the Basic Servicing Agreement);

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(iv) with respect to each Collateral Leased Vehicle that is permitted or required by the Basic Documents to be sold or otherwise disposed of by the Borrower, take all action necessary to cause (A) the security interest granted pursuant to Section 3.2 in such Collateral Leased Vehicle to be released and (B) the evidence of the Collateral Agent as lienholder on the related Certificate of Title to be removed, in each case as prepared and directed by the Servicer;

(v) take the actions required to be taken by the Collateral Agent pursuant to Article VI following an Lending Facility Default or an Exchange Note Default; and

(vi) take the other actions required to be taken by the Collateral Agent under this Agreement.

(c) The Borrower will pay the Collateral Agent as compensation for the Collateral Agent’s services under this Agreement such fees as have been separately agreed upon from time to time between the Borrower and the Collateral Agent. The Borrower will reimburse the Collateral Agent for all liabilities and reasonable out-of-pocket expenses incurred by the Collateral Agent, including costs of collection, and the reasonable compensation, expenses and disbursements of the Collateral Agent’s agents, counsel, accountants and experts, but excluding any expenses incurred by the Collateral Agent through the Collateral Agent’s own willful misconduct, negligence, or bad faith. The obligations of the Borrower to the Collateral Agent pursuant to this Section 3.1(c) will survive the termination of this Agreement and resignation or removal of the Collateral Agent. Any expenses incurred by the Collateral Agent after the occurrence of a Lending Facility Default or an Exchange Note Default are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar law.

SECTION 3.2. Security Interest.

(a) The Borrower hereby Grants to the Collateral Agent, not in its individual capacity but solely in its capacity as Collateral Agent for the benefit of the Secured Parties, all of the Borrower’s right, title and interest in and to the Collateral (whether now owned or existing or hereafter acquired or arising). This Agreement shall constitute a “security agreement” under applicable law.

(b) The foregoing grant is made to secure (i) the payment of principal of and interest on and any other amounts owed in respect of, the Advances and any Exchange Notes and (ii) compliance by the Borrower with the provisions of this Agreement (the obligations described in clauses (i) and (ii), the “Secured Obligations”), in each case for the benefit of the Secured Parties.

(c) The Borrower authorizes the Collateral Agent, the Administrative Agent and the Servicer to file any Record or Records (as such term is defined in the applicable UCC), including financing statements or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect, and continue the perfection of, the security interest granted to the Collateral Agent under this Agreement, including any amendments or supplements hereto. Such financing statements may describe the Collateral in any manner as the Collateral Agent may determine is necessary, advisable or prudent to ensure the perfection of the security interest granted to the Collateral Agent under this Agreement.

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(d) The Collateral Agent hereby makes the following representations and warranties on which the Borrower and the Lender shall rely:

(i) the Collateral Agent is a national banking association duly organized and validly existing under the laws of the United States with the power and authority to own its properties and to conduct its business as such properties are currently owned by such business is presently conducted; and

(ii) the Collateral Agent has full power, authority and legal right to execute, deliver and perform this Agreement and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Agreement.

SECTION 3.3. Release of Collateral.

(a) The Collateral Agent may, and when required by this Agreement will, execute instruments provided to it for execution in order to release property from the security interest granted pursuant to Section 3.2, or convey the Collateral Agent’s interest in the same, in a manner and under circumstances consistent with this Agreement. The Collateral Agent will release property from the security interest granted pursuant to Section 3.2 only pursuant to and in accordance with this Agreement. The Collateral Agent may fully rely upon an Officer’s Certificate and an Opinion of Counsel in connection with any such release. Counsel rendering any such Opinion of Counsel may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Collateral Agent, in connection with any such action.

(b) The Collateral Agent will be deemed to release, and does release, any and all Liens and other rights and interests it possesses or may possess from time to time, without further action of the parties, in, to and under a Collateral Leased Vehicle, the proceeds thereof and the rights of the related Borrower and/or AmeriCredit (individually or as Servicer) under any contract or agreement for the sale or other disposition of such Collateral Leased Vehicle (including pursuant to any insurance policy with respect to or covering such Collateral Leased Vehicle), effective immediately prior to the sale or other disposition of such Collateral Leased Vehicle (provided that the Servicer will deposit all proceeds of such Collateral Leased Vehicle in accordance with the Basic Servicing Agreement and, if applicable, the related Servicing Supplement thereto).

(c) No party relying upon an instrument executed by the Collateral Agent as provided in this Section 3.3 is required to verify the Collateral Agent’s authority, inquire into the satisfaction of any conditions precedent or require evidence as to the application of any monies.

(d) The Collateral Agent, at such time as the Secured Obligations and all sums due to the Administrative Agent pursuant to Section 7.5 have been paid in full, will release the Collateral from the security interest granted pursuant to Section 3.2 and release to the Borrower or any other Person entitled thereto any funds then on deposit in any Collection Account.

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(e) Upon the request of the Borrower, the Collateral Agent agrees to execute and deliver any termination statements for filing under the provisions of the UCC of any applicable jurisdiction pursuant to Section 3.1(b)(ii) in connection with the release of the security interest granted pursuant to Section 3.2.

ARTICLE IV

THE EXCHANGE NOTES

SECTION 4.1. Issuance of Exchange Notes; Form.

(a) From time to time the Lender may direct the Borrower to issue all or a portion of the Lending Facility Balance in the form of one or more definitive exchange notes (each an “Exchange Note”). The Lender and the Borrower will agree to the terms of each Exchange Note, which terms will be set forth in a supplement to this Agreement (each, an “Exchange Note Supplement”).

(b) Each Exchange Note Supplement will designate all or a portion of the Collateral Lease Agreements and Collateral Leased Vehicles included in the Lending Facility Pool as the “Designated Pool” with respect to the related Exchange Note. Following any designation of Collateral Lease Agreements and Collateral Leased Vehicles to a Designated Pool such Collateral Lease Agreements and Collateral Leased Vehicles will no longer be a part of the Lending Facility Pool and may not be allocated to any other Designated Pool. Notwithstanding the foregoing, if any Collateral Lease Agreements and Collateral Leased Vehicles are reallocated from a Designated Pool in accordance with this Agreement, the Basic Servicing Agreement, the related Exchange Note Supplement or the related Servicing Supplement, then from the time of such reallocation they will no longer be part of such Designated Pool and instead will be part of the Lending Facility Pool and will be available for further allocation to a Designated Pool in accordance with this Section 4.1(b).

(c) Each Exchange Note will be payable solely from Collections on the Collateral Lease Agreements and Collateral Leased Vehicles in the related Designated Pool in accordance with the priorities in Article X and the applicable Exchange Note Supplement. For purposes of determining the Collections that are applicable to any Designated Pool, the Collateral Lease Agreements and Collateral Leased Vehicles included in such Designated Pool will be deemed to have been included in such Designated Pool from and after the Cutoff Date specified in the related Exchange Note Supplement.

(d) Each Exchange Note, together with the Administrative Agent’s certificate of authentication thereon, shall be issued in definitive form in substantially the form set forth in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the related Exchange Note Supplement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Authorized Officers executing such Exchange Notes, as evidenced by their execution of the Exchange Notes. Any portion of the text of any Exchange Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Exchange Note. Any Exchange Note issued prior to the amendment and restatement of this Agreement shall remain in full force and effect notwithstanding the fact that it is in the form set forth in (i) Exhibit A to the Original Credit and Security Agreement or (ii) Exhibit A to Amended Credit and Security Agreement.

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(e) The definitive Exchange Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Exchange Notes, as evidenced by their execution of such Exchange Notes.

(f) Each Exchange Note shall be dated the date of its authentication.

(g) Each Exchange Note will, upon its execution and delivery, be issued to, and be payable in favor of, the Lender or such other Person as the Lender may direct in writing to the Borrower. Upon the issuance of each Exchange Note, the Lending Facility Balance will be reduced by an amount equal to the initial Exchange Note Balance of such Exchange Note and, if any Exchange Note is a revolving note, the Lending Facility Balance will be further reduced by an amount equal to any subsequent increase in the Exchange Note Balance of such Exchange Note subsequent to its Exchange Note Issuance Date, in all cases as reflected on the books and records of the Administrative Agent maintained pursuant to Section 2.1(b).

(h) No Collateral Lease or Collateral Leased Vehicle will be reallocated from a Designated Pool to the Lending Facility Pool except (i) in accordance with the terms of this Agreement, the Servicing Agreement, the related Exchange Note Supplement and the related Servicing Supplement or (ii) with the prior written consent of all related Exchange Noteholders.

SECTION 4.2. Issuance of Exchange Notes; Execution, Authentication and Delivery.

(a) The Exchange Notes shall be executed on behalf of the Borrower by any of its Authorized Officers. The signature of any such Authorized Officer on any Exchange Note may be manual, electronic or facsimile.

(b) Exchange Notes bearing the manual, electronic or facsimile signature of individuals who were at any time Authorized Officers of the Borrower shall bind the Borrower, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Exchange Notes or did not hold such offices at the date of such Exchange Notes.

(c) Prior to or concurrently with the delivery of any Exchange Note to the Administrative Agent for authentication, the Borrower, the Lender and the Collateral Agent will execute and deliver an Exchange Note Supplement which will specify the principal terms of such new Exchange Note or Exchange Notes, as applicable.

(d) Each Exchange Note Supplement will specify:

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(i) the date on which the related Exchange Note(s) will be issued (each, an “Exchange Note Issuance Date”);

(ii) the class(es) of the Exchange Note(s) being issued;

(iii) the initial Exchange Note Balance of the related Exchange Note(s) being issued;

(iv) an initial Schedule of Designated Pool Assets listing the Collateral Lease Agreements and the Collateral Leased Vehicles initially included in the Designated Pool relating to the related Exchange Note(s);

(v) the Cutoff Date for the Designated Pool relating to the related Exchange Note(s);

(vi) the Exchange Note Interest Rate for the Exchange Note(s) being issued (and, in the case of any Exchange Note that will bear interest at a floating rate, the manner of determining such floating rate);

(vii) a specification of (A) those Exchange Note Defaults set forth in Section 6.3 that are inapplicable with respect to such Exchange Note(s) (if any), (B) any modifications to those Exchange Note Defaults set forth in Section 6.3 that shall be applicable with respect to such Exchange Note(s) and (C) any additional Exchange Note Defaults that shall be applicable with respect to such Exchange Note(s);

(viii) the Final Scheduled Payment Date for the Exchange Note(s) being issued; and

(ix) if the related Exchange Note(s) are to be issued in connection with a financing involving such Exchange Note(s), whether any Rating Agency will provide a rating of the Exchange Note(s) or any securities issued in connection with such financing.

(e) The obligation of the Administrative Agent to authenticate any Exchange Note and to acknowledge and deliver the related Exchange Note Supplement is subject to the delivery to the Administrative Agent of the following:

(i) the Exchange Note Supplement, executed by each party thereto other than the Administrative Agent;

(ii) the Exchange Note, including the unexecuted certificate of authentication;

(iii) written direction from the Lender to execute the certificate of authentication; and

(iv) an Officer’s Certificate from the Borrower that all conditions precedent to the authentication and delivery of such Exchange Note(s) have been satisfied.

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(f) Following satisfaction of the conditions set forth in Section 4.2(e), the Administrative Agent will (i) acknowledge the Exchange Note Supplement and (ii) authenticate and deliver the related Exchange Note(s) in the form, with the principal amount and with the other terms specified in such Exchange Note Supplement.

(g) No Exchange Note will be entitled to any benefit under this Agreement or any Exchange Note Supplement or be valid for any purpose, unless a certificate of authentication appears on such Exchange Note, and such certificate is substantially in the form provided for with respect to such Exchange Note and is executed by the Administrative Agent by the manual or facsimile signature of one of its authorized signatories. The presence of such a certificate of authentication upon an Exchange Note will be conclusive evidence, and the only evidence, that such Exchange Note has been duly authenticated and delivered under this Agreement.

(h) Each Exchange Note will state that (i) any claim that the applicable Exchange Noteholder may seek to enforce at any time against the Borrower will be limited in recourse to the related Designated Pool, (ii) if, notwithstanding clause (i), the Exchange Noteholder of such Exchange Note is deemed to have any claim against the assets of the Borrower other than the assets included in the related Designated Pool, such claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Lender and the Exchange Noteholders of all other Exchange Notes and (iii) such recitation constitutes an enforceable subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

(i) The Lender hereby agrees that (i) any claim that it may seek to enforce at any time against the Borrower will be limited in recourse to the Lending Facility Pool and (ii) if, notwithstanding clause (i), the Lender is deemed to have any claim against the assets of the Borrower included in any Designated Pool, such claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Exchange Noteholders of the related Exchange Note and (iii) such recitation constitutes an enforceable subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

SECTION 4.3. Exchange Noteholders Entitled to Benefits of this Agreement. AmeriCredit will be the initial Exchange Noteholder of each Exchange Note. Any transferee or pledgee of an Exchange Note will execute and deliver to the Administrative Agent a UCC Notice of Security Interest in substantially the form set forth as Exhibit B. Notwithstanding the fact that a transferee or pledgee of an Exchange Note fails to deliver such notice or comply with the other terms of this Agreement, including Section 4.2(g) and Section 4.4, with respect to such transfer, such transferee or pledgee will become an Exchange Noteholder for all purposes of this Agreement. No Person holding an Exchange Note will be treated as a Secured Party for purposes of this Agreement unless such Person has complied with the terms of this Section 4.3.

SECTION 4.4. Registration; Registration of Transfer and Exchange.

(a) The Borrower shall cause to be kept a register (the “Exchange Note Register”) in which, subject to reasonable regulations as it may prescribe, the Borrower shall provide for the registration of Exchange Notes and the registration of transfers of Exchange Notes. The Administrative Agent initially shall be the “Exchange Note Registrar” for the purpose of registering Exchange Notes and transfers of Exchange Notes as herein provided. Upon any resignation of any Exchange Note Registrar, the Borrower shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Exchange Note Registrar.

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If a Person other than the Administrative Agent is appointed by the Borrower as Exchange Note Registrar, the Borrower will give the Administrative Agent prompt written notice of the appointment of such Exchange Note Registrar and of the location, and any change in the location, of the Exchange Note Register, and the Administrative Agent shall have the right to inspect the Exchange Note Register at all reasonable times and to obtain copies thereof at its own expense, and the Administrative Agent shall have the right to rely upon a certificate executed on behalf of the Exchange Note Registrar by an Executive Officer thereof as to the names and addresses of the Exchange Noteholders and the principal amounts and number of such Exchange Notes.

(b) The Exchange Notes have not been and will not be registered under the Securities Act or any state or other applicable securities laws and will not be listed on any exchange. An Exchange Noteholder may only offer, sell or otherwise transfer, in whole or in part, an Exchange Note pursuant to an available exemption from the registration requirements of the Securities Act and all other applicable securities laws. Transfers of the Exchange Notes will be subject to the transfer restrictions set forth in the related Exchange Note Supplement.

The Exchange Notes shall bear the following legend:

“THIS EXCHANGE NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER OF THIS EXCHANGE NOTE BY ITS ACCEPTANCE HEREOF AGREES THAT SUCH EXCHANGE NOTE IS BEING ACQUIRED NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY TO A QUALIFIED PURCHASER PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE CREDIT AND SECURITY AGREEMENT AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. EACH HOLDER OF THIS EXCHANGE NOTE AND ANY SUBSEQUENT HOLDER OF THIS EXCHANGE NOTE WILL BE REQUIRED TO CERTIFY, AMONG OTHER THINGS, THAT SUCH HOLDER OR SUBSEQUENT HOLDER IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT OR (II) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS AWARE THAT THE SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. THE HOLDER OF THIS EXCHANGE NOTE WILL, AND EACH SUBSEQUENT HOLDER OF THIS EXCHANGE NOTE IS REQUIRED TO, NOTIFY ANY PURCHASER OF SUCH EXCHANGE NOTES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.

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NO RESALE OR OTHER TRANSFER OF ANY EXCHANGE NOTE SHALL BE MADE TO ANY TRANSFEREE UNLESS: (A) SUCH TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THE EXCHANGE NOTE ON BEHALF OR WITH THE ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA ANY OTHER “PLAN” THAT IS SUBJECT TO SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” PURSUANT TO 29 C.F.R. SECTION 2510.3-101 OR A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THE EXCHANGE NOTE (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN, A VIOLATION OF ANY SIMILAR LAW.

EACH HOLDER OF THIS EXCHANGE NOTE WILL NOT TRANSFER THIS EXCHANGE NOTE OR ANY BENEFICIAL INTEREST HEREIN EXCEPT TO A PURCHASER WHO CAN MAKE THE ABOVE REPRESENTATIONS AND AGREEMENTS ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING.

THE HOLDER ACKNOWLEDGES THAT THE EXCHANGE NOTE REGISTRAR AND THE BORROWER RESERVE THE RIGHT PRIOR TO ANY SALE OR OTHER TRANSFER TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS AND OTHER INFORMATION AS THE EXCHANGE NOTE REGISTRAR OR THE BORROWER MAY REASONABLY REQUIRE TO CONFIRM THAT THE PROPOSED SALE OR OTHER TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

(c) Upon surrender for registration of transfer of any Exchange Note, if the requirements of Section 8-401(a) of the UCC are met the Borrower shall execute, and the Administrative Agent shall authenticate and the Exchange Noteholder shall obtain from the Administrative Agent, in the name of the designated transferee or transferees, one or more new Exchange Notes in any authorized denominations and of a like aggregate principal amount.

At the option of the Exchange Noteholder, Exchange Notes may be exchanged for other Exchange Notes in any authorized denominations, of a like aggregate principal amount, upon surrender of the Exchange Notes to be exchanged at such office or agency. Whenever any Exchange Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met the Borrower shall execute, and the Administrative Agent shall authenticate and the Exchange Noteholder shall obtain from the Administrative Agent, the Exchange Notes which the Exchange Noteholder making the exchange is entitled to receive.

All Exchange Notes issued upon any registration of transfer or exchange of Exchange Notes shall be the valid obligations of the Borrower, evidencing the same debt, and entitled to the same benefits under this Credit and Security Agreement and the related Exchange Note Supplement, as the Exchange Notes surrendered upon such registration of transfer or exchange.

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Every Exchange Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Administrative Agent duly executed by, the Exchange Noteholder thereof or such Exchange Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Exchange Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Exchange Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

No service charge shall be made to an Exchange Noteholder for any registration of transfer or exchange of Exchange Notes, but the Borrower may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Exchange Notes.

The preceding provisions of this Section notwithstanding, the Borrower shall not be required to make and the Exchange Note Registrar need not register transfers or exchanges of Exchange Notes selected for redemption or of any Exchange Note for a period of fifteen (15) days preceding the due date for any payment with respect to the Exchange Note.

SECTION 4.5. Mutilated, Destroyed, Lost or Stolen Exchange Notes.

If (i) any mutilated Exchange Note is surrendered to the Administrative Agent, or the Administrative Agent receives evidence to its satisfaction of the destruction, loss or theft of any Exchange Note, and (ii) there is delivered to the Administrative Agent such security or indemnity as may be required by it to hold the Borrower and the Administrative Agent harmless, then, in the absence of notice from the Borrower, the Exchange Note Registrar or the Administrative Agent that such Exchange Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC (a “Protected Purchaser”), and provided that the requirements of Sections 8-405 and 8-406 of the UCC are met, the Borrower shall execute, and upon receipt of a written request from the Borrower, the Administrative Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Exchange Note, a replacement Exchange Note; provided, however, that if any such destroyed, lost or stolen Exchange Note, but not a mutilated Exchange Note, shall have become or within seven (7) days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Exchange Note, the Borrower may pay such destroyed, lost or stolen Exchange Note when so due or payable or upon the Exchange Note Redemption Date without surrender thereof. If, after the delivery of such replacement Exchange Note or payment of a destroyed, lost or stolen Exchange Note pursuant to the proviso to the preceding sentence, a Protected Purchaser of the original Exchange Note in lieu of which such replacement Exchange Note was issued presents for payment such original Exchange Note, the Borrower and the Administrative Agent shall be entitled to recover such replacement Exchange Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Exchange Note from such Person to whom such replacement Exchange Note was delivered or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Borrower or the Administrative Agent in connection therewith.

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Upon the issuance of any replacement Exchange Note under this Section, the Borrower may require the payment by the Exchange Noteholder of such Exchange Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Collateral Agent) connected therewith.

Every replacement Exchange Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Exchange Note shall constitute an original additional contractual obligation of the Borrower, whether or not the mutilated, destroyed, lost or stolen Exchange Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Exchange Notes duly issued hereunder and under the related Exchange Note Supplement.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Exchange Notes.

SECTION 4.6. Payment of Principal and Interest.

(a) Each Exchange Note will accrue interest at the applicable Exchange Note Interest Rate, and such interest will be due and payable on each applicable Payment Date. Interest and principal on the Exchange Notes will be paid by wire transfer in immediately available funds, to the account of such Exchange Noteholder (as designated by such Exchange Noteholder to the Exchange Note Registrar on or prior to the date such payment is to be made) except that the final installment of principal payable with respect to such Exchange Note on a Payment Date, an Exchange Note Redemption Date or the Final Scheduled Payment Date will be payable in accordance with Section 4.6(b). Amounts withheld under the Code or any State or local tax law by any Person from a payment to any Exchange Noteholder of interest and/or principal will be considered as having been paid by the Borrower to such Exchange Noteholder for all purposes of this Agreement and the related Exchange Note Supplement.

(b) The principal of each Exchange Note will be payable in accordance with Article X and the related Exchange Note Supplement. Principal payments will be due on each Exchange Note on each Payment Date in the amount set forth in the applicable Exchange Note Supplement. The entire outstanding Exchange Note Balance of each Exchange Note will become due and payable on the Final Scheduled Payment Date with respect to such Exchange Note. Notwithstanding the foregoing, the entire unpaid Exchange Note Balance of any Exchange Note will be due and payable on the date on which an Exchange Note Default with respect to such Exchange Note has occurred and is continuing, if the applicable Exchange Noteholder has declared such Exchange Note to be immediately due and payable in the manner provided in Section 6.3(c). The final installment of principal of each Exchange Note will be payable only upon presentation and surrender of such Exchange Note to the Exchange Note Registrar.

(c) If funds are expected to be available for payment in full of the then remaining unpaid principal amount of an Exchange Note on a Payment Date, then the Administrative Agent will notify the applicable Exchange Noteholder of the date on which the Borrower expects that the final installment of principal of and interest on such Exchange Note will be paid not later than five (5) days prior to such date. Such notice will specify that such final installment will be payable only upon presentation and surrender of such Exchange Note and will specify the place where such Exchange Note may be presented and surrendered for payment of such installment.

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(d) Interest will be payable on each Exchange Note on each Payment Date in an amount equal to the Exchange Note Interest Payment Amount.

SECTION 4.7. Cancellation of Exchange Notes. In connection with an optional redemption in full of an Exchange Note pursuant to the applicable Servicing Supplement or Exchange Note Supplement, the Servicer (provided, that the Servicer and the Lender are the same entity), by notice to the Borrower, the Lender, the Collateral Agent and the Administrative Agent, may, pursuant to such Servicing Supplement or Exchange Note Supplement, as applicable, request that the Borrower cancel the Exchange Note. Upon such request, the Borrower will, pursuant to this Section 4.7, cancel the Exchange Note and, upon cancellation, if no other Exchange Notes related to such Designated Pool are Outstanding, the applicable Designated Pool will be deemed to no longer exist and the Collateral Lease Agreements and related Collateral Leased Vehicles included in such Designated Pool will be reallocated to the Lending Facility Pool.

SECTION 4.8. Acceptance of Terms of this Agreement. Each Exchange Noteholder, by accepting the related Exchange Note, will be deemed to have agreed to the terms and conditions of this Agreement with the same effect as if such Exchange Noteholder had been a party to this Agreement. A provision that is substantively identical to this Section 4.8 will be included in each Exchange Note Supplement and each Exchange Note.

ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS

Until all of the Secured Obligations have been paid in full, the Lending Facility has been terminated and this Agreement has been terminated:

SECTION 5.1. Existence. The Borrower will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Borrower hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Borrower will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Exchange Notes, the Collateral and each other instrument or agreement included in the Collateral.

SECTION 5.2. Protection of Collateral. The Borrower intends the security interest Granted pursuant to this Agreement in favor of the Collateral Agent on behalf of the Secured Parties to be prior to all other liens in respect of the Collateral, and the Borrower shall take all actions necessary to obtain and maintain, for the benefit of the Collateral Agent on behalf of the Secured Parties, a first lien on and a first priority, perfected security interest in the Collateral. The Borrower will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

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(a) Grant more effectively all or any portion of the Collateral to the Collateral Agent;

(b) maintain or preserve the lien and security interest (and the priority thereof) of this Agreement or carry out more effectively the purposes hereof;

(c) perfect, publish notice of or protect the validity of any Grant made or to be made by this Agreement;

(d) enforce any of the Collateral;

(e) preserve and defend title to the Collateral and the rights of the Collateral Agent and the Secured Parties in such Collateral against the claims of all Persons; and

(f) pay all taxes and assessments levied or assessed upon the Collateral when due.

The Borrower hereby authorizes the Collateral Agent to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 5.2.

SECTION 5.3. Performance of Obligations; Servicing.

(a) The Borrower will not take any action and will use commercially reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement comprising Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Agreement and the other Basic Documents or such other instrument or agreement.

(b) The Borrower may contract with other Persons to assist it in performing its duties under this Agreement, and any performance of such duties by a Person identified to the Administrative Agent in an Officer’s Certificate of the Borrower shall be deemed to be action taken by the Borrower. Initially, the Borrower has contracted with the Servicer to assist the Borrower in performing its duties under this Agreement.

(c) The Borrower will punctually perform and observe all of its obligations and agreements contained in this Agreement, the other Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Agreement and the other Basic Documents, in accordance with and within the time periods provided for herein and therein.

(d) If the Borrower shall have knowledge of the occurrence of a Servicer Default, the Borrower shall promptly notify the Collateral Agent thereof, and shall specify in such notice the action, if any, the Borrower is taking with respect to such event.

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(e) Upon any termination of the rights and powers of the Servicer or the resignation of the Servicer pursuant to the Basic Servicing Agreement or any Servicing Supplement, the Borrower shall promptly notify the Collateral Agent. As soon as any Successor Servicer is appointed pursuant to the Basic Servicing Agreement or the related Servicing Supplement, the Borrower shall notify the Collateral Agent of such appointment, specifying in such notice the name and address of such Successor Servicer.

SECTION 5.4. Negative Covenants. So long as any Advance or Exchange Note is Outstanding, the Borrower will not:

(a) except as expressly permitted by this Agreement or the other Basic Documents, sell, transfer, exchange or otherwise dispose of any Collateral except in accordance with this Agreement, any related Exchange Note Supplement and the other Basic Documents or unless directed to do so by the Collateral Agent;

(b) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Exchange Notes (other than amounts properly withheld from such payments pursuant to Section 3.1) or assert any claim against any present or former Exchange Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Collateral;

(c) dissolve or liquidate in whole or in part; or

(d) (i) permit the validity or effectiveness of this Agreement to be impaired, or permit the lien of this Agreement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Advances or the Exchange Notes under this Agreement except as may be expressly permitted hereby, (ii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the security interest granted under this Agreement or a Permitted Lien) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law) or (iii) permit the lien of this Agreement not to constitute a valid first priority security interest in the Collateral.

SECTION 5.5. Opinions as to Collateral. No later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year 2017, the Borrower shall furnish to the Administrative Agent, the Collateral Agent and each Exchange Noteholder an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Agreement, any Agreements supplemental hereto and any other requisite documents and with respect to the filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Agreement and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Agreement, any Agreements supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Agreement for the one-year period following the date on which such opinion of counsel is delivered.

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SECTION 5.6. Annual Statement as to Compliance. The Borrower will deliver to the Collateral Agent, and the Administrative Agent, within ninety (90) days after the end of each fiscal year of the Borrower (commencing with the fiscal year 2017), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:

(a) a review of the activities of the Borrower during such year and of its performance under this Agreement and the other Basic Documents to which it is a party has been made under such Authorized Officer’s supervision; and

(b) to the best of such Authorized Officer’s knowledge, based on such review, the Borrower has complied with all conditions and covenants under this Agreement and the other Basic Documents to which it is a party throughout such year or, if there has been a default in its compliance with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

SECTION 5.7. Borrower May Consolidate, etc., Only on Certain Terms. The Borrower will not consolidate or merge with or into any other Person or, except as provided in the Titling Trust Agreement and the other Basic Documents, transfer all or substantially all of its properties and assets to any other Person unless:

(a) the Person (if other than the Borrower) formed by or surviving such consolidation or merger or acquiring such properties and assets, as the case may be (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by a supplement to this Agreement, executed and delivered to the Administrative Agent, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on all of the Secured Obligations and the performance or observance of every agreement and covenant of this Agreement to be performed or observed by the Borrower, all as provided in this Agreement;

(b) immediately after giving effect to such consolidation or merger, no Lending Facility Default or Exchange Note Default will have occurred and be continuing;

(c) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that such consolidation, merger or transfer will not cause any Exchange Note to be deemed sold or exchanged for purposes of Section 1001 of the Code;

(d) the Borrower has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Administrative Agent) substantially to the effect that such consolidation, merger or transfer will not cause any Borrower to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes;

(e) any action that is necessary to maintain the security interest granted under this Agreement has been taken; and

(f) the Borrower has delivered to the Administrative Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such amendment comply with this Article V and that all conditions precedent in this Agreement relating to such consolidation or merger have been complied with (including any filing required by the Securities Exchange Act of 1934).

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SECTION 5.8. Successor or Transferee. Upon any consolidation, merger or transfer in accordance with Section 5.7:

(a) the Person formed by or surviving such consolidation or merger (if other than the Borrower) or the Person acquiring the properties and assets of the Borrower, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Borrower under this Agreement with the same effect as if such Person had been named as the Borrower in this Agreement; and

(b) in the case of a transfer of all or substantially all of the properties and assets of the Borrower, the Borrower will be released from every covenant and agreement of this Agreement to be performed or observed by the Borrower, immediately upon the delivery of notice to the Administrative Agent stating that the Borrower is to be so released.

SECTION 5.9. No Unauthorized Activities. The Borrower will not engage in any activity other than as required or authorized by this Agreement, the other Basic Documents or the Titling Trust Agreement.

SECTION 5.10. Limitation on Obligations. Except as contemplated by this Agreement, the other Basic Documents and the Titling Trust Agreement, the Borrower will not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness unless any such indebtedness will be limited in recourse to assets of the Borrower other than the Collateral.

SECTION 5.11. Further Instruments and Acts. Upon request of the Administrative Agent, the Borrower will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Agreement.

SECTION 5.12. Representations and Warranties by the Borrower. Effective as of the Lending Facility Closing Date and each Exchange Note Issuance Date, subject to the related Exchange Note Supplement, the Borrower makes the following representations and warranties:

(a) The Borrower has been duly organized and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and pledge the Collateral.

(b) The Borrower has the power and authority to execute and deliver this Agreement and the Basic Documents to which it is a party and to carry out its terms and their terms, respectively; the Borrower has full power and authority to pledge the Collateral to the Collateral Agent hereunder.

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(c) This Agreement and the Basic Documents to which the Borrower is a party, when duly executed and delivered, shall constitute legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(d) The consummation of the transactions contemplated by this Agreement and the Basic Documents to which the Borrower is a party and the fulfillment of the terms of this Agreement and such other Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the Certificate of Trust or the Titling Trust Agreement, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Borrower is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Borrower of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Borrower or any of its properties.

(e) There are no proceedings or investigations pending or, to the Borrower’s knowledge, threatened against the Borrower, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Borrower or its properties (i) asserting the invalidity of this Agreement or any of the Basic Documents to which the Borrower is a party, (ii) seeking to prevent the issuance of any Exchange Note or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents to which the Borrower is a party, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Borrower of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents to which the Borrower is a party, or (iv) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of any Exchange Note.

(f) The Borrower is not required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement which has not already been obtained.

(g) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, which security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such against creditors of and purchasers from the Borrower.

(h) The Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien (other than a Permitted Lien) of any Person (other than the Collateral Agent and other than as permitted by this Agreement and the other Basic Documents).

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(i) The Borrower has caused the filing of all financing statements in all appropriate jurisdictions in order to perfect the security interest granted in the Collateral to the Collateral Agent (to the extent that a security interest can be perfected by such filing). The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering any part of the Collateral, including the Collateral included in the Designated Pool with respect to such Exchange Note, other than any financing statements relating to the security interest granted to the Collateral Agent hereunder or that has been terminated. The Borrower is not aware of any judgment or tax lien filings against it.

(j) All of the Permitted Investments with respect to such Exchange Note have been and will be credited to the related Collection Account. The securities intermediary for each Securities Account has agreed or will agree in an account control agreement to (i) treat all assets credited to the Collection Accounts as “financial assets” within the meaning of the applicable UCC and (ii) comply with all instructions originated by the secured party as set forth in the applicable account control agreement relating to the Collection Accounts without further consent by the Borrower. The Collection Accounts are not in the name of any Person other than one or more of the Borrower, the Collateral Agent or, if debt obligations that are secured by the applicable Exchange Note have been issued, the applicable Administrative Agent. The Borrower has not consented to the securities intermediary of any Collection Account with respect to such Exchange Note complying with entitlement orders of any Person other than the Collateral Agent or, if debt obligations secured by an Exchange Note have been issued, the applicable Administrative Agent.

SECTION 5.13. Audits. The Borrower agrees that, with reasonable prior notice, it will permit any authorized representative of the Administrative Agent or the Servicer during such Borrower’s normal business hours, to examine and audit the books of account, records, reports and other documents and materials of such Borrower relating to the performance of such Borrower’ obligations under this Agreement. In addition, the Borrower will permit such representatives to make copies and extracts of any such books and records and to discuss the same with such Borrower’s officers and independent certified public accountants, all at such reasonable times and as often as may reasonably be requested. The Administrative Agent and the Servicer will, and will cause its authorized representatives to, hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Administrative Agent or the Servicer, as the case may be, may reasonably determine that such disclosure is consistent with its obligations under this Agreement. The Borrower will maintain all such pertinent books, records and other written information for a period of two (2) years after the termination of its obligations under this Agreement.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1. Lending Facility Default.

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(a) Any of the following events or occurrences will constitute an “Lending Facility Default” with respect to the Lending Facility:

(i) Insolvency. The occurrence of an Insolvency Event with respect to the Borrower.

(ii) Servicer Default. The delivery of a notice of termination pursuant to Section 4.1(c) of the Basic Servicing Agreement following a Facility Servicer Event of Default (unless, in the case of this clause (ii), a Successor Servicer has accepted its appointment on or before the date specified in such notice of termination pursuant to Section 4.1(f) of the Basic Servicing Agreement);

(iii) Failure to Pay Principal. The Borrower fails to pay or cause to be paid (A) any principal of any Advance on the Lending Facility Termination Date or (B) the Lending Facility Principal Payment Amount due on any Payment Date and, if such failure is due to an administrative omission, mistake or technical difficulty such failure continues for five (5) Business Days after the date when such payment became due;

(iv) Failure to Pay Interest. The Borrower fails to pay or cause to be paid any part of the Lending Facility Interest Payment Amount when due, and such failure continues for five (5) Business Days after the due date; or

(v) Breach of Covenant, Representation or Warranty. (A) Either (x) a default in the observance or performance of any covenant or agreement of the Borrower made in this Agreement (other than a covenant or agreement, a default in the observance or performance of which is specifically covered elsewhere in this Section 6.1) or (y) any representation or warranty of the Borrower made in this Agreement or in any certificate or other document delivered in connection with this Agreement proves to have been incorrect in any material respect as of the time made and, in each case, and (B)(x) the Lender is materially and adversely affected by such default or the incorrectness of such representation or warranty, as the case may be, and (y) such default or incorrectness is not cured on or before the sixtieth (60^th) day after the Borrower received a notice from the Lender that states that it is a “Notice of Default” and specifies the default.

(b) If an Authorized Person of the Borrower has actual knowledge of the occurrence of a Lending Facility Default, the Borrower will promptly notify the Lender and the Administrative Agent of its status and what action, if any, the Borrower is taking or proposing to take with respect to such Lending Facility Default.

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(c) Upon the occurrence of a Lending Facility Default described in clause (i) or (ii), without any declaration or other action on the part of the Administrative Agent or the Lender, (i) the Lending Facility will terminate and (ii) the Lending Facility Balance, and all accrued and unpaid interest on the Lending Facility Balance, will become immediately due and payable. If any other Lending Facility Default has occurred, then the Lender may, by notice to the Borrower and the Administrative Agent (which notice will be effective immediately), (i) terminate the Lending Facility and (ii) declare the Lending Facility Balance, together with accrued and unpaid interest thereon, to be immediately due and payable.

SECTION 6.2. Lending Facility Remedies.

(a) If a Lending Facility Default has occurred and the Lending Facility Balance has been accelerated (either automatically or by declaration, in accordance with Section 6.1(c)), subject to Article X, the Lender may (i) commence appropriate Proceedings and pursue any of its other rights, remedies, powers or privileges under this Agreement or otherwise and (ii) direct the Collateral Agent to (and the Collateral Agent will) (x) institute Proceedings for the complete or partial foreclosure on the Collateral included in the Lending Facility Pool, (y) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Lender and, to the extent of the Collateral included in the Lending Facility Pool, the Collateral Agent and/or (z) sell or otherwise liquidate all or any portion of the Collateral included in the Lending Facility Pool, or any right or interest in such Collateral, at one or more public or private sales called and conducted in any manner permitted by law.

(b) The proceeds of any liquidation or sale of the Collateral included in the Lending Facility Pool pursuant to Section 6.2(a)(ii)(z) will be applied in the following order of priority:

(i) to pay to the Collateral Agent any amounts due with respect to the Lending Facility or the Lending Facility Pool under Section 3.1(c) or Article VIII;

(ii) to pay to the Administrative Agent any amounts due with respect to the Lending Facility or the Lending Facility Pool under Section 7.5 or Article VIII;

(iii) to make the payments described in Section 10.2(a),

(iv) to the Lender, to pay all accrued and unpaid interest on the Advances and then to the extent necessary to reduce the Lending Facility Balance to zero; and

(v) in the manner and in the priority described Section 10.2(e) and (f).

SECTION 6.3. Exchange Note Defaults.

(a) Except to the extent otherwise provided in the related Exchange Note Supplement, any of the following events or occurrences with respect to any Exchange Note will constitute an “Exchange Note Default,” solely with respect to such Exchange Note:

(i) Insolvency. The occurrence of an Insolvency Event with respect to the Borrower.

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(ii) Servicer Default. The delivery of a notice of termination pursuant to Section 4.1(c) of the Basic Servicing Agreement following a Facility Servicer Event of Default (unless, in the case of this clause (ii), a Successor Servicer has accepted its appointment on or before the date specified in such notice of termination pursuant to Section 4.1(f) of the Basic Servicing Agreement)

(iii) Failure to Pay Principal. The Borrower fails to pay or cause to be paid any principal of such Exchange Note on the applicable Final Scheduled Payment Date and, if such failure is due to an administrative omission, mistake or technical difficulty such failure continues for three (3) Business Days after the date when such principal became due or such other length of time as specified in the Exchange Note Supplement;

(iv) Failure to Pay Interest. The Borrower fails to pay or cause to be paid any part of the Exchange Note Interest Payment Amount, as specified in the Exchange Note Supplement, when due, and such failure continues for five (5) Business Days after the due date or such other length of time as specified in the Exchange Note Supplement;

(v) Breach of Covenant. There is a default in the observance or performance of any covenant or agreement of the Borrower made in this Agreement or the related Exchange Note Supplement (other than a covenant or agreement, a default in the observance or performance of which is specifically covered by another Exchange Note Default), the Exchange Noteholders of such Exchange Note are materially and adversely affected by such default and such default is not cured (x) on or before the sixtieth (60^th) day after the Borrower has received a notice that states that it is a “Notice of Exchange Note Default” and specifies the default or (y) within the period specified in the related Exchange Note Supplement; and

(vi) Breach of Representation or Warranty. Any representation or warranty of the Borrower made in this Agreement, the Exchange Note Supplement or in any certificate or other document delivered in connection with this Agreement or the related Exchange Note Supplement with respect to such Exchange Note proves to have been incorrect as of the time made, the Exchange Noteholders of such Exchange Note are materially and adversely affected by such incorrectness and such incorrectness is not cured (x) on or before the sixtieth (60^th) day after the Borrower has received a notice that states that it is a “Notice of Exchange Note Default” and specified the default or (y) within the period specified in the related Exchange Note Supplement.

(vii) Other. Any other events or circumstances set forth in the related Exchange Note Supplement as constituting “Exchange Note Defaults” with respect to such Exchange Note.

(b) If an Authorized Person of the Borrower has actual knowledge of the occurrence of a Exchange Note Default with respect to any Exchange Note, the Borrower will promptly notify the Servicer, the Administrative Agent and the related Exchange Noteholder of its status and what action, if any, the Borrower is taking or proposing to take with respect to such Exchange Note Default. The Servicer will send a copy of such notice to any other parties to whom the related Exchange Note has been pledged.

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(c) Upon the occurrence of an Exchange Note Default described in clause (i) or (ii), without any declaration or other action on the part of the Administrative Agent or any Exchange Noteholder, the Exchange Note Balance of each Exchange Note and all accrued and unpaid interest on each Exchange Note will become immediately due and payable. If any other Exchange Note Default occurs and is continuing with respect to any Exchange Note, the related Exchange Noteholder may, by notice to the Borrower, the Servicer, the Collateral Agent and the Administrative Agent, declare such Exchange Note to be immediately due and payable, and upon any such declaration the Exchange Note Balance of such Exchange Note, together with accrued and unpaid interest thereon through the date of acceleration, will become immediately due and payable.

SECTION 6.4. Exchange Note Remedies.

(a) If an Exchange Note Default has occurred and the Exchange Note Balance of the related Exchange Note has been accelerated, (either automatically or by declaration, in accordance with Section 6.5(c)), and subject to Article X, the related Exchange Noteholder may (i) commence appropriate Proceedings and pursue any of its other rights, remedies, powers or privileges under this Agreement or otherwise, and (ii) direct the Collateral Agent to (and the Collateral Agent will) (x) institute Proceedings for the complete or partial foreclosure on the Collateral Lease Agreements and Collateral Leased Vehicles included in the related Designated Pool; (y) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of such Exchange Noteholder; and/or (z) sell or otherwise liquidate all or a portion of the Collateral Leases and Collateral Leased Vehicles included in the related Designated Pool, or any rights or interest included in such Collateral Leases and Collateral Leased Vehicles at one or more public or private sales called and conducted in any manner permitted by law.

(b) The proceeds of any liquidation or sale of the Collateral Leases and Collateral Leased Vehicles included in any Designated Pool pursuant to Section 6.4(a)(ii)(z) will be applied in accordance with the applicable Exchange Note Supplement.

SECTION 6.5. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Lender or to the Exchange Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.6. Delay or Omission Not a Waiver. No delay or omission of the Lender or any Exchange Noteholder of any Exchange Note to exercise any right or remedy accruing upon any Lending Facility Default or Exchange Note Default shall impair any such right or remedy or constitute a waiver of any such Lending Facility Default or Exchange Note Default or an acquiescence therein. Every right and remedy given by this Article VI or by law to the Lender or to the Exchange Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Lender or by the Exchange Noteholders, as the case may be.

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SECTION 6.7. Waiver of Past Defaults.

(a) Prior to (i) the termination of the Lending Facility and the declaration of the Lending Facility Balance as immediately due and payable as provided in Section 6.1(c), or (ii) the declaration of the acceleration of the maturity of the applicable Exchange Note as provided in Section 6.3(c), the Lender or the applicable Exchange Noteholder, as applicable, may waive or rescind, by notice to the Borrower, the Servicer, the Collateral Agent and the Administrative Agent, any past Lending Facility Default or Exchange Note Default, as applicable, and its consequences; provided, that a Lending Facility Default or an Exchange Note Default resulting from any failure to make a required payment of principal or interest due with respect to the Lending Facility or any Exchange Note may be waived or rescinded only if the Servicer has deposited into the applicable Collection Account a sum sufficient to pay:

(i) all payments of principal of and interest on the Lending Facility or the applicable Exchange Note, as applicable, and all other amounts that would then be due under the Lending Facility or such Exchange Note, as applicable, if the Lending Facility Default or Exchange Note Default, as applicable, giving rise to such acceleration had not occurred; and

(ii) all other amounts owed in respect of the Lending Facility or applicable Exchange Note, as applicable, in accordance with this Agreement and the related Exchange Note Supplement.

(b) Upon any such waiver or rescission, such Lending Facility Default or Exchange Note Default, as applicable, will cease to exist and be deemed to have been cured and not to have occurred, but no such waiver or rescission will extend to any subsequent or other Lending Facility Default or Exchange Note Default, as applicable, or impair any right consequent thereto. Any such rescission, consent or waiver by the Lender or an Exchange Noteholder, as applicable, will be conclusive and binding upon the Lender or such Exchange Noteholder, as applicable, and, if applicable, upon all future Exchange Noteholders of such Exchange Note and of any Exchange Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such rescission, consent or waiver is made upon such Exchange Note.

ARTICLE VII

THE ADMINISTRATIVE AGENT

SECTION 7.1. Duties of the Administrative Agent.

(a) If an Exchange Note Default or a Lending Facility Default has occurred and is continuing, the Administrative Agent will exercise the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b) Except during the continuance of an Exchange Note Default or a Lending Facility Default:

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(i) the Administrative Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations are to be read into this Agreement against the Administrative Agent; and

(ii) in the absence of bad faith, negligence or willful misconduct on its part, the Administrative Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions furnished to it, upon any certificates or opinions furnished to it and, if required by the terms of this Agreement, conforming to the requirements of this Agreement; provided, that the Administrative Agent will examine any such certificates and opinions to determine whether or not they conform on their face to the requirements of this Agreement.

(c) The Administrative Agent will not be liable for any action it takes or omits to take in the absence of bad faith which it believes to be authorized or within its rights or powers. However, the Administrative Agent may not be relieved from liability for its own willful misconduct, negligence or bad faith, except that:

(i) this Section 7.1 does not limit Section 7.2;

(ii) the Administrative Agent will not be liable for any error of judgment made in the absence of bad faith by a Responsible Officer unless it is proved that the Administrative Agent was negligent in ascertaining the pertinent facts; and

(iii) the Administrative Agent will not be liable with respect to any action it takes or omits to take in the absence of bad faith in accordance with a direction received by it from the Lender or any Exchange Noteholder with respect to the exercise of remedies pursuant to Article VI.

(d) The Administrative Agent will not be liable for interest on any money received by it except as the Administrative Agent may agree with the Borrower.

(e) Money held in trust by the Administrative Agent need not be segregated from other funds except to the extent required by law or this Agreement.

(f) The Administrative Agent, if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it, is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement or in the exercise of any of its rights or powers by any provision of this Agreement.

(g) Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Administrative Agent is subject to the provisions of this Section 7.1.

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(h) The Administrative Agent will not be charged with knowledge of the occurrence of any Lending Facility Default or Exchange Note Default or any other event or be required to act based on any Lending Facility Default or Exchange Note Default or any other event unless either (i) a Responsible Officer of the Administrative Agent has actual knowledge of such occurrence or (ii) written notice of such occurrence has been given to the Administrative Agent in accordance with this Agreement, and shall have no duty to take any action to determine whether such Lending Facility Default or Exchange Note Default or any other event has occurred. Publicly available information by itself shall not constitute actual or constructive knowledge unless a Responsible Officer of the Administrative Agent shall have actual knowledge or has received written notice of such publicly available information.

(i) Subject to Sections 6.1(a) and (c), in no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, provided such failure or delay in performance could not have been prevented by the taking of commercially reasonable precautions such as the implementation and execution of disaster recovery plans. Notwithstanding the occurrence of a foregoing event, the Administrative Agent shall perform its obligations hereunder to the extent it is able to do so under such event. The Administrative Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to prevent any failure or delay in performance and to resume performance as soon as practicable under the circumstances.

SECTION 7.2. Rights of Administrative Agent.

(a) Before the Administrative Agent acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel. The Administrative Agent will not be liable for any action it takes or omits to take in the absence of bad faith in reliance on an Officer’s Certificate or Opinion of Counsel. However, the Administrative Agent will examine any such Officer’s Certificates and Opinions of Counsel to determine whether or not they conform on their face to the requirements of this Agreement.

(b) The Administrative Agent may execute any of the trusts or powers under this Agreement or perform any duties under this Agreement either directly or by or through agents or attorneys or a custodian or nominee, and the Administrative Agent will not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, counsel, custodian or nominee appointed with due care by it under this Agreement.

(c) The Administrative Agent may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Agreement will be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it under this Agreement in the absence of bad faith and in accordance with the advice or opinion of such counsel.

(d) The Administrative Agent is under no obligation to exercise any of the rights or powers vested in it by this Agreement or to honor the request or direction of any of the Exchange Noteholders pursuant to this Agreement unless such Exchange Noteholders have offered to the Administrative Agent reasonable security or indemnity satisfactory to it from and against the reasonable costs, expenses and disbursements that might be incurred by the Administrative Agent in complying with such request or direction.

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(e) The Administrative Agent may conclusively rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Administrative Agent need not investigate any fact or matter stated in any such document.

(f) The Administrative Agent will not be responsible for filing any financing statements or continuation statements in connection with the Collateral, but will cooperate with the Servicer and Borrower in connection with the filing of such financing statements or continuation statements.

(g) In no event shall the Administrative Agent, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

(h) The rights, privileges, protections, immunities and benefits given to the Administrative Agent including its right to be indemnified, are extended to, and shall be enforceable by, the Administrative Agent in each of its capacities hereunder.

(i) In no event shall the Administrative Agent be liable for the selection of investments or for investment losses incurred thereon. The Administrative Agent shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity or the failure of any party directing such investment to provide timely written investment direction. The Administrative Agent shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction.

SECTION 7.3. Individual Rights of Administrative Agent. The Administrative Agent, in its individual or any other capacity, may deal with the Borrower or any of their Affiliates with the same rights it would have if it were not Administrative Agent.

SECTION 7.4. Administrative Agent’s Disclaimer. The Administrative Agent will not be (a) responsible for, and does not make any representation as to, the validity or adequacy of this Agreement, any Exchange Note Supplement or any of the Exchange Notes, (b) accountable for the Borrower’ use of the funds advanced under the Lending Facility, (c) responsible for any statement of the Borrower in this Agreement (all of which will be deemed to be statements of the Borrower) other than the certificate of authentication of the Administrative Agent (d) required to investigate claims of any breach of a representation or warranty made in any Exchange Note Supplement, or the Servicing Agreement or (e) responsible or liable for the acts or omissions of any other party, including the Servicer, the Titling Trust and the Settlor, and may assume each other party’s performance of its obligations under the Titling Trust Agreement, any Exchange Note Supplement and the Servicing Agreement or any Basic Agreement absent written notice or actual knowledge of a Responsible Officer of the Administrative Agent to the contrary.

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SECTION 7.5. Compensation. The Borrower will pay or cause to be paid to the Administrative Agent as compensation for the Administrative Agent’s services under this Agreement such fees as have been separately agreed upon from time to time between the Borrower and the Administrative Agent. The Administrative Agent’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Borrower will reimburse the Administrative Agent (or cause the Administrative Agent to be reimbursed) for all reasonable out-of-pocket expenses incurred or made by the Administrative Agent, including costs of collection, and the reasonable compensation, expenses and disbursements of the Administrative Agent’s agents, counsel, accountants and experts, but excluding any expenses incurred by the Administrative Agent through the Administrative Agent’s own willful misconduct, negligence or bad faith.

SECTION 7.6. Replacement of the Administrative Agent.

(a) No resignation or removal of the Administrative Agent, and no appointment of a successor Administrative Agent, will become effective until the acceptance of appointment by the successor Administrative Agent pursuant to this Section 7.6. The Administrative Agent may resign by notifying the Lender. The Lender may remove the Administrative Agent with or without cause by notifying the Administrative Agent and the Borrower. Following the effective removal or resignation of any Person in the capacity of Administrative Agent, the obligations (solely in the case of obligations performed, or required to be performed, prior to such termination) of such Person in such capacity will terminate.

(b) The Lender will remove the Administrative Agent if:

(i) the Administrative Agent fails to comply with Section 7.8;

(ii) an Insolvency Event occurs with respect to the Administrative Agent;

(iii) a receiver or other public officer takes charge of the Administrative Agent or its property; or

(iv) as evidenced by an Opinion of Counsel, the Administrative Agent becomes legally unable to act or otherwise incapable of acting as Administrative Agent.

(c) If the Administrative Agent resigns or is removed or if a vacancy exists in the office of the Administrative Agent for any reason, the Borrower will appoint a successor Administrative Agent promptly.

(d) Any successor Administrative Agent must execute and deliver an acceptance of its appointment to the retiring Administrative Agent, the Borrower and the Lender and thereupon the resignation or removal of the retiring Administrative Agent will become effective, and such successor Administrative Agent will have all the rights, powers, duties and obligations of the Administrative Agent under this Agreement. The Borrower will pay all amounts accrued through the effective date and unpaid to the retiring Administrative Agent upon the retiring Administrative Agent’s resignation or removal. The successor Administrative Agent will deliver a notice of its succession to the Exchange Noteholders. The retiring Administrative Agent will promptly transfer all property held by it as Administrative Agent to the successor Administrative Agent.

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(e) If a successor Administrative Agent does not take office within sixty (60) days after the retiring Administrative Agent resigns or is removed, the retiring Administrative Agent, the Borrower, the Lender or any Exchange Noteholder may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. If the Administrative Agent fails to comply with Section 7.8 and the Lender fails to remove the Administrative Agent pursuant to Section 7.6(b)(i), any Exchange Noteholder may petition any court of competent jurisdiction for the removal of the Administrative Agent and the appointment of a successor Administrative Agent.

SECTION 7.7. Successor Administrative Agent by Merger, Conversion or Transfer. If the Administrative Agent consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person will be the successor Administrative Agent so long as such Person is otherwise qualified and eligible under Section 7.8 and complies with Section 7.6(d).

SECTION 7.8. Eligibility; Disqualification. The Administrative Agent or its parent must have a combined capital and surplus of at least $50,000,000 as set forth in its most recent annual published report of condition, must have a long-term unsecured debt rating of investment grade by each of S&P and Moody’s and must not be AmeriCredit or any Affiliate of AmeriCredit.

SECTION 7.9. Representations and Warranties by the Administrative Agent. The Administrative Agent hereby makes the following representations on warranties on which the Borrower and the Lender shall rely:

(a) the Administrative Agent is a national banking association duly organized, validly existing and in good standing under the laws of the United States; and

(b) the Administrative Agent has full power, authority and legal right to execute, deliver and perform this Agreement and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Agreement.

ARTICLE VIII

INDEMNIFICATION

SECTION 8.1. Indemnification of Administrative Agent and Collateral Agent. The Borrower will indemnify, defend and hold harmless the Administrative Agent, the Collateral Agent and their respective officers, directors, employees and agents (each, an “Indemnified Person”), from and against any and all costs, expenses, losses, damages, claims and liabilities incurred by it in connection with the acceptance, administration and performance of their respective duties and obligations under this Agreement, including the costs and expenses of defending themselves against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any of its powers or duties under this Agreement, but excluding any cost, expense, loss, damage, claim or liability incurred by the Administrative Agent or Collateral Agent, respectively, through the Administrative Agent’s or the Collateral Agent’s, respectively, own willful misconduct, negligence or bad faith.

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SECTION 8.2. Indemnification Procedures. Promptly upon receipt by an Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding is to be made under Section 8.1, notify the Borrower of the commencement of such Proceeding. Failure by the Indemnified Person to so notify the Borrower will not relieve the Borrower of its obligations under this Section 8.2; provided, that the Borrower has not been materially prejudiced by such failure to so notify and notice is given within one-hundred and eighty (180) days of the Indemnified Person learning of such Proceeding.

The Borrower may participate in and assume the defense and settlement of any such Proceeding at its own expense, and no settlement of such Proceeding may be made without the approval of the Borrower and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. After notice from the Borrower to the Indemnified Person of the intention of the Borrower to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Borrower so assumes the defense of such Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Borrower will not be liable for any legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Borrower, on one hand, and an Indemnified Person, on the other hand, in which case the Borrower will pay for the separate counsel reasonably acceptable to the Borrower and such Indemnified Person.

SECTION 8.3. Survival.

The payment obligations of the Borrower to the Administrative Agent and the Collateral Agent pursuant to this Article VIII will survive the resignation or removal of the Administrative Agent and/or the Collateral Agent and the termination of this Agreement. When the Administrative Agent or the Collateral Agent incurs expenses after the occurrence of a Lending Facility Default or an Exchange Note Default the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar law.

ARTICLE IX

AMENDMENTS

SECTION 9.1. Amendments Without Consent of Exchange Noteholders.

(a) The Borrower, the Collateral Agent, the Lender and the Administrative Agent may enter into one or more amendments to this Agreement and any Exchange Note Supplement, without the consent of any Exchange Noteholder, to:

(i) cure any ambiguity in or to correct or supplement the description of any property subject to the security interest granted under this Agreement or any Exchange Note Supplement, or better to assure, convey and confirm unto the Collateral Agent any property subject or required to be subjected to the security interest granted under this Agreement or any Exchange Note Supplement, or to subject to the security interest granted under this Agreement or any Exchange Note Supplement additional property; provided, that the Borrower deliver an Officer’s Certificate to the Administrative Agent to the effect that such amendment will not materially adversely affect the interests of any Exchange Noteholder (other than Exchange Noteholders who have consented to such amendment);

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(ii) add to the covenants of the Borrower, or to surrender any right or power conferred upon the Borrower in this Agreement or any Exchange Note Supplement, in each case for the benefit of the Secured Parties; provided, that the Borrower deliver an Officer’s Certificate to the Administrative Agent to the effect that such amendment will not materially adversely affect the interests of any Exchange Noteholder (other than Exchange Noteholders who have consented to such amendment);

(iii) convey, transfer, assign, mortgage or pledge any property to the Collateral Agent; provided, that the Borrower deliver an Officer’s Certificate to the Administrative Agent to the effect that such amendment will not materially adversely affect the interests of any Exchange Noteholder (other than Exchange Noteholders who have consented to such amendment);

(iv) to cure any ambiguity in or to correct or supplement any provision in this Agreement or any Exchange Note Supplement that may be inconsistent with any other provision in this Agreement or any Exchange Note Supplement or in any amendment or to make any other provisions with respect to matters or questions arising under this Agreement or any Exchange Note Supplement which will not be inconsistent with the provisions of this Agreement or any Exchange Note Supplement; provided, that the Borrower deliver an Officer’s Certificate to the Administrative Agent to the effect that such amendment will not materially adversely affect the interests of any Exchange Noteholder (other than Exchange Noteholders who have consented to such amendment); or

(v) to evidence the acceptance of the appointment under this Agreement of a successor Administrative Agent or successor Collateral Agent.

All amendments pursuant to this Section 9.1 will be in form reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Collateral Agent are authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be contained in such amendment.

(b) The Borrower, the Collateral Agent, the Lender and the Administrative Agent may enter into one or more amendments to this Agreement or any Exchange Note Supplement, without the consent of any Exchange Noteholder (including in connection with an amendment to an Exchange Note Supplement, the Exchange Noteholder of the Exchange Note issued pursuant to such supplement), to add any provisions to, or change any manner or eliminate any of the provisions of, this Agreement or any Exchange Note Supplement or to modify in any manner the rights of any Exchange Noteholder under this Agreement and its related Exchange Note Supplement, except as provided in such Exchange Note Supplement; provided, that the Borrower deliver an Officer’s Certificate to the Administrative Agent to the effect that such amendment will not materially adversely affect the interests of any Exchange Noteholder (other than Exchange Noteholders who have consented to such amendment).

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SECTION 9.2. Amendments with Consent of Exchange Noteholders. Subject to Section 9.1, this Agreement may be amended (in any manner and for any purpose) by the Borrower, the Collateral Agent, the Lender and the Administrative Agent if each Exchange Noteholder of an Outstanding Exchange Note has consented to such amendment.

(a) Subject to Section 9.1, any Exchange Note Supplement may be amended (in any manner and for any purpose) by the Borrower, the Collateral Agent, the Lender and the Administrative Agent if each Exchange Noteholder of the related Outstanding Exchange Note has consented to such amendment.

SECTION 9.3. Execution of Amendments. In executing any amendment permitted by this Article IX, the Administrative Agent will be entitled to receive, and subject to Section 7.1 and Section 7.2, will be fully protected in relying upon, an Opinion of Counsel stating that (a) the execution of such amendment is authorized or permitted by the Agreement, (b) all conditions precedent to the execution and delivery of such amendment have been satisfied, and (c) such amendment will not (i) cause the Titling Trust to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, or (ii) with respect to the issuance of additional securities only, adversely affect the treatment of any Exchange Note as debt for U.S. federal income tax purposes. The Administrative Agent may, but is not obligated to, enter into any such amendment that affects the Administrative Agent’s own rights, powers, duties, obligations, liabilities or immunities under the Agreement.

ARTICLE X

CREDITORS’ RELATIONS

SECTION 10.1. Allocation of Collections; Intercreditor Agreement. The Lender and the Administrative Agent, by entering into this Agreement, and each Exchange Noteholder, by accepting the related Exchange Note, acknowledges and agrees that, notwithstanding that the Lending Facility and the Exchange Notes are secured, pursuant to Section 3.2, by a single security interest in all of the Collateral (a) each such Person will be subject to the limitation of recourse, waiver of claims and rights, and subordination provisions set forth in this Article X, (b) no Exchange Noteholder will have any recourse to, or right to payment from, the Collections on the Lending Facility Pool, (c) except in the capacity as Holder of the related Exchange Note, the Lender will not have recourse to, or right to payment from, the Collections on any Designated Pool, and (d) all Collections will be applied in accordance with the priorities and procedures set forth in this Article X.

SECTION 10.2. Application of Collections on the Lending Facility Pool when No Lending Facility Default Has Occurred. On each Payment Date following the establishment of the Lending Facility Collection Account (unless a Lending Facility Default has occurred prior to such Payment Date and the Lending Facility Balance has been accelerated), the Administrative Agent will (based on the information contained in the Monthly Lending Facility Pool Report when delivered before such Payment Date pursuant to the Basic Servicing Agreement) withdraw from the Lending Facility Collection Account an amount equal to the Collections for the Lending Facility Pool and such Payment Date and apply such amounts in accordance with the following priorities (to the extent such amounts that have not been retained by AmeriCredit pursuant to the Basic Servicing Agreement and Section 2.3 of this Agreement):

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(a) to the Servicer, the Lending Facility Pool Servicing Fee for the related Collection Period;

(b) to the Lender as payment of interest on the Advances, an amount equal to the Lending Facility Interest Payment Amount;

(c) to the Lender as a payment of principal of the Advances in an amount equal to the Lending Facility Principal Payment Amount, until the Lending Facility Balance has been reduced to zero;

(d) either (i) if and to the extent that the Borrower so elects (by direction to the Administrative Agent on or prior to the applicable Payment Date, which may be in the form of a standing direction) or (ii) if the Lending Period has been terminated, to the Lender as an additional payment of principal of the Advances, all amounts remaining, until the Lending Facility Balance has been reduced to zero;

(e) to pay any amounts that remain owing and unpaid to the Collateral Agent or any other Person under any indemnity or other payment obligation arising hereunder; and

(f) to or at the direction of the Holder of the Series CSA Interest Certificate, all remaining funds.

SECTION 10.3. Application of Collections on each Designated Pool when No Exchange Note Default Has Occurred. On each Payment Date (except with respect to any Designated Pool with respect to which an Exchange Note Default has occurred prior to such Payment Date and the related Exchange Note has been accelerated), the Administrative Agent will, with respect to each Designated Pool (based on the information contained in the related Monthly Exchange Note Report delivered before such Payment Date pursuant to the Basic Servicing Agreement and the related Servicing Supplement), withdraw from the related Exchange Note Collection Account an amount equal to the Collections for such Designated Pool and such Payment Date and (except as otherwise specified in the related Exchange Note Supplement) and apply such amounts in accordance with the terms of the applicable Exchange Note Supplement.

SECTION 10.4. Application of Collections Following Acceleration . On each Payment Date following the occurrence of a Lending Facility Default with respect to the Lending Facility Pool if the Lending Facility Balance has been accelerated, and following the occurrence of an Exchange Note Default with respect to the related Designated Pool if the related Exchange Note has been accelerated, the Administrative Agent will (absent contrary instruction with respect to the Lending Facility Pool from the Lender or any Designated Pool from the related Exchange Noteholder), with respect to the Lending Facility Pool or the related Designated Pool, as applicable, (based on the information contained in the Monthly Lending Facility Pool Report or the related Monthly Exchange Note Report, as applicable, delivered before such Payment Date), withdraw from the related Collection Account an amount equal to the Collections for the Lending Facility Pool or such Designated Pool, as the case may be, and on such Payment Date and (except as otherwise specified in the related Exchange Note Supplement) apply such amounts in accordance with the following priorities (or, with respect to any Designated Pool, in accordance with any other priorities for the distribution of Collections following Acceleration that is specified in the related Exchange Note Supplement):

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(a) in the manner and in the priorities set forth in Section 10.2(a) through (c) with respect to the Lending Facility Pool or, with respect to a Designated Pool and the related Exchange Note in the following order of priority:

(i) to the Servicer, the related Designated Pool Servicing Fee for the related Collection Period, to the extent that such amounts have not been paid from the Collections in respect of such Designated Pool that have been retained by the Servicer pursuant to the applicable Servicing Supplement;

(ii) to the related Exchange Noteholder, the applicable Exchange Note Interest Payment Amount;

(iii) to the related Exchange Noteholder, (A) on any Payment Date other than an Exchange Note Redemption Date, in payment of principal of such Exchange Note until the Exchange Note Balance of such Exchange Note has been reduced to zero or (B) on an Exchange Note Redemption Date, an amount equal to the Exchange Note Redemption Price (to the extent such amount has not been paid pursuant to clause (ii) above); and

(iv) to the related Exchange Noteholder, as an additional payment of principal of such Exchange Note, all amounts necessary to cover any shortfall in payment on any debt obligations that are secured by such Exchange Note.

(b) all amounts remaining will be applied pro rata, based on the amounts due, to pay any amounts due and unpaid under Section 10.2(a) through (c) with respect to the Lending Facility and, with respect to each Exchange Note, in the priority set forth in Section 10.4(b)(i) through (iii);

(c) to pay any amounts that remain owing and unpaid to the Collateral Agent or any other Person under any indemnity or other payment obligation arising hereunder; and

(d) to or at the direction of the Holder of the Series CSA Interest Certificate, all remaining funds.

SECTION 10.5. Modified Priorities Following Liquidation. Notwithstanding Section 10.2, Section 10.3 and Section 10.4, following the liquidation of any portion of the Collateral pursuant to Article VI, any proceeds of such liquidation will be distributed in the manner and in the priority set forth in Section 6.2(b) or Section 6.4(b), as applicable.

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SECTION 10.6. Application of Liquidation Proceeds. In the event that any liquidation proceeds with respect to any Collateral cannot be identified, after reasonable efforts by the Servicer or other Person required to make such identification, as relating to the Lending Facility Pool or a specific Designated Pool, then any such amounts will be deemed to constitute Collections with respect to the Lending Facility Pool and each Designated Pool, to be allocated to such pools pro rata based on the outstanding Lending Facility Balance and the Exchange Note Balances of the related Exchange Notes.

SECTION 10.7. Limited Recourse; Subordination of Claims.

(a) The obligations of the Borrower under this Agreement and any Exchange Notes are solely the obligations of the Borrower and do not represent any obligation or interest in any assets of the Servicer, the Collateral Agent, the Administrative Agent or any other Person.

(b) The Lender, the Collateral Agent and the Administrative Agent, by entering into this Agreement, and each Exchange Noteholder, by accepting an Exchange Note, acknowledges and agrees that:

(i) except to the extent of funds allocated to such Exchange Noteholder pursuant to this Article X and any applicable Exchange Note Supplement, any claim against the Borrower in respect of any Secured Obligations under this Agreement by (A) the Lender will be limited in recourse to the assets of the Borrower that are included in the Lending Facility Pool and (B) any Exchange Noteholder will be limited in recourse to the assets of the Borrower that are included in the related Designated Pool; and

(ii) none of the Lender, the Administrative Agent or any Exchange Noteholder has any right, title or interest in or to any other assets of the Borrower (collectively, the “Other Assets”).

(c) If, notwithstanding Section 10.7(b), the Lender or any Exchange Noteholder (or the Administrative Agent, on behalf of either of them) either (i) asserts an interest in, claim to, or benefit from, the Other Assets or (ii) is deemed to have any such interest in, claim to, or benefit from the Other Assets, whether by operation of law, legal process, pursuant to insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code), then the Lender and each Exchange Noteholder further acknowledges and agrees that any such interest, claim or benefit in, to or from the Other Assets is expressly subordinated to (A) the indefeasible payment in full of the other obligations and liabilities of the Borrower including Secured Obligations under this Agreement or any Exchange Note and (B) the holders of any Securities relating to any Series Interest other than the Series CSA Interest and (C) parties to any undertaking, agreement, contract or other written obligation of the holders of Securities relating to such other Series Interest, the payments under which are derived in any material part from or collateralized by amounts received with respect to the related Series Assets of such other Series Interest (the “Other Liabilities”), which, in each case, pursuant to this Agreement, any Exchange Note or any other relevant documents, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Borrower), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

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(d) The Administrative Agent and the Lender further acknowledge and agree and each Exchange Noteholder, by taking delivery of an Exchange Note, will be deemed to further acknowledge and agree that no adequate remedy at law exists for a breach of this Section 10.7 and this Section 10.7 may be enforced by an action for specific performance.

(e) The Lender, by entering into this Agreement, each Exchange Noteholder, by taking delivery of an Exchange Note, and the Administrative Agent, on behalf of itself and each such Person, irrevocably makes the election afforded to secured creditors by Section 1111(b)(1)(A)(i) of the Bankruptcy Code to receive the treatment afforded by Section 1111(b)(2) of the Bankruptcy Code with respect to any secured claim that such Person may have at any time against any Other Assets (including any Series Interest of the Borrower other than the Series CSA Interest).

(f) This Section 10.7 is for the third party benefit of the holders, pledgees or other beneficiaries of any Other Liabilities and will survive the termination of this Agreement.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Appointment to Act as Borrower’s Agent. The Borrower appoints the Servicer (but only for so long as the Servicer and the Lender are the same entity, in the case of clause (a) below) as its agent for the following purposes: (a) selecting the amount of each Advance, (b) arranging for payment by the Borrower of the Secured Obligations, (c) causing the repayment of the Advances as required or permitted pursuant to Section 2.4 and (d) at the direction of the Borrower, executing and delivering on behalf of the Borrower all notices, requests, demands or similar items required or permitted to be provided under this Agreement. The Borrower irrevocably agrees that (i) the Borrower will be bound by all actions of the Servicer taken pursuant to this Section 11.1, (ii) the Lender, the Collateral Agent and the Administrative Agent are authorized to accept any payment, notice, request, demand or similar item required or permitted under this Agreement from the Servicer on behalf of the Borrower and (iii) the execution and delivery by the Servicer to the Lender, the Collateral Agent or the Administrative Agent of any notice, request, demand or similar item or the taking by the Servicer of any other action described in this Section 11.1 will be conclusive evidence, as among the Borrower, the Lender, the Collateral Agent and the Administrative Agent, of the Servicer’s authority to execute and deliver such notice, request, demand or similar item or take such other action on behalf of the Borrower under this Agreement.

SECTION 11.2. Compliance Certificates and Opinions, etc. Upon any application or request by the Borrower to the Collateral Agent to take any action under any provision of this Agreement, the Borrower shall furnish to the Collateral Agent (a) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and (b) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement, no additional certificate or opinion need be furnished.

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Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include:

(i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

SECTION 11.3. Form of Documents Delivered to Administrative Agent.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Borrower may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such officer’s certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Borrower or the Administrator stating that the information with respect to such factual matters is in the possession of the Servicer, Borrower or the Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.

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Whenever in this Agreement, in connection with any application or certificate or report to the Collateral Agent, it is provided that the Borrower shall deliver any document as a condition of the granting of such application, or as evidence of the Borrower’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Borrower to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Collateral Agent’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Where any Person is required to make, give or execute two or more applications, requests, comments, certificates, statements, opinions or other instruments under this Agreement, they may be consolidated in one instrument.

SECTION 11.4. Notices, etc. Any request, demand, authorization, direction, notice, consent or, waiver or other documents provided or permitted by this Agreement shall be in writing and if such request, demand, authorization, direction, notice, consent or, waiver is to be made upon, given or furnished to or filed with::

(a) if to the Administrative Agent, if delivered by hand or sent by facsimile with telephone confirmation on the same day by the sender, overnight delivery, electronic mail or registered first class mail, postage prepaid, to the Administrative Agent at:

Wells Fargo Bank, National Association

600 4th Street

MAC N9300-061

Minneapolis, Minnesota 55479

Attention: Corporate Trust Office

Telephone: (612) 667-7181

Facsimile: (612) 667-3464

or at any other address previously furnished by notice to the other parties hereto by the Administrative Agent.

(b) if to the Borrower, if delivered by hand, or sent by facsimile, overnight delivery or registered first class mail, postage prepaid, to the Borrower at:

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Facsimile: (302) 636-4140

With a copy to:

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AmeriCredit Financial Services, Inc.

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Attention: Chief Financial Officer

or at any other address previously furnished by notice to the Administrative Agent by the Borrower.

(c) if to the Collateral Agent, if delivered by hand, or sent by facsimile, overnight delivery or registered first class mail, postage prepaid, to the Collateral Agent at:

Wells Fargo Bank, National Association

600 4th Street

MAC N9300-061

Minneapolis, Minnesota 55479

Attention: Corporate Trust Office

Telephone: (612) 667-7181

Facsimile: (612) 667-3464

or at any other address previously furnished by notice to the Administrative Agent by the Collateral Agent.

(d) if to the Lender, if delivered by hand, or sent by facsimile, overnight delivery or registered first class mail, postage prepaid, to the Lender at:

AmeriCredit Financial Services, Inc.

801 Cherry Street

Suite 3500

Fort Worth, Texas 76102

Attention: Chief Financial Officer

or at any other address previously furnished by notice to the Administrative Agent by the Lender.

(e) if to any Exchange Noteholder, at the address specified in the related UCC Notice of Security Interest or at such other address previously furnished by notice to the Administrative Agent by such Exchange Noteholder.

SECTION 11.5. Alternate Payment and Notice Provisions. Notwithstanding any provision of this Agreement or any of the Exchange Notes to the contrary, the Borrower may enter into any agreement with any Exchange Noteholder providing for a method of payment, or notice by the Administrative Agent to such Exchange Noteholder, that is different from the methods provided for in this Agreement for such payments or notices. The Borrower will furnish to the Administrative Agent a copy of each such agreement and the Administrative Agent will cause payments to be made and notices to be given in accordance with such agreements.

SECTION 11.6. Benefits of Agreement. Nothing in this Agreement or in any Exchange Note, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Secured Parties, any benefit or any legal or equitable right, remedy or claim under this Agreement.

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SECTION 11.7. GOVERNING LAW; SUBMISSION TO JURISDICTION LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 11.8. Successors and Assigns. All covenants and agreements in this Agreement and the Exchange Notes by the Borrower shall bind its successors and assigns, whether so expressed or not. All agreements of the Administrative Agent in this Agreement shall bind its successors.

SECTION 11.9. Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement is held invalid, illegal or unenforceable, then such covenants, agreements, provisions and terms will be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement and will in no way affect the validity, legality or enforceability of the other covenants, agreements, provisions or terms of this Agreement.

SECTION 11.10. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, regardless of whether delivered in physical or electronic form, but all such counterparts shall together constitute but one and the same instrument.

SECTION 11.11. Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 11.12. Borrower Obligations.

(a) No recourse may be taken, directly or indirectly, with respect to the obligations of the Borrower, any Trustee, the Collateral Agent or the Administrative Agent on the Exchange Notes or under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against (i) the Collateral Agent, any Trustee or the Administrative Agent, as such or in their individual capacities, (ii) any owner of a beneficial interest in the Borrower or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Collateral Agent, any Trustee or the Administrative Agent in their individual capacities, the Collateral Agent, any Trustee or the Administrative Agent or of any successor or assign of the Collateral Agent, any Trustee or the Administrative Agent, as such or in their individual capacities, except as any such Person may have expressly agreed (it being understood that the Collateral Agent, any Trustee or the Administrative Agent have no such obligations in their individual capacities) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

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(b) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Borrower is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Borrower, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Titling Trust or APGO in this Agreement and (v) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Agreement or the other related documents.

SECTION 11.13. No Petition. Each of the Administrative Agent, the Collateral Agent and the Lender, by entering into this Agreement, and each Exchange Noteholder, by taking delivery of an Exchange Note, covenants and agrees that for a period of one (1) year and one (1) day after payment in full of all Secured Obligations under this Agreement and the Exchange Notes, the outstanding Certificates and the outstanding Securities, it will not institute against the Titling Trust, or join in any institution against the Titling Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or State bankruptcy or similar law in connection with any obligations relating to this Agreement or any of the other Basic Documents.

SECTION 11.14. Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action relating to this Agreement, the Basic Documents or any other documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; and

(c) waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Basic Documents or the transactions contemplated hereby.

SECTION 11.15. No Partnership or Joint Venture. Nothing contained in this Agreement (a) shall constitute a partnership between, joint venture by, association of, syndicate of or unincorporated business or other separate entity between or among any of the parties hereto, (b) shall be construed to impose any liability as such on any of the parties hereto or (c) shall be deemed to confer on any of parties hereto any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

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SECTION 11.16. Tax Consequences. For purposes of determining withholding taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrower, the Administrative Agent, the Collateral Agent and the Lender shall treat (and the foregoing persons hereby authorize such treatment) the Agreement as not qualifying as “grandfathered obligation” within the meaning of Treasury Regulation section 1.1371-2(b)(2)(i).

[Remainder of Page Intentionally Left Blank]

45

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written.

ACAR LEASING LTD.,     as Borrower
By:	WILMINGTON TRUST COMPANY,
	not in its individual capacity, but solely as Owner Trustee
By:	/s/ Clarice Wright
	Name: Clarice Wright
	Title: Assistant Vice President
AMERICREDIT FINANCIAL SERVICES, INC.,     as Lender and as Servicer
By:	/s/ Sheli Fitzgerald
	Name: Sheli Fitzgerald
	Title: Senior Vice President, Corporate Treasury
WELLS FARGO BANK, NATIONAL ASSOCIATION,     as Administrative Agent and as Collateral Agent
By:	/s/ Cheryl Zimmerman
	Name: Cheryl Zimmerman
	Title: Vice President

[Signature Page to the Amended and Restated Credit and Security Agreement]

EXHIBIT A

FORM OF EXCHANGE NOTE

REGISTERED

No. [    ]

20[    ]-[    ] EXCHANGE NOTE

ACAR LEASING LTD., as Borrower (the “Borrower”), for value received, hereby promises to pay to [INSERT NAME OF EXCHANGE NOTEHOLDER], as 20[    ]-[    ] Exchange Noteholder (the “20[    ]-[    ] Exchange Noteholder”), for its benefit and the benefit of the other transferees from time to time acquiring interests herein pursuant to the Exchange Note Supplement, dated as of [            ], 20[    ] (the “Exchange Note Supplement”), among the Borrower, AmeriCredit Financial Services, Inc., as Lender and Servicer, and Wells Fargo Bank, National Association, as Administrative Agent and as Collateral Agent, and other transferees or registered assigns, a principal sum equal to the Exchange Note Balance represented by this 20[    ]-[    ] Exchange Note (calculated as of the applicable Payment Date), payable on each Payment Date in an amount equal to the Exchange Note Principal Payment Amount for such Payment Date pursuant to Section [    ] of the Exchange Note Supplement. At the option of the Lender, the principal amount of this 20[    ]-[    ] Exchange Note may be increased or decreased from time to time upon the allocation of Collateral Lease Agreements and Collateral Leased Vehicles to or the reallocation of Collateral Lease Agreements and Collateral Leased Vehicles from the 20[    ]-[    ] Designated Pool, respectively, pursuant to Section [    ] of the Exchange Note Supplement. The entire unpaid principal amount of this 20[    ]-[    ] Exchange Note will be due and payable on the Exchange Note Final Scheduled Payment Date. Capitalized terms used but not defined in this 20[    ]-[    ] Exchange Note are defined in Appendix [    ] to the Exchange Note Supplement or Appendix [    ] to the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Borrower, AmeriCredit Financial Services, Inc., as Lender and Servicer, and Wells Fargo Bank, National Association, as Administrative Agent and as Collateral Agent.

The Borrower will pay interest on this 20[    ]-[    ] Exchange Note in an amount equal to the Exchange Note Interest Payment Amount until the principal of this 20[    ]-[    ] Exchange Note is paid or made available for payment. The amount of interest due on this 20[    ]-[    ] Exchange Note on each Payment Date will be calculated on the basis of the Exchange Note Balance outstanding on each day of such Exchange Note Interest Period (after giving effect to all payments of principal made on the preceding Payment Date), and will be subject to certain limitations contained in Section [    ] of the Exchange Note Supplement. Such principal of and interest on this 20[    ]-[    ] Exchange Note will be paid in the manner specified on the reverse hereof.

2

The principal of and interest on this 20[    ]-[    ] Exchange Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Borrower with respect to this 20[    ]-[    ] Exchange Note will be applied to interest on and principal of this 20[    ]-[    ] Exchange Note in the manner set forth in the Exchange Note Supplement.

Reference is made to the further provisions of this 20[    ]-[    ] Exchange Note set forth on the reverse hereof, which will have the same effect as though fully set forth on the face of this 20[    ]-[    ] Exchange Note.

Unless the certificate of authentication hereon has been executed by the Administrative Agent whose name appears below by manual or facsimile signature, this 20[    ]-[    ] Exchange Note will not be entitled to any benefit under the Credit and Security Agreement or the Exchange Note Supplement referred to on the reverse hereof, or be valid or obligatory for any purpose.

[Remainder of This Page Intentionally Left Blank]

3

IN WITNESS WHEREOF, the Borrower has caused this instrument to be signed, manually or in facsimile, by its Authorized Person, as of the date set forth below.

ACAR LEASING LTD., as Borrower
By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
By:
	Authorized Signatory

Date:                         , 20[    ]

4

ADMINISTRATIVE AGENT’S CERTIFICATE OF AUTHENTICATION

This is the 20[    ]-[    ] Exchange Note designated above and referred to in the within-mentioned Exchange Note Supplement.

Date:                        , 20[    ]

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Administrative Agent
By:
	Authorized Signatory

5

REVERSE OF 20[    ]-[    ] EXCHANGE NOTE

This 20[    ]-[    ] Exchange Note is one of the duly authorized issue of Exchange Notes, which may be issued under the Credit and Security Agreement, to which Credit and Security Agreement and all Exchange Note Supplements that are supplemental thereto reference is made for a statement of the respective rights and obligations thereunder of the Borrower, the Lender, the Servicer, the Administrative Agent, the Collateral Agent and the 20[    ]-[    ] Exchange Noteholders. This 20[    ]-[    ] Exchange Note is subject to all terms of the Credit and Security Agreement and the Exchange Note Supplement. In the event of a conflict between the terms of this 20[    ]-[    ] Exchange Note, the terms of the Credit and Security Agreement and the terms of the Exchange Note Supplement, the Exchange Note Supplement will prevail.

Interest on and principal of this 20[    ]-[    ] Exchange Note will be payable in accordance with the priority of payments set forth in Section [    ] of the Exchange Note Supplement.

Principal of this 20[    ]-[    ] Exchange Note will be payable on each Payment Date in an amount equal to the Exchange Note Principal Payment Amount for such Payment Date. “Payment Date” means the [    ]^th day of each calendar month or, if any such day is not a Business Day, the next Business Day, commencing [            ], 20[    ].

As described on the face hereof, the entire unpaid principal amount of this 20[    ]-[    ] Exchange Note will be due and payable on the Exchange Note Final Scheduled Payment Date. Notwithstanding the foregoing, the entire unpaid principal amount of this 20[    ]-[    ] Exchange Note will be due and payable on the date on which an Exchange Note Default with respect to this 20[    ]-[    ] Exchange Note has occurred and is continuing and the 20[    ]-[    ] Exchange Noteholder has declared this 20[    ]-[    ] Exchange Note to be immediately due and payable, or the 20[    ]-[    ] Exchange Note has automatically been declared immediately due and payable, in each case in the manner provided in the Credit and Security Agreement and the Exchange Note Supplement.

Payments of interest on this 20[    ]-[    ] Exchange Note on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this 20[    ]-[    ] Exchange Note, will be made either by wire transfer in immediately available funds, to the account of the 20[    ]-[    ] Exchange Noteholder or an account designated by the 20[    ]-[    ] Exchange Noteholder at a bank or other entity having appropriate facilities therefor if such 20[    ]-[    ] Exchange Noteholder has provided to the Exchange Note Registrar appropriate written instructions at least [    ] Business Days prior to such Payment Date or, if not, by check mailed first-class mail postage prepaid to the 20[    ]-[    ] Exchange Noteholder’s address as it appears on the Exchange Note Register prior to such Payment Date, except that the final installment of principal payable on this 20[    ]-[    ] Exchange Note on a Payment Date or the Exchange Note Final Scheduled Payment Date will be payable only upon the presentation and surrender of this 20[    ]-[    ] Exchange Note in the manner set forth the Credit and Security Agreement. Such payments will be made without requiring that this 20[    ]-[    ] Exchange Note be submitted for notation of payment. Any reduction in the principal amount of this 20[    ]-[    ] Exchange Note effected by any payments made on any Payment Date or due to a reallocation of any Collateral Lease Agreements and Collateral Leased Vehicle from the 20[    ]-[    ] Designated Pool will be binding upon all future 20[    ]-[    ] Exchange Noteholders of this 20[    ]-[    ] Exchange Note and of any 20[    ]-[    ] Exchange Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Exchange Note Supplement and the Credit and Security Agreement, for payment in full of the then remaining unpaid principal amount of this 20[    ]-[    ] Exchange Note on a Payment Date, then the Administrative Agent will notify the 20[    ]-[    ] Exchange Noteholder of the date on which the Borrower expects that the final installment of principal of and interest on this 20[    ]-[    ] Exchange Note will be paid not later than [    ] days prior to such date. Such notice will specify that such final installment will be payable only upon presentation and surrender of this 20[    ]-[    ] Exchange Note and will specify the place where this 20[    ]-[    ] Exchange Note may be presented and surrendered for payment of such installment.

6

As provided in the Exchange Note Supplement, the principal amount of this 20[    ]-[    ] Exchange Note may be increased or decreased from time to time, in the manner and to the extent described in Section [    ] of the Exchange Note Supplement.

The transfer of this 20[    ]-[    ] Exchange Note is subject to the restrictions on transfer specified on the face hereof and to the other limitations set forth in the Credit and Security Agreement and the Exchange Note Supplement. Subject to the satisfaction of such restrictions and limitations, the transfer of this 20[    ]-[    ] Exchange Note may be registered on the Exchange Note Register upon surrender of this 20[    ]-[    ] Exchange Note for registration of transfer at the office or agency designated by the Borrower pursuant to the Credit and Security Agreement, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Administrative Agent duly executed by the 20[    ]-[    ] Exchange Noteholder hereof or the 20[    ]-[    ] Exchange Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Exchange Note Registrar, and thereupon a new 20[    ]-[    ] Exchange Note in the same aggregate principal amount will be issued to the designated transferee. No service charge will be charged for any registration of transfer or exchange of this 20[    ]-[    ] Exchange Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

The 20[    ]-[    ] Exchange Noteholder, by accepting this 20[    ]-[    ] Exchange Note acknowledges and agrees that (i) if an Insolvency Event occurs with respect to the Borrower, any claim that the 20[    ]-[    ] Exchange Noteholder may seek to enforce at any time against the Borrower will be limited in recourse to the 20[    ]-[    ] Designated Pool and (ii) if, notwithstanding clause (i), the 20[    ]-[    ] Exchange Noteholder is deemed to have any claim against the assets of the Borrower other than the assets included in the 20[    ]-[    ] Designated Pool, whether by operation of law, legal process, pursuant to insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code), such claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Lender and the holders of (A) all other Exchange Notes and (B) in the case of assets allocated to a Series Interest other than the Series CSA Interest, all other asset-backed securities, the payments on which are derived primarily from collections on designated assets of the Borrower and all related hedging arrangements.

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THE RECITATION SET FORTH IN THE PRECEDING PARAGRAPH WILL BE DEEMED TO CONSTITUTE AN ENFORCEABLE SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

The 20[    ]-[    ] Exchange Noteholder, by accepting this 20[    ]-[    ] Exchange Note, covenants and agrees that for a period of one (1) year and one (1) day (or, if longer, any applicable preference period) after payment in full of all obligations under the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Notes, the outstanding Certificates and any other outstanding Securities, it will not institute against the Borrower or the Settlor, or join in any institution against the Borrower or the Settlor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law in connection with any obligations relating to this 20[    ]-[    ] Exchange Note, the Credit and Security Agreement, the Exchange Note Supplement or any of the other Program Documents.

The Borrower has entered into the Exchange Note Supplement and this 20[    ]-[    ] Exchange Note is issued with the intention that, for U.S. federal, State and local income, single business and franchise tax purposes, this 20[    ]-[    ] Exchange Note will qualify as indebtedness of the Borrower. The 20[    ]-[    ] Exchange Noteholder, by its acceptance of this 20[    ]-[    ] Exchange Note, will be deemed to agree to treat this 20[    ]-[    ] Exchange Note for U.S. federal, State and local income, single business and franchise tax purposes as indebtedness of the Borrower.

Prior to the due presentment for registration of transfer of this 20[    ]-[    ] Exchange Note, the Borrower and the Administrative Agent and any agent of the Borrower or the Administrative Agent may treat the Person in whose name this 20[    ]-[    ] Exchange Note (as of the day of determination or as of such other date as may be specified in the Exchange Note Supplement) is registered as the owner hereof for all purposes, whether or not this 20[    ]-[    ] Exchange Note be overdue, and, to the fullest extent permitted by applicable law, none of the Borrower, the Administrative Agent or any such agent will be affected by notice to the contrary.

The Credit and Security Agreement permits the amendment thereof (in any manner and for any purpose) by the Borrower, the Collateral Agent, the Lender and the Administrative Agent so long as each Exchange Noteholder of an Outstanding Exchange Note has consented to such amendment. The Credit and Security Agreement also permits the amendment thereof to amend or waive certain terms and conditions set forth therein without the consent of the Noteholders; provided certain conditions are satisfied. Any such consent by the 20[    ]-[    ] Exchange Noteholder will be conclusive and binding upon the 20[    ]-[    ] Exchange Noteholder and upon all future holders of this 20[    ]-[    ] Exchange Note and of any 20[    ]-[    ] Exchange Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this 20[    ]-[    ] Exchange Note.

The term “Borrower”, as used in this 20[    ]-[    ] Exchange Note, includes any successor to the Borrower under the Credit and Security Agreement.

8

This 20[    ]-[    ] Exchange Note is issuable only in registered form as provided in the Credit and Security Agreement and the Exchange Note Supplement, subject to certain limitations therein set forth.

This 20[    ]-[    ] Exchange Note, the Credit and Security Agreement and the Exchange Note Supplement will be governed by, and construed in accordance with the laws of the State of New York.

No reference herein to the Credit and Security Agreement or the Exchange Note Supplement, and no provision of this 20[    ]-[    ] Exchange Note or of the Credit and Security Agreement will alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of and interest on this 20[    ]-[    ] Exchange Note at the time, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of Wells Fargo Bank, National Association, in its individual capacity, or any of its affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal or of interest on this 20[    ]-[    ] Exchange Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Credit and Security Agreement or the Exchange Note Supplement. The 20[    ]-[    ] Exchange Noteholder, by its acceptance hereof, agrees that, except as expressly provided in the Program Documents, in the case of an Exchange Note Default under the Credit and Security Agreement or the Exchange Note Supplement, the 20[    ]-[    ] Exchange Noteholder will have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein will be taken to prevent recourse to, and enforcement against, the assets of the Borrower for any and all liabilities, obligations and undertakings contained in the Credit and Security Agreement, the Exchange Note Supplement or in this 20[    ]-[    ] Exchange Note.

9

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee.                                                                                                                                                                                                              

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers without recourse unto                                                                                                                                                                                                          

(name and address of assignee)

the within 20[    ]-[    ] Exchange Note and all rights thereunder, and hereby irrevocably constitutes and appoints                    , attorney, to transfer said 20[    ]-[    ] Exchange Note on the books kept for registration thereof, with full power of substitution in the premises.

Date:

Signature Guaranteed:*

* Note: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within 20[    ]-[    ] Exchange Note in every particular, without alteration, enlargement or any change whatsoever.

10

EXHIBIT B

FORM OF UCC NOTICE OF SECURITY INTEREST

                    , 20    

Wells Fargo Bank, National Association,

as Administrative Agent and Collateral Agent

600 4th Street

MAC N9300-061

Minneapolis, Minnesota 55479

Re: Notice of Security Interest

Reference is made to the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), and the              Exchange Note Supplement dated as of                     , 20     (the “             Exchange Note Supplement”), each among ACAR Leasing Ltd., as Borrower, AmeriCredit Financial Services, Inc. (“AmeriCredit”), as Lender and Servicer, and Wells Fargo Bank, National Association, as Administrative Agent and as Collateral Agent. Pursuant to Section 4.3 of the Credit and Security Agreement, notice is hereby given that (i) the Exchange Note issued pursuant to the Credit and Security Agreement and the              Exchange Note Supplement on                     , 20     (the “             Exchange Note”) was [transferred]/[pledged] by                      as the [initial] Exchange Noteholder of the              Exchange Note to the undersigned (the [”Transferee”]/[”Pledgee”]) on                     , 20     (the “Transfer Date”), and (ii) the security interest in the Collateral allocated to the              Designated Pool was assigned by                      to the [Transferee]/[Pledgee] on the Transfer Date.

Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Credit and Security Agreement and the              Exchange Note Supplement.

Very truly yours,

[Name of Transferee]

By:

Name:

APPENDIX A

To the Second Amended and Restated

Credit and Security Agreement

DEFINITIONS

“Administrative Agent” means Wells Fargo, not in its individual capacity but solely in its capacity as Administrative Agent under the Credit and Security Agreement or any successor Administrative Agent appointed pursuant to the Credit and Security Agreement.

“Administrative Charges” means, with respect to any Lease Agreement, any payment (whether or not part of the fixed Monthly Payment) payable to the related Lessor representing a late payment fee, a returned instrument or automatic clearing house transaction charge, an Extension Fee, a purchase option fee, a service fee, disposition fees, termination fees, an allocation of insurance premiums, title, license, registration and other official fees, sales, personal property or excise taxes or any other similar charge, parking tickets or any other charges which the Lessor is required to remit to a Dealer, Lessee or any other third party; provided, however, any amount received by the Servicer from the Lessee in payment of a Lessee Obligation shall not constitute an Administrative Charge to the extent the Servicer has been reimbursed for such amount.

“Administrative Trustee” shall have the meaning set forth in the Preamble to the Titling Trust Agreement.

“Advance” has the meaning specified in Section 2.1(a) of the Credit and Security Agreement.

“Advance Rate” means 90.0%, as such percentage may be adjusted pursuant to Section 2.1(e) of the Credit and Security Agreement.

“Affected Trust Assets” shall have the meaning set forth in Section 7.1(b) of the Titling Trust Agreement.

“Affiliate” means, with respect to (i) GMF, General Motors Company, AmeriCredit or any other direct or indirect subsidiary of GMF, General Motors Company, or AmeriCredit, any other Person which, directly or indirectly, is controlled by GMF, AmeriCredit and/or any other direct or indirect subsidiary of GMF, General Motors Company, and/or AmeriCredit and (ii) any Person other than GMF and its direct and indirect subsidiaries, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” another Person if such other Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“ALG Residual Value Percentage” means, with respect to any Leased Vehicle, as of any date of determination, the lower of (i) the expected value of the Leased Vehicle at the related Maturity Date, expressed as a percentage of the Maximum Residualizable MSRP of such Leased Vehicle, provided by the Automotive Lease Guide at the time of the origination of the related Lease Agreement as a “mark-to-market” value and (ii) the expected value of the Leased Vehicle at the related Maturity Date, expressed as a percentage of the Maximum Residualizable MSRP of such Leased Vehicle, provided by the Automotive Lease Guide as of its most recent determination pursuant to the Basic Documents as a “mark-to-market” value.

“AmeriCredit” means AmeriCredit Financial Services, Inc., a Delaware corporation.

“Annual Percentage Rate” or “APR” means, with respect to any Lease Agreement, the annual rate of finance charges stated in such Lease Agreement or, if not stated in such Lease Agreement, the implicit rate used at origination to calculate the Monthly Payments for such Lease Agreement.

“APGO” means APGO Trust, a Delaware statutory trust.

“Applied Payment Ahead” means, with respect to any Lease Agreement and any Payment Due Date on which a Retained Payment Ahead exists with respect to such Lease Agreement, an amount equal to the lesser of (i) the related Monthly Payment and (ii) the remaining Retained Payment Ahead immediately prior to such Payment Due Date.

“Assigning Affiliate” means an Affiliate of AmeriCredit that has originated Lease Agreements and assigned its full interest therein to the Titling Trust.

“Assignment Date” means, with respect to any Lease Agreement, the date such Lease Agreement is originated by or assigned or transferred to the Titling Trust.

“Authorized Officer” means, with respect to the Borrower, any officer of the Owner Trustee, or any agent acting pursuant to a power of attorney by the Owner Trustee, who is authorized to act for the Owner Trustee in matters relating to the Borrower and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Collateral Agent and the Administrative Agent on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, so long as AmeriCredit is the Lender and the Servicer, any Executive Officer of the Servicer.

“Backup Servicer” means, with respect to any Pool, the party (if any) identified as the backup servicer in the Basic Servicing Agreement or the related Servicing Supplement, as applicable.

“Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. Section 101 et seq., as amended from time to time, or any successor thereto.

“Base Residual Value” means, with respect to any Leased Vehicle, as of the Cutoff Date with respect to the related Lease Agreement or, if more recent, as of the most recent Determination Date on which the ALG Residual Value Percentage with respect to such Leased Vehicle was re-determined in accordance with the Basic Servicing Agreement or the related Servicing Supplement, as applicable, the lesser of (i) the Contract Residual Value and (ii) the product of the ALG Residual Value Percentage with respect to such Leased Vehicle as of such date and the Maximum Residualizable MSRP with respect to such Leased Vehicle. Notwithstanding the foregoing, if an Exchange Note Supplement specifies an alternative definition of “Base Residual Value,” that definition shall be used in determining the Base Residual Value for all Leased Vehicles allocated to the related Designated Pool for so long as such Leased Vehicles are allocated to such Designated Pool.

“Basic Documents” means, with respect to a Transaction, each indenture, loan agreement, receivables financing agreement, trust agreement, pooling and servicing agreement, administration agreement, servicing agreement, hedging agreement, program operating lease, assignment or transfer agreement and each other operative document related to such Transaction.

“Basic Servicing Agreement” means the Third Amended and Restated Servicing Agreement, dated as of January 18, 2018, as the same may be further amended, restated, supplemented or otherwise modified from time to time, among the Titling Trust, AmeriCredit, the Settlor and the Collateral Agent.

“Borrower” means the Titling Trust as Borrower under the Credit and Security Agreement.

“Borrowing Base” means, as of any date, the product of (i) the Advance Rate times (ii) the excess of (A) the aggregate Securitization Value of all the Collateral Lease Agreements (including any Collateral Lease Agreement to be acquired with the proceeds of such Advance and the Collateral Lease Agreements allocated to any Designated Pools on such day), minus (B) the aggregate principal balance of all Exchange Notes on such day (after giving effect to any payment of principal on the Exchange Notes on such day).

“Business Day” means a day other than a Saturday, a Sunday or other day on which commercial banks located in the states of Delaware, New York, Minnesota or Texas are authorized or obligated to be closed.

“Certificate” shall have the meaning set forth in Section 4.1(a) of the Titling Trust Agreement.

“Certificateholder” means a Person who holds right, title and interest in a Certificate.

“Certificate of Title” means a certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the respective State in which such Leased Vehicle is registered, which Certificate of Title shall reflect the Titling Trust (by means of a Titling Trust Permissible Name) as the owner of such Leased Vehicle. For Leased Vehicles registered in a State which issues confirmation of the owner’s interest electronically, the “Certificate of Title” may consist of notification of an electronic recordation by either a third-party service provider or the relevant Registrar of Titles of the applicable State which indicates that the ownership of the Leased Vehicle is recorded in the name of the Titling Trust (by means of a Titling Trust Permissible Name) on the original certificate of title on the electronic lien and title system of the applicable State.

“Certificate of Trust” means the certificate of trust of the Titling Trust.

“Certificate Register” shall have the meaning set forth in Section 4.4(b) of the Titling Trust Agreement.

“Class” shall mean each class of Certificates issued with respect to any Series Interest.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.

“Collateral” means (i) all Collateral Lease Agreements, (ii) all Collateral Leased Vehicles, (iii) all Collections on the Collateral Lease Agreements and the Collateral Leased Vehicles, (iv) all Insurance Policies and service contracts relating to Collateral Lease Agreements and/or Collateral Leased Vehicles, (v) all amounts received on any Collateral Lease Agreement in respect of Dealer Recourse, (vi) all Collection Accounts and (vii) all present and future claims, demands, causes and choses of action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

“Collateral Agent” means Wells Fargo, in its capacity as Collateral Agent under the Credit and Security Agreement.

“Collateral Assets” means the Collateral Lease Agreements and the Collateral Leased Vehicles allocated to the Series CSA Interest.

“Collateral Lease Agreement” means any Lease Agreement (i) with a Lease Date that is on or after December 1, 2010 or (ii) with a Lease Date prior to December 1, 2010 and as to which the Collateral Agent is listed as the recorded lienholder or recorded holder of a security interest in the related Collateral Leased Vehicle and, in each case, which Lease Agreement is pledged to the Lender under the Lending Facility. Notwithstanding the foregoing, no Lease Agreement that has a Lease Date that is after the end of the Lending Period shall be a Collateral Lease Agreement and the Lender and the Borrower may from time to time provide the Collateral Agent with written notice that certain Lease Agreements or classes of Lease Agreements shall not be pledged to the Lender under the Lending Facility and, therefore, shall not constitute a Collateral Lease Agreement.

“Collateral Leased Vehicle” means any Leased Vehicle that is the subject of a Collateral Lease Agreement and is pledged to the Lender under the Lending Facility.

“Collection Account” means (i) with respect to the Lending Facility, the Lending Facility Collection Account and (ii) with respect to an Exchange Note, the related Exchange Note Collection Account.

“Collection Period” means a calendar month (or in the case of the first Collection Period, the period from and excluding January 31, 2011 and ending at the close of business on February 28, 2011). The “related Collection Period” for a Payment Date is the Collection Period ending immediately prior to such Payment Date.

“Collections” means, with respect to any Series Assets, the Lending Facility Pool and, except as otherwise provided in the related Exchange Note Supplement or Servicing Supplement, any Designated Pool, all cash collections and other cash proceeds (including Net Liquidation Proceeds and Applied Payments Ahead but excluding Administrative Charges and Retained Payments Ahead) of the related Collateral Lease Agreements and Collateral Leased Vehicles and cash proceeds of security related to such Collateral Lease Agreements and Collateral Leased Vehicles.

“Commonly Controlled Entity” means, with respect to any Person, any member of the “controlled group” of such Person as such term is defined in Section 4001(a) of ERISA.

“Contract Residual Value” means, with respect to any Leased Vehicle, the value of the Leased Vehicle at the related Maturity Date as established by the Servicer at the time of origination of the related Lease Agreement in accordance with the Customary Servicing Practices for the purpose of determining the Monthly Payment.

“Corporate Trust Office” shall mean the office of the applicable trustee under the Titling Trust Agreement as provided in Section 9.3 of the Titling Trust Agreement.

“Credit and Security Agreement” means the Second Amended and Restated Credit and Security Agreement, dated as of January 18, 2018, as the same may be further amended, restated, supplemented or otherwise modified from time to time, among the Borrower, the Administrative Agent, the Collateral Agent, the Lender and the Servicer, and, with respect to each Exchange Note, as supplemented by the related Exchange Note Supplements.

“Credit Enhancement” means, with respect to any Series Interest, any reserve fund, overcollateralization, residual value guaranty, residual value insurance policy, financial guarantee insurance policy, letter of credit, guaranteed investment contract, cash collateral account, cash collateral guaranty, interest rate swap or hedge arrangement or other contract or agreement for the benefit of the holders of the related Securities.

“Customary Servicing Practices” means the customary servicing practices of the Servicer with respect to Lease Agreements and Leased Vehicles that it services for itself or others, as such practices may be changed from time to time.

“Cutoff Date” means, with respect to any Designated Pool, the date or dates as of which the related Collateral Assets will be designated to such Designated Pool, as further specified in the related Exchange Note Supplement.

“Dealer” means a Person who sold a Leased Vehicle or originated and assigned a Lease Agreement pursuant to a Dealer Agreement or Dealer Assignment to the Titling Trust, AmeriCredit, the Settlor or an Assigning Affiliate.

“Dealer Agreement” means any agreement between a Dealer and the Titling Trust, AmeriCredit, the Settlor or an Assigning Affiliate relating to the acquisition of Lease Agreements and related Leased Vehicles from a Dealer by the Titling Trust, AmeriCredit, the Settlor or such Assigning Affiliate.

“Dealer Assignment” means, with respect to a Lease Agreement, the assignment executed by a Dealer conveying such Lease Agreement to the Titling Trust, AmeriCredit, the Settlor or the related Assigning Affiliate.

“Dealer Recourse” means, with respect to any Lease Agreement or the related Leased Vehicle(s), all rights arising under the related Dealer Agreement or otherwise against the Dealer that originated such Lease Agreement.

“Defaulted Lease” means any Lease Agreement with respect to which at any time prior to the related Maturity Date, (i) an amount equal to 10% or more of any Monthly Payment remains unpaid for more than one hundred and twenty (120) days from the original Payment Due Date, (ii) such Lease Agreement has been identified by the Servicer as being the subject of a current bankruptcy proceeding, (iii) any related Leased Vehicle has been repossessed or (iv) such Lease Agreement has been written off by the Servicer in accordance with its Customary Servicing Practices.

“Definitions Appendix” means the appendix to any Exchange Note Supplement setting forth the definitions for the defined terms used in such Exchange Note Supplement.

“Delaware Trustee” shall have the meaning set forth in the Preamble to the Titling Trust Agreement.

“Delinquent Lease” means any Lease Agreement which has an amount equal to 10% or more of any Monthly Payment unpaid for more than thirty (30) days from the original Payment Due Date for such payment and that is not a Defaulted Lease.

“Delivery” means, with respect to any Collection Account, all amounts and investments held from time to time therein (whether in the form of deposit accounts, physical property, book-entry securities, uncertificated securities or otherwise), and all proceeds of the foregoing:

(i) with respect to bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute “instruments” within the meaning of Section 9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer thereof to the Collateral Agent by physical delivery to the Collateral Agent endorsed to, or registered in the name of, the Collateral Agent or endorsed in blank, and, with respect to a certificated security (as defined in Section 8-102(a)(4) of the UCC), transfer thereof (A) by delivery thereof to the Collateral Agent of such certificated security endorsed to, or registered in the name of, the Collateral Agent or (B) by delivery thereof to a “clearing corporation” (as defined in Section 8-102(a)(5) of the UCC) and the making by such clearing corporation of appropriate entries on its books reducing the appropriate securities account of the transferor and increasing the appropriate securities account of the Collateral Agent by the amount of such certificated security and the identification by the clearing corporation of the certificated securities for the sole and exclusive account of the Collateral Agent (all of the foregoing, “Physical Property”), and, in any event, any such Physical Property in registered form shall be in the name of the Collateral Agent or its nominee; and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such property to the Collateral Agent or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof;

(ii) with respect to any security issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National Mortgage Association that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations, the following procedures, all in accordance with applicable law, including applicable federal regulations and Articles 8 and 9 of the UCC: book-entry registration of such property to an appropriate book-entry account maintained with a Federal Reserve Bank by a securities intermediary that is also a “depository” pursuant to applicable federal regulations; the making by such securities intermediary of entries in its books and records crediting such property to the Collateral Agent’s securities account at the securities intermediary and identifying such book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations as belonging to the Collateral Agent; and such additional or alternative procedures as may hereafter become appropriate to effect complete transfer of ownership of any such property to the Collateral Agent, consistent with changes in applicable law or regulations or the interpretation thereof;

(iii) with respect to any item property that is an uncertificated security under Article 8 of the UCC and that is not governed by clause (ii) above, registration on the books and records of the issuer thereof in the name of the Collateral Agent or its nominee or custodian who either (A) becomes the registered owner on behalf of the Collateral Agent or (B) having previously become the registered owner, acknowledges that it holds for the Collateral Agent; and

(iv) with respect to any item of property that is a financial asset under Article 8 of the UCC and that is not governed by clause (ii) above, causing the securities intermediary to indicate on its books and records that such financial asset has been credited to a securities account of the Collateral Agent. “Deposit Date” means, with respect to a Collection Period and Payment Date, the Business Day immediately preceding such Payment Date.

“Designated Pool” has the meaning specified in Section 4.1(b) of the Credit and Security Agreement.

“Designated Pool Servicing Fee” means, with respect to any Designated Pool, the meaning specified in the related Servicing Supplement.

“Determination Date” means, with respect to any Collection Period, two (2) Business Days before the related Payment Date.

“Discount Rate” means 0.00% or, with respect to any Exchange Note and the related Designated Pool, the Discount Rate set forth in the related Exchange Note Supplement.

“Disposition Expenses” means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

“Dollars” or “$” means the lawful currency of the United States of America.

“Early Termination Sale Proceeds” means, with respect to a Collection Period, all Net Liquidation Proceeds received by the Servicer during such Collection Period for all Leased Vehicles returned to the Servicer prior to the Maturity Date of the related Lease Agreement and sold in such Collection Period.

“Eligible Deposit Account” means either (i) a segregated account with an Eligible Institution or (ii) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any State (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution shall have a credit rating from each Rating Agency in one of its generic rating categories that signifies investment grade.

“Eligible Institution” means a depository institution organized under the laws of the United States of America or any one of the States (or any domestic branch of a foreign bank), which (i) has either (A) a long-term unsecured debt rating of “AA” or better by S&P and “A2” or better by Moody’s or (B) a certificate of deposit rating of “A-1” by S&P and “P-1” by Moody’s and (ii) whose deposits are insured by the FDIC.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, supplemented or otherwise modified and in effect from time to time.

“Excess Mileage/Wear and Tear Fee” means, with respect to any Lease Agreement or Leased Vehicle, any applicable charge for excess mileage or excess wear and use.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Note” has the meaning specified in Section 4.1(a) of the Credit and Security Agreement.

“Exchange Note Balance” means (i) with respect to any Exchange Note that is a revolving note or under which the principal amount can otherwise be increased after the related Exchange Note Issuance Date, the principal balance of such Exchange Note as of the most recent date that the principal balance was increased in accordance with the relevant Basic Documents, as reduced by all amounts distributed on such Exchange Note and allocable to principal since such date or (ii) with respect to all other Exchange Notes, the initial principal balance of such Exchange Note, as reduced by all amounts distributed on such Exchange Note and allocable to principal since the related Exchange Note Issuance Date.

“Exchange Note Collection Account” means, with respect to each Exchange Note, the account designated as such in the related Exchange Note Supplement and/or Servicing Supplement.

“Exchange Note Default” has the meaning specified in Section 6.3(a) of the Credit and Security Agreement.

“Exchange Note Interest Payment Amount” means, with respect to any Exchange Note and any Payment Date, except as otherwise specified in the related Exchange Note Supplement, the sum of (i) the product of (A) the Exchange Note Balance as of the first (1^st) day of the related Interest Period times (B) the applicable Exchange Note Interest Rate times (C) the day count fraction specified in the related Exchange Note Supplement; plus (ii) any portion of the Exchange Note Interest Payment Amount with respect to such Exchange Note and the immediately preceding Payment Date that was not paid on such preceding Payment Date.

“Exchange Note Interest Period” means, with respect to any Exchange Note and any Payment Date, except as otherwise specified in the related Exchange Note Supplement, the period from and including the last Payment Date to but excluding such Payment Date.

“Exchange Note Interest Rate” means, with respect to any Exchange Note and any Interest Period, the fixed rate or floating rate specified in the related Exchange Note Supplement.

“Exchange Note Issuance Date” has the meaning specified in Section 4.2(d)(i) of the Credit and Security Agreement.

“Exchange Note Principal Payment Amount” means the amount owed with respect to a principal payment for an Exchange Note on each applicable Payment Date in accordance with the terms of the related Exchange Note Supplement.

“Exchange Note Purchase Price” means the amount payable with respect to the redemption in full of an Exchange Note as set forth in the applicable Servicing Supplement or Exchange Note Supplement.

“Exchange Note Redemption Date” means, with respect to the redemption in full of any Exchange Note and in connection with which such Exchange Note is to be cancelled pursuant to Section 4.7 of the Credit and Security Agreement, the date on which such redemption is to occur pursuant to the terms of the applicable Servicing Supplement or Exchange Note Supplement.

“Exchange Note Register” has the meaning specified in Section 4.4(a) of the Credit and Security Agreement.

“Exchange Note Registrar” has the meaning specified in Section 4.4(a) of the Credit and Security Agreement.

“Exchange Note Servicer Default” has the meaning specified in Section 4.1(b) of the Basic Servicing Agreement.

“Exchange Note Supplement” has the meaning specified in Section 4.1(a) of the Credit and Security Agreement.

“Exchange Noteholder” means, with respect to any Exchange Note, AmeriCredit or any endorsee of such Exchange Note, as determined under Section 4.3 of the Credit and Security Agreement. For so long as any debt obligations are secured by an Exchange Note, the indenture trustee acting on behalf of the holders of such debt obligations will be deemed to be the Exchange Noteholder and after such debt obligations have been reduced to zero, GMF Lease Warehouse Trust will be deemed to be the Exchange Noteholder.

“Executive Officer” means, with respect to any Person, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the President, any Executive Vice President, any Senior Vice President or any Vice President thereof.

“Extended Lease Agreement” means any Lease Agreement that has had its original Maturity Date with respect to one or more related Leased Vehicles extended by the Servicer.

“Extension” means, with respect to any Lease Agreement, the extension of the Maturity Date with respect to one or more related Leased Vehicles.

“Extension Fee” means, with respect to any Extended Lease Agreement, any payment required to be made by a lessee in connection with the extension of such Lease Agreement.

“Final Scheduled Payment Date” means, with respect to any Exchange Note, the date specified as such in the related Exchange Note Supplement.

“Fiserv” means Fiserv, Inc., a Wisconsin corporation.

“Fiserv Automotive Solutions” means Fiserv Automotive Solutions, Inc., a Pennsylvania corporation.

“Fiserv Servicing Agreement” means that certain Business Process Outsourcing & Development Services Agreement, dated as of October 13, 2006, between Fiserv Automotive Solutions, Inc. and AmeriCredit, as amended, supplemented and modified from time to time in accordance with its terms.

“GAAP” means the generally accepted accounting principles in the United States of America in effect from time to time.

“GMF” means General Motors Financial Company, Inc. (formerly known as AmeriCredit Corp.)

“Governmental Authority” means any nation or government, any State or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Grant” means mortgage, pledge, bargain, warrant, alienate, remise, release, convey, assign, transfer, grant a lien upon and a security interest in and right of set-off against particular property. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of party making such Grant thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Gross Capitalized Cost” means, with respect to any Lease Agreement, the amount agreed to by the Lessee at the time of origination of such Lease Agreement as the value of the related Leased Vehicle(s) plus any other amounts that are capitalized and amortized over the term of the related Lease Agreement, including acquisition fees, Taxes, insurance, service agreements and any outstanding balance from a prior motor vehicle loan or lease contract.

“Holder” means a person who holds right, title and interest in and is a registered holder of an Exchange Note, Certificate or Security.

“Indebtedness” means, with respect to any Person as of any day, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (ii) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (iii) all obligations of such Person under each lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be capitalized on a balance sheet of the lessee,(iv) all obligations of such Person in respect of letters of credit, acceptances or similar obligations issued or created for the account of such person, (v) all guarantee obligations of such Person and (vi) all obligations and liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, each as of such day.

“Insolvency” means, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvency Event” means, with respect to a specified Person, (i) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or (ii) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“Insolvency Laws” means Title 11 of the United States Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“Interest Period” means the period from and including the most recent Payment Date on which interest has been paid (or, in the case of the first Payment Date, the Lending Facility Closing Date) to but excluding the following Payment Date.

“Insurance Expenses” means any Insurance Proceeds (i) applied to the repair of the related Leased Vehicle, (ii) released to the related Lessee in accordance with applicable law or the Customary Servicing Practices or (iii) representing other related expenses incurred by the Servicer that are not otherwise included in Liquidation Expenses or Disposition Expenses and recoverable by the Servicer under any applicable Servicer Basic Documents.

“Insurance Policy” means any residual value, comprehensive, collision, liability, physical damage, credit or other insurance policy, insurance policy covering all or a portion of the Excess Mileage/Wear and Tear Fee amounts that are waived pursuant to an exclusion from or waiver of Excess Mileage/Wear and Tear Fee charges purchased by the related Lessee at the inception of such Lease Agreement and any contingent or excess liability insurance policy or program, and all rights thereunder, that are maintained by the Servicer, an Affiliate of the Servicer or a Lessee, in each case to the extent that such policy or program covers or applies to (i) any Lease Agreement or Leased Vehicle or (ii) the ability of any lessee to make any required payment under any such Collateral Lease Agreement or with respect to the related Collateral Leased Vehicle. For the avoidance of doubt, any self-insurance policy or program established or maintained by the Borrower or an affiliate thereof that covers or applies to any Lease Agreement shall constitute an “Insurance Policy.”

“Insurance Proceeds” means, with respect to any Leased Vehicle, Lease Agreement or Lessee, recoveries paid to the Servicer or the Titling Trust under an Insurance Policy and any rights thereunder or proceeds therefrom.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Earnings” means, with respect to any date of determination and Collection Account, the investment earnings on amounts on deposit in such Collection Account on such date.

“Lease Agreement” means any (i) fixed rate closed-end lease contract or (ii) distinct and separate true lease contract (and, in each case, all proceeds thereof) originated in connection with the lease of one or more Leased Vehicles that is or was originated by the Titling Trust, a Dealer or an Assigning Affiliate.

“Lease Date” means, with respect to any Lease Agreement, the date set forth as the “Lease Date” or date of inception in the Lease Agreement.

“Lease Documents” means, with respect to each Lease Agreement, (i) the original, fully executed Lease Agreement, (ii) any documentation of the Lessee’s insurance coverage customarily maintained by the Servicer, (iii) if applicable, a copy of the application or application information of the related Lessee, together with supporting information customarily maintained by the Servicer which may include factory invoices related to new vehicles, credit scoring information or Dealer purchase documentation and odometer statements required by applicable law, (iv) the original Certificate(s) of Title (or a copy of the application therefor if the Certificate(s) of Title have not yet been delivered by the applicable Registrar of Titles) or such other documents, if any, that the Servicer keeps on file, including electronically, in accordance with its customary practices indicating that title to the related Leased Vehicle(s) is in the name of the Titling Trust and (v) any and all other documents that the Servicer keeps on file in accordance with the Customary Servicing Practices related to such Lease Agreement or the related Leased Vehicle(s) or Lessee, including any written agreements modifying such Lease Agreement (including any Extension agreements).

“Lease Term” means the term of each Lease Agreement, as specified therein.

“Leased Vehicle” means a new or used automobile, sport utility vehicle, minivan or light-duty truck, together with all accessories, parts and additions constituting a part thereof, and all accessions thereto (except those accessories installed for the business purposes of the Lessee, in the case that the related Lease Agreement is a distinct and separate true lease contract), leased pursuant to a Lease Agreement.

“Lender” means AmeriCredit, in its capacity as Lender under the Credit and Security Agreement.

“Lending Facility” means the uncommitted revolving credit facility provided by the Lender to the Borrower pursuant to Section 2.1 of the Credit and Security Agreement.

“Lending Facility Amount” means $10,000,000,000, as such amount may be adjusted pursuant to Section 2.1(g) of the Credit and Security Agreement.

“Lending Facility Balance” means, as of any date of determination, the unpaid principal amount of all Advances outstanding under the Credit and Security Agreement.

“Lending Facility Closing Date” means January 31, 2011.

“Lending Facility Collection Account” has the meaning specified in Section 3.1(a) of the Basic Servicing Agreement.

“Lending Facility Default” has the meaning specified in Section 6.1 of the Credit and Security Agreement.

“Lending Facility Interest Payment Amount” means, with respect to any Payment Date and the related Interest Period, the sum of:

(i) the product of (A) the arithmetic mean of (1) the Lending Facility Balance as of the open of business on the first (1^st) day of such Interest Period and (2) the Lending Facility Balance as of the close of business on the last day of such Interest Period, times (B) the Lending Facility Interest Rate, times (C) the actual number of days elapsed in such Interest Period divided by 365 (in the case of an Interest Period falling within a year that is not a leap year) or 366 (in the case of an Interest Period falling within a leap year); plus

(ii) the portion of the Lending Facility Interest Payment Amount with respect to the immediately preceding Payment Date that was not paid in such date.

“Lending Facility Interest Rate” means, with respect to any Interest Period, 2.50%.

“Lending Facility Pool” means, as of any date, all Collateral Lease Agreements on such date, including any Collateral Lease Agreements acquired with the proceeds of an Advance made on such date, but excluding any Collateral Lease Agreement designated as part of a Designated Pool as of such date, and all Collateral Leased Vehicles related to all such Collateral Lease Agreements.

“Lending Facility Pool Servicing Fee” means, with respect to the Lending Facility Pool, the fee payable on each Payment Date equal to, for the immediately preceding Collection Period, the product of (i) one-twelfth (1/12^th) times (ii) 1.25% times (iii) the weighted average aggregate Securitization Values of the Collateral Lease Agreements allocated to the Lending Facility Pool during such Collection Period.

“Lending Facility Principal Payment Amount” has the meaning specified in Section 2.1(e) of the Credit and Security Agreement.

“Lending Facility Servicer Default” has the meaning specified in Section 4.1(a) of the Basic Servicing Agreement.

“Lending Facility Termination Date” means the twentieth (20^th) anniversary of the Lending Facility Closing Date (as such date may be extended in accordance with Section 2.1(f) of the Credit and Security Agreement) or such earlier date on which the Lending Facility is terminated pursuant to agreement between the Borrower and the Lender or pursuant to Article VI of the Credit and Security Agreement.

“Lending Period” means the period beginning on and including the Lending Facility Closing Date and ending on but excluding the earlier of (i) the Lending Facility Termination Date, or (ii) the date on which the Lender terminates the Lending Period pursuant to Section 2.1(f) of the Credit and Security Agreement.

“Lessee” means each Person who is a lessee or co-lessee under a Lease Agreement, including any Person that executes a guarantee on behalf of such Lessee.

“Lessee Obligations” means, with respect to any Lease Agreement or Leased Vehicles, due and unpaid fines, taxes, administrative obligations and any other similar obligation owed by the Lessee.

“Lessor” means each Person who a the lessor under a Lease Agreement or the assignee thereof, including the Titling Trust or the Trustee on behalf of the Titling Trust as provided in the Titling Trust Agreement.

“Lien” means a security interest, lien, charge, pledge, equity, or encumbrance of any kind, other than tax liens, mechanics’ liens and any liens that attach to any property by operation of law as a result of any act or omission by any Person.

“Like Kind Exchange” means the exchange of a Replacement Vehicle for a Leased Vehicle in a manner so as to defer the recognition of taxable gain upon the disposition of such Leased Vehicle in accordance with and pursuant to Section 1031 of the Internal Revenue Code, as amended.

“LKE Program” means an ongoing program of multiple Like Kind Exchanges of 100 or more properties which will be considered an “LKE Program” within the meaning of Internal Revenue Service Revenue Procedure 2003-39.

“Liquidated Lease” means, with respect to any Collection Period, a Lease Agreement: (i) in respect of which each of the related Leased Vehicles was sold or otherwise disposed of by the Servicer following the scheduled or early termination of such Lease Agreement, (ii) that terminated more than sixty (60) days prior to the end of such Collection Period and each of the related Leased Vehicles has not been sold or otherwise disposed of by the Servicer as of the end of such Collection Period or (iii) in respect of which the Servicer’s records, in accordance with the Customary Servicing Procedures, indicate that all Insurance Proceeds expected to be received have been received following a casualty or other loss with respect to the related Leased Vehicles.

“Liquidated Vehicle” means the Leased Vehicle(s) related to a Defaulted Lease or a Liquidated Lease.

“Liquidation Expenses” means reasonable out-of-pocket expenses incurred by the Servicer in connection with the attempted realization of the full amounts due or to become due under any Defaulted Lease or Liquidated Lease, including expenses of any collection effort (whether or not resulting in a lawsuit against the related Lessee) or other expenses incurred prior to repossession, recovery or return of each of the related Liquidated Vehicle(s), expenses incurred in connection with the sale or other disposition of each such Liquidated Vehicle that has been repossessed or recovered or has reached its Maturity Date and expenses incurred in connection with making claims for any Liquidation Expenses and amounts required by applicable law or under the terms of the related Liquidated Lease to be remitted to the related Lessee.

“Liquidation Proceeds” means gross amounts received by the Servicer in connection with the attempted realization of the full amounts due or to become due under any Lease Agreement, whether from the sale or other disposition of the related Leased Vehicle(s) (irrespective of whether or not such proceeds exceed the related Contract Residual Value(s)), the proceeds of any repossession, recovery or any collection effort, the proceeds of recourse or similar payments payable under the related Lease Agreement, receipt of Net Insurance Proceeds, application of the related Security Deposit, the proceeds of any disposition fees or otherwise.

“Matured Lease” means, as of any date, any Lease Agreement that has reached its Maturity Date.

“Matured Vehicle” means, as of any date, any Leased Vehicle the related Lease Agreement of which is a Matured Lease or has been terminated by the related Lessee prior to the Maturity Date (and the Lessee is not in default under such Lease Agreement), which Leased Vehicle has been returned to the Servicer on behalf of the Titling Trust.

“Matured Vehicle Inventory” means, as of any date, all Matured Vehicles that have not yet been sold or otherwise disposed of by the Servicer pursuant to this Agreement.

“Maturity Date” means, with respect to any Lease Agreement, last date of the lease term as set forth in such Lease Agreement or, in the case of an Extended Lease Agreement, the revised termination date.

“Maximum Residualizable MSRP” means, with respect to any Leased Vehicle, the manufacturer’s suggested retail price of the typically equipped vehicle of the same make, model and model year and value adding options, giving only partial credit or no credit for those options that add little or no value to the resale price of the vehicle.

“Monthly Exchange Note Report” has the meaning specified in Section 2.8(a) of the Basic Servicing Agreement.

“Monthly Lending Facility Pool Report” has the meaning specified in Section 2.8(a) of the Basic Servicing Agreement.

“Monthly Payment” means, with respect to any Lease Agreement, the amount of each level monthly payment payable to the Lessor in accordance with the terms thereof, net of any portion of such fixed monthly payment that represents an Administrative Charge, which amortizes the net capitalized cost of each related Leased Vehicle to their respective Contract Residual Values by the end of the related Lease Term.

“Moody’s” means Moody’s Investors Service and its successors.

“Multiemployer Plan” means a Plan with respect to AmeriCredit or any of its Affiliates that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Book Value” means, with respect to any Leased Vehicle as of any day, the Gross Capitalized Cost of such Leased Vehicle minus accumulated depreciation of the such Leased Vehicle.

“Net Insurance Proceeds” means Insurance Proceeds net of related Insurance Expenses.

“Net Liquidation Proceeds” means Liquidation Proceeds (including Early Termination Sale Proceeds and Scheduled Termination Sale Proceeds) net of related Liquidation Expenses.

“Nominee Agreement” shall have the meaning set forth in Section 4.3(b) of the Titling Trust Agreement.

“Officer’s Certificate” means a certificate signed by (i) the chairman of the board, the president, any executive vice president, any senior vice president, any vice president, any treasurer, assistant treasurer, secretary or assistant secretary of the Servicer or by (ii) any Authorized Officer of the Borrower, as applicable.

“Opinion of Counsel” means a written opinion of counsel (who may be, except as otherwise expressly provided in the Basic Documents pursuant to which such opinion is provided, employed by, or otherwise serve as counsel to, AmeriCredit and/or its Affiliates) that is in form and substance reasonably satisfactory to the party or parties to whom it is delivered.

“Other Assets” has the meaning specified in Section 10.7(b)(ii) of the Credit and Security Agreement.

“Other Liabilities” has the meaning specified in Section 10.7(c) of the Credit and Security Agreement.

“Owner Trustee” shall have the meaning set forth in the Preamble to the Titling Trust Agreement.

“Payment Ahead” means any payment of all or a part of one or more Monthly Payments remitted by a Lessee with respect to a Lease Agreement in excess of the Monthly Payment due with respect to such Lease Agreement.

“Payment Date” means, with respect to each Collection Period, the twentieth (20^th) day of the following month or, if such day is not a Business Day, the immediately following Business Day, commencing on March 21, 2011.

“Payment Due Date” means, as to each Lease Agreement, the date each month on which Monthly Payments are due under the terms of such Lease Agreement.

“Payment Information” has the meaning specified in Section 2.7(b)(i) of the Basic Servicing Agreement.

“Permitted Investments” means book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(i) direct obligations of, and obligations fully guaranteed as to full and timely payment by, the full faith and credit of the United States of America;

(ii) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or State banking or depository institution authorities (which may include the Administrative Agent); provided, however, that at the time of the investment or contractual commitment to invest therein the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a short-term credit rating from each of the Rating Agencies of “A-1”/ “P-1” or better;

(iii) commercial paper, variable amount notes or other short term debt obligations having, at the time of the investment or contractual commitment to invest therein, a short-term credit rating from each of the Rating Agencies of “A-1”/ “P-1” or better;

(iv) investments in money market or common trust funds having a short-term rating of “AAAm” or better by S&P and a long-term rating of “Aaa-mf” by Moody’s;

(v) bankers’ acceptances issued by any depository institution or trust company referred to in clause (ii) above; or

(vi) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof, the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (ii) above.

Any of the foregoing Permitted Investments may be purchased by or through any Trustee or the Collateral Agent or any of their respective Affiliates.

“Permitted Lien” means, with respect to any Lease Agreement or Leased Vehicle, any tax lien, mechanics’ lien or lien that attaches to a Lease Agreement or Leased Vehicle by operation of law and arising solely as a result of an action or omission of the related Lessee and the lien of the Collateral Agent pursuant to the Credit and Security Agreement.

“Person” means any individual, corporation, estate, partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

“Plan” means, with respect to a Person, at a particular time, any employee benefit plan which is covered by ERISA and in respect of which such Person or a Commonly Controlled Entity related to such Person with respect to such Person is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pool” means the Lending Facility Pool or a Designated Pool, as applicable.

“Proceeding” means any suit or action at law or in equity or any other judicial or administrative proceeding, including any bankruptcy proceeding.

“Proceeds” has the meaning specified under the UCC.

“Projected Base Residual Value” means, with respect to any Leased Vehicle, the amount described in clause (ii) of the definition of Securitization Value in respect of such Leased Vehicle.

“Protected Purchaser” has the meaning specified in Section 4.5 of the Credit and Security Agreement.

“Pull Ahead Lease Agreement” means a Lease Agreement with respect to which the related Lessee has elected to terminate such Lease Agreement prior to its Maturity Date by delivering the related Leased Vehicle(s) to a Dealer in connection with a Pull Ahead Program.

“Pull Ahead Payment” means, with respect to any Pull Ahead Lease Agreement, payments made by a Pull Ahead Payment Provider in an amount equal to all waived Monthly Payments in connection with a Pull Ahead Program.

“Pull Ahead Payment Provider” means General Motors Company or an Affiliate thereof that makes payments to the Servicer in connection with a Pull Ahead Program.

“Pull Ahead Program” means any program instituted by the Servicer or an Affiliate thereof pursuant to which a Lessee shall be permitted to terminate its Lease Agreement prior to the related Maturity Date without payment by the Lessee of all or a portion of the remaining Monthly Payments due in accordance with the terms of the related Lease Agreement.

“Qualified Intermediary” means an entity that is engaged by AmeriCredit to participate in a LKE Program that qualifies as a “Qualified Intermediary” as defined in Section 1.1031(k)-1(g)(4) of the Treasury Regulations.

“Qualified Purchaser” means a qualified purchaser as defined in the Investment Company Act.

“Rating Agency” means either Moody’s and/or S&P, as the context may require.

“Record Date” means, with respect to a Payment Date or Exchange Note Redemption Date, the close of business on the day immediately preceding such Payment Date or Exchange Note Redemption Date.

“Registrar of Titles” means the applicable department, agency or official in a State responsible for accepting applications and maintaining records relating to Certificates of Title and Liens thereupon.

“Reorganization” means, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Replacement Vehicle” means a Leased Vehicle that is purchased by the Qualified Intermediary in exchange for a related Liquidated Vehicle, in accordance with and pursuant to § 1031 of the Internal Revenue Code, as amended, or any statute or regulation of similar effect.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty (30) day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“Repurchase Payment” means, with respect to any Lease Agreement or Leased Vehicle, as the case may be, that is to be purchased by the Servicer pursuant to Section 2.6 of the Basic Servicing Agreement or reallocated from the related Designated Pool to the Lending Facility Pool in accordance with the related Servicing Supplement due to the breach of any representation, warranty or covenant under such Servicing Supplement, either (A) the Securitization Value of such Lease Agreement as of the end of the Collection Period in which (1) the cure period ended with respect to Section 2.6(b) of the Basic Servicing Agreement or (2) the Servicer discovers or receives notice of such change with respect to Section 2.6(c) of the Basic Servicing Agreement or (B) with respect to any Lease Agreement or Leased Vehicle, as the case may be, allocated to a Designated Pool, the purchase price as set forth in the related Servicing Supplement if a separate calculation of the “Repurchase Payment” is set forth therein.

“Requirement of Law” means, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” means when used with respect to (i) the Administrative Agent, the Collateral Agent or any Trustee, any officer in the corporate trust office of such Person, including any president, vice president, assistant vice president, trust officer, secretary, assistant secretary or any other officer thereof customarily performing functions similar to those performed by the individuals who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of or familiarity with the particular subject and who shall have direct responsibility for the administration of the relevant Trust Document or (ii) the Servicer, the Chairman of the Board of Directors, the President, any Senior Vice President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary, the Controller or any Assistant Controller of the Servicer.

“Retained Payment Ahead” means, with respect to any Lease Agreement and as of any date of determination, the difference between (i) all Payments Ahead received through and including such date with respect to such Lease Agreement minus (ii) all Applied Payments Ahead with respect to such Lease Agreement that have been deposited to the related Collection Account by the Servicer on or prior to such date.

“S&P” means S&P Global Ratings and its successors.

“Schedule of Designated Pool Assets” means the Schedule of Designated Pool Assets attached to each Exchange Note Supplement.

“Scheduled Termination Sale Proceeds” means, with respect to a Collection Period, all Net Liquidation Proceeds received by the Servicer during such Collection Period for all Leased Vehicles returned to the Servicer on or after the termination of the related Lease Agreements at their respective Maturity Dates and sold during such Collection Period.

“Secured Obligations” has the meaning specified in Section 3.2(b) of the Credit and Security Agreement.

“Secured Parties” means the Lender and each Exchange Noteholder.

“Securitization Value” means, on any date of determination, with respect to any Lease Agreement the sum of: (i) the present values, as of the last day of the immediately preceding Collection Period (or, if more recent, the Cutoff Date with respect to such Lease Agreement), of each remaining Monthly Payment due under such Lease Agreement, as of such day, discounted from the last day of the Collection Period in which such Monthly Payment is due (or, in the case of a delinquent Monthly Payment, from the last day of the Collection Period in which the next Monthly Payment is due) to such day, at a rate equal to the Discount Rate applicable on such date of determination with respect to such Lease Agreement on the related Determination Date, in each case, computed on the basis of the assumption that each Collection Period is thirty (30) days plus (ii) the present value of the Base Residual Value with respect to each of the related Leased Vehicles as of the last day of the immediately preceding Collection Period (or, if more recent, the Cutoff Date with respect to such Lease Agreement), discounted from the last day of the Collection Period in which the Maturity Date with respect to such Lease Agreement is scheduled to occur to such day, at a rate equal to the Discount Rate applicable on such date of determination with respect to such Lease Agreement on the related Determination Date, in each case, computed on the basis of the assumption that each Collection Period is thirty (30) days.

“Security” means, with respect to any Series Interest, any Certificate, any Series Trust Note and any other security the payments on which are in any material part derived from or collateralized by Collections on the related Series Assets.

“Security Deposit” means, with respect to any Lease Agreement, the refundable security deposit specified in such Lease Agreement.

“Series” shall have the meaning set forth in Section 4.1(a) of the Titling Trust Agreement.

“Series Asset Schedule” shall have the meaning set forth in Section 4.1(b)(ii) of the Titling Trust Agreement.

“Series Assets” shall have the meaning set forth in Section 4.1(a) of the Titling Trust Agreement.

“Series Contract” means, with respect to any Series Interest, an agreement, contract or other written obligation of the Certificateholders of the related Series, the payments under which are in any material part derived from or collateralized by Collections on the related Series Assets.

“Series CSA Interest” means the Series Interest designated as the “Series CSA Interest” pursuant to Section 4.2 of the Titling Trust Agreement.

“Series CSA Interest Certificate” means, the Certificate issued by the Titling Trust that represents the entire Titling Trust Interest in the related Collateral Assets.

“Series Cutoff Date” means, with respect to any Series Interest, the first date as of which Collections on the related Series Assets will be allocated to such Series Interest.

“Series Designation Notice” shall have the meaning set forth in Section 4.1(b) of the Titling Trust Agreement.

“Series Indenture” means, with respect to any Series Trust Notes, the indenture, deed of trust, pooling and servicing agreement, revolving credit agreement or similar agreement or document pursuant to which such Series Trust Notes are issued.

“Series Interest” shall have the meaning set forth in Section 4.1(a) of the Titling Trust Agreement.

“Series Issuance Date” shall have the meaning set forth in Section 4.1(b)(i) of the Titling Trust Agreement.

“Series Servicer” shall have the meaning set forth in Section 4.3(a) of the Titling Trust Agreement. The Series Servicer with respect to the Series CSA Interest shall be the Servicer.

“Series Servicing Agreement” shall have the meaning set forth in Section 4.3(a) of the Titling Trust Agreement. The Series Servicing Agreement with respect to the Series CSA Interest shall be the Basic Servicing Agreement, as supplemented by each Servicing Supplement.

“Series Trust Note” means, with respect to any Series Interest, an obligation of the Titling Trust with respect to such Series Interest, which may be secured by the related Series Assets.

“Series Trust Noteholder” means each registered holder of a Series Trust Note.

“Servicer” means AmeriCredit, as servicer of the Lease Agreements and Leased Vehicles, and any Successor Servicer appointed pursuant to the Basic Servicing Agreement or the related Servicing Supplement, as applicable.

“Servicer Basic Documents” means, with respect to any Transaction, all related Basic Documents to which the Servicer is a party.

“Servicing Fee” means (i) with respect to the Lending Facility Pool, the Lending Facility Pool Servicing Fee and (ii) with respect to any Designated Pool, the Designated Pool Servicing Fee.

“Servicing Supplement” has the meaning specified in the Recitals of the Basic Servicing Agreement.

“Solvent” means, with respect to any Person, (i) the fair value of the assets of such Person at a fair valuation shall exceed the debts and liabilities, subordinated, contingent or otherwise, of such Person; (ii) the present fair salable value of the property of such Person shall be greater than the amount that shall be required to pay the probable liability of such Person on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; (iii) such Person shall be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) such Person shall not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted. For all purposes of clauses (i) through (iv) above, the amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“State” means any state of the United States of America or the District of Columbia.

“State of Qualification” has the meaning set forth in Section 5.7 of the Titling Trust Agreement.

“Statutory Trust Statute” shall have the meaning set forth in Section 1.1 of the Titling Trust Agreement.

“Subservicer” means any subservicer appointed by the Servicer pursuant to Section 2.16 of the Basic Servicing Agreement to perform any of the Servicer’s obligations thereunder and/or under any Servicing Supplement.

“Subsidiary” means, in the case of any Person, any other Person of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such other Person are at the time directly or indirectly owned by such Person.

“Successor Servicer” means any successor to AmeriCredit in its capacity as Servicer that is appointed pursuant to the Basic Servicing Agreement and/or the related Servicing Supplement, as applicable.

“Tax” or “Taxes” means any and all taxes, including but not limited to, net income, franchise, value added, ad valorem, gross income, gross receipts, sales, use, property (personal and real and tangible and intangible), stamp taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any and all penalties, fines, additions to tax and interest imposed by any federal, state, local or foreign government or political subdivision thereof.

“Terminated Lease” means, as of any date, any Lease Agreement that was terminated by the related Lessee prior to its Maturity Date (and the Lessee is not in default under such Lease Agreement).

“Titling Trust” means ACAR Leasing Ltd., a Delaware statutory trust.

“Titling Trust Agreement” means the Amended and Restated Trust Agreement, dated as of January 31, 2011, between APGO Trust, as the Settlor, and Wilmington Trust Company, as Owner Trustee, Administrative Trustee and Delaware Trustee, as the same may be amended or supplemented from time to time.

“Titling Trust Permissible Name” means any of ACAR Leasing, Inc.; ACAR Leasing Ltd.; ACAR Leasing Ltd., Inc.; ACAR Leasing; ACAR Leasing Business Trust; ACAR Leasing Ltd. of Pennsylvania; and any other name (including any “doing business as” name) notified in writing from time to time by the Servicer to the Collateral Agent.

“Transaction” means any (i) financing transaction undertaken by a Secured Party that is secured, directly or indirectly, by Collateral Assets or an Exchange Note or any interest therein and any financing undertaken in connection with the issuance, pledge or assignment of an Exchange Note, (ii) any sale, lease or other transfer by a Secured Party or a special purpose entity Affiliate of a Secured Party of an interest in an Exchange Note or in any Collateral Assets or (iii) any other asset securitization, secured loan or similar transaction involving Collateral Assets or any beneficial interest therein or in the Titling Trust.

“Treasury Regulations” means the then in effect regulations promulgated under the Code, including any successor regulations or provisions therein.

“Trust Agency Agreement” shall have the meaning set forth in Section 5.3(e) of the Titling Trust Agreement of the Titling Trust Agreement.

“Trust Agent” shall have the meaning set forth in Section 5.3(e) of the Titling Trust Agreement.

“Trust Assets” shall have the meaning set forth in Section 2.1 of the Titling Trust Agreement.

“Trust Documents” means the Titling Trust Agreement, the Certificate of Trust, and any Basic Documents to which the Titling Trust is a party.

“Trustee” means, as the context requires, any or all of the Owner Trustee, the Administrative Trustee and/or the Delaware Trustee.

“Trustee Accounts” shall have the meaning set forth in Section 7.1(a) of the Titling Trust Agreement.

“Trustee Bank” means a Person, in its individual capacity, that acts as a Trustee under the Titling Trust Agreement.

“Trustee Claims” shall have the meaning set forth in Section 5.5(a) of the Titling Trust Agreement.

“UCC” means unless the context otherwise requires, the Uniform Commercial Code as in effect in the relevant jurisdiction, as amended from time to time.

“Wells Fargo” means Wells Fargo Bank, National Association.

EX-4.6

EXHIBIT 4.6

ACAR LEASING LTD.,

as Borrower

GM FINANCIAL

as Lender and Servicer

and

[ADMINISTRATIVE AGENT AND COLLATERAL AGENT]

as Administrative Agent and Collateral Agent

20    -     EXCHANGE NOTE SUPPLEMENT

Dated as of             , 20    

TABLE OF CONTENTS

		Page
ARTICLE I USAGE AND DEFINITIONS			1
SECTION 1.	Usage and Definitions; Conflicts		1
ARTICLE II THE 20    -     EXCHANGE NOTE			1
SECTION 2.1.	Creation and Designation		1
SECTION 2.2.	Form of Execution, Authentication and Delivery of the 20    -     Exchange Note; Delivery and Payment for the 20    -     Exchange Note		2
SECTION 2.3.	Transfer Restrictions with Respect to the 20    -     Exchange Note		3
SECTION 2.4.	Interest Payments on the 20    -     Exchange Note		3
SECTION 2.5.	Payments of Principal on the 20    -     Exchange Note		3
SECTION 2.6.	[Increases and] Decreases in the Exchange Note Balance; Cancellation of the 20    -     Exchange Note		3
ARTICLE III THE 20    -     DESIGNATED POOL			4
SECTION 3.1.	The 20    -     Designated Pool		4
ARTICLE IV EXCHANGE NOTE DEFAULTS AND REMEDIES			5
SECTION 4.1.	20    -     Exchange Note Defaults		5
SECTION 4.2.	Exchange Note Remedies		5
ARTICLE V APPLICATION OF COLLECTIONS ON THE 20    -     DESIGNATED POOL			5
SECTION 5.1.	Application of Collections on the 20    -     Designated Pool when No Exchange Note Default Has Occurred		5
SECTION 5.2.	Modified Priorities Following Liquidation		6
ARTICLE VI SECURITY INTEREST			7
SECTION 6.1.	Security Interest		7
ARTICLE VII MISCELLANEOUS			7
SECTION 7.1.	Amendments		7
SECTION 7.2.	20    -     Exchange Noteholders Entitled to Benefits of this Supplement		8
SECTION 7.3.	GOVERNING LAW		8
SECTION 7.4.	Submission to Jurisdiction; Service of Process		8
SECTION 7.5.	Severability		8

i

SECTION 7.6.	Counterparts and Consent to Do Business Electronically	8
SECTION 7.7.	Headings	9
SECTION 7.8.	No Petition	9
SECTION 7.9.	Limitation of Liability	9
Schedule A     Collateral Leases and Collateral Leased Vehicles in 20    -     Designated Pool		SA-1
Exhibit A        Form of 20    -     Exchange Note		EA-1
Appendix 1     Definitions		A1-1

ii

20    -     EXCHANGE NOTE SUPPLEMENT, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Supplement” or this “Agreement”), among ACAR LEASING LTD., a Delaware statutory trust, as Borrower (the “Borrower”), AMERICREDIT FINANCIAL SERVICES, INC. d/b/a GM Financial, a Delaware corporation (“GM Financial”), as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), and [ADMINISTRATIVE AGENT], as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).

WHEREAS, Section 4.1 of the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Borrower, the Lender and Servicer, the Administrative Agent and the Collateral Agent provides that the parties thereto may at any time and from time to time enter into a supplement to the Credit and Security Agreement for the purpose of authorizing the issuance, execution and authentication of one or more Exchange Notes; and

WHEREAS, the Lender enters into this Supplement with the other parties hereto as required by Section 4.2(e)(i) of the Credit and Security Agreement to provide for the issuance, authentication and delivery of the 20    -     Exchange Note.

NOW, THEREFORE, the parties to this Supplement wish to create the 20    -     Exchange Note and specify the principal terms thereof in accordance with the following terms and conditions.

ARTICLE I

USAGE AND DEFINITIONS

SECTION 1.1.      Usage and Definitions; Conflicts. Capitalized terms used in this Supplement that are not otherwise defined herein or in the Definitions Appendix hereto shall have the meanings assigned to them in the Credit and Security Agreement. The “Other Definitional Provisions” set forth in Section 1.2 of the Credit and Security Agreement are incorporated by reference into this Supplement. In the event of a conflict between the terms of the 20    -     Exchange Note, the terms of the Credit and Security Agreement and the terms of this Supplement, this Supplement will prevail.

ARTICLE II

THE 20    -     EXCHANGE NOTE

SECTION 2.1.      Creation and Designation.

(a)      An Exchange Note that is to be designated and known as the “20    -     Exchange Note” is hereby created.

(b)      The terms of the 20    -     Exchange Note are as follows:

1

(i)        the “Exchange Note Issuance Date” will be             , 20    ;

(ii)       the “Exchange Note Initial Principal Balance” will be [(A) as of the 20    -     Closing Date] $         [and (B) at any time thereafter, the amount specified as the “Exchange Note Initial Principal Balance (Revised)” in the most recently delivered Exchange Note Increase Notice, which amount will be calculated for each such Exchange Note Increase Notice as equal to the product of (x) the Designated Pool Balance immediately after the allocation of additional Collateral Leases and Collateral Leased Vehicles to the 20    -     Designated Pool on the “Addition Date” specified in such Exchange Note Increase Notice times (y)     %];

(iii)      the [initial] “Cutoff Date” will be the close of business on             , 20     [and the “Cutoff Date” with respect to any allocation of additional Collateral Leases and Collateral Leased Vehicles to the 20    -     Designated Pool during the [Revolving Period]/[Pre-funding Period] will be the “Cutoff Date” specified in the Exchange Note Increase Notice delivered in connection with such allocation];

(iv)      the “Exchange Note Interest Rate” will be equal to     %;

(v)       the “Exchange Note Final Scheduled Payment Date” will be the Payment Date occurring on             , 20    ;

(vi)      the 20    -     Exchange Note will be issued as a single class; and

(vii)     the 20    -     Exchange Note will not be rated.

SECTION 2.2.      Form of Execution, Authentication and Delivery of the 20    -     Exchange Note; Delivery and Payment for the 20    -     Exchange Note.

(a)      The 20    -     Exchange Note, together with the Administrative Agent’s certificate of authentication on the 20    -     Exchange Note, will be delivered in the form of a certificated note substantially in the form set forth as Exhibit A and will satisfy the requirements of Sections 4.1 and 4.2 of the Credit and Security Agreement. The 20    -     Exchange Note may be Transferred only in whole and not in part.

(b)      Following satisfaction of the conditions set forth in Section 4.2(e) of the Credit and Security Agreement, the Administrative Agent will (i) acknowledge this Supplement, and (ii) authenticate and deliver the 20    -     Exchange Note in accordance with Section 4.2(f) of the Credit and Security Agreement.

(c)      The Borrower represents and warrants that upon satisfaction of the conditions set forth in Sections 2.2(a) and (b), the 20    -     Exchange Note will have been duly authorized, executed and delivered under this Supplement.

(d)      The 20    -     Exchange Note will state that (i) if an Insolvency Event occurs with respect to the Borrower, any claim that the 20    -     Exchange Noteholder may seek to enforce at any time against the Borrower will be limited in recourse to the 20    -     Designated Pool, (ii) if, notwithstanding clause (i), the 20    -     Exchange Noteholder is deemed to have any claim against

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the assets of the Borrower other than the assets included in the 20    -     Designated Pool, such claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Lender and to the holders of (A) all other Exchange Notes, and (B) in the case of assets allocated to a Specified Interest other than the Series CSA Interest, all other asset-backed securities, the payments on which are derived primarily from collections on designated assets of the Borrower and all related hedging arrangements, and (iii) such recitation constitutes an enforceable subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

SECTION 2.3.      Transfer Restrictions with Respect to the 20    -     Exchange Note. By acceptance of the 20    -     Exchange Note, the 20    -     Exchange Noteholder agrees to comply with the transfer restrictions set forth in Section 4.4 of the Credit and Security Agreement.

SECTION 2.4.      Interest Payments on the 20    -     Exchange Note. For each Payment Date, the amount of interest due on the 20    -     Exchange Note (the “Exchange Note Interest Payment Amount”) will be an amount equal to the sum of (a) the sum of the amounts calculated for each day during the related Interest Accrual Period equal to the product of (i) the Exchange Note Balance as of such day, times (ii) the Exchange Note Interest Rate on such day, times (iii) 30/360 (or, in the case of the first Payment Date, a fraction equal to the number of days from and including the 20    -     Closing Date through and excluding             , 20    , over 360), plus (b) the portion of the Exchange Note Interest Payment Amount, if any, that was not paid on any prior Payment Date plus interest on such unpaid amount, to the extent permissible by law, at the Exchange Note Interest Rate.

SECTION 2.5.      Payments of Principal on the 20    -     Exchange Note. For each Payment Date, the amount of principal payable on the 20    -     Exchange Note (the “Exchange Note Principal Payment Amount”) will be an amount equal to the sum of [(a) the difference between (i) the Designated Pool Balance as of the close of business on the last day of the immediately preceding Collection Period, minus (ii) the Designated Pool Balance as of the close of business on the last day of the related Collection Period]/[(a) the difference between (i) the Designated Pool Balance as of the close of business on the last day of the immediately preceding Collection Period or, if any Addition Date occurred in the related Collection Period, as of the most recently occurring Cutoff Date minus (ii) the Designated Pool Balance as of the close of business on the last day of the related Collection Period], plus (b) the portion of the Exchange Note Principal Payment Amount, if any, that was not paid on any prior Payment Date; provided, that, for each Payment Date occurring on or after the Exchange Note Final Scheduled Payment Date, the Exchange Note Principal Payment Amount will equal the entire outstanding 20    -     Exchange Note Balance as of such Payment Date; provided, further, that, for each Payment Date occurring on or after the acceleration of the 20    -     Exchange Note following an Exchange Note Default, the Exchange Note Principal Payment Amount will equal the entire unpaid Exchange Note Balance as of such Payment Date.

SECTION 2.6.      [Increases and] Decreases in the Exchange Note Balance; Cancellation of the 20    -     Exchange Note.

(a)      [Subject to the satisfaction of the conditions precedent to each Addition set forth in Section      of the 20    -     Servicing Supplement, the Lender shall, from time to time, in consideration of the amounts paid by the Issuer from the [Revolving Account]/[Pre-Funding

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Account] pursuant to Section      of the 20    -     Servicing Supplement on any Addition Date, increase the Exchange Note Balance. To increase the Exchange Note Balance, the Lender will, no later than 11:00 a.m. New York City time on the Business Day preceding the related Exchange Note Increase Date, (i) provide the Indenture Trustee with an Increase Notice setting forth the new Exchange Note Balance and (ii) deliver a Schedule of 20    -     Lease Agreements and 20    -     Leased Vehicles to the Issuer, the Indenture Trustee, the Collateral Agent and the Indenture Trustee. By acceptance of an updated Schedule of 20    -     Lease Agreements and 20    -     Leased Vehicles delivered by the Lender pursuant to this Section 2.6(a), the Collateral Agent will be deemed to have acknowledged that the 20    -     Lease Agreements and 20    -     Leased Vehicles listed thereon are allocated to the 20    -     Designated Pool as of the related Cutoff Date.]

(b)      At any time the Note Principal Balance of the Notes is reduced to zero, the Exchange Note Balance will be reduced to zero at such time.

(c)      GM Financial may not effect the cancellation of the 20    -     Exchange Note pursuant to Section 4.7 of the Credit and Security Agreement unless the 20    -     Exchange Note has been released from the lien of the Indenture pursuant to Section 8.4 thereof or unless it has purchased such 20    -     Exchange Note in accordance with an Optional Purchase.

ARTICLE III

THE 20    -     DESIGNATED POOL

SECTION 3.1.      The 20    -     Designated Pool.

(a)      The Collateral Lease Agreements and the Collateral Leased Vehicles listed on Schedule A hereto [or the most recent Schedule of 20    -     Lease Agreements and 20    -     Leased Vehicles delivered in accordance with Section 2.6(a) hereof] (the “Schedule of 20    -     Lease Agreements and 20    -     Leased Vehicles”), will constitute the 20    -     Designated Pool as of the [initial] Cutoff Date. The 20    -     Exchange Note will be payable solely from Collections on the Collateral Assets included in the 20    -     Designated Pool in accordance with the priorities in Section 5.1. For purposes of determining the Collections that are applicable to the 20    -     Designated Pool, the Collateral Assets included in the 20    -     Designated Pool will be deemed to have been included in the 20    -     Designated Pool from and after the [applicable] Cutoff Date.

(b)      [The Lender may, from time to time, cause Collateral Assets to be allocated to the 20    -     Designated Pool upon satisfaction of the conditions set forth in Section 2.6(a).] Any Collateral Assets reallocated from the 20    -     Designated Pool, including following a sale of the related Leased Vehicle or upon an Optional Purchase of the Notes, will be deemed to have been reallocated to the Lending Facility Pool as of the date of such sale.

(c)      At any time that Collateral Assets are included in the 20    -     Designated Pool they will not be included in the Lending Facility Pool or in any other Designated Pool. Collateral Assets that are included in the Lending Facility Pool or any other Designated Pool as of the [most recent] Cutoff Date will not be included in the 20    -     Designated Pool [unless such Collateral Assets are allocated to the 20    -     Designated Pool on a subsequent Addition Date].

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(d)      At any time the Exchange Note Balance is reduced to zero, the Collateral Assets included in the 20    -     Designated Pool at such time will be reallocated to the Lending Facility Pool.

(e)      Upon repayment in full of the 20    -     Exchange Note, the 20    -     Designated Pool will be deemed to be terminated and all Collateral Assets included in the 20    -     Designated Pool at the time of such termination will be reallocated to the Lending Facility Pool.

ARTICLE IV

EXCHANGE NOTE DEFAULTS AND REMEDIES

SECTION 4.1.      20    -     Exchange Note Defaults. Any of the following events or occurrences shall constitute the “Exchange Note Defaults” with respect to the 20    -     Exchange Note: (a) the events set forth in Section 6.3(a) of the Credit and Security Agreement, or (b) the acceleration of the Notes under the Indenture following the occurrence of an Event of Default set forth in Section 5.1 thereof; provided, that, with respect to Section 6.3(a)(ii) of the Credit and Security Agreement, the reference to a “Facility Servicer Event of Default” shall be read to mean the occurrence of either a “Lending Facility Servicer Default” or an “Exchange Note Servicer Default.”

SECTION 4.2.      Exchange Note Remedies.

(a)      If an Exchange Note Default has occurred, the 20    -     Exchange Noteholder may take the actions set forth in Section 6.4(a) of the Credit and Security Agreement.

(b)      Any Secured Party may submit a bid with respect to any such liquidation or sale of the Collateral included in the 20    -     Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement.

ARTICLE V

APPLICATION OF COLLECTIONS ON THE 20    -     DESIGNATED POOL

SECTION 5.1.      Application of Collections on the 20    -     Designated Pool when No Exchange Note Default Has Occurred. On each Payment Date (unless an Exchange Note Default has occurred prior to such Payment Date and the Exchange Note Balance has been accelerated), the Indenture Trustee will, with respect to the 20    -     Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20    -     Exchange Note Collections Account an amount equal to the 20    -     Designated Pool Collections for such Payment Date and apply such amounts in accordance with the following order of priority:

(a)      to the Servicer, the Designated Pool Servicing Fee for the related Collection Period, to the extent that such amounts have not been paid from 20    -     Designated Pool Collections that have been retained by the Servicer in a manner permitted by any other Program Document;

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(b)      to the 20    -     Exchange Noteholder, the Exchange Note Interest Payment Amount;

(c)      to the 20    -     Exchange Noteholder, the Exchange Note Principal Payment Amount, as a payment of principal of the 20    -     Exchange Note until the Exchange Note Balance has been reduced to zero;

(d)      to the 20    -     Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 8.3(a)(i) through (                    ) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (b) and (c), above, on such Payment Date; and

(e)      all remaining funds, to the 20    -     Exchange Noteholder as Excess Exchange Note Payments.

All amounts payable to the 20    -     Exchange Noteholder pursuant to this Section 5.1 will be deposited by the Indenture Trustee into the Indenture Collections Account, and the Borrower will apply all amounts remitted to it by the Certificateholder as Excess Exchange Note Payments as Collections on the Lending Facility Pool in the manner and in the priority set forth in Section 10.2 of the Credit and Security Agreement.

SECTION 5.2.      Modified Priorities Following Liquidation. Notwithstanding Section 5.1, on each Payment Date following the acceleration of the 20    -     Exchange Note following an Exchange Note Default, the Indenture Trustee will, with respect to the 20    -     Designated Pool (based on the information contained in the Servicer Report delivered with respect to such Payment Date), withdraw from the 20    -     Exchange Note Collections Account an amount equal to the 20    -     Designated Pool Collections for such Payment Date and apply such amounts, together with the proceeds of the sale or liquidation of any portion of the Collateral included in the 20    -     Designated Pool pursuant to Section 6.4(a)(ii)(z) of the Credit and Security Agreement, in accordance with the following priorities:

(a)      to pay to the Collateral Agent any amounts due with respect to the 20    -     Exchange Note or the 20    -     Designated Pool under Section 3.1(c) or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $         in any consecutive twelve (12) month period;

(b)      to pay to the Administrative Agent any amounts due with respect to the 20    -     Exchange Note or the 20    -     Designated Pool under Section 7.5 or Article VIII of the Credit and Security Agreement to the extent such amounts have not been paid by the Borrower, but not to exceed $         in any consecutive twelve (12) month period;

(c)      to make the payments described in Section 5.1(a);

(d)      to make payments to the 20    -     Exchange Noteholder, to the extent necessary to pay all accrued and unpaid interest on the 20    -     Exchange Note and any interest on such accrued and unpaid interest at the Exchange Note Interest Rate;

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(e)      to make payments to the 20    -     Exchange Noteholder, to the extent necessary to reduce the Exchange Note Balance to zero;

(f)      to the 20    -     Exchange Noteholder, the amount, if any, by which the amounts that it is obligated to pay pursuant to Sections 5.4(c)(FIRST) through (                    ) of the Indenture on such Payment Date exceed the amounts received by it pursuant to clauses (d) and (e), above, on such Payment Date; and

(g)      to make payments in the manner described in Section 5.1(e).

All amounts payable to the 20    -     Exchange Noteholder pursuant to this Section 5.2 will be deposited by the Indenture Trustee into the Indenture Collections Account.

ARTICLE VI

SECURITY INTEREST

SECTION 6.1.      Security Interest.

(a)      The Borrower hereby confirms its Grant under the Credit and Security Agreement of a security interest in the Collateral to the Collateral Agent. In addition, the Borrower hereby Grants to the Collateral Agent on behalf of the 20    -     Secured Parties a security interest in the Collateral and acknowledges and agrees that such Grant includes (but is not limited to) a Grant to the Collateral Agent on behalf of the 20    -     Exchange Noteholder a security interest in the Collateral Assets included in the 20    -     Designated Pool.

(b)      For so long as the 20    -     Exchange Note is outstanding, the Collateral Agent agrees to deliver a copy of each opinion received by it pursuant to Section 5.5 of the Credit and Security Agreement to each Noteholder promptly after its receipt thereof.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1.      Amendments.

(a)      Subject to Sections 7.1(c) and (d) of this Supplement, this Supplement may only be amended in accordance with Article IX of the Credit and Security Agreement.

(b)      Promptly upon the execution of any such amendment, (i) the Servicer will send a copy of such amendment to the Indenture Trustee, and (ii) the Indenture Trustee will notify each 20    -     Exchange Noteholder of the substance of such amendment.

(c)      Notwithstanding Article IX of the Credit and Security Agreement, the parties hereto agree that they shall not amend the Credit and Security Agreement or this Supplement pursuant to Section 9.1 of the Credit and Security Agreement without the consent of the 20    -     Exchange Noteholder unless the 20    -     Exchange Noteholder shall have received an Opinion of

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Counsel to the effect that such amendment will not materially adversely affect the interests of the 20    -     Exchange Noteholder.

(d)      In the case of any amendment pursuant to Section 9.2 of the Credit and Security Agreement, the consent of the 20    -     Exchange Noteholder shall be deemed to have been granted only upon receipt of the consent thereto by the Majority Noteholders.

SECTION 7.2.     20    -     Exchange Noteholders Entitled to Benefits of this Supplement. GM Financial Automobile Leasing Trust 20    -    , as transferee of GM Financial, as Lender, will be the initial 20    -     Exchange Noteholder. Any subsequent 20    -     Exchange Noteholder, by accepting the 20    -     Exchange Note, will be deemed to have agreed to the terms and conditions of the Credit and Security Agreement and this Supplement and will be entitled to the benefits of the Credit and Security Agreement and this Supplement with the same effect as if such 20    -     Exchange Noteholder had been a party thereto or hereto.

SECTION 7.3.       GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 7.4.     Submission to Jurisdiction; Service of Process. The Administrative Agent submits to the nonexclusive jurisdiction of any United States District Court sitting in New York and of any New York state court for purposes of all legal proceedings arising out of or relating to this Supplement. The Administrative Agent irrevocably waives, to the fullest extent it may do so, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Administrative Agent irrevocably appoints [                    ], at its Corporate Trust Office, as its authorized agent on which any and all legal process may be served in any such legal proceeding brought in any such court. If for any reason such agent ceases to be available to act as such, the Administrative Agent agrees to designate a new agent in the State of New York for receipt of service of legal process.

SECTION 7.5.     Severability. If any one or more of the covenants, agreements, provisions or terms of this Supplement is held invalid, illegal or unenforceable, then such covenants, agreements, provisions and terms will be deemed severable from the remaining covenants, agreements, provisions and terms of this Supplement and will in no way affect the validity, legality or enforceability of the other covenants, agreements, provisions or terms of this Supplement.

SECTION 7.6.       Counterparts and Consent to Do Business Electronically. This Supplement may be executed in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Supplement and any documents to be delivered in connection with this Supplement may be executed by means of an electronic signature that complies with the federal

8

Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Supplement and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

SECTION 7.7.    Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 7.8.    No Petition. Each party to this Supplement covenants that for a period of one (1) year and one (1) day (or, if longer, any applicable preference period) after payment in full of the Notes, all Exchange Notes, and all distributions to all Certificateholders the payments on which are derived in any material part from amounts received with respect to any Trust Assets, it will not institute against, or join any Person in instituting against, the Issuer, the Depositor, the Borrower, the Settlor or the Holder of the Series CSA Interest Certificate any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the 20    -     Exchange Note, the Notes, this Supplement or any of the other Program Documents and agrees it will not cooperate with or encourage others to file a bankruptcy petition against the Issuer, the Depositor, the Borrower, the Settlor or the Holder of the Series CSA Interest Certificate during the same period.

SECTION 7.9.    Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Supplement is executed and delivered by [Owner Trustee], not individually or personally but solely as Owner Trustee, Administrative Trustee and Delaware Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower is made and intended not as personal representations, undertakings and agreements by [Owner Trustee] but is made and intended for the purpose for binding only the Borrower, (c) nothing herein contained shall be construed as creating any liability on [Owner Trustee], individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Supplement or the other related documents.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written.

ACAR LEASING LTD.,

      as Borrower

By: [OWNER TRUSTEE],

not in its individual capacity, but solely as Owner Trustee

By:                                                                                   

Name:

Title:

AMERICREDIT FINANCIAL SERVICES, INC.

d/b/a GM FINANCIAL, as Lender and as Servicer

By:                                                                                   

Name:

Title:

[ADMINISTRATIVE AGENT/COLLATERAL AGENT],

      as Administrative Agent and as Collateral Agent

By:                                                                                   

Name:

Title:

[Signature Page to the 20    -     Exchange Note Supplement]

Schedule A

Collateral Leases and Collateral Leased Vehicles in [Initial] 20    -     Designated Pool

(CD on File with Collateral Agent)

SA-1

Exhibit A

Form of 20    -     Exchange Note

THIS 20    -     EXCHANGE NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS 20    -     EXCHANGE NOTE, AGREES THAT THIS 20    -     EXCHANGE NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY TO EITHER (1) A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING THEREOF IN RULE 144A UNDER THE SECURITIES ACT, THAT IS ALSO A QUALIFIED PURCHASER (A “QUALIFIED PURCHASER”) WITHIN THE MEANING THEREOF IN SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, (2) AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS A QUALIFIED PURCHASER OR (3) TO APGO TRUST OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES, AND SUBJECT TO THE RECEIPT BY THE BORROWER OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE BORROWER THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS.

THIS 20    -     EXCHANGE NOTE MAY BE TRANSFERRED ONLY IN WHOLE AND NOT IN PART. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID FROM THE BEGINNING, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE LENDER, THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY INTERMEDIARY.

EACH HOLDER OF THIS 20    -     EXCHANGE NOTE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT, AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF, (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF AN EMPLOYEE BENEFIT PLAN OR A PLAN DESCRIBED IN (A) OR (B) ABOVE BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (COLLECTIVELY, A “BENEFIT PLAN INVESTOR”), OR (D) AN EMPLOYEE BENEFIT PLAN, A PLAN OR OTHER SIMILAR ARRANGEMENT THAT IS NOT A BENEFIT PLAN INVESTOR BUT IS SUBJECT TO FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR

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REGULATIONS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.

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REGISTERED

No. 1

20    -     EXCHANGE NOTE

ACAR LEASING LTD., as Borrower (the “Borrower”), for value received, hereby promises to pay to GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -    , as 20    -     Exchange Noteholder (the “20    -     Exchange Noteholder”), for its benefit and the benefit of the other transferees from time to time acquiring interests herein pursuant to the 20    -     Exchange Note Supplement, dated as of             , 20     (the “Exchange Note Supplement”), among the Borrower, AmeriCredit Financial Services, Inc. d/b/a GM Financial (“GM Financial”), as Lender and Servicer, and [Administrative Agent], as Administrative Agent and as Collateral Agent, and other transferees or registered assigns, a principal sum equal to $        , payable on each Payment Date in an amount equal to the Exchange Note Principal Payment Amount for such Payment Date pursuant to Section 2.5 of the Exchange Note Supplement. [The principal amount of this 20    -     Exchange Note may be increased from time to time during the [Revolving Period]/[Pre-Funding Period] upon the allocation of Collateral Lease Agreements and Collateral Leased Vehicles to the 20    -     Designated Pool pursuant to Section 2.6(a) of the Exchange Note Supplement.] The entire unpaid principal amount of this 20    -     Exchange Note will be due and payable on             , 20    . Capitalized terms used but not defined in this 20    -     Exchange Note are defined in Appendix 1 to the Exchange Note Supplement or Appendix A to the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (the “Credit and Security Agreement”), among the Borrower, GM Financial, as Lender and Servicer, and [Administrative Agent/Collateral Agent], as Administrative Agent and as Collateral Agent.

The Borrower will pay interest on this 20    -     Exchange Note in an amount equal to the Exchange Note Interest Payment Amount until the principal of this 20    -     Exchange Note is paid or made available for payment. The amount of interest due on this 20    -     Exchange Note on each Payment Date will be calculated on the basis of the Exchange Note Balance outstanding on each day of such Exchange Note Interest Period (after giving effect to all payments of principal made on the preceding Payment Date), and will be subject to certain limitations contained in Section 2.4 of the Exchange Note Supplement. Such principal of and interest on this 20    -     Exchange Note will be paid in the manner specified on the reverse hereof.

The principal of and interest on this 20    -     Exchange Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Borrower with respect to this 20    -     Exchange Note will be applied to interest on and principal of this 20    -     Exchange Note in the manner set forth in the Exchange Note Supplement.

Reference is made to the further provisions of this 20    -     Exchange Note set forth on the reverse hereof, which will have the same effect as though fully set forth on the face of this 20    -     Exchange Note.

Unless the certificate of authentication hereon has been executed by the Administrative Agent whose name appears below by manual or facsimile signature, this 20    -     Exchange Note

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will not be entitled to any benefit under the Credit and Security Agreement or the Exchange Note Supplement referred to on the reverse hereof, or be valid or obligatory for any purpose.

[Remainder of This Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Borrower has caused this instrument to be signed, manually or in facsimile, by its Authorized Person, as of the date set forth below.

ACAR LEASING LTD., as Borrower
By:	[OWNER TRUSTEE],     not in its individual capacity but solely as Owner Trustee
By:
	Authorized Signatory

Date:             , 20    

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ADMINISTRATIVE AGENT’S CERTIFICATE OF AUTHENTICATION

This is the 20    -     Exchange Note designated above and referred to in the within-mentioned Exchange Note Supplement.

Date:             , 20    

[ADMINISTRATIVE AGENT],
not in its individual capacity but solely as Administrative Agent
By:
	Authorized Signatory

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REVERSE OF 20    -     EXCHANGE NOTE

This 20    -     Exchange Note is one of the duly authorized issue of Exchange Notes, which may be issued under the Credit and Security Agreement, to which Credit and Security Agreement and all Exchange Note Supplements that are supplemental thereto reference is made for a statement of the respective rights and obligations thereunder of the Borrower, the Lender, the Servicer, the Administrative Agent, the Collateral Agent and the 20    -     Exchange Noteholders. This 20    -     Exchange Note is subject to all terms of the Credit and Security Agreement and the Exchange Note Supplement. In the event of a conflict between the terms of this 20    -     Exchange Note, the terms of the Credit and Security Agreement and the terms of the Exchange Note Supplement, the Exchange Note Supplement will prevail.

Interest on and principal of this 20    -     Exchange Note will be payable in accordance with the priority of payments set forth in Section 5.1 of the Exchange Note Supplement.

Principal of this 20    -     Exchange Note will be payable on each Payment Date in an amount equal to the Exchange Note Principal Payment Amount for such Payment Date. “Payment Date” means the                      (    [st][nd][rd][th]) day of each calendar month or, if any such day is not a Business Day, the next Business Day, commencing             , 20    .

As described on the face hereof, the entire unpaid principal amount of this 20    -     Exchange Note will be due and payable on the Exchange Note Final Scheduled Payment Date. Notwithstanding the foregoing, the entire unpaid principal amount of this 20    -     Exchange Note will be due and payable on the date on which an Exchange Note Default with respect to this 20    -     Exchange Note has occurred and is continuing and the 20    -     Exchange Noteholder has declared this 20    -     Exchange Note to be immediately due and payable, or the 20    -     Exchange Note has automatically been declared immediately due and payable, in each case in the manner provided in the Credit and Security Agreement and the Exchange Note Supplement.

Payments of interest on this 20    -     Exchange Note on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this 20    -     Exchange Note, will be made either by wire transfer in immediately available funds, to the account of the 20    -     Exchange Noteholder or an account designated by the 20    -     Exchange Noteholder at a bank or other entity having appropriate facilities therefor if such 20    -     Exchange Noteholder has provided to the Exchange Note Registrar appropriate written instructions at least five Business Days prior to such Payment Date or, if not, by check mailed first-class mail postage prepaid to the 20    -     Exchange Noteholder’s address as it appears on the Exchange Note Register prior to such Payment Date, except that the final installment of principal payable on this 20    -     Exchange Note on a Payment Date or the Exchange Note Final Scheduled Payment Date will be payable only upon the presentation and surrender of this 20    -     Exchange Note in the manner set forth the Credit and Security Agreement. Such payments will be made without requiring that this 20    -     Exchange Note be submitted for notation of payment. Any reduction in the principal amount of this 20    -     Exchange Note effected by any payments made on any Payment Date or due to a reallocation of any Collateral Lease Agreements and Collateral Leased Vehicle from the 20    -     Designated Pool will be binding upon all future 20    -     Exchange Noteholders of this 20    -     Exchange Note and of any 20    -     Exchange Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted

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hereon. If funds are expected to be available, as provided in the Exchange Note Supplement and the Credit and Security Agreement, for payment in full of the then remaining unpaid principal amount of this 20    -     Exchange Note on a Payment Date, then the Administrative Agent will notify the 20    -     Exchange Noteholder of the date on which the Borrower expects that the final installment of principal of and interest on this 20    -     Exchange Note will be paid not later than 5 days prior to such date. Such notice will specify that such final installment will be payable only upon presentation and surrender of this 20    -     Exchange Note and will specify the place where this 20    -     Exchange Note may be presented and surrendered for payment of such installment.

As provided in the Exchange Note Supplement, the principal amount of this 20    -     Exchange Note may be decreased from time to time, in the manner and to the extent described in Section 2.6 of the Exchange Note Supplement.

The transfer of this 20    -     Exchange Note is subject to the restrictions on transfer specified on the face hereof and to the other limitations set forth in the Credit and Security Agreement and the Exchange Note Supplement. Subject to the satisfaction of such restrictions and limitations, the transfer of this 20    -     Exchange Note may be registered on the Exchange Note Register upon surrender of this 20    -     Exchange Note for registration of transfer at the office or agency designated by the Borrower pursuant to the Credit and Security Agreement, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Administrative Agent duly executed by the 20    -     Exchange Noteholder hereof or the 20    -     Exchange Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Exchange Note Registrar, and thereupon a new 20    -     Exchange Note in the same aggregate principal amount will be issued to the designated transferee. No service charge will be charged for any registration of transfer or exchange of this 20    -     Exchange Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

The 20    -     Exchange Noteholder, by accepting this 20    -     Exchange Note acknowledges and agrees that (i) if an Insolvency Event occurs with respect to the Borrower, any claim that the 20    -     Exchange Noteholder may seek to enforce at any time against the Borrower will be limited in recourse to the 20    -     Designated Pool and (ii) if, notwithstanding clause (i), the 20    -     Exchange Noteholder is deemed to have any claim against the assets of the Borrower other than the assets included in the 20    -     Designated Pool, whether by operation of law, legal process, pursuant to insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code), such claim will be subordinate to the payment in full, including post-petition interest, of the claims of the Lender and the holders of (A) all other Exchange Notes and (B) in the case of assets allocated to a Series Interest other than the Series CSA Interest, all other asset-backed securities, the payments on which are derived primarily from collections on designated assets of the Borrower and all related hedging arrangements.

THE RECITATION SET FORTH IN THE PRECEDING PARAGRAPH WILL BE DEEMED TO CONSTITUTE AN ENFORCEABLE SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

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The 20    -     Exchange Noteholder, by accepting this 20    -     Exchange Note, covenants and agrees that for a period of one year and one day (or, if longer, any applicable preference period) after payment in full of all obligations under the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Notes, the outstanding Certificates and any other outstanding Securities, it will not institute against the Borrower or the Settlor, or join in any institution against the Borrower or the Settlor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law in connection with any obligations relating to this 20    -     Exchange Note, the Credit and Security Agreement, the Exchange Note Supplement or any of the other Program Documents.

The Borrower has entered into the Exchange Note Supplement and this 20    -     Exchange Note is issued with the intention that, for U.S. federal, State and local income, single business and franchise tax purposes, this 20    -     Exchange Note will qualify as indebtedness of the Borrower. The 20    -     Exchange Noteholder, by its acceptance of this 20    -     Exchange Note, will be deemed to agree to treat this 20    -     Exchange Note for U.S. federal, State and local income, single business and franchise tax purposes as indebtedness of the Borrower.

Prior to the due presentment for registration of transfer of this 20    -     Exchange Note, the Borrower and the Administrative Agent and any agent of the Borrower or the Administrative Agent may treat the Person in whose name this 20    -     Exchange Note (as of the day of determination or as of such other date as may be specified in the Exchange Note Supplement) is registered as the owner hereof for all purposes, whether or not this 20    -     Exchange Note be overdue, and, to the fullest extent permitted by applicable law, none of the Borrower, the Administrative Agent or any such agent will be affected by notice to the contrary.

The Credit and Security Agreement permits the amendment thereof (in any manner and for any purpose) by the Borrower, the Collateral Agent, the Lender and the Administrative Agent so long as each Exchange Noteholder of an Outstanding Exchange Note has consented to such amendment. The Credit and Security Agreement also permits the amendment thereof to amend or waive certain terms and conditions set forth therein without the consent of the Noteholders provided that certain conditions are satisfied. Any such consent by the 20    -     Exchange Noteholder will be conclusive and binding upon the 20    -     Exchange Noteholder and upon all future holders of this 20    -     Exchange Note and of any 20    -     Exchange Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this 20    -     Exchange Note.

The term “Borrower”, as used in this 20    -     Exchange Note, includes any successor to the Borrower under the Credit and Security Agreement.

This 20    -     Exchange Note is issuable only in registered form as provided in the Credit and Security Agreement and the Exchange Note Supplement, subject to certain limitations therein set forth.

This 20    -     Exchange Note, the Credit and Security Agreement and the Exchange Note Supplement will be governed by, and construed in accordance with the laws of the State of New York.

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No reference herein to the Credit and Security Agreement or the Exchange Note Supplement, and no provision of this 20    -     Exchange Note or of the Credit and Security Agreement will alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of and interest on this 20    -     Exchange Note at the time, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of [            ], in its individual capacity, or any of its affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal or of interest on this 20    -     Exchange Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Credit and Security Agreement or the Exchange Note Supplement. The 20    -     Exchange Noteholder, by its acceptance hereof, agrees that, except as expressly provided in the Program Documents, in the case of an Exchange Note Default under the Credit and Security Agreement or the Exchange Note Supplement, the 20    -     Exchange Noteholder will have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein will be taken to prevent recourse to, and enforcement against, the assets of the Borrower for any and all liabilities, obligations and undertakings contained in the Credit and Security Agreement, the Exchange Note Supplement or in this 20    -     Exchange Note.

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ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee.                                                                                                                                    

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers without recourse unto                                                                                                                                    

(name and address of assignee)

the within 20    -     Exchange Note and all rights thereunder, and hereby irrevocably constitutes and appoints                     , attorney, to transfer said 20    -     Exchange Note on the books kept for registration thereof, with full power of substitution in the premises.

Date:
	Signature Guaranteed:*

*         Note: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within 20    -     Exchange Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Exchange Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Exchange Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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APPENDIX 1

To 20    -     Exchange Note Supplement

DEFINITIONS

“20    -     Asset Representations Review Agreement” means the 20    -     Asset Representations Review Agreement, dated as of             , 20    , as the same may be amended, restated, supplemented or otherwise modified from time to time, among the Servicer, the Issuer, and                 .

“20    -     Closing Date” means             , 20    .

“20    -     Designated Pool” means the Collateral Leases and Collateral Leased Vehicles listed on the [most recent] Schedule of 20    -     Lease Agreements and 20    -     Leased Vehicles attached as Schedule A to the 20__-_ Exchange Note Supplement.

“20    -     Designated Pool Collections” means with respect to any Collection Period, all Collections relating to the 20    -     Designated Pool.

“20    -     Eligible Deposit Account” means either (i) a segregated account with a 20    -     Eligible Institution, or (ii) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as (1) the long-term unsecured debt of such depository institution shall have a credit rating from S&P and from Fitch of at least A and from Moody’s in one of its generic rating categories which signifies investment grade and (2) such depository institutions’ deposits are insured by the Federal Deposit Insurance Corporation.

“20    -     Eligible Institution” means a depository institution organized under the laws of the United States of America or any one of the States (or any domestic branch of a foreign bank), which (i) has either (A) a long-term unsecured debt rating of [“Aa2” or better by Moody’s] [and] [“A” or better by Fitch] [and] [and “AA” or better by S&P] or (B) a certificate of deposit rating of [“P-1” by Moody’s] [and] [“F1” by Fitch] [and] [“A-1” by S&P] and (ii) whose deposits are insured by the FDIC.

“20    -     Exchange Note” means the note, substantially in the form set forth in Exhibit A to the 20    -     Exchange Note Supplement, executed and authenticated in accordance with the Credit and Security Agreement and under the 20    -     Exchange Note Supplement.

“20    -     Exchange Note Assets” means as of any date, the Collateral Lease Agreements and Collateral Leased Vehicles allocated to the 20    -     Designated Pool and the related rights with respect thereto.

“20    -     Exchange Note Collections Account” has the meaning set forth in Section 2.3(a) of the 20    -     Servicing Supplement.

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“20    -     Exchange Note Collections” means with respect to any Payment Date, all amounts paid to the Issuer as the 20    -     Exchange Noteholder since the immediately preceding Payment Date (or, with respect to the first Payment Date, since the [initial] Cutoff Date).

“20    -     Exchange Note Sale Agreement” means the 20    -     Exchange Note Sale Agreement, dated as of             , 20    , as the same may be amended, restated, supplemented or otherwise modified from time to time, between the Lender and the Depositor.

“20    -     Exchange Note Supplement” means the 20    -     Exchange Note Supplement to the Credit and Security Agreement, dated as of             , 20    , as the same may be amended, restated, supplemented or otherwise modified from time to time, among the parties to the Credit and Security Agreement.

“20    -     Exchange Note Transfer Agreement” means the 20    -     Exchange Note Transfer Agreement, dated as of             , 20    , as the same may be amended, restated, supplemented or otherwise modified from time to time, between the Depositor and the Issuer.

“20    -     Exchange Noteholder” means the Issuer or any endorsee of the 20    -     Exchange Note.

“20    -     Lease Agreements” means as of any date, the Collateral Lease Agreements allocated to the 20    -     Designated Pool.

“20    -     Leased Vehicles” means the Leased Vehicles leased under the 20    -     Lease Agreements.

“20    -     Permitted Investments” means book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(i)        direct obligations of, and obligations fully guaranteed as to full and timely payment by, the full faith and credit of the United States of America;

(ii) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or State banking or depository institution authorities (which may include the Administrative Agent); provided, however, that at the time of the investment or contractual commitment to invest therein the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a short-term credit rating of [“A-1” or better from S&P] [and] [“P-1” or better from Moody’s] [and] [“F1” or better from Fitch];

(iii)        commercial paper, variable amount notes or other short term debt obligations having, at the time of the investment or contractual commitment to invest therein, a short-term credit rating of [“A-1” or better from S&P] [and] [“P-1” or better from Moody’s] [and] [“F1” or better from Fitch];

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(iv)        investments in money market funds (including funds for which the Collateral Agent or the Indenture Trustee in each of their individual capacities or any of their respective Affiliates is investment manager, controlling party or advisor) having, at the time the investment or contractual commitment to invest is made, a rating in the highest investment grade category from each of Moody’s and S&P and, if rated by Fitch, Fitch’s equivalent rating;

(v)        bankers’ acceptances issued by any depository institution or trust company referred to in clause (ii) above; or

(vi)        repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof, the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (ii) above.

“20    -     Secured Parties” means the Noteholders [and each Hedge Provider].

“20    -     Servicing Agreement” means the Basic Servicing Agreement, as supplemented by the 20    -     Servicing Supplement.

“20    -     Servicing Supplement” means the 20    -     Servicing Supplement, dated as of             , 20    , as the same may be amended, restated, supplemented or otherwise modified from time to time, among the parties to the Basic Servicing Agreement and the Indenture Trustee.

“Accelerated Principal Amount” means, for a Payment Date, the lesser of (i) the excess, if any, of (A) Total Available Funds for such Payment Date, minus (B) the aggregate amount payable pursuant to clauses (i) through (    ) of Section 8.3(a) of the Indenture on such Payment Date, and (ii) the excess, if any, of (A) the Pro Forma Note Balance for such Payment Date, minus (B) the Required Pro Forma Note Balance for such Payment Date.

“Accounts” means the 20    -     Exchange Note Collections Account, the Indenture Collections Account, the Note Payment Account [, the Hedge Termination Account] [, the Revolving Account] [, the Pre-Funding Account] and the Reserve Account.

“Act” has the meaning set forth in Section 11.3(a) of the Indenture.

“Administration Agreement” means the Administration Agreement, dated as of             , 20    , as the same may be amended, restated, supplemented or otherwise modified from time to time, among the Administrator, the Issuer, the Depositor and the Indenture Trustee.

“Administrator” means GM Financial, in its capacity as administrator of the Issuer under the Administration Agreement, and its successors in such capacity.

“ADR Organization” means [The American Arbitration Association] or, if [The American Arbitration Association] no longer exists or if its ADR Rules would no longer permit

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mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by GM Financial.

“ADR Rules” means the relevant rules of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable, of commercial disputes in effect on the Closing Date.

“Aggregate Securitization Value” means on any date of determination, the sum of the Securitization Values of the Collateral Assets that are allocated to the 20    -     Designated Pool as of such date.

[“Allocation” has the meaning specified in Section 2.2(b) of the 20    -     Servicing Supplement.

“Allocation Date” means any Payment Date on which an Allocation occurs.

“Allocation Notice” has the meaning set forth in Section 2.2(b) of the 20    -     Servicing Supplement.

“Allocation Price” has the meaning set forth in Section 2.2(b) of the 20    -     Servicing Supplement.]

“Asset Representations Reviewer” means                     , a                     .

“Asset Review” has the meaning set forth in the 20    -     Asset Representations Review Agreement.

“Asset Review Notice” means the notice from the Indenture Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations Reviewer to perform an Asset Review.

“Asset Review Receivable” means, with respect to any Asset Review, each Receivable that is not a Defaulted Lease or a Liquidated Lease and the related lessee fails to make at least [90]% of a Monthly Payment by the related Payment Due Date and, as of the last day of the Collection Period prior to the date the related Asset Review Notice was delivered, remained unpaid for [60] days or more from the Payment Due Date.

“Asset Test” means, for an Asset Review, each Test, as defined in the 20    -     Asset Representations Review Agreement, to be performed by the Asset Representations Reviewer on the related Asset Review Receivables.

“Available Funds” means for any Payment Date and the related Collection Period, the sum of the following amounts:

(i)         20    -     Exchange Note Collections with respect to such Collection Period;

(ii)         Investment Earnings for such Payment Date;

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(iii)        in the case of an Optional Purchase, the Optional Purchase Price;

(iv)        in the case of a sale or other disposition of Collateral pursuant to Section 5.4 of the Indenture, any money or property available therefrom after application by the Indenture Trustee pursuant to Section 5.4(b) of the Indenture; [and]

(v)        amounts, if any, released from the Reserve Account pursuant to Section 2.14(b)(ii) of the 20    -     Servicing Supplement on such Payment Date[.]/[; and]

(vi)        [any amounts received by the Indenture Trustee pursuant to the Hedge Agreement with respect to the Class [A-2-B] Notes (less any amounts used to enter into a replacement hedge agreement).]

“Base Residual Value” means, with respect to any 20    -     Lease Agreement, the least of (i) the Contract Residual Value, (ii) the residual value of the total manufacturer’s suggested retail price of the related 20    -     Leased Vehicle (including all options authorized by the Servicer in connection with the origination of the related 20    -     Lease Agreement, without making a distinction between value-adding options that add little or no value to the resale price of the related 20    -     Leased Vehicle) on the related Maturity Date as determined in accordance with the then-current Automotive Lease Guide upon origination of the related 20    -     Lease Agreement, (iii) the residual value of the total manufacturer’s suggested retail price of the related 20    -     Leased Vehicle (including all options authorized by the Servicer in connection with the origination of the related 20    -     Lease Agreement, without making a distinction between value-adding options that add little or no value to the resale price of the related 20    -     Leased Vehicle) on the related Maturity Date calculated utilizing as a “mark-to-market” value a residual value estimate as determined in accordance with the         /         20     Automotive Lease Guide, (iv) the residual value of the Maximum Residualizable MSRP of the related 20    -     Leased Vehicle on the related Maturity Date as determined in accordance with the then-current Automotive Lease Guide upon origination of the related 20    -     Lease Agreement, and (v) the residual value of the Maximum Residualizable MSRP of the related 20    -     Leased Vehicle on the related Maturity Date calculated utilizing as a “mark-to-market” value a residual value estimate as determined in accordance with the         /         20__ Automotive Lease Guide.

“Benefit Plan Entity” has the meaning specified in Section 2.4 of the Indenture.

“Benefit Plan Investor” has the meaning specified in Section 2.4 of the Indenture.

“Book Entry Notes” means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.11 of the Indenture.

[“Calculation Agent” has the meaning set forth in Section 11.20 of the Indenture.]

“Certificate” means a trust certificate evidencing the beneficial interest of a Certificateholder in the Trust.

“Certificate Register” has the meaning specified in Section 1.1 of the Trust Agreement.

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“Certificateholder” means the Person in whose name a Certificate is registered on the Certificate Register.

“Certificate of Trust” means the certificate of trust of the Issuer substantially in the form of Exhibit B to the Issuer Trust Agreement.

“Class” means the Class A Notes, the Class B Notes, the Class C Notes and/or the Class D Notes, as the context requires.

“Class A Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

“Class A-1 Interest Rate” means     % per annum (computed on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period).

“Class A-1 Notes” means the Class A-1     % Asset Backed Notes, substantially in the form of Exhibit A-1 to the Indenture.

[“Class A-2 Notes” means the Class A-2-A Notes and the Class A-2-B Notes.]

“Class A-2[-A] Interest Rate” means     % per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

“Class A-2[-A] Notes” means the Class A-2[-A]     % Asset Backed Notes, substantially in the form of Exhibit A-2[-A] to the Indenture.

[“Class A-2-B Interest Rate” means the greater of (i) [30-day average SOFR] +     % and (ii)     % per annum (computed on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period).]

[“Class A-2-B Notes” means the Class A-2-B Floating Rate Asset Backed Notes, substantially in the form of Exhibit A-2-B to the Indenture.]

“Class A-3 Interest Rate” means     % per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

“Class A-3 Notes” means the Class A-3     % Asset Backed Notes, substantially in the form of Exhibit A-3 to the Indenture.

“Class A-4 Interest Rate” means     % per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

“Class A-4 Notes” means the Class A-4     % Asset Backed Notes, substantially in the form of Exhibit A-4 to the Indenture.

“Class A Principal Parity Amount” means, with respect to any Payment Date, the lesser of (i) the excess, if any, of (A) the aggregate remaining principal balance of the Class A Notes immediately prior to such Payment Date, over (B) the Aggregate Securitization Value as of the

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end of the immediately preceding Collection Period, and (ii) the amount of Total Available Funds remaining on deposit in the Indenture Collections Account after the funding of the items described in clauses (i) and (ii) of Section 8.3(a) of the Indenture on such Payment Date.

“Class B Interest Rate” means     % per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

“Class B Notes” means the Class B     % Asset Backed Notes, substantially in the form of Exhibit B to the Indenture.

“Class B Principal Parity Amount” means, with respect to any Payment Date, the lesser of (i) the excess of (A) the excess, if any, of (1) the aggregate remaining principal balance of the Class A Notes and of the Class B Notes, in each case immediately prior to such Payment Date, over (2) the Aggregate Securitization Value as of the end of the immediately preceding Collection Period, over (B) the sum of the Class A Principal Parity Amount for such Payment Date plus any payments made on the Class A Notes as a Matured Principal Shortfall on such Payment Date, and (ii) the amount of Total Available Funds remaining on deposit in the Indenture Collections Account after the funding of the items described in clauses (i) through (__) of Section 8.3(a) of the Indenture on such Payment Date.

“Class C Interest Rate” means     % per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

“Class C Notes” means the Class C     % Asset Backed Notes, substantially in the form of Exhibit C to the Indenture.

“Class C Principal Parity Amount” means, with respect to any Payment Date, the lesser of (i) the excess of (A) the excess, if any, of (1) the aggregate remaining principal balance of the Class A Notes, of the Class B Notes and of the Class C Notes, in each case immediately prior to such Payment Date, over (2) the Aggregate Securitization Value as of the end of the immediately preceding Collection Period, over (B) the sum of the Class A Principal Parity Amount and the Class B Principal Parity Amount for such Payment Date plus any payments made on the Class A Notes or the Class B Notes as a Matured Principal Shortfall on such Payment Date, and (ii) the amount of Total Available Funds remaining on deposit in the Indenture Collections Account after the funding of the items described in clauses (i) through (    ) of Section 8.3(a) of the Indenture on such Payment Date.

“Class D Interest Rate” means     % per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

“Class D Notes” means the Class D     % Asset Backed Notes, substantially in the form of Exhibit D to the Indenture.

“Class D Principal Parity Amount” means, with respect to any Payment Date, the lesser of (i) the excess of (A) the excess, if any, of (1) the aggregate remaining principal balance of the Class A Notes, of the Class B Notes, of the Class C Notes and of the Class D Notes, in each case immediately prior to such Payment Date, over (2) the Aggregate Securitization Value as of the end of the immediately preceding Collection Period, over (B) the sum of the Class A Principal

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Parity Amount, the Class B Principal Parity Amount and the Class C Principal Parity Amount for such Payment Date plus any payments made on the Class A Notes, the Class B Notes or the Class C Notes as a Matured Principal Shortfall on such Payment Date, and (ii) the amount of Total Available Funds remaining on deposit in the Indenture Collections Account after the funding of the items described in clauses (i) through (    ) of Section 8.3(a) of the Indenture on such Payment Date.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collection Period” means, with respect to the 20    -     Exchange Note and the Notes, a calendar month (or in the case of the first Collection Period, with respect to the 20    -     Exchange Note and the Notes, the period from and excluding the [initial] Cutoff Date and ending at the close of business on             , 20    ). The “related Collection Period” for a Payment Date is the Collection Period ending immediately prior to such Payment Date.

“Commission” means the United States Securities and Exchange Commission.

“Commonly Controlled Entity” means with respect to a Person, an entity, whether or not incorporated, which is under common control with such Person within the meaning of Section 4001 of ERISA or is part of a group which includes such Person and which is treated as a single employer under Section 414 of the Code.

“Contractual Obligation” means as to any Person as of any day, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound as of such day.

“Controlling Party” means the Indenture Trustee, acting on behalf of the Noteholders and solely at the prior written direction of the Majority Noteholders.

“Corporate Trust Office” means with respect to the Indenture Trustee, the principal office of the Indenture Trustee at which any particular time its corporate trust business shall be administered which office at the date of the execution of the Indenture is located at 600 South 4th Street, MAC N9300-061, Minneapolis, Minnesota 55415, Attention: Corporate Trust Administration or at any other time at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders.

“Credit Risk Retention Rules” has the meaning set forth in Section 2.9(a) of the 20    -     Servicing Supplement.

“Cutoff Date” means [the close of business on             , 20    ]/[has the meaning set forth in Section 2.1(b)(iii) of the 20    -     Exchange Note Supplement].

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“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Defaulted Lease” means any 20    -     Lease Agreement (other than a Liquidated Lease) with respect to which at any time prior to the related Maturity Date, (i) an amount at least equal to [10]% of any Monthly Payment remains unpaid for more than one hundred and twenty (120) days from the original Payment Due Date, (ii) the related 20    -     Leased Vehicle has been repossessed, or (iii) such 20    -     Lease Agreement has been written off by the Servicer in accordance with its Customary Servicing Practices.

“Definitive Notes” has the meaning set forth in Section 2.11 of the Indenture.

“Delinquency Rate” means, for any Collection Period, the number, expressed as a percentage, equal to (i) the aggregate Securitization Value of all Delinquent Trigger Leases as of the end of such Collection Period divided by (ii) the Aggregate Securitization Value as of the end of such Collection Period.

“Delinquency Trigger” means, that (i) as of the end of any of the [first through twelfth] Collection Periods, the Delinquency Rate exceeds     %, (ii) as of the end of any of the [thirteenth through twenty-fourth] Collection Periods, the Delinquency Rate exceeds     % or (iii) as of the end of any subsequent Collection Period, the Delinquency Rate exceeds     %.

“Delinquent Lease” means any 20    -     Lease Agreement that is not a Defaulted Lease or a Liquidated Lease and which a lessee fails to make at least 90 % of a Monthly Payment by the related Payment Due Date and remains unpaid for more than thirty (30) days from the original Payment Due Date for such payment.

“Delinquent Trigger Lease” means any 20    -     Lease Agreement that is not a Defaulted Lease or a Liquidated Lease and which a lessee fails to make at least 90 % of a Monthly Payment by the related Payment Due Date and remains unpaid for sixty-one (61) or more days from the original Payment Due Date for such payment.

“Deposit Date” means with respect to a Collection Period and Payment Date, the Business Day immediately preceding such Payment Date.

“Depositor” means GMF Leasing LLC, a Delaware limited liability company.

“Depositor Administration Agreement” means the Administration Agreement, dated as of January 31, 2011, between the Depositor and GM Financial, as the administrator of the Depositor.

“Depositor Certificate of Formation” means the certificate of formation of the Depositor filed with the Secretary of State of the State of Delaware.

“Depositor LLC Agreement” means the limited liability company agreement of the Depositor, dated January 31, 2011, as amended, modified and supplemented from time to time.

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“Designated Pool Balance” means on any date of determination and with respect to the 20    -     Designated Pool, the sum of the Securitization Values of the Collateral Assets that are allocated to the 20    -     Designated Pool on such date that are not Defaulted Leases as of such date.

“Designated Pool Servicing Fee” has the meaning set forth in Section 2.7 of the 20    -     Servicing Supplement.

“Discount Rate” means with respect to each 20    -     Lease Agreement, the greater of (i) the APR of such 20    -     Lease Agreement, and (ii)     %.

[“Early Amortization Event” means (i) as of [the last day of any Collection Period], the [Three-Month Rolling Average Delinquency Ratio] exceeds     %, (ii) as of [the last day of any Collection Period], the [Three-Month Rolling Average Annualized Net Loss Ratio] exceeds     %, (iii) 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 and (iv) the occurrence of a Servicer Default.]

“Eligible Collateral Assets” means, on any date of determination, all 20    -     Lease Agreements and the related 20    -     Leased Vehicles that [were allocated to the 20    -     Designated Pool on the related Allocation Date and that] (i) satisfy the respective criteria on Exhibit A to this Appendix 1, and (ii) are not (and are not 20    -     Leased Vehicles leased under) Delinquent Leases, Defaulted Leases, Matured Leases, Terminated Leases or 20    -     Lease Agreements that the Servicer is required to have reallocated from the 20    -     Designated Pool pursuant to Section 2.5 of the 20    -     Servicing Supplement but has not so reallocated.

“Eligible Collateral Balance” means the sum of the Securitization Values of all Eligible Collateral Assets.

“Event of Default” means any of the events specified in Section 5.1 of the Indenture; provided, that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“Excess Exchange Note Payments” means, for each payment date, all amounts payable pursuant to Section 5.1(e) of the 20    -     Exchange Note Supplement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Note Balance” means as of any date of determination, the [most recent] Exchange Note Initial Principal Balance, as reduced by all amounts distributed on the 20    -     Exchange Note pursuant to Section 5.1 of the 20    -     Exchange Note Supplement and allocable to principal [through and including such date]/[since the most recent Allocation Date].

“Exchange Note Final Scheduled Payment Date” means             , 20    .

[“Exchange Note Increase Date” means any Business Day during the [Revolving Period]/[Pre-Funding Period] on which the Exchange Note Balance is increased pursuant to Section 2.6(a) of the 20    -     Exchange Note Supplement.]

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[“Exchange Note Increase Notice” means a notice delivered during the [Revolving Period]/[Pre-Funding Period] pursuant to Section      of the 20    -     Exchange Note Supplement.]

“Exchange Note Initial Principal Balance” has the meaning set forth in Section 2.1(b)(ii) of the 20    -     Exchange Note Supplement.

“Exchange Note Interest Payment Amount” has the meaning set forth in Section 2.4 of the 20    -     Exchange Note Supplement.

“Exchange Note Interest Period” means for the 20    -     Exchange Note and with respect to any Payment Date, the period from and including the most recent Payment Date on which interest has been paid on the 20    -     Exchange Note (or in the case of the first Payment Date, from and including the 20    -     Closing Date) to, but excluding, the following Payment Date.

“Exchange Note Interest Rate” has the meaning set forth in Section 2.1(b)(iv) of the 20    -     Exchange Note Supplement.

“Exchange Note Issuance Date” has the meaning set forth in Section 2.1(b)(i) of the 20    -     Exchange Note Supplement.

“Exchange Note Principal Payment Amount” has the meaning set forth in Section 2.5 of the 20    -     Exchange Note Supplement.

[“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York, currently at https://apps.newyorkfed.org/markets/autorates/sofr-avg-ind, or at such other page as may replace such page on the website of the Federal Reserve Bank of New York.]

“Final Scheduled Payment Date” means with respect to (i) the Class A-1 Notes, the             , 20     Payment Date, (ii) the Class A-2[-A] Notes, the             , 20     Payment Date, (iii) [the Class A-2-B Notes, the             , 20     Payment Date, (iv) the Class A-3 Notes, the             , 20     Payment Date, (v) the Class A-4 Notes, the             , 20     Payment Date, (vi) the Class B Notes, the             , 20     Payment Date, (vii) the Class C Notes, the             , 20     Payment Date, and (viii) the Class D Notes, the             , 20     Payment Date.

“Financial Assets” has the meaning set forth in Section 2.3[(g)]/[(h)](i) of the 20    -     Servicing Supplement.

“Fitch” means Fitch Inc. d/b/a Fitch Ratings.

“Foreign Noteholder” means any Noteholder that is organized under the laws of a jurisdiction other than that in which the Issuer is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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[“Global Notes” means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.11 of the Indenture.]

“GM Financial” means AmeriCredit Financial Services, Inc. d/b/a GM Financial.

[“Hedge Agreement” means the ISDA Master Agreement, dated             , 20    , between the Issuer and the Hedge Provider, including the Schedule thereto, the Credit Support Annex thereto and the Confirmation relating to the Class A-2-B Notes, together with any replacement hedge agreement; provided, that if the Hedge Agreement is in the form of a swap agreement, no additional hedge agreement shall be a “Hedge Agreement” under the Program Documents for so long as the Hedge Agreement is outstanding without the prior, written consent of the Hedge Provider, unless the Hedge Agreement has terminated.]

[“Hedge Provider” means [Hedge Provider], together with any replacement Hedge Provider.]

[“Hedge Provider Issuer Secured Obligations” means all amounts and obligations which the Issuer may at any time owe to or on behalf of the Hedge Provider under the Indenture, the Hedge Agreement or any other Program Document.]

[“Hedge Termination Account” has the meaning specified in Section 2.3(e) of the 20    -     Servicing Supplement.]

“Indenture” means the Indenture, dated as of             , 20    , as the same may be amended, restated, supplemented or otherwise modified from time to time, among the Issuer, the Servicer and the Indenture Trustee.

“Indenture Collateral” has the meaning set forth in the Granting Clause of the Indenture.

“Indenture Collections Account” has the meaning set forth in Section 2.3(b) of the 20    -     Servicing Supplement.

“Indenture Trustee” means [Indenture Trustee], a                     , as Indenture Trustee under the Indenture, or any successor Indenture Trustee under the Indenture.

“Independent” means, when used with respect to any specified Person, that the Person (i) is in fact independent of the Issuer, any other obligor upon the Notes, the Depositor and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons, and (iii) is not connected with the Issuer, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

“Independent Accountants” shall have the meaning set forth in Section 2.10(a) of the 20    -     Servicing Supplement.

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“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, prepared by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” (as such term is defined for purposes of the Indenture) and that the signer is Independent within the meaning thereof.

“Interest Accrual Period” means the period from and including the most recent Payment Date on which interest has been paid (or, in the case of the first Payment Date, the 20    -     Closing Date) to but excluding the following Payment Date.

“Issuer” means GM Financial Automobile Leasing Trust 20    -    , a Delaware statutory trust.

“Issuer Obligations” means all amounts and obligations which the Issuer may at any time owe to the Indenture Trustee, the Noteholders or the Issuer Owner Trustee under any of the Program Documents [and to the Hedge Counterparty under or in connection with the Hedge Agreement].

“Issuer Order” or “Issuer Request” means a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.

“Issuer Owner Trustee” means [Issuer Owner Trustee], not in its individual capacity but solely as owner trustee under the Issuer Trust Agreement, or any successor Issuer Owner Trustee under the Issuer Trust Agreement.

“Issuer Trust Agreement” means the Amended and Restated Trust Agreement of the Issuer, dated as of             , 20    , as the same may be amended, restated, supplemented or otherwise modified from time to time, between the Depositor and the Issuer Owner Trustee.

“Issuer Trust Certificate” means a “Trust Certificate”, as defined in Section 1.1 of the Issuer Trust Agreement.

“Issuer Trust Certificateholder” means a “Trust Certificateholder”, as defined in Section 1.1 of the Issuer Trust Agreement.

“Issuer Trust Estate” means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of the Indenture for the benefit of the Noteholders (including all property and interests Granted to the Indenture Trustee and all Indenture Collateral), including all proceeds thereof.

“Liquidated Lease” means with respect to any Collection Period, a 20    -     Lease Agreement: (i) in respect of which the related 20    -     Leased Vehicle was sold or otherwise disposed of by the Servicer following the scheduled or early termination of such 20    -     Lease Agreement, (ii) that became a Terminated Lease or a Matured Lease more than one hundred and eighty (180) days prior to the end of such Collection Period and the related 20    -     Leased Vehicle has not been sold or otherwise disposed of by the Servicer as of the end of such

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Collection Period, or (iii) in respect of which the Servicer’s records, in accordance with the Customary Servicing Practices, indicate that all Insurance Proceeds expected to be received have been received following a casualty or other loss with respect to the related 20    -     Leased Vehicle.

“Majority Noteholders” means the Holders of Notes representing a majority of the principal balance of the most senior Class of Notes then outstanding; provided, that neither Holders of Notes who are employees or Affiliates of the Issuer, the Seller, the Servicer or General Motors Financial Company, Inc. nor the Notes held by such Holders shall be counted when calculating such majority of the related principal balance.

“Matured Principal Shortfall” means, with respect to any Payment Date and for any Class of Notes which would have a remaining principal balance greater than zero on such Payment Date after taking into account the payment of all other principal amounts to such Class on such Payment Date and as to which such Payment Date is either the Final Scheduled Payment Date for such Class, or a Payment Date subsequent to such Final Scheduled Payment Date, the remaining principal balance of such Class on such Payment Date.

“Moody’s” means Moody’s Investors Service, Inc., or its successor.

“Note” means a Class A-1 Note, a Class A-2[-A] Note, [a Class A-2-B Note,] a Class A-3 Note, a Class A-4 Note, a Class B Note, a Class C Note, or a Class D Note.

“Note Interest Rate” means, with respect to the (i) Class A-1 Notes, the Class A-1 Interest Rate, (ii) Class A-2[-A] Notes, the Class A-2[-A] Interest Rate, (iii) [Class A-2-B Notes, the Class A-2-B Interest Rate,] (iv) Class A-3 Notes, the Class A-3 Interest Rate, (v) Class A-4 Notes, the Class A-4 Interest Rate, (vi) Class B Notes, the Class B Interest Rate, (vii) Class C Notes, the Class C Interest Rate, and (viii) Class D Notes, the Class D Interest Rate.

“Note Owner” means, with respect to a Book Entry Note, the person who is the owner of such Book Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Note Paying Agent” means the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.10 of the Indenture and is authorized by the Issuer to make the payments to and distributions from the Indenture Collections Account and the Note Payment Account, including payment of principal of or interest on the Notes on behalf of the Issuer.

“Note Payment Account” has the meaning set forth in Section 2.3(c) of the 20    -     Servicing Supplement.

“Note Principal Balance” means (i) on the 20    -     Closing Date, $         , and (ii) on any other date, an amount equal to the excess, if any, of (a) the Note Principal Balance on the 20    -     Closing Date, over (b) the aggregate amount of all Noteholders’ Principal Distributable

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Amounts and other payments of principal in respect of the Notes, in each case, made on Payment Dates pursuant to the Indenture through and including such date.

“Note Register” and “Note Registrar” have the meanings specified in Section 2.4 of the Indenture.

“Noteholder” or “Holder” means the Person in whose name a Note is registered in the Note Register.

“Noteholders’ Distributable Amount” means, with respect to any Payment Date, the sum of the Noteholders’ Principal Distributable Amount and the Noteholders’ Interest Distributable Amount.

“Noteholders’ Interest Carryover Amount” means, with respect to any Class of Notes and any date of determination, any Noteholders’ Interest Distributable Amount for such Class of Notes from the immediately preceding Payment Date which remains unpaid as of such date of determination, plus interest on such unpaid amount, to the extent permitted by law, at the respective Note Interest Rate borne by the applicable Class of Notes from such immediately preceding Payment Date to but excluding the related Payment Date.

“Noteholders’ Interest Distributable Amount” means, with respect to any Payment Date, the sum of the Noteholders’ Monthly Interest Distributable Amount for each Class of Notes for such Payment Date and the Noteholders’ Interest Carryover Amount, if any, for each Class of Notes, calculated as of such Payment Date.

“Noteholders’ Monthly Interest Distributable Amount” with respect to any Payment Date and any Class of Notes, the interest accrued at the respective Note Interest Rate during the applicable Interest Accrual Period that shall accrue (i) on the principal amount of the Notes of such Class Outstanding as of the end of the prior Payment Date or, in the case of the first Payment Date, as of the 20    -     Closing Date, and (ii) on either an “actual/360” basis (with respect to the Class A-1 Notes [and the Class A-2-B Notes]) or, a “30/360” basis (with respect to all other Classes of Notes).

“Noteholders’ Principal Carryover Amount” means, as of any date of determination, all or any portion of the Noteholders’ Principal Distributable Amount from the preceding Payment Date which remains unpaid as of such date of determination.

“Noteholders’ Principal Distributable Amount” means, with respect to any Payment Date, (other than the Final Scheduled Payment Date for any Class of Notes), the sum of:

(1) the lesser of (a) the sum of the Principal Distributable Amount for such Payment Date, plus the Noteholders’ Principal Carryover Amount, if any, as of the close of business on the preceding Payment Date, and (b) the positive amount, if any, necessary to reduce the Outstanding Amount on such Payment Date, after giving effect to distributions made pursuant to clauses (i) through (    ) of Section 8.3(a) of the Indenture, to the Required Pro Forma Note Balance for such Payment Date,

plus

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(2) on the Final Scheduled Payment Date for any Class of Notes, the excess of the outstanding principal amount of such Class of Notes, if any, over the amount described in clause (1).

“Notice of Event of Default” means a Notice of Event of Default delivered to the Issuer, the Depositor, the Settlor, the Titling Trust or GM Financial, as the case may be, pursuant to Section 5.1(c) or (d) of the Indenture.

“Optional Purchase” has the meaning set forth in Section 10.1 of the Indenture

“Optional Purchase Price” has the meaning set forth in Section 10.1 of the Indenture.

“Outstanding” means as of the date of determination, all Notes theretofore authenticated and delivered under the Indenture except:

(i) Notes theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;

(ii) Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee in trust for the Noteholders of such Notes (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision for such notice has been made, satisfactory to the Indenture Trustee); and

(iii) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser;

provided, that in determining whether the Holders of the requisite principal amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Program Document, Notes owned by the Issuer, any other obligor upon the Notes or any Affiliate thereof shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that the Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes or any Affiliate thereof.

“Outstanding Amount” means the aggregate principal amount of all Notes, or Class of Notes, as applicable, Outstanding at the date of determination.

“Payment Date” means the                  (    ^th) day of each month, or, if such day is not a Business Day, the immediately following Business Day, commencing on             , 20    .

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

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“Predecessor Note” means with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

[“Pre-Funding Account” has the meaning set forth in Section 2.3(g) of the 20    -     Servicing Supplement.

“Pre-Funding Period” means the period commencing on the Closing Date and ending on the earlier of (i)             , 20     and (ii) the first date on which all amounts on deposit in the Pre-Funding Account have been utilized in connection with Allocations.]

“Principal Distributable Amount” means, with respect to any Payment Date, the amount, if any, equal to the difference of (1) the Aggregate Securitization Value at the close of business on the last day of the prior Collection Period, minus (2) the Aggregate Securitization Value at the close of business on the last day of the related Collection Period[, and (ii) following the acceleration of the Notes pursuant to Section 5.2 of the Indenture, the amount of money or property collected pursuant to Section 5.4 of the Indenture since the preceding Deposit Date by the Trustee for distribution pursuant to Section 5.7 of the Indenture].

“Pro Forma Note Balance” means, with respect to any Payment Date, the aggregate remaining principal amount of the Notes outstanding on such Payment Date, after giving effect to distributions pursuant to clauses (i) through (__) of Section 8.3(a) of the Indenture.

“Program Documents” means the Indenture, the Underwriting Agreement, the Issuer Trust Agreement, the Administration Agreement, the Certificate of Trust, the 20    -     Exchange Note Sale Agreement, the 20    -     Exchange Note Transfer Agreement, the Titling Trust Agreement, the 20    -     Exchange Note Supplement, the Credit and Security Agreement, the Basic Servicing Agreement, the 20    -     Servicing Supplement, the 20    -     Asset Representations Review Agreement, [the Hedge Agreement,] the Depositor Certificate of Formation, APGO’s trust agreement, the Depositor LLC Agreement and the Depositor Administration Agreement.

“Prohibited Transaction Class Exemption” means U.S. Department of Labor prohibited transaction class exemption 84-14, 90-1, 91-38, 95-60 or 96-23, or any similar prohibited transaction class exemption issued by the U.S. Department of Labor.

“Protected Purchaser” means a protected purchaser within the meaning of Section 8-303 of the UCC of the Notes.

“Rating Agency” means each of                      and                      so long as such Persons maintain a rating on the Notes; and if any of                      and                      no longer maintains a rating on the Notes, such other nationally recognized statistical rating organization engaged by the Depositor.

“Rating Agency Condition” means, with respect to any action, that each Rating Agency shall have been given 10 days (or such shorter period as shall be acceptable to each Rating Agency) prior notice thereof by GM Financial and that such Rating Agency has not notified the

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Depositor, the Servicer, the Indenture Trustee, the Issuer Owner Trustee or the Issuer in writing that such action will result in a reduction or withdrawal of the then current rating of any Class of Notes.

“Redemption Date” means in the case of a redemption of the Notes pursuant to Section 10.1 of the Indenture, the Payment Date specified by the Administrator or the Issuer pursuant to Section 10.1 of the Indenture.

“Redemption Price” means in connection with a redemption of the Notes pursuant to Section 10.1 of the Indenture, an amount equal to the sum of the Note Principal Balance plus accrued and unpaid interest thereon to and excluding the Redemption Date.

“Regulation AB” means Subpart 229.1100- Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission in the adopting releases (Asset-Backed Securities, Securities Act Release No. 33-8518.70 Fed. Reg. 1,506,1,531 (January 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (September 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Representatives” means                     ,                     ,                      and                     , in each case, as a representative of the underwriters set forth in the Underwriting Agreement.

“Repurchase Payment” means, with respect to any 20    -     Lease Agreement that is to be purchased by the Servicer pursuant to Section 2.6 of the Basic Servicing Agreement or reallocated from the 20    -     Designated Pool to the Lending Facility Pool in accordance with the 20    -     Servicing Supplement due to the breach of any representation, warranty or covenant under the 20    -     Servicing Supplement, the difference of (i) the Securitization Value of such 20    -     Lease Agreement as of the end of the Collection Period in which (a) the cure period ended with respect to Section 2.6(b) of the Basic Servicing Agreement or Section 2.5 of the 20    -     Servicing Supplement, as applicable or (b) the Servicer discovers or receives notice of such change with respect to Section 2.6(c) of the Basic Servicing Agreement, minus (ii) any Monthly Payments received by the Servicer from the related Lessee as of the date of purchase or reallocation by the Servicer that were not yet due from the Lessee as of such date.

“Required Noteholders” means Holders of Outstanding Notes evidencing more than 66 2/3% of the principal balance of the most senior Class of Notes Outstanding.

“Required Pro Forma Note Balance” means, with respect to any Payment Date, [(i) on or prior to the payment in full of the Class A-2 Notes, a dollar amount equal to the difference of (a) the Aggregate Securitization Value as of the end of the related Collection Period, minus (b)     % of the Aggregate Securitization Value as of the Cutoff Date, and (ii) after the payment date on which the Class A-2 Notes have been paid in full, a dollar amount equal to the difference of (x) the Aggregate Securitization Value as of the end of the related Collection Period, minus (y)     % of the Aggregate Securitization Value as of the Cutoff Date provided that, if no Class A-2-B Notes are issued, the “Required Pro Forma Note Balance” will mean, for any payment date, a dollar amount equal to the difference of (i) the Aggregate Securitization Value at the close of

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business on the last day of the related collection period minus (ii)     % of the initial Aggregate Securitization Value][a dollar amount equal to the difference of (i) the Aggregate Securitization Value as of the end of the related Collection Period, minus (ii)     % of the Aggregate Securitization Value as of the Cutoff Date; provided, that, if the resulting value is less than $0, the “Required Pro Forma Note Balance” will be deemed to equal $0].

“Reserve Account” means the account designated as such, established and maintained pursuant to Section 2.3(d) of the 20    -     Servicing Supplement.

“Reserve Account Required Amount” means, with respect to any Payment Date, the lesser of (i) the excess of (A) the Specified Reserve Balance, over (B) the amount on deposit in the Reserve Account on such Payment Date, after taking into account the amount of any Reserve Account Withdrawal Amount on such Payment Date, and (ii) the amount remaining in the Indenture Collections Account after taking into account the distributions therefrom described in clauses (i) through (    ) of Section 8.3(a) of the Indenture.

“Reserve Account Redemption Date” means the first Payment Date on which the sum of (i) Available Funds for such Payment Date, plus (ii) the amount on deposit in the Reserve Account immediately prior to such Payment Date, is greater than the sum of all amounts due on that Payment Date pursuant to clauses (i) through (    ) and clause (    ) of Section 8.3(a) of the Indenture (calculated assuming the total outstanding principal amount of each Class of Notes then Outstanding is due and payable pursuant to the definition of Noteholders’ Principal Distributable Amount).

“Reserve Account Withdrawal Amount” means, with respect to any Payment Date, the lesser of (x) any shortfall in the amount of Available Funds available to pay the amounts specified in clauses (i) through (__) of Section 8.3 of the Indenture (taking into account application of Available Funds to the priority of payments specified in Section 8.3 of the Indenture and ignoring any provision thereof which otherwise limits the amounts described in such clauses to the amount of funds available)[; provided, that the amount calculated pursuant to this clause (x) shall be reduced by the amount of any such shortfall that would be payable to GM Financial or any Affiliate thereof] and (y) the amount on deposit in the Reserve Account on such Payment Date prior to application of amounts on deposit therein pursuant to Section 8.3 of the Indenture; provided, that on the Reserve Account Redemption Date the Reserve Account Withdrawal Amount will equal the entire amount on deposit in the Reserve Account.

“Retained Interest” has the meaning set forth in Section 3.17 of the 20    -     Servicing Supplement.

[“Revolving Account” has the meaning set forth in Section 2.3(f) of the 20    -     Servicing Supplement.]

[“Revolving Period” means the period commencing on the 20    -     Closing Date and ending on the earlier of (i) the Payment Date occurring in             , 20     or (ii) the date on which an Early Amortization Event occurs (prior to taking into consideration any distributions on that date, if such date is a Payment Date).]

“S&P” means S&P Global Ratings, or its successor.

A1-19

“Schedule of 20    -     Lease Agreements and 20    -     Leased Vehicles” means [the schedule of Lease Agreements and Leased Vehicles leased under those Lease Agreements attached as Schedule A to the 20    -     Exchange Note Supplement]/[each schedule of Lease Agreements and Leased Vehicles leased under those Lease Agreements delivered from time to time by the Servicer to the Indenture Trustee as an attachment to an Allocation Notice delivered pursuant to Section          of the 20    -     Servicing Supplement], which shall set forth certain information with respect to each 20    -     Lease Agreement as of the [applicable] Cutoff Date.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Intermediary” has the meaning set forth in Section 2.3[(g)]/[(h)] of the 20    -     Servicing Supplement.

“Securitization Value” means, on any date of determination, with respect to any 20    -     Lease Agreement that is not a Defaulted Lease, a Liquidated Lease, a Terminated Lease or a Matured Lease, the sum of: (i) the present values, as of the last day of the immediately preceding Collection Period, of each remaining Monthly Payment due under such 20    -     Lease Agreement as of such day, discounted from the last day of the Collection Period in which such Monthly Payment is due (or, in the case of a delinquent Monthly Payment, from the last day of the Collection Period in which the next Monthly Payment is due) to such day, at a rate equal to the Discount Rate applicable on such date of determination with respect to such 20    -     Lease Agreement, in each case, computed on the basis of the assumption that each Collection Period is thirty (30) days, plus (ii) the present value of the Base Residual Value with respect to such 20    -     Lease Agreement, as of the last day of the immediately preceding Collection Period, discounted from the last day of the Collection Period in which the Maturity Date with respect to such 20    -     Lease Agreement is scheduled to occur to such day, at a rate equal to the Discount Rate applicable on such date of determination with respect to such 20    -     Lease Agreement, in each case, computed on the basis of the assumption that each Collection Period is thirty (30) days. The Securitization Value of a Defaulted Lease will be reduced to zero at the close of business on the last day of the Collection Period in which it becomes a Defaulted Lease; the Securitization Value of a Liquidated Lease will be reduced to zero at the close of business on the last day of the Collection Period in which it becomes a Liquidated Lease; the Securitization Value of a Terminated Lease will be the Base Residual Value from and after the time it becomes a Terminated Lease and prior to the time it becomes a Liquidated Lease; and the Securitization Value of a Matured Lease will be the Base Residual Value from and after the time it becomes a Matured Lease and prior to the time it becomes a Liquidated Lease.

“Servicer Default” has the meaning set forth in Section 2.11(a) of the 20    -     Servicing Supplement.

“Servicer Report” means the monthly report prepared by the Servicer pursuant to the 20    -     Servicing Supplement containing the information listed on Exhibit A thereto.

“Servicing Fee Rate” means     % per annum.

“Similar Law” has the meaning specified in Section 2.4 of the Indenture.

A1-20

[“SOFR” means, for any Interest Accrual Period, the following rate, as determined by the Calculation Agent:

(a) the compounded average of the secured overnight financing rate over a rolling 30-calendar day period, as such rate is published by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website under “[30-Day Average SOFR]” at 3:00 p.m., New York time, on the SOFR Determination Date; and

(b) if the rate does not appear on the Federal Reserve Bank of New York’s Website, the rate that was published at 3:00 p.m., New York time, on the first preceding SOFR Determination Date for which such rate was published on the Federal Reserve Bank of New York’s Website under “[30-Day Average SOFR].”]

[“SOFR Business Day” means a business day determined in accordance with the SOFR publication calendar of the Federal Reserve Bank of New York.]

[“SOFR Determination Date” means the date that is two (2) SOFR Business Days before the first day of the applicable Interest Accrual Period.]

“Specified Reserve Balance” means, $        .

“STAMP” has the meaning specified in Section 2.4 of the Indenture.

“State” means any one of the fifty states of the United States of America or the District of Columbia.

“Statutory Exemption” means the statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code.

[“Swap Account” has the meaning specified in Section 2.3(i) of the 20    -     Servicing Supplement.]

[“Swap Collateral” has the meaning specified in the granting clause of the 20    -     Indenture.]

[“Swap Termination Payment” means payments due to the applicable Hedge Provider by the Issuer, including interest that may accrue thereon, under the applicable Hedge Agreement in the form of a swap agreement due to a termination of the applicable Hedge Agreement due to the occurrence of an “event of default” or a “termination event” under the applicable Hedge Agreement.]

“Termination Date” means the date on which the Indenture Trustee shall have received payment and performance of all Obligations.

“Total Available Funds” has the meaning set forth in Section 8.3 of the Indenture.

A1-21

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as in force on the date hereof, unless otherwise specifically provided.

“Trust Officer” means in the case of the Indenture Trustee, any Officer within the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Underwriting Agreement” means the Underwriting Agreement, dated as of             , 20    , as the same may be amended, restated, supplemented or otherwise modified from time to time, among GM Financial, the Depositor and the Representatives.

A1-22

EXHIBIT X

ELIGIBLE COLLATERAL ASSETS CRITERIA

(1)      Origination. The 20    -     Lease Agreement [(a)] was originated in the United States by the Titling Trust or a Dealer in the ordinary course of business and in accordance with GM Financial’s underwriting guidelines for lease agreements, and, in the case of a 20    -     Lease Agreement originated by a Dealer, pursuant to a Dealer Agreement which allows for recourse to the Dealer in the event of certain defects in the 20    -     Lease Agreement (but not for a default by the related Lessee), and [(b) was not originated under a master lease contract].

(2)      Good Title. The Titling Trust has good title, or the Servicer has commenced procedures that will result in good title, to each 20    -     Lease Agreement and each 20    -     Leased Vehicle, free and clear of any Liens (other than the Liens in favor of the Collateral Agent granted in accordance with the Credit and Security Agreement); and the Collateral Agent has a security interest in each 20    -     Lease Agreement and the related 20    -     Leased Vehicle which was validly created and is a perfected, first priority security interest, and is noted as lienholder on the related Certificate of Title.

(3)      Compliance with Law. Each 20    -     Lease Agreement complied in all material respects at the time it was originated, and as of the date of the 20    -     Servicing Supplement will comply in all material respects, with all requirements of federal, State and local laws.

(4)      Necessary Licenses and Approvals. All material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the originator of such 20    -     Lease Agreement in connection with (a) the origination or acquisition of such 20    -     Lease Agreement, (b) the execution, delivery and performance of such 20    -     Lease Agreement by the Titling Trust, and (c) the acquisition of such 20    -     Lease Agreement and the related 20    -     Leased Vehicle by the Titling Trust, were duly obtained, effected or given and were in full force and effect as of such date of creation or acquisition.

(5)      Binding Obligation. The 20    -     Lease Agreement and all related Lease Documents were fully and properly executed by the parties thereto and such 20    -     Lease Agreement represents the legal, valid and binding full-recourse payment obligation of the related Lessee, enforceable against such Lessee in accordance with its terms, except as enforceability is subject to or limited by bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and other similar laws affecting the enforcement of creditors’ rights in general or principles of equity (whether considered in a suit at law or in equity).

(6)      No Defenses. The 20    -     Lease Agreement is not subject, to the best of the Seller’s and Servicer’s knowledge, to any right of rescission, cancellation, setoff, claim, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the related Lessee to payment of the amounts due thereunder, and no such right of rescission, cancellation, setoff, claim, counterclaim or any other defense (including defenses arising out of violations of usury laws) has been asserted or threatened.

(7)      Satisfaction of Obligations. Each of GM Financial, the Titling Trust and, to the

Ex. X-1

best of the Seller’s and Servicer’s knowledge, the Dealer which originated the 20    -     Lease Agreement, if any, has satisfied all respective obligations required to be fulfilled on its part with respect to such 20    -     Lease Agreement and the related 20    -     Leased Vehicle.

(8)      U.S. Dollars. The 20    -     Lease Agreement is payable solely in Dollars in the United States.

(9)      No Government Obligors. The related Lessee is a Person other than GM Financial, any Affiliate or employee thereof or a Governmental Authority and at the time of origination of the 20    -     Lease Agreement, based on information provided by the Lessee, the Lessee is located in and has a billing address within the United States.

(10)      No Bankrupt Lessees. As of the Cutoff Date, the related Lessee has not been identified on the records of GM Financial as being the subject of a current bankruptcy proceeding.

(11)      Insurance. The 20    -     Lease Agreement requires the Lessee thereunder to maintain (a) physical damage and liability insurance covering the related 20    -     Leased Vehicle, and (b) insurance against loss and damage due to fire, theft, transportation, collision and other risks generally covered by comprehensive and collision coverage.

(12)      Security Interest in Financed Vehicle. The related 20    -     Leased Vehicle is titled in the name of a Titling Trust Permissible Name and the Collateral Agent is listed as the recorded lienholder or recorded holder of a security interest in such 20    -     Leased Vehicle, or the Servicer has commenced procedures that will result in such 20    -     Leased Vehicle being titled in the name of a Titling Trust Permissible Name and the Collateral Agent being listed as recorded lienholder or recorded holder of a security interest in such 20    -     Leased Vehicle.

(13)      Simple Interest. The 20    -     Lease Agreement is a [closed-end] lease that provides for equal monthly payments by the Lessee, which scheduled payments, if made when due, fully amortize the net capitalized cost of such 20    -     Lease Agreement to the Contract Residual Value by the end of the Lease Term, based on the related APR.

(14)      Lawful Assignment. The 20    -     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.

(15)      No Material Amendments or Modifications. The 20    -     Lease Agreement has not been modified in any way except in accordance with the Customary Servicing Practices.

(16)      No Default. As of the Cutoff Date, the 20    -     Lease Agreement is not a Liquidated Lease, a Defaulted Lease or a Delinquent Lease and, except as permitted in this paragraph, to the best of the Seller’s and Servicer’s knowledge, no default, breach, violation or event permitting acceleration under its terms has occurred; and to the best of the Seller’s and Servicer’s knowledge, no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under its terms has arisen; and GM Financial has not waived, and shall not waive, any of the foregoing.

Ex. X-2

(17)      Vehicle. The related 20    -     Leased Vehicle is a car, light truck or utility vehicle [manufactured by General Motors Company or an Affiliate thereof].

(18)      Chattel Paper. The 20    -     Lease Agreement constitutes “tangible chattel paper” or “electronic chattel paper” within the meaning of the UCC.

(19)      Leases in Force. The 20    -     Lease Agreement is in full force and effect and, to the best of the Seller’s and the Servicer’s knowledge, has not been satisfied, subordinated, rescinded, cancelled or terminated.

(20)      Schedule of Leases. The 20    -     Lease Agreement has been identified in the Schedule of 20    -     Lease Agreements and 20    -     Leased Vehicles and such Schedule of 20    -     Lease Agreements and 20    -     Leased Vehicles is accurate in all material respects and the 20    -     Lease Agreement has not been allocated to any other Designated Pool.

(21)      Maturity Date. At origination the Maturity Date with respect to the 20    -     Lease Agreement was not less than                      (    ) months or more than                      (    ) months after the date of origination.

(22)      Securitization Value. As of the 20    -     Cutoff Date, each 20    -     Lease Agreement had a Securitization Value not less than $         and no more than $        .

(23)      One Original. With respect to any 20    -     Lease Agreement that constitutes “electronic chattel paper” under the UCC, (a) a single electronically authenticated authoritative copy (within the meaning of the UCC) of the 20    -     Lease Agreement is continuously maintained by the Servicer, and (b) the Servicer is able (1) to transfer the electronically authenticated authoritative copy of the related 20    -     Lease Agreement to a separate electronic vault at the related econtracting facilitator that is controlled by the applicable Successor Servicer or to an electronic vault at the applicable Successor Servicer, or (2) to export the electronically authenticated authoritative copy from the electronic vault and deliver a physical copy of the exported 20    -     Lease Agreement to the successor Servicer.

Ex. X-3

EX-5.1

EXHIBIT 5.1

575 Madison Avenue

New York, NY 10022-2585

+1.212.940.8800 tel

katten.com

December 21, 2021

GMF Leasing LLC

ACAR Leasing Ltd.

c/o AmeriCredit Financial Services, Inc.

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Re:    Registration Statement on Form SF-3

Ladies and Gentlemen:

We have acted as special counsel to GMF Leasing LLC, a Delaware limited liability company (the “Depositor”), and ACAR Leasing Ltd., a Delaware statutory trust (the “Titling Trust” and, together with the Depositor, the “Registrants”), in connection with a Registration Statement on Form SF-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), in connection with Asset Backed Securities (the “Notes”) which the Depositor plans to offer. As described in the Registration Statement, the Notes will be issued from time to time in series, with each series to be issued by a Delaware statutory trust (each, a “Trust”) to be formed by the Depositor under a trust agreement (each, a “Trust Agreement”) between the Depositor and an owner trustee named in the Trust Agreement (the “Owner Trustee”), and each series of Notes will be issued under and pursuant to an indenture (each, an “Indenture”) between the related Trust and an indenture trustee named in the Indenture (the “Indenture Trustee”). The principal collateral for each series of Notes will be an exchange note (each, an “Exchange Note”) that is issued by the Titling Trust pursuant to an exchange note supplement (each, an “Exchange Note Supplement”) to a credit and security agreement (the “Credit and Security Agreement”), each among the Titling Trust, AmeriCredit Financial Services, Inc., d/b/a/ GM Financial, as servicer, and Wells Fargo Bank, N.A., as administrative agent and collateral agent.

We generally are familiar with the proceedings taken or required to be taken in connection with the proposed authorization, issuance and sale of any series of Notes and each related Exchange Note, and have made investigations of law and have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all the documents and records of the Registrants and other instruments of the Registrants and other persons, as we have deemed appropriate as a basis for the opinions expressed below, including the Registration Statement and the form of Trust Agreement, the form of Indenture (including the form of Notes included as an

KATTEN MUCHIN ROSENMAN LLP

CENTURY CITY       CHARLOTTE       CHICAGO       DALLAS       LOS ANGELES

NEW YORK       ORANGE COUNTY       SHANGHAI       WASHINGTON, DC

A limited liability partnership including professional corporations

LONDON: KATTEN MUCHIN ROSENMAN UK LLP

GMF Leasing LLC

ACAR Leasing Ltd.

December 21, 2021

Page 2

exhibit to the Indenture), the form of Underwriting Agreement, the Credit and Security Agreement, the form of Exchange Note Supplement (including the form of Exchange Notes included as an exhibit to the Exchange Note Supplement) and the other transaction documents and forms of transaction documents attached as exhibits to the Registration Statement (collectively, the “Agreements”).

We express no opinion except as to matters that are governed by federal law, the laws of the State of New York, the Delaware Limited Liability Company Act or the Delaware Statutory Trust Act. All opinions expressed below are based on laws, regulations and policy guidelines currently in force and may be affected by future regulations.

Subject to the qualifications stated above, we are of the opinion that, for any series of Notes, when (a) the Indenture for the series of Notes has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Indenture for the series of Notes has been duly authorized by all necessary action and duly executed and delivered by all necessary parties for the series and (c) the Notes of the series have been duly executed and authenticated according to the provisions of the related Indenture and issued and sold as contemplated in the Registration Statement and the Agreements and delivered under Section 5 of the Act, the Notes will have been duly authorized by all necessary action of the related Trust and will be legally and validly issued, binding obligations of the Trust, fully paid and non-assessable, and the holders of the Notes will be entitled to the benefits of the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law. Furthermore, subject to the qualifications stated above, we are of the opinion that, for any Exchange Note, when (a) the Exchange Note Supplement for such Exchange Note has been duly authorized by all necessary action and duly executed and delivered by all necessary parties for the series and (b) the Exchange Note has been duly executed and authenticated according to the provisions of the Credit and Security Agreement and the related Exchange Note Supplement and is issued and sold as contemplated in the Registration Statement and the Agreements and delivered under Section 5 of the Act, such Exchange Note will have been duly authorized by all necessary action of the Titling Trust and will be legally and validly issued, binding obligations of the Titling Trust, fully paid and non-assessable, and the holders of the Exchange Note will be entitled to the benefits of the Credit and Security Agreement and the related Exchange Note Supplement, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to references to this firm as counsel to the Registrant in the Registration Statement, without implying or admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued under the Act, for any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Katten Muchin Rosenman LLP

EX-8.1

EXHIBIT 8.1

2900 K Street NW
North Tower - Suite 200

Washington, DC 20007-5118

+1.202.625.3500 tel

katten.com

December 21, 2021

GMF Leasing LLC

ACAR Leasing Ltd.

c/o AmeriCredit Financial Services, Inc.

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Re: Registration Statement on Form SF-3

Ladies and Gentlemen:

We have acted as special counsel to GMF Leasing LLC, a Delaware limited liability company (the “Depositor”), and ACAR Leasing Ltd., a Delaware statutory trust (the “Titling Trust” and, together with the Depositor, the “Registrants”), in connection with a Registration Statement on Form SF-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), in connection with the registration by the Depositor of Asset Backed Securities (the “Notes”). As described in the Registration Statement, the Notes will be issued from time to time in series, with each series to be issued by a Delaware statutory trust (each, a “Trust”) to be formed by the Depositor under a trust agreement (each, a “Trust Agreement”) between the Depositor and an owner trustee named in the Trust Agreement (the “Owner Trustee”), and each series to be issued under and pursuant to an indenture (each, an “Indenture”) between the related Trust and an indenture trustee and a trust collateral agent named in the Indenture (the “Indenture Trustee”). The Indenture and the Trust Agreement are referred to in this opinion as the “Agreements”.

We have examined the form of prospectus (the “Prospectus”) related to the Agreements contained in the Registration Statement and other documents, records and instruments as we have deemed necessary for the purposes of this opinion.

In arriving at the opinion expressed below, we have assumed that each Agreement will be duly authorized by all necessary corporate or limited liability company action on the part of the Registrants, the Indenture Trustee, the Owner Trustee and any other party to the Agreements for the series of Notes and will be duly executed and delivered by the Registrants, the Indenture Trustee, the Owner Trustee and any other party to the Agreements substantially in the applicable form filed or incorporated by reference as an exhibit to the Registration Statement, and that Notes will be sold as described in the Registration Statement. As to various questions of fact material to our opinions, we have relied, to the extent we deemed appropriate, on representations, statements and certificates of officers and representatives of the Registrants and others.

KATTEN MUCHIN ROSENMAN LLP

CENTURY CITY       CHARLOTTE       CHICAGO       DALLAS       LOS ANGELES

NEW YORK       ORANGE COUNTY       SHANGHAI       WASHINGTON, DC

A limited liability partnership including professional corporations

LONDON: KATTEN MUCHIN ROSENMAN UK LLP

GMF Leasing LLC

ACAR Leasing Ltd.

December 21, 2021

Page 2

As special tax counsel to the Registrants, we have advised the Registrants regarding material federal income tax aspects of the proposed issuance of each series of Notes under the related Agreements. This advice has formed the basis for the description of federal income tax consequences for holders of the Notes under the headings “Summary—Tax Considerations” and “Tax Considerations” in the Prospectus. We confirm and adopt as our opinion those opinions stated under these headings (in each case subject to the limitations stated in the Prospectus).

This opinion is based on the facts and circumstances in the Registration Statement and in the other documents reviewed by us. Our opinion as to the matters in this opinion could change for a particular series of Notes as a result of changes in facts or circumstances, changes in the terms of the documents reviewed by us, or changes in the law after the date of this opinion. Because the Prospectus contemplates series of Notes with different characteristics, you should be aware that the particular characteristics of each series of Notes must be considered in determining the applicability of this opinion to a particular series of Notes.

This opinion is based on our interpretations of current law, including the Internal Revenue Code of 1986, as amended, judicial decisions, administrative rulings and existing final and temporary Treasury regulations, which are subject to change both prospectively and retroactively, and on the facts and assumptions discussed in this opinion. This opinion letter is limited to the matters stated in this opinion, and no opinions are intended to be implied or may be inferred beyond those expressly stated in this opinion. In addition, our opinion is based on the assumption that the matter, if litigated, will be properly presented to the applicable court. Furthermore, our opinion is not binding on the Internal Revenue Service and there can be no assurance that the Internal Revenue Service will not take a contrary position.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to references to this firm as special tax counsel to the Registrants under the headings in the Prospectus stated above, without implying or admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued under the Act, for any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Katten Muchin Rosenman LLP

EX-10.1

EXHIBIT 10.1

GM FINANCIAL,

as Lender,

and

GMF LEASING LLC,

as Depositor

20    -     EXCHANGE NOTE SALE AGREEMENT

Dated as of             , 20    

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			2
SECTION 1.1.	Definitions		2
ARTICLE II TRANSFER OF THE CONVEYED ASSETS			2
SECTION 2.1.	Transfer of the Conveyed Assets		2
SECTION 2.2.	True Sale		3
SECTION 2.3.	Representations and Warranties of the Lender and the Depositor		4
SECTION 2.4.	Financing Statements and Books and Records		7
SECTION 2.5.	Affirmative Covenants of the Lender		7
SECTION 2.6.	Acceptance by the Depositor		8
ARTICLE III CONDITIONS			8
SECTION 3.1.	Conditions Precedent to Effectiveness of this Agreement		8
ARTICLE IV MISCELLANEOUS			9
SECTION 4.1.	Amendment		9
SECTION 4.2.	GOVERNING LAW		10
SECTION 4.3.	Severability		10
SECTION 4.4.	Binding Effect		10
SECTION 4.5.	Table of Contents and Headings		10
SECTION 4.6.	Counterparts and Consent to Do Business Electronically		10
SECTION 4.7.	Further Assurances		10
SECTION 4.8.	Third-Party Beneficiaries		10
SECTION 4.9.	No Petition		11
SECTION 4.10.	Limited Recourse		11
SECTION 4.11.	Subordination		11

i

20    -     EXCHANGE NOTE SALE AGREEMENT, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between AmeriCredit Financial Services, Inc. d/b/a GM Financial, a Delaware corporation (“GM Financial”), as Lender (in such capacity, the “Lender”), and GMF Leasing LLC, a Delaware limited liability company, as Depositor (the “Depositor”).

RECITALS

WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of January 31, 2011 (the “Titling Trust Agreement”), among APGO Trust, as Settlor, and [Owner Trustee], as Owner Trustee, Administrative Trustee and Delaware Trustee, the Titling Trust (the “Titling Trust”) was continued to, among other things, take assignments and conveyances of and hold in trust various assets (the “Trust Assets”);

WHEREAS, pursuant to a Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Titling Trust, the Lender and [Administrative Agent], as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”), the Lender has agreed to lend money to the Titling Trust from time to time to acquire Trust Assets and the Lender is entitled, from time to time thereunder, to request that the Titling Trust issue, execute and deliver Exchange Notes to the Lender representing a portion of the debt incurred by the Titling Trust thereunder;

WHEREAS, pursuant to the Credit and Security Agreement and the 20    -     Exchange Note Supplement, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “20    -     Exchange Note Supplement”), among the parties to the Credit and Security Agreement, the Titling Trust has so issued, executed and delivered to the Lender such an Exchange Note (the “20    -     Exchange Note”);

WHEREAS, pursuant to (i) a Third Amended and Restated Servicing Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Basic Servicing Agreement”), among the Titling Trust, GM Financial, as the Servicer (in such capacity, the “Servicer”) and the Lender, and the Collateral Agent, the Servicer has agreed to perform certain servicing duties with respect to the Trust Assets, and (ii) a 20    -     Servicing Supplement, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “20    -     Servicing Supplement”), among the Titling Trust, the Servicer, the Lender, the Collateral Agent and [Indenture Trustee], as Indenture Trustee, the Servicer has agreed to perform certain additional and/or revised servicing duties with respect to those Trust Assets comprising the 20    -     Designated Pool relating to the 20    -     Exchange Note;

WHEREAS, the Lender and the Depositor desire to provide for the transfer and assignment by the Lender to the Depositor, without recourse, of all of the Lender’s right, title and interest in the Conveyed Assets (as defined below); and

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WHEREAS, immediately after the transfer and assignment of the Conveyed Assets to the Depositor pursuant to this Agreement, the Depositor shall transfer and assign all of its right, title and interest in the Conveyed Assets and this Agreement to GM Financial Automobile Leasing Trust 20    -     (the “Issuer”), pursuant to the 20    -     Exchange Note Transfer Agreement, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “20    -     Exchange Note Transfer Agreement”), between the Depositor and the Issuer.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.      Definitions. Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings assigned to them in Appendix 1 to the 20    -     Exchange Note Supplement or, if not defined therein, in Appendix A to the Credit and Security Agreement.

ARTICLE II

TRANSFER OF THE CONVEYED ASSETS

SECTION 2.1.      Transfer of the Conveyed Assets.

(a)      Effective as of the 20    -     Closing Date and immediately before the transactions contemplated by the 20    -     Exchange Note Transfer Agreement, the Lender sells and assigns to the Depositor, without recourse, all right, title and interest of the Lender, whether now owned or hereunder acquired, in the following “Conveyed Assets”:

(i)        the 20    -     Exchange Note;

(ii)       all of the Lender’s rights and benefits, as Exchange Noteholder of the 20    -     Exchange Note under the 20    -     Exchange Note, the Credit and Security Agreement, the 20    -     Exchange Note Supplement and the 20    -     Servicing Agreement; and

(iii)      all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property and other property consisting of, arising from or relating to the foregoing.

(b)      In consideration for the Conveyed Assets, the Depositor will pay to the Lender an amount equal to the net proceeds of the sale of the Notes in cash by federal wire transfer on the 20    -     Closing Date. The Depositor and the Lender each represents and warrants to the other that the amount of cash paid by the Depositor, together with the increase in the value in the Lender’s capital in the Depositor, is equal to the fair market value of the Conveyed Assets.

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(c)      The sale, transfer, assignment and conveyance of the Conveyed Assets pursuant to this Agreement is without recourse, and the Lender does not guarantee payment on the 20    -     Exchange Note or collection of any underlying asset included in the 20    -     Designated Pool.

SECTION 2.2.      True Sale.

(a)      The parties hereto intend that the sale, transfer, assignment and conveyance of the Conveyed Assets hereunder constitutes a true sale and assignment of the Conveyed Assets such that any interest in and title to the Conveyed Assets would not be property of the Lender’s estate in the event the Lender becomes a debtor in a case under any Insolvency Law. To the extent that the conveyance of any Conveyed Asset hereunder is characterized by a court or similar Governmental Authority as a financing (a “Recharacterization”), it is intended by the Lender and the Depositor that the interest conveyed constitute a grant of a first priority perfected security interest under the UCC as in effect in the State of New York by the Lender to the Depositor to secure the payment of the sale price of the Conveyed Assets to the Lender. The Lender does hereby grant to the Depositor a security interest in all of its rights, title and privileges and interest, whether now owned or existing or hereafter acquired or arising, in the Conveyed Assets and the parties hereto agree that this Agreement constitutes a “security agreement” under all applicable law. In the case of any Recharacterization, each of the Depositor and the Lender represents and warrants as to itself that each remittance of 20    -     Exchange Note Collections made to the Depositor will have been (i) in payment of a debt incurred by the Lender in the ordinary course of business or financial affairs of the Lender and the Depositor, and (ii) made in the ordinary course of business or financial affairs of the Lender and the Depositor.

(b)      The Lender makes the following representations and warranties to the Depositor in the event that, notwithstanding the express intent of the parties, the sale, transfer, assignment and conveyance of the Conveyed Assets hereunder is not a true sale and assignment of the Conveyed Assets to the Depositor. The representations and warranties speak as of the 20    -     Closing Date and shall survive the sale of the Conveyed Assets to the Depositor hereunder, the transfer of the Conveyed Assets to the Issuer pursuant to the 20    -     Exchange Note Transfer Agreement and the pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture.

(i)       This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Conveyed Assets in favor of the Depositor, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Lender.

(ii)      The 20    -     Exchange Note constitutes a “certificated security” within the meaning of the relevant UCC.

(iii)     The Lender has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the Depositor’s security interest in the Conveyed Assets.

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(iv)      Other than the security interest granted to the Depositor pursuant to this Agreement, the Lender has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Conveyed Assets. The Lender has not authorized the filing of and is not aware of any financing statements against the Lender that include a description of collateral covering the Conveyed Assets other than any financing statement relating to the security interest granted to the Depositor hereunder or that has been terminated. The Lender is not aware of any judgment or tax lien filings against it.

SECTION 2.3.      Representations and Warranties of the Lender and the Depositor.

(a)      The Lender hereby represents and warrants to the Depositor as of the 20    -     Closing Date that:

(i)       Organization and Good Standing. The Lender is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and sell the Conveyed Assets.

(ii)      Due Qualification. The Lender is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification could not reasonably be expected to have a material adverse effect with respect to the Lender.

(iii)      Power and Authority. The Lender has the power and authority to execute and deliver this Agreement, and all other Program Documents to which it is a party, and to carry out their respective terms; and the execution, delivery and performance of this Agreement and all other Program Documents to which it is a party have been or will be duly authorized by the Lender by all necessary action.

(iv)      Binding Obligation. Each of this Agreement and all other Program Documents to which the Lender is a party constitutes a legal, valid and binding obligation of the Lender, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(v)      No Violation. The execution, delivery and performance by the Lender of this Agreement and all other Program Documents to which it is a party will not violate any Requirement of Law or Contractual Obligation applicable to the Lender, and will not, except as otherwise provided herein, result in, or require, the creation or imposition of any Lien on any of its property, assets or revenues pursuant to any such Requirement of Law or Contractual Obligation, except as contemplated by the Program Documents.

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(vi)       No Proceedings. There are no proceedings or investigations pending or, to the best of its knowledge, threatened before any court, arbitrator or other Governmental Authority having jurisdiction over the Lender or any of its properties which could reasonably be expected to have a material adverse effect with respect to the Lender.

(vii)       No Consent. Except as expressly contemplated by the Program Documents, no consent or authorization of, filing with, or other act by or in respect of, any Governmental Authority or any other Person is required in connection with its execution, delivery or performance or the validity or enforceability against the Lender of the Program Documents.

(viii)     No Default. The Lender is not in default in any material respect under or with respect to any of its Contractual Obligations.

(ix)       Compliance with Law. The Lender has complied in all material respects with all Requirements of Law.

(x)        Title to Conveyed Assets. Immediately prior to the transfer of the Conveyed Assets pursuant to this Agreement, the Lender (A) is the true and lawful owner of the Conveyed Assets and has the legal right to transfer the Conveyed Assets, (B) has good and valid title to the Conveyed Assets and the Conveyed Assets are on such date free and clear of all Liens and (C) will convey good, valid and indefeasible title to the Conveyed Assets to the Depositor under this Agreement.

(xi)       Investment Company Act. The Lender is not an “investment company” within the meaning of the Investment Company Act of 1940.

(xii)      Solvency of the Lender. The Lender is, and after giving effect to the transactions contemplated to occur on such date, will be, Solvent and is not the subject of any Insolvency Event.

(xiii)     Tax Returns. The Lender has filed or caused to be filed all tax returns which are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and has paid or properly accrued and provided for payment at such time as is required or permitted all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any of the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books and records of the Lender); no tax Lien has been filed and, to the knowledge of the Lender, no claim is being asserted with respect to any such tax, fee or other charge.

(b)      The Depositor hereby represents and warrants to the Lender as of the 20    -     Closing Date that:

(i)          Organization and Good Standing. The Depositor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, and has power and authority to own its properties and to conduct its

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business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and pledge the Conveyed Assets.

(ii)        Due Qualification. The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification could not reasonably be expected to have a material adverse effect with respect to the Depositor.

(iii)       Power and Authority. The Depositor has the power and authority to execute and deliver this Agreement and all other Program Documents to which it is a party and to carry out its terms; and the execution, delivery and performance of this Agreement and all other Program Documents to which it is a party have been duly authorized by the Depositor by all necessary action.

(iv)       Binding Obligation. Each of this Agreement and all other Program Documents to which the Depositor is a party constitutes a legal, valid and binding obligation of the Depositor, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(v)        No Violation. The execution, delivery and performance by the Depositor of this Agreement and all other Program Documents to which it is a party will not violate any Requirement of Law or Contractual Obligation applicable to the Depositor, and will not, except as otherwise provided herein, result in, or require, the creation or imposition of any Lien on any of its property, assets or revenues pursuant to any such Requirement of Law or Contractual Obligation.

(vi)       No Proceedings. There are no proceedings or investigations pending or, to the best of its knowledge, threatened before any court, arbitrator or other Governmental Authority having jurisdiction over the Depositor or any of its properties which could reasonably be expected to have a material adverse effect with respect to the Depositor.

(vii)       No Consent. Except as expressly contemplated by the Program Documents, no consent or authorization of, filing with, or other act by or in respect of, any Governmental Authority or any other Person is required in connection with its execution, delivery or performance or the validity or enforceability against the Depositor of the Program Documents.

(viii)     No Default. The Depositor is not in default in any material respect under or with respect to any of its Contractual Obligations.

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(ix)      Compliance with Law. The Depositor has complied in all material respects with all Requirements of Law.

(c)      The representations and warranties set forth in this Section shall survive the transfer, sale, assignment and conveyance of the Conveyed Assets by the Lender to the Depositor hereunder, the transfer, sale, assignment and conveyance of the Conveyed Assets by the Depositor to the Issuer pursuant to the 20    -     Exchange Note Transfer Agreement and the pledge of the Conveyed Assets by the Issuer to the Indenture Trustee pursuant to the Indenture. Upon discovery by the Lender or the Depositor of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other, the Noteholders and the Indenture Trustee. In addition to the foregoing, the Depositor shall comply with the obligations set forth in Section 2.5(b) of the Servicing Supplement.

SECTION 2.4.      Financing Statements and Books and Records.

(a)      In connection with the conveyance of the Conveyed Assets hereunder, the Lender agrees that on or prior to the 20    -     Closing Date, it will deliver at the direction of the Lender to the Depositor, with all requisite endorsements, the 20    -     Exchange Note and will file, at its own expense, one or more financing statements with respect to the Conveyed Assets meeting the requirements of applicable State law in such manner as necessary to perfect the transfer of the Conveyed Assets to the Lender, and the proceeds thereof (and any continuation statements as are required by applicable State law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Depositor in due course), as soon as is practicable after receipt by the Lender thereof.

(b)      The Lender further agrees that it will treat the transfer of the Conveyed Assets as a sale for accounting purposes, take no actions inconsistent with the Depositor’s ownership of the assets sold to the Depositor pursuant to Section 2.1 hereof and on or prior to the 20    -     Closing Date indicate on its books, records and statements that the 20    -     Exchange has been sold to the Depositor.

SECTION 2.5.      Affirmative Covenants of the Lender. Until the date on which all Issuer Obligations are paid in full, the Lender shall:

(a)      Preservation of Existence. Preserve, renew and keep in full force and effect its existence and good standing and take all necessary action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business and comply with all Contractual Obligations, including, without limitation, all its obligations under the Program Documents, and all Requirements of Law.

(b)      Payment of Taxes. File (or cause to be filed on its behalf as a member of a consolidated group) all tax returns required by law to be filed by it and pay all taxes, assessments and governmental charges shown to be owing by it, except for any such taxes, assessments or charges which are not yet delinquent or are being diligently contested in good faith by

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appropriate proceedings, for which adequate reserves in accordance with GAAP shall have been set aside on its books and that have not given rise to any Liens.

(c)      Books and Records. Keep proper books and records of account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and, at its expense, shall permit representatives or designees of the Indenture Trustee, the Owner Trustee or any Noteholder or their duly authorized attorneys or auditors to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, directors, employees and independent public accountants, all at such reasonable times upon reasonable notice and as often as may reasonably be requested.

(d)      Maintenance of Separate Existence. Do all things necessary to remain readily distinguishable from the Depositor and maintain its corporate existence separate and apart from that of the Depositor, including maintaining in place all policies and procedures and taking all action, described in the factual assumptions set forth in the opinion letter of Katten Muchin Rosenman LLP, dated             , 20     addressing the issues of substantive consolidation as they may relate to the Titling Trust, the Depositor and the Issuer on the one hand and the Lender on the other hand.

SECTION 2.6.      Acceptance by the Depositor. The Depositor agrees to comply with all covenants and restrictions applicable to an Exchange Noteholder of the 20    -     Exchange Note, whether set forth in the 20    -     Exchange Note, in the Credit and Security Agreement, in the 20    -     Exchange Note Supplement or otherwise, and assumes all obligations and liabilities, if any, associated therewith.

ARTICLE III

CONDITIONS

SECTION 3.1.      Conditions Precedent to Effectiveness of this Agreement. The effectiveness of this Agreement and of the obligation of the Depositor to purchase, and of the Lender to sell, the Conveyed Assets in accordance with the terms hereof is subject to the satisfaction of the following conditions:

(a)      Agreement. The Depositor shall have received this Agreement, duly executed and delivered by the Lender.

(b)      20    -     Exchange Note Transfer Agreement. The Depositor shall have received the 20    -     Exchange Note Transfer Agreement, duly executed and delivered by the Issuer.

(c)      20    -     Exchange Note Supplement. The Depositor shall have received the 20    -     Exchange Note Supplement, duly executed and delivered by the parties thereto.

(d)      20    -     Servicing Agreement. The Depositor shall have received the 20    -     Servicing Agreement, duly executed and delivered by the parties thereto.

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(e)      Effective Date. All conditions set forth in Article III of the Note Purchase Agreement shall have been satisfied.

(f)      Certificate of Incorporation; Bylaws. The Depositor shall have received a true and complete copy of the certificate of incorporation and bylaws of the Lender, each certified as a true and correct copy by an Authorized Officer of GM Financial.

(g)      Resolutions. The Depositor shall have received copies of duly adopted resolutions of the Lender as in effect on the date hereof and in form and substance reasonably satisfactory to the Depositor, authorizing the execution, delivery and performance of this Agreement, the 20    -     Exchange Note Supplement and the 20    -     Servicing Agreement, the other documents to be delivered by the Lender hereunder and thereunder and the transactions contemplated hereby and thereby, certified by an Authorized Officer of GM Financial.

(h)      Lien Searches. The Depositor shall have received certified copies of requests for information or copies dated a date reasonably near the date hereof listing all effective financing statements which name the Lender (under its present name or any previous name) as transferor or debtor and which are filed in jurisdictions in which the filings were made pursuant to item (i) below and in any other jurisdictions that are necessary or appropriate, together with copies of such financing statements (none of which shall cover any 20    -     Lease Agreements or other 20    -     Exchange Note Assets, except any filing made in connection with a security interest granted under the Credit and Security Agreement), and tax and judgment lien searches showing no such liens that are not permitted by the Program Documents.

(i)       UCCs. The Depositor shall have received acknowledgement copies of proper financing statements (Form UCC-1), naming the Lender as the seller (debtor) of the Conveyed Assets and the Depositor as buyer (secured party) or other similar instruments or documents as may be necessary or in the opinion of the Depositor desirable under the UCC or any comparable law to perfect the Depositor’s interest in the Conveyed Assets and executed copies of proper financing statements (Form UCC-3), if any, necessary to release all security interests and other rights of any Person in the Conveyed Assets previously granted by the Lender.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1.      Amendment.

(a)      This Agreement may be amended by the parties hereto, with the prior written consent of the Indenture Trustee (acting at the direction of the Majority Noteholders).

(b)      The parties hereto acknowledge and agree that the right of the Indenture Trustee to consent to any amendment of this Agreement is subject to the terms and provisions of Section 3.7(g) of the Indenture and that any consent provided by the Indenture Trustee in violation of such terms and provisions shall be of no force or effect hereunder.

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SECTION 4.2.      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 4.3.      Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement, as applicable, and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions and terms of this Agreement.

SECTION 4.4.      Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

SECTION 4.5.      Table of Contents and Headings. The Table of Contents and Article and Section headings herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 4.6.      Counterparts and Consent to Do Business Electronically. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Agreement and any documents to be delivered in connection with this Agreement may be executed by means of an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Agreement and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

SECTION 4.7.      Further Assurances. Each party hereto shall do such acts, and execute and deliver to the other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder. For the avoidance of doubt, the parties hereto agree to take all necessary actions (including filing of financing statements in accordance with the relevant UCC) to maintain perfections with respect to the Conveyed Assets.

SECTION 4.8.      Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and each 20    -     Exchange Noteholder or pledgee of the 20    -     Exchange Note and each Noteholder who shall be considered third-party beneficiaries

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hereof. Except as otherwise provided in this Agreement, no other Person shall have any right or obligation hereunder.

SECTION 4.9.      No Petition. Each of the parties hereto, by entering into this Agreement, hereby covenants and agrees that it will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under any Insolvency Law for a period of one (1) year and one (1) day after the date upon which all the Notes and all other Issuer Obligations have been paid in full, against the Titling Trust or the Issuer.

SECTION 4.10.      Limited Recourse. Each of the parties hereto, by entering into this Agreement, agrees that any claim that the Lender or the Depositor may seek to enforce against each other is limited to the Conveyed Assets only and does not represent a claim against the assets of the Lender or the Depositor as a whole or any assets other than the Conveyed Assets.

SECTION 4.11.      Subordination.

(a)      The Lender and the Depositor agree that any claim that the Lender or the Depositor may seek to enforce at any time against any assets of the Lender or the Depositor other than the Conveyed Assets will be subordinate to payment in full of all other claims with respect to such other assets. However, this Section will not limit, subordinate or otherwise modify any claims against the Lender or the Depositor with respect to any right to indemnification or other obligation of the Lender or the Depositor relating to (i) the Conveyed Assets, (ii) any related credit enhancement, (iii) any transaction entered into in connection with the Conveyed Assets, (iv) any administrative services performed in connection with the Conveyed Assets, or (v) any obligation to any Person acting as a trustee or an administrator. The Depositor hereby releases all claims to the assets of the Titling Trust that are not allocated to the 20    -     Designated Pool, and, in the event that such release is not given effect, the Depositor hereby agrees to fully subordinate any claims it may have against such other assets of the Titling Trust.

(b)      The Lender agrees that any claim the Lender may seek to enforce against the Depositor or any of its assets will be subordinate to the payment in full of all obligations of the Depositor under the 20    -     Exchange Note Transfer Agreement and the Note Purchase Agreement.

(c)      The parties to this Agreement intend that Section 4.11(a) constitutes an enforceable subordination agreement under Section 510(a) of the Bankruptcy Code.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written.

AMERICREDIT FINANCIAL SERVICES, INC.

d/b/a GM FINANCIAL, as Lender

By:                                                                                

Name:

Title:

GMF LEASING LLC,

as Depositor

By:                                                                                

Name:

Title:

[Signature Page to the 20    -     Exchange Note Sale Agreement]

EX-10.2

EXHIBIT 10.2

GMF LEASING LLC,

as Transferor,

and

GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -    ,

as Transferee

20    -     EXCHANGE NOTE TRANSFER AGREEMENT

Dated as of             , 20    

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			2
SECTION 1.1.	Definitions		2
ARTICLE II TRANSFER OF THE TRANSFERRED ASSETS			2
SECTION 2.1.	Transfer of the Transferred Assets		2
SECTION 2.2.	True Sale		3
SECTION 2.3.	Representations and Warranties of the Transferor and the Transferee		4
SECTION 2.4.	Financing Statements and Books and Records		7
SECTION 2.5.	Covenants of the Transferor		7
SECTION 2.6.	Acceptance by the Transferee		8
ARTICLE III CONDITIONS			8
SECTION 3.1.	Conditions Precedent to Transfer		8
ARTICLE IV MISCELLANEOUS			9
SECTION 4.1.	Amendment		9
SECTION 4.2.	Governing Law		10
SECTION 4.3.	Severability		10
SECTION 4.4.	Binding Effect		10
SECTION 4.5.	Table of Contents and Headings		10
SECTION 4.6.	Counterparts and Consent to Do Business Electronically		10
SECTION 4.7.	Further Assurances		10
SECTION 4.8.	Third-Party Beneficiaries		11
SECTION 4.9.	No Petition		11
SECTION 4.10.	Limitation of Liability of Owner Trustee		11
SECTION 4.11.	Limited Recourse		11
SECTION 4.12.	Subordination		11

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20    -     EXCHANGE NOTE TRANSFER AGREEMENT, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between GMF Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and GM Financial Automobile Leasing Trust 20    -    , a Delaware statutory trust (the “Issuer”), as transferee (the “Transferee”).

RECITALS

WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of January 31, 2011 (the “Titling Trust Agreement”), among APGO Trust, as Settlor, and [Owner Trustee], as Owner Trustee, Administrative Trustee and Delaware Trustee, the Titling Trust (the “Titling Trust”) was continued to, among other things, take assignments and conveyances of and hold in trust various assets (the “Trust Assets”);

WHEREAS, pursuant to a Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Titling Trust, the Lender and [Administrative Agent], as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”), the Lender has agreed to lend money to the Titling Trust from time to time to acquire Trust Assets and the Lender is entitled, from time to time thereunder, to request that the Titling Trust issue, execute and deliver Exchange Notes to the Lender representing a portion of the debt incurred by the Titling Trust thereunder;

WHEREAS, pursuant to the Credit and Security Agreement and the 20    -     Exchange Note Supplement, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “20    -     Exchange Note Supplement”), among the parties to the Credit and Security Agreement, the Titling Trust has so issued, executed and delivered to the Lender such an Exchange Note (the “20    -     Exchange Note”);

WHEREAS, pursuant to (i) a Third Amended and Restated Servicing Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Basic Servicing Agreement”), among the Titling Trust, AmeriCredit Financial Services, Inc. d/b/a GM Financial (“GM Financial”), as Servicer (in such capacity, the “Servicer”) and Lender, and the Collateral Agent, the Servicer has agreed to perform certain servicing duties with respect to the Trust Assets and (ii) a 20    -     Servicing Supplement, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “20    -     Servicing Supplement”), among the Titling Trust, the Servicer, the Lender, the Collateral Agent and [Indenture Trustee], as Indenture Trustee, the Servicer has agreed to perform certain additional and/or revised servicing duties with respect to those Trust Assets comprising the 20    -     Designated Pool relating to the 20    -     Exchange Note;

WHEREAS, the Lender has agreed to transfer and assign, without recourse, all of its right, title and interest in the 20    -     Exchange Note and certain related property to the Transferor pursuant to an 20    -     Exchange Note Sale Agreement, dated as of             , 20     (as

the same may be amended, restated, supplemented or otherwise modified from time to time, the “20    -     Exchange Note Sale Agreement”), among the Lender and the Depositor, as transferee (in such capacity, the “Sale Agreement Transferee”);

WHEREAS, the Transferee is governed by its Amended and Restated Trust Agreement, dated as of             , 20     (the “Trust Agreement”), between the Transferor and [Owner Trustee], as Owner Trustee (not in its individual capacity, but solely as Owner Trustee, the “Owner Trustee”); and

WHEREAS, the Transferor and the Transferee desire to provide for the transfer and assignment by the Transferor to the Transferee, without recourse, of all of the Transferor’s right, title and interest in the Transferred Assets (as defined below).

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.    Definitions. Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings assigned to them in Appendix 1 to the 20    -     Exchange Note Supplement or, if not defined therein, in Appendix A to the Credit and Security Agreement.

ARTICLE II

TRANSFER OF THE TRANSFERRED ASSETS

SECTION 2.1.    Transfer of the Transferred Assets.

(a)      Effective as of the 20    -     Closing Date and immediately after the transactions contemplated by the 20    -     Exchange Note Sale Agreement and the Trust Agreement and immediately before the transaction contemplated by the Indenture, the Transferor sells and assigns to the Transferee, without recourse, all right, title and interest of the Transferee, whether now owned or hereafter acquired, in the following “Transferred Assets”:

(i)    the 20    -     Exchange Note;

(ii)   all of the Lender’s rights and benefits, as Exchange Noteholder of the 20    -     Exchange Note under the 20    -     Exchange Note, the Credit and Security Agreement, the 20    -     Exchange Note Supplement and the 20    -     Servicing Agreement;

(iii)  all of the Depositor’s rights and benefits, as Exchange Noteholder of the 20    -     Exchange Note under the 20    -     Exchange Note, the Credit and Security Agreement, the 20    -     Exchange Note Supplement and the 20    -     Servicing Agreement;

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(iv)    all of the Transferor’s rights and benefits, as Sale Agreement Transferee under the 20    -     Exchange Note Sale Agreement (including, without limitation, its rights pursuant to Section 2.5 thereof); and

(v)     all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property and other property consisting of, arising from or relating to the foregoing.

(b)      In consideration for (i) the Transferred Assets, and (ii) the Transferor’s performance of its obligations under Section 2.14(a) of the 20    -     Servicing Supplement to deposit the Specified Reserve Balance into the Reserve Account on the 20    -     Closing Date, the Transferee will transfer to the Transferor, without recourse, all right, title and interest of the Transferee, whether now owned or hereafter acquired, in, to and under the Notes and the rights to distributions under Section 8.3 of the Indenture, as payment for the Transferred Assets.

(c)      The sale, transfer, assignment and conveyance of the Transferred Assets pursuant to this Agreement is without recourse, and the Transferor does not guarantee payment on the 20    -     Exchange Note or any collection of underlying asset included in the 20    -     Designated Pool.

SECTION 2.2.    True Sale.

(a)      The parties hereto intend that the sale, transfer, assignment and conveyance of the Transferred Assets hereunder constitutes a true sale and assignment of the Transferred Assets such that any interest in and title to the Transferred Assets would not be property of the Transferor’s estate in the event the Transferor becomes a debtor in a case under any Insolvency Law. To the extent that the conveyance of the Transferred Assets hereunder is characterized by a court or similar Governmental Authority as a financing (a “Recharacterization”), it is intended by the Transferor and the Transferee that the interest conveyed constitute a grant of a first priority perfected security interest under the UCC as in effect in the State of New York by the Transferor to the Transferee to secure the sale price of the Transferred Assets to the Transferor. The Transferor does hereby grant to the Transferee a security interest in and to all of its rights, title and privileges and interest, whether now owned or existing or hereafter acquired or arising, in the Transferred Assets and the parties hereto agree that this Agreement constitutes a “security agreement” under all applicable law. In the case of any Recharacterization, each of the Transferor and the Transferee represents and warrants as to itself that each remittance of 20    -     Exchange Note Collections made to the Transferee will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and the Transferee, and (ii) made in the ordinary course of business or financial affairs of the Transferor and the Transferee.

(b)      The Transferor makes the following representations and warranties to the Transferee in the event that, notwithstanding the express intent of the parties, the sale, transfer, assignment and conveyance of the Transferred Assets hereunder is not a true sale and assignment of the Transferred Assets to the Transferee. The representations and warranties speak as of the 20    -     Closing date and shall survive the sale of the Transferred Assets to the Transferee

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hereunder and the pledge thereof by the Transferee to the Indenture Trustee pursuant to the Indenture.

(i)    This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Transferred Assets in favor of the Transferee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Transferor.

(ii)   The 20    -     Exchange Note constitutes a “certificated security” within the meaning of the relevant UCC.

(iii)  The Transferor has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the Transferee’s security interest in the Transferred Assets.

(iv)  Other than the security interest granted to the Transferee pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Transferred Assets. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Transferred Assets other than any financing statement relating to the security interest granted to the Transferee hereunder or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against it.

SECTION 2.3.    Representations and Warranties of the Transferor and the Transferee.

(a)      The Transferor hereby represents and warrants to the Transferee as of the 20    -     Closing Date that:

(i)    Organization and Good Standing. The Transferor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and sell the Transferred Assets.

(ii)   Due Qualification. The Transferor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications,, except where the failure to have any such license, approval or qualification could not reasonably be expected to have a material adverse effect with respect to the Transferor.

(iii)  Power and Authority. The Transferor has the power and authority to execute and deliver this Agreement and all other Program Documents to which it is a party and to carry out their respective terms; and the execution, delivery and performance

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of this Agreement and all other Program Documents to which it is a party have been or will be duly authorized by the Transferor by all necessary action.

(iv)      Binding Obligation. Each of this Agreement and all other Program Documents to which the Transferor is a party constitutes a legal, valid and binding obligation of the Transferor, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(v)       No Violation. The execution, delivery and performance by the Transferor of this Agreement and all other Program Documents to which it is a party will not violate any Requirement of Law or Contractual Obligation applicable to the Transferor, and will not, except as otherwise provided herein, result in, or require, the creation or imposition of any Lien on any of its property, assets or revenues pursuant to any such Requirement of Law or Contractual Obligation, except as contemplated hereby.

(vi)      No Proceedings. There are no proceedings or investigations pending or, to the best of its knowledge, threatened before any court, arbitrator or other Governmental Authority having jurisdiction over the Transferor or any of its properties which could reasonably be expected to have a material adverse effect with respect to the Transferor.

(vii)     No Consent. Except as expressly contemplated by the Program Documents, no consent or authorization of, filing with, or other act by or in respect of, any Governmental Authority or any other Person is required in connection with its execution, delivery or performance or the validity or enforceability against the Transferor of the Program Documents.

(viii)    No Default. The Transferor is not in default in any material respect under or with respect to any of its Contractual Obligations.

(ix)      Compliance with Law. The Transferor has complied in all material respects with all Requirements of Law.

(x)       Title to Transferred Assets. Immediately prior to the transfer of the Transferred Assets pursuant to this Agreement, the Transferor (A) is the true and lawful owner of the Transferred Assets and it has the legal right to transfer the Transferred Assets, (B) has good and valid title to the Transferred Assets and the Transferred Assets are on such date free and clear of all Liens and (C) will convey good, valid and indefeasible title to the Transferred Assets to the Transferee under this Agreement.

(xi)      Investment Company Act. The Transferor is not an “investment company” within the meaning of the Investment Company Act of 1940.

(xii)     Solvency of the Transferor. The Transferor is, and after giving effect to the transactions contemplated to occur on such date, will be, Solvent and is not the subject of any Insolvency Event.

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(xiii)    Tax Returns. The Transferor has filed or caused to be filed all tax returns which are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and has paid or properly accrued and provided for payment at such time as is required or permitted all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any of the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books and records of the Transferor); no tax Lien has been filed and, to the knowledge of the Transferor, no claim is being asserted with respect to any such tax, fee or other charge.

(b)      The Transferee hereby represents, and warrants to the Transferor as of the 20    -     Closing Date that:

(i)        Organization and Good Standing. The Transferee is a statutory trust duly formed, validly existing; and in good standing under the laws of the State of Delaware, and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and pledge the Transferred Assets.

(ii)       Due Qualification. The Transferee is duly qualified to do business as a foreign statutory trust in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to have any such license, approval or qualification could not reasonably be expected to have a material adverse effect with respect to the Transferee.

(iii)      Power and Authority. The Transferee has the power and authority to execute and deliver this Agreement and all other Program Documents to which it is a party and to carry out its terms; and the execution, delivery and performance of this Agreement and all other Program Documents to which it is a party have been duly authorized by the Transferee by all necessary action.

(iv)      Binding Obligation. Each of this Agreement and all other Program Documents to which the Transferee is a party constitutes a legal, valid and binding obligation of the Transferee, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(v)       No Violation. The execution, delivery and performance by the Transferee of this Agreement and all other Program Documents to which it is a party will not violate any Requirement of Law or Contractual Obligation applicable to the Transferee, and will not, except as otherwise provided herein, result in, or require, the creation or imposition

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of any Lien on any of its property, assets or revenues pursuant to any such Requirement of Law or Contractual Obligation.

(vi)       No Proceedings. There are no proceedings or investigations pending or, to the best of its knowledge, threatened before any court, arbitrator or other Governmental Authority having jurisdiction over the Transferee or any of its properties which could reasonably be expected to have a material adverse effect with respect to the Transferee.

(vii)      No Consent. Except as expressly contemplated by the Program Documents, no consent or authorization of, filing with, or other act by or in respect of, any Governmental Authority or any other Person is required in connection with its execution, delivery or performance or the validity or enforceability against the Transferee of the Program Documents.

(c)      The representations and warranties set forth in this Section shall survive the transfer, sale, assignment and conveyance of the Transferred Assets by the Transferor to the Transferee and the pledge of the Transferred Assets by the Transferee to the Indenture Trustee pursuant to the Indenture. Upon discovery by the Transferor or the Transferee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other, the Noteholders and the Indenture Trustee.

SECTION 2.4.      Financing Statements and Books and Records.

(a)      In connection with the conveyance of the Transferred Assets hereunder, the Transferor agrees that on or prior to the 20    -     Closing Date, it will deliver at the direction of the Lender to the Transferee, with all requisite endorsements, the 20    -     Exchange Note and will file, at its own expense, one or more financing statements with respect to the Transferred Assets meeting the requirements of applicable State law in such manner as necessary to perfect the transfer of the Transferred Assets to the Transferee, and the proceeds thereof (and any continuation statements as are required by applicable State law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Transferee in due course), as soon as is practicable after receipt by the Transferor thereof.

(b)      The Transferor further agrees that it will treat the transfers of the Transferred Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s ownership of the assets sold to the Transferee pursuant to Section 2.1 hereof and on the 20    -     Closing Date indicate on its books, records and statements that the Transferred Assets have been sold to the Transferee.

SECTION 2.5.      Covenants of the Transferor. Until the date on which all Issuer Obligations are paid in full:

(a)      Preservation of Existence. The Transferor shall preserve, renew and keep in full force and effect its existence and good standing and take all necessary action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business and

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comply with all Contractual Obligations, including, without limitation, all its obligations under the Program Documents, and all Requirements of Law.

(b)      Payment of Taxes. The Transferor shall file (or cause to be filed on its behalf as a member of a consolidated group) all tax returns required by law to be filed by it and pay all taxes, assessments and governmental charges shown to be owing by it, except for any such taxes, assessments or charges which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings, for which adequate reserves in accordance with GAAP shall have been set aside on its books and that have not given rise to any Liens.

(c)      Books and Records.. The Transferor shall keep proper books and records of account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and, at its expense, shall permit representatives or designees of the Indenture Trustee, the Owner Trustee or any Noteholder or their duly authorized attorneys or auditors to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, directors; employees and independent public accountants, all at such reasonable times upon reasonable notice and as often as may reasonably be requested.

(d)      Maintenance of Separate Existence. The Transferor shall do all things necessary to remain readily distinguishable from GM Financial and its Affiliates (other than the Transferee) and maintain its limited liability company existence separate and apart from that of the Transferee, including maintaining in place all policies and procedures and taking all action, described in the factual assumptions set forth in the opinion letter of Katten Muchin Rosenman LLP, dated             , 20     addressing the issues of substantive consolidation as they may relate to the Transferee, the Transferor and the Titling Trust on the one hand and GM Financial on the other hand.

SECTION 2.6.      Acceptance by the Transferee. The Transferee agrees to comply with all covenants and restrictions applicable to an Exchange Noteholder of the 20    -     Exchange Note, whether set forth in the 20    -     Exchange Note, in the Credit and Security Agreement, in the 20    -     Exchange Note Supplement or otherwise, and assumes all obligations and liabilities, if any, associated therewith.

ARTICLE III

CONDITIONS

SECTION 3.1.      Conditions Precedent to Transfer. The effectiveness of this Agreement and of the obligation of the Transferee to purchase, and of the Transferor to sell, the Transferred Assets in accordance with the terms hereof is subject to the satisfaction of the following conditions:

(a)      Agreement. The Transferee shall have received this Agreement, duly executed and delivered by the Transferor.

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(b)      20    -     Exchange Note Sale Agreement. The Transferee shall have received the 20    -     Exchange Note Sale Agreement, duly executed and delivered by the Transferor and the Lender.

(c)      20    -     Exchange Note Supplement. The Transferee shall have received the 20    -     Exchange Note Supplement, duly executed and delivered by the parties thereto.

(d)      20    -     Servicing Agreement. The Transferee shall have received the 20    -     Servicing Agreement, duly executed and delivered by the parties thereto.

(e)      Effective Date. All conditions set forth in Article III of the Note Purchase Agreement shall have been satisfied.

(f)      Depositor Certificate of Formation; Limited Liability Company Agreement. The Transferee shall have received a true and complete copy of certificate of formation and the limited liability company agreement of the Transferor, each certified as a true and correct copy by an Authorized Officer of the Transferor.

(g)      Lien Searches. The Transferee shall have received certified copies of requests for information or copies dated a date reasonably near the date hereof listing all effective financing statements which name the Transferor (under its present name or any previous name) as transferor or debtor and which are filed in jurisdictions in which the filings were made pursuant to item (h) below and in any other jurisdictions that are necessary or appropriate, together with copies of such financing statements (none of which shall cover any 20    -     Lease Agreements or other 20    -     Exchange Note Assets, except any filing made in connection with a security interest granted under the Credit and Security Agreement), and tax and judgment lien searches showing no such liens that are not permitted by the Program Documents.

(h)      UCCs. The Transferee shall have received acknowledgement copies of proper financing statements (Form UCC-1), naming the Transferor as the seller (debtor) of the Transferred Assets the Transferee as buyer (secured party) or other similar instruments or documents as may be necessary or in the opinion of the Transferee desirable under the UCC or any comparable law to perfect the Transferee’s interest in the Transferred Assets and executed copies of proper financing statements (Form UCC-3), if any, necessary to release all security interests and other rights of any Person in the Transferred Assets previously granted by the Transferor.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1.    Amendment.

(a)      This Agreement may be amended by the parties hereto, with the prior written consent of the Indenture Trustee (acting at the direction of the Majority Noteholders).

(b)      The parties hereto acknowledge and agree that the right of the Indenture Trustee to consent to any amendment of this Agreement is subject to the terms and provisions of Section

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3.7(g) of the Indenture and that any consent provided by the Indenture Trustee in violation of such terms and provisions shall be of no force or effect hereunder.

SECTION 4.2.      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 4.3.      Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement, as applicable, and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions and terms of this Agreement.

SECTION 4.4.      Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

SECTION 4.5.      Table of Contents and Headings. The Table of Contents and Article and Section headings herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 4.6.      Counterparts and Consent to Do Business Electronically. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Agreement and any documents to be delivered in connection with this Agreement may be executed by means of an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Agreement and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

SECTION 4.7.      Further Assurances. Each party hereto shall do such acts, and execute and deliver to the other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder. For the avoidance of doubt, the parties hereto agree to take all necessary actions (including filing of financing statements in accordance with the relevant UCC) to maintain perfections with respect to the Transferred Assets.

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SECTION 4.8.      Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and each 20    -     Exchange Noteholder or Pledgee of the 20    -     Exchange Note and each Noteholder who shall be considered third-party beneficiaries hereof. Except as otherwise provided in this Agreement, no other Person shall have any right or obligation hereunder.

SECTION 4.9.      No Petition. Each of the parties hereto, by entering into this Agreement, hereby covenants and agrees that it will not institute, or join in instituting, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under any Insolvency Law for a period of one (1) year and one (1) day after the date upon which all the Notes and all other Issuer Obligations have been paid in full, against the Titling Trust or the Issuer.

SECTION 4.10.     Limitation of Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by [Owner Trustee], not individually or personally but solely as Owner Trustee of the Transferee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Transferee is made and intended not as personal representations, undertakings and agreements by [Owner Trustee] but is made and intended for the purpose for binding only the Transferee, (c) nothing herein contained shall be construed as creating any liability on [Owner Trustee], individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Agreement, and (e) under no circumstances shall [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Transferee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Transferee under this Agreement or the other related documents.

SECTION 4.11.     Limited Recourse. Each of the parties hereto, by entering into this Agreement, agrees that any claim that the Transferor or the Transferee may seek to enforce against each other is limited to the Transferred Assets only and does not represent a claim against the assets of the Transferor or the Transferee as a whole or any assets other than the Transferred Assets.

SECTION 4.12.     Subordination.

(a)      The Transferor and the Transferee agree that any claim that the Transferor or the Transferee may seek to enforce at any time against any assets of the Transferor or the Transferee other than the Transferred Assets, will be subordinate to payment in full of all other claims with respect to such other assets. However, this Section will not limit, subordinate or otherwise modify any claims against the Transferor or the Transferee with respect to any right to indemnification or other obligation of the Transferor or the Transferee relating to (i) the Transferred Assets, (ii) any related credit enhancement, (iii) any transaction entered into in connection with the Transferred Assets, (iv) any administrative services performed in connection with the Transferred Assets, or (v) any obligation to any Person acting as a trustee or an

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administrator. The Transferee hereby releases all claims to the assets of the Titling Trust that are not allocated to the 20    -     Designated Pool, and, in the event that such release is not given effect, the Transferee hereby agrees to fully subordinate any claims it may have against such other assets of the Titling Trust.

(b)      The Transferor agrees that any claim the Transferor may seek to enforce against the Transferee or any of its assets will be subordinate to the payment in full of the principal of and interest on the Notes and all other Issuer Obligations.

(c)      The parties to this Agreement intend that Section 4.12(a) constitutes an enforceable subordination agreement under Section 510(a) of the Bankruptcy Code.

[Remainder of This Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written.

GMF LEASING LLC,

as Transferor

By:                                                                  

Name:

Title:

GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -    ,

as Transferee

By:   [OWNER TRUSTEE],

         not in its individual capacity but solely
         as Owner Trustee

By:                                                                  

Name:

Title:

[Signature Page to the 20    -     Exchange Note Transfer Agreement]

EX-10.3

Exhibit 10.3

Execution Version

ACAR LEASING LTD.,

as Titling Trust,

AMERICREDIT FINANCIAL SERVICES, INC.,

as Servicer,

APGO TRUST,

as Settlor

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Agent

THIRD AMENDED AND RESTATED

SERVICING AGREEMENT

Dated as of January 24, 2018

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS		2
SECTION 1.1. Definitions		2
SECTION 1.2. Other Definitional Provisions		2
SECTION 1.3. Amendment and Restatement		3
ARTICLE II ADMINISTRATION AND SERVICING OF LEASE AGREEMENTS		3
SECTION 2.1. Duties of the Servicer		3
SECTION 2.2. Records		6
SECTION 2.3. Custodial Duties of Servicer		7
SECTION 2.4. Certificates of Title		7
SECTION 2.5. Initial Funding of Payments to Dealers		8
SECTION 2.6. Servicer’s Repurchase Obligations and Option		8
SECTION 2.7. Collections, Security Deposits, Payments Ahead and Other Receipts		10
SECTION 2.8. Settlement of Accounts		12
SECTION 2.9. Servicing Compensation		13
SECTION 2.10. Servicing Expenses and Reimbursement		14
SECTION 2.11. Repossession, Recovery and Sale of Leased Vehicles		14
SECTION 2.12. Servicer to Act on Behalf of Trustee		16
SECTION 2.13. Liability of Servicer; Indemnities		18
SECTION 2.14. Third Party Claims		19
SECTION 2.15. Insurance		19
SECTION 2.16. Subservicer		19
SECTION 2.17. Pull Ahead Lease Agreements		21
ARTICLE III ACCOUNTS, STATEMENTS AND REPORTS		21
SECTION 3.1. Establishment of Collection Accounts		21
SECTION 3.2. Reporting by the Servicer; Delivery of Certain Documentation		23
ARTICLE IV SERVICER DEFAULTS		24
SECTION 4.1. Servicer Defaults; Termination of Servicer		24
SECTION 4.2. No Effect on Other Parties		26
ARTICLE V THE SERVICER		26
SECTION 5.1. Representations and Warranties		26
SECTION 5.2. Limitation on Liability of Servicer		28
SECTION 5.3. Merger		29
SECTION 5.4. Servicer Not to Resign; Assignment		29

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ARTICLE VI MISCELLANEOUS	29
SECTION 6.1. Termination of Agreement; Transfer of Servicing Materials to Successor Servicer	29
SECTION 6.2. Amendment	30
SECTION 6.3. GOVERNING LAW	31
SECTION 6.4. Relationship of this Agreement to Other Titling Trust Documents	31
SECTION 6.5. Notices	31
SECTION 6.6. Severability of Provisions	31
SECTION 6.7. Binding Effect	32
SECTION 6.8. Table of Contents and Headings	32
SECTION 6.9. Counterparts	32
SECTION 6.10. Further Assurances	32
SECTION 6.11. Third-Party Beneficiaries	32
SECTION 6.12. No Waiver; Cumulative Remedies	32
SECTION 6.13. No Petition	32
SECTION 6.14. Series Liabilities	33
SECTION 6.15. Termination of Like Kind Exchanges	33
SECTION 6.16. Limitation of Liability	33

EXHIBITS

Exhibit A — Power of Attorney A-1

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THIRD AMENDED AND RESTATED SERVICING AGREEMENT, dated as of January 18, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among ACAR Leasing Ltd., a Delaware statutory trust (the “Titling Trust”), AmeriCredit Financial Services, Inc., a Delaware corporation (“AmeriCredit”), as servicer (the “Servicer”), APGO Trust (“APGO”), a Delaware statutory trust, as Settlor of the Titling Trust (the “Settlor”), and Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as collateral agent (the “Collateral Agent”).

RECITALS

WHEREAS, the parties to this Agreement intend to amend and restate the Servicing Agreement, dated as of June 1, 2008, as previously amended and restated as of January 31, 2011 (the “Original Servicing Agreement”) and as of May 23, 2013 (the “Amended Servicing Agreement” and together with the Original Servicing Agreement, the “Prior Servicing Agreements”), among the parties, on the terms and conditions contained in this Agreement;

WHEREAS, APGO, as the Settlor, and Wilmington Trust Company, a Delaware trust company (“WTC”), as the Owner Trustee, Administrative Trustee and Delaware Trustee (in any or all such capacities, the “Trustee”), have entered into an Amended and Restated Trust Agreement, dated as of January 31, 2011 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Titling Trust Agreement”), pursuant to which the Titling Trust was established for the purpose of, among other things, taking assignments and conveyances of and holding in trust various assets (the “Trust Assets”);

WHEREAS, the Titling Trust is the borrower (in such capacity, the “Borrower”) under a Second Amended and Restated Credit and Security Agreement, dated as of January 18, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Borrower, Wells Fargo, as the Administrative Agent (in such capacity, the “Administrative Agent”), the Collateral Agent, and AmeriCredit, as the lender (in such capacity, the “Lender”) and the Servicer, pursuant to which it borrows amounts from the Lender from time to time pursuant to a Lending Facility to fund its acquisition of those Trust Assets comprising Collateral Assets;

WHEREAS, the Titling Trust and the Settlor wish to engage the Servicer to perform certain duties with respect to the Collateral Assets and all other Trust Assets (unless and until such time as the Titling Trust and the Settlor may enter into one or more additional Series Servicing Agreements with respect to any Trust Assets that do not constitute Collateral Assets) in the manner set forth herein;

WHEREAS, the parties hereto acknowledge that in connection with, among other things, the establishment from time to time of Designated Pools comprised of Collateral Assets backing Exchange Notes that will be issued pursuant to the Credit and Security Agreement, it may be necessary or desirable to enter into supplemental agreements hereto, providing for specific servicing obligations in connection therewith (each, a “Servicing Supplement”); and

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETIVE PROVISIONS

SECTION 1.1. Definitions. Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings assigned thereto in any Servicing Supplement entered into pursuant hereto or, if not defined therein, in Appendix A to the Credit and Security Agreement or, if not defined therein, in the Definitions Appendix to any Exchange Note Supplement entered into pursuant to the Credit and Security Agreement.

SECTION 1.2. Other Definitional Provisions.

(a) All terms defined in this Agreement shall have the defined meanings when used in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) As used in this Agreement, in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such instrument, certificate or other document, and accounting terms partly defined in this Agreement or in any such instrument, certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect on the date of this Agreement or any such instrument, certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such instrument, certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such instrument, certificate or other document shall control.

(c) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, Schedule and Exhibit references contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall mean “including without limitation.”

(d) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(e) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

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SECTION 1.3. Amendment and Restatement. This Agreement amends and restates in full the Amended Servicing Agreement, with effect as of the date of this Agreement, and the parties confirm that (a) all prior actions made pursuant to the Prior Servicing Agreements are effective as if made under this Agreement on the date made, and (b) no provision of this Agreement is intended to result in the duplication of any such prior action by any party.

ARTICLE II

ADMINISTRATION AND SERVICING OF LEASE AGREEMENTS

SECTION 2.1. Duties of the Servicer.

(a) The Servicer shall service, administer and collect under the Lease Agreements and in respect of the Leased Vehicles in accordance with this Agreement, the Titling Trust Agreement and the Credit and Security Agreement and shall have full power and authority, acting alone and subject only to the specific requirements and prohibitions hereof and thereof, to do any and all things in connection with such servicing, administration and collection that it may reasonably deem necessary or desirable in the interests of the Titling Trust and to serve in such capacity unless and until its responsibilities therefor are terminated pursuant to Section 4.1(a) or this Agreement is terminated pursuant to Section 6.1. In addition, the Titling Trust hereby appoints the Servicer to act as agent in the management and control of the Collateral Assets, including the Certificates of Title, and for all other purposes set forth in this Agreement. The duties of the Servicer shall include, among other things, in accordance with this Agreement, the Titling Trust Agreement, the Credit and Security Agreement and any Servicing Supplement:

(i) performing on behalf of the Titling Trust all obligations on the part of the Lessor under the Lease Agreements;

(ii) acquiring vehicles and originating Lease Agreements on behalf of the Titling Trust;

(iii) collecting and processing payments (including excess wear, damage and mileage deficiency balances on Liquidated Leases), responding to inquiries of Lessees or federal, State or local government authorities with respect to the Lease Agreements, investigating and collecting delinquencies, sending payment statements and reporting Tax information to relevant parties, paying costs of the sale or other disposition of Matured Vehicles and Leased Vehicles in accordance with the Customary Servicing Practices and this Agreement and paying or causing to be paid all state and local personal property, use, excise and sales Taxes on the Leased Vehicles (to the extent required to be paid by the Lessor under applicable State law) as and when such Taxes become due;

(iv) negotiating Lease Agreements nearing their respective Maturity Dates and arranging for Extensions of such Lease Agreements and/or sale or other disposition of each related Leased Vehicle;

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(v) executing and delivering or causing to be executed and delivered, in its own name or in the name of the Titling Trust, as the case may be, any and all instruments, certificates or other documents necessary or advisable in connection with the servicing or administering of or collecting under the Lease Agreements and in respect of the Leased Vehicles, including: (A) bills of sale; (B) applications for originals or duplicates of Certificates of Title in the name of any Titling Trust Permissible Name and naming the Collateral Agent as lienholder, applications for registrations of Leased Vehicles or license plates, applications for transfers of Certificates of Title or registrations for Leased Vehicles or license plates and any instruments, certificates or other documents which the Servicer deems necessary or advisable to record, maintain or release title to or registration of Leased Vehicles in the manner contemplated hereby; (C) consents, amendments, extensions, deferrals or modifications to any of the Lease Agreements; and (D) all other instruments, certificates or other documents similar to the foregoing;

(vi) executing powers of attorney to be delivered for the limited purpose of obtaining license plates and fulfilling other state requirements for registration of the Leased Vehicles;

(vii) approving repairs to Leased Vehicles and endorsing the related insurance settlement checks for repair work;

(viii) servicing the Lease Agreements, including: (A) accounting for collections and furnishing periodic statements with respect to distributions as set forth herein, in the applicable Servicing Supplement, in the Credit and Security Agreement or in the applicable Servicer Basic Documents, (B) generating or causing to be generated federal and State tax information and, to the extent required by applicable law, returns on behalf of the Titling Trust and (C) filing periodic sales and use Tax or property (real or personal) Tax reports;

(ix) in connection with the creation and maintenance of the Lending Facility Pool and each Designated Pool, maintaining separate and distinct records for the Lending Facility Pool and each Designated Pool and separately accounting for the Trust Assets allocated to the Lending Facility Pool and each Designated Pool, including, with respect to (A) the Lending Facility, preparing and delivering to the Lender, the Owner Trustee and the Collateral Agent a schedule of Lease Agreements and Leased Vehicles allocated to the Lending Facility Pool and (B) any Exchange Note, to the extent provided in the related Servicing Supplement, preparing and delivering to the related Exchange Noteholder a schedule containing information with respect to the Lease Agreements and Leased Vehicles comprising the related Designated Pool, which schedule of Lease Agreements and Leased Vehicles and each such information schedule shall contain information as of the most recent Collection Period prior to the date of such delivery;

(x) applying for and maintaining the licenses and the filings described in Section 2.12(b) or in any Servicing Supplement;

(xi) preparing and filing any UCC financing statements;

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(xii) except to the extent prohibited in the related Servicing Supplement with respect to any Designated Pool, taking such actions as are required or desirable to effect Like Kind Exchanges for tax purposes or otherwise in connection with Like Kind Exchanges, including but not limited to (A) reallocating Leased Vehicles from the related Designated Pool to the Lending Facility Pool on the books and records of the Titling Trust, (B) making the payments described herein on the relevant Exchange Note in connection with such reallocation of Liquidated Vehicles, (C) causing the assignment of the Net Liquidation Proceeds relating to each such Leased Vehicle to the Qualified Intermediary and directing the Qualified Intermediary, the Owner Trustee, the Collateral Agent and the Titling Trust with respect to the use of Net Liquidation Proceeds to obtain Replacement Vehicles and exchanging Replacement Vehicles for Liquidated Vehicles, (D) assigning and allocating Replacement Vehicles to the Lending Facility Pool and (E) taking such other actions as shall be necessary or advisable in connection with implementing such Like Kind Exchanges;

(xiii) acting as agent of the Titling Trust with respect to holding the Collateral Leases and Certificates of Title relating to the Collateral Leased Vehicles; and

(xiv) such other activities as shall be necessary or advisable in connection with the foregoing.

(b) The Servicer agrees that its servicing of the Lease Agreements and the Leased Vehicles shall be carried out in accordance with the Customary Servicing Practices using the same degree of skill and attention (i) as the Servicer exercises from time to time with respect to all comparable Lease Agreements and Leased Vehicles that it services for itself or others or (ii) if AmeriCredit is no longer the Servicer, as is customarily exercised by prudent servicers employed to service retail leases of motorcycles, automobiles, sport utility vehicles, minivans or light-duty trucks, as applicable, for themselves or others.

(c) The Servicer may retain subservicers or agents by agreement, power of attorney or otherwise to assist the Servicer in performing its servicing functions; provided, however, that any delegation of duties to any subservicer or agent shall not relieve the Servicer of any of its obligations hereunder.

(d) The Servicer is authorized to, in its own name or in the name of the Titling Trust, commence, defend against or otherwise participate in a Proceeding relating to or involving the protection or enforcement of the interests of the Titling Trust, an Exchange Noteholder or other Secured Party in any Lease Agreement, Leased Vehicle or other Trust Asset. If the Servicer shall engage in collection of delinquent amounts or commence, defend against or otherwise participate in a Proceeding in its own name or in the name of the Titling Trust, a relevant Exchange Noteholder or other Secured Party, each such Person shall thereupon be deemed to have automatically assigned its interest in (including legal title to) the related Lease Agreement, Leased Vehicle or other Trust Asset, as applicable, to the Servicer to the extent necessary for the purposes of such Proceeding.

(e) The Titling Trust and the Collateral Agent shall furnish the Servicer with certain revocable powers of attorney and other documents in form and substance acceptable to the Titling Trust or the Collateral Agent, as applicable, necessary or appropriate to enable the Servicer to carry out its servicing, administration and collection duties hereunder and under each applicable Servicing Supplement.

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SECTION 2.2. Records.

(a) Except as otherwise provided in a related Servicing Supplement, the Servicer shall maintain accurate and complete accounts, records and computer systems with respect to all funds and other receipts with respect to (i) the Lending Facility and the Lending Facility Pool, (ii) each Exchange Note and the related Designated Pool, (iii) the Trust Assets and (iv) all matters related directly to the servicing of the Lease Agreements and the Leased Vehicles, in each case as are consistent with the Customary Servicing Practices. Such accounts, records and computer systems shall indicate, among other things, the Pool to which each Lease Agreement, Leased Vehicle or other Trust Asset is allocated and reflect the interest of the Settlor or the Related Beneficiary, as applicable, therein. Except where otherwise noted in the definition of “Lease Documents”, the Servicer may originate and/or maintain each Lease Document as an image, fiche or electronic record rather than in original form. The Servicer shall not be required to physically segregate the Lease Documents and related accounts, records and computer systems from any other leases, leased vehicle and related information and related documentation from other leases or leased vehicles that it services. In accordance with the Customary Servicing Practices, the Servicer shall conduct, or cause to be conducted, periodic examinations of a representative sample of the Lease Documents and of the related accounts, records and computer systems to verify compliance with the Customary Servicing Practices.

The Servicer shall promptly report to the Titling Trust, the Administrative Agent and the Collateral Agent any material failure on the part of the Servicer to hold or retain possession of the Lease Documents and maintain its accounts, records and computer systems in accordance with the requirements of this Agreement. The Servicer shall promptly take appropriate action to remedy any such failure.

(b) The Servicer shall make available to the Titling Trust, the Administrative Agent and the Collateral Agent or their duly authorized representatives, attorneys or auditors the Lease Documents and the related accounts, records and computer systems maintained by the Servicer or any subservicer or agent of the Servicer at such times during normal business hours as the Titling Trust, the Administrative Agent or the Collateral Agent shall reasonably instruct at the locations where maintained pursuant to this Agreement.

(c) In the exercise of its duties and powers hereunder, the Servicer may release any Lease Document or other related item to the Titling Trust or a related Exchange Noteholder on behalf of the Titling Trust or its agent or designee, as the case may be, at such place or places as the Titling Trust or related Exchange Noteholder may designate. The Servicer shall not be responsible for any loss occasioned by the failure of the Titling Trust or any related Exchange Noteholder to return any document or for any unreasonable delay in doing so.

(d) The Servicer shall develop and maintain back-up procedures and other safeguards against the destruction, loss or alteration of data as well as a disaster recovery system. Such procedures, safeguards and disaster recovery system shall include procedures for creating and maintaining back-up files, maintaining computer tapes, disks and/or documents in off-site storage, and maintaining a battery or generator back-up system for the Servicer’s computer system, and shall meet the requirements of applicable law or regulation.

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(e) The Servicer shall implement reasonable security measures and procedures to protect data, records and other documents related to its duties hereunder from unauthorized access by third parties.

SECTION 2.3. Custodial Duties of Servicer. The Servicer shall serve as custodian of the Lease Documents for the benefit of the Titling Trust and the Collateral Agent. The Lease Documents are hereby constructively delivered to the Titling Trust with respect to each Lease Agreement and Leased Vehicle. In its capacity as custodian, the Servicer shall maintain possession of the Lease Documents for the benefit of and as bailee for the Titling Trust and the Collateral Agent and all present and future Secured Parties. All Lease Documents shall be identified and maintained in such a manner so as to permit retrieval and access. With respect to any Lease Agreements and Leased Vehicles that are allocated to a Designated Pool pursuant to an Exchange Note Supplement, the custodial duties of the Servicer as related to the Lease Documents relating to such allocated Lease Agreements and Leased Vehicles will be set forth in the related Servicing Supplement.

SECTION 2.4. Certificates of Title.

(a) In connection with the filing of the application for each Certificate of Title, the Servicer shall arrange, or cause to be arranged, in accordance with applicable law, for the related Registrar of Titles to issue and deliver to or upon the order of the Servicer a Certificate of Title identifying the Titling Trust (subject to the applicable terms of any Servicing Supplements, by the use of any Titling Trust Permissible Name or the use of a quoted phrase or such other similar phrase as will satisfy the Registrar of Titles in each relevant jurisdiction, or such other designation(s) as the Servicer shall determine) as the owner of the related Leased Vehicle and the Collateral Agent as lienholder with respect to the related Leased Vehicle; provided, however, that nothing herein shall be deemed or construed to require the Servicer to receive a paper Certificate of Title in any State where the Servicer and the related Registrar of Titles have agreed to record and disclose the interests of the Titling Trust and the Collateral Agent in any electronic title recording system maintained by such Registrar of Titles. The Certificates of Title shall be held by the Servicer. The Servicer shall direct each Dealer, Assigning Affiliate or other entity selling Leased Vehicles to the Titling Trust, assigning Lease Agreements to the Titling Trust or causing Lease Agreements to be assigned to the Titling Trust to cause each Certificate of Title to identify the owner of the Leased Vehicle as the Titling Trust (utilizing any Titling Trust Permissible Name), the name of a co-trustee as may be required under applicable State law or such other designation as may be agreed upon by the Servicer and the Settlor or, subject to the terms of the applicable Servicing Supplement, the related Secured Party, as applicable, from time to time that is acceptable to the related Registrar of Titles. The Servicer shall further direct each Dealer, Assigning Affiliate or other entity selling Leased Vehicles to the Titling Trust assigning Lease Agreements or causing Lease Agreements to be assigned to the Titling Trust to cause each Certificate of Title to identify the lienholder with respect to the related Leased Vehicle as the Collateral Agent.

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(b) Except as otherwise required by applicable law, the related Registrar of Titles or the Customary Servicing Practices, the Servicer shall direct each Dealer or Assigning Affiliate to include an address as specified by the Servicer as the mailing address for the Certificate of Title, the address of the related lessee as the mailing address for the vehicle registration, and otherwise to comply with the Servicer’s normal requirements under the Dealer Agreements with respect to each Lease Agreement, Leased Vehicle and Certificate of Title. Except as otherwise required by applicable law or the applicable Registrar of Titles, so long as a Leased Vehicle is owned by the Titling Trust, the Servicer shall not permit the related Certificate of Title to identify any entity, or to provide for any Liens to be noted thereon, other than in compliance with Section 2.4(a).

(c) Upon transfer to or from the Titling Trust of legal title to any Leased Vehicle, the Servicer shall cause all applicable Taxes to be paid and will comply with all applicable federal and State law requirements related to the transfer of title to such Leased Vehicle. The Servicer shall remain liable for all applicable Taxes if not paid.

SECTION 2.5. Initial Funding of Payments to Dealers and Assigning Affiliates. In the ordinary course of its business, AmeriCredit shall maintain or enter into Dealer Agreements with Dealers eligible to generate Lease Agreements. AmeriCredit shall direct each Dealer and Assigning Affiliate (a) to assign to the Titling Trust all Lease Agreements and the related Leased Vehicles, (b) to transfer to the Titling Trust all Lease Agreements and the related Leased Vehicles and (c) to apply or caused to be applied for the Certificates of Title to the Leased Vehicles sold to the Titling Trust by such Dealer or Assigning Affiliate to be issued in a manner that satisfies the requirements of Section 2.4(a). AmeriCredit will instruct each Dealer and Assigning Affiliate to deliver the applicable Lease Documents to or upon the order of the Servicer. The Titling Trust shall pay each Dealer and Assigning Affiliate an amount agreed upon between the Titling Trust or the Servicer and such Dealer or Assigning Affiliate from Advances made by the Lender to the Titling Trust under the Credit and Security Agreement.

SECTION 2.6. Servicer’s Repurchase Obligations and Option.

(a) The Servicer hereby represents and warrants to the other parties hereto and the parties to the Titling Trust Agreement that, as to each Lease Agreement and Leased Vehicle as of the relevant Assignment Date, the provisions of Section 2.4 with respect to such Lease Agreement and the application(s) for the related Certificate(s) of Title have been satisfied. The Titling Trust shall rely on such representation and warranty in accepting each Lease Agreement and Leased Vehicle. Such representation and warranty shall survive the transfer of each Lease Agreement and each related Leased Vehicle, and delivery of the related Lease Documents to the Titling Trust pursuant to the Titling Trust Agreement and this Agreement.

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(b) Upon (i) discovery by the Servicer or a Secured Party, or (ii) the receipt of written notice by or actual knowledge of a Responsible Officer of the Owner Trustee that the representation or warranty in Section 2.6(a) was incorrect as of the related Assignment Date in a manner that materially adversely affects the interest of the Titling Trust in the related Lease Agreement or a related Leased Vehicle or the security interest of the Collateral Agent in the related Lease Agreement or a related Leased Vehicle, the Person discovering such incorrectness (if other than the Servicer) shall give prompt written notice to the Servicer and the Collateral Agent. Except as otherwise provided in the applicable Exchange Note Supplement or Servicing Supplement, on or before the last day of the Collection Period that ends at least thirty (30) days after the Servicer discovers or is notified of such incorrectness, the Servicer shall cure in all material respects the circumstance or condition with respect to which the representation or warranty was incorrect as of the related Assignment Date (it being understood that the filing of a corrected application for a Certificate of Title with the appropriate Registrar of Titles shall constitute a cure for any breach of a representation or warranty related to the failure of the Servicer to hold title in the manner described in such Section). If the Servicer will be unable or unwilling to cure such circumstance or condition by such date, on the Payment Date following the Collection Period that ends at least thirty (30) days after the Servicer discovers or is notified of the incorrectness of the representation or warranty in question, the Servicer shall (i) deposit (or cause to be deposited) into the related Collection Account an amount equal to the Repurchase Payment and (ii) if such Lease Agreement or Leased Vehicle is (A) part of a Designated Pool, direct the Owner Trustee either to reallocate such Lease Agreement or Leased Vehicle from the related Designated Pool to the Lending Facility Pool or to cause such Lease Agreement or Leased Vehicle to be conveyed to the related Dealer or Assigning Affiliate as described below or to the Servicer or (B) part of the Lending Facility Pool, unless otherwise directed by the Servicer, direct the Owner Trustee to cause the Lease Agreement or Leased Vehicle to be conveyed to the related Dealer or Assigning Affiliate as described below or to the Servicer. If the Servicer receives funds from a Dealer or Assigning Affiliate pursuant to such Dealer’s or Assigning Affiliate’s obligation under a Dealer Agreement or otherwise to repurchase a Lease Agreement or Leased Vehicle that is required to be repurchased or reallocated pursuant to this Section, the Servicer shall return to such Dealer or Assigning Affiliate the Lease Agreement and/or Leased Vehicle, as applicable, and any Certificate of Title that has been issued with respect to such Leased Vehicle. Such deposit of funds in an amount at least equal to the Repurchase Payment received from a Dealer or Assigning Affiliate, as the case may be, shall satisfy the Servicer’s obligations pursuant to this Section and shall be deemed to constitute payment in full of the Repurchase Payment with respect thereto.

(c) If the domicile of or title to a Leased Vehicle is changed by a Person other than the Titling Trust, Owner Trustee, Collateral Agent, Settlor or Servicer and such change would be likely to result in the Titling Trust doing business in a Restricted Jurisdiction, then on the Payment Date related to the Collection Period that ends at least thirty (30) days after the Servicer discovers or is notified of such change, the Servicer shall purchase such Lease Agreement and the related Leased Vehicle by either (i) depositing to the related Collection Account an amount equal to the Repurchase Payment or (ii) appropriately segregating and designating an amount equal to the Repurchase Payment on its records, pending application thereof pursuant to this Agreement.

(d) The purchase by a Dealer or an Assigning Affiliate of a Lease Agreement and/or Leased Vehicle, as the case may be, pursuant to this Section shall be deemed to cure the breach of representation or warranty or other situation giving rise to the repurchase obligation for purposes of this Agreement. Upon any such purchase, the Titling Trust shall be deemed to transfer, assign, set over and otherwise convey to the Servicer (or the related Dealer, as applicable), without recourse, representation or warranty, all of the Titling Trust’s interest in the repurchased Lease Agreement and Leased Vehicle, including all monies due or to become due with respect thereto after the date of such repurchase and all proceeds thereof.

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(e) Except as otherwise set forth herein or in the related Supplement or Servicing Supplement, the sole remedy of the Titling Trust, the Settlor and the related Exchange Noteholder with respect to (i) the incorrectness of a representation and warranty set forth in Section 2.6(a) or (ii) a change of domicile of a Leased Vehicle resulting in the Titling Trust doing business in a Restricted Jurisdiction shall be to require the Servicer to deposit the applicable Repurchase Payment (or such amount as specified in the Servicing Supplement) in the related Collection Account and thereby purchase the applicable Lease Agreement and Leased Vehicle as provided in this Section. The obligations of the Servicer under this Section shall survive any partial or complete termination of the Servicer hereunder.

(f) Notwithstanding the foregoing, the Servicer may purchase a Matured Vehicle at any time. If such Leased Vehicle is allocated to (i) the Lending Facility Pool, the purchase price shall equal the Contract Residual Value relating to such Lease Vehicle as of the related Maturity Date or (ii) a Designated Pool, the purchase price shall be determined as set forth in the related Servicing Supplement.

SECTION 2.7. Collections, Security Deposits, Payments Ahead and Other Receipts.

(a) The Servicer shall use commercially reasonable efforts to (i) collect all payments or balances required under each Lease Agreement and (ii) cause all payments required under its Lease Agreement to be made, accompanied by an invoice, payment coupon or electronic funds transfer notice bearing the lease number to which such payment relates. Consistent with the foregoing and in accordance with its Customary Servicing Practices, the Servicer may in its discretion waive any late payment or extension or deferral charge, in whole or in part, in connection with delinquent payments on or Extensions of a Lease Agreement. The Servicer shall account to the Titling Trust for the Trust Assets related to each Pool separately in accordance with this Agreement and the other Basic Documents.

(b) With respect to any Collections and Payments Ahead received by the Servicer:

(i) Within two (2) Business Days after receiving any check or other receipt related to a Lease Agreement or a related Leased Vehicle, or with respect to a payment that was remitted improperly or that relates to an amount in dispute, within a reasonable time period, the Servicer shall enter into its computer system the following information, to the extent available: (A) the amount of the receipt, (B) the lease number to which such payment relates, (C) the nature of the payment, (D) the date of receipt of such payment and (E) the Pool to which such Lease Agreement and the related Leased Vehicle has been allocated (collectively, the “Payment Information”).

(ii) As to any such funds received by the Servicer for which the Servicer does not have all Payment Information, the Servicer shall enter into its computer system all available Payment Information and use its commercially reasonable efforts to obtain all missing Payment Information as soon as practicable and shall enter the remaining Payment Information into its computer system upon receipt thereof.

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(iii) The Servicer shall cause the portions of the Administrative Charge representing allocations of Taxes to be paid or the Servicer shall pay all such amounts as are contemplated by the related Lease Agreement.

(iv) By the later of the close of business on (A) the second (2^nd) Business Day after receipt or (B) the day on which all related Payment Information is received by the Servicer, the Servicer shall, except as otherwise provided in a related Servicing Supplement, either (1) deposit into the related Collection Account all such funds other than (x) Administrative Charges and (y) Disposition Expenses, Liquidation Expenses and Insurance Expenses to be reimbursed to the Servicer pursuant to Section 2.11 (it being understood that in the case of proceeds from the sale or other disposition of a Leased Vehicle that is the subject of a Like Kind Exchange which are part of Collections, the Servicer instead shall make deposits into the related Collection Account when due in accordance with Section 2.11) or (2) appropriately segregate and designate such funds on its records, pending application thereof pursuant to this Agreement.

(v) In connection with Like Kind Exchanges, if the Servicer has reallocated any Leased Vehicles from the relevant Designated Pool to the Lending Facility Pool, by the later of the close of business on (A) the second Business Date after receipt or (B) the day on which all related Payment Information is received by the Servicer, the Servicer shall, except as otherwise provided in a related Servicing Supplement, cause the Titling Trust to assign the related Net Liquidation Proceeds from the Lending Facility Pool to a Qualified Intermediary to permit the Qualified Intermediary to purchase a Replacement Vehicle.

(vi) If the Servicer receives any Payment Ahead with respect to a Lease Agreement it shall maintain appropriate records so as to enable it to timely apply such Payment Ahead as an Applied Payment Ahead on the succeeding Payment Due Dates for the related Lease Agreement. On such succeeding Payment Due Dates, the Servicer shall deposit the related Applied Payment Ahead to the related Collection Account and indicate the corresponding reduction in the Retained Payment Ahead in its records.

Notwithstanding any other provision in this Section, except as otherwise set forth in the applicable Servicing Supplement, the Servicer shall be permitted to retain the amounts provided for in such Section received during a Collection Period until such amounts are required to be disbursed on the related Payment Date.

(c) With respect to Security Deposits:

(i) Subject to Section 6.1(b), the Servicer shall treat all Security Deposits remitted to it (or deemed remitted to it) in accordance with the Customary Servicing Practices as agent, custodian and bailee for the Titling Trust and as proceeds of the Lease Agreements, pending application of the proceeds thereof pursuant to clause (ii) below.

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(ii) The Servicer shall apply the proceeds of each Security Deposit in accordance with applicable law, the Customary Servicing Practices and the terms of the related Lease Agreements, including payment of shortfalls resulting from the related lessee’s default or failure to make payments required by the related Lease Agreement or from damage to the related Leased Vehicle. Upon termination of a Lease Agreement, the Servicer shall return to the related lessee any portion of the related Security Deposit remaining after deducting any amounts permitted under applicable law and the related Lease Agreement. To the extent permitted by applicable law and the related Lease Agreement, if a Lease Agreement becomes a Defaulted Lease or a Liquidated Lease, then the related Security Deposit shall become Liquidation Proceeds, which the Servicer shall apply (net of any Liquidation Expenses) to amounts owed by the related lessee under such Lease Agreement.

(iii) Except as otherwise required by applicable law, (A) the Servicer shall not be required to segregate Security Deposits from its own funds and (B) any income earned from any investment on the Security Deposits by the Servicer shall be for the account of the Servicer as additional compensation.

(d) With respect to any other funds received by the Servicer or the Owner Trustee related to any Trust Asset, upon receipt the Servicer shall either (i) deposit such funds to the related Collection Account or (ii) appropriately segregate and designate such funds on its records, pending application thereof pursuant to this Agreement and any applicable Servicing Supplement.

(e) The Servicer shall from time to time, in accordance with the Titling Trust Agreement or an applicable Exchange Note Supplement or Servicing Supplement, (i) identify and allocate on the books and records of the Titling Trust certain Lease Agreements and Leased Vehicles into one or more Designated Pools, either upon the initial creation of such Designated Pool or periodically following its creation, and direct the Owner Trustee to transfer periodically from and to the related accounts of the Titling Trust (A) such funds as are provided for in such Exchange Note Supplement or Servicing Supplement in connection with any such transfer of Trust Assets and (B) such Designated Pool’s appropriate share of the liabilities of the Titling Trust, as determined in accordance with the Titling Trust Agreement and such Exchange Note Supplement or Servicing Supplement.

(f) In connection with any Like Kind Exchange, the Servicer may, from time to time, in accordance with the Titling Trust Agreement or an applicable Exchange Note Supplement or Servicing Supplement (including any provision governing the payment of advances by the Servicer), subject to Section 2.11, (i) identify and reallocate or cause to be identified and reallocated certain Leased Vehicles from the related Designated Pool to the Lending Facility Pool on the books and records of the Titling Trust, and (ii) transfer or cause to be transferred from the Lender Pool to the relevant Exchange Note Collection Account an amount equal to the Net Liquidation Proceeds of such Liquidated Vehicles as payment for such reallocation.

SECTION 2.8. Settlement of Accounts.

(a) On or before each Determination Date, the Servicer shall deliver, (i) to the Owner Trustee, the Settlor, the Lender, the Administrative Agent and the Collateral Agent, a monthly report with respect to the Lending Facility Pool (the “Monthly Lending Facility Pool Report”) and (ii) except as otherwise provided in the related Servicing Supplement, to the each related Secured Party, a monthly report with respect to each Designated Pool (each, a “Monthly Exchange Note Report”), in each case, documenting, as applicable, (A) all advances to be made to, and distributions (including Servicer reimbursements) to be made from, the related Collection Account or (B) the manner in which the Servicer will apply all collections on the related Pool received by the Servicer on or prior to the next Payment Date.

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(b) The Servicer shall, from time to time, determine the respective amounts and recipients and:

(i) as and when required by and as provided in this Agreement, the Credit and Security Agreement or a related Servicing Supplement, transfer from the related Collection Account to the Servicer any due and unpaid Servicing Fees;

(ii) as and when required by the Titling Trust Agreement, this Agreement, the Credit and Security Agreement or a related Exchange Note Supplement or Servicing Supplement, transfer from the Lending Facility Collection Account any expenses or liabilities for which reimbursement is authorized hereunder or thereunder to the Person entitled thereto;

(iii) as and when required by a related Exchange Note Supplement or Servicing Supplement, transfer from the related Exchange Note Collection Account to the Lending Facility Collection Account funding for each Exchange Note’s share of any allocable expenses or losses for which reimbursement is authorized by the Titling Trust Agreement, the or such Exchange Note Supplement or Servicing Supplement to the extent not otherwise provided for in this Section;

(iv) as and when required in connection with the Basic Documents relating to a Transaction, transfer from the related Collection Account to the related Distribution Account such amounts as are required to be distributed from time to time in connection with such Transaction; and

(v) as and when required by the Titling Trust Agreement or a related Exchange Note Supplement or Servicing Supplement, transfer between the related Collection Accounts any other funds as provided for in the Titling Trust Agreement, the Credit and Security Agreement or any such Exchange Note Supplement or Servicing Supplement.

(c) Anything to the contrary notwithstanding, the Servicer shall be entitled to make any of the foregoing transfers by appropriately segregating and designating the relevant funds on its records, pending application thereof in accordance with this Agreement.

SECTION 2.9. Servicing Compensation.

(a) As compensation for the performance of its obligations under this Agreement, and subject to any applicable Servicing Supplement, the Servicer shall be entitled to receive (i) with respect to the Lending Facility Pool, the Lending Facility Pool Servicing Fee and (ii) with respect to any Designated Pool, the Designated Pool Servicing Fee and such additional compensation as may be provided for in the related Servicing Supplement. In servicing the Trust Assets allocated to a particular Pool, such servicing compensation shall be calculated based only on such Trust Assets and shall be deemed to be an expense incurred only with respect to such Pool. The Lending Facility Pool Servicing Fee shall be calculated on the basis of a 360-day year consisting of twelve (12) thirty (30) day months.

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(b) Unless otherwise provided in a Servicing Supplement, the Servicer shall be entitled to additional servicing compensation with respect to the related Trust Assets in the form of Administrative Charges to the extent that such amounts are not required for the payment of insurance premiums, Taxes or similar charges or other charges required to be paid to Dealers, Assigning Affiliates or other third parties allocable to the Lease Agreements and investment earnings on Security Deposits.

SECTION 2.10. Servicing Expenses and Reimbursement.

(a) Subject to any applicable Servicing Supplement, the Servicer shall pay all expenses incurred by it in connection with its servicing activities and shall not be entitled to reimbursement of such expenses except for unpaid Disposition Expenses, Insurance Expenses and Liquidation Expenses. The Servicer may advance Disposition Expenses, Insurance Expenses, Liquidation Expenses and Administrative Charges to the extent required to service the related Trust Assets. The Servicer shall be entitled to be reimbursed for Disposition Expenses, Insurance Expenses and Liquidation Expenses to which it is entitled by depositing only Net Liquidation Proceeds to the related Collection Account or by appropriately segregating and designating such funds on its records, pending application thereof.

(b) Except as otherwise provided in an Exchange Note Supplement or Servicing Supplement, the Servicer may obtain on any day from the Titling Trust, out of the related Collection Account, reimbursement for any Disposition Expenses, Insurance Expenses and Liquidation Expenses for the related Pool for any or all prior Collection Periods; provided, that the Servicer shall have delivered to the Owner Trustee an Officer’s Certificate setting forth the calculation of such Disposition Expenses, Insurance Expenses and Liquidation Expenses.

SECTION 2.11. Repossession, Recovery and Sale of Leased Vehicles.

(a) Subject to Section 2.12(b) and the related Exchange Note Supplement or Servicing Supplement, the Servicer shall use commercially reasonable efforts to sell or otherwise dispose of any Matured Vehicle not purchased by the lessee, by a Dealer or Assigning Affiliate and to repossess or recover and sell or otherwise dispose of any Liquidated Vehicle. In accordance with the foregoing standards, the Servicer shall follow such practices and procedures as are consistent with the standards set forth in Section 2.1 (b), which may include (i) engaging in self-help repossession to the extent permitted under applicable law, (ii) exercising efforts to realize upon Dealer Recourse as the Servicer may determine in its sole discretion, (iii) consigning a Leased Vehicle to a Dealer or Assigning Affiliate for resale or release (to the extent permitted by applicable law), (iv) selling a Leased Vehicle at public or private sale in a commercially reasonable manner, (v) commencing and prosecuting Proceedings with respect to such Lease Agreement or a related Leased Vehicle or (vi) taking any actions as are necessary or desirable in order to transfer a Leased Vehicle in a transaction that qualifies or will qualify as a Like Kind Exchange, in each case in compliance with the related Lease Agreement and all applicable laws.

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(b) The Servicer shall not be required to expend its own funds in repairing a Leased Vehicle that has been damaged by reason of an event for which the related lessee was not required under its Lease Agreement to obtain casualty or other insurance or maintain such insurance in full force and effect, unless the Servicer shall reasonably determine that such expenditure is likely to enhance Net Liquidation Proceeds. The Servicer shall expend funds in connection with the repossession and recovery or sale or other disposition of any Leased Vehicle (and such expense shall be deemed a Liquidation Expense) only to the extent that it reasonably determines that anticipated Liquidation Expenses will not exceed anticipated Liquidation Proceeds. Except as otherwise provided in the related Servicing Supplement, the Servicer shall be reimbursed for Disposition Expenses and Liquidation Expenses as provided in Section 2.10. The Titling Trust shall grant to the Servicer a Power of Attorney, and the Servicer, as “Grantee” thereunder, with full power of substitution, shall give prompt notice to the Owner Trustee upon any such substitution.

(c) In connection with any Like Kind Exchange, the Servicer shall direct or cause to occur all necessary action under such program, including:

(i) In order to effect Like Kind Exchanges, the Servicer shall be permitted from time to time to reallocate Leased Vehicles on the books and records of the Titling Trust from the relevant Designated Pool to the Lending Facility Pool prior to the sale or other disposition of such Leased Vehicles in accordance with the terms of this Agreement and, with respect to any Leased Vehicle allocated to a Designated Pool, the related Servicing Supplement. Furthermore, in order to effect Like Kind Exchanges, the Servicer shall be permitted from time to time to assign the Net Liquidation Proceeds relating to any such Leased Vehicle from the Lending Facility Pool to the Qualified Intermediary in connection with obtaining Replacement Vehicles. The Servicer shall be permitted to effect any reallocation of a Leased Vehicle on the books and records of the Titling Trust from the relevant Designated Pool to the Lending Facility Pool on the Business Day on which the Servicer reasonably believes the sale or other disposition of such Leased Vehicle shall occur (the “Scheduled Disposition Date”). If a Leased Vehicle has been reallocated from the relevant Designated Pool to the Lending Facility Pool and the anticipated sale or other disposition of such Leased Vehicle does not occur on or prior to the close of business on the related Scheduled Disposition Date then the Servicer shall immediately reallocate the related Leased Vehicle on the books and records of the Titling Trust from the Lending Facility Pool to the relevant Designated Pool.

(ii) With respect to any Leased Vehicle that is sold or otherwise disposed of following a reallocation described in Section 2.11(c)(i), the Servicer shall determine the Net Liquidation Proceeds relating to such Leased Vehicle. By no later than the close of business on the first (1^st) Business Day following the day on which such Leased Vehicle was sold or otherwise disposed of, the Servicer shall, or shall cause the Settlor to, subject to the terms of any Servicing Supplement, (A) deposit cash in an amount equal to the related Net Liquidation Proceeds into the relevant Exchange Note Collection Account, (B) allocate one or more Leased Vehicles with an aggregate Contract Residual Value that is at least equal to the Net Liquidation Proceeds of the related Leased Vehicle to the relevant Designated Pool or (C) both deposit cash to the relevant Exchange Note Collection Account and allocate one or more Leased Vehicles to the relevant Designated Pool so that the sum of such cash deposit plus the aggregate Contract Residual Value of such Leased Vehicles is at least equal to the Net Liquidation Proceeds of the related Leased Vehicle.

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(iii) The Servicer shall use the same commercially reasonable efforts to sell or otherwise dispose of Liquidated Vehicles under a Like Kind Exchange as required by Sections 2.11(a) and 2.11(b).

(iv) Upon the disposition of a Leased Vehicle and transfer of the proceeds of such disposition to the Qualified Intermediary, AmeriCredit shall direct the Qualified Intermediary to use such proceeds, together with any additional amounts received from the Settlor and any proceeds then held by the Qualified Intermediary as a result of the disposition of other Leased Vehicles, to acquire one or more Replacement Vehicles. Upon the purchase of any Replacement Vehicle by the Qualified Intermediary, the Servicer shall cause such Replacement Vehicle to be titled in accordance with Section 2.4 and allocated either (A) to a Designated Pool in accordance with Section 2.11(c)(iii) or (B) if no such allocation to a Designated Pool is required to fulfill the requirements of Section 2.11(c)(iii), to the Lending Facility Pool.

(v) If any Leased Vehicle is disposed of in connection with a Like Kind Exchange by being sold to AmeriCredit or to an Affiliate of AmeriCredit, AmeriCredit or such Affiliate, as the case may be, shall be deemed to have represented and warranted that (1) the sale price paid in respect of such sale represents the equivalent amount that AmeriCredit, as Servicer, would have obtained from a third-party purchaser in respect of such Leased Vehicle (unless the Base Residual Value is paid for such Leased Vehicle, in which case, the amount that would have been paid by a third-party purchaser shall be deemed to be the Base Residual Value), and (2) the costs and expenses of the Servicer to be netted against such proceeds are no greater than had such Leased Vehicle been sold directly to a third-party purchaser.

SECTION 2.12. Servicer to Act on Behalf of Trustee.

(a) In addition to the duties of the Servicer set forth in this Agreement or any of the other Basic Documents, the Servicer shall perform such calculations and shall prepare for execution by the Titling Trust or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Titling Trust or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Sarbanes-Oxley Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Titling Trust to take pursuant to this Agreement or any of the Basic Documents. In accordance with the directions of the Titling Trust or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral as are not covered by any of the foregoing provisions and as are expressly requested by the Titling Trust or the Owner Trustee and are reasonably within the capability of the Servicer.

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(b) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Administrative Agent in the event that any withholding tax is imposed on the Titling Trust’s payments (or allocations of income) to any Certificateholder (as defined in the Titling Trust Agreement) as contemplated by this Agreement or any other Basic Document. Any such notice shall be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Administrative Agent pursuant to such provision.

(c) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Titling Trust and shall be, in the Servicer’s opinion, no less favorable to the Titling Trust in any material respect.

(d) The Servicer shall prepare and file, on behalf of APGO and the Titling Trust, all tax returns, tax elections, financial statements and such annual or other reports attributable to the activities engaged in by the Titling Trust as are necessary for preparation of tax reports, including without limitation forms 1099. All tax returns will be signed by APGO or the Servicer.

(e) Notwithstanding the foregoing, with respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Section 2.12 unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee, the Administrative Agent and the Collateral Agent of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Owner Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include: (A) the amendment of or any supplement to the Credit and Security Agreement; (B) the initiation of any claim or lawsuit by the Titling Trust and the compromise of any action, claim or lawsuit brought by or against the Titling Trust (other than in connection with the collection of the Lease Agreements or liquidation of the Leased Vehicles); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; and (D) the removal of, and appointment of a successor, Collateral Agent.

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(f) The Servicer shall identify from time to time all (i) UCC financing statements reflecting certain interests in Lease Agreements allocated to a particular Pool and all related rights, (ii) periodic sales and use Tax, income or franchise Tax or property (real or personal) Tax reports for the Titling Trust and the Owner Trustee, (iii) periodic renewals of licenses and permits, (iv) periodic renewals of qualifications to act as a statutory trust and trustee of a statutory trust and (v) other periodic governmental filings, returns, registrations or approvals (items (i) through (v), collectively, “Filings”) arising with respect to or required of the Owner Trustee or the Titling Trust, including (in the ease of clauses (iii) and (v)) such licenses, permits and other Filings as are required for the Titling Trust or the Owner Trustee on behalf of the Titling Trust, as the case may be, to originate and accept assignments of Lease Agreements or Leased Vehicles and to be identified and maintained as the owner of the Leased Vehicles on the related Certificates of Title, as contemplated by Sections 2.4 and 2.5(a). The Servicer shall also identify any surety bonds or other ancillary undertakings required of the Titling Trust or the Owner Trustee in respect of any Filing. The Servicer, with, to the extent applicable, the cooperation of the Settlor, the Owner Trustee or the Titling Trust, shall timely prepare and file or cause to be filed, with the appropriate Person each Filing and each such ancillary undertaking, and shall pay any and all fees, Taxes or expenses required to be paid in connection with the foregoing. In connection with the foregoing, the Titling Trust grants to the Servicer such authority, and will, from time to time, execute and deliver to the Servicer any necessary power of attorney (including a Power of Attorney), as it may require, to effect each such Filing or ancillary undertaking. If the Servicer receives notice, or has actual knowledge, of material non-compliance with any Filing requirement, it shall promptly so notify the Owner Trustee and take all required action to rectify such noncompliance. Notwithstanding the foregoing, the Servicer shall not be required to perform any of the actions specified in this Section in connection with any requirements that may be applicable to any Co-Trustee (except to the extent provided for in an applicable Co-Trustee Agreement to which the Servicer is a party), separate trustee or nominee of the Titling Trust.

SECTION 2.13. Liability of Servicer; Indemnities.

(a) The Servicer (in its capacity as such) shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Servicer and the representations made by the Servicer.

(b) The Servicer shall defend, indemnify and hold harmless the Titling Trust, the Owner Trustee, the Settlor, the Administrative Agent, the Collateral Agent and their respective officers, directors, agents and employees and the Secured Parties from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Leased Vehicle.

(c) The Servicer shall indemnify, defend and hold harmless the Titling Trust, the Owner Trustee, the Settlor, the Administrative Agent, the Collateral Agent and their respective officers, directors, agents and employees and the Secured Parties from and against any Taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement or any other Basic Document, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes based on income payable to such Persons hereunder or thereunder) and costs and expenses in defending against the same.

(d) The Servicer shall indemnify, defend and hold harmless the Titling Trust, the Owner Trustee, the Settlor, the Administrative Agent, the Collateral Agent and their respective officers, directors, agents and employees and the Secured Parties from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon the Titling Trust, the Owner Trustee, the Settlor, the Administrative Agent, the Collateral Agent or the Secured Parties by reason of the negligence, misfeasance or bad faith in the performance of the Servicer’s duties under this Agreement or any other Basic Document or by reason of reckless disregard of the Servicer’s obligations and duties under this Agreement or any other Basic Document (excluding credit and residual value losses).

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(e) AmeriCredit shall indemnify, defend and hold harmless the Titling Trust, the Owner Trustee, the Settlor, the Administrative Agent, the Collateral Agent and their respective officers, directors, agents and employees and the Secured Parties from and against any loss, liability or expense incurred by reason of the violation by Servicer of federal or state securities laws in connection with the registration or the sale of any Exchange Note.

(f) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall include costs and expenses incurred in connection with the enforcement of any such indemnification rights. If the Servicer has made any indemnity payments pursuant to this Section and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest.

(g) The obligations of the Servicer under this Section shall survive (i) any transaction described in Section 5.4 and any acts, occurrences or transactions related thereto whether arising before or after the date of such transaction, (ii) the resignation or removal of the Servicer, the Owner Trustee, the Administrative Agent or the Collateral Agent and (iii) the termination of this Agreement, any related Servicing Supplement and the other Basic Documents.

SECTION 2.14. Third Party Claims. The Servicer shall immediately notify the Settlor, the Administrative Agent, the Collateral Agent, the Owner Trustee and each affected Secured Party upon learning of a Claim or Lien of whatever kind of a third party that would be likely to have a material adverse impact (not reasonably expected to be covered by insurance) on the Titling Trust or any Trust Assets allocated to a particular Pool. The Servicer shall be responsible for the defense of any Claim against the Owner Trustee arising pursuant to or in connection with a Claim or Proceeding (a) contemplated by SECTION 2.13(a), (b), (c) and (d), subject to the qualifications described therein, (b) originally commenced by the Servicer or the Titling Trust to enforce a Lease Agreement or (c) with respect to the servicing of a Lease Agreement. If the Servicer is responsible for the defense of such a Proceeding or Claim, the Servicer will provide such information with respect thereto as is reasonably requested by the Settlor, the Owner Trustee or the related Secured Party, as applicable.

SECTION 2.15. Insurance. The Servicer shall cause each Lease Agreement to require (i) a comprehensive and collision physical damage insurance policy covering the actual cash value of the related Leased Vehicle and (ii) automotive liability insurance in amounts at least equal to the amount prescribed by applicable State law shall be obtained and maintained in full force and effect during the related Lease Term. Each Lease Agreement shall provide that failure to obtain and maintain the required insurance is a default under the Lease Agreement. For the avoidance of doubt, evidence that a “self-insurance” policy is maintained that satisfies the dollar amount requirements in clauses (i) and (ii) shall satisfy the requirements of this Section 2.15.

SECTION 2.16. Subservicer.

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(a) The Servicer may enter into subservicing agreements with one or more subservicers for the servicing and administration of any or all of the Lease Agreements. References in this Agreement to actions taken, to be taken, permitted to be taken, or restrictions on actions permitted to be taken, by the Servicer in servicing the Lease Agreements shall include actions taken, to be taken, permitted to be taken, or restrictions on actions permitted to be taken, by a subservicer on behalf of the Servicer. Each subservicing agreement will be upon such terms and conditions as are not inconsistent with this Agreement and the standard of care set forth herein and as the Servicer and the subservicer have agreed. All compensation payable to a subservicer under a subservicing agreement shall be payable by the Servicer from its servicing compensation or otherwise from its own funds.

(b) Notwithstanding any subservicing agreement or any of the provisions of this Agreement relating to agreements or any arrangements between the Servicer or a subservicer or any reference to actions taken through such Persons or otherwise, the Servicer shall remain obligated and liable for the servicing and administering of the Lease Agreements in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements.

(c) Any subservicing agreement that may be entered into and any other transactions or servicing arrangements relating to or involving a subservicer in its capacity as such shall be deemed to be between the subservicer and the Servicer alone, and the Titling Trust, the Owner Trustee and any Secured Party shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the subservicer except as set forth in the next succeeding paragraph.

In the event the Servicer shall for any reason no longer be acting as such, the Successor Servicer may, in its discretion, thereupon assume all of the rights and obligations of the outgoing Servicer under a subservicing agreement. In such event, the Successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the outgoing Servicer as a party to each such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the Successor Servicer, except that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the subservicer under such subservicing agreement. The outgoing Servicer shall deliver to the Successor Servicer all documents and records relating to each such subservicing agreement and the Lease Agreements then being serviced thereunder and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of any subservicing agreement to the Successor Servicer. In the event that the predecessor servicer is being replaced upon the occurrence of a Lending Facility Servicer Default or Exchange Note Servicer Default or otherwise for cause, the predecessor Servicer shall pay all reasonable set-up and conversion costs associated with the transfer of the servicing rights to the Successor Servicer. In the event that the Successor Servicer elects not to assume a subservicing agreement, the outgoing Servicer, at its expense, shall cause the subservicer to deliver to the Successor Servicer all documents and records relating to the Lease Agreements and Leased Vehicles being serviced thereunder and all amounts held (or thereafter received) by such subservicer (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of servicing of the Lease Agreements and Leased Vehicles being serviced by such subservicer to the Successor Servicer.

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SECTION 2.17. Pull Ahead Lease Agreements. If a Pull Ahead Program is instituted, any Lease Agreement subject to such Pull Ahead Program shall become a Pull Ahead Lease Agreement as of the end of the Collection Period during which the related Lessee elected to terminate the Lease Agreement prior to its Maturity Date by delivery of the related Leased Vehicle to a Dealer and payment of any required Monthly Payments and any other required amount pursuant to such Pull Ahead Program. The Servicer shall cause the related Pull Ahead Payment Provider to remit to it all Pull Ahead Payments relating to Pull Ahead Lease Agreements in accordance with the terms of the related Pull Ahead Program, including pursuing applicable legal remedies if such payments are not paid. For the avoidance of doubt, no Successor Servicer shall be obligated to maintain a Pull Ahead Program.

ARTICLE III

ACCOUNTS, STATEMENTS AND REPORTS

SECTION 3.1. Establishment of Collection Accounts.

(a) Prior to the first Payment Date on which amounts will be due and payable pursuant to Section 10.2 of the Credit and Security Agreement to a party other than AmeriCredit (in its capacity as Servicer, as Lender or otherwise) the Collateral Agent, on behalf of the Lender, shall establish and maintain in its own name an Eligible Deposit Account (the “Lending Facility Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Collateral Agent on behalf of the Lender. Prior to the establishment of such Lending Facility Collection Account, all amounts required to be deposited thereto shall instead be deposited with or at the direction of the Servicer, for further application by the Servicer in accordance with the terms hereof. The Collateral Agent will also establish an Exchange Note Collection Account pursuant to each Servicing Supplement that will relate to the related Designated Pool and Exchange Note. Each Collection Account shall initially be established with the Collateral Agent.

(b) Unless otherwise specified in the related Servicing Supplement with respect to an Exchange Note Collection Account, funds on deposit in the Collection Accounts shall be invested by the Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Permitted Investments selected in writing by the Servicer (pursuant to standing instructions or otherwise). All such Permitted Investments shall be held by or on behalf of the Collateral Agent for the benefit of the related Secured Party. Funds on deposit in any Trust Account shall be invested in Permitted Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Payment Date. All Permitted Investments will be held to maturity. The Servicer acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each such investment or the Collateral Agent’s receipt of a broker’s confirmation. The Servicer agrees that such notifications will not be provided by the Collateral Trustee hereunder, and the Collateral Trustee shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available if no activity has occurred in the relevant Account during such period.

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(c) All Investment Earnings of moneys deposited in each Collection Account shall be deposited (or caused to be deposited) in such Collection Account by 10:00 a.m. on each Payment Date by the Collateral Agent and applied in the manner set forth in the Credit and Security Agreement or related Exchange Note Supplement, as applicable, and any loss resulting from such investments shall be charged to such Collection Account. The Servicer will not direct the Collateral Agent to make any investment of any funds held in any of the Collection Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Collateral Agent to make any such investment, if requested by the Collateral Agent, the Servicer shall deliver to the Collateral Agent an Opinion of Counsel, acceptable to the Collateral Agent, to such effect.

(d) The Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the Collection Accounts resulting from any loss on any Permitted Investment included therein except for losses attributable to the Collateral Agent’s failure to comply with the applicable investment instructions pursuant to the terms of this Agreement or its failure to make payments on such Permitted Investments issued by the Collateral Agent, in its commercial capacity as principal obligor and not as Collateral Agent, in accordance with their terms.

(e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Collection Accounts to the Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and Collateral Agent) on any Business Day the funds in such Collection Account will be invested in accordance with the investment direction most recently provided by the Servicer; provided, that, if no investment direction has been provided by the Servicer by such date, the funds in such Collection Account will be held univested.

(f) The Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Collection Accounts and in all proceeds thereof for the benefit of the related Secured Parties and all such funds, investments, proceeds and income shall be part of the Trust Estate. Except as otherwise provided herein, the Collection Accounts shall be under the sole dominion and control of the Collateral Agent for the benefit of the related Secured Parties. If, at any time, any of the Collection Accounts ceases to be an Eligible Deposit Account, the Collateral Agent (or the Servicer on its behalf) shall within five (5) Business Days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note, if any, may consent) establish a new Collection Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Collection Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Collection Accounts are not accounts with the Collateral Agent, the Servicer shall notify the Collateral Agent in writing promptly upon any of such Collection Accounts ceasing to be an Eligible Deposit Account.

(g) With respect to the Trust Account Property, the Collateral Agent agrees that:

(i) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Collateral Agent, and the Collateral Agent shall have sole signature authority with respect thereto;

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(ii) any Trust Account Property that constitutes “physical property” (as such term is defined in the definition of “Delivery” contained in Annex A hereto) shall be delivered to the Collateral Agent in accordance with paragraph (i) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Collateral Agent or a securities intermediary (as such term is defined in Section 8-102(14) of the UCC) acting solely for the Collateral Agent;

(iii) the “securities intermediary’s jurisdiction” for purposes of Section 8-110 of the UCC shall be the State of New York;

(iv) any property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of “Delivery” and shall be maintained by the Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph;

(v) any Trust Account Property that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (4) above shall be delivered to the Collateral Agent in accordance with paragraph (iii) or (iv), if applicable, of the definition of “Delivery” and shall be maintained by the Collateral Agent, pending maturity or disposition, through continued registration of the Collateral Agent’s (or its nominee’s) ownership of such security; and

(vi) any cash shall be considered a “financial asset” under Article 8 of the UCC.

(h) The Servicer shall have the power to instruct the Collateral Agent to make withdrawals and payments from the Collection Accounts for the purpose of permitting the Servicer and the Collateral Agent to carry out its respective duties hereunder, under the Credit and Security Agreement and under any other agreements related thereto or to withdraw amounts that do not constitute Collections for any Collection Period that were deposited in error.

SECTION 3.2. Reporting by the Servicer; Delivery of Certain Documentation.

(a) On or before each Determination Date, in accordance with Section 2.8(a), the Servicer shall deliver the Monthly Lending Facility Pool Report to the Owner Trustee, the Settlor, the Lender and the Collateral Agent and each Monthly Exchange Note Report to the related Secured Parties, in each case, for the related Collection Period. Notwithstanding the foregoing or Section 2.8(a), if at any time no Exchange Notes are outstanding the Servicer shall not be required to deliver any Servicer Reports unless requested to do so by the Lender.

(b) The Servicer will also provide any additional reports, certificates or notices specified in any Servicing Supplement to the recipients and in accordance with the terms specified therein.

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ARTICLE IV

SERVICER DEFAULTS

SECTION 4.1. Servicer Defaults; Termination of Servicer.

(a) The following acts and occurrences, with respect to the Lending Facility Pool will constitute “Lending Facility Servicer Defaults”:

(i) the occurrence of an Insolvency Event with respect to the Servicer;

(ii) failure by the Servicer to remit to the Lending Facility Collection Account any proceeds or payment required to be so remitted under the terms of this Agreement that continues unremedied for a period of two (2) Business Days after written notice is received by the Servicer from the Titling Trust, the Settlor or the Collateral Agent, or after discovery of such failure by a Responsible Officer of the Servicer;

(iii) failure on the part of the Servicer to observe its covenants and agreements set forth in Section 5.3; or

(iv) failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (A) materially and adversely affects the rights of the Lender, and (B) continues unremedied for a period of thirty (30) days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Titling Trust, the Settlor, the Administrative Agent or the Collateral Agent.

(b) Except as otherwise provided in the related Servicing Supplement, the following acts and occurrences with respect to any Designated Pool, will constitute “Exchange Note Servicer Defaults” for such Designated Pool:

(i) the occurrence of an Insolvency Event with respect to the Servicer;

(ii) failure by the Servicer to remit to the related Exchange Note Collection Account any proceeds or payment required to be so remitted under the terms of this Agreement or the related Servicing Supplement that continues unremedied for a period of two (2) Business Days after written notice is received by the Servicer from by the related Exchange Noteholder, the Administrative Agent or the Collateral Agent, or after discovery of such failure by a Responsible Officer of the Servicer;

(iii) failure on the part of the Servicer to observe its covenants and agreements set forth in Section 5.3; or

(iv) failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or the related Servicing Supplement, which failure (A) materially and adversely affects the rights of the related Exchange Noteholder or the Holders of any securities which are secured by the related Exchange Noteholder, and (B) continues unremedied for a period of thirty (30) days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the related Exchange Noteholder, the Administrative Agent or the Collateral Agent.

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(c) The Servicer shall provide to the Owner Trustee, the Collateral Agent, the Administrative Agent the related Secured Party and the related Exchange Noteholder, if applicable, prompt notice of any Lending Facility Servicer Default or Exchange Note Servicer Default.

(d) If a Lending Facility Servicer Default or Exchange Note Servicer Default shall have occurred and be continuing, the Titling Trust may, upon being provided indemnity or security satisfactory to it, remedy such Lending Facility Servicer Default or Exchange Note Servicer Default, as applicable, or at the direction of the related Secured Party, by notice to the Servicer, terminate all of the rights and obligations of the Servicer under this Agreement and the related Servicing Supplement in respect of the related Pool, including all or a portion (allocable to the rights and obligations terminated) of the rights of the Servicer to receive the servicing compensation provided for in Section 2.10 (or the applicable portion thereof) with respect to such Pool following the assumption by a successor of the Servicer’s duties hereunder. Upon any such termination, the Servicer shall continue to perform its functions as Servicer until the earlier of the date specified in the termination notice or, if no such date is specified therein, the date of the Servicer’s receipt of such notice, at which time all rights, powers, duties, obligations and responsibilities of the Servicer under this Agreement and the related Servicing Supplement, whether with respect to the Servicing Fee or otherwise, so terminated with respect to the related Pool shall, as applicable, vest in and be assumed by a Successor Servicer appointed by the related Secured Party, pursuant to a servicing agreement with the Titling Trust and such Secured Party, containing substantially the same provisions as this Agreement in respect of the related Pool (including those with respect to the compensation of such Successor Servicer). The Successor Servicer is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments (including any notices to Lessees deemed necessary or advisable by the Successor Servicer), and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Such action shall include, directing any or all of the related Lessees to remit payments on or in respect of the related Lease Agreements and Leased Vehicles to an account or address designated by the Successor Servicer. The Servicer shall comply with its obligations under Section 6.1(b) in connection with any such termination.

(e) All reasonable costs and expenses incurred in connection with transferring the servicing of the related Lease Agreements and Leased Vehicles to the Successor Servicer and amending this Agreement and the related Servicing Supplement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. In the event that a Servicer fails to pay costs and expenses for which it is responsible under this Section within a reasonable time after presentation of such documentation, the Successor Servicer shall be entitled to reimbursement therefor as a Liability payable from Trust Assets in accordance with Section 7.1 of the Titling Trust Agreement, and the Titling Trust shall be subrogated to the reimbursement rights of the Successor Servicer against the departing Servicer.

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(f) At the written direction of the related Secured Party, the Titling Trust shall waive a default by the Servicer in the performance of its obligations hereunder and its consequences with regard to any Pool, except that any such waiver in respect of a Pool may only be given in accordance with the related Exchange Note Supplement or the related Servicing Supplement. Upon any such waiver by the Titling Trust of a past default, such default shall cease to exist, and any Lending Facility Servicer Default or Exchange Note Servicer Default, as applicable, arising therefrom shall be deemed to have been remedied for every purpose of this Agreement and the related Servicing Supplement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

(g) If the Servicer resigns or is terminated as Servicer hereunder with respect to a Pool, the related Secured Party shall appoint a Successor Servicer hereunder. If a Successor Servicer is not appointed by the effective date of the predecessor Servicer’s termination hereunder or resignation pursuant to Section 5.4, then the related Secured Party shall promptly appoint or petition a court of competent jurisdiction to appoint as Successor Servicer with respect to such Pool any established entity the regular business of which includes the servicing of motor vehicle leases or retail installment sale contracts.

(h) In the event of the partial termination of any, but not all, of the Servicer’s rights and powers hereunder, the Servicer shall continue to service, administer and collect Lease Agreements and Leased Vehicles in unaffected Pools and shall have the right to receive servicing compensation in accordance with Section 2.9 with respect to all such unaffected Pools.

(i) Except as otherwise provided in the related Servicing Supplement, any compensation payable to a Successor Servicer may not be in excess of that permitted by the predecessor Servicer unless the related Secured Parties bear such excess costs exclusively.

SECTION 4.2. No Effect on Other Parties. Upon any complete or partial termination of the rights and powers of the Servicer from time to time pursuant to Section 6.1 or upon any appointment of a Successor Servicer with respect to all or a portion of the Trust Assets, all rights, powers, duties and obligations of the Titling Trust under this Agreement and each other Titling Trust Document shall remain unaffected by such termination or appointment and shall remain in full force and effect thereafter, except as otherwise expressly provided in this Agreement or in any other Titling Trust Document.

ARTICLE V

THE SERVICER

SECTION 5.1. Representations and Warranties. As of the date hereof, the Servicer makes the following representations and warranties to the Titling Trust and each Secured Party:

(a) Organization and Good Standing. The Servicer has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to enter into and perform its obligations under this Agreement.

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(b) Due Qualification. The Servicer is duly qualified to do business, is in good standing and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Lease Agreements and Leased Vehicles as required by this Agreement) requires or shall require such qualification , except when the failure to have any such license, approval or qualification would not be likely to have a material adverse effect on the condition, financial or otherwise, of the Servicer or would not be likely to have a material adverse effect on the ability of the Servicer to perform its obligations under this Agreement or any Servicing Supplement.

(c) Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and the Basic Documents to which it is a party and to carry out its terms and their terms, respectively, and the execution, delivery and performance of this Agreement and the Basic Documents to which it is a party have been duly authorized by the Servicer by all necessary corporate action.

(d) Binding Obligation. This Agreement and the Basic Documents to which it is a party have been duly executed and delivered by the Servicer and shall constitute legal, valid and binding obligations of the Servicer enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Servicer, or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it is bound, or result in the creation or imposition of any material Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement or a related Servicing Supplement, or violate any law, order, rule or regulation applicable to the Servicer of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or any of its properties , in each case which breach, default, conflict, lien or violation would be likely to have a material adverse effect on the financial condition of the Servicer or its ability to perform its obligations under this Agreement or any Servicing Supplement.

(f) No Proceedings. There are no proceedings or investigations pending or, to the Servicer’s knowledge, threatened against the Servicer, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (A) asserting the invalidity of this Agreement, (B) seeking to prevent the issuance of the any Exchange Note or the consummation of any of the transactions contemplated by this Agreement or the Credit and Security Agreement, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Titling Trust or any Pool.

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(g) No Consents. The Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement which has not already been obtained.

SECTION 5.2. Limitation on Liability of Servicer.

(a) Neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Titling Trust, the Collateral Agent, any Secured Party or any third party beneficiary of this Agreement or any other Titling Trust Document, except as otherwise provided in the applicable Titling Trust Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or any other Titling Trust Document, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such individual against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties under this Agreement or any other Titling Trust Document.

(b) Except as otherwise provided in this Agreement or any other Titling Trust Document, the Servicer shall not be under any obligation to appear in, prosecute or defend any Proceeding not incidental to its duties to service the Lease Agreements and Leased Vehicles in accordance with this Agreement, and that in its opinion may involve it in any liability; provided, however, that the Servicer may undertake any reasonable action it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Titling Trust, and any reasonable expense related to any such undertaking by the Servicer shall be reimbursable to the Servicer as Disposition Expenses, Liquidation Expenses or Insurance Expenses, as the case may be, pursuant to Section 2.10 hereof.

(c) The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement or any other Titling Trust Document.

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SECTION 5.3. Merger. The Servicer shall not merge or consolidate with any other person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to the Servicer’s business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of the Servicer contained in this Agreement. Any corporation (a) into which the Servicer may be merged or consolidated, (b) resulting from any merger or consolidation to which the Servicer shall be a party, (c) which acquires by conveyance, transfer, or lease substantially all of the assets of the Servicer, or (d) succeeding to the business of the Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and each other Basic Document and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement and each other Basic Document to which the Servicer is a party without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement or any other Basic Document, anything in this Agreement or any other Basic Document to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Servicer from any obligation. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Settlor, each Secured Party and the Collateral Agent thirty (30) days prior to such merger, consolidation or succession. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Servicer’s business, unless (y) the Servicer shall have delivered to the Owner Trustee, the Settlor, each Secured Party and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) the Servicer shall have delivered to the Owner Trustee, the Settlor, each Secured Party and the Collateral Agent an Opinion of Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the respective interests of the Titling Trust in the Lease Agreements and Leased Vehicles and the Collateral Agent in the Collateral and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

SECTION 5.4. Servicer Not to Resign; Assignment. Subject to the provisions of Section 5.3, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would be likely to result in a material adverse effect on the Servicer, and the Settlor and any Secured Party does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Owner Trustee, the Settlor and each Secured Party. No resignation of the Servicer shall become effective until an entity acceptable to Settlor and the each Secured Party shall have assumed the responsibilities and obligations of the Servicer.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1. Termination of Agreement; Transfer of Servicing Materials to Successor Servicer.

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(a) This Agreement shall terminate, completely or (if so indicated) in part with respect to one or more Pools, upon the earlier of (i) the termination of the Titling Trust or, with respect to any Pool, upon the termination of such Pool in accordance with the Credit and Security Agreement and the related Exchange Note Supplement, (ii) with respect to the Servicer, but not as to any applicable Successor Servicer, the termination of the Servicer as Servicer hereunder in accordance with the terms of this Agreement (completely or with regard to any of (A) the Servicer’s obligation to cause the assignment of Lease Agreements, Leased Vehicles and related Trust Assets to the Titling Trust or (B) the Servicer’s servicing obligations with regard to one or more Pools) or (iii) the mutual written determination of the parties hereto (completely or in any part as set forth in clause (ii) above). Upon any termination of the Servicer’s servicing obligations hereunder with regard to any Pool, upon payment of all amounts due to the Servicer hereunder with respect to such Pool (including related accrued Servicing Fees (to the extent payable from Trust Assets) and additional servicing compensation payable in respect of such Pool and reimbursement of any advances), the Servicer shall pay to or upon the order of the Titling Trust or any other Person entitled thereto all monies held by the Servicer on behalf of the Titling Trust or the Owner Trustee with respect to such Pool. Any termination of the Servicer with respect to one Pool shall not thereby effect a termination of the Servicer with respect to any other Pool in existence at the time of such termination.

(b) If the rights of the Servicer are terminated hereunder with regard to any Pool, the Servicer shall, upon demand of the Titling Trust , deliver to the Titling Trust or the applicable Successor Servicer copies of all books and records necessary for the servicing of the related Lease Agreements and Leased Vehicles, all monies collected by it and required to be deposited in any Trust Account or other account relating to the Pool (including the transfer of applicable Security Deposits being held by the Servicer), and any related Leased Vehicle in its possession that has been repossessed or recovered and is part of Matured Vehicle Inventory and in either case has not yet been sold or otherwise disposed of pursuant to this Agreement. In addition, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the applicable Lease Agreements to the Successor Servicer. As promptly as practicable, the Servicer shall provide to the Successor Servicer a current computer tape containing all information required for the servicing of such Lease Agreements, together with documentation containing any and all information necessary for use of such computer tape.

SECTION 6.2. Amendment.

(a) Subject to Section 6.2(b), this Agreement may be amended as it relates to (i) the Lending Facility Pool, by written agreement among the Titling Trust, the Settlor, the Servicer and the Lender and (ii) any Designated Pool, by one or more Servicing Supplements among the Titling Trust, the Settlor, the Collateral Agent, the Servicer, the related Exchange Noteholder and any additional Persons required by the related Servicing Supplement; provided, that to the extent an amendment pursuant to clause (i) materially adversely affects the interests of any Exchange Noteholder, the prior written consent of such Exchange Noteholder must be obtained. A Servicing Supplement may provide, among other things, for further specific servicing obligations with respect to the related Pool. Such Servicing Supplements may permit the termination of this Agreement insofar as it applies to the related Pool, upon the terms and conditions set forth therein; provided, that no Servicing Supplement shall be effective to authorize or effect the termination of this Agreement insofar as it relates to the Lending Facility Pool or any other Designated Pool.

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(b) This Agreement may be amended at any time by the Settlor, the Titling Trust, the Collateral Agent and the Servicer, without the consent of any Secured Party, (i) to (A) cure any ambiguity, (B) correct or supplement any provision herein that may be inconsistent with any other provision herein, (C) add any provision that provides additional rights to the Holders or (D) ensure that the Titling Trust is not classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, as evidenced by an Opinion of Counsel; provided, in each case, that such amendment will not, in the good faith judgment of the parties thereto, materially and adversely affect the interest of any Secured Party or (ii) for any other purpose; provided, that an Opinion of Counsel is delivered to the Owner Trustee and the Collateral Agent to the effect that such amendment or supplement will not materially and adversely affect the interest of any Secured Party.

SECTION 6.3. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 6.4. Relationship of this Agreement to Other Titling Trust Documents. Unless the context otherwise requires, this Agreement and the other Titling Trust Documents shall be interpreted so as to give full effect to all provisions hereof and thereof. In the event of any actual conflict between the provisions of this Agreement and (a) the Titling Trust Agreement, with respect to the servicing of any Trust Assets, the provisions of this Agreement shall prevail and (b) any Servicing Supplement with respect to the servicing of any Related Trust Assets, the provisions of such Servicing Supplement shall control with respect to the related Pool.

SECTION 6.5. Notices. All demands, notices, directions, requests and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or facsimile transmission, and addressed in each case as follows: (a) if to the Servicer, at AmeriCredit Financial Services, Inc.,

801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (b) if to the Titling Trust, in care of Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration; Facsimile: (302) 636-4140, with a copy to the Servicer and the Settlor, (c) if to the Settlor, in care of Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration; Facsimile: (302) 636-4140, with a copy to the Servicer, or (d) with respect to any of the foregoing Persons, at such other address as shall be designated by such Person in a written notice to the other parties hereto. Delivery shall occur only upon receipt or rejected tender of such communication by an officer of the recipient entitled to receive such notices located at the address or telecopier number of such recipient for notices hereunder.

SECTION 6.6. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement or any Servicing Supplement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement or such Servicing Supplement, as supplemented or amended, and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions and terms of this Agreement or any Servicing Supplement.

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SECTION 6.7. Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

SECTION 6.8. Table of Contents and Headings. The Table of Contents and Article and Section headings herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 6.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, regardless of whether delivered in physical or electronic form, but all of which counterparts shall together constitute but one and the same instrument.

SECTION 6.10. Further Assurances. Each party shall take such acts, and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder.

SECTION 6.11. Third-Party Beneficiaries. Each Secured Party, the Administrative Agent and the Collateral Agent shall be third party beneficiaries of this Agreement. Any Person designated as a third party beneficiary in a Servicing Supplement shall be third-party beneficiaries of this Agreement as supplemented by such Servicing Supplement. Except as otherwise provided in this Agreement or a Servicing Supplement, no other Person shall have any rights hereunder.

SECTION 6.12. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power or privilege under this Agreement or any Servicing Supplement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided in this Agreement and any Servicing Supplement are cumulative and not exhaustive of any rights, remedies, powers or privileges provided at law, in equity or otherwise.

SECTION 6.13. No Petition. Each of the parties hereto covenants and agrees that prior to the date that is one year and one (1) day after the date on which all obligations under each Transaction have been paid in full, it will not institute against, or join any other Person in instituting against the Titling Trust or the Settlor any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any Insolvency Law. This Section shall survive the complete or partial termination of this Agreement or the complete or partial resignation or removal of the Servicer.

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SECTION 6.14. Series Liabilities. It is expressly understood and agreed by the Servicer, and all persons claiming through the Servicer, that the Trust Assets that are allocated to the Lending Facility Pool are intended to support only the Lending Facility and that the Trust Assets that are allocated to each Designated Pool are intended to support only the related Exchange Note and that the related Secured Parties have expressly agreed to such allocations in the Credit and Security Agreement and the respective Exchange Note Supplements. As such, separate and distinct records shall be maintained by the Servicer for the Lending Facility Pool and each Designated Pool and the Trust Assets associated with the Lending Facility Pool and each Designated Pool shall be held and accounted for separately from any other assets of the Titling Trust. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Lending Facility and each Exchange Note shall be enforceable against the Lending Facility Pool or the related Designated Pool only, and not against the Trust Assets generally or the assets of any other Designated Pool.

SECTION 6.15. Termination of Like Kind Exchanges. If AmeriCredit is terminated as Servicer for any reason under this Agreement, the provisions hereof relating to the reallocation of Leased Vehicles pursuant to Like Kind Exchanges shall be of no further force or effect and the Successor Servicer shall not be permitted to effect any such Like Kind Exchanges.

SECTION 6.16. Limitation of Liability.

(a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Trustee of the Titling Trust and as owner trustee of APGO, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and the Settlor Trust Agreement, as applicable, (ii) each of the representations, undertakings and agreements herein made on the part of the Titling Trust and APGO is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Titling Trust and APGO, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (iv) Wilmington Trust Company has made no investigation as to the accuracy or completeness of any representations or warranties made by the Titling Trust or APGO in this Agreement and (v) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Titling Trust or APGO or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Titling Trust or APGO under this Agreement or the other related documents.

(b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Wells Fargo Bank, National Association, not in its individual capacity but solely as Collateral Agent for the benefit of the Secured Parties and in no event shall Wells Fargo Bank, National Association, have any liability for the representations, warranties, covenants, agreements or other obligations of the Titling Trust or APGO hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

SECTION 6.17. Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:

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(a) submits for itself and its property in any legal action relating to this Agreement, the Basic Documents or any other documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; and

(c) waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Basic Documents or the transactions contemplated hereby.

SECTION 6.18. No Partnership or Joint Venture. Nothing contained in this Agreement (a) shall constitute the Servicer and any of the Titling Trust, the Administrative Agent, the Collateral Agent or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) shall be construed to impose any liability as such on any of them or (c) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written.

ACAR LEASING LTD.,
As Titling Trust
By:	WILMINGTON TRUST COMPANY,
	not in its individual capacity, but solely as Owner Trustee
By:	/s/ Clarice Wright
	Name: Clarice Wright
	Title: Assistant Vice President
AMERICREDIT FINANCIAL SERVICES, INC.,     as Servicer
By:	/s/ Sheli Fitzgerald
	Name: Sheli Fitzgerald
	Title: Senior Vice President, Corporate Treasury
APGO TRUST,     as Settlor
By:	WILMINGTON TRUST COMPANY,
	not in its individual capacity but solely as Owner Trustee
By:	/s/ Clarice Wright
	Name: Clarice Wright
	Title: Assistant Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Collateral Agent
By:	/s/ Cheryl Zimmerman
	Name: Cheryl Zimmerman
	Title: Vice President

[Signature Page to the Third Amended and Restated Servicing Agreement]

EXHIBIT A

POWER OF ATTORNEY

STATE OF DELAWARE                 )

                                                            )

COUNTY OF NEW CASTLE          )

KNOW ALL MEN BY THESE PRESENTS, that ACAR Leasing Ltd., a Delaware statutory trust (the “Trust”), does hereby make, constitute and appoint AmeriCredit Financial Services, Inc., and its agents, employees and attorneys, as Attorneys-in-Fact, with full power of substitution, to execute, deliver and file on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions and to apply for and obtain all licenses, qualifications to do business and other approvals as may be necessary or appropriate to qualify the Trust in accordance with applicable law to acquire, lease and dispose of motor vehicles in any jurisdiction, to initiate, defend, submit to arbitration, commence or settle legal actions related to leases and the motor vehicles leased thereunder and to engage in any related activities, including, without limitation, to appear for and represent the Trust in connection with such activity, and with full power to perform any and all acts associated with such activity that the Trust could perform.

EXECUTED this        th day of                 , 20        .

ACAR LEASING LTD.
By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee, Administrative Trustee and Delaware Trustee
By:
	Name:
	Title:

Before me, the undersigned authority, on this day personally appeared                 , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she signed the same for the purposes and considerations therein expressed.

Sworn to before me this         th day of                                 , 20        .

Notary Public -State of                             

A-1

EX-10.4

EXHIBIT 10.4

ACAR LEASING LTD.,

as the Titling Trust,

GM FINANCIAL,

as Servicer,

APGO TRUST, as Settlor,

[COLLATERAL AGENT],

as Collateral Agent

and

[INDENTURE TRUSTEE],

as Indenture Trustee

20    -     SERVICING SUPPLEMENT

Dated as of             , 20    

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS			1
SECTION 1.1.	General Definitions		1
ARTICLE II SERVICING OF 20    -     DESIGNATED POOL			2
SECTION 2.1.	Servicing of 20    -     Designated Pool		2
SECTION 2.2.	Identification of 20    -     Lease Agreements and 20    -     Leased Vehicles; Securitization Value		2
SECTION 2.3.	Accounts		2
SECTION 2.4.	General Provisions Regarding Accounts		5
SECTION 2.5.	Reallocation and Repurchase of 20    -     Lease Agreements and 20    -     Leased Vehicles; Purchase of Matured Vehicles		7
SECTION 2.6.	20    -     Designated Pool Collections		9
SECTION 2.7.	Servicing Compensation; Expenses		9
SECTION 2.8.	Third Party Claims		9
SECTION 2.9.	Reporting by the Servicer; Delivery of Certain Documentation; Inspection		9
SECTION 2.10.	Annual Independent Accountant’s Report		11
SECTION 2.11.	Servicer Defaults; Termination of the Servicer		12
SECTION 2.12.	Representations and Warranties		14
SECTION 2.13.	Custody of Lease Documents		14
SECTION 2.14.	Reserve Account		15
SECTION 2.15.	Liability of Successor Servicer		15
SECTION 2.16.	Merger or Consolidation of, or Assumption of Obligations of the Servicer		16
SECTION 2.17.	Resignation of the Servicer		16
SECTION 2.18.	Separate Existence		16
SECTION 2.19.	Like Kind Exchange Program; Pull Ahead Program		17
SECTION 2.20.	Dispute Resolution		18
ARTICLE III MISCELLANEOUS			21
SECTION 3.1.	Termination of 20    -     Servicing Supplement		21
SECTION 3.2.	Amendment		21
SECTION 3.3.	GOVERNING LAW		21
SECTION 3.4.	Relationship of 20    -     Servicing Supplement to Other Trust Documents		21
SECTION 3.5.	[Reserved]		22
SECTION 3.6.	Notices		22
SECTION 3.7.	Severability of Provisions		22
SECTION 3.8.	Binding Effect		22

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SECTION 3.9.	Table of Contents and Headings	22
SECTION 3.10.	Counterparts and Consent to Do Business Electronically	22
SECTION 3.11.	Further Assurances	23
SECTION 3.12.	Third-Party Beneficiaries	23
SECTION 3.13.	No Petition	23
SECTION 3.14.	Limitation of Liability	23
SECTION 3.15.	Preparation of Securities and Exchange Commission Filings	23
SECTION 3.16.	Review Reports	24
SECTION 3.17.	Regulation RR Risk Retention	24

EXHIBITS
Exhibit A – Form of Servicer Report	A-1

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20    -     SERVICING SUPPLEMENT, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “20    -     Servicing Supplement” or this “Agreement”), among ACAR Leasing Ltd., a Delaware statutory trust (the “Titling Trust”), AmeriCredit Financial Services, Inc. d/b/a GM Financial, a Delaware corporation (“GM Financial”), as servicer (in such capacity, the “Servicer”), APGO Trust (“APGO”), a Delaware statutory trust, as settlor of the Titling Trust (in such capacity, the “Settlor”), and [Collateral Agent] (in such capacity, the “Collateral Agent”) and [Indenture Trustee], a                     , as indenture trustee (the “Indenture Trustee”).

RECITALS

WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of January 31, 2011 (the “Titling Trust Agreement”), between the Settlor and [Owner Trustee], as Owner Trustee (the “Owner Trustee”), Administrative Trustee and Delaware Trustee, the Titling Trust was created to, among other things, take assignments and conveyances of and hold in trust various assets (the “Trust Assets”);

WHEREAS, the Titling Trust, the Servicer, the Settlor and the Collateral Agent, have entered into a Third Amended and Restated Servicing Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Basic Servicing Agreement”), which provides for, among other things, the servicing of the Trust Assets by the Servicer; and

WHEREAS, the parties hereto acknowledge that in connection with the execution of the 20    -     Exchange Note Supplement, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “20    -     Exchange Note Supplement”) to the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), each among the Titling Trust, as borrower, GM Financial, as lender and Servicer, and [Administrative Agent], as Administrative Agent and Collateral Agent, pursuant to which an Exchange Note (the “20    -     Exchange Note”) will be created, it is necessary and desirable to enter into a supplement to the Basic Servicing Agreement to provide for, among other things, the servicing of the Trust Assets allocated to the 20    -     Designated Pool.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETIVE PROVISIONS

SECTION 1.1.    General Definitions. Capitalized terms used in this 20    -     Servicing Supplement that are not otherwise defined herein shall have the meanings assigned to them in Appendix 1 to the 20    -     Exchange Note Supplement or, if not defined therein, in Appendix A to the Credit and Security Agreement. The “Other Definitional Provisions” set forth in Section

1.2 of the Basic Servicing Agreement are incorporated by reference into this 20    -     Servicing Supplement.

ARTICLE II

SERVICING OF 20    -     DESIGNATED POOL

SECTION 2.1.    Servicing of 20    -     Designated Pool. The parties hereto agree that the Servicer shall service, administer and make collections on the 20    -     Designated Pool in accordance with the terms and provisions of the Basic Servicing Agreement, as amended and supplemented by the terms and provisions of this 20    -     Servicing Supplement.

SECTION 2.2.    Identification of 20    -     Lease Agreements and 20    -     Leased Vehicles; Securitization Value.

(a)    On the 20    -     Closing Date, the Servicer shall identify as 20    -     Exchange Note Assets the Lease Agreements and the Leased Vehicles relating to such Lease Agreements listed on the Schedule of 20    -     Lease Agreements and 20    -     Leased Vehicles attached as Schedule A to the 20    -     Exchange Note Supplement. The Servicer shall calculate the Securitization Value for each 20    -     Lease Agreement as of the [initial] Cutoff Date.

[(b)    From time to time on any Payment Date during the [Revolving Period]/[Pre-Funding Period], the Servicer may identify as 20    -     Exchange Note Assets the Lease Agreements and the Leased Vehicles relating to such Lease Agreements listed on the Schedule of 20    -     Lease Agreements and 20    -     Leased Vehicles attached as Schedule A to an Addition Notice and cause those Lease Agreements and the related Leased Vehicles to be allocated to the 20    -     Designated Pool (each, an “Allocation”). The Servicer shall calculate the Securitization Value for each such Lease Agreement and the Leased Vehicle related thereto and the allocation of such Lease Agreements and Lease Vehicles to the 20    -     Designated Pool shall be conditioned upon delivery to the Servicer from the [Revolving Account]/[Pre-Funding Account] of an amount equal to the product of (i)     % times (ii) the aggregate Securitization Value for all such Lease Agreements and related Leased Vehicles (each, an “Allocation Price”). The Indenture Trustee is authorized to withdraw the related Allocation Price from the [Revolving Account]/[Pre-Funding Account] on the related Allocation Date and shall deliver such amounts to, or at the direction of, the Servicer.]

SECTION 2.3.    Accounts.

(a)      The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 20    -     Eligible Deposit Account in the name of and under the control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “20    -     Exchange Note Collections Account” and being initially identified as “GM Financial 20    -     Exchange Note Collections Account”). Deposits to and withdrawals from the 20    -     Exchange Note Collections Account shall be made as set forth in the 20    -     Servicing Agreement, the 20    -     Exchange Note Supplement and the Indenture.

(b)      The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 20    -     Eligible Deposit Account in the name of and under the control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Indenture

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Collections Account” and being initially identified as “GM Financial 20    -     Indenture Collections Account”). Deposits to and withdrawals from the 20    -     Indenture Collections Account shall be made as set forth in the 20    -     Exchange Note Supplement and the Indenture.

(c)      The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 20    -     Eligible Deposit Account in the name of and under the control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 20    -     Note Payment Account”). Deposits to and withdrawals from the Note Payment Account shall be made as set forth in the Indenture[ and the Note Purchase Agreement].

(d)      The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 20    -     Eligible Deposit Account in the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and being initially identified as “GM Financial 20    -     Reserve Account”).

(e)      [Upon receipt by the Issuer of a Swap Termination Payment, the Indenture Trustee, on behalf of the Noteholders, shall establish and maintain a 20    -     Eligible Deposit Account (the “Swap Termination Account”), bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Indenture Trustee on behalf of the Noteholders.]

(f)      [The Indenture Trustee shall establish and maintain, at all times during the Revolving Period, a 20    -     Eligible Deposit Account in the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Revolving Account” and being initially identified as “GM Financial 20    -     Revolving Account”.]

(g)      [The Indenture Trustee shall establish and maintain, at all times during the Pre-Funding Period, a 20    -     Eligible Deposit Account in the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Pre-Funding Account” and being initially identified as “GM Financial 20    -     Pre-Funding Account”.]

(h)      All monies deposited from time to time in the Accounts pursuant to this 20    -     Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Indenture Collateral and shall be applied to the purposes herein and therein provided. If any Account shall cease to be a 20    -     Eligible Deposit Account, the Indenture Trustee shall, as necessary, assist the Servicer in causing such Account to be moved to an institution at which it shall be a 20    -     Eligible Deposit Account.

(i)      If, at any time, any of the Accounts ceases to be a 20    -     Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 20    -     Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account.

(j)      The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of

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such Person to the obligations of the Securities Intermediary set forth in this Section 2.3[(g)]/[(h)]. The Securities Intermediary agrees that:

(i)        Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited;

(ii)       All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer;

(iii)      All property delivered to the Securities Intermediary pursuant to the 20    -     Servicing Agreement and the Indenture will be promptly credited to the applicable Account;

(iv)      Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset;

(v)       If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer;

(vi)      Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York;

(vii)     The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and

(viii)    Except for the claims and interest of the Indenture Trustee and the Issuer in the Accounts, the Securities Intermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Noteholders and the Issuer thereof.

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The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof, and shall be the only Person authorized to originate entitlement orders in respect of the Accounts.

(k)      [The Collateral Agent acknowledges that, pursuant to the provisions of the Swap Agreement, the Swap Provider may be required to post collateral with the Collateral Agent to secure the Swap Provider’s obligations under the Swap Agreement. The Collateral Agent agrees to establish and maintain an Eligible Deposit Account (the “Swap Account”) to hold such collateral, at the direction of the Servicer or the Controlling Swap Party if the Swap Provider is required to post Collateral to secure the obligations under the Swap Agreement. The Collateral Agent further agrees to follow such written instructions relating to the administration of, and transfers from such account, as may be delivered by (i) the Servicer (with the consent of the Controlling Swap Party) or (ii) the Controlling Swap Party, in each case subject to and in accordance with the terms of the Swap Agreement.]

(l)      [To the extent that (i) the funds available in the Swap Termination Account exceed the costs of entering into a Replacement Swap Agreement, or (ii) the Issuer determines not to replace the Swap Agreement and the Rating Agency Condition is met with respect to such determination, the amounts in the Swap Termination Account (other than funds used to pay the costs of entering into a Replacement Swap Agreement, if applicable) shall be included in Available Funds and allocated in accordance with the priorities set forth in Section 8.3(a) of the Indenture on the following Distribution Date. In any other situation, amounts on deposit in the Swap Termination Account at any time shall be invested pursuant to Section 2.4(a) and on each Distribution Date after the creation of a Swap Termination Account, the funds therein shall be used to cover any shortfalls in the amounts payable under clauses (    ) through (    ) of Section 8.3(a) of the Indenture, provided that in no event will the amount withdrawn from the Swap Termination Account on such Distribution Date exceed the amount of net swap payments that would have been required to be paid on such Distribution Date under the terminated Swap Agreement had there been no termination of such transaction. Any amounts remaining in the Swap Termination Account after payment in full of the Class A-2-B Notes shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 8.3(a) of the Indenture on the following Distribution Date.]

SECTION 2.4.    General Provisions Regarding Accounts.

(a)      So long as no Event of Default shall have occurred and be continuing, all or a portion of the funds in the 20    -     Exchange Note Collections Account, the Indenture Collections Account, the Note Payment Account [, the Swap Termination Account] [, the Pre-Funding Account] [, the Revolving Account] and the Reserve Account shall be invested at the direction of the Servicer in 20    -     Permitted Investments that mature no later than the Business Day prior to the next Payment Date in the Collection Period following the Collection Period during which the investment is made. All income or other gain from investments of monies deposited in the 20    -     Exchange Note Collections Account, the Indenture Collections Account and the Reserve Account during a Collection Period shall be deposited into the 20    -     Exchange Note Collections Account, the Indenture Collections Account or the Reserve Account, as applicable, on the related Payment Date, and any loss resulting from such investments shall be charged to 20    -     Exchange Note Collections Account, the Indenture Collections Account or the Reserve

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Account, as applicable. The Titling Trust will be the tax owner of the 20    -     Exchange Note Collections Account and all investment earnings on the 20    -     Exchange Note Collections Account will be taxable to the Titling Trust. The Issuer or, if there is a single Issuer Trust Certificateholder, such Issuer Trust Certificateholder will be the tax owner of the Indenture Collections Account and all investment earnings on the Indenture Collections Account will be taxable to the Issuer or such Issuer Trust Certificateholder, as the case may be. The Issuer or, if there is a single Issuer Trust Certificateholder, such Issuer Trust Certificateholder will be the tax owner of the Reserve Account and all investment earnings on the Reserve Account will be taxable to the Issuer or such Issuer Trust Certificateholder, as the case may be.

The Indenture Trustee will not be directed to make any investment of any funds or to sell any 20    -     Permitted Investment held in the 20    -     Exchange Note Collections Account, the Indenture Collections Account and the Reserve Account unless the security interest Granted and perfected in the 20    -     Exchange Note Collections Account, the Indenture Collections Account and the Reserve Account will continue to be perfected in such 20    -     Permitted Investment or the proceeds of such sale, in either case without any further action by any Person. Except as directed by the Note Purchaser after the occurrence and during the continuance of an Event of Default, no such 20    -     Permitted Investment shall be sold prior to maturity. The Servicer acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each such investment or the Indenture Trustee’s receipt of a broker’s confirmation. The Servicer agrees that such notifications will not be provided by the Indenture Trustee hereunder, and the Indenture Trustee shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available if no activity has occurred in the relevant Account during such period.

(b)      If (i) the Servicer shall have failed to give investment directions for funds on deposit in the 20    -     Exchange Note Collections Account, the Indenture Collections Account and the Reserve Account to the Indenture Trustee by 12:00 noon, New York City time (or such other time as may be agreed by the Indenture Trustee), on any Business Day, (ii) an Event of Default shall have occurred and be continuing but the Notes shall not have been declared due and payable pursuant to Section 5.2 of the Indenture, or (iii) if the Notes shall have been declared due and payable following an Event of Default but amounts collected or receivable from the Issuer Trust Estate are being applied as if there had not been such a declaration, then the Indenture Trustee shall hold funds on deposit in the 20    -     Exchange Note Collections Account, the Indenture Collections Account and the Reserve Account uninvested.

(c)      Subject to Section 6.1(c) of the Indenture, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the 20    -     Exchange Note Collections Account, the Indenture Collections Account and the Reserve Account resulting from any loss on any 20    -     Permitted Investment included therein except for losses attributable to the Indenture Trustee as obligor as a result of the Indenture Trustee’s failure to make payments on such 20    -     Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(d)      [Net payments received from the Swap Provider, if any, shall be deposited by the Collateral Agent in the Collection Account.]

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SECTION 2.5.    Reallocation and Repurchase of 20    -     Lease Agreements and 20    -     Leased Vehicles; Purchase of Matured Vehicles.

(a)      In the event the Servicer (i) grants certain payment deferments or end of lease extensions with respect to any 20    -     Lease Agreement that are inconsistent with the Customary Servicing Practices or that extend the term of such 20    -     Lease Agreement past the Exchange Note Final Scheduled Payment Date, (ii) modifies any 20    -     Lease Agreement to change the related Contract Residual Value or Monthly Payment, or (iii) is notified the Titling Trust no longer owns any 20    -     Leased Vehicle, except to the extent that any such modification listed in clauses (i) and (ii) of this Section 2.5(a) is required by law or court order, the Servicer shall, on the Deposit Date related to the Collection Period in which such extension was granted, modification was made or notice was received, as applicable, cause the reallocation of the affected 20    -     Lease Agreement and the related 20    -     Leased Vehicle to the Lending Facility Pool by depositing to the 20    -     Exchange Note Collections Account an amount equal to the Repurchase Payment with respect to such 20    -     Lease Agreement and the related 20    -     Leased Vehicle.

(b)      Upon (i) discovery by the Servicer, the Depositor or any Noteholder, or (ii) the receipt of written notice by or actual knowledge of an Authorized Officer of the Owner Trustee or Indenture Trustee, that any representation or warranty contained in Section 2.12 was incorrect in respect of any 20    -     Lease Agreement or the related 20    -     Leased Vehicle as of the [related] Cutoff Date or the 20    -     Closing Date, as applicable, in a manner that materially adversely affects the interest of the Issuer or the Noteholders in such 20    -     Lease Agreement or such 20    -     Leased Vehicle, the entity discovering such incorrectness, (i) in the case such entity is a Noteholder, may, and (ii) in the case such entity is the Depositor, Owner Trustee or Indenture Trustee, shall, give prompt written notice to the Servicer requesting that the Servicer reallocate the affected 20    -     Lease Agreement and the related 20    -     Leased Vehicle to the Lending Facility Pool; provided, that if the Noteholder providing such notice is not a Noteholder of record, such Noteholder must provide the Servicer with a written certification stating that it is a beneficial owner of a Note, together with supporting documentation supporting that statement (which may include, but is not limited to, a trade confirmation, an account statement or a letter from a broker or dealer verifying ownership) together with such notice. If Noteholders representing [five] percent or more of the Outstanding Amount of the [most senior Class of] Notes inform the Indenture Trustee, by notice in writing, of any breach of the Servicer’s representations and warranties made pursuant to Section 2.12(c), the Indenture Trustee shall inform the Servicer in the manner specified in the preceding sentence on behalf of such Noteholders. By no later than the end of the Collection Period including the date that is two (2) months after the date on which the Servicer discovers or is notified of such incorrectness, the Servicer shall cure in all material respects the circumstance or condition with respect to which the representation or warranty was incorrect as of the [related] Cutoff Date or the 20    -     Closing Date, as applicable. If the Servicer does not cure such circumstance or condition by such date, then the Servicer shall cause the reallocation of the affected 20    -     Lease Agreement and the related 20    -     Leased Vehicle to the Lending Facility Pool by depositing to the 20    -     Exchange Note Collections Account on the Deposit Date relating to the next succeeding Payment Date an amount equal to the Repurchase Payment with respect to such 20    -     Lease Agreement and the related 20    -     Leased Vehicle. The Indenture Trustee will (i) notify the Servicer, GM Financial and the Depositor, as soon as practicable and in any event within five (5)

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Business Days and in the manner set forth for providing notices hereunder, of all demands or requests communicated (in writing or orally) to the Indenture Trustee for the reallocation of any 20    -     Lease Agreement and the related 20    -     Leased Vehicle pursuant to this clause (b), (ii) promptly upon request by the Servicer, GM Financial or the Depositor, provide to them any other information reasonably requested to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB, and (iii) if requested by the Servicer, GM Financial or the Depositor, provide a written certification no later than fifteen (15) days following any calendar quarter or calendar year that the Indenture Trustee has not received any reallocation demands for such period, or if reallocation demands have been received during such period, that the Indenture Trustee has provided all the information reasonably requested under clause (ii) above with respect to such demands. In no event will the Indenture Trustee or the Issuer have any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

(c)      Notwithstanding the provisions of Section 2.6(b) of the Basic Servicing Agreement, if the Servicer discovers a breach, or is provided with any notice of a breach pursuant to such section, regarding a Lease Agreement or Leased Vehicle that is a 20    -     Lease Agreement or 20    -     Leased Vehicle on the date that such breach is discovered or such notice is provided, the Servicer shall be obligated to take the actions described in such Section 2.6(b) by no later than the Payment Date following the Collection Period in which the related breach is discovered or the related notice is provided (rather than by the Payment Date following the Collection Period that ends at least thirty (30) days after the Servicer discovers or is notified of such breach).

(d)      The Servicer shall provide written notice to the Indenture Trustee and the Noteholders of each reallocation to the Lending Facility Pool of a 20    -     Lease Agreement and the related 20    -     Leased Vehicle pursuant to Section 2.5(a) or (b) that was made during a Collection Period in the Servicer Report that is delivered for such Collection Period.

(e)      The Servicer may purchase any 20    -     Leased Vehicle that becomes a Matured Vehicle pursuant to Section 2.6(f) of the Basic Servicing Agreement for a purchase price equal to the Contract Residual Value of the related 20    -     Lease Agreement.

(f)      The obligation of the Servicer under this Section 2.5 shall survive any termination of the Servicer hereunder.

(g)      For so long as the Notes are Outstanding, the Servicer will not be permitted to reallocate any 20    -     Lease Agreements and related 20    -     Leased Vehicles from the 20    -     Designated Pool to the Lending Facility Pool except in accordance with the terms of this Section 2.5 and Section 3.1 of the 20    -     Exchange Note Supplement.

(h)      If a Lessee changes its domicile and such change would reasonably be expected to result in the Titling Trust doing business in a jurisdiction in which it is not licensed and authorized to conduct business in the manner contemplated by the Program Documents, then on the Payment Date related to the Collection Period that ends at least thirty (30) days after the Servicer discovers or is notified of such change, the Servicer shall purchase such 20    -     Lease Agreement and the related 20    -     Leased Vehicle by either (i) depositing to the Indenture

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Collections Account an amount equal to the Repurchase Payment, or (ii) appropriately segregating and designating an amount equal to the Repurchase Payment on its records, pending application thereof pursuant to 20    -     Servicing Agreement.

SECTION 2.6.    20    -     Designated Pool Collections.

(a)      The Servicer shall, with respect to all 20    -     Designated Pool Collections, from time to time determine the amount of such 20    -     Designated Pool Collections and during each Collection Period shall deposit all such 20    -     Designated Pool Collections in the 20    -     Exchange Note Collections Account when required pursuant to clause (b).

(b)      Notwithstanding Section 2.7(b) of the Basic Servicing Agreement, the Servicer shall remit, or shall cause its agent to remit, all 20    -     Designated Pool Collections to the 20    -     Exchange Note Collections Account by the close of business on the second (2^nd) Business Day after receipt thereof or, in the case of any 20    -     Designated Pool Collections received by the Servicer or such agent for which the Servicer or such agent, as applicable, does not have all Payment Information by the close of business on such second (2^nd) Business Day, by the close of business on the day on which all such Payment Information is received. Pending deposit into the 20    -     Exchange Note Collections Account, 20    -     Designated Pool Collections may be employed by the Servicer at its own risk and for its own benefit and need not be segregated from its own funds.

SECTION 2.7.    Servicing Compensation; Expenses. As compensation for the performance of its obligations under the 20    -     Servicing Agreement, on each Payment Date the Servicer shall be entitled to receive a fee for its performance during the immediately preceding Collection Period or, with respect to the first Payment Date, the period from and excluding the [initial] Cutoff Date to and including             , 20     (the “Designated Pool Servicing Fee”) in accordance with Article V of the 20    -     Exchange Note Supplement in an amount equal the sum of (x) to the product of (i) one-twelfth (1/12th) (or, with respect to the first Payment Date, a fraction equal to the number of days from and excluding the Cutoff Date through and including              , 20    , over 360), times (ii) the Servicing Fee Rate, times (iii) the Aggregate Securitization Value as of the opening of business on the first day of such Collection Period, plus (y) any Administrative Charges collected on the 20    -     Lease Agreements and 20    -     Leased Vehicles and any other expenses reimbursable to the Servicer.

SECTION 2.8.    Third Party Claims. In addition to the requirements set forth in Section 2.14 of the Basic Servicing Agreement, upon learning of a Claim or Lien of whatever kind of a third party that would be likely to have a material adverse effect on the interests of the Depositor or the Issuer with respect to the 20    -     Exchange Note Assets, the Servicer shall immediately notify the Depositor, the Indenture Trustee and the Noteholders of any such Claim or Lien.

SECTION 2.9.    Reporting by the Servicer; Delivery of Certain Documentation; Inspection; Asset-Level Information.

(a)      On each Determination Date, prior to 12:00 p.m. (Central time), the Issuer shall cause the Servicer to deliver to the Indenture Trustee, [the Swap Provider,] the Titling Trust and

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the Collateral Agent, a Servicer Report with respect to the next Payment Date and the related Collection Period. The Issuer shall also cause the Servicer to deliver a Servicer Report to each Rating Agency on the same date the Servicer Report is publicly available (provided, that, if the Servicer Report is not made publicly available, the Servicer will deliver it to each Rating Agency, no later than the twenty-second (22nd) of each month (or if not a Business Day, the next succeeding Business Day)). Solely in the case of the Servicer Report delivered on the first Determination Date, such Servicer Report will contain the disclosure required by Rule 4(c)(1)(ii) of Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”). Notwithstanding Section 3.2(a) of the Basic Servicing Agreement, the Servicer shall deliver such Servicer Reports in accordance with this Section 2.9 until the date on which the Notes are no longer Outstanding.

(b)      In addition to the report with respect to the 20    -     Exchange Note which the Servicer is obligated to deliver pursuant to Section 3.1(c) of the Basic Servicing Agreement, the Servicer shall deliver to the Depositor, the Indenture Trustee and the Titling Trust, on or before March 31 (or ninety (90) days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning             , 20    , an Officer’s Certificate, dated as of March 31 (or other applicable date) of such year, stating that (i) a review of the activities of the Servicer during the preceding twelve (12) month period (or, in the case of the first such Officer’s Certificate, the period from the 20    -     Closing Date to the date of the first such Officer’s Certificate) and of its performance under the 20    -     Servicing Agreement has been made under such officer’s supervision, and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under the 20    -     Servicing Agreement throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof.

(c)      The Servicer will deliver to the Issuer, on or before March 31 of each year, beginning on March 31, 20    , a report regarding the Servicer’s assessment of compliance with certain minimum servicing criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

(d)      To the extent required by Regulation AB, the Servicer will cause any affiliated servicer or any other party deemed to be participating in the servicing function pursuant to Item 1122 of Regulation AB to provide to the Issuer, on or before March 31 of each year, beginning on March 31, 20    , a report regarding such party’s assessment of compliance with certain minimum servicing criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

(e)      Each of [Collateral Agent], in its capacity as Collateral Agent under this 20    -     Servicing Supplement and [Indenture Trustee], in its capacity as Indenture Trustee under the Program Documents, acknowledges that to the extent it is deemed to be participating in the servicing function pursuant to Item 1122 of Regulation AB, it will take any action reasonably requested by the Servicer to ensure compliance with the requirements of Section 2.9(d) and Section 2.10(b) hereof and with Item 1122 of Regulation AB. Such required documentation will be delivered to the Servicer by March 15 of each calendar year.

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(f)      The Servicer shall deliver copies of all reports, notices and certificates delivered by it pursuant to the 20    -     Servicing Agreement to the Depositor, the Indenture Trustee and the Titling Trust on the date or dates due, including any notice of material failure given pursuant to Section 2.2(a) of the Basic Servicing Agreement and the Officer’s Certificate relating to the 20    -     Exchange Note delivered by it pursuant to Section 2.9(b) of this 20    -     Servicing Supplement.

(g)      On or before the fifteenth (15th) day following each Payment Date, the Servicer will prepare a Form ABS-EE, including an asset data file and asset-related document containing the asset-level information for each 20    -     Exchange Note Asset for the prior Collection Period as required by Item 1A of Form 10-D.

SECTION 2.10.    Annual Independent Accountant’s Report.

(a)      The Servicer shall cause the cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and the Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 20    , a report with respect to the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

(b)      Each party required to deliver an assessment of compliance described in Section 2.9(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee, the Collateral Agent and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 20    , a report with respect to the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 2.9(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

(c)      The Servicer shall cause the Independent Accountants to deliver to the Depositor, the Indenture Trustee, the Issuer and the Titling Trust, on or before April 30 (or one-hundred and twenty (120) days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on April 30, 20     with respect to the twelve (12) months ended the immediately preceding December 31 (or other applicable date) (or such other period as shall have elapsed from the 20    -     Closing Date to the date of such certificate (which period shall not be less than six (6) months)), a statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, to the effect that such firm has audited the books and records of GM Financial, in which the Servicer is included as a consolidated subsidiary, and issued its report thereon in connection with the audit report on the consolidated financial statements of GM Financial and

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that (i) such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, and (ii) the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

SECTION 2.11.    Servicer Defaults; Termination of the Servicer.

(a)      Each of the following acts or occurrences constitutes a “Servicer Default” under the 20    -     Servicing Agreement with respect to the 20    -     Exchange Note:

(i)       any failure by the Servicer to deposit in the 20    -     Exchange Note Collections Account any required payment, any failure by the Servicer to make or cause the Titling Trust to make any required payments from the 20    -     Exchange Note Collections Account on account of the 20    -     Exchange Note or any failure of the Servicer to make any required payment under any other Program Document, which failure continues unremedied for a period of five (5) Business Days after the earlier of the date on which (1) notice of such failure is given to the Servicer by the Indenture Trustee, or (2) an Authorized Officer of the Servicer has actual knowledge of such failure;

(ii)      any failure by the Servicer duly to observe or to perform any covenants or agreements of the Servicer set forth in the 20    -     Servicing Agreement or any other Program Document (other than a covenant or agreement a default in the observance or performance of which is elsewhere in this Section specifically dealt with), which failure shall materially and adversely affects the interests of the 20    -     Secured Parties and shall continue unremedied for a period of sixty (60) days after written notice of such failure is received by the Servicer from the Indenture Trustee or after discovery of such failure by the Servicer;

(iii)      any representation or warranty made or deemed made by the Servicer in the 20    -     Servicing Agreement or in any other Program Document or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith or therewith shall prove to have been incorrect, and such incorrectness has a material adverse effect on the interests of the 20    -     Secured Parties or the Issuer which failure, if capable of being cured, has not been cured for a period of sixty (60) days after written notice of such breach is received by the Servicer from the Indenture Trustee or after discovery of such breach by the Servicer; or

(iv)      an Insolvency Event occurs with respect to the Servicer.

(b)      Promptly after having obtained knowledge of any Servicer Default, but in no event later than two (2) Business Days thereafter, the Servicer shall deliver to the Indenture Trustee and the Noteholders, written notice thereof in an Officer’s Certificate, accompanied in each case by a description of the nature of the default and the efforts of the Servicer to remedy the same.

(c)      In addition to the provisions of Section 4.1(d) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 20    -     Exchange

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Note, the Titling Trust shall, acting at the written direction of the Majority Noteholders, or, if there are no Notes Outstanding, the Titling Trust, acting at the direction of Issuer Trust Certificateholder, by notice given to the Servicer, terminate the rights and obligations of the Servicer under the 20    -     Servicing Agreement in accordance with such Section and the Indenture Trustee, acting at the written direction of the Majority Noteholders, shall appoint a Successor Servicer to fulfill the obligations of the Servicer hereunder in respect of the 20    -     Lease Agreements and 20    -     Leased Vehicles. Any such Person shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event the Servicer is removed as servicer of the 20    -     Exchange Note Assets, (i) the Servicer shall deliver or cause to be delivered to or at the direction of the Successor Servicer all Lease Documents with respect to the 20    -     Lease Agreements and the 20    -     Leased Vehicles that are then in the possession of the Servicer, (ii) the Servicer shall deliver or cause to be delivered to or at the direction of the Successor Servicer all Security Deposits held by the Servicer with respect to the 20    -     Exchange Note Assets, and (iii) the Servicer shall deliver to the Successor Servicer all servicing records directly maintained by the Servicer, containing as of the close of business on the date of demand all of the data maintained by the Servicer, in computer format in connection with servicing the 20    -     Exchange Note Assets. If no Person has accepted its appointment as Successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with this Section 2.11, the Indenture Trustee, will, without further action, be automatically appointed the Successor Servicer. Notwithstanding the above, if the Indenture Trustee is unwilling or legally unable to act as Successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of lease agreements and the related lease assets, as Successor Servicer. The Indenture Trustee will be released from its duties and obligations as Successor Servicer on the date that a new servicer agrees to appointment as Successor Servicer hereunder. All reasonable costs and expenses incurred in connection with transferring the servicing of the 20    -     Exchange Note Assets to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any Successor Servicer shall be entitled to such compensation as the Servicer would have been entitled to under this 20    -     Servicing Supplement if the Servicer had not resigned or been terminated hereunder or such additional compensation as the Majority Noteholders and such Successor Servicer may agree on.

(d)      Notwithstanding the provisions of Section 4.1(f) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 20    -     Exchange Note Assets, only the Indenture Trustee, acting at the written direction of the Majority Noteholders, or, if there are no Notes Outstanding, the Titling Trust, acting at the direction of the Issuer Trust Certificateholder, may waive any default of the Servicer in the performance of its obligations under the 20    -     Servicing Agreement and its consequences with respect to the 20    -     Exchange Note and, upon any such waiver, such default shall cease to exist and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of the 20    -     Exchange Note Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

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SECTION 2.12.    Representations and Warranties. The Servicer makes the following representations and warranties to the Depositor, the Indenture Trustee and the Noteholders as of the 20    -     Closing Date:

(a)      The representations and warranties contained in Section 2.6(a) of the Basic Servicing Agreement as to each 20    -     Lease Agreement and the related 20    -     Leased Vehicle were true and correct as of the [related] Cutoff Date;

(b)      The representations and warranties set forth in Section 5.1 of the Basic Servicing Agreement are true and correct as of the date hereof;

(c)      Each 20    -     Lease Agreement and 20    -     Leased Vehicle is an Eligible Collateral Asset as of the date hereof;

(d)      All information heretofore furnished by the Servicer or any of its Affiliates to the Indenture Trustee or the Owner Trustee for purposes of or in connection with the 20    -     Servicing Agreement or any of the other Program Documents or any transaction contemplated hereby or thereby is, and all information hereafter furnished by the Servicer or any of its Affiliates to the Indenture Trustee, the Owner Trustee or any of the Noteholders will be, (i) true and accurate in every material respect on the date such information is stated or certified, and (ii) does not 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, in the case of each of (i) and (ii) when taken together with all other information provided on or prior to the date hereof; and

(e)      No Servicer Default or event which with the giving of notice or lapse of time, or both, would become a Servicer Default has occurred and is continuing as of the 20    -     Closing Date.

(f)      With respect to any 20    -     Lease Agreement that constitutes “electronic chattel paper” under the UCC, the Servicer, as [initial] custodian of the Lease Documents relating to the 20    -     Designated Pool, maintains control of a single electronically authenticated authoritative copy of the related 20    -     Lease Agreement.

SECTION 2.13.    Custody of Lease Documents.

(a)      Pursuant to Section 2.3 of the Basic Servicing Agreement, the Servicer, either directly or through an agent, will act as [initial] custodian of the Lease Documents relating to the 20    -     Designated Pool, as agent and bailee for the benefit of the Issuer and the Indenture Trustee. All Lease Documents relating to the 20    -     Designated Pool shall be identified and maintained in such a manner so as to permit retrieval and access. If a Successor Servicer has been appointed hereunder, the Servicer shall promptly deliver all such Lease Documents to the Successor Servicer. If the Servicer is terminated under the 20    -     Servicing Agreement upon the occurrence of a Servicer Default, the costs associated with transferring all such Lease Documents shall be paid by the Servicer.

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(b)      With respect to any 20    -     Lease Agreement that constitutes “electronic chattel paper” under the UCC, the Servicer, as [initial] custodian of the Lease Documents relating to the 20    -     Designated Pool, shall at all times maintain control of a single electronically authenticated authoritative copy of the related 20    -     Lease Agreement.

(c)      In accordance with Section 2.10(h)(ii) of the Indenture and with respect to any Indenture Collateral that constitutes an instrument or tangible chattel paper, the Servicer, as [initial] custodian of the Lease Documents relating to the 20    -     Designated Pool, acknowledges that it is holding such instruments and tangible chattel paper solely on behalf and for the benefit of the Indenture Trustee.

SECTION 2.14.    Reserve Account.

(a)      On the 20    -     Closing Date, GMF Leasing LLC shall deposit the Specified Reserve Balance into the Reserve Account. Amounts held from time to time in the Reserve Account shall be held by the Indenture Trustee for the benefit of the Noteholders.

(b)      On each Payment Date (i) if the amount on deposit in the Reserve Account (without taking into account any amount on deposit in the Reserve Account representing net investment earnings) is less than the Specified Reserve Balance, then the Indenture Trustee shall, after payment of any amounts required to be distributed pursuant to clauses (i) through (xiv) of Section 8.3(a) of the Indenture, deposit in the Reserve Account the Reserve Account Required Amount pursuant to Section 8.3(a)(xv) of the Indenture, and (ii) if the amount on deposit in the Reserve Account, after giving effect to all other deposits thereto and withdrawals therefrom to be made on such Payment Date is greater than the Specified Reserve Balance, in which case the Indenture Trustee shall distribute the amount of such excess as part of Available Funds on such Payment Date.

(c)      On each Payment Date, the Servicer shall instruct the Indenture Trustee to withdraw the Reserve Account Withdrawal Amount from the Reserve Account and deposit such amounts in the Indenture Collections Account to be included as Total Available Funds for that Payment Date.

SECTION 2.15.    Liability of Successor Servicer. No Successor Servicer will have any responsibility and will not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their duties under this Supplement if such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by any Person other than the Successor Servicer or the failure of any such other Person to prepare or provide such information. No Successor Servicer will have any responsibility for and will not be in default and will incur no liability for, (a) any act or failure to act of any third party, including the Servicer, (b) any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party, (c) the invalidity or unenforceability of any 20    -     Lease Agreement under applicable law, (d) the breach or inaccuracy of any representation or warranty made with respect to any 20    -     Lease Agreement or 20    -     Leased Vehicle, or (e) the acts or omissions of any successor to it as Successor Servicer.

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SECTION 2.16.    Merger or Consolidation of, or Assumption of Obligations of the Servicer. Notwithstanding the provisions of Section 5.3 of the Basic Servicing Agreement, GM Financial shall not merge or consolidate with any other Person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to GM Financial’s business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of GM Financial contained in this Agreement. Any corporation (a) into which GM Financial may be merged or consolidated, (b) resulting from any merger or consolidation to which GM Financial shall be a party, (c) which acquires by conveyance, transfer, or lease substantially all of the assets of GM Financial, or (d) succeeding to the business of GM Financial, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release GM Financial from any obligation. GM Financial shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Indenture Trustee and the Noteholders. Notwithstanding the foregoing, GM Financial shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM Financial’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 2.12 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), (y) GM Financial shall have delivered to the Owner Trustee, the Indenture Trustee and the Noteholders an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) GM Financial shall have delivered to the Owner Trustee, the Collateral Agent and the Indenture Trustee an Opinion of Counsel stating, in the opinion of such counsel, either that (i) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust in the 20    -     Exchange Note and the Other Conveyed Property (and reciting the details of the filings), or (ii) no such action shall be necessary to preserve and protect such interest.

SECTION 2.17.    Resignation of the Servicer. Notwithstanding Section 5.4 of the Basic Servicing Agreement, the Servicer shall not resign as Servicer under the 20    -     Servicing Agreement except if it is prohibited by law from performing its obligations in respect of the 20    -     Exchange Note Assets under the Basic Servicing Agreement or hereunder and delivers to the Owner Trustee, the Indenture Trustee and the Noteholders an Opinion of Counsel to such effect concurrently with the delivery of any notice of resignation pursuant to Section 5.4 of the Basic Servicing Agreement.

SECTION 2.18.    Separate Existence. The Servicer shall take all reasonable steps to maintain the Titling Trust’s, the Settlor’s, the Depositor’s and the Issuer’s identities as separate legal entities, and shall make it manifest to third parties that each of the Titling Trust, the Settlor, the Depositor and the Issuer is an entity with assets and liabilities distinct from those of the Servicer and not a division of the Servicer. All transactions and dealings between the Servicer,

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on the one hand, and the Settlor, the Titling Trust, the Depositor and the Issuer, on the other hand, will be conducted on an arm’s-length basis. The Servicer shall take all other actions necessary on its part to ensure that the Depositor complies with Section 2.5(d) of the Exchange Note Transfer Agreement and, to the extent within its control, take all action necessary to ensure that the Issuer complies with Section 3.16 of the Indenture. The Servicer shall take all action necessary to ensure that the Titling Trust shall not take any of the following actions:

(a)      engage in any business other than that contemplated by the Titling Trust Agreement or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking which is not directly or indirectly related to the transactions contemplated by the Titling Trust Documents; and

(b)      issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any obligations, liabilities or responsibilities other than as set forth in the Titling Trust Documents.

SECTION 2.19.    Like Kind Exchange Program; Pull Ahead Program.

(a)      Notwithstanding the provisions of the Basic Servicing Agreement, a 20    -     Leased Vehicle may be reallocated from the 20    -     Designated Pool to the Lending Facility Pool in connection with a Like Kind Exchange if the full Base Residual Value of the related 20    -     Leased Vehicle is deposited to the 20    -     Exchange Note Collections Account by no later than the second (2^nd) Business Day following the date of such reallocation; provided, that if the Net Liquidation Proceeds with respect to such 20    -     Leased Vehicle are determined prior to the deposit of such Base Residual Value to the 20    -     Exchange Note Collections Account, then such Net Liquidation Proceeds may instead be deposited to the 20    -     Exchange Note Collections Account in full satisfaction of this Section 2.19(a). If the Servicer has deposited the full Base Residual Value of a 20    -     Leased Vehicle to the 20    -     Exchange Note Collections Account in connection with a Like Kind Exchange and (i) the related Net Liquidation Proceeds are determined thereafter to be less than such Base Residual Value, then the Servicer shall be permitted to withdraw the excess of the related Base Residual Value so deposited over the related Net Liquidation Proceeds from the 20    -     Exchange Note Collections Account for its own account, and (ii) the related Net Liquidation Proceeds are determined thereafter to be greater than such Base Residual Value, then the Servicer shall be obligated to deposit the excess of the related Net Liquidation Proceeds over the Base Residual Value to the 20    -     Exchange Note Collections Account from its own funds by no later than the second (2^nd) Business Day following the date on which such Net Liquidation Proceeds are determined.

(b)      Notwithstanding the provisions of the Basic Servicing Agreement, a 20    -     Lease Agreement may be a Pull Ahead Lease Agreement pursuant to a Pull Ahead Program if all amounts due and payable under the related 20    -     Lease Agreement (other than (i) Excess Mileage/Wear and Tear Fees, which shall be charged to such Lessee to the extent applicable in accordance with the terms of such 20    -     Lease Agreement and the Servicer’s Customary Servicing Practices, and (ii) Monthly Payments that are waived in connection with such Lessee’s participation in the Pull Ahead Program and in connection with which a Pull Ahead Payment is received by the Titling Trust or by the Servicer on its behalf and allocated to the 20    -     Exchange Note Collections Account) are deposited to the 20    -     Exchange Note Collections

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Account by no later than the second (2^nd) Business Day following the date that such 20    -     Lease Agreement would terminate pursuant to the Pull Ahead Program. The Servicer will not be entitled to reimbursement from any 20    -     Designated Pool Collections for any amounts that it deposits to the 20    -     Collections Account from its own funds in connection with any Pull Ahead Lease Agreement.

SECTION 2.20.    Dispute Resolution.

(a)      If the Owner Trustee, the Indenture Trustee, any Noteholder, the Depositor or the Indenture Trustee on behalf of certain Noteholders in accordance with Section 2.5(b) hereof has requested that the Servicer reallocate any 20    -     Lease Agreement and the related 20    -     Leased Vehicle to the Lending Facility Pool pursuant to Section 2.5(b) hereof due to an alleged breach of a representation and warranty with respect to such 20    -     Lease Agreement and the related 20    -     Leased Vehicle (each, a “Reallocation Request”), and the Reallocation Request has not been resolved within 180 days of the receipt of notice of the Reallocation Request by the Servicer (which resolution may take the form of a reallocation of the related 20    -     Lease Agreement and the related 20    -     Leased Vehicle to the Lending Facility Pool against payment of the related Repurchase Amount by GM Financial, a withdrawal of the related Reallocation Request by the party that originally requested the reallocation or a cure of the condition that led to the related breach in the manner set forth herein), then the Servicer or Depositor shall describe the unresolved Reallocation Request on the Form 10-D that is filed that relates to the Collection Period during with the related 180-day period ended, and any of the party that originally requested the reallocation, any Noteholder or the Indenture Trustee on behalf of certain Noteholders in accordance with the following sentence (any such Person, a “Requesting Party”) may refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration; provided, that if the Noteholder seeking to refer the matter to mediation or arbitration is not a Noteholder of record, such Noteholder must provide the Servicer and the Indenture Trustee with a written certification stating that it is a beneficial owner of a Note, together with supporting documentation supporting that statement (which may include, but is not limited to, a trade confirmation, an account statement or a letter from a broker or dealer verifying ownership) before the Servicer will be obligated to participate in the related mediation or arbitration . Noteholders representing [five] percent or more of the Outstanding Amount of the [most senior Class of] Notes may direct the Indenture Trustee, by notice in writing, in relation to any matter described in the preceding sentence, to initiate either mediation (including non-binding arbitration) or binding third party arbitration, as directed by such Noteholders, on behalf of such Noteholders and to conduct such mediation or arbitration pursuant to instructions provided by such Noteholders in accordance with the Indenture. The Requesting Party shall provide notice to the Sponsor and the Depositor and refer the matter to mediation or arbitration according to the ADR Rules of the ADR Organization within 90 days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day period ended. The Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.

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(b)      If the Requesting Party selects mediation for dispute resolution:

(i)      The mediation will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in this Section 2.20, the procedures in this Section 2.20 will control.

(ii)     A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least [15] years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

(iii)    Commercially reasonable efforts shall be used to begin the mediation within [15] Business Days after the selection of the mediator and conclude within [30] days after the start of the mediation.

(iv)    Expenses of the mediation will be allocated to the parties as mutually agreed by them as part of the mediation.

(v)     If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Reallocation Request to arbitration under this Section 3.13 or may initiate litigation regarding such Reallocation Request.

(c)      If the Requesting Party selects arbitration for dispute resolution:

(i)      The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 2.20, the procedures in this Section 2.20 will control.

(ii)     A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least [15] years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

(iii)    The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with [30] days of selection of the arbitrator and will be limited for each party to [two] witness depositions, each not to exceed five hours, [two] interrogatories, [one] document request and [one] request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than [ten] pages

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each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than [60] days after selection of the arbitrator and will proceed for no more than [six] consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays.

(iv)    The arbitrator will make its final determination no later than [90] days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Basic Documents, and may not modify or change this Agreement or the other Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. The arbitrator may not award remedies that are not consistent with this Agreement and the other Basic Documents.

(v)     By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury.

(vi)    The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.

(d)      For each mediation or arbitration:

(i)     Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Servicer. Any party or witness may participate by teleconference or video conference.

(ii)    The Servicer and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.

(e)      The Servicer will not be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Reallocation Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a

20

party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 2.6), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

ARTICLE III

MISCELLANEOUS

SECTION 3.1.    Termination of 20    -     Servicing Supplement. This 20    -     Servicing Supplement (and, accordingly, the Basic Servicing Agreement insofar as it relates to the 20    -     Exchange Note) will be terminated in the event that the Basic Servicing Agreement is terminated in accordance therewith and may also be terminated at the option of the Servicer or the Titling Trust at any time following the payment in full of the 20    -     Exchange Note.

SECTION 3.2.    Amendment.

(a)    This 20    -     Servicing Supplement (and, accordingly, the Basic Servicing Agreement, insofar as it relates to the 20    -     Exchange Note) may be amended by the parties hereto with the consent of the Majority Noteholders [and with the written consent of the Swap Provider (unless such amendment could not reasonably be expected to have a material adverse effect on the Swap Provider)]; provided, that to the extent that any such amendment materially affects any Other Exchange Note, such amendment shall require the consent of the Exchange Noteholder thereof affected thereby.

(b)    The parties hereto acknowledge and agree that (i) the right of the Indenture Trustee to consent to any amendment of this 20    -     Servicing Supplement is subject to the following terms: the parties hereto will not (1) without the prior written consent of the Required Noteholders, waive timely performance or observance by the Servicer under the 20    -     Servicing Agreement and (2) without the prior written consent of all Noteholders, reduce the required percentage of the Notes that is required to consent to any amendment pursuant to this Section 3.2 and (ii) any consent provided by the Indenture Trustee in violation of such terms shall be of no force or effect hereunder.

SECTION 3.3.    GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 3.4.    Relationship of 20    -     Servicing Supplement to Other Trust Documents. Unless the context otherwise requires, this 20    -     Servicing Supplement and the other Trust Documents shall be interpreted so as to give full effect to all provisions hereof and thereof. In the event of any actual conflict between the provisions of this 20    -     Servicing

21

Supplement and the Basic Servicing Agreement, with respect to the servicing of any 20    -     Exchange Note Assets, the provisions of this 20    -     Servicing Supplement shall prevail. This 20    -     Servicing Supplement shall supplement the Basic Servicing Agreement as it relates to the 20    -     Exchange Note and the 20    -     Designated Pool and not to any other Exchange Note or Designated Pool or the Lending Facility Pool.

SECTION 3.5.    [Reserved].

SECTION 3.6.    Notices. For purposes of the 20    -     Servicing Agreement, all demands, notices, directions, requests and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or facsimile transmission, and addressed in each case as follows: (a) if to the Servicer, GM Financial, 801 Cherry Street, Suite 3500, Fort Worth, Texas, 76102, Attention: Chief Financial Officer, and (b) if to the Indenture Trustee,                     . Notices to the other parties to this 20    -     Servicing Supplement shall be delivered as provided in Section 6.5 of the Basic Servicing Agreement.

SECTION 3.7.    Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this 20    -     Servicing Supplement or the 20    -     Servicing Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this 20    -     Servicing Supplement or the 20    -     Servicing Agreement, as applicable, and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions and terms of this 20    -     Servicing Supplement or the 20    -     Servicing Agreement.

SECTION 3.8.    Binding Effect. The provisions of this 20    -     Servicing Supplement and the 20    -     Servicing Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

SECTION 3.9.    Table of Contents and Headings. The Table of Contents and Article and Section headings herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 3.10.    Counterparts and Consent to Do Business Electronically. This 20    -     Servicing Supplement may be executed in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this 2021-3 Servicing Supplement and any documents to be delivered in connection with this 2021-3 Servicing Supplement may be executed by means of an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this 2021-3 Servicing Supplement and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any

22

electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

SECTION 3.11.    Further Assurances. Each party shall take such acts, and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this 20    -     Servicing Supplement and the 20    -     Servicing Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder.

SECTION 3.12.    Third-Party Beneficiaries. The Issuer, the Depositor and each Noteholder shall be third-party beneficiaries of the 20    -     Servicing Agreement. Except as otherwise provided in the 20    -     Servicing Agreement, no other Person shall have any rights hereunder.

SECTION 3.13.    No Petition. Each of the parties hereto, in addition to the provisions of Section 6.13 of the Basic Servicing Agreement, covenants and agrees that prior to the date that is one (1) year and one (1) day after the date on which all Notes have been paid in full, it will not institute against, or join any other person in instituting against the Titling Trust or the Settlor, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any Insolvency Law.

SECTION 3.14.    Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this 20    -     Servicing Supplement is executed and delivered by [Owner Trustee], not individually or personally but solely as owner trustee of the Titling Trust and the Settlor, in the exercise of the powers and authority conferred and vested in it under the Titling Trust Agreement and Settlor Trust Agreement, as applicable, (b) each of the representations, undertakings and agreements herein made on the part of the Titling Trust and the Settlor is made and intended not as personal representations, undertakings and agreements by [Owner Trustee] but is made and intended for the purpose for binding only the Titling Trust and the Settlor, (c) nothing herein contained shall be construed as creating any liability on [Owner Trustee], individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (d) [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement, and (e) under no circumstances shall [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Titling Trust and the Settlor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Titling Trust and the Settlor under this 20    -     Servicing Supplement or the other related documents.

SECTION 3.15.    Preparation of Securities and Exchange Commission Filings.

The Servicer will file or will cause to be filed, on behalf of the Issuer and the Depositor, any documents, forms or other items required to be filed by the Issuer or the Depositor pursuant to the rules and regulations set by the Commission and relating to the Notes or the Program Documents

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SECTION 3.16.    Review Reports.

Upon the request of any Noteholder to the Servicer for a copy of any Review Report (as defined in the 20    -     Asset Representations Review Agreement), the Servicer shall promptly provide a copy of such Review Report to such Noteholder; provided, that if the requesting Noteholder is not a Noteholder of record, such Noteholder must provide the Servicer with a written certification stating that it is a beneficial owner of a Note, together with supporting documentation supporting that statement (which may include, but is not limited to, a trade confirmation, an account statement or a letter from a broker or dealer verifying ownership) before the Servicer delivers such Review Report to such Noteholder; provided, further, that if such Review Report contains personally identifiable information regarding Lessees, then the Servicer may condition its delivery of that portion of the Review Report to the requesting Noteholder on such Noteholder’s delivery to the Servicer of an agreement acknowledging that such Noteholder may use such information only for the limited purpose of assessing the nature of the related breaches of representations and warranties and may not use that information for any other purpose.

SECTION 3.17.    Regulation RR Risk Retention. GM Financial, as Sponsor, agrees that (a) GM Financial will cause the Depositor to, and the Depositor will, retain the “eligible horizontal residual interest” (the “Retained Interest”) (as defined in the Credit Risk Retention Rules) on the 20    -     Closing Date, and (b) GM Financial will not, and will cause the Depositor and each affiliate of GM Financial not to, sell, transfer, finance, pledge or hedge the Retained Interest except as permitted by the Credit Risk Retention Rules. The representations and warranties set forth in this Section 3.17 shall survive the termination of this Agreement and resignation by, or termination of, GM Financial in its capacity as Servicer hereunder.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this 20    -     Servicing Supplement to be duly executed by their respective officers duly authorized as of the day and year first above written.

ACAR LEASING LTD.,
By:	[OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:
AMERICREDIT FINANCIAL SERVICES, INC.
d/b/a GM Financial, in its individual capacity and as Servicer
By:
Name:
Title:
APGO TRUST, as Settlor
By:	[OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:
[COLLATERAL AGENT], not in its individual capacity but solely as Collateral Agent
By:
Name:
Title:

[Signature Page to the 20    -     Servicing Supplement]

[INDENTURE TRUSTEE], not in its individual capacity but solely as Indenture Trustee

By:

Name:

Title:

[Signature Page to the 20    -     Servicing Supplement]

EXHIBIT A

FORM OF SERVICER REPORT

[[See Attached]]

A-1

EX-10.5

EXHIBIT 10.5

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -    ,

as Issuer

GM FINANCIAL,

as Servicer

and

                                                 ,

as Asset Representations Reviewer

Dated as of             , 20    

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
Section 1.1.	Definitions	1
Section 1.2.	Additional Definitions	1
ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER		2
Section 2.1.	Engagement; Acceptance	2
Section 2.2.	Confirmation of Status	3
ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS		3
Section 3.1.	Asset Review Notices	3
Section 3.2.	Identification of Asset Review Receivables	3
Section 3.3.	Asset Review Materials	3
Section 3.4.	Performance of Asset Reviews	3
Section 3.5.	Asset Review Reports	4
Section 3.6.	Asset Review Representatives	5
Section 3.7.	Dispute Resolution	5
Section 3.8.	Limitations on Asset Review Obligations	5
ARTICLE IV ASSET REPRESENTATIONS REVIEWER		6
Section 4.1.	Representations and Warranties	6
Section 4.2.	Covenants	7
Section 4.3.	Fees and Expenses	8
Section 4.4.	Limitation on Liability	9
Section 4.5.	Indemnification	9
Section 4.6.	Right to Audit	10
Section 4.7.	Delegation of Obligations	10
Section 4.8.	Confidential Information	10
Section 4.9.	Security and Safeguarding Information	13
ARTICLE V . RESIGNATION AND REMOVAL		14
Section 5.1.	Resignation and Removal of Asset Representations Reviewer	14
Section 5.2.	Engagement of Successor	15
Section 5.3.	Merger, Consolidation or Succession	15
ARTICLE VI OTHER AGREEMENTS		16
Section 6.1.	Independence of Asset Representations Reviewer	16
Section 6.2.	No Petition	16
Section 6.3.	Limitation of Liability of Owner Trustee	16
Section 6.4.	Termination of Agreement	16
ARTICLE VII MISCELLANEOUS PROVISIONS		17
Section 7.1.	Amendments	17
Section 7.2.	Assignment; Benefit of Agreement; Third Party Beneficiaries	17
Section 7.3.	Notices	17
Section 7.4.	GOVERNING LAW	18
Section 7.5.	Submission to Jurisdiction	18
Section 7.6.	No Waiver; Remedies	18
Section 7.7.	Severability	18
Section 7.8.	Headings	19
Section 7.9.	Counterparts and Consent to Do Business Electronically	19

SCHEDULES

Schedule A     Representations and Warranties and Procedures to be Performed

i

ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of             , 20         (this “Agreement”), among GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -    , a Delaware statutory trust (the “Issuer”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (“GM Financial”), in its capacity as Servicer (in such capacity, the “Servicer”) and [ASSET REPRESENTATIONS REVIEWER], [entity type], as Asset Representations Reviewer (the “Asset Representations Reviewer”).

WHEREAS, in the regular course of its business, GM Financial causes its affiliated titling trust to purchase leased vehicles and to originate lease agreements related to such leased vehicles.

WHEREAS, in connection with a securitization transaction sponsored by GM Financial, GM Financial sold an exchange note backed by the 20    -     Exchange Note Assets (a designated pool of leased vehicles and associated lease agreements) to GMF Leasing LLC (the “Depositor”) which, in turn, sold that exchange note to the Issuer.

WHEREAS, the Issuer has granted a security interest in the exchange note to the Indenture Trustee, for the benefit of the Issuer Secured Parties, pursuant to the Indenture.

WHEREAS, the Issuer has determined to engage the Asset Representations Reviewer to perform reviews of certain 20    -     Exchange Note Assets for compliance with the representations and warranties made by GM Financial about such 20    -     Exchange Note Assets in the 20    -     Servicing Supplement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows.

ARTICLE I

DEFINITIONS

Section 1.1.      Definitions. Capitalized terms that are used but are not otherwise defined in this Agreement have the meanings assigned to them in the 20    -     Exchange Note Supplement, dated as of             , 20    , to the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018, both by and between ACAR Leasing Ltd., as borrower, GM Financial, as lender and servicer, and [            ], as administrative agent and as collateral agent.

Section 1.2.      Additional Definitions. The following terms have the meanings given below:

“Asset Review” means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Asset Review Receivable in accordance with Section 3.4.

“Asset Review Demand Date” means, for an Asset Review, the date when the Indenture Trustee determines that each of (a) the Delinquency Trigger has occurred and (b) the required

percentage of Noteholders has voted to direct an Asset Review under Section 7.2(f) of the Indenture.

“Asset Review Fee” has the meaning assigned to such term in Section 4.3(b).

“Asset Review Materials” means, with respect to an Asset Review and an Asset Review Receivable, the documents and other materials for each Test listed under “Documents” in Schedule A.

“Asset Review Notice” means the notice from the Indenture Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations Reviewer to perform an Asset Review.

“Asset Review Receivables” means, with respect to any Asset Review, each Receivable that is not a Defaulted Lease or a Liquidated Lease and which the related lessee fails to make at least the lesser of (i) 90% of a Monthly Payment or (ii) all but $25 of the Monthly Payment in either case by the related Payment Due Date and, as of the last day of the Collection Period prior to the date the related Asset Review Notice was delivered, remained unpaid for 60 days or more from the Payment Due Date.

“Asset Review Report” means, with respect to any Asset Review, the report of the Asset Representations Reviewer prepared in accordance with Section 3.5.

“Confidential Information” has the meaning assigned to such term in Section 4.8(a).

“Eligible Asset Representations Reviewer” means a Person that (a) is not an Affiliate of GM Financial, the Seller, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not an Affiliate of a Person that was, engaged by GM Financial or any Underwriter to perform any due diligence on the Lease Assets prior to the 20    -     Closing Date.

“Test” has the meaning assigned to such term in Section 3.4(a).

“Test Complete” has the meaning assigned to such term in Section 3.4(c).

“Test Fail” has the meaning assigned to such term in Section 3.4(a).

“Test Pass” has the meaning assigned to such term in Section 3.4(a).

ARTICLE II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

Section 2.1.      Engagement; Acceptance. The Issuer hereby engages                      to act as the Asset Representations Reviewer for the Issuer.                      accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms stated in this Agreement.

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Section 2.2.      Confirmation of Status. The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Asset Review Receivables for compliance with the representations and warranties under the Program Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Program Documents.

ARTICLE III

ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.1.      Asset Review Notices. Upon receipt of an Asset Review Notice from the Indenture Trustee in the manner set forth in Section 7.2(f) of the Indenture, the Asset Representations Reviewer will start an Asset Review. The Asset Representation Reviewer will have no obligation to start an Asset Review unless and until an Asset Review Notice is received.

Section 3.2.      Identification of Asset Review Receivables. Within [ten (10)] Business Days of receipt of an Asset Review Notice, the Servicer will deliver to the Asset Representations Reviewer and the Indenture Trustee a list of the related Asset Review Receivables.

Section 3.3.      Asset Review Materials.

(a)      Access to Asset Review Materials. The Servicer will give the Asset Representations Reviewer access to the Asset Review Materials for all of the Asset Review Receivables within sixty (60) days of receipt of the Asset Review Notice in one or more of the following ways: (i) by providing access to the Servicer’s lease asset systems, either remotely or at one of the properties of the Servicer; (ii) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access; (iii) by providing originals or photocopies at one of the properties of the Servicer where the Asset Receivable Files are located; or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer. The Servicer may redact or remove Non-Public Personal Information (as defined in Section 4.8) from the Asset Review Materials so long as such redaction or removal does not change the meaning or usefulness of the Asset Review Materials for purposes of the Asset Review.

(b)      Missing or Insufficient Asset Review Materials. If any of the Asset Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than [twenty (20)] days before completing the Asset Review, and the Servicer will have [fifteen (15)] days to give the Asset Representations Reviewer access to such missing Asset Review Materials or other documents or information to correct the insufficiency. If the missing or insufficient Asset Review Materials have not been provided by the Servicer within [fifteen (15)] days, the parties agree that the Asset Review Receivable will have a Test Fail for the related Test(s) and the Test(s) will be considered completed and the Asset Review Report will indicate the reason for the Test Fail.

Section 3.4.      Performance of Asset Reviews.

(a)      Test Procedures. For an Asset Review, the Asset Representations Reviewer will perform for each Asset Review Receivable the procedures listed under “Procedures to be Performed” in Schedule A for each representation and warranty (each, a “Test”), using the Asset

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Review Materials listed for each such Test in Schedule A. For each Test and Asset Review Receivable, the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”).

(b)      Asset Review Period. The Asset Representations Reviewer will complete the Asset Review of all of the Asset Review Receivables within [sixty (60)] days of receiving access to the Asset Review Materials under Section 3.3(a). However, if additional Asset Review Materials are provided to the Asset Representations Reviewer in accordance with Section 3.3(b), the Asset Review period will be extended for an additional [thirty (30)] days.

(c)      Completion of Asset Review for Certain Asset Review Receivables. Following the delivery of the list of the Asset Review Receivables and before the delivery of the Asset Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if an Asset Review Receivable is paid in full by the related Obligor or purchased from the Issuer by GM Financial, the Seller or the Servicer according to the Program Documents. On receipt of any such notice, the Asset Representations Reviewer will immediately terminate all Tests of the related Asset Review Receivables and the Asset Review of such Receivables will be considered complete (a “Test Complete”). In this case, the Asset Review Report will indicate a Test Complete for the related Asset Review Receivables and the related reason.

(d)      Previously Reviewed Receivable. If any Asset Review Receivable was included in a prior Asset Review, then the Asset Representations Reviewer will not perform any Tests on it, but will include the results of the previous Tests in the Asset Review Report for the current Asset Review, unless (i) any representation or warranty about such Asset Review Receivable that would be subject to a Test as part of the Asset Review relates to a date that is after the date on which the prior Asset Review was performed with respect to such Asset Review Receivable or (ii) the Asset Representations Reviewer has provided the Servicer with evidence that reasonably demonstrates that the Asset Representations Reviewer was unable during such prior Asset Review to conduct a review of such Asset Review Receivable in a manner that would have ascertained compliance or non-compliance with a specific representation or warranty.

(e)      Termination of Asset Review. If an Asset Review is in process and the Notes will be paid in full on the next Distribution Date, the Servicer will notify the Asset Representations Reviewer and the Indenture Trustee no less than ten (10) days before that Distribution Date. On receipt of the notice, the Asset Representations Reviewer will terminate the Asset Review immediately and will have no obligation to deliver an Asset Review Report.

Section 3.5.      Asset Review Reports. Within [five (5)] days of the end of the Asset Review period under Section 3.4(b), the Asset Representations Reviewer will deliver to the Issuer, the Servicer and the Indenture Trustee an Asset Review Report indicating for each Asset Review Receivable whether there was a Test Pass or a Test Fail for each Test, or whether the Asset Review Receivable was a Test Complete and the related reason. The Asset Review Report will contain a summary of the Asset Review results to be included in the Issuer’s Form 10-D report for the Collection Period in which the Asset Review Report is received. The Asset Representations Reviewer will ensure that the Asset Review Report does not contain any Non-Public Personal Information.

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Section 3.6.      Asset Review Representatives.

(a)      Servicer Representative. The Servicer will designate one or more representatives who will be available to assist the Asset Representations Reviewer in performing the Asset Review, including responding to requests and answering questions from the Asset Representations Reviewer about access to Asset Review Materials on the Servicer’s receivables systems, obtaining missing or insufficient Asset Review Materials and/or providing clarification of any Asset Review Materials or Tests.

(b)      Asset Representations Reviewer Representative. The Asset Representations Reviewer will designate one or more representatives who will be available to the Issuer and the Servicer during the performance of an Asset Review.

(c)      Questions About Asset Review. The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions or requests for clarification of any Asset Review Report from the Indenture Trustee or the Servicer until the earlier of (i) the payment in full of the Notes and (ii) one year after the delivery of the Asset Review Report. The Asset Representations Reviewer will have no obligation to respond to questions or requests for clarification from Noteholders or any other Person and will direct such Persons to submit written questions or requests to the Indenture Trustee.

Section 3.7.      Dispute Resolution. If an Asset Review Receivable that was reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding under Section 2.20 of the 20    -     Servicing Supplement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding. The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid by a party to the dispute resolution as determined by the parties to the dispute resolution in the course of the mediation (in the case of a mediation) or by the arbitrator for the dispute resolution (in the case of an arbitration), in either case according to Section 2.20 of the 20    -     Servicing Supplement. If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer according to Section 4.3(d).

Section 3.8.      Limitations on Asset Review Obligations.

(a)      Asset Review Process Limitations. The Asset Representations Reviewer will have no obligation:

(i)       to determine whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct an Asset Review under the Indenture, and is entitled to rely on the information in any Asset Review Notice delivered by the Indenture Trustee;

(ii)      to determine which Receivables are subject to an Asset Review, and is entitled to rely on the lists of Asset Review Receivables provided by the Servicer;

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(iii)      to obtain or confirm the validity of the Asset Review Materials and no liability for any errors contained in the Asset Review Materials and will be entitled to rely on the accuracy and completeness of the Asset Review Materials;

(iv)      to obtain missing or insufficient Asset Review Materials from any party or any other source;

(v)       to take any action or cause any other party to take any action under any of the Program Documents or otherwise to enforce any remedies against any Person for breaches of representations or warranties about the Asset Review Receivables.

(vi)      to determine the reason for the delinquency of any Asset Review Receivable, the creditworthiness of any Obligor, the overall quality of any Asset Review Receivable or the compliance by the Servicer with its covenants with respect to the servicing of such Asset Review Receivable; or

(vii)     to establish cause, materiality or recourse for any failed Test as described in Section 3.4.

(b)      Testing Procedure Limitations. The Asset Representations Reviewer will only be required to perform the testing procedures listed under “Procedures to be Performed” in Schedule A, and will have no obligation to perform additional procedures on any Asset Review Receivable or to provide any information other than an Asset Review Report indicating for each Asset Review Receivable whether there was a Test Pass or a Test Fail for each Test, or whether the Asset Review Receivable was a Test Complete and the related reason. However, the Asset Representations Reviewer may provide additional information about any Asset Review Receivable that it determines in good faith to be material to the Asset Review.

ARTICLE IV

ASSET REPRESENTATIONS REVIEWER

Section 4.1.      Representations and Warranties .

(a)      Representations and Warranties. The Asset Representations Reviewer represents and warrants to the Issuer as of the date of this Agreement:

(i)       Organization and Qualification. The Asset Representations Reviewer is duly organized and validly existing as a                      in good standing under the laws of                     . The Asset Representations Reviewer is qualified as a                      in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(ii)      Power, Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and

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performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(iii)      No Conflicts and No Violation. The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (A) conflict with, or be a breach or default under, any indenture, agreement, guarantee or similar agreement or instrument under which the Asset Representations Reviewer is a party, (B) result in the creation or imposition of any Lien on any of the assets of the Asset Representations Reviewer under the terms of any indenture, agreement, guarantee or similar agreement or instrument, (C) violate the organizational documents of the Asset Representations Reviewer or (D) violate any law or, to the Asset Representations Reviewer’s knowledge, any order, rule or regulation that applies to the Asset Representations Reviewer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer, in each case, which conflict, breach, default, Lien or violation would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(iv)      No Proceedings. To the Asset Representations Reviewer’s knowledge, there are no proceedings or investigations pending or threatened in writing before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties: (A) asserting the invalidity of this Agreement, (B) seeking to prevent the completion of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

(v)       Eligibility. The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.

(b)      Notice of Breach. Upon (i) the discovery by the Asset Representations Reviewer, the Issuer or the Servicer or (ii) the receipt of written notice by or actual knowledge of a Responsible Officer of the Owner Trustee or the Indenture Trustee, of a material breach of any of the representations and warranties in Section 4.1(a), the party discovering such breach will give prompt notice to the other parties.

Section 4.2.      Covenants. The Asset Representations Reviewer covenants and agrees that:

(a)      Eligibility. It will notify the Issuer and the Servicer promptly if it is not, or on the occurrence of any action that would result in it not being, an Eligible Asset Representations Reviewer.

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(b)      Review Systems. It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Asset Review Receivable and the related Asset Review Materials to be individually tracked and stored as contemplated by this Agreement.

(c)      Personnel. It will maintain adequate staff that is properly trained to conduct Asset Reviews as required by this Agreement. The Asset Representations Reviewer, at its discretion, may utilize the services of third parties, affiliates, and agents (“Agents”) to provide any Asset Review under this Agreement; provided, however, that the Asset Representations Reviewer has entered into confidentiality agreements with such Agents (or such Agents are otherwise bound by confidentiality obligations) the provisions of which are no less protective than those set forth in this Agreement. Any such Agent must be approved by Servicer prior to engaging in any Asset Review under this Agreement. The Asset Representations Reviewer shall be responsible to Servicer for the Asset Reviews provided by its Agents to the same extent as if provided by the Asset Representations Reviewer under this Agreement. Servicer agrees to look solely to the Asset Representations Reviewer and not to any Agent for satisfaction of any claims the Servicer may have arising out of this Agreement or due to the performance or non-performance of Services.

(d)      Changes to Personnel. It will promptly notify Servicer in the event that it undergoes significant management or staffing changes which would negatively impact its ability to fulfill its obligations under this Agreement.

(e)      Maintenance of Asset Review Materials. It will maintain copies of any Asset Review Materials, Asset Review Reports and other documents relating to an Asset Review, including internal correspondence and work papers, for a period of two years after the termination of this Agreement.

Section 4.3.      Fees and Expenses.

(a)      Annual Fee. The Issuer will, or will cause the Servicer to, pay the Asset Representations Reviewer, as compensation for agreeing to act as the Asset Representations Reviewer under this Agreement, an annual fee in the amount of $[        ]. The annual fee will be paid on the 20    -     Closing Date and on each anniversary of the 20    -     Closing Date until this Agreement is terminated, payable pursuant to the priority of payments in Section 8.3 of the Indenture.

(b)      Asset Review Fee. Following the completion of an Asset Review and the delivery to the Indenture Trustee of the Asset Review Report, or the termination of an Asset Review according to Section 3.4(e), and the delivery to the Servicer of a detailed invoice, the Asset Representations Reviewer will be entitled to a fee of [up to $        ] for each Asset Review Receivable for which the Asset Review was started (the “Asset Review Fee”). However, no Asset Review Fee will be charged for any Asset Review Receivable which was included in a prior Asset Review or for which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of the Asset Review according to Section 3.4(e). If the detailed invoice is submitted on or before the first day of a month, the Asset Review Fee will be paid by the Issuer

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pursuant to the priority of payments in Section 8.3 of the Indenture starting on or before the Distribution Date in that month. However, if an Asset Review is terminated according to Section 3.4(e), the Asset Representations Reviewer must submit its invoice for the Asset Review Fee for the terminated Asset Review no later than five (5) Business Days before the final Distribution Date in order to be reimbursed no later than the final Distribution Date. To the extent that such amounts were not previously paid by the Servicer or any other party, upon receipt of a detailed invoice, the Asset Representations Reviewer shall be entitled to payment by the Servicer of incurred but otherwise unpaid Asset Review Fees.

(c)      Reimbursement of Travel Expenses. If the Servicer provides access to the Asset Review Materials at one of its properties, the Issuer will, or will cause the Servicer to, reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Asset Review upon receipt of a detailed invoice, payable pursuant to the priority of payments in Section 8.3 of the Indenture.    To the extent that such amounts were not previously paid by the Servicer or any other party, upon receipt of a detailed invoice, the Asset Representations Reviewer shall be entitled to payment by the Servicer of incurred but otherwise unpaid travel expenses.

(d)      Dispute Resolution Expenses. If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.7 and its reasonable out-of-pocket expenses it incurs in participating in the proceeding are not paid by a party to the dispute resolution within [ninety (90)] days of the end of the proceeding, the Issuer will reimburse the Asset Representations Reviewer for such expenses upon receipt of a detailed invoice, payable pursuant to the priority of payments in Section 8.3 of the Indenture.    To the extent that such amounts were not previously paid by the Servicer or any other party, upon receipt of a detailed invoice, the Asset Representations Reviewer shall be entitled to payment by the Servicer of incurred but otherwise unpaid expenses.

Section 4.4.      Limitation on Liability. The Asset Representations Reviewer will not be liable to any person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment. However, the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement. In no event shall either party be liable to the other party for any incidental, special, indirect, punitive, exemplary or consequential damages.

Section 4.5.      Indemnification

(a)      Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the Owner Trustee, the Collateral Agent and the Indenture Trustee (both in its individual capacity and in its capacity as Indenture Trustee on behalf of the Noteholders) and their respective directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities resulting from (i) the willful misconduct, fraud, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties or other obligations under this Agreement (iii) its breach of confidentiality obligations or (iv) any third party intellectual property claim. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this

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Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

(b)      Indemnification of Asset Representations Reviewer. The Issuer will, or will cause the [Servicer] to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents, for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Issuer acknowledges and agrees that its obligation to indemnify the Asset Representations Reviewer in accordance with this Agreement shall survive termination of this Agreement. To the extent that such indemnities owed to the Asset Representations Reviewer were not previously paid by the Servicer or any other party, upon receipt of a detailed invoice, the Asset Representations Reviewer shall be entitled to payment by the Servicer of such incurred but otherwise unpaid indemnities.

Section 4.6.      Right to Audit. During the term of this Agreement and not more than once per year (unless circumstances warrant additional audits as described below), Servicer may audit the Asset Representations Reviewer’s policies, procedures and records that relate to the performance of the Asset Representation Reviewer under this Agreement to ensure compliance with this Agreement upon at least 10 business days’ notice. Notwithstanding the foregoing, the parties agree that Servicer may conduct an audit at any time, in the event of (i) audits required by Servicer’s governmental or regulatory authorities, (ii) investigations of claims of misappropriation, fraud, or business irregularities of a potentially criminal nature, or (iii) Servicer reasonably believes that an audit is necessary to address a material operational problem or issue that poses a threat to Servicer’s business.

Section 4.7.      Delegation of Obligations. Subject to the terms of Section 4.2(c) of this Agreement, the Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer and the Servicer.

Section 4.8.      Confidential Information.

(a)      Definitions.

(i)      In performing its obligations pursuant to this Agreement, the parties may have access to and receive disclosure of certain Confidential Information about or belonging to the other, including but not limited to marketing philosophy, strategies (including tax mitigation strategies), techniques, and objectives; advertising and promotional copy; competitive advantages and disadvantages; financial results; technological developments; loan evaluation programs; customer lists; account information, profiles, demographics and Non-Public Personal Information (defined below); credit scoring criteria, formulas and programs; research and development efforts; any investor, financial, commercial, technical or scientific information (including, but not limited to, patents, copyrights, trademarks, service marks, trade names and dress, and applications relating to same, trade secrets,

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software, code, inventions, know-how and similar information) and any and all other business information (hereinafter “Confidential Information”).

(ii)       “Non-Public Personal Information” shall include all Personally Identifiable Financial Information in any list, description or other grouping of consumers/customers, and publicly available information pertaining to them, that is derived using any Personally Identifiable Financial Information that is not publicly available, and shall further include all Non-Public Personal Information as defined by Federal regulations implementing the Gramm-Leach-Bliley Act, as amended from time to time, and any state statues or regulations governing this agreement.

(iii)      “Personally Identifiable Financial Information” means any information a consumer provides to a party in order to obtain a financial product or service, any information a party otherwise obtains about a consumer in connection with providing a financial product or service to that consumer, and any information about a consumer resulting from any transaction involving a financial product or service between a party and a consumer. Personally Identifiable Financial Information may include, without limitation, a consumer’s first and last name, physical address, zip code, e-mail address, phone number, Social Security number, birth date, account number and any information that identifies, or when tied to the above information may identify, a consumer.

(b)      Use of Confidential Information. The parties agree that during the term of this Agreement and thereafter, Confidential Information is to be used solely in connection with satisfying their obligations pursuant to this Agreement, and that a party shall neither disclose Confidential Information to any third party, nor use Confidential Information for its own benefit, except as may be necessary to perform its obligations pursuant to this Agreement or as expressly authorized in writing by the other party, as the case may be.

Neither party shall disclose any Confidential Information to any other persons or entities, except on a “need to know” basis and then only: (i) to their own employees and Agents (as defined below); (ii) to their own accountants and legal representatives, provided that any such representatives shall be subject to subsection(iv) below; (iii) to their own affiliates, provided that such affiliates shall be restricted in use and redisclosure of the Confidential Information to the same extent as the parties hereto. “Agents”, for purposes of this Section, mean each of the parties’ advisors, directors, officers, employees, contractors, consultants affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and to the extent any Agent of the recipient receive Confidential Information, such recipient party shall be responsible for such Agent’s full compliance with the terms and conditions of this Agreement and shall be liable for any such Agent’s non-compliance.

(c)      Compelled Disclosure. If a subpoena or other legal process seeking Confidential Information is served upon either party, such party will, to the extent not prohibited by law, rule or order, notify the other immediately and, to the maximum extent practicable prior to disclosure of any Confidential Information, will, at the other’s request and reasonable expense, cooperate in any lawful effort to contest the legal validity of such subpoena or other legal process. The restrictions set forth herein shall apply during the term and after the termination of this Agreement. All Confidential Information furnished to the Asset Representations Reviewer or

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Servicer, as the case may be, or to which the Asset Representations Reviewer or Servicer gains access in connection with this Agreement, is the respective exclusive property of the disclosing party.

(d)      Use by Agents, Employees, Subcontractors. The parties shall take reasonable measures to prevent its Agents, employees and subcontractors from using or disclosing any Confidential Information, except as may be necessary for each party to perform its obligations pursuant to this Agreement. Such measures shall include, but not be limited to, (i) education of such Agents, employees and subcontractors as to the confidential nature of the Confidential Information; and (ii) securing a written acknowledgment and agreement from such Agents, employees and subcontractors that the Confidential Information shall be handled only in accordance with provisions no less restrictive than those contained in this Agreement. This provision shall survive termination of this Agreement.

(e)      Remedies. The parties agree and acknowledge that in order to prevent the unauthorized use or disclosure of Confidential Information, it may be necessary for a party to seek injunctive or other equitable relief, and that money damages may not constitute adequate relief, standing alone, in the event of actual or threatened disclosure of Confidential Information. In addition, the harmed party shall be entitled to all other remedies available at law or equity including injunctive relief.

(f)       Exceptions. Confidential Information shall not include, and this Agreement imposes no obligations with respect to, information that:

(i)      is or becomes part of the public domain other than by disclosure by a Party or its Agents in violation of this Agreement;

(ii)     was disclosed to a Party prior to the Effective Date without a duty of confidentiality;

(iii)    is independently developed by a Party outside of this Agreement and without reference to or reliance on any Confidential Information of the other Party; or

(iv)    was obtained from a third party not known after reasonable inquiry to be under a duty of confidentiality.

The foregoing exceptions shall not apply to any Non-Public Personal Information or Personally Identifiable Financial Information, which shall remain confidential in all circumstances, except as required or permitted to be disclosed by applicable law, statute, or regulation.

(g)      Return of Confidential Information. Subject to Section 4.2(e) of this Agreement, upon the request of a party, the other party shall return all Confidential Information to the other; provided, however, (i) each party shall be permitted to retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (ii) neither party will be required to search archived electronic back-up files of its computer systems for the other party’s Confidential Information in order to purge the other party’s Confidential Information from its archived files; provided further, that any Confidential

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Information so retained will (x) remain subject to the obligations and restrictions contained in this Agreement, (y) will be maintained in accordance with the retaining party’s document retention policies and procedures, and (z) the retaining party will not use the retained Confidential Information for any other purpose.

Section 4.9.    Security and Safeguarding Information

(a)      Confidential Information that contains Non-Public Personal Information about customers is subject to the protections created by the Gramm-Leach-Bliley Act of 1999 (the “Act”) and under the standards for safeguarding Confidential Information, 16 CFR Part 314 (2002) adopted by Federal Trade Commission (“FTC”) (the “Safeguards Rule”). Additionally, state specific laws may regulate how certain confidential or personal information is safeguarded. The parties agree with respect to the Non-Public Personal Information to take all appropriate measures in accordance with the Act, and any state specific laws, as are necessary to protect the security of the Non-Public Personal Information and to specifically assure there is no disclosure of the Non-Public Personal Information other than as authorized under the Act, and any state specific laws, and this Agreement.

With respect to Confidential Information, including Non-Public Personal Information and Personally Identifiable Financial Information as applicable, each of the parties agrees that:

(i)     It will use commercially reasonable efforts to safeguard and protect the confidentiality of any Confidential Information and agrees, warrants, and represents that it has or will implement and maintain appropriate safeguards designed to safeguard and protect the confidentiality of any Confidential Information.

(ii)    It will not disclose or use Confidential Information provided except for the purposes as set in the Agreement, including as permitted under the Act and its implementing regulations, or other applicable law.

(iii)    It acknowledges that the providing party is required by the Safeguards Rule to take reasonable steps to assure itself that its service providers maintain sufficient procedures to detect and respond to security breaches, and maintain reasonable procedures to discover and respond to widely-known security failures by its service providers. It agrees to furnish to the providing party that appropriate documentation to provide such assurance.

(iv)    It understands that the FTC may, from time to time, issue amendments to and interpretations of its regulations implementing the provisions of the Act, and that pursuant to its regulations, either or both of the parties hereto may be required to modify their policies and procedures regarding the collection, use, protection, and/or dissemination of Non-Public Personal Information. Additionally, states may issue amendments to and interpretations of existing regulations, or may issue new regulations, which both of the parties hereto may be required to modify their policies and procedures. To the extent such regulations are so amended or interpreted, each party hereto agrees to use reasonable efforts to adjust the Agreement in order to comply with any such new requirements.

(v)    By the signing of this Agreement, each party certifies that it has a written, comprehensive information security program that is in compliance with federal and state

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laws that are applicable to its respective organization and the types of Confidential Information it receives.

(b)      The Asset Representations Reviewer represents and warrants that it has, and will continue to have, adequate administrative, technical, and physical safeguards designed to (i) protect the security, confidentiality and integrity of Non-Public Personal Information, (ii) ensure against anticipated threats or hazards to the security or integrity of Non-Public Personal Information, (iii) protect against unauthorized access to or use of Non-Public Personal Information and (iv) otherwise comply with its obligations under this Agreement. These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

(c)      Asset Representations Reviewer will promptly notify Servicer in the event it becomes aware of any unauthorized or suspected acquisition of data or Confidential Information that compromises the security, confidentiality or integrity of Servicer’s Confidential Information, whether internal or external. The disclosure will include the date and time of the breach along with specific information compromised along with the monitoring logs, to the extent then known. The Asset Representations Reviewer will use commercially reasonable efforts to take remedial action to resolve such breach.

(d)      The Asset Representations Reviewer will cooperate with and provide information to the Issuer and the Servicer regarding the Asset Representations Reviewer’s compliance with this Section 4.9.

ARTICLE V.

RESIGNATION AND REMOVAL

Section 5.1.    Resignation and Removal of Asset Representations Reviewer.

(a)      Resignation of Asset Representations Reviewer. The Asset Representations Reviewer may not resign as Asset Representations Reviewer, except:

(i)      upon determination that (A) the performance of its obligations under this Agreement is no longer permitted under applicable law, (B) there is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable law and (C) it ceases to be an Eligible Asset Representations Reviewer; or

(ii)     with the consent of the Issuer.

The Asset Representations Reviewer will give the Issuer and the Servicer sixty (60) days’ prior notice of its resignation. Any determination permitting the resignation of the Asset Representations Reviewer under subsection (i) above must be evidenced by an Opinion of Counsel delivered to the Issuer, the Servicer, the Owner Trustee, the Collateral Agent and the Indenture Trustee. No resignation of the Asset Representations Reviewer will become effective until a successor Asset Representations Reviewer is in place.

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(b)      Removal of Asset Representations Reviewer. The Issuer may remove the Asset Representations Reviewer and terminate all of its rights and obligations (other than as provided in Section 4.6) under this Agreement (i) if the Asset Representations Reviewer ceases to be an Eligible Asset Representations Reviewer, (ii) on a breach of any of the representations, warranties, covenants or obligations of the Asset Representations Reviewer contained in this Agreement and (iii) on the occurrence of an Insolvency Event with respect to the Asset Representations Reviewer, by notifying the Asset Representations Reviewer, the Indenture Trustee and the Servicer of the removal.

(c)      Effectiveness of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will become effective until a successor Asset Representations Reviewer is in place. The predecessor Asset Representations Reviewer will continue to perform its obligations under this agreement until a successor asset Representations Reviewer is in place.

Section 5.2.    Engagement of Successor.

(a)      Successor Asset Representations Reviewer. Following the resignation or removal of the Asset Representations Reviewer under Section 5.1, the Issuer will engage as the successor Asset Representations Reviewer a Person that is an Eligible Asset Representations Reviewer. The successor Asset Representations Reviewer will accept its engagement or appointment by executing and delivering to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement or entering into a new Asset Representations Review Agreement with the Issuer that is on substantially the same terms as this Agreement.

(b)      Transition and Expenses. The predecessor Asset Representations Reviewer will cooperate with the successor Asset Representations Reviewer engaged by the Issuer in effecting the transition of the Asset Representations Reviewer’s obligations and rights under this Agreement. The predecessor Asset Representations Reviewer will pay the reasonable expenses of the successor Asset Representations Reviewer in transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the successor Asset Representations Reviewer.

Section 5.3.    Merger, Consolidation or Succession. Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party, (c) which acquires substantially all of the assets of the Asset Representations Reviewer, or (d) succeeding to the business of the Asset Representations Reviewer, which Person is an Eligible Asset Representations Reviewer, will be the successor to the Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law). No such transaction will be deemed to release the Asset Representations Reviewer from its obligations under this Agreement.

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ARTICLE VI

OTHER AGREEMENTS

Section 6.1.      Independence of Asset Representations Reviewer. The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuer, the Indenture Trustee or the Owner Trustee for the manner in which it accomplishes the performance of its obligations under this Agreement. Unless expressly authorized by the Issuer and, with respect to the Owner Trustee, the Owner Trustee, the Asset Representations Reviewer will have no authority to act for or represent the Issuer, the Indenture Trustee or the Owner Trustee and will not be considered an agent of the Issuer, the Indenture Trustee or the Owner Trustee. Nothing in this Agreement will make the Asset Representations Reviewer and any of the Issuer, the Indenture Trustee or the Owner Trustee members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

Section 6.2.      No Petition. Each of the Servicer and the Asset Representations Reviewer, by entering into this Agreement, and the Owner Trustee and the Indenture Trustee, by accepting the benefits of this Agreement, agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of (a) all securities issued by the Seller or by a trust for which the Seller was a Seller or (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, the Seller or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law. This Section 6.2 will survive the termination of this Agreement.

Section 6.3.      Limitation of Liability of Owner Trustee . It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by                     , not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by                      but is made and intended for the purpose of binding only the issuer, (iii) nothing herein contained shall be construed as creating any liability on                     , individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv)                      has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Agreement and (v) under no circumstances shall                      be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents

Section 6.4.    Termination of Agreement. This Agreement will terminate, except for the obligations under Section 4.6, on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (b) the termination of the Issuer.

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ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1.    Amendments.

(a)      The parties may amend this Agreement:

(i)      without the consent of the Noteholders, to clarify an ambiguity or to correct or supplement any term of this Agreement that may be defective or inconsistent with the other terms of this Agreement or to provide for, or facilitate the acceptance of this Agreement by, a successor Asset Representations Reviewer;

(ii)     without the consent of the Noteholders, if the Servicer delivers an Officer’s Certificate to the Issuer, the Owner Trustee, the Collateral Agent and the Indenture Trustee stating that the amendment will not have a material adverse effect on the Notes; or

(iii)    with the consent of the Noteholders of a majority of the Note Balance of each Class of Notes materially and adversely affected by the amendment (with each affected Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class).

(b)      Notice of Amendments. The Servicer will give prior notice of any amendment to the Rating Agencies. Promptly after the execution of an amendment, the Servicer will deliver a copy of the amendment to the Rating Agencies.

Section 7.2.    Assignment; Benefit of Agreement; Third Party Beneficiaries.

(a)      Assignment. Except as stated in Section 5.3, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of the Issuer and the Servicer.

(b)      Benefit of the Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding on the parties to this Agreement and their permitted successors and assigns. The Owner Trustee and the Indenture Trustee (both in its individual capacity and in its capacity as Indenture Trustee), for the benefit of the Noteholders, will be third-party beneficiaries of this Agreement entitled to enforce this Agreement against the Asset Representations Reviewer and the Servicer. No other Person will have any right or obligation under this Agreement.

Section 7.3.    Notices.

(a)      Delivery of Notices. All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be considered given:

(i)      on delivery or, for a letter mailed by registered first class mail, postage prepaid, three (3) days after deposit in the mail;

(ii)     for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

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(iii)    for an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)    for an electronic posting to a password-protected website to which the recipient has access, on delivery (without the requirement of confirmation of receipt) of an email to that recipient stating that the electronic posting has occurred.

(b)      Notice Addresses. Any notice, request, demand, consent, waiver or other communication will be delivered or addressed as follows:                     , or at any another address as the related party may designate by notice to the other parties hereto.

Section 7.4.    GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE, GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 7.5.    Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally:

(a)      submits for itself and, as applicable, its property, in any legal action relating to this Agreement, the Program Documents or any other documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b)      consents that any such action may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; and

(c)      waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Program Documents or the transactions contemplated hereby.

Section 7.6.    No Waiver; Remedies. No party’s failure or delay in exercising any power, right or remedy under this Agreement will operate as a waiver. No single or partial exercise of any power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy. The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

Section 7.7.    Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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Section 7.8.    Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 7.9.    Counterparts and Consent to Do Business Electronically. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Agreement and any documents to be delivered in connection with this Agreement may be executed by means of an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Agreement and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and the year first above written.

GM FINANCIAL AUTOMOBILE LEASING TRUST         20    -
By: [OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee on behalf of the Trust.
By:
	Name:
	Title:
AMERICREDIT FINANCIAL SERVICES, INC. d/b/a GM FINANCIAL, as Servicer
By:
	Name:
	Title:
,
as Asset Representations Reviewer
By:
	Name:
	Title:

[Signature Page to Asset Representations Review Agreement]

Schedule A

Representation

1.        Origination. The 20    -     Lease Agreement (a) was originated in the United States by the Titling Trust or a Dealer in the ordinary course of business and in accordance with GM Financial’s underwriting guidelines for lease agreements, and, in the case of a 20    -     Lease Agreement originated by a Dealer, pursuant to a Dealer Agreement which allows for recourse to the Dealer in the event of certain defects in the 20    -     Lease Agreement (but not for a default by the related Lessee), and [(b) was not originated under a master lease contract].

Documents

Lease Documents

Procedures to be Performed

  i. Confirm the Lease Agreement lists the Titling Trust or an approved Dealer as the Lessor

 ii. If the Lessor is listed as a Dealer, confirm the Dealer name on the Lease Agreement matches the Dealer name on the Dealer Agreement

iii. If the Lessor is listed as a Dealer, confirm the Dealer Agreement allows for recourse to the Dealer in the event of certain defects in the Lease Agreement

iv. [Confirm the Lease Agreement was not originated under a master lease contract]

 v. If Steps (i) through (iv) are confirmed, then Test Pass

Schedule A -1

Representation

2.        Good Title. The Titling Trust has good title, or the Servicer has commenced procedures that will result in good title, to each 20    -     Lease Agreement and each 20    -     Leased Vehicle, free and clear of any Liens (other than the Liens in favor of the Collateral Agent granted in accordance with the Credit and Security Agreement); and the Collateral Agent has a security interest in each 20    -     Lease Agreement and the related 20    -     Leased Vehicle which was validly created and is a perfected, first priority security interest, and is noted as lienholder on the related Certificate of Title.

Documents

Lease Documents

Procedures to be Performed

  i. Confirm the Certificate of Title or Application for Certificate of Title lists the Titling Trust as the titleholder of the Leased Vehicle

 ii. Confirm the Vehicle Identification Number (VIN) listed on the title documents matches the VIN number on the Lease Agreement

iii. Confirm there is no evidence of any lien that would take priority over the Collateral Agent’s security interest

iv. Confirm the Collateral Agent is listed on the Title Documents as the first priority lienholder

 v. If Steps (i) through (iv) are confirmed, then Test Pass

Schedule A -2

Representation

3.        Compliance with Law. Each 20    -     Lease Agreement complied in all material respects at the time it was originated, and as of the date of the 20    -     Servicing Supplement will comply in all material respects, with all requirements of federal, State and local laws.

Documents

Lease Documents

Procedures to be Performed

  i. Confirm the following sections are present on the contract and filled out:

a. Name and address of Lessor

b. Name and address of Lessee

c. Vehicle Description

d. Amount Due at Lease Signing

e. Amount of Monthly Payment

f. Number of Monthly Payments

g. Other Charges

h. Total of Payments

 ii. Confirm there is an itemization of the Amount Due at Lease Signing.

iii. Confirm there is an itemization of the Monthly Payment

iv. Confirm the following disclosures are included in the contract:

a. Early Termination

b. Excessive Wear

c. Purchase Option

d. Insurance Requirements

e. Late Charges

 v. If Steps (i) through (iv) are confirmed, then Test Pass

Schedule A -3

Representation

4.        Necessary Licenses and Approvals. All material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the originator of such 20    -     Lease Agreement in connection with (a) the origination or acquisition of such 20    -     Lease Agreement, (b) the execution, delivery and performance of such 20    -     Lease Agreement by the Titling Trust, and (c) the acquisition of such 20    -     Lease Agreement and the related 20    -     Leased Vehicle by the Titling Trust, were duly obtained, effected or given and were in full force and effect as of such date of origination or acquisition.

Documents

Lease Documents

Dealer Agreement

Procedures to be Performed

  i. If the Lease Agreement was originated by GM Financial, review the Lease Documents and confirm GM Financial had all necessary licenses and permits as required by the state in which it was originated

 ii. If the Lease Agreement was originated by a Dealer, confirm the Dealer Agreement contains language confirming the dealer was required to have all necessary licenses and permits and there was no evidence to the contrary.

iii. If Steps (i) and (ii) are confirmed, then Test Pass

Schedule A -4

Representation

5.        Binding Obligation. The 20    -     Lease Agreement and all related Lease Documents were fully and properly executed by the parties thereto and such 20    -     Lease Agreement represents the legal, valid and binding full-recourse payment obligation of the related Lessee, enforceable against such Lessee in accordance with its terms, except as enforceability is subject to or limited by bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium and other similar laws affecting the enforcement of creditors’ rights in general or principles of equity (whether considered in a suit at law or in equity).

Documents

Lease Documents

Procedures to be Performed

  i. Confirm the Lessee, Co-lessee and Lessor have signed the Lease Agreement

 ii. If confirmed, then Test Pass

Schedule A -5

Representation

6.        No Defenses. The 20    -     Lease Agreement is not subject, to the best of the Seller’s and Servicer’s knowledge, any right of rescission, cancellation, setoff, claim, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the related Lessee to payment of the amounts due thereunder, and no such right of rescission, cancellation, set-off, claim, counterclaim or any other defense (including defenses arising out of violations of usury laws) has been asserted or threatened.

Documents

Lease Documents

Procedures to be Performed

  i. Confirm there is no indication the Lease Agreement is subject to any right or threat of rescission, cancellation, setoff, claim, counterclaim or other defense

 ii. If confirmed, then Test Pass

Schedule A -6

Representation

7.        Satisfaction of Obligations. Each of GM Financial, the Titling Trust and, to the best of the Seller’s and Servicer’s knowledge, the Dealer which originated the 20    -     Lease Agreement, if any, has satisfied all respective obligations required to be fulfilled on its part with respect to such 20    -     Lease Agreement and the related 20    -     Leased Vehicle.

Documents

Lease Documents

Procedures to be Performed

  i. Confirm the Lease Agreement contains a Truth in Lending statement

 ii. If confirmed, then Test Pass

Schedule A -7

Representation

8.     U.S. Dollars. The 20    -     Lease Agreement is payable solely in Dollars in the United States.

Documents

Lease Documents

Procedures to be Performed

  i.     Confirm all dollar amounts within the Lease Agreement are denominated in US Dollars

 ii.     If confirmed, then Test Pass

Schedule A -8

Representation

9.        No Government Obligors. The related Lessee is a Person other than GM Financial, any Affiliate or employee thereof or a Governmental Authority and at the time of origination of the 20    -     Lease Agreement, based on information provided by the Lessee, the Lessee is located in and has a billing address within the United States.

Documents

Lease Documents

Procedures to be Performed

  i.     Confirm the Lessee is not GM Financial

 ii.     Confirm the Lessee is not a Governmental Authority as of the origination of the Lease Agreement

iii.     Confirm the Lease Agreement reports the Lessee’s billing address within the United States

iv.     If Steps (i) through (iii) are confirmed, then Test Pass

Schedule A -9

Representation

10.        No Bankrupt Lessees. As of the [related] Cutoff Date, the related Lessee has not been identified on the records of GM Financial as being the subject of a current bankruptcy proceeding.

Documents

Data Tape

Procedures to be Performed

  i.     Review the data tape and confirm the Lessee is not involved in active bankruptcy proceeding as of the Cutoff Date

 ii.     If confirmed, then Test Pass

Schedule A -10

Representation

11.      Insurance. The 20    -     Lease Agreement requires the Lessee thereunder to maintain (a) physical damage and liability insurance covering the related 20    -     Leased Vehicle, and (b) insurance against loss and damage due to fire, theft, transportation, collision and other risks generally covered by comprehensive and collision coverage.

Documents

Lease Documents

Procedures to be Performed

  i. Confirm the Lease Agreement contains language requiring the Lessee to maintain physical damage and liability insurance on the vehicle

 ii. Confirm the Lease Agreement contains language requiring the Lessee to obtain insurance against loss and damage due to fire, theft, transportation, collision and other risks generally covered by comprehensive and collision coverage

iii. If Steps (i) and (ii) are confirmed, then Test Pass

Schedule A -11

Representation

12.    Security Interest in Leased Vehicle. The related 20    -     Leased Vehicle is titled in the name of a Titling Trust Permissible Name and the Collateral Agent is listed as the recorded lienholder or recorded holder of a security interest in such 20    -     Leased Vehicle, or the Servicer has commenced procedures that will result in such 20    -     Leased Vehicle being titled in the name of a Titling Trust Permissible Name and the Collateral Agent being listed as recorded lienholder or recorded holder of a security interest in such 20    -     Leased Vehicle.

Documents

Lease Documents

Procedures to be Performed

  i. Confirm the Certificate of Title or Application for Certificate of Title lists the Titling Trust as the titleholder of the Leased Vehicle

 ii. Confirm the Vehicle Identification Number (VIN) listed on the title documents matches the VIN number on the Lease Agreement

iii. Confirm the Collateral Agent is listed on the Title Documents as the first priority lienholder

iv. If Steps (i) through (iii) are confirmed, then Test Pass

Schedule A -12

Representation

13.    Simple Interest. The 20    -     Lease Agreement is a [closed-end] lease that provides for equal monthly payments by the Lessee, which scheduled payments, if made when due, fully amortize the net capitalized cost of such 20    -     Lease Agreement to the Booked Residual Value by the end of the Lease Term, based on the related APR.

Documents

Lease Documents

Procedures to be Performed

  i. Confirm the monthly payment reported on the Lease Agreement are level

 ii. Confirm the product of the number of payments and the amount of the payments fully amortizes the net capitalized cost

iii. If Steps (i) and (ii) are confirmed, then Test Pass

Schedule A -13

Representation

14.    Lawful Assignment. The 20    -     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.

Documents

Lease Documents

Procedures to be Performed

  i. Confirm the Lease Agreement contains disclosures that grant the Lessor the ability to fully assign its interests without the consent of the related Lessee or any other Person

 ii. If confirmed, then Test Pass

Schedule A -14

Representation

15.    No Material Amendments or Modifications. The 20    -     Lease Agreement has not been modified in any way except in accordance with the Customary Servicing Practices.

Documents

Lease Documents

Procedures to be Performed

  i. Confirm the Lease Agreement has not been modified in any way except in accordance with the Customary Servicing Practices

 ii. If confirmed, then Test Pass

Schedule A -15

Representation

16.    No Default. As of the [related] Cutoff Date, the 20    -     Lease Agreement is not a Liquidated Lease, a Defaulted Lease or a Delinquent Lease and, except as permitted in this paragraph, to the best of the Seller’s and Servicer’s knowledge, no default, breach, violation or event permitting acceleration under its terms has occurred; and to the best of the Seller’s and Servicer’s knowledge, no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under its terms has arisen; and GM Financial has not waived, and shall not waive, any of the foregoing.

Documents

Data Tape

Procedures to be Performed

  i. Confirm the Lease is active as of the Cutoff Date

 ii. Confirm the Lease is not delinquent as of the Cutoff Date

iii. Confirm there is no evidence of a breach, violation or event permitting acceleration of the terms of the Lease Agreement

iv. Confirm there is no continuing conditions that has arisen that would lead to a default, breach, violation or even permitting acceleration under the Lease terms

 v. If Steps (i) through (iv) are confirmed, then Test Pass

Schedule A -16

Representation

17.    Vehicle. The related 20    -     Leased Vehicle is a car, light truck or utility vehicle [manufactured by General Motors Company or an Affiliate thereof].

Documents

Lease Documents

Procedures to be Performed

  i. Confirm the Vehicle is a car, light truck or utility vehicle

 ii. [Confirm the Vehicle was manufactured by General Motors Company or an Affiliate]

iii. If [(i) and (ii) are] confirmed, then Test Pass

Schedule A -17

Representation

18.    Chattel Paper. The 20    -     Lease Agreement constitutes “tangible chattel paper” or “electronic chattel paper” within the meaning of the UCC.

Documents

Lease Documents

Procedures to be Performed

  i. Confirm there is a signature under the appropriate lessee, co-lessee and lessor signature lines within the Lease Agreement

 ii. Confirm the Lease Agreement reports an monetary obligation greater than zero

iii. Confirm the Title Documents report the Collateral Agent has a security interest in the Lease Agreement

iv. If Steps (i) through (iii) are confirmed, then Test Pass

Schedule A -18

Representation

19.    Leases in Force. The 20    -     Lease Agreement is in full force and effect and, to the best of the Seller’s and Servicer’s knowledge, has not been satisfied, subordinated, rescinded, cancelled or terminated.

Documents

Lease Documents

Procedures to be Performed

  i. Confirm there is no evidence within the Lease Documents that the Lease has been subordinated, rescinded, cancelled or terminated

 ii. Confirm there is no evidence within the Lease Documents that the Lease has been satisfied prior to the [related] Cutoff Date

iii. If Steps (i) and (ii) are confirmed, then Test Pass

Schedule A -19

Representation

20.    Schedule of Leases. The 20    -     Lease Agreement has been identified in the Schedule of 20    -     Lease Agreements and 20    -     Leased Vehicles and such Schedule of 20    -     Lease Agreements and 20    -     Leased Vehicles is accurate in all material respects and the 20    -     Lease Agreement has not been allocated to any other Designated Pool.

Documents

Data Tape

Procedures to be Performed

  i. Confirm the Lease number reported in the data tape matches the Lease number reported in the Schedule of 20    -     Lease Agreements and 20    -     Leased Vehicles

 ii. If confirmed, then Test Pass

Schedule A -20

Representation

21.    Maturity Date. At origination the Maturity Date with respect to the 20    -     Lease Agreement was not less than              (    ) months or more than              (    ) months after the date of origination.

Documents

Lease Documents

Procedures to be Performed

  i. Confirm the Lease Agreement reports the lease term within the allowable range

 ii. If confirmed, then Test Pass

Schedule A -21

Representation

22.    Securitization Value. As of the [related] Cutoff Date, each 20    -     Lease Agreement had a Securitization Value not less than $         and no more than $        .

Documents

Lease Documents

Procedures to be Performed

  i. Confirm the Lease Agreement reports the Securitization value within the allowable range

 ii. If confirmed, then Test Pass

Schedule A -22

Representation

23.        One Original. With respect to any 20    -     Lease Agreement that constitutes “electronic chattel paper” under the UCC, (a) a single electronically authenticated authoritative copy (within the meaning of the UCC) of the 20    -     Lease Agreement is continuously maintained by the Servicer, and (b) the Servicer is able (1) to transfer the electronically authenticated authoritative copy of the related 20    -     Lease Agreement to a separate electronic vault at the related econtracting facilitator that is controlled by the applicable Successor Servicer or to an electronic vault at the applicable successor Servicer, or (2) to export the electronically authenticated authoritative copy from the electronic vault and deliver a physical copy of the exported 20    -     Lease Agreement to the successor Servicer.

Documents

Lease Documents

E-Vault

Procedures to be Performed

  i. If the Lease Agreement constitutes “electronic chattel paper”, confirm it is an electronically authenticated authoritative copy and

 ii. Confirm the authoritative copy of the Lease Agreement was signed by all parties

iii. If Steps (i) and (ii) are confirmed, then Test Pass

Schedule A -23

EX-36.1

EXHIBIT 36.1

Certification

I, [identify the certifying individual], certify as of [the date of final prospectus under 17 CFR §230.424] that:

1.      I have reviewed the prospectus relating to the Class A-1, Class A-2[-A], [Class A-2-B,] Class A-3, Class A-4, Class B[,][and] Class C [and Class D] Notes of GM Financial Automobile Leasing Trust 20    -     (the “securities”) and am familiar with, in all material respects, the following: The characteristics of the securitized assets underlying the offering (the “securitized assets”), the structure of the securitization, and all material underlying transaction agreements as described in the prospectus;

2.      Based on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading;

3.      Based on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments or distributions on the securities in accordance with their terms; and

4.      Based on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization, and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities, however denominated) in accordance with their terms as described in the prospectus.

The foregoing certifications are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.

Date:             , 20    .

[Name]

Chief Executive Officer [and             ] of

GMF Leasing LLC

EX-99.1

Exhibit 99.1

GM FINANCIAL AUTOMOBILE LEASING TRUST 20    -    ,

GMF LEASING LLC,

as Depositor,

GM FINANCIAL,

as Administrator

and

[INDENTURE TRUSTEE]

as Indenture Trustee

ADMINISTRATION AGREEMENT

Dated as of             , 20    

TABLE OF CONTENTS

		Page
Section 1.01.	Capitalized Terms; Interpretive Provisions	1
Section 1.02.	Duties of the Administrator	2
Section 1.03.	Records	7
Section 1.04.	Compensation	7
Section 1.05.	Additional Information to be Furnished to the Issuer	7
Section 1.06.	Independence of the Administrator	7
Section 1.07.	No Joint Venture	7
Section 1.08.	Other Activities of the Administrator	7
Section 1.09.	Term of Agreement; Resignation and Removal of the Administrator	7
Section 1.10.	Action Upon Termination, Resignation or Removal	8
Section 1.11.	Notices	8
Section 1.12.	Amendments	9
Section 1.13.	Successors and Assigns	9
Section 1.14.	GOVERNING LAW	9
Section 1.15.	Headings	9
Section 1.16.	Counterparts and Consent to Do Business Electronically	9
Section 1.17.	Severability	9
Section 1.18.	Limitation of Liability of Owner Trustee and Indenture Trustee	10
Section 1.19.	Third-Party Beneficiary	10

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ADMINISTRATION AGREEMENT, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among GM Financial Automobile Leasing Trust 20    -    , a Delaware statutory trust (the “Issuer”), AmeriCredit Financial Services, Inc. d/b/a GM Financial (“GM Financial”), as administrator (in such capacity, the “Administrator”), GMF Leasing LLC, a Delaware limited liability company, as Depositor (the “Depositor”), and [Indenture Trustee], as Indenture Trustee (the “Indenture Trustee”).

RECITALS

WHEREAS, the Issuer is governed pursuant to an Amended and Restated Trust Agreement, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Trust Agreement”), between the Depositor and [Owner Trustee], as owner trustee (not in its individual capacity, but solely as owner trustee, the “Owner Trustee”); and

WHEREAS, the parties desire to enter into this Agreement to provide for, among other things, the providing of certain services by the Administrator to and on behalf of the Issuer.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.01.    Capitalized Terms; Interpretive Provisions.

(a)      Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings assigned to them in Appendix 1 to the 20    -     Exchange Note Supplement, dated as of             , 20     (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “20    -     Exchange Note Supplement”), among ACAR Leasing Ltd., as Borrower (in such capacity, the “Borrower”), GM Financial, as Lender (in such capacity, the “Lender”) and as Servicer (in such capacity, the “Servicer”) and [Administrative Agent], as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”) or, if not defined therein, in Appendix A to the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among the Borrower, the Lender, the Servicer, the Administrative Agent and the Collateral Agent. Whenever used in this Agreement, unless the context otherwise requires, the following words and phrases shall have the following meanings. In the event of any conflict between a definition appearing below and in the Indenture, the definition appearing below shall control for purposes of this Agreement.

“20    -     Servicing Agreement” means the Third Amended and Restated Servicing Agreement, dated as of January 24, 2018, as the same may be further amended, restated, supplemented or otherwise modified from time to time, among ACAR Leasing Ltd., the Servicer, APGO Trust and the Collateral Agent as supplemented by the 20    -     Servicing Supplement, dated as of             , 20    , as the same may be amended, restated, supplemented or

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otherwise modified from time to time, among ACAR Leasing Ltd., the Servicer, APGO Trust, the Collateral Agent, and the Indenture Trustee.

“Agreement” has the meaning set forth in the preamble.

“Indenture” means the Indenture, dated as of             , 20    , as the same may be amended, restated, supplemented or otherwise modified from time to time, among the Issuer, the Servicer and the Indenture Trustee.

“Percentage Interests” has the meaning set forth in the Trust Agreement.

“Related Documents” means all Program Documents to which the Issuer or the Owner Trustee is a party.

“Trust Agreement” has the meaning set forth in the recitals.

“Trust Certificateholder” has the meaning set forth in the Trust Agreement.

“Trust Certificates” has the meaning set forth in the Trust Agreement.

(b)      For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein”, “hereof”, “hereunder” and the like shall refer to this Agreement as a whole and not to any particular, part or Section herein, (iii) references to a Section or Exhibit such as “Section 1.01” or “Exhibit A” shall refer to the applicable Section or Exhibit of this Agreement, (iv) the term “include” and all variations thereof shall mean “include without limitation”, (v) the term “or” shall include “and/or”, (vi) the term “proceeds” shall have the meaning ascribed to such term in the UCC, and (vii) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, restated, modified, supplemented or replaced (in the case of a statute) and includes (in the case of agreements or instruments) references to all attachments, annexes, exhibits and schedules thereto and instruments incorporated therein.

Section 1.02.    Duties of the Administrator.

(a)      The Administrator agrees to perform all its duties as Administrator and the obligations and duties of the Issuer and the Owner Trustee under the Related Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Related Documents. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuer and the Owner Trustee under the Related Documents. The Administrator shall prepare for execution by the Issuer or the Owner Trustee, as the case may be, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuer or the Owner Trustee

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is required to take pursuant to the Indenture including such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):

(i)       the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2);

(ii)       the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4);

(iii)      the maintenance of an office at the Indenture Trustee in Minneapolis, Minnesota for registration of transfer or exchange of Notes (Section 3.2);

(iv)      the obtaining and preservation of the Issuer’s qualifications to do business (Section 3.4);

(v)      the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Issuer Trust Estate (Section 3.5);

(vi)      the delivery of the Opinion of Counsel on the 20    -     Closing Date, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Section 3.6 and 3.9);

(vii)     the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));

(viii)    the notification of the Indenture Trustee of each Servicer Default under the 20    -     Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the 20    -     Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));

(ix)      the delivery of the Officer’s Certificate as to compliance with the Program Documents (Section 3.10);

(x)      the notification of the Indenture Trustee and the Issuer Owner Trustee of each Event of Default or Servicer Default (Section 3.20);

(xi)      the notification of the Indenture Trustee and the Issuer Owner Trustee of each event described in Section 3.22 of the Indenture (Section 3.21);

(xii)     the delivery of the 20    -     Exchange Note to the Indenture Trustee in Minneapolis, Minnesota on the 20    -     Closing Date (Section 3.23);

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(xiii)      the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 4.1);

(xiv)      the maintenance of books and records of the Issuer (Section 3.24);

(xv)      the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel relating thereto (Section 4.1);

(xvi)      the appointment of a successor Indenture Trustee or removal of the Indenture Trustee (Sections 6.7 and 6.10);

(xvii)      the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.7 and 6.9);

(xviii)    the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);

(xix)      the filing with the Indenture Trustee of copies of the annual reports and other information, documents and other reports the Issuer is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act within fifteen (15) days after the issuer is required to file the same with the Commission (Section 7.3(a)(i));

(xx)       the filing with the Indenture Trustee and the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of the Indenture as may be required from time to time by the rules and regulations prescribed from time to time by the Commission (Section 7.3(a)(ii));

(xxi)      the furnishing of the Indenture Trustee with summaries of any information, documents and reports required to be filed by the Issuer pursuant to Sections 7.3(a)(i) and (ii) of the Indenture as may be required by the regulations prescribed from time to time by the Commission (Section 7.3(a)(iii));

(xxii)     the notification of the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.4(b));

(xxiii)    the preparation of an Issuer Request for the release of the Issuer Trust Estate (Section 8.4);

(xxiv)    the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);

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(xxv)    the execution of new Notes conforming to any supplemental indenture (Section 9.4);

(xxvi)   the preparation and delivery of all Officer’s Certificates and Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); and

(xxvii)  the preparation and delivery of Officer’s Certificates for the release of property from the Lien of the Indenture (Section 11.1(b)).

(b)    The Administrator shall:

(i)         pay the Owner Trustee in its individual capacity from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust);

(ii)       except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee (as such or in its individual capacity) upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee (as such or in its individual capacity) in accordance with any provision of the Trust Agreement (including reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own gross negligence or willful misconduct;

(iii)      to the extent not paid pursuant to Section 8.3(a) of the Indenture, pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee (including the fees and expenses of its counsel) under the Program Documents (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); and

(iv)      indemnify the Indenture Trustee in accordance with Section 6.6 of the Indenture and indemnify the Owner Trustee in accordance with Section 8.2 of the Trust Agreement.

(c)      In addition to the duties set forth in Sections 1.02(a) and (b), the Administrator shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Documents, including those required under or requested pursuant to the TIA, and at the request of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the Related Documents. Subject to Section 1.06, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Indenture Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.

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(d)      Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrator shall be responsible for promptly notifying the Note Paying Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.1(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Note Paying Agent pursuant to such provision.

(e)      Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee or the Note Paying Agent, as applicable, set forth (i) in Section 9.1(b) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date with respect to which final payment of the Trust Certificates shall be made, and (ii) Section 5.3(b) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders and preparation and filing of tax returns.

(f)      The Administrator shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Issuer, payable by the Administrator, accountants, which shall perform the obligations of the Administrator thereunder.

(g)      The Administrator shall perform any duties that are expressly required under the Trust Agreement to be performed by the Administrator.

(h)      In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

(i)        With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

(i)      amendment of or any supplement to the Indenture;

(ii)     the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the 20    -     Exchange Note);

(iii)    the amendment, change or modification of the Related Documents;

(iv)     the appointment of successor Note Registrars and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations under the Indenture; and

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(v)    the removal of the Indenture Trustee.

(j)      Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, or (ii) take any other action that the Issuer directs the Administrator not to take on its behalf.

Section 1.03.    Records. The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer and the Depositor at any time during normal business hours.

Section 1.04.    Compensation. As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to an annual payment of compensation, which shall be solely an obligation of the Servicer.

Section 1.05.    Additional Information to be Furnished to the Issuer. The Administrator shall furnish to the Issuer from time to time such additional information regarding the Indenture Collateral as the Issuer shall reasonably request.

Section 1.06.    Independence of the Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.

Section 1.07.    No Joint Venture. Nothing contained in this Agreement (a) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) shall be construed to impose any liability as such on any of them, or (c) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

Section 1.08.    Other Activities of the Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an Administrator for any other Person or entity, even though such person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.

Section 1.09.    Term of Agreement; Resignation and Removal of the Administrator. This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate.

(a)      Subject to Section 1.09(d), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice.

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(b)      Subject to Section 1.09(d), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice.

(c)      Subject to Section 1.09(d), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur:

(i)       the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days; or

(ii)      an Insolvency Event occurs with respect to the Administrator.

The Administrator agrees that if any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event.

(d)      No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Required Noteholders shall have been appointed by the Issuer, and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder.

(e)      Subject to Section 1.09(d), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the 20    -     Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement; provided, however, that any Successor Servicer shall not be obligated to perform the obligations of the Administrator set forth in Section 1.02(b).

Section 1.10.    Action Upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to the first sentence of Section 1.09 or the resignation or removal of the Administrator pursuant to Section 1.09, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to the first sentence of Section 1.09 deliver to the Issuer all property and documents of or relating to the Indenture Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 1.09, the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator.

Section 1.11.    Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: (a) if to the Issuer or the Administrator, at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (b) if to the Owner Trustee, at [Owner Trustee], [Address], Attention:             , (c) if to the Indenture Trustee, at the Corporate Trust Office, or (d) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of

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such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder.

Section 1.12.    Amendments. This Agreement may be amended by the parties hereto with the written consent of the Owner Trustee, the Majority Noteholders and the holders of Trust Certificates evidencing at least a majority of the Percentage Interests for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement; provided, however, that no such amendment may (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the 20    -     Exchange Note, or (b) reduce the aforesaid percentage of the holders of Notes and Trust Certificates which are required to consent to any such amendment, without the consent of the holders of all outstanding Notes and Trust Certificates.

Section 1.13.    Successors and Assigns. This Agreement may not be assigned by the Administrator unless the Administrator obtains (a) the consent in writing of the Issuer, the Indenture Trustee acting at the direction of the Majority Noteholders and the Owner Trustee in respect thereof, and (b) satisfaction of the Rating Agency Condition for such action. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder.

Section 1.14.    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 1.15.    Headings. The headings of the various Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 1.16.    Counterparts and Consent to Do Business Electronically. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Agreement and any documents to be delivered in connection with this Agreement may be executed by means of an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Agreement and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

Section 1.17.    Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such

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covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement, and such invalidity shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement.

Section 1.18.    Limitation of Liability of Owner Trustee and Indenture Trustee.

(a)      It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by [Owner Trustee], not individually or personally but solely in its capacity as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer are made and intended not as personal representations, undertakings and agreements by [Owner Trustee] but is made and intended for the purpose for binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on [Owner Trustee], individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and any Person claiming by, through or under the parties hereto, (iv) [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (v) under no circumstances shall [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or the other related documents.

(b)      Notwithstanding anything contained herein to the contrary, this Agreement has been executed by [Indenture Trustee], as Indenture Trustee and in no event shall [Indenture Trustee] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Section 1.19.      Third-Party Beneficiary. Each of the Owner Trustee and the Indenture Trustee is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

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10

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

GM FINANCIAL AUTOMOBILE LEASING

TRUST 20    -    ,

as Issuer

By:  [OWNER TRUSTEE], not in its individual

        capacity but solely as Owner Trustee

By:                                                                                       

Name:

Title:

GMF LEASING LLC, as Depositor

By:                                                                                       

Name:

Title:

[INDENTURE TRUSTEE], not in its individual

capacity but solely as Indenture Trustee

By:                                                                                       

Name:

Title:

AMERICREDIT FINANCIAL SERVICES, INC.

d/b/a GM FINANCIAL, as Administrator

By:                                                                                      

Name:

Title:

[Signature Page to the Administration Agreement]