SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ______________________
Commission file number of the issuing entity: 333-261801-04
CIK number of issuing entity: 0001957686
GM Financial Automobile Leasing Trust 2023-1
(Exact name of issuing entity as specified in its charter)
Commission File Number of depositor: 333-261801
CIK number of depositor: 0001631055
GMF LEASING LLC
(Exact name of depositor as specified in its charter)
Commission File Number of sponsor: 001-13329
CIK number of sponsor: 0001002761
AMERICREDIT FINANCIAL SERVICES, INC.
(Exact name of sponsor as specified in its charter)
| | | | | | | | |
| Delaware | | 88-6789216 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
| AmeriCredit Financial Services, Inc. (as originator) | | |
| 801 Cherry Street, Suite 3500 | | |
| Fort Worth, TX | | 76102 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (817) 302-7000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | |
| Large accelerated filer ☐ | | Accelerated filer ☐ |
Non-accelerated filer ☒ | | Smaller reporting company ☐ |
| | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Not applicable to this registrant.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
None.
PART I
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
| | | | | |
| ITEM 1. | BUSINESS |
| ITEM 1A. | RISK FACTORS |
| ITEM 1C. | CYBERSECURITY |
| ITEM 2. | PROPERTIES |
| ITEM 3. | LEGAL PROCEEDINGS |
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
| | | | | |
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
| ITEM 6. | [RESERVED] |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
| ITEM 9A. | CONTROLS AND PROCEDURES |
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
| | | | | |
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
| ITEM 11. | EXECUTIVE COMPENSATION |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
| | | | | | | | |
(a) | (1) | Not applicable |
| (2) | Not applicable |
| (3) | As reported under clause (b) |
(b)
| | | | | | | | |
| Exhibit Number | | Description |
| | |
| | Amended and Restated Limited Liability Company Agreement, dated March 1, 2023, among GMF Leasing LLC and AmeriCredit Financial Services, Inc., as Member. |
| | Indenture, dated as of January 2, 2023, among GM Financial Automobile Leasing Trust 2023-1, AmeriCredit Financial Services, Inc., d/b/a GM Financial, as Servicer, and Computershare Trust Company, N.A., as Indenture Trustee (incorporated by reference from Exhibit 4.1 of the Current Report on Form 8-K filed by GM Financial Automobile Leasing Trust 2023-1 with the SEC on February 17, 2023). |
| | |
| | Amended and Restated Trust Agreement, dated as of January 2, 2023, between GMF Leasing LLC, as Depositor, and Wilmington Trust Company, as Owner Trustee (incorporated by reference from Exhibit 4.3 of the Current Report on Form 8-K filed by GM Financial Automobile Leasing Trust 2023-1 with the SEC on February 17, 2023). |
| | |
| | 2023-1 Exchange Note Supplement, dated as of January 2, 2023, among ACAR Leasing Ltd., as Borrower, AmeriCredit Financial Services, Inc., d/b/a GM Financial, as Lender and Servicer, and Computershare Trust Company, N.A., as Administrative Agent and Collateral Agent (incorporated by reference from Exhibit 4.5 of the Current Report on Form 8-K filed by GM Financial Automobile Leasing Trust 2023-1 with the SEC on February 17, 2023). |
| | |
| | Third Amended and Restated Credit and Security Agreement, dated as of October 3, 2022, among ACAR Leasing Ltd., as Borrower, AmeriCredit Financial Services, Inc., d/b/a GM Financial, as Lender and Servicer, and Computershare Trust Company, N.A., as Administrative Agent and Collateral Agent (incorporated by reference from Exhibit 4.5 of the Current Report on Form 8-K filed by ACAR Leasing Ltd. (File No. 333-261801-01) with the SEC on October 4, 2022). |
| | |
| | 2023-1 Exchange Note Sale Agreement, dated as of January 2, 2023, between AmeriCredit Financial Services, Inc., d/b/a GM Financial and GMF Leasing LLC, as Depositor (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K filed by GM Financial Automobile Leasing Trust 2023-1 with the SEC on February 17, 2023). |
| | |
| | 2023-1 Exchange Note Transfer Agreement, dated as of January 2, 2023, between GMF Leasing LLC., as Transferor and GM Financial Automobile Leasing Trust 2023-1, as Transferee (incorporated by reference from Exhibit 10.2 of the Current Report on Form 8-K filed by GM Financial Automobile Leasing Trust 2023-1 with the SEC on February 17, 2023). |
| | |
| | Fourth Amended and Restated Servicing Agreement, dated as of October 3, 2022, among ACAR Leasing Ltd., as Titling Trust, AmeriCredit Financial Services, Inc., d/b/a GM Financial, as Servicer, APGO Trust, as Settlor, and Computershare Trust Company, N.A., as Collateral Agent (incorporated by reference from Exhibit 10.3 of the Current Report on Form 8-K filed by ACAR Leasing Ltd. (File No. 333-261801-01) with the SEC on October 4, 2022). |
| | |
| | | | | | | | |
| | 2023-1 Servicing Supplement, dated as of January 2, 2023, among ACAR Leasing Ltd, as Titling Trust, AmeriCredit Financial Services, Inc., d/b/a GM Financial, as Servicer, and Computershare Trust Company, N.A., as Indenture Trustee and Collateral Agent (incorporated by reference from Exhibit 10.4 of the Current Report on Form 8-K filed by GM Financial Automobile Leasing Trust 2023-1 with the SEC on February 17, 2023). |
| | |
| | Asset Representations Review Agreement, dated as of January 2, 2023, among GM Financial Automobile Leasing Trust 2023-1, AmeriCredit Financial Services, Inc., d/b/a GM Financial and Clayton Fixed Income Services LLC, as Asset Representation Reviewer (incorporated by reference from Exhibit 10.5 of the Current Report on Form 8-K filed by GM Financial Automobile Leasing Trust 2023-1 with the SEC on February 17, 2023). |
| | |
| | Rule 13a-14(a)/15d-14(a) Certification (Section 302 Certification). |
| | |
| | Management’s Assertion Regarding Compliance with Applicable Servicing Criteria concerning servicing activities of AmeriCredit Financial Services, Inc. and its subsidiaries for the year ended December 31, 2024. |
| | |
| | Assessment of Compliance with Applicable Servicing Criteria (Computershare Trust Company, N.A.) |
| | |
| | Report of Independent Registered Public Accounting Firm (Ernst & Young LLP). |
| | Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP) |
| | |
| | Servicer Compliance Statement of AmeriCredit Financial Services, Inc. |
| | |
| | Administration Agreement, dated as of January 2, 2023, among GMF Leasing LLC, as Depositor, AmeriCredit Financial Services, Inc., d/b/a GM Financial, as Administrator, Computershare Trust Company, N.A., as Indenture Trustee (incorporated by reference from Exhibit 99.1 of the Current Report on Form 8-K filed by GM Financial Automobile Leasing Trust 2023-1 with the SEC on February 17, 2023). |
(c) Not applicable.
ITEM 16. FORM 10-K SUMMARY
None.
SUBSTITUTE INFORMATION INCLUDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:
ITEM 1112(b) OF REGULATION AB. SIGNIFICANT OBLIGORS OF POOL ASSETS (FINANCIAL INFORMATION)
There is no single obligor that represents more than 10% of the pool assets.
ITEM 1114(b)(2) OF REGULATION AB. CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT FOR CERTAIN DERIVATIVE INSTRUMENTS (FINANCIAL INFORMATION)
There is no external credit enhancement or other support provider that is liable to provide payments supporting any notes or certificates issued by the Issuing Entity.
ITEM 1115(b) OF REGULATION AB. CERTAIN DERIVATIVE INSTRUMENTS (FINANCIAL INFORMATION)
No entity provides any derivative instruments that are used to alter the payment characteristics of the cash flows from the Issuing Entity.
ITEM 1117 OF REGULATION AB. LEGAL PROCEEDINGS
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.
ITEM 1119 OF REGULATION AB. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
ITEM 1122 OF REGULATION AB. COMPLIANCE WITH APPLICABLE SERVICING CRITERIA.
The following documents are filed as part of this report.
| | | | | | | | |
| Exhibit Number | | Description |
| | Management’s Assertion Regarding Compliance with Applicable Servicing Criteria concerning servicing activities of AmeriCredit Financial Services, Inc. and its subsidiaries for the year ended December 31, 2024. |
| | |
| | Assessment of Compliance with Applicable Servicing Criteria (Computershare Trust Company, N.A.) |
| | |
| | Report of Independent Registered Public Accounting Firm (Ernst & Young LLP). |
| | |
| | Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP) |
| | |
The Servicer has complied, in all material respects, with the Applicable Servicing Criteria.
ITEM 1123 OF REGULATION AB. SERVICER COMPLIANCE STATEMENT
The following documents are filed as part of this report.
| | | | | | | | |
| Exhibit Number | | Description |
| | Servicer Compliance Statement of AmeriCredit Financial Services, Inc. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, GMF Leasing LLC has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | | | | | | | |
| By: | | GMF LEASING LLC, | |
| | | as Depositor | |
| | | | | |
| By: | | /s/ Susan B. Sheffield | |
| | | Name: | Susan B. Sheffield |
| | | Title: | Executive Vice President and Chief Financial Officer |
| | | Date: | March 4, 2025 | |
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.
No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to certificateholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this report.
I, Susan B. Sheffield, certify that:
1.I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of GM Financial Automobile Leasing Trust 2023-1 (the “Exchange Act periodic reports”);
2.Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do 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 with respect to the period covered by this report;
3.Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
4.Based on my knowledge and the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreements in all material respects; and
5.All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Computershare Trust Company, N.A.
| | | | | | | | | | | |
| By: | | /s/ Susan B. Sheffield |
| | Name: | Susan B. Sheffield |
| | Title: | Executive Vice President and Chief Financial Officer |
| | Date: | March 4, 2025 |
Management's Assertion Regarding Compliance with Applicable Servicing Criteria
1.AmeriCredit Financial Services, Inc. (“AFSI”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the year ended December 31, 2024 (the “Reporting Period”), as set forth in Appendix A hereto. The transactions covered by this report include publicly issued auto loan and auto lease asset-backed securities transactions for which we acted as servicer involving auto loans and auto leases (the “Platform”). The individual asset-backed transactions that we have defined as constituting the Platform are included in Appendix B.
2.AFSI has engaged vendors, which are not servicers as defined in Item 1101(j) of Regulation AB, to perform specific, limited or scripted activities (the “Vendors”), and AFSI elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to each such Vendor’s activities as set forth in Appendix A hereto. AFSI has policies and procedures in place to provide reasonable assurance that each such Vendor’s activities comply in all material respects with the servicing criteria or portion of the servicing criteria applicable to each such Vendor.
3.Except as set forth in paragraph 4 below, AFSI used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to access compliance with the applicable servicing criteria.
4.The criteria listed in the column titled “Inapplicable Servicing Criteria” in Appendix A hereto are inapplicable to AFSI based on the activities it performs, directly or through its Vendors, with respect to the Platform.
5.AFSI has complied, in all material respects, with the criteria listed as applicable in the first two columns of Appendix A hereto (the “Applicable Servicing Criteria”) as of December 31, 2024 and for the Reporting Period with respect to the Platform taken as a whole.
6.AFSI has not identified and is not aware of any material instance of noncompliance by the Vendors with regard to the Applicable Servicing Criteria, as of December 31, 2024, and for the Reporting Period with respect to the Platform taken as a whole.
7.AFSI has not identified any material deficiencies in our policies and procedures to monitor the compliance by the Vendors with the Applicable Servicing Criteria, as of December 31, 2024, and for the Reporting Period with respect to the Platform taken as a whole.
8.Ernst & Young LLP, a registered public accounting firm has issued an attestation report with respect to our foregoing assessment of compliance as of and for the Reporting Period.
| | | | | |
| AmeriCredit Financial Services, Inc. |
| By: | /s/ Susan B. Sheffield |
| |
| Name: | Susan B. Sheffield |
| Title: | Executive Vice President and Chief Financial Officer |
| Date: | March 4, 2025 |
| |
| By: | /s/ Connie Coffey |
| |
| Name: | Connie Coffey |
| Title: | Executive Vice President, Corporate
Controller and Chief Accounting Officer |
| Date: | March 4, 2025 |
| |
| By: | /s/ Ellen Billings |
| |
| Name: | Ellen Billings |
| Title: | Senior Vice President and
North America Controller |
| Date: | March 4, 2025 |
| |
| By: | /s/ Randal L. Willis |
| |
| Name: | Randal L. Willis |
| Title: | Senior Vice President, Securitization
and Conduit Reporting |
| Date: | March 4, 2025 |
| | | | | | | | | | | | | | |
| APPENDIX A | Applicable Servicing Criteria | |
Reference | Servicing Criteria | Performed Directly by AFSI | Performed by Vendors for which AFSI is the Responsible Party | Inapplicable Servicing Criteria |
| | | | |
| General Servicing Considerations | | | |
1122(d)(1)(i) | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | XX | | |
| | | | |
1122(d)(1)(ii) | If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. | XX | | |
| | | | |
1122(d)(1)(iii) | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | | | XX |
| | | | |
1122(d)(1)(iv) | A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. | | | XX |
| | | | |
1122(d)(1)(v) | Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. | XX | | |
| | | | |
| Cash Collection and Administration | | | |
| | | | |
1122(d)(2)(i) | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements. | XX | XX | |
| | | | |
1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | XX | | |
| | | | |
1122(d)(2)(iii) | Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. | | | XX |
| | | | |
1122(d)(2)(iv) | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. | XX | | |
| | | | |
1122(d)(2)(v) | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of §240.13k-1(b)(1) of this chapter. | XX | | |
| | | | |
1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | | | XX |
| | | | |
1122(d)(2)(vii) | Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | XX | | |
| | | | |
| | | | | | | | | | | | | | |
| APPENDIX A | Applicable Servicing Criteria | |
Reference | Servicing Criteria | Performed Directly by AFSI | Performed by Vendors for which AFSI is the Responsible Party | Inapplicable Servicing Criteria |
| Investor Remittances and Reporting | | | |
| | | | |
1122(d)(3)(i) | Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with the timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with the investors' or trustee's records as to the total unpaid principal balance and number of pool assets serviced by the servicer. | XX | | |
| | | | |
1122(d)(3)(ii) | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | XX | | |
| | | | |
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the servicer's investor records, or such other number of days specified in the transaction agreements. | XX | | |
| | | | |
1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. | XX | | |
| | | | |
| Pool Asset Administration | | | |
| | | | |
1122(d)(4)(i) | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. | XX | XX | |
| | | | |
1122(d)(4)(ii) | Pool assets and related documents are safeguarded as required by the transaction agreements. | XX | XX | |
| | | | |
1122(d)(4)(iii) | Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. | XX | | |
| | | | |
1122(d)(4)(iv) | Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. | XX | XX | |
| | | | |
1122(d)(4)(v) | The servicer's records regarding the pool assets agree with the servicer's records with respect to an obligor's unpaid principal balance. | XX | | |
| | | | |
1122(d)(4)(vi) | Changes with respect to the terms or status of an obligor's pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. | XX | | |
| | | | |
1122(d)(4)(vii) | Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | XX | | |
| | | | | | | | | | | | | | |
| APPENDIX A | Applicable Servicing Criteria | |
Reference | Servicing Criteria | Performed Directly by AFSI | Performed by Vendors for which AFSI is the Responsible Party | Inapplicable Servicing Criteria |
| | | | |
1122(d)(4)(viii) | Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). | XX | | |
| | | | |
1122(d)(4)(ix) | Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | | | XX |
| | | | |
1122(d)(4)(x) | Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with the applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements. | | | XX |
| | | | |
1122(d)(4)(xi) | Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | | | XX |
| | | | |
1122(d)(4)(xii) | Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission. | | | XX |
| | | | |
1122(d)(4)(xiii) | Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements. | | | XX |
| | | | |
1122(d)(4)(xiv) | Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | XX | | |
| | | | |
1122(d)(4)(xv) | Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements. | | | XX |
Appendix B: Asset Backed Transactions constituting the Platform
| | | | | | | | |
| Trustee | Securitization |
| 1. | Bank of New York Mellon | AmeriCredit Automobile Receivables Trust 2019-2 |
| 2. | Citibank | AmeriCredit Automobile Receivables Trust 2019-3 |
| 3. | Citibank | AmeriCredit Automobile Receivables Trust 2020-1 |
| 4. | Bank of New York Mellon | AmeriCredit Automobile Receivables Trust 2020-2 |
| 5. | Bank of New York Mellon | AmeriCredit Automobile Receivables Trust 2020-3 |
| 6. | Citibank | AmeriCredit Automobile Receivables Trust 2021-1 |
| 7. | Citibank | AmeriCredit Automobile Receivables Trust 2021-2 |
| 8. | Bank of New York Mellon | AmeriCredit Automobile Receivables Trust 2021-3 |
| 9. | Bank of New York Mellon | AmeriCredit Automobile Receivables Trust 2022-1 |
| 10. | Citibank | AmeriCredit Automobile Receivables Trust 2022-2 |
| 11. | Citibank | AmeriCredit Automobile Receivables Trust 2023-1 |
| 12. | Bank of New York Mellon | AmeriCredit Automobile Receivables Trust 2023-2 |
| 13. | Computershare | AmeriCredit Automobile Receivables Trust 2024-1 |
| 14. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2020-2 |
| 15. | Wells Fargo Bank | GM Financial Consumer Automobile Receivables Trust 2020-3 |
| 16. | Wells Fargo Bank | GM Financial Consumer Automobile Receivables Trust 2020-4 |
| 17. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2021-1 |
| 18. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2021-2 |
| 19. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2021-3 |
| 20. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2021-4 |
| 21. | Citibank | GM Financial Consumer Automobile Receivables Trust 2022-1 |
| 22. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2022-2 |
| 23. | Citibank | GM Financial Consumer Automobile Receivables Trust 2022-3 |
| 24. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2022-4 |
| 25. | Citibank | GM Financial Consumer Automobile Receivables Trust 2023-1 |
| 26. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2023-2 |
| 27. | Citibank | GM Financial Consumer Automobile Receivables Trust 2023-3 |
| 28. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2023-4 |
| 29. | Citibank | GM Financial Consumer Automobile Receivables Trust 2024-1 |
| 30. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2024-2 |
| 31. | Citibank | GM Financial Consumer Automobile Receivables Trust 2024-3 |
| 32. | Bank of New York Mellon | GM Financial Consumer Automobile Receivables Trust 2024-4 |
| 33. | Computershare | GM Financial Automobile Leasing Trust 2021-3 |
| 34. | Computershare | GM Financial Automobile Leasing Trust 2022-1 |
| 35. | Computershare | GM Financial Automobile Leasing Trust 2022-2 |
| 36. | Computershare | GM Financial Automobile Leasing Trust 2022-3 |
| 37. | Computershare | GM Financial Automobile Leasing Trust 2023-1 |
| 38. | Computershare | GM Financial Automobile Leasing Trust 2023-2 |
| 39. | Computershare | GM Financial Automobile Leasing Trust 2023-3 |
| 40. | Computershare | GM Financial Automobile Leasing Trust 2024-1 |
| 41. | Computershare | GM Financial Automobile Leasing Trust 2024-2 |
| 42. | Computershare | GM Financial Automobile Leasing Trust 2024-3 |
Exhibit 33.2
Computershare
9062 Old Annapolis Road
Columbia, Maryland 21045
www.computershare.com
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Computershare Corporate Trust- ABS Platform
The management (“Management”) of the Computershare Corporate Trust division of Computershare Trust Company, National Association (the “Company”) is responsible for assessing the Company’s compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable to the servicing platform for the period as follows:
Purchase of corporate trust business. On November 1, 2021, Wells Fargo Bank, N.A. (“Wells Fargo”) and certain of its affiliates sold substantially all of its Corporate Trust Services (“CTS”) division to the Company, Computershare Delaware Trust Company (“CDTC”), and Computershare Limited (“Computershare Limited,” and collectively with the Company and CDTC, “Computershare”). Virtually all CTS employees of Wells Fargo, along with most existing CTS systems, technology, and offices transferred to Computershare as part of the sale.
For the ABS Platform (defined below) transactions and during the Period (defined below), the Company either (i) served directly in the related trustee (except Delaware trustee or owner trustee), paying agent services, and/or related services, (collectively, the “ABS Platform Roles”), or (ii) served as agent for Wells Fargo who remained in the related ABS Platform Roles. More specifically, since its acquisition of the Wells Fargo CTS business on November 1, 2021, including during the Period, the Company has (i) closed new ABS transactions and (ii) completed the transfer of certain ABS transaction roles from Wells Fargo CTS to Computershare, for which, in each case, during all or a portion of the Period, the Company performed the related ABS Platform Roles directly (the “Company’s Direct Role Transactions”). As of the end of the Period, the Company’s Direct Role Transactions comprise a majority of the overall ABS Platform transactions. For a minority of ABS Platform transactions, the Company served, during all or a portion of the Period, as agent for Wells Fargo who remained in the related ABS Platform Roles (the “Company’s Agent Role Transactions”). For the Company’s Agent Role Transactions, Wells Fargo had not, as of the beginning of the Period, transferred to Computershare the ABS Platform Roles for the Company’s Agent Role Transactions, and therefore the Company performed, during all or a portion of the Period, virtually all of Wells Fargo’s contractual duties for such transactions as its agent. As a result, for the Company’s Agent Role Transactions, the Company and Wells Fargo have determined that the Company is a party participating in the servicing function with respect to the ABS Platform, and accordingly, the Company is taking responsibility for assessing its compliance with the Applicable Servicing Criteria (defined below) relevant to the servicing activities performed by the Company for the ABS Platform, as of and for the twelve months ended December 31, 2024.
Period: As of January 1, 2024 through and including December 31, 2024 (the “Period”).
Platform: The platform consists of asset-backed securities (“ABS”) transactions for which the Company provides
trustee (except Delaware trustee or owner trustee), paying agent services, and/or related services, either directly in the related role for such services or as the agent of the party performing such services, and for which either (i) some or all of the issued securities for such ABS transactions were publicly offered pursuant to a registration statement delivered under the Securities Act of 1933, as amended, or (ii) the issued securities for such ABS transactions were privately offered pursuant to an exemption from registration and the Company (and/or the party for whom it acts as agent) has an obligation under the transaction agreements to deliver an assessment of compliance with the applicable servicing criteria under Item 1122(d) of Regulation AB; provided however that, the platform excludes (a) any transactions for which the securities issued are mortgage-backed securities or mortgage-related asset-backed securities and (b) any ABS transactions for which the issuing entity has a fiscal year that ends on a date other than the end of the calendar year (the “ABS Platform”). Appendix A identifies the individual transactions defined by Management as constituting the ABS Platform for the Period.
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d) are applicable to either the Company’s obligations, or the obligations of the party for whom the Company ultimately acts as agent, in either case under the related transaction agreements with respect to the ABS Platform for the Period (as applicable, the “Company’s Obligations”), except for the following servicing criteria: 1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), and 1122(d)(4)(xiv), which Management has determined are not applicable to the Company’s Obligations in the related transaction agreements with respect to the ABS Platform for the Period; provided however that, with respect to the ABS Platform (a) servicing criterion 1122(d)(3)(i)(A) is applicable only as it relates to the Company’s Obligation to distribute or make available to investors, in accordance with the timeframes set forth in the transaction agreements, the relevant investor reports received by the Company from the entity preparing such reports; (b) servicing criterion 1122(d)(3)(ii) is applicable only as it relates to the Company’s Obligation to make remittances to investors in accordance with the transaction agreements; and (c) servicing criterion 1122(d)(4)(iii) is applicable only as it relates to the Company’s Obligation to obtain an Officer’s Certificate from the servicer and report any additions, removals and substitutions to investors on the relevant investor report, in each case, in accordance with the transaction agreements (the “Applicable Servicing Criteria”).
Third parties classified as vendors: With respect to servicing criterion 1122(d)(2)(vi) for certain transactions in the ABS Platform, the Company engaged a vendor to make certain payments by check to investors and/or third parties, and such vendor also safeguards certain unissued checks. Management has determined that the vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and Management elects to take responsibility for assessing compliance with the portion of the servicing criterion applicable to the vendor as permitted by the SEC’s Compliance and Disclosure Interpretation (“C&DI”) 200.06, Vendors Engaged by Servicers (“C&DI 200.06”). The Company has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. Management is solely responsible for determining that the Company meets the SEC requirements to apply C&DI 200.06 for the vendor and the related servicing criterion.
With respect to the ABS Platform and the Period, Management provides the following assessment of the Company’s compliance with respect to the Applicable Servicing Criteria:
1. Management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.
2. Management has assessed the Company’s compliance with the Applicable Servicing Criteria including the servicing criterion for which compliance is determined based on C&DI 200.06 as described above. In performing this assessment, Management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
3. With respect to Applicable Servicing Criteria 1122(d)(4)(i) and 1122(d)(4)(xv), Management has determined that there were no activities performed during the Period with respect to the ABS Platform, because there were no occurrences of events that would require the Company to perform such activities.
4. Based on such assessment for the Period, the Company has complied in all material respects with the Applicable Servicing Criteria for the Period.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report with respect to Management’s assessment of the Company’s compliance with the Applicable Servicing Criteria for the Period.
| | | | | | | | | | | | | | |
| | Computershare Trust Company, National Association |
| | By: | /s/ Eileen O’Connor |
| | | Eileen R. O’Connor | |
| | Title: | Senior Vice President | |
| | Dated: | February 18, 2025 | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Appendix A to the Company’s Assessment of Compliance with the Applicable Servicing Criteria
| | | | | |
| ABS Platform Transactions |
| CTCNA Deal Identifier | Long Name |
| BANKONESER1 | Chase Issuance Trust |
| CARVANA2020P1 | Carvana Auto Receivables Trust 2020-P1 |
| CARVANA2021N1 | Carvana Auto Receivables Trust 2021-N1 |
| CARVANA2021N2 | Carvana Auto Receivables Trust 2021-N2 |
| CARVANA2021N3 | Carvana Auto Receivables Trust 2021-N3 |
| CARVANA2021N4 | Carvana Auto Receivables Trust 2021-N4 |
| CARVANA2021P1 | Carvana Auto Receivables Trust 2021-P1 |
| CARVANA2021P2 | Carvana Auto Receivables Trust 2021-P2 |
| CARVANA2021P3 | Carvana Auto Receivables Trust 2021-P3 |
| CARVANA2021P4 | Carvana Auto Receivables Trust 2021-P4 |
| CARVANA2022N1 | Carvana Auto Receivables Trust 2022-N1 |
| CARVANA2022P1 | Carvana Auto Receivables Trust 2022-P1 |
| CARVANA2022P2 | Carvana Auto Receivables Trust 2022-P2 |
| CARVANA2022P3 | Carvana Auto Receivables Trust 2022-P3 |
| CARVANA2023N1 | Carvana Auto Receivables Trust 2023-N1 |
| CARVANA2023N2 | Carvana Auto Receivables Trust 2023-N2 |
| CARVANA2023N3 | Carvana Auto Receivables Trust 2023-N3 |
| CARVANA2023N4 | Carvana Auto Receivables Trust 2023-N4 |
| CARVANA2023P1 | Carvana Auto Receivables Trust 2023-P1 |
| CARVANA2023P2 | Carvana Auto Receivables Trust 2023-P2 |
| CARVANA2023P3 | Carvana Auto Receivables Trust 2023-P3 |
| CARVANA2023P4 | Carvana Auto Receivables Trust 2023-P4 |
| CARVANA2023P5 | Carvana Auto Receivables Trust 2023-P5 |
| CARVANA2024N1 | Carvana Auto Receivables Trust 2024-N1 |
| CARVANA2024N2 | Carvana Auto Receivables Trust 2024-N2 |
| CARVANA2024N3 | Carvana Auto Receivables Trust 2024-N3 |
| CARVANA2024P1 | Carvana Auto Receivables Trust 2024-P1 |
| CARVANA2024P2 | Carvana Auto Receivables Trust 2024-P2 |
| CARVANA2024P3 | Carvana Auto Receivables Trust 2024-P3 |
| CARVANA2024P4 | Carvana Auto Receivables Trust 2024-P4 |
| CITEL051 | CIT Education Loan Trust 2005-1 |
| DTBLAST231 | Bridgecrest Lending Auto Securitization Trust 2023-1 |
| DTBLAST241 | Bridgecrest Lending Auto Securitization Trust 2024-1 |
| DTBLAST242 | Bridgecrest Lending Auto Securitization Trust 2024-2 |
| DTBLAST243 | Bridgecrest Lending Auto Securitization Trust 2024-3 |
| DTBLAST244 | Bridgecrest Lending Auto Securitization Trust 2024-4 |
| EART203 | Exeter Automobile Receivables Trust 2020-3 |
| EART212 | Exeter Automobile Receivables Trust 2021-2 |
| GMALT213 | GM Financial Automobile Leasing Trust 2021-3 |
| GMALT221 | GM Financial Automobile Leasing Trust 2022-1 |
| GMALT222 | GM Financial Automobile Leasing Trust 2022-2 |
| GMALT223 | GM Financial Automobile Leasing Trust 2022-3 |
| GMALT231 | GM Financial Automobile Leasing Trust 2023-1 |
| GMALT232 | GM Financial Automobile Leasing Trust 2023-2 |
| GMALT233 | GM Financial Automobile Leasing Trust 2023-3 |
| GMALT241 | GM Financial Automobile Leasing Trust 2024-1 |
| GMALT242 | GM Financial Automobile Leasing Trust 2024-2 |
| GMALT243 | GM Financial Automobile Leasing Trust 2024-3 |
| GMAMCAR241 | AmeriCredit Automobile Receivables Trust 2024-1 |
| GMCAR203 | GM Financial Consumer Automobile Receivables Trust 2020-3 |
| GMCAR204 | GM Financial Consumer Automobile Receivables Trust 2020-4 |
| GREENTREE961 | Green Tree Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates, Series 1996-1 |
| | | | | |
| ABS Platform Transactions |
| CTCNA Deal Identifier | Long Name |
| GREENTREE962 | Green Tree Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates, Series 1996-2 |
| NAVIENT151 | Navient Student Loan Trust 2015-1 |
| NAVIENT152 | Navient Student Loan Trust 2015-2 |
| NAVIENT153 | Navient Student Loan Trust 2015-3 |
| NSLT043 | Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2004-3 |
| NSLT044 | Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2004-4 |
| NSLT051 | Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2005-1 |
| NSLT052 | Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2005-2 |
| NSLT053 | Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2005-3 |
| NSLT054 | Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2005-4 |
| NSLT061 | Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2006-1 |
| NSLT062 | Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2006-2 |
| NSLT063 | Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2006-3 |
| NSLT071 | Nelnet Student Loan Trust Student Loan Asset Backed Notes Series 2007-1 |
| OAKWOOD2000C | Oakwood Mortgage Investors 2000-C Senior/Subordinate Pass-Through Certificates |
| OAKWOOD2000D | Oakwood Mortgage Investors Series 2000-D Senior/Subordinate Pass-Through Certificates |
| SDART201 | Santander Drive Auto Receivables Trust 2020-1 |
| SDART202 | Santander Drive Auto Receivables Trust 2020-2 |
| SDART203 | Santander Drive Auto Receivables Trust 2020-3 |
| SDART204 | Santander Drive Auto Receivables Trust 2020-4 |
| SDART211 | Santander Drive Auto Receivables Trust 2021-1 |
Report of Independent Registered Public Accounting Firm
Board of Directors of AmeriCredit Financial Services, Inc.
AmeriCredit Financial Services, Inc.
We have examined management’s assertion, included in the accompanying Management’s Assertion Regarding Compliance with SEC Regulation AB Servicing Criteria, that AmeriCredit Financial Services, Inc. (the Company) complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB for the publicly issued consumer auto loan and lease asset-backed securities transactions for which the Company acted as servicer involving consumer auto loans and leases (the “Platform”) as of and for the year ended December 31, 2024 except for 1122 (d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), and 1122(d)(4)(xv) which the Company has determined are not applicable to the activities performed by them with respect to the servicing platform covered by this report. See Appendix B of management’s assertion for the asset backed transactions covered by this platform. Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset backed transactions and securities that comprise the platform, testing of less than all of the servicing activities related to the Platform and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria and as permitted by Regulation AB Compliance and Disclosure Interpretations of the Division of Corporation Finance, Section 200.06, “Vendors Engaged by Servicers” (C&DI 200.06). Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.
We are required to be independent of AmeriCredit Financial Services, Inc. and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our examination engagement.
Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.
As described in management’s assertion, for servicing criteria 1122 (d)(2)(i), 1122(d)(4)(i), 1122(d)(4)(ii) and 1122 (d)(4)(iv), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors are not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the applicable servicing criteria applicable to each vendor as permitted by C&DI 200.06. As permitted by C&DI 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors’ activities comply in all material respects with servicing criteria applicable to each vendor.
The Company is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06.
In our opinion, management’s assertion that the Company complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB, including servicing criteria 1122 (d)(2)(i), 1122(d)(4)(i), 1122(d)(4)(ii) and 1122 (d)(4)(iv) for which compliance is determined based on C&DI 200.06 as described above, as of and for the year ended December 31, 2024 for the Platform, is fairly stated, in all material respects.
/s/ Ernst & Young LLP
Fort Worth, TX
March 4, 2025
Report of Independent Registered Public Accounting Firm
To the Audit Committee of Computershare Trust Company, National Association
We have examined management’s assertion, included in the accompanying Assessment of Compliance with the Applicable Servicing Criteria: Computershare Corporate Trust - ABS Platform that Computershare Trust Company, National Association (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the asset-backed securities (“ABS”) transactions for which the Company provides trustee (except Delaware trustee or owner trustee), paying agent services, and/or related services, either directly in the related role for such services or as the agent of the party performing such services, and for which either (i) some or all of the issued securities for such ABS transactions were publicly offered pursuant to a registration statement delivered under the Securities Act of 1933, as amended, or (ii) the issued securities for such ABS transactions were privately offered pursuant to an exemption from registration and the Company (and/or the party for whom it acts as agent) has an obligation under the transaction agreements to deliver an assessment of compliance with the applicable servicing criteria under Item 1122(d) of Regulation AB; provided however that, the platform excludes (a) any transactions for which the securities issued are mortgage-backed securities or mortgage-related asset-backed securities and (b) any ABS transactions for which the issuing entity has a fiscal year that ends on a date other than the end of the calendar year (the “ABS Platform”), as of December 31, 2024 and for the year then ended (“Period”), excluding criteria 1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which Management has determined are not applicable to either the Company’s obligations, or the obligations of the party for whom the Company ultimately acts as agent, in either case under the related transaction agreements with respect to the ABS Platform for the Period (as applicable, the “Company’s Obligations”); provided however that, with respect to the ABS Platform (a) servicing criterion 1122(d)(3)(i)(A) is applicable only as it relates to the Company’s Obligation to distribute or make available to investors, in accordance with the timeframes set forth in the transaction agreements, the relevant investor reports received by the Company from the entity preparing such reports; (b) servicing criterion 1122(d)(3)(ii) is applicable only as it relates to the Company’s Obligation to make remittances to investors in accordance with the transaction agreements; and (c) servicing criterion 1122(d)(4)(iii) is applicable only as it relates to the Company’s Obligation to obtain an Officer’s Certificate from the servicer and report any additions, removals and substitutions to investors on the relevant investor report, in each case, in accordance with the transaction agreements.
As described in management's assertion, for servicing criterion 1122(d)(2)(vi), the Company has engaged a vendor to perform the activities required by this servicing criterion. The Company has determined that this vendor is not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criterion applicable to the vendor as permitted by Compliance and Disclosure Interpretation 200.06 of the SEC Division of Corporation Finance’s interpretations of the rules adopted under Regulation AB and the Securities Act and the Exchange Act ("Interpretation 200.06"). As permitted by Interpretation 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor's activities comply in all material respects with the servicing criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 200.06 for the vendor and related criterion as described in its assertion, and we performed no procedures with respect to the Company's determination of its eligibility to use Interpretation 200.06.
PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Boston, MA 02210
T: (617) 530 5000, www.pwc.com/us
Appendix A to management's assertion identifies the individual asset-backed transactions and securities defined by management as constituting the ABS Platform.
The Company’s management is responsible for its assertion and for the Company's compliance with the applicable servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company’s compliance with the applicable servicing criteria based on our examination.
Our examination was conducted in accordance with the attestation standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion about compliance with the applicable servicing criteria is fairly stated, in all material respects, and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the ABS Platform, testing of selected servicing activities related to the ABS Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides, and that the evidence we obtained is sufficient and appropriate to provide, a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.
We are required to be independent and to meet our other ethical responsibilities in accordance with relevant ethical requirements related to the engagement.
In our opinion, management’s assertion that Computershare Trust Company, National Association complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2024 for the ABS Platform is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 18, 2025
Servicer Compliance Statement of AmeriCredit Financial Services, Inc.
This Annual Statement as to Compliance is delivered to you pursuant to Section 2.9 (b) of the 2023-1 Servicing Supplement dated as of January 2, 2023 (the “Agreement”) and Item 1123 of Regulation AB, executed in connection with the formation of GM Financial Automobile Leasing Trust 2023-1 (the “Trust”), the issuance of the Notes by the Trust and the closing of the transactions and the execution and delivery of the various documents by AmeriCredit Financial Services, Inc. (the “Servicer”) and GMF Leasing LLC in connection therewith. The capitalized terms used herein shall have the same meanings as in the Agreement.
The undersigned certifies that I am the Executive Vice President, Corporate Controller and Chief Accounting Officer of the Servicer. I further certify as follows:
1.I have conducted, or caused to be conducted under my supervision, a review of the Servicer during the preceding period from January 1, 2024 through December 31, 2024, and its performance under the Agreement.
2.To the best of my knowledge, following such review, the Servicer has fulfilled all its obligations under the Agreement throughout such period, and, to the best of my knowledge, there has been no default in the fulfillment of any such obligation.
AmeriCredit Financial Services, Inc.
| | | | | | | | | | | | | | |
| By: | /s/ Connie Coffey | | Dated: | March 4, 2025 |
| Connie Coffey | | | |
| Executive Vice President, Corporate
Controller and Chief Accounting Officer | | | |
