| Item 1.01 | Entry into a Material Definitive Agreement. |
Background
On March 23, 2021, Wells Fargo Bank, N.A. (“Wells Fargo Bank”) and Wells Fargo Delaware Trust Company, N.A. (“WFDTC”, and collectively with Wells Fargo Bank, “Wells Fargo”) entered into a definitive agreement with Computershare Trust Company, National Association (“CTCNA”), Computershare Delaware Trust Company (“CDTC”, and collectively with CTCNA, “Computershare”) and Computershare Limited (“CPU Ltd”) to sell substantially all of their Corporate Trust Services (“CTS”) business. Effective as of November 1, 2021 (the “Closing Date”), the sale closed, and virtually all CTS employees of Wells Fargo, along with most existing CTS systems, technology, and offices, transferred to Computershare. On the Closing Date, for some of the transactions in Wells Fargo’s CTS business, Wells Fargo transferred its roles and the duties, rights, and liabilities with such roles under the relevant transaction agreements to CTCNA or CDTC.
On March 23, 2021, Wells Fargo Bank, WFDTC, CTCNA, CDTC, and CPU Ltd entered into a Servicing Agreement, which was amended and restated as of October 31, 2021 (as amended, the “Servicing Agreement”). For those transactions in Wells Fargo’s CTS business where one or more of its roles did not transfer to CTCNA or CDTC on the Closing Date (the “Non-Transferred Role(s) Transactions”), CTCNA or CDTC is performing such roles and duties as set forth in the relevant transaction agreement on behalf of Wells Fargo as its agent pursuant to the Servicing Agreement.
As of the Closing Date, GM Financial Automobile Leasing Trust 2020-2 (the “Issuer”) was a Non-Transferred Role(s) Transaction, and CTCNA performed all or virtually all of Wells Fargo Bank’s roles pursuant to (i) the 2020-2 Exchange Note Supplement, dated as of May 14, 2020 (as amended to date, the “Exchange Note Supplement”), among ACAR Leasing Ltd. (the “Titling Trust”), 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”), as servicer, (in such capacity, the “Servicer”), CTCNA, as Administrative Agent (in such capacity, the “Administrative Agent”) and Wells Fargo Bank, as collateral agent (in such capacity, the “Collateral Agent”) to the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (the “Credit and Security Agreement”), among the Borrower, the Lender, the Servicer, the Administrative Agent and the Collateral Agent, (ii) the Indenture, dated as of May 14, 2020 (as amended to date, the “Indenture”), among the Issuer, the Servicer and Wells Fargo, as Indenture Trustee (in such capacity, the “Indenture Trustee”), (iii) the Amended and Restated Trust Agreement, dated as of May 14, 2020 (as amended to date, the “Trust Agreement”), among GMF Leasing LLC (the “Depositor”) and Wilmington Trust Company, as owner trustee and (iv) the Administration Agreement, dated as of May 14, 2020 (as amended to date, the “Administration Agreement” and collectively with the Exchange Note Supplement, the Indenture and the Trust Agreement, the “Transaction Documents,” and each, individually, a “Transaction Document”), among the Issuer, the Depositor, the Administrator, and the Indenture Trustee provided that pursuant to the Transaction Documents, the appointment of CTCNA as agent to Wells Fargo Bank did not relieve Wells Fargo Bank of responsibility for its duties and obligations under the Transaction Documents.
Transfer of Roles for the Issuer
This Current Report on Form 8-K is being filed to disclose the amendment of certain definitive agreements of the Issuer.
On October 3, 2022, each of the Transaction Documents were amended by the amendment listed in Item 9.01(d) below by each of the parties to the Transaction Documents listed in Item 1.01 above. The amendments were completed in connection with the transfer of Roles from Wells Fargo Bank to CTCNA and in accordance with the amendment provisions of each applicable Transaction Document.
| Item 1.02 | Termination of a Material Definitive Agreement. |
Transfer of Roles for the Issuer
On or prior to October 3, 2022, (a) Wells Fargo Bank fully transferred, and CTCNA assumed, the duties, rights, and liabilities of the Collateral Agent and Indenture Trustee (collectively, the “Roles”) under the Transaction Documents, and (b) CTCNA is therefore no longer performing the Roles as agent for Wells Fargo Bank pursuant to the Servicing Agreement. As of October 3, 2022, Wells Fargo Bank is no longer responsible for the duties, rights, and liabilities of the Roles under the Transaction Documents.
