305B2 1 305b2.htm


UNITED STATES
securities and exchange commission
Washington, D.C. 20549
__________________________

FORM T-1

Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2) ☒
_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota
 
55402
(Address of principal executive offices)
(Zip Code)

Jose A. Galarza
U.S. Bank National Association
190 South LaSalle Street, 7th Floor
Chicago, IL 60603
(312) 332-7453
(Name, address and telephone number of agent for service)

BMW AUTO LEASING LLC
(Depositor of each issuing entity that issues notes under the registration statement)
(Exact name of obligor as specified in its charter)
 
Delaware
22-2013053
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   

300 Chestnut Ridge Road
Woodcliff Lake, NJ
07677
(Address of Principal Executive Offices)
(Zip Code)

Asset-Backed Notes
 (Title of the Indenture Securities)




FORM T-1

Item 1. GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.
 
Comptroller of the Currency
Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.
 
Yes

Item 2. AFFILIATIONS WITH THE OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.
 
                None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4.  Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of September 30, 2021 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to 305(b)(2), Registration Number 333-229783 filed on June 21, 2021.
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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois on the 6th of January, 2022.

By:        /s/ Jose A. Galarza                   
              Jose A. Galarza
              Vice President




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Exhibit 2
 
Office of the Comptroller of the Currency

 
Washington, DC 20219
 
 
CERTIFICATE OF CORPORATE EXISTENCE
I, Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

IN TESTIMONY WHEREOF, today, July 23, 2021, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S.
Department of the Treasury, in the City of Washington, District of Columbia.
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Exhibit 3
 
Office of the Comptroller of the Currency

 
Washington, DC 20219
 
 
CERTIFICATION OF FIDUCIARY POWERS
I, Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

IN TESTIMONY WHEREOF, today, July 23, 2021, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
 


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Exhibit 6

CONSENT


In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.


Dated:  January 6, 2022


By:        /s/ Jose A. Galarza                       
              Jose A. Galarza
              Vice President

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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2021
 
($000’s)

 
   
9/30/2021
Assets
    
Cash and Balances Due From
  
$ 63,715,510
Depository Institutions
    
Securities
  
148,000,109
Federal Funds
  
22,403
Loans & Lease Financing Receivables
  
298,005,995
Fixed Assets
  
6,031,305
Intangible Assets
  
13,529,305
Other Assets
  
27,506,020
Total Assets
  
$556,810,647
     
Liabilities
    
Deposits
  
$449,625,649
Fed Funds
  
2,016,875
Treasury Demand Notes
  
0
Trading Liabilities
  
1,136,642
Other Borrowed Money
  
33,001,952
Acceptances
  
0
Subordinated Notes and Debentures
  
3,600,000
Other Liabilities
  
14,733,477
Total Liabilities
  
$504,114,595
     
Equity
    
Common and Preferred Stock
  
18,200
Surplus
  
 14,266,915
Undivided Profits
  
37,606,027
Minority Interest in Subsidiaries
  
804,910
Total Equity Capital
  
$52,696,052
     
Total Liabilities and Equity Capital
  
$556,810,647


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