BMW Auto Leasing LLC
Depositor (CIK Number: 0001126530)
|
BMW Financial Services NA, LLC
Sponsor, Servicer and Administrator (CIK Number: 0001541188)
|
• |
The issuing entity’s main sources for payment of the notes will be lease payments generated by a pool of retail leases and the proceeds from the sale of the BMW passenger cars and BMW light trucks currently leased under those leases.
|
• |
See “Risk Factors” beginning on page 25 of this prospectus for a discussion of risks that you should
consider in connection with an investment in the notes.
|
• |
The notes are asset-backed securities and represent the obligations of the issuing entity only and do not represent the obligations of or an interest in the sponsor, the depositor or any of their affiliates. Neither the notes nor the retail
leases are insured or guaranteed by any government agency.
|
• |
Credit enhancement for the notes consists of overcollateralization, the reserve fund and excess cashflow.
|
Notes
|
Initial Principal
Amount |
Interest Rate
|
Accrual Method
|
Expected Final Payment Date(1)
|
Final Scheduled Payment Date
|
Initial Price
to Public
|
Underwriting
Discount |
Proceeds to Depositor(2)
|
Class A-1
|
$195,000,000
|
5.508%
|
Actual/360
|
August 26, 2024
|
February 25, 2025
|
100.00000%
|
0.035%
|
99.96500%
|
Class A-2a
|
$290,000,000
|
5.10%
|
30/360
|
October 27, 2025
|
July 27, 2026
|
99.99795%
|
0.156%
|
99.84195%
|
Class A-2b
|
$197,500,000
|
Benchmark
+ 0.40%(3)(4) |
Actual/360
|
October 27, 2025
|
July 27, 2026
|
100.00000%
|
0.156%
|
99.84400%
|
Class A-3
|
$487,500,000
|
4.98%
|
30/360
|
July 27, 2026
|
March 25, 2027
|
99.99752%
|
0.210%
|
99.78752%
|
Class A-4
|
$130,000,000
|
5.00%
|
30/360
|
September 25, 2026
|
June 25, 2027
|
99.99108%
|
0.250%
|
99.74108%
|
Total
|
$1,300,000,000
|
$1,299,970,369.00
|
$2,177,500.00
|
$1,297,792,869.00
|
(1) |
Based on the assumptions set forth under the heading “Weighted Average Lives of the Notes.”
|
(2) |
Before deducting expenses expected to be $1,000,000.
|
(3) |
The Class A-2b Notes will accrue interest at a floating rate based on a spread over a benchmark rate, which initially will be the SOFR Rate. However, the benchmark rate may change in certain situations. For more information on how the SOFR
Rate will be determined and the circumstances in which the benchmark rate may change, you should read “Description of the Notes—Interest” in this prospectus.
|
(4) |
If the sum of the Benchmark plus the spread is less than 0.00% for any interest accrual period, then the interest rate for the Class A-2b Notes for such interest accrual period will be deemed to be 0.00%. For a description of how interest
will be calculated on the Class A-2b Notes, see “Description of the Notes—Interest” in this prospectus.
|
Barclays
|
Citigroup
|
Mizuho
|
BNP PARIBAS
|
Credit Agricole Securities
|
Summary of Transaction
|
4
|
Summary of Monthly Deposits to and Withdrawals from Accounts
|
5
|
Summary of Monthly Distributions of Available Amounts
|
6
|
Summary of Terms
|
7
|
Summary of Risk Factors
|
23
|
Risk Factors
|
25
|
Defined Terms
|
42
|
Overview of the Transaction
|
42
|
The Issuing Entity
|
43
|
Formation
|
43
|
Property of the Issuing Entity
|
44
|
Capitalization of the Issuing Entity
|
45
|
The Depositor
|
45
|
The Sponsor, Administrator and Servicer
|
47
|
General
|
47
|
Securitization Experience
|
47
|
Servicing Experience
|
47
|
Credit Risk Retention
|
48
|
Reallocation Requests
|
50
|
Affiliations and Related Transactions
|
51
|
The Owner Trustee and the Indenture Trustee
|
51
|
Asset Representations Reviewer
|
53
|
The Vehicle Trust and the Vehicle Trustee
|
55
|
General
|
55
|
The UTI Beneficiary
|
56
|
The Vehicle Trustee
|
57
|
Lease Origination and the Titling of Leased Vehicles
|
59
|
BMW FS’ Lease Financing Program
|
59
|
General
|
59
|
Underwriting
|
60
|
Servicing
|
61
|
Electronic Contracts and Electronic Contracting
|
62
|
Physical Damage and Liability Insurance; Additional Insurance Provisions
|
62
|
Contingent and Excess Liability Insurance
|
63
|
Leased Vehicle Maintenance
|
63
|
Remarketing
|
64
|
End of Lease Term; Vehicle Disposition
|
64
|
Extensions and Pull-Ahead Program
|
65
|
The 2024-1 SUBI
|
66
|
General
|
66
|
Transfers of the SUBI Certificate
|
66
|
The Specified Leases
|
67
|
General
|
67
|
Representations, Warranties and Covenants
|
68
|
Characteristics
|
70
|
Composition of the Specified Leases as of the Cutoff Date
|
71
|
Determination of Residual Values
|
75
|
Calculation of the Securitization Value of the Specified Leases
|
76
|
Delinquencies, Repossessions and Loss Information
|
77
|
Static Pools
|
81
|
Asset-Level Data for the Specified Leases
|
81
|
Pool Underwriting
|
81
|
Review of Pool Assets
|
81
|
Description of the Notes
|
83
|
General
|
83
|
Interest
|
83
|
Principal
|
88
|
Events of Default
|
90
|
Repurchase and Reallocation Obligations
|
90
|
Asset Representations Review
|
91
|
Dispute Resolution for Reallocation Request
|
94
|
Notices
|
95
|
Governing Law
|
95
|
Definitive Securities
|
95
|
Book-Entry Registration
|
96
|
Payments on the Notes
|
99
|
Determination of Available Funds
|
99
|
Priority of Payments
|
99
|
The Certificates
|
101
|
Credit Enhancement
|
101
|
Overcollateralization
|
101
|
Reserve Fund
|
101
|
Excess Cashflow
|
102
|
Maturity, Prepayment and Yield Considerations
|
102
|
Weighted Average Lives of the Notes
|
103
|
Note Factors
|
109
|
Use of Proceeds
|
109
|
Where You Can Find More Information About Your Notes
|
109
|
Description of the Transaction Documents
|
110
|
Transfer, Assignment and Pledge of the SUBI Certificate
|
110
|
Representations and Warranties
|
110
|
Accounts
|
111
|
Collections
|
113
|
Advances
|
113
|
Servicing Compensation
|
114
|
Net Deposits
|
114
|
Optional Purchase
|
114
|
Termination
|
115
|
Investor Communications
|
115
|
Sales Proceeds and Termination Proceeds
|
116
|
Realization Upon Charged-off Leases
|
117
|
Notification of Liens and Claims
|
117
|
The Indenture
|
117
|
Duties of the Owner Trustee and the Indenture Trustee
|
123
|
Fees and Expenses
|
125
|
Servicing Procedures
|
125
|
Custody of Lease Documents and Certificates of Title
|
126
|
Statements to Trustees and the Issuing Entity
|
126
|
Statements to Noteholders
|
127
|
Evidence as to Compliance
|
128
|
Certain Matters Regarding the Servicer
|
129
|
Servicer Defaults
|
129
|
Rights Upon Servicer Default
|
130
|
Insolvency Event
|
131
|
Administration Agreement
|
131
|
Amendment
|
132
|
Notes Owned by the Issuing Entity, the Depositor, the Servicer and their Affiliates
|
134
|
Certain Legal Aspects of the Vehicle Trust and the 2024-1 SUBI
|
134
|
The Vehicle Trust
|
134
|
The 2024-1 SUBI
|
136
|
Insolvency-Related Matters
|
136
|
Dodd Frank Orderly Liquidation Framework
|
137
|
Certain Legal Aspects of the Specified Leases and the Specified Vehicles
|
140
|
General
|
140
|
Back-up Security Interests
|
140
|
Vicarious Tort Liability
|
141
|
Repossession of Specified Vehicles
|
142
|
Deficiency Judgments
|
143
|
Consumer Protection Laws
|
143
|
Other Limitations
|
144
|
Legal Proceedings
|
144
|
Material U.S. Federal Income Tax Considerations
|
144
|
Tax Characterization of the Issuing Entity
|
146
|
Partnership Audit Rules
|
146
|
Treatment of the Notes as Debt
|
147
|
Tax Considerations for U.S. Note Owners
|
147
|
Possible Alternative Characterization
|
149
|
Tax Status of the Vehicle Trust
|
150
|
Tax Considerations for Non-U.S. Note Owners
|
150
|
FATCA Withholding
|
151
|
Information Reporting and Backup Withholding
|
152
|
State and Local Tax Considerations
|
152
|
ERISA Considerations
|
152
|
Ratings of the Notes
|
154
|
Plan of Distribution
|
154
|
European Economic Area
|
155
|
United Kingdom
|
156
|
Requirements for Certain European and United Kingdom Regulated Investors and Affiliates
|
156
|
Legal Opinions
|
157
|
Index of Principal Terms
|
158
|
APPENDIX A
|
-
|
Static Pool Information
|
Ap-A-1
|
APPENDIX B
|
-
|
Assumed Cashflows
|
Ap-B-1
|
ANNEX A
|
-
|
Global Clearance, Settlement and Tax Documentation Procedures
|
A-1
|
• |
The special unit of beneficial interest, or SUBI, represents a beneficial interest in specific Vehicle Trust Assets.
|
• |
The SUBI represents a beneficial interest in a pool of closed-end BMW vehicle leases and the related BMW leased vehicles.
|
RELEVANT PARTIES
|
|
Issuing Entity
|
BMW Vehicle Lease Trust 2024-1, which we refer to as the “issuing entity,” is a Delaware statutory trust. The issuing entity will be established by the trust agreement.
|
Depositor
|
BMW Auto Leasing LLC. The depositor’s address and phone number are 300 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677 and (201) 307-4000.
|
Sponsor, Seller, Servicer and Administrator
|
BMW Financial Services NA, LLC, which we refer to as “BMW FS.” The sponsor’s address and phone number are 300 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677 and
(201) 307‑4000.
|
Indenture Trustee
|
U.S. Bank Trust Company, National Association.
|
Securities Intermediary
|
U.S. Bank National Association.
|
Owner Trustee
|
Wilmington Trust, National Association.
|
Originator and Vehicle Trust (and issuing entity with respect to the SUBI Certificate)
|
Financial Services Vehicle Trust, a Delaware statutory trust.
|
Vehicle Trustee
|
BNY Mellon Trust of Delaware.
|
UTI Beneficiary
|
BMW Manufacturing L.P.
|
Asset Representations Reviewer
|
Clayton Fixed Income Services LLC.
|
RELEVANT AGREEMENTS
|
|
Indenture
|
The indenture between the issuing entity and the indenture trustee. The indenture provides for the terms of the notes.
|
Trust Agreement
|
The trust agreement, as amended and restated, between the depositor and the owner trustee. The trust agreement governs the creation of the issuing entity and provides for the terms of the certificates.
|
Servicing Agreement
|
Collectively, the servicing agreement between the servicer and the vehicle trust, as supplemented by the servicing supplement thereto among the vehicle trust, the UTI Beneficiary and the servicer. The
servicing agreement governs the servicing of the specified leases and the specified vehicles by the servicer.
|
Administration Agreement
|
The administration agreement among the administrator, the depositor, the issuing entity and the indenture trustee. The administration agreement governs the provision of reports by the administrator and the
performance by the administrator of other administrative duties for the issuing entity.
|
SUBI Trust Agreement
|
Collectively, the vehicle trust agreement, as amended and restated, between BMW Manufacturing L.P. and the vehicle trustee, which governs the vehicle trust, and the SUBI supplement thereto between BMW
Manufacturing L.P. and the vehicle trustee, under which the SUBI certificate is issued to BMW Manufacturing L.P.
|
SUBI Certificate Transfer Agreement
|
The SUBI certificate transfer agreement between BMW Manufacturing L.P. and the depositor, under which the SUBI certificate is conveyed to the depositor.
|
Issuer SUBI Certificate Transfer Agreement
|
The issuer SUBI certificate transfer agreement between the depositor and the issuing entity, under which the depositor’s right, title and interest in the SUBI certificate is transferred to the issuing entity.
|
Asset Representations Review Agreement
|
The asset representations review agreement among the issuing entity, the servicer and the asset representations reviewer.
|
RELEVANT DATES
|
|
Closing Date
|
Expected to be on or about February 14, 2024.
|
Cutoff Date
|
The cutoff date for the pool of closed-end BMW leases allocated to the 2024-1 SUBI, which are referred to herein as the “specified leases,” and for the related BMW leased
vehicles, which are referred to herein as the “specified vehicles,” is the close of business on December 31, 2023. The issuing entity will be entitled to all collections in respect of the specified
leases and related specified vehicles received after the cutoff date.
|
Collection Period
|
For any payment date other than the first payment date, the month immediately preceding the month in which the related payment date occurs. The collection period for the March 2024 payment date will begin on
January 1, 2024 and end on February 29, 2024.
|
Payment Dates
|
The issuing entity will pay interest on and principal of the notes on the 25th day of each month using amounts received from collections on the specified leases and specified vehicles during the immediately
preceding collection period, together with other amounts available for such purpose on deposit in the reserve fund, after payment of certain amounts due to the servicer, the indenture trustee, the owner trustee and the asset representations
reviewer. If the 25th day of the month is not a business day, payments on the notes will be made on the next business day. The date that any payment is made is called a payment date. The first payment date is expected to be March 25, 2024.
|
Final Scheduled Payment Dates
|
The final principal payment for each class of notes is due and payable on the applicable final scheduled payment date specified on the front cover of this prospectus.
|
Expected Final Payment Dates
|
The final principal payment for each class of notes is expected to be made on the applicable expected final payment date specified on the front cover of this prospectus. However, due to a variety of factors
described herein, there can be no
|
assurance that your class of notes will not actually be paid in full on an earlier or on a later payment date. We refer you to “Risk Factors” in this prospectus for
discussions of certain of these factors.
|
||
Record Date
|
So long as the notes are in book-entry form, the issuing entity will make payments on the notes to the related holders of record at the close of business on the business day immediately preceding the payment
date or redemption date, as applicable. If the notes are issued in definitive form, the record date will be the last business day of the month preceding the month in which the payment date or redemption date, as applicable, occurs.
|
|
DESCRIPTION OF THE ASSETS OF THE ISSUING ENTITY
|
||
Assets
|
The primary asset of the issuing entity will consist of the SUBI certificate, which represents the beneficial interest in the specified leases, specified vehicles and related assets, including
the right to receive monthly payments under such leases and the amounts realized from sales of the related leased vehicles, together with amounts in certain segregated accounts, including the reserve fund.
The statistical information presented in this prospectus relates to a pool of 28,505 specified leases and the related specified vehicles as of
the cutoff date.
As of the cutoff date, the specified leases had the following characteristics:
|
|
•
|
the number of specified leases was 28,505;
|
|
•
|
the aggregate securitization value of the specified leases, discounted using the securitization rate, was $1,496,835,259.27;
|
|
•
|
the aggregate residual value of the specified leases being financed, discounted using the securitization rate, was $774,810,633.14 (which is approximately 51.76% of the aggregate securitization value);
|
|
•
|
the weighted average original term to maturity of the specified leases was 36 months; and
|
|
•
|
the weighted average remaining term to maturity of the specified leases was 28 months.
|
|
BMW FS does not consider any of the specified leases to be exceptions to its underwriting standards.
For more information regarding BMW FS’ underwriting standards, see “BMW FS’ Lease Financing Program—Underwriting” in this prospectus.
The securitization value of the specified leases will equal the sum of (i) the present value of the remaining monthly payments payable under the specified leases and (ii) the present value of the residual
values of the related specified vehicles, each determined using a discount rate equal to the securitization rate. The residual value of each specified vehicle will be the lesser of
|
(x) the residual value as determined by the Automotive Lease Guide at the time the related lease was originated and (y) the residual value as provided by the Automotive Lease Guide for November/December 2023. The “securitization rate” for any specified lease and the related specified vehicle, is an annualized rate that
is the greater of (a) the imputed interest rate for such lease and (b) a discount rate of 11.40%.
|
|
Review of Pool Assets
|
In connection with the offering of the notes, the depositor has performed a review of the specified leases and certain disclosure in this prospectus relating to the specified leases and certain asset-level data
disclosures incorporated by reference into this prospectus, and has concluded that it has reasonable assurance that such disclosure is accurate in all material respects, as described under “Review of Pool
Assets” below.
|
As described in “BMW FS’ Lease Financing Program—Underwriting,” under BMW FS’ origination process, credit applications are evaluated when received and
are either automatically approved, automatically rejected or forwarded for review by one or more BMW FS credit representatives or by a credit manager with appropriate approval authority. The BMW FS credit representative or credit manager
reviews each application forwarded to it for review through the use of a system of rules and scorecards, including an evaluation of the customer demographics, income and collateral, review of a credit bureau report, use of internet
verification tools and a review of the applicant’s credit score based on a combination of such applicant’s credit bureau score and BMW FS’ own internal credit scoring process.
21,651 of the specified leases, having an aggregate securitization value of approximately $1,073,605,537 as of the cutoff date (approximately
71.73% of the aggregate securitization value of the specified leases as of the cutoff date), were automatically approved. BMW FS determined that whether a specified lease was approved either
automatically by BMW FS’ electronic credit decision system or following review by one or more BMW FS credit representatives or by a credit manager was not indicative of the quality of the specified lease. No completed applications for
the specified leases were automatically rejected. None of the specified leases were originated with exceptions to BMW FS’ underwriting guidelines.
|
|
The SUBI Certificate
|
On the closing date, the vehicle trust will issue a special unit of beneficial interest, which is also called a SUBI, which will constitute a beneficial interest in the specified leases and the related specified vehicles.
The SUBI certificate will evidence a beneficial interest in the SUBI assets, and not a direct ownership interest in those SUBI assets. The SUBI assets are the specified leases and specified vehicles. By
holding the SUBI certificate, the issuing entity will be entitled to receive an amount equal to all payments made in respect of the SUBI assets.
|
The SUBI certificate will be transferred to the issuing entity on the closing date. The SUBI certificate is not being offered to you under this prospectus.
The SUBI certificate will not evidence an interest in any vehicle trust assets other than the SUBI assets, and payments made on or in respect of all other vehicle trust assets will not be available to make
payments on the notes or the certificates.
For more information regarding the issuing entity’s property, see “The Issuing Entity—Property of the Issuing Entity,” “The 2024-1 SUBI” and “The Specified Leases” in this prospectus.
|
||
Removal of Pool Assets
|
The servicer may be required to reallocate from the 2024-1 SUBI certain specified leases and specified vehicles if, among other things, (i) there is a breach of the
representations and warranties relating to those specified leases or specified vehicles and such breach materially and adversely affects the interests of the issuing entity and such breach is not
timely cured or (ii) the servicer extends a specified lease so that it matures later than the last day of the collection period preceding the final scheduled payment date of the Class A-4 Notes. In addition, the servicer may purchase any
specified vehicle for which the related specified lease has reached its maturity date.
For more information regarding the representations and warranties made with respect to the specified leases and specified vehicles, and the remedies for breaches of such representations and
warranties, see “The Specified Leases—General” and “—Representations, Warranties and Covenants” in this prospectus.
|
|
Asset Representations Review
|
The asset representations reviewer will perform a review of certain specified leases for compliance with certain representations made with respect to such specified leases if:
|
|
•
|
a delinquency trigger for the specified leases is reached; and
|
|
•
|
the required amount of noteholders vote to direct the review.
|
|
The asset representations reviewer is not and will not be affiliated with any of the sponsor, the depositor, the servicer, the indenture trustee, the owner trustee or any of their respective
affiliates, and has not performed, and is not affiliated with any party hired by the sponsor or any underwriter to perform, pre-closing due diligence work on the specified leases.
For more information regarding the asset representations review see “Description of the Notes—Asset Representations Review” in this prospectus.
|
||
Reallocation Dispute Resolution
|
If a request is made for the reallocation of a specified lease due to a breach of a representation or warranty, and the request is not resolved within 180 days of receipt by BMW FS of such
|
request, the party submitting the request will have the right to refer the matter to either arbitration or mediation.
For more information regarding the dispute resolution procedures, see “Description of the Notes—Dispute Resolution for Reallocation Requests” in this prospectus.
|
||
Credit Risk Retention
|
The risk retention regulations in Regulation RR of the Securities Exchange Act of 1934, as amended, require the sponsor, either directly or through its majority-owned affiliates, to retain an
economic interest in the credit risk of the specified leases. The sponsor intends to satisfy its obligation to retain credit risk by causing the depositor, its wholly-owned affiliate, to retain the certificates.
The certificates represent the right to all funds not needed to make required payments on the notes, pay fees and expenses of the issuing entity or make deposits to the reserve fund on each
payment date. The certificates represent a first-loss interest in this securitization transaction.
None of the sponsor, the depositor or any of their affiliates may hedge, sell or transfer the required retention except to the extent permitted by Regulation RR. For more information regarding the risk retention regulations and the sponsor’s method of compliance with those regulations, see “Credit Risk Retention” in this prospectus.
The transaction described in this prospectus has not been structured with the objective of enabling or facilitating compliance by any person with the risk retention or other requirements of:
(i) Regulation (EU) 2017/2402 of the European Parliament and of the Council of December 12, 2017 (as amended, the “EU Securitization Regulation”) or (ii) Regulation (EU) 2017/2402 as it forms part of
the domestic law of the United Kingdom (the “UK”) by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”), as amended by the
Securitisation (Amendment) (EU Exit) Regulations 2019 (and as further amended, the “UK Securitization Regulation”). Consequently, the notes may not be a suitable investment for investors who are
subject to the EU Securitization Regulation or the UK Securitization Regulation. See “Risk Factors––Risks Primarily Related to the Nature of the Notes and the Structure of the Transaction—The notes may
not be a suitable investment for investors subject to the EU Securitization Regulation or the UK Securitization Regulation” and “Plan of Distribution—Requirements for Certain European and United Kingdom Regulated Investors and
Affiliates.”
|
|
DESCRIPTION OF THE NOTES
|
||
General
|
The notes consist of:
|
|
•
|
the Class A-1 Notes;
|
|
•
|
the Class A-2a Notes and the Class A-2b Notes (the “Class A-2 Notes”);
|
•
|
the Class A-3 Notes; and
|
|
•
|
the Class A-4 Notes.
|
|
The initial principal amount of each class of notes is specified on the front cover of this prospectus.
The issuing entity will also issue certificates representing the equity interest in the issuing entity. The certificates will initially be held by the depositor. The depositor currently does not expect to
sell the certificates, but may do so, to the extent permitted by Regulation RR.
The certificates are not being offered to you by this prospectus. Any information in this prospectus relating to the certificates is presented solely to provide you with a better understanding of the notes.
|
||
Terms of the Notes
|
In general, noteholders will receive payments of interest and principal on the notes from the issuing entity only to the extent that collections from the issuing entity’s assets are sufficient to make those
payments. Collections from the issuing entity’s assets will be divided among the classes of notes in specified proportions. The issuing entity will pay interest and principal on each payment date to noteholders of record as of the record
date preceding such payment date.
|
|
Interest. The interest rate for each class of notes (other than the Class A-2b Notes) will be a fixed rate, as set forth on the cover of this
prospectus. The interest rate for the Class A-2b Notes will be a floating rate equal to the applicable benchmark plus the spread set forth on the cover page of this prospectus. As of the closing date, the benchmark will be the SOFR Rate;
however, the benchmark may change following the occurrence of a Benchmark Transition Event (as defined under “Description of the Notes–Interest”). See “Description of
the Notes–Interest” in this prospectus.
|
||
The Class A-1 Notes and the Class A-2b Notes will accrue interest on an actual/360 basis from (and including) a payment date to (but excluding) the next payment date, except that the first interest accrual
period for the Class A-1 Notes and the Class A-2b Notes will be from (and including) the closing date to (but excluding) the first payment date. This means that the interest due on each of the Class A-1 Notes and the Class A-2b Notes on each
payment date will be the product of:
|
||
•
|
the outstanding principal amount of such class of notes;
|
|
•
|
the related interest rate; and
|
|
•
|
the actual number of days from (and including) the previous payment date (or, in the case of the first payment date, the actual number of days from (and including) the closing date) to (but excluding) the
current payment date, divided by 360.
|
|
If the sum of the applicable benchmark and the spread set forth on the front cover of this prospectus is less than 0.00% for any interest accrual period, then the interest rate for the Class A-2b
|
Notes for such interest accrual period will be deemed to be 0.00%. For a description of how interest will be calculated on the Class A-2b Notes, see “Description of the
Notes—Interest.”
The Class A-2a Notes, the Class A-3 Notes and the Class A-4 Notes will accrue interest on a 30/360 basis from (and including) the 25th day of the calendar month preceding a payment date to (but excluding) the
25th day of the calendar month in which the payment date occurs, except that the first interest accrual period for the Class A-2a Notes, the Class A-3 Notes and the Class A-4 Notes will be from (and including) the closing date to (but
excluding) March 25, 2024. This means that the interest due on each of the Class A-2a Notes, the Class A-3 Notes and the Class A-4 Notes on each payment date will be the product of:
|
||
•
|
the outstanding principal amount of such class of notes;
|
|
•
|
the related interest rate; and
|
|
•
|
30 (or, in the case of the first payment date, the number of days from (and including) the closing date to (but excluding) March 25, 2024 (assuming a 30-day calendar month)) divided by 360.
|
|
Each class of notes will be entitled to interest at the same level of priority with all other classes of notes. If the noteholders of any class of notes do not receive all interest owed to them on a payment
date, the issuing entity will make payments of interest on later payment dates to make up the shortfall, together with interest on those amounts at the related interest rate, to the extent lawful and to the extent funds from specified sources
are available to cover the shortfall.
|
||
Principal. The issuing entity generally will pay principal sequentially to the earliest maturing class of
notes then outstanding until that class is paid in full (and principal of the Class A-2a Notes and the Class A-2b Notes will be paid pro rata, based on the outstanding principal amount of those classes of notes, until each such class is paid
in full).
|
||
Priority of Payments
|
On each payment date prior to the acceleration of the notes, the issuing entity will pay the following amounts, in the following order of priority, from amounts collected or received in respect of the SUBI
assets during the related collection period and, in the event of a shortfall in making the payments described in clauses 1 through 5, from amounts withdrawn from the reserve fund:
|
|
1.
|
to the servicer, the related payment date advance reimbursement;
|
|
2.
|
to the servicer, the related servicing fee and all unpaid servicing fees from prior collection periods;
|
|
3.
|
to the indenture trustee (in each of its capacities under the transaction documents), the owner trustee and the asset representations reviewer, the amount of any fees, costs, expenses and indemnification
amounts due and owing to
|
each such party, pro rata, based on amounts due to each such party, in an aggregate amount not to exceed $250,000 in any calendar year;
|
|||
4.
|
to the note distribution account, for distribution to the noteholders, accrued interest on the notes;
|
||
5.
|
to the note distribution account, the “first priority principal distribution amount,” which will generally be an amount equal to the excess of:
|
||
•
|
the aggregate outstanding principal amount of the notes on such payment date (before giving effect to any payments to be made on such payment date); over
|
||
•
|
the aggregate securitization value of the specified leases as of the last day of the related collection period;
|
||
which amount will be allocated to pay principal on the notes in the order of priority set forth under “—Distributions from the Note Distribution Account” and “—Acceleration of the Notes; Change in Priority of Payments upon Acceleration of the Notes” below;
|
|||
6.
|
to the reserve fund, the amount, if any, necessary to cause the amount on deposit in the reserve fund to equal the reserve fund requirement, which will be equal to at least 0.25% of the aggregate securitization
value of the specified leases as of the cutoff date or, on any payment date occurring on or after the date on which the aggregate principal amount of the notes has been reduced to zero, zero;
|
||
7.
|
to the note distribution account, the “regular principal distribution amount,” which will generally be an amount equal to the excess of:
|
||
•
|
the aggregate outstanding principal amount of the notes on such payment date (before giving effect to any payments to be made on such payment date); over
|
||
•
|
the excess of (i) the aggregate securitization value of the specified leases as of the last day of the related collection period, over (ii) the overcollateralization
target amount (as described below);
|
||
provided, that such amount will be reduced by any amounts previously deposited in the note distribution account pursuant to clause (5) above, and which amount will be allocated to pay principal on the notes in
the order of priority set forth under “—Distributions from the Note Distribution Account” and “—Acceleration of the Notes; Change in Priority of Payments upon
Acceleration of the Notes” below;
|
|||
8.
|
to the indenture trustee (in each of its capacities under the transaction documents), the owner trustee and the asset representations reviewer, the amount of any fees, costs, expenses and indemnification
amounts due to each such party and remaining unpaid as a result of the cap set forth
|
in clause (3) above, pro rata, based on amounts due to each such party; and
|
||
9.
|
to the holders of the certificates, any remaining amounts.
|
|
On the final scheduled payment date of each class of notes, the amount required to e allocated to the note distribution account will include the amount necessary to reduce the outstanding
principal amount of that class of notes to zero.
|
||
The “overcollateralization target amount” with respect to each payment date is equal to 15.65% of the aggregate securitization value of the specified leases as of the
cutoff date.
|
||
Distributions from the Note Distribution Account
|
From deposits made to the note distribution account, the issuing entity will pay principal on the notes in the following order of priority on each payment date prior to the acceleration of
the notes:
|
|
•
|
to the Class A-1 Notes until they are paid in full;
|
|
•
|
to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of those classes of notes, until each such class is paid in full;
|
|
•
|
to the Class A-3 Notes until they are paid in full; and
|
|
•
|
to the Class A-4 Notes until they are paid in full.
|
|
Acceleration of the Notes; Change in Priority of Payments upon Acceleration of the Notes
|
Following the occurrence of any of the following events of default, the indenture trustee may (and, at the written direction of the holders of a majority of the aggregate outstanding
principal amount of the notes shall) accelerate the notes to become immediately due and payable:
|
|
•
|
a default for five days or more in the payment of interest on the notes;
|
|
•
|
a default in the payment of principal of any note on its final scheduled payment date or redemption date;
|
|
•
|
a default in the observance or performance of any covenant or agreement of the issuing entity or breach of any representation or warranty of the issuing entity (that is not cured or
eliminated) under the indenture or in connection therewith; or
|
|
•
|
an insolvency or a bankruptcy with respect to the issuing entity;
|
|
provided that a delay in or failure of performance referred to under the first bullet point above for a period of 45 days or less, under the second bullet point above
for a period of 60 days or less, or under the third bullet point above for a period of 120 days or less, will not constitute an event of default if that failure or delay was caused by a force majeure or other similar occurrence.
|
See “Payments on the Notes” and “Description of the Transaction Documents—The Indenture—Events of Default; Rights Upon an Event of Default” in this
prospectus.
|
||
In addition, upon an event of default and acceleration of the notes, the indenture trustee may (subject to the terms of the indenture) liquidate or sell the assets of the issuing entity;
provided that, if such event of default is not caused by a failure to pay interest or principal, then at least one of the following conditions must be met:
|
||
•
|
the proceeds of the sale or liquidation of the issuing entity’s assets would be sufficient to repay the noteholders in full;
|
|
•
|
100% of the noteholders consent to such sale or liquidation; or
|
|
•
|
the indenture trustee has determined pursuant to the provisions of the indenture that the assets of the issuing entity will be insufficient to continue to make all required payments of
principal and interest on the notes when due and payable, and noteholders holding at least 66-2/3% of the aggregate principal amount of notes outstanding consent to such sale or liquidation.
|
|
Following the acceleration of the notes, the issuing entity will reimburse or pay all fees, costs, expenses and indemnification amounts due to the indenture trustee, the owner trustee and the asset
representations reviewer before making any payments to noteholders and without regard to any annual cap on such amounts.
Following the acceleration of the notes, the issuing entity will pay principal first, to the Class A-1 Notes until the Class A-1 Notes are paid in full, and second, to the Class A-2a Notes, the Class A-2b
Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, based on the outstanding principal amounts of those classes of notes, until each such class of notes is paid in full.
Following the occurrence of an event of default that has not resulted in an acceleration of the notes, no change will be made to the priority of payments on the notes described under “—Priority of Payments” above.
|
||
Minimum Denominations, Registration, Clearance and Settlement
|
The notes of each class will be issued in U.S. Dollars in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The notes will be issued in book-entry form and will be registered
in the name of Cede & Co., as the nominee of The Depository Trust Company, the clearing agency.
|
|
Optional Purchase
|
The servicer may, at its option, purchase the interest in the 2024-1 SUBI evidenced by the SUBI certificate from the issuing entity on any payment date if, either before or after giving effect to any payment of
principal required to be made on such
|
payment date, the aggregate outstanding note balance is less than or equal to 5% of the initial aggregate principal amount of the notes.
|
||
We refer you to “Description of the Transaction Documents—Optional Purchase” in this prospectus for more detailed information.
|
||
Credit Enhancement
|
Credit enhancement is intended to protect you against losses and delays in payments on your notes by absorbing credit losses on the specified leases, residual losses on the specified vehicles and other
shortfalls in cash flows. The available credit enhancement is limited. Losses on the specified leases and specified vehicles in excess of available credit enhancement will not result in a writedown of the principal amounts of the notes.
Instead, if losses on the specified leases and specified vehicles exceed the amount of available credit enhancement, the amount available to make payments on the notes will be reduced to the extent of such losses.
|
|
The credit enhancement for the notes will include:
|
||
•
|
overcollateralization;
|
|
•
|
the reserve fund; and
|
|
•
|
excess cashflow.
|
|
If the credit enhancement is not sufficient to cover all amounts payable on the notes, notes having a later final scheduled payment date generally will bear a greater risk of loss than notes having an earlier
final scheduled payment date. See “Risk Factors—Risks Primarily Related to the Nature of the Notes and the Structure of the Transaction—Because the issuing entity has limited assets, there is only limited
protection against potential losses,” “—Payment priorities increase risk of loss or delay in payment to certain notes” and “Payments on the Notes” in this prospectus.
|
||
Overcollateralization. Overcollateralization represents the amount by which the aggregate securitization value of the specified leases exceeds the
aggregate principal amount of the notes outstanding. Overcollateralization will be available to absorb credit losses on the specified leases and residual losses on the specified vehicles that are not otherwise covered by excess cashflow, if
any. The aggregate securitization value of the specified leases as of the cutoff date is expected to exceed the initial aggregate principal amount of the notes by approximately 13.15% of the aggregate securitization value of the specified
leases as of the cutoff date. Clause 7 in the “—Priority of Payments” above results in the application of all remaining funds, including any excess cashflow, to achieve and maintain
overcollateralization at the overcollateralization target amount. This application will result in the payment of more principal on the notes so long as these amounts are available for this purpose. As the principal amounts of the notes are
reduced faster than the reduction in the aggregate securitization value of
|
the specified leases, credit enhancement in the form of additional overcollateralization is created.
|
||
Reserve Fund. As an additional source of credit enhancement, the issuing entity will establish the reserve fund.
On each payment date, the issuing entity will use funds in the reserve fund to cover shortfalls in payments due to the servicer, certain capped fees, costs, expenses and indemnification amounts due to the
indenture trustee, the owner trustee and the asset representations reviewer, interest on the notes and the first priority principal distribution amount.
The reserve fund will be funded as follows:
|
||
•
|
on the closing date, the depositor will make an initial deposit to the reserve fund of an amount equal to at least 0.25% of the aggregate securitization value of the specified leases as of the cutoff date; and
|
|
•
|
on each payment date, amounts needed to increase the reserve fund balance to the required reserve fund balance will be deposited into the reserve fund after payments of higher priority have been made.
|
|
On each payment date, after all required distributions have been made, the amount on deposit in the reserve fund in excess of the reserve fund requirement will be released to the certificateholder.
|
||
Excess Cashflow. The securitization rate, which is used to calculate the aggregate securitization value of
the specified leases, is expected to be greater than the sum of (i) the weighted average of the interest rates payable on the notes, (ii) the rate payable to the servicer in respect of servicing compensation and reimbursement, and (iii) the
aggregate rate payable to the indenture trustee, the owner trustee and the asset representations reviewer in respect of annual fees. The amount of monthly collections corresponding to the difference between these rates will serve as
additional credit enhancement.
For more detailed information about the credit enhancement for the notes, we refer you to “Credit Enhancement” in this prospectus.
|
||
Advances
|
On or before each deposit date, the servicer (i) is required to advance to the issuing entity lease payments that are due but unpaid by the related user-lessees and (ii) may, at its option, advance to the issuing entity an amount equal to the securitization value of specified vehicles for which the related
specified leases have terminated during the related collection period and that the servicer has not sold. The servicer will not be required to make any advance if it determines
that it will not be able to recover an advance from future payments on the related specified lease or specified vehicle.
|
Servicer Compensation
|
As compensation for its roles as servicer and administrator, BMW FS will be entitled to receive a servicing fee for each collection period in an amount equal to 1.00% per annum of the outstanding aggregate
securitization value of the specified leases as of the first day of such collection period; provided that, in the case of the first payment date, the servicing fee will be an amount equal to the sum of (a) the product of 1/12 and 1.00% of the
aggregate securitization value of the specified leases as of the cutoff date and (b) the product of 1/12 and 1.00% of the aggregate securitization value of the specified leases as of the close of business on January 31, 2024. In addition, as
additional servicing compensation, the servicer will be entitled to retain any and all expense reimbursements, late payment fees, extension fees, early termination fees, prepayment charges, administrative fees or similar charges received with
respect to any specified lease (other than excess wear and tear or excess mileage charges). The servicing fee will be payable on each payment date from available funds prior to any other distributions. For
more detailed information about additional servicing compensation, we refer you to “Description of the Transaction Documents—Servicing Compensation” in this prospectus.
|
|
Trustee Fees and Expenses
|
Each trustee will be entitled to a fee in connection with the performance of its respective duties under the applicable transaction documents. The issuing entity will pay (i) the indenture trustee an annual
fee equal to $3,000 and (ii) the owner trustee an annual fee equal to $3,000. Each trustee will also be entitled to reimbursement or payment by the issuing entity for all costs, expenses and indemnification amounts incurred by it in
connection with the performance of its respective duties under the applicable transaction documents.
|
|
Asset Representations Reviewer Fees and Expenses
|
The asset representations reviewer will be entitled to a fee in connection with the performance of its duties under the asset representations review agreement. The issuing entity will pay the asset
representations reviewer an annual fee equal to $5,000 and, in the event an asset representations review occurs, the asset representations reviewer will be entitled to a fee of $175 for each specified lease reviewed by it, as described under
“Asset Representations Reviewer” in this prospectus. The asset representations reviewer will also be entitled to reimbursement or payment by the issuing entity for all costs, expenses and
indemnification amounts incurred by it in connection with the performance of its duties under the asset representations review agreement.
|
|
CUSIP Numbers
|
Class A-1 Notes:
|
05611U AA1
|
Class A-2a Notes:
|
05611U AB9
|
|
Class A-2b Notes:
|
05611U AC7
|
|
Class A-3 Notes:
|
05611U AD5
|
|
Class A-4 Notes:
|
05611U AE3
|
Tax Status
|
Tax counsel to the depositor is of the opinion, subject to the assumptions set forth in this prospectus, that although there is no authority with respect to a transaction closely comparable to that contemplated
herein:
|
|
•
|
as of their issuance date, the notes held by parties unaffiliated with the issuing entity for U.S. federal income tax purposes will be characterized as debt for U.S. federal income tax purposes, and
|
|
•
|
the issuing entity will not be characterized as an association or a publicly traded partnership, in either case taxable as a corporation for U.S. federal income tax purposes.
|
|
By accepting a note, each holder or beneficial owner will be deemed to have agreed to treat such note as debt for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax
measured in whole or in part by income.
You should consult your own tax advisor regarding the U.S. federal income tax consequences and the tax consequences arising under the laws of any state or other taxing jurisdiction, of the purchase, ownership
and disposition of the notes.
We refer you to “Material U.S. Federal Income Tax Considerations” in this prospectus.
|
||
Eligibility for Purchase by Money Market Funds
|
The Class A-1 Notes have been structured to be “eligible securities” as defined in paragraph (a)(11) of Rule 2a-7 under the Investment Company Act of 1940, as amended. Rule 2a-7 includes additional criteria
for investments by money market funds, including requirements relating to portfolio maturity, liquidity and risk diversification. A money market fund should consult its legal advisers regarding the eligibility of the Class A-1 Notes under
Rule 2a-7 and whether an investment in the Class A-1 Notes satisfies the fund’s investment policies, ratings requirements and objectives.
|
|
ERISA Considerations
|
The notes are generally eligible for acquisition by employee benefit plans and individual retirement accounts, subject to those considerations discussed under “ERISA
Considerations” in this prospectus.
We refer you to “ERISA Considerations” in this prospectus. If you are a benefit plan fiduciary considering acquisition of the notes you should, among other things, consult with your counsel
in determining whether all required conditions have been satisfied.
|
|
Ratings
|
The sponsor has hired two rating agencies and will pay them a fee to assign ratings on the notes. It is a condition to the issuance of the notes that they receive credit ratings from the two rating agencies
hired by the sponsor. The sponsor has not hired any other nationally recognized statistical rating organization, or “NRSRO,” to assign ratings on the notes and is not aware that any other NRSRO has assigned or intends to assign ratings on
the notes.
|
None of the sponsor, the depositor, the servicer, the administrator, the indenture trustee, the owner trustee, the asset representations reviewer, the underwriters or any of their affiliates will be required to
monitor any changes to the ratings on the notes.
|
|
Certain Investment Company Act Considerations
|
In determining that the issuing entity is not required to register as an investment company under the Investment Company Act of 1940, as amended, the issuing entity will be relying on its failure to meet the
definitional requirements of the defined term “investment company” under Section 3(a)(1) of the Investment Company Act of 1940, as amended, although additional exemptions or exclusions may be applicable. 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 Wall Street Reform and Consumer Protection Act.
|
• |
the limited assets of the issuing entity available to make payments on the notes;
|
• |
unpredictability of the rate at which the notes will amortize, and the potential acceleration of payments on the notes due to the occurrence of an event of default or the optional purchase of the SUBI Certificate;
|
• |
the possible insufficiency of proceeds from the sale of the issuing entity’s assets to repay all of the notes;
|
• |
the subordination of certain classes of the notes to other more senior classes of the notes and to certain fees and other payments;
|
• |
the limited control of certain classes of notes over actions of the issuing entity; and
|
• |
the potential lack of suitability of the notes as investments for investors subject to the EU Securitization Regulation or the UK Securitization Regulation.
|
• |
the issuing entity will not enter into any swap agreements or interest rate cap agreements with respect to the Class A-2b Notes;
|
• |
the impact of negative benchmark rates on the Class A-2b Notes;
|
• |
the Class A-2b Notes accrue interest based on the SOFR Rate, which is a relatively new reference rate in asset-backed securities transactions, and there may be unanticipated problems in the use, calculation or performance of SOFR;
|
• |
uncertainty about SOFR’s differences from LIBOR, including its composition, characteristics and market acceptance, which may have an adverse impact on the Class A-2b Notes;
|
• |
the determination of the SOFR Rate for each interest accrual period based on the average of the daily compounded SOFR rates for the preceding 30 days, which may result in a potential mismatch compared to daily rates actually in effect on the
calculation date; and
|
• |
changes to, or the elimination of, SOFR or the determinations made by the administrator may adversely affect the Class A-2b Notes.
|
• |
the effect of health epidemics and other outbreaks, and related measures taken in response to such epidemics or outbreaks, on the lessees of the specified leases, on the transaction parties and on the abilities of the transaction parties to
perform their respective obligations under the transaction documents;
|
• |
concentrations of specified vehicles in particular models, geographic concentrations of the specified leases and extreme weather conditions and natural disasters (including any such conditions and disasters resulting from climate change),
public health concerns, economic developments and other similar events in specific geographic areas;
|
• |
the turn-in rates under the specified leases and certain factors that could adversely affect the used car market;
|
• |
the failure of user-lessees to maintain physical damage insurance; and
|
• |
potential adverse effects of any recalls with respect to the specified vehicles.
|
• |
regulatory reform (including reform intended to address climate change);
|
• |
federal and state consumer protection laws regulating the creation, collection and enforcement of the specified leases;
|
• |
the Servicemembers Civil Relief Act and other similar state laws potentially limiting the ability of the servicer to collect from certain user-lessees; and
|
• |
vicarious tort liability.
|
• |
the potential cost of transferring servicing responsibilities to a successor servicer, in the event of a servicer default, and the potential inability to obtain a successor servicer;
|
• |
the ability of the servicer to commingle collections for a limited time; and
|
• |
the potential that a security breach or cyber-attack could adversely affect BMW FS’ business and its ability to service the specified leases and related specified vehicles.
|
• |
the bankruptcy of BMW FS or BMW Auto Leasing LLC;
|
• |
interests of other persons in the specified leases and the specified vehicles could be superior to the issuing entity’s interest therein; and
|
• |
the failure of the servicer to maintain control of specified leases evidenced by electronic contracts.
|
• |
the complexity of the notes and the potential absences of a secondary market for the notes;
|
• |
withdrawal or downgrade of the initial ratings of the notes, the potential issuance of unsolicited ratings on the notes, rating agency conflicts of interest and related regulatory scrutiny; and
|
• |
limitations on your ability to exercise rights directly, due to the absence of physical notes, and potential delays in receiving payments as the result of the notes being held in book-entry form.
|
State
|
Percentage of Aggregate Securitization Value as of the Cutoff Date
|
|
California
|
20.90%
|
|
Florida
|
12.47%
|
|
New York
|
9.18%
|
|
Texas
|
9.01%
|
|
New Jersey
|
8.92%
|
• |
gives the Federal Deposit Insurance Corporation authority to act as receiver of bank holding companies, financial companies and their respective subsidiaries in specific situations under the Orderly Liquidation Authority, or the OLA, as
described in more detail under “Certain Legal Aspects of the Vehicle Trust and the 2024-1 SUBI—Dodd Frank Orderly Liquidation Framework;”
|
• |
strengthened the regulatory oversight of securities and capital markets activities by the Securities and Exchange Commission; and
|
• |
created the Consumer Financial Protection Bureau, which is responsible for administering and enforcing the laws and regulations for consumer financial products and services.
|
• |
the “automatic stay,” which prevents a secured creditor from exercising remedies against a debtor in bankruptcy without permission from the court, and provisions of the United States bankruptcy code that permit
substitution for collateral in limited circumstances,
|
• |
tax or government liens on the servicer’s or the depositor’s property (that arose prior to the transfer of the SUBI certificate to the issuing entity) having a prior claim
on collections before the collections are used to make payments on the notes, and
|
• |
the fact that neither the issuing entity nor the indenture trustee has a perfected security interest in the specified vehicles allocated to the 2024-1 SUBI and may not have
a perfected security interest in any cash collections of the specified leases and specified vehicles held by the servicer at the time that a bankruptcy proceeding begins.
|
• |
to establish a special unit of beneficial interest (the “2024-1 SUBI”); and
|
• |
to allocate a separate pool of leases (the “Specified Leases”), the vehicles that are leased under the Specified Leases (the “Specified Vehicles”) and the
related assets of the Vehicle Trust, including the cash proceeds (or other such equivalent proceeds) associated with such Specified Leases to the 2024-1 SUBI.
|
• |
issuing the Securities;
|
• |
acquiring the SUBI Certificate and the other property of the Issuing Entity with the net proceeds from the sale of the Notes and the Certificates;
|
• |
assigning and pledging the property of the Issuing Entity to the Indenture Trustee;
|
• |
making payments on the Securities;
|
• |
entering into and performing its obligations under the Transaction Documents to which it is a party; and
|
• |
engaging in other transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish, or that are incidental to or connected with, any of the foregoing activities.
|
• |
the SUBI Certificate, evidencing a beneficial interest in the assets allocated to the 2024-1 SUBI, including the right to payments thereunder from certain Termination Proceeds and Recovery Proceeds on deposit in the SUBI Collection Account
and net investment earnings, if any, on amounts on deposit in the SUBI Collection Account;
|
• |
the rights of the Issuing Entity as secured party under a back-up security agreement with respect to the SUBI Certificate and the undivided interest in the SUBI Assets;
|
• |
the rights of the Issuing Entity to funds on deposit from time to time in the SUBI Collection Account, the Reserve Fund, the Note Distribution Account and any other account or accounts established pursuant to the Indenture and all cash,
investment property and other property from time to time credited thereto and all proceeds thereof, if any;
|
• |
the rights of the Depositor, as transferee, under the SUBI Certificate Transfer Agreement;
|
• |
the rights of the Issuing Entity, as transferee, under the Issuer SUBI Certificate Transfer Agreement;
|
• |
the rights of the Vehicle Trust under any related dealer agreements;
|
• |
the rights of the Issuing Entity as a third party beneficiary of the Servicing Agreement and the SUBI Trust Agreement;
and
|
• |
all proceeds of the foregoing, which shall include Sales Proceeds.
|
SUBI Certificate
|
$1,496,835,259
|
Reserve Fund(1)
|
$3,742,088
|
Total
|
$1,500,577,347
|
_____________________
(1) This amount may be adjusted upward. To be an amount not less than 0.25% of the Aggregate Securitization Value of the Specified Leases as of the Cutoff
Date.
|
Notes
|
$1,300,000,000
|
Overcollateralization
|
$196,835,259
|
Total
|
$1,496,835,259
|
• |
acquiring from, or selling to, BMW FS or its dealers or affiliates its rights and interest in and to (including any beneficial interests in and to) receivables or leases arising out of or relating to the sale or lease of BMW, MINI and
Rolls-Royce motor vehicles, monies due under the receivables and the leases, security interests in the related financed or leased vehicles and proceeds from claims on the related insurance policies and any related rights (collectively, the “Receivables”);
|
• |
acquiring from BMW FS or any of its affiliates as the holder of the UTI or one or more SUBIs and acting as the beneficiary of any such SUBIs, and selling to BMW FS or reallocating to the UTI certain of the Leased Vehicles and related Leases
comprising such SUBIs;
|
• |
acquiring, owning and assigning the Receivables and SUBIs, the collateral securing the Receivables and SUBIs, related insurance policies, agreements with Centers or lessors or other originators or servicers of the Receivables and any
proceeds or rights thereto (the “Collateral”);
|
• |
transferring the Receivables and SUBIs and/or related Collateral to a trust pursuant to one or more trust agreements, sale and servicing agreements or other agreements to be entered into by, among others,
BMW Auto Leasing LLC, the related trustee and the servicer of the Receivables or SUBIs;
|
• |
authorizing, selling and delivering any class of certificates or notes issued by the issuing entity under the related agreement;
|
• |
acquiring from BMW FS the certificates or notes issued by one or more issuing entities to which BMW FS or one of its subsidiaries transferred the Receivables;
|
• |
performing its obligations under each applicable trust agreement, indenture and any other related agreements; and
|
• |
engaging in any activity and exercising any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing.
|
Fair Value
(in millions)
|
Fair Value
(as a percentage of the aggregate fair value of the Notes and Certificates)
|
||
Class A-1 Notes
|
$195.0
|
12.3%
|
|
Class A-2a Notes
|
$290.0
|
18.2%
|
|
Class A-2b Notes
|
$197.5
|
12.4%
|
|
Class A-3 Notes
|
$487.5
|
30.7%
|
|
Class A-4 Notes
|
$130.0
|
8.2%
|
|
Certificates
|
$289.8
|
18.2%
|
|
Total
|
$1,589.8
|
100.0%
|
• |
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.
|
• |
except as otherwise described in the following bullets, cash flows in respect of the Specified Leases are calculated using the assumptions described under the heading “Weighted Average Lives of the Notes” in this prospectus;
|
• |
interest accrues on each class of Notes at the related rate set forth on the front cover of this prospectus;
|
• |
the initial principal amount of each class of Notes is equal to its initial principal amount set forth on the front cover of this prospectus;
|
• |
in determining the interest payments on the Class A-2b Notes, the SOFR Rate is assumed to reset consistent with the applicable forward rate curve as of February 6, 2024
and it is assumed that no Benchmark Transition Event has occurred;
|
• |
the Servicer does not exercise its option to purchase the SUBI Certificate on or after the first Payment Date on which such option becomes available to it;
|
• |
the Specified Leases prepay at a rate equal to the 100% Prepayment Assumption described under the heading “Weighted Average Lives of the Notes” in this prospectus;
|
• |
the pool of Specified Leases experiences a lifetime cumulative net loss rate of 0.70% (as a percentage of the initial Aggregate Securitization Value) and a loss severity rate of 50%, and these losses are incurred based on the following
timing curve beginning in the month after the Cutoff Date and distributed equally within each range of months described below:
|
Months 1 - 3:
|
0%
|
Months 4 - 12:
|
40%
|
Months 13 - 24:
|
40%
|
Months 25 - 36:
|
20%
|
• |
returned Specified Vehicles are assumed to be sold for an amount equal to their ALG Residual Values, resulting in no residual value gains or losses; and
|
• |
cash flows in respect of the Certificates are discounted at 11.0%.
|
• |
The prepayment rate assumption was developed considering the composition of the Specified Leases and the performance of prior pools of leases securitized by the Sponsor.
|
• |
The cumulative net loss rate is estimated using assumptions for both the magnitude of lifetime cumulative net losses and the shape of the cumulative net loss curve. The lifetime cumulative net loss assumption and the shape of the cumulative
net loss curve were developed considering the composition of the Specified Leases, the performance of prior pools of leases securitized by the Sponsor, the performance of leases in the Sponsor’s managed portfolio, economic conditions, and the
cumulative net loss assumptions of the Rating Agencies. Default and recovery rate estimates are included in the cumulative net loss assumption.
|
• |
The assumption regarding the sale price of returned Specified Vehicles is consistent with the Sponsor’s belief that, as of the date of this prospectus, the ALG Residual Value represents a reasonable estimate of the Residual Value of each
Specified Vehicle.
|
• |
The discount rate applicable to the cash flows in respect of the Certificates is estimated to reflect the credit exposure to such cash flows and market interest rates. Due to the lack of an actively traded market in residual interests
similar to the Certificates, the discount rate was derived using qualitative factors that consider the equity-like component of the Certificates.
|
• |
closed-end retail lease contracts (“Leases”) of BMW passenger cars, BMW light trucks, BMW motorcycles, MINI passenger cars and Rolls-Royce passenger cars (“Leased
Vehicles”), which Leases are or were originated by Centers pursuant to Dealer Agreements entered into with BMW FS, all monies due from user-lessees under such Leases and all proceeds thereof;
|
• |
Leased Vehicles, together with all accessories, additions and parts constituting a part thereof and all accessions thereto and all proceeds thereof;
|
• |
proceeds from sales of Leased Vehicles;
|
• |
the rights to proceeds from any physical damage, liability or other insurance policies, if any, covering Leases or the related user-lessees or the related Leased Vehicles, including but not limited to the Contingent and Excess Liability
Insurance; and
|
• |
all proceeds of the foregoing.
|
• |
issue interests or securities other than the 2024-1 SUBI, the SUBI Certificate, Other SUBIs, one or more certificates representing each Other SUBI (the “Other SUBI Certificates”), the UTI and one or
more certificates representing the UTI (the “UTI Certificates”);
|
• |
borrow money, except from BMW FS or the UTI Beneficiary in connection with funds used to acquire Leases and Leased Vehicles;
|
• |
make loans;
|
• |
invest in or underwrite securities;
|
• |
offer securities in exchange for Vehicle Trust Assets, with the exception of the SUBI Certificate issued in connection with the Securities, Other SUBI Certificates and the UTI Certificates; or
|
• |
repurchase or otherwise reacquire its securities, except as permitted by or in connection with financing or refinancing the acquisition of Leases and Leased Vehicles or as otherwise permitted by each such financing or refinancing.
|
• |
for which BMW FS shall be liable under, and shall have paid pursuant to, a Servicing Agreement,
|
• |
incurred by reason of the Vehicle Trustee’s willful misfeasance, bad faith or negligence, or
|
• |
incurred by reason of the Vehicle Trustee’s breach of its respective representations and warranties made in the SUBI Trust Agreement or in the Servicing Agreement.
|
• |
amounts in the SUBI Collection Account received in respect of the Specified Leases,
|
• |
amounts in the SUBI Collection Account received in respect of the sale of the Specified Vehicles,
|
• |
certain monies due under or payable in respect of the Specified Leases and the Specified Vehicles on or after the Cutoff Date, including the right to receive payments made to BMW FS, the Depositor, the Vehicle Trust, the Vehicle Trustee or
the Servicer under any insurance policies relating to the Specified Leases, the Specified Vehicles or the related User-Lessees, and
|
• |
all proceeds of the foregoing.
|
• |
transfer to the Issuing Entity, without recourse, all of its right, title and interest in and to the SUBI Certificate under a transfer agreement, dated as of the Closing Date (the “Issuer SUBI Certificate
Transfer Agreement”); and
|
• |
deliver the SUBI Certificate to the Issuing Entity.
|
• |
was originated in the United States for a User-Lessee with a U.S. address and in compliance with BMW FS’ customary credit policies and practices;
|
• |
is a U.S. dollar-denominated obligation;
|
• |
was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws;
|
• |
(a) is a legal, valid and binding payment obligation of the User-Lessee, enforceable against the User-Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated and (c) no
right of rescission, setoff, counterclaim or defense with respect to such Specified Lease has been asserted or threatened in writing;
|
• |
for each Specified Lease that was executed electronically, an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices;
|
• |
requires the User-Lessee to obtain physical damage and liability insurance that names BMW FS or the lessor as loss payee covering the related Specified Vehicle;
|
• |
has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues;
|
• |
as of the Cutoff Date, the related User-Lessee has a garaging state address in a state in which the Vehicle Trust has all licenses, if any, necessary to own and lease vehicles and the related User-Lessee is not BMW FS, the Depositor or any
of their respective affiliates;
|
• |
the certificate of title related to each Specified Lease is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling
authority);
|
• |
is fully assignable and does not require the consent of the User-Lessee as a condition to any transfer, sale or assignment of the rights of the related originator;
|
• |
has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices;
|
• |
is not an Other SUBI Asset;
|
• |
the servicing systems of BMW FS do not indicate that the related User-Lessee is currently the subject of a bankruptcy proceeding; and
|
• |
the Specified Leases constitute “tangible chattel paper” or “electronic chattel paper” for purposes of the UCC.
|
• |
the related User-Lessee moves to a state that is not a state in which the Vehicle Trust has all licenses, if any, necessary to own and lease vehicles and the Vehicle Trust does not have such licenses for such state within 90 days of the
Servicer becoming aware of such move; or
|
• |
the Servicer discovers, or the Vehicle Trustee or a responsible officer of the Indenture Trustee receives written notice of and gives prompt written notice to the Servicer of, a breach of any representation or warranty referred to in the
preceding paragraph that materially and adversely affects the Issuing Entity’s interests in a Specified Lease or Specified Vehicle and the breach is not cured in all material respects within 60 days after the Servicer discovers the breach or is
given notice of it.
|
• |
applied to a Specified Vehicle that was a new BMW passenger car or BMW light truck at the time of origination of the Specified Lease;
|
• |
applied to a Specified Vehicle that has a model year of 2020 or later;
|
• |
was originated for a User-Lessee with a United States address;
|
• |
provides for level payments that fully amortize the Initial Lease Balance of the Specified Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a User-Lessee initiated early
termination, provides for payment of the related Early Termination Cost;
|
• |
was originated on or after June 1, 2021;
|
• |
has a Maturity Date on or after the May 2024 Payment Date and no later than the December 2026 Payment Date;
|
• |
has an original term of not more than 36 months; and
|
• |
was not more than 29 days past due.
|
Aggregate Securitization Value
|
$1,496,835,259.27
|
||
Number of Specified Leases
|
28,505
|
||
Aggregate ALG Residual Value
|
$998,440,358.37
|
||
Aggregate of ALG Residual Values as a Percentage of
Aggregate Securitization Value |
66.70%
|
||
Aggregate of Discounted ALG Residual Values(1) as a Percentage of
Aggregate Securitization Value |
51.76%
|
||
BMW Passenger Cars as a Percentage of Aggregate Securitization Value
|
36.42%
|
||
BMW Light Trucks as a Percentage of Aggregate Securitization Value
|
63.58%
|
||
Weighted Average FICO Score(2)
|
798
|
Average
|
Minimum
|
Maximum
|
|
Securitization Value
|
$52,511.32
|
$18,136.39
|
$155,741.63
|
Original Term to Maturity (months)
|
36(2)
|
24
|
36
|
Remaining Term to Maturity (months)
|
28 (2)
|
6
|
35
|
Seasoning (months)
|
8 (2)
|
1
|
30
|
ALG Residual Value
|
$35,026.85
|
$15,882.10
|
$84,323.00
|
Securitization Value
as of the Cutoff Date
|
Number of Leases
|
Percentage of Total Number of Leases(2)
|
Aggregate Securitization Value
as of the Cutoff Date(1)
|
Percentage of Aggregate
Securitization Value as of the Cutoff Date(2)
|
|||||||||||||
$10,000.01 - $20,000.00
|
28
|
0.10
|
%
|
$
|
541,128.75
|
0.04
|
%
|
||||||||||
$20,000.01 - $30,000.00
|
2,250
|
7.89
|
59,230,926.50
|
3.96
|
|||||||||||||
$30,000.01 - $40,000.00
|
7,640
|
26.80
|
268,405,002.48
|
17.93
|
|||||||||||||
$40,000.01 - $50,000.00
|
5,538
|
19.43
|
248,164,549.59
|
16.58
|
|||||||||||||
$50,000.01 - $60,000.00
|
3,897
|
13.67
|
213,306,952.43
|
14.25
|
|||||||||||||
$60,000.01 - $70,000.00
|
3,434
|
12.05
|
222,921,346.75
|
14.89
|
|||||||||||||
$70,000.01 - $80,000.00
|
2,648
|
9.29
|
198,189,810.32
|
13.24
|
|||||||||||||
$80,000.01 - $90,000.00
|
1,606
|
5.63
|
135,544,987.51
|
9.06
|
|||||||||||||
$90,000.01 - $100,000.00
|
773
|
2.71
|
72,996,666.27
|
4.88
|
|||||||||||||
$100,000.01 - $110,000.00
|
363
|
1.27
|
37,920,612.13
|
2.53
|
|||||||||||||
$110,000.01 - $120,000.00
|
181
|
0.63
|
20,662,541.36
|
1.38
|
|||||||||||||
$120,000.01 - $130,000.00
|
92
|
0.32
|
11,435,454.87
|
0.76
|
|||||||||||||
$130,000.01 - $140,000.00
|
42
|
0.15
|
5,630,882.15
|
0.38
|
|||||||||||||
$140,000.01 - $150,000.00
|
11
|
0.04
|
1,573,146.24
|
0.11
|
|||||||||||||
$150,000.01 or greater
|
2
|
0.01
|
311,251.93
|
0.02
|
|||||||||||||
Total:
|
28,505
|
100.00
|
%
|
$
|
1,496,835,259.27
|
100.00
|
%
|
Original Term to Maturity (months)
|
Number of Leases
|
Percentage of Total Number of Leases(2)
|
Aggregate Securitization Value
as of the Cutoff Date(1)
|
Percentage of Aggregate
Securitization Value as of the Cutoff Date(2)
|
|||||||||||||
19 - 24
|
97
|
0.34
|
%
|
$
|
6,643,138.44
|
0.44
|
%
|
||||||||||
25 - 30
|
49
|
0.17
|
3,284,642.95
|
0.22
|
|||||||||||||
31 - 36
|
28,359
|
99.49
|
1,486,907,477.88
|
99.34
|
|||||||||||||
Total:
|
28,505
|
100.00
|
%
|
$
|
1,496,835,259.27
|
100.00
|
%
|
Remaining Term to Maturity (months)
|
Number of Leases
|
Percentage of Total Number of Leases(2)
|
Aggregate Securitization Value
as of the Cutoff Date(1)
|
Percentage of Aggregate
Securitization Value as of the Cutoff Date(2)
|
|||||||||||||
1 - 6
|
286
|
1.00
|
%
|
$
|
9,870,958.81
|
0.66
|
%
|
||||||||||
7 - 12
|
1,914
|
6.71
|
64,527,679.91
|
4.31
|
|||||||||||||
13 - 18
|
2,611
|
9.16
|
101,678,837.47
|
6.79
|
|||||||||||||
19 - 24
|
3,838
|
13.46
|
174,087,222.48
|
11.63
|
|||||||||||||
25 - 30
|
8,432
|
29.58
|
463,822,412.62
|
30.99
|
|||||||||||||
31 - 36
|
11,424
|
40.08
|
682,848,147.97
|
45.62
|
|||||||||||||
Total:
|
28,505
|
100.00
|
%
|
$
|
1,496,835,259.27
|
100.00
|
%
|
State
|
Number of Leases
|
Percentage of Total Number of Leases(2)
|
Aggregate Securitization Value
as of the Cutoff Date(1)
|
Percentage of Aggregate
Securitization Value as of the Cutoff Date(2)
|
||||||||||||
California
|
6,867
|
24.09
|
%
|
$
|
312,898,878.66
|
20.90
|
%
|
|||||||||
Florida
|
3,374
|
11.84
|
186,604,503.44
|
12.47
|
||||||||||||
New York
|
2,674
|
9.38
|
137,434,626.74
|
9.18
|
||||||||||||
Texas
|
2,359
|
8.28
|
134,841,295.55
|
9.01
|
||||||||||||
New Jersey
|
2,501
|
8.77
|
133,484,605.93
|
8.92
|
||||||||||||
Illinois
|
881
|
3.09
|
51,039,585.65
|
3.41
|
||||||||||||
Pennsylvania
|
936
|
3.28
|
48,606,189.59
|
3.25
|
||||||||||||
Massachusetts
|
800
|
2.81
|
41,181,698.88
|
2.75
|
||||||||||||
Georgia
|
674
|
2.36
|
39,107,588.65
|
2.61
|
||||||||||||
Virginia
|
649
|
2.28
|
37,656,735.31
|
2.52
|
||||||||||||
Michigan
|
551
|
1.93
|
31,834,560.34
|
2.13
|
||||||||||||
Connecticut
|
612
|
2.15
|
31,688,735.23
|
2.12
|
||||||||||||
Ohio
|
548
|
1.92
|
30,770,511.54
|
2.06
|
||||||||||||
North Carolina
|
538
|
1.89
|
30,204,462.78
|
2.02
|
||||||||||||
Maryland
|
505
|
1.77
|
28,581,350.09
|
1.91
|
||||||||||||
Arizona
|
490
|
1.72
|
26,125,825.80
|
1.75
|
||||||||||||
Colorado
|
406
|
1.42
|
21,854,612.84
|
1.46
|
||||||||||||
South Carolina
|
388
|
1.36
|
21,062,115.16
|
1.41
|
||||||||||||
Washington
|
355
|
1.25
|
19,551,879.73
|
1.31
|
||||||||||||
Others(3)
|
2,397
|
8.41
|
132,305,497.35
|
8.84
|
||||||||||||
Total:
|
28,505
|
100.00
|
%
|
$
|
1,496,835,259.27
|
100.00
|
%
|
Model
|
Number of Leases
|
Percentage of Total Number of Leases(2)
|
Aggregate Securitization Value
as of the Cutoff Date(1)
|
Percentage of Aggregate
Securitization Value as of the Cutoff Date(2)
|
|||||||||||||
X5
|
4,613
|
16.18
|
%
|
$
|
282,053,839.06
|
18.84
|
%
|
||||||||||
X3
|
6,536
|
22.93
|
259,625,280.30
|
17.34
|
|||||||||||||
X7
|
2,645
|
9.28
|
202,059,723.23
|
13.50
|
|||||||||||||
4 Series
|
2,933
|
10.29
|
146,406,151.82
|
9.78
|
|||||||||||||
3 Series
|
2,983
|
10.46
|
111,540,776.44
|
7.45
|
|||||||||||||
7 Series
|
1,204
|
4.22
|
95,063,652.25
|
6.35
|
|||||||||||||
5 Series
|
2,024
|
7.10
|
94,244,873.53
|
6.30
|
|||||||||||||
X6
|
1,088
|
3.82
|
76,692,648.35
|
5.12
|
|||||||||||||
8 Series
|
775
|
2.72
|
62,870,283.94
|
4.20
|
|||||||||||||
X4
|
1,149
|
4.03
|
57,245,965.20
|
3.82
|
|||||||||||||
X1
|
1,230
|
4.32
|
40,574,623.92
|
2.71
|
|||||||||||||
2 Series
|
822
|
2.88
|
29,627,897.11
|
1.98
|
|||||||||||||
iX
|
262
|
0.92
|
22,083,573.51
|
1.48
|
|||||||||||||
XM
|
76
|
0.27
|
9,883,627.52
|
0.66
|
|||||||||||||
Z4
|
111
|
0.39
|
5,432,927.69
|
0.36
|
|||||||||||||
X2
|
54
|
0.19
|
1,429,415.40
|
0.10
|
|||||||||||||
Total:
|
28,505
|
100.00
|
%
|
$
|
1,496,835,259.27
|
100.00
|
%
|
Year and Quarter of Maturity
|
Number of
Leases
|
Percentage of Total Number of
Leases(2)
|
Aggregate Securitization Value
as of the Cutoff Date(1)
|
Percentage of Aggregate
Securitization Value as of the Cutoff Date(2)
|
||||||||||||
2024 2nd Quarter
|
286
|
1.00
|
%
|
$
|
9,870,958.81
|
0.66
|
%
|
|||||||||
2024 3rd Quarter
|
867
|
3.04
|
27,804,644.21
|
1.86
|
||||||||||||
2024 4th Quarter
|
1,047
|
3.67
|
36,723,035.71
|
2.45
|
||||||||||||
2025 1st Quarter
|
1,353
|
4.75
|
50,548,759.75
|
3.38
|
||||||||||||
2025 2nd Quarter
|
1,258
|
4.41
|
51,130,077.72
|
3.42
|
||||||||||||
2025 3rd Quarter
|
1,174
|
4.12
|
50,283,906.50
|
3.36
|
||||||||||||
2025 4th Quarter
|
2,664
|
9.35
|
123,803,315.98
|
8.27
|
||||||||||||
2026 1st Quarter
|
4,122
|
14.46
|
216,752,728.92
|
14.48
|
||||||||||||
2026 2nd Quarter
|
4,310
|
15.12
|
247,069,683.69
|
16.51
|
||||||||||||
2026 3rd Quarter
|
6,340
|
22.24
|
374,261,828.77
|
25.00
|
||||||||||||
2026 4th Quarter
|
5,084
|
17.84
|
308,586,319.21
|
20.62
|
||||||||||||
Total:
|
28,505
|
100.00
|
%
|
$
|
1,496,835,259.27
|
100.00
|
%
|
FICO® Score Range(1)
|
Number of Leases
|
Percentage of Total Number of Leases(3)
|
Aggregate Securitization Value
as of the Cutoff Date(2)
|
Percentage of Aggregate
Securitization Value as of the Cutoff Date(3)
|
|||||||||||||
601 - 650
|
428
|
1.50
|
%
|
$
|
22,087,059.00
|
1.48
|
%
|
||||||||||
651 - 700
|
1,620
|
5.68
|
87,304,422.65
|
5.83
|
|||||||||||||
701 - 750
|
3,902
|
13.69
|
211,447,630.66
|
14.13
|
|||||||||||||
751 - 800
|
6,525
|
22.89
|
361,504,603.00
|
24.15
|
|||||||||||||
801 - 850
|
9,126
|
32.02
|
481,467,236.79
|
32.17
|
|||||||||||||
851 - 900
|
6,904
|
24.22
|
333,024,307.18
|
22.25
|
|||||||||||||
Total:
|
28,505
|
100.00
|
%
|
$
|
1,496,835,259.27
|
100.00
|
%
|
Powertrain
|
Number of Leases
|
Percentage of Total Number of Leases(2)
|
Aggregate Securitization Value
as of the Cutoff Date(1)
|
Percentage of Aggregate
Securitization Value as of the Cutoff Date(2)
|
||||||||||||
Battery Electric
|
1,811
|
6.35
|
%
|
$
|
121,288,800.75
|
8.10
|
%
|
|||||||||
Internal Combustion
|
26,019
|
91.28
|
1,326,602,657.52
|
88.63
|
||||||||||||
Hybrid Electric(1)
|
675
|
2.37
|
48,943,801.00
|
3.27
|
||||||||||||
Total:
|
28,505
|
100.00
|
%
|
$
|
1,496,835,259.27
|
100.00
|
%
|
(a) |
as of the Cutoff Date or any date other than the Maturity Date of such Specified Lease, the sum of (i) the present value (discounted at the Securitization Rate) of the aggregate Monthly Payments remaining on such Specified Lease (including
Monthly Payments due and not yet paid for which the Servicer has never made a Monthly Payment Advance) and (ii) the present value (discounted at the Securitization Rate) of the ALG Residual Value of the related Specified Vehicle; and
|
(b) |
as of the Maturity Date of such Specified Lease, the ALG Residual Value of the related Specified Vehicle; provided, however, that the Securitization Value of a Liquidated Lease, except for purposes
of calculating a Reallocation Payment, is equal to zero.
|
(a) |
the related Specified Vehicle was sold or otherwise disposed of by the Servicer following (i) such Specified Lease becoming a Defaulted Lease, (ii) the early termination (including any early termination by the related User-Lessee) of such
Specified Lease, or (iii) such Specified Vehicle becoming a Matured Vehicle;
|
(b) |
such Specified Lease became a Defaulted Lease or such Specified Lease terminated or matured more than 90 days prior to the end of such Collection Period and the related Specified Vehicle was not sold;
|
(c) |
the Servicer’s records, in accordance with its customary servicing practices, disclose that all insurance proceeds expected to be received have been received by the Servicer following a casualty or other loss with respect to the related
Specified Vehicle; or
|
(d) |
the Servicer shall have made a Sales Proceeds Advance with respect to such Specified Lease.
|
BMW FS MANAGED NEW LEASE PORTFOLIO
DELINQUENCY EXPERIENCE(1)(2)
(Dollars in Thousands)
|
||||||||||
At December 31,
|
||||||||||
2022
|
2021
|
2020
|
2019
|
2018
|
||||||
Leases Outstanding ($)
|
17,042,212
|
21,148,843
|
21,180,506
|
21,256,439
|
20,634,186
|
|||||
Number of Leases Outstanding
|
364,454
|
457,035
|
467,822
|
480,199
|
476,908
|
|||||
Leases Delinquent
|
Dollars
|
%
|
Dollars
|
%
|
Dollars
|
%
|
Dollars
|
%
|
Dollars
|
%
|
31-60 Days
|
72,485
|
0.43%
|
70,217
|
0.33%
|
89,432
|
0.42%
|
113,016
|
0.53%
|
121,452
|
0.59%
|
61-90 Days
|
32,082
|
0.19%
|
22,090
|
0.10%
|
32,047
|
0.15%
|
35,939
|
0.17%
|
43,771
|
0.21%
|
91-120 Days
|
14,825
|
0.09%
|
11,442
|
0.05%
|
17,849
|
0.08%
|
12,565
|
0.06%
|
17,699
|
0.09%
|
121-150 Days
|
5,752
|
0.03%
|
5,088
|
0.02%
|
13,588
|
0.06%
|
4,528
|
0.02%
|
8,812
|
0.04%
|
151 Days or More(3)
|
4,926
|
0.03%
|
5,301
|
0.03%
|
46,667
|
0.22%
|
8,188
|
0.04%
|
6,628
|
0.03%
|
TOTAL
|
130,069
|
0.76%
|
114,138
|
0.54%
|
199,583
|
0.94%
|
174,235
|
0.82%
|
198,362
|
0.96%
|
At September 30,
|
||||||||||
2023
|
2022
|
|||||||||
Leases Outstanding ($)
|
16,804,647
|
17,940,915
|
||||||||
Number of Leases Outstanding
|
344,670
|
387,087
|
||||||||
Leases Delinquent
|
Dollars
|
%
|
Dollars
|
%
|
||||||
31-60 Days
|
74,620
|
0.44%
|
61,092
|
0.34%
|
||||||
61-90 Days
|
30,721
|
0.18%
|
25,347
|
0.14%
|
||||||
91-120 Days
|
13,132
|
0.08%
|
13,280
|
0.07%
|
||||||
121-150 Days
|
6,450
|
0.04%
|
6,153
|
0.03%
|
||||||
151 Days or More(3)
|
7,331
|
0.04%
|
6,184
|
0.03%
|
||||||
TOTAL
|
132,255
|
0.79%
|
112,056
|
0.62%
|
(1) |
Data presented in the table is based upon Lease Balance for new BMW vehicles including those that have been sold but are serviced by BMW FS.
|
(2) |
Percentages and numbers may not add to total due to rounding.
|
(3) |
Leases are charged off when they become 150 days delinquent, except when BMW FS is prohibited by applicable law from charging-off such leases, including when the related user-lessee is the subject of bankruptcy proceedings.
|
BMW FS MANAGED NEW LEASE PORTFOLIO
|
||||||
NET CREDIT LOSS AND REPOSSESSION EXPERIENCE(1)(2)
|
||||||
(Dollars in Thousands)
|
||||||
For the year ended
December 31, |
||||||
2022
|
2021
|
2020
|
2019
|
2018
|
||
Leases Outstanding ($)
|
17,042,212
|
21,148,843
|
21,180,506
|
21,256,439
|
20,634,186
|
|
Average Leases Outstanding ($)
|
19,095,527
|
21,164,674
|
21,218,472
|
20,945,312
|
21,036,192
|
|
Number of Leases Outstanding
|
364,454
|
457,035
|
467,822
|
480,199
|
476,908
|
|
Average Number of Leases Outstanding
|
410,745
|
462,429
|
474,011
|
478,554
|
484,737
|
|
Number of Repossessions Sold (3)
|
887
|
1,508
|
1,455
|
2,763
|
3,184
|
|
Number of Repossessions Sold as a Percentage of the Average Number of Leases Outstanding (3)
|
0.22%
|
0.33%
|
0.31%
|
0.58%
|
0.66%
|
|
Charge-offs (4) ($)
|
30,017
|
47,310
|
43,332
|
54,436
|
58,171
|
|
Recoveries (5) ($)
|
(16,142)
|
(20,199)
|
(8,777)
|
(7,709)
|
(6,855)
|
|
Net Losses ($)
|
13,875
|
27,111
|
34,555
|
46,727
|
51,316
|
|
Net Losses as a Percentage of Average Dollar Amount of Leases Outstanding
|
0.07%
|
0.13%
|
0.16%
|
0.22%
|
0.24%
|
|
For the nine months ended
September 30,
|
||||||
2023
|
2022
|
|||||
Leases Outstanding ($)
|
16,804,647
|
17,940,915
|
||||
Average Leases Outstanding ($)
|
16,923,430
|
19,544,879
|
||||
Number of Leases Outstanding
|
344,670
|
387,087
|
||||
Average Number of Leases Outstanding
|
354,562
|
422,061
|
||||
Number of Repossessions Sold (3)
|
1,122
|
661
|
||||
Number of Repossessions Sold as a Percentage of the Average Number of Leases Outstanding (3)
|
0.42%
|
0.21%
|
||||
Charge-offs (4) ($)
|
33,491
|
18,264
|
||||
Recoveries (5) ($)
|
(14,831)
|
(13,030)
|
||||
Net Losses ($)
|
18,660
|
5,234
|
||||
Net Losses as a Percentage of Average Dollar Amount of Leases Outstanding (6)
|
0.15%
|
0.04%
|
(1) |
Data presented in the table is based upon Lease Balance for new BMW vehicles including those that have been sold but are serviced by BMW FS. Averages are computed by taking
a simple average of month end outstanding amounts for each period presented.
|
(2) |
Percentages and numbers may not add to total due to rounding.
|
(3) |
“Number of Repossessions Sold” means the number of repossessed leased vehicles that have been sold by BMW FS in a given period.
|
(4) |
Charge-offs represent the total aggregate Lease Balance determined to be uncollectible in the period less proceeds from disposition of the related leased vehicles, other than recoveries described in Note (5).
|
(5) |
Recoveries generally include amounts received with respect to leases previously charged off, net of the proceeds realized in connection with the sale of the related leased vehicles.
|
(6) |
Annualized.
|
BMW FS MANAGED NEW LEASE PORTFOLIO
|
||||||
ALG RESIDUAL VALUE LOSS EXPERIENCE(1)(2)(3)
|
||||||
For the year ended December 31,
|
||||||
2022
|
2021
|
2020
|
2019
|
2018
|
||
Total Number of Vehicles Scheduled to Terminate
|
187,114
|
159,253
|
172,418
|
183,609
|
197,228
|
|
Total Initial ALG Residual on Vehicles Scheduled to Terminate
|
$5,042,166,531
|
$4,068,488,144
|
$4,560,016,057
|
$5,340,358,070
|
$5,286,537,588
|
|
Number of Vehicles Returned to BMW FS(4)
|
115,237
|
133,406
|
144,361
|
166,366
|
164,894
|
|
Number of Vehicles Going to Full Term(5)
|
144,890
|
146,321
|
142,410
|
171,040
|
157,592
|
|
Vehicles Returned to BMW FS Ratio
|
62%
|
84%
|
84%
|
91%
|
84%
|
|
Total Gain/(Loss) on ALG Residuals on Vehicles Returned to BMW FS(6)
|
$962,009,572
|
$885,467,442
|
$138,978,530
|
($184,891,986)
|
($162,668,119)
|
|
Average Gain/(Loss) on ALG Residuals on Vehicles Returned to BMW FS(6)
|
$8,348
|
$6,637
|
$963
|
($1,111)
|
($987)
|
|
Total ALG Residual on Vehicles Returned to BMW FS
|
$3,059,953,647
|
$3,395,420,628
|
$3,792,840,639
|
$4,664,012,482
|
$4,516,301,472
|
|
Total Gain/(Loss) on ALG Residuals on Vehicles Returned to BMW FS as a Percentage of ALG Residuals of Returned Vehicles sold by BMW FS
|
31.4%
|
26.1%
|
3.7%
|
(4.0)%
|
(3.6)%
|
|
Total Gain/(Loss) on ALG Residuals on Vehicles Returned to BMW FS as a Percentage of ALG Residuals of Vehicles Scheduled to Terminate
|
19.1%
|
21.8%
|
3.0%
|
(3.5)%
|
(3.1)%
|
|
For the nine months ended
September 30,
|
||||||
2023
|
2022
|
|||||
Total Number of Vehicles Scheduled to Terminate
|
107,392
|
133,868
|
||||
Total Initial ALG Residual on Vehicles Scheduled to Terminate
|
$3,029,258,975
|
$3,610,763,700
|
||||
Number of Vehicles Returned to BMW FS(4)
|
74,879
|
85,599
|
||||
Number of Vehicles Going to Full Term(5)
|
86,115
|
108,519
|
||||
Vehicles Returned to BMW FS Ratio
|
70%
|
64%
|
||||
Total Gain/(Loss) on ALG Residuals on Vehicles Returned to BMW FS(6)
|
$555,656,437
|
$719,181,254
|
||||
Average Gain/(Loss) on ALG Residuals on Vehicles Returned to BMW FS(6)
|
$7,421
|
$8,402
|
||||
Total ALG Residual on Vehicles Returned to BMW FS
|
$2,089,117,580
|
$2,271,303,652
|
||||
Total Gain/(Loss) on ALG Residuals on Vehicles Returned to BMW FS as a Percentage of ALG Residuals of Returned Vehicles sold by BMW FS
|
26.6%
|
31.7%
|
||||
Total Gain/(Loss) on ALG Residuals on Vehicles Returned to BMW FS as a Percentage of ALG Residuals of Vehicles Scheduled to Terminate
|
18.3%
|
19.9%
|
• |
Available Funds remaining after (i) the Servicer has been paid the related Payment Date Advance Reimbursement and the Servicing Fee, and (ii) the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer have been paid all
fees, costs, expenses and indemnification amounts due to each such party (subject to an aggregate cap prior to the acceleration of the Notes), and
|
• |
the Reserve Fund Draw Amount, if any.
|
1. |
first, to the Class A-1 Notes until paid in full;
|
2. |
second, to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the aggregate outstanding principal amount of each such class of Notes, until each such class is paid in full;
|
3. |
third, to the Class A-3 Notes until paid in full; and
|
4. |
fourth, to the Class A-4 Notes until paid in full.
|
• |
first, pro rata, to the Indenture Trustee (in each of its capacities under the Transaction Documents), the Owner Trustee and the Asset Representations Reviewer, based on amounts due to each such
party, the amount of any fees, costs, expenses and indemnification amounts due to each such party pursuant to the terms of the Indenture, the Trust Agreement and the Asset Representations Review Agreement, respectively;
|
• |
second, to the Servicer for any Payment Date Advance Reimbursement;
|
• |
third, to the Servicer for amounts due in respect of unpaid Servicing Fees;
|
• |
fourth, to the Noteholders to pay due and unpaid interest, including any overdue interest and, to the extent permitted under applicable law, interest on any overdue interest at the related interest
rate, pro rata, based upon the aggregate amount of interest due to such Noteholders;
|
• |
fifth, to the holders of the Class A-1 Notes to pay due and unpaid principal on the Class A-1 Notes until paid in full;
|
• |
sixth, to the holders of the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes to pay due and unpaid principal on those classes of Notes, pro rata, based on the
aggregate outstanding principal amount of each such class, until paid in full; and
|
• |
seventh, to the Certificateholder, any remaining amounts.
|
• |
a Delinquency Trigger occurs; and
|
• |
the required amount of Noteholders vote to direct an Asset Representations Review.
|
• |
a trade confirmation,
|
• |
an account statement,
|
• |
a letter from a broker dealer that is acceptable to the Indenture Trustee or Administrator, as applicable, or
|
• |
any other form of documentation that is acceptable to the Indenture Trustee or the Administrator, as applicable.
|
• |
its experience with delinquency in its securitization transactions, and in its portfolio of Leases;
|
• |
its experience setting delinquency triggers in its private securitization programs;
|
• |
its observation that 60 or more days delinquency rates and cumulative losses in its securitization transactions increase over time; and
|
• |
its assessment of the amount of cumulative losses that would result in a greater risk of loss to noteholders of the most junior notes issued in its securitization transactions.
|
1. |
the Administrator advises the Indenture Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to those Notes and the Depositor, the Administrator or the Indenture
Trustee is unable to locate a qualified successor;
|
2. |
the Administrator, at its option, with the consent of the applicable DTC Participants, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through DTC; or
|
3. |
after the occurrence of an Event of Default with respect to the Notes, holders representing in the aggregate at least a majority of the outstanding principal amount of the Notes acting together as a single class, advise the Indenture Trustee
through DTC in writing that the continuation of a book-entry system through DTC (or its successor) with respect to those Notes is no longer in the best interests of the holders of those Notes.
|
(a) |
first, to the Servicer, the related Payment Date Advance Reimbursement;
|
(b) |
second, to the Servicer, the related Servicing Fee, together with any unpaid Servicing Fees from prior Collection Periods;
|
(c) |
third, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, the amount of any fees, costs, expenses and indemnification amounts due to each such party, pro rata, based
on amounts due to each such party, in an aggregate amount not to exceed $250,000 in any calendar year;
|
(d) |
fourth, to the Note Distribution Account, to pay interest due on each class of Notes outstanding on that Payment Date, and, to the extent permitted under applicable law, interest on any overdue
interest at the related interest rate;
|
(e) |
fifth, to the Note Distribution Account, the First Priority Principal Distribution Amount, which will be allocated to pay principal on the Notes in the amounts and order of priority described under “Description of the Notes—Principal” in this prospectus;
|
(f) |
sixth, to the Reserve Fund, the amount, if any, necessary to cause the amount on deposit in the Reserve Fund to equal the Reserve Fund Requirement;
|
(g) |
seventh, to the Note Distribution Account, the Regular Principal Distribution Amount, which will be allocated to pay principal on the Notes in the amounts and order of priority described under “Description of the Notes—Principal” in this prospectus;
|
(h) |
eighth, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, the amount of any fees, costs, expenses and indemnification amounts due to each such party and not paid in
clause (c) above, pro rata, based on amounts due to each such party; and
|
(i) |
ninth, to the Certificate Distribution Account, any remaining amounts.
|
• |
payments, to the extent necessary to cause the amount therein to equal the Reserve Fund Requirement, as described under “Payments on the Notes—Priority of Payments” in this prospectus; and
|
• |
income received on the investment of funds on deposit in the Reserve Fund.
|
• |
an amount equal to the Initial Deposit, or
|
• |
on any Payment Date occurring on or after the date on which the Note Balance has been reduced to zero, zero.
|
(1) |
0.04% ABS in month one, increasing by 0.03% (precisely 0.46%/15) ABS in each subsequent month until reaching 0.50% ABS in the 16th month of the life of the lease;
|
(2) |
0.50% ABS in month 16, increasing by 0.01% (precisely 0.20%/15) ABS in each subsequent month until reaching 0.70% ABS in the 31st month of the life of the lease;
|
(3) |
0.70% ABS in month 31, increasing by 0.08% (precisely 0.40%/5) ABS in each subsequent month until reaching 1.10% ABS in the 36th month of the life of the lease;
|
(4) |
1.10% ABS in months 36 and 37, decreasing to 0.75% in months 38 and 39; and
|
(5) |
0.50% ABS in month 40 and remain at that level until the Initial Lease Balance of the lease has been paid in full.
|
• |
the Specified Leases and Specified Vehicles have the characteristics set forth in this prospectus;
|
• |
all Monthly Payments are made in accordance with the cashflow schedule set forth in Appendix B to this prospectus;
|
• |
the ALG Residual Value for each Specified Vehicle is received on the maturity date of the related Specified Lease in accordance with the cashflow schedule set forth in Appendix B to this prospectus;
|
• |
all Monthly Payments are timely received and no Specified Lease is ever delinquent;
|
• |
the interest rate on the Class A-1 Notes is 5.744% based on an actual/360 day count, on the Class A-2a Notes is 5.43% based on a 30/360 day count, on the Class A-2b Notes is 6.094% based on an actual/360 day count, on the Class A-3 Notes is
5.20% based on a 30/360 day count, and on the Class A-4 Notes is 5.23% based on a 30/360 day count;
|
• |
the initial principal amount of each class of Notes is equal to its initial principal amount set forth on the front cover of this prospectus, except that the initial principal amount of the Class A-2a Notes is assumed to be $243,750,000 and
of the Class A-2b Notes is assumed to be $243,750,000;
|
• |
no Reallocation Payment is made in respect of any Specified Lease;
|
• |
there are no losses in respect of the Specified Leases;
|
• |
distributions of principal of and interest on the Notes are made on the 25th day of each month, whether or not the day is a Business Day;
|
• |
the Servicing Fee is 1.00% per annum of the outstanding Aggregate Securitization Value as of the first day of the related Collection Period; provided that, in the case of the first Payment Date, the Servicing Fee will be an amount equal to
the sum of (a) the product of 1/12 and 1.00% of the Aggregate Securitization Value as of the Cutoff Date and (b) the product of 1/12 and 1.00% of the Aggregate Securitization Value as of the close of business on January 31, 2024;
|
• |
the aggregate amount of fees, costs, expenses and indemnification amounts payable to the Indenture Trustee, Owner Trustee and the Asset Representations Reviewer on each Payment Date is equal to $916.67, commencing in March 2024;
|
• |
the Reserve Fund is funded with an amount equal to the Initial Deposit and no income is earned;
|
• |
all prepayments are prepayments in full; and
|
• |
the Closing Date is February 14, 2024.
|
Payment Date
|
0%
|
50%
|
75%
|
100%
|
150%
|
200%
|
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
March 2024
|
73.93%
|
71.65%
|
70.49%
|
69.32%
|
66.93%
|
64.48%
|
April 2024
|
61.58%
|
58.03%
|
56.23%
|
54.40%
|
50.66%
|
46.82%
|
May 2024
|
49.10%
|
44.20%
|
41.71%
|
39.17%
|
33.99%
|
28.66%
|
June 2024
|
37.08%
|
30.72%
|
27.46%
|
24.15%
|
17.39%
|
10.41%
|
July 2024
|
23.37%
|
15.53%
|
11.52%
|
7.44%
|
0.00%
|
0.00%
|
August 2024
|
10.08%
|
0.72%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
September 2024
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
Weighted Average Life to Maturity (years)(2)
|
0.33
|
0.30
|
0.29
|
0.28
|
0.25
|
0.24
|
Weighted Average Life to Call (years)(2)(3)
|
0.33
|
0.30
|
0.29
|
0.28
|
0.25
|
0.24
|
(2) |
The weighted average life of the Class A-1 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and
(c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).
|
(3) |
The weighted average life to call assumes that an Optional Purchase occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii) before giving effect to any payment of principal required to be made on that
Payment Date.
|
Payment Date
|
0%
|
50%
|
75%
|
100%
|
150%
|
200%
|
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
March 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
April 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
May 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
June 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
July 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
99.63%
|
96.17%
|
August 2024
|
100.00%
|
100.00%
|
98.37%
|
96.41%
|
92.39%
|
88.23%
|
September 2024
|
98.79%
|
94.42%
|
92.17%
|
89.88%
|
85.16%
|
80.25%
|
October 2024
|
93.36%
|
88.37%
|
85.80%
|
83.17%
|
77.76%
|
72.12%
|
November 2024
|
88.20%
|
82.59%
|
79.69%
|
76.74%
|
70.64%
|
64.25%
|
December 2024
|
82.48%
|
76.28%
|
73.07%
|
69.80%
|
63.02%
|
55.92%
|
January 2025
|
76.11%
|
69.34%
|
65.85%
|
62.27%
|
54.85%
|
47.06%
|
February 2025
|
69.86%
|
62.55%
|
58.76%
|
54.89%
|
46.84%
|
38.36%
|
March 2025
|
63.32%
|
55.50%
|
51.44%
|
47.28%
|
38.62%
|
29.49%
|
April 2025
|
56.80%
|
48.48%
|
44.16%
|
39.72%
|
30.48%
|
20.70%
|
May 2025
|
50.58%
|
41.77%
|
37.19%
|
32.49%
|
22.67%
|
12.25%
|
June 2025
|
44.13%
|
34.87%
|
30.05%
|
25.09%
|
14.73%
|
3.70%
|
July 2025
|
37.90%
|
28.20%
|
23.14%
|
17.94%
|
7.04%
|
0.00%
|
August 2025
|
31.96%
|
21.84%
|
16.55%
|
11.10%
|
0.00%
|
0.00%
|
September 2025
|
26.05%
|
15.53%
|
10.02%
|
4.34%
|
0.00%
|
0.00%
|
October 2025
|
19.62%
|
8.75%
|
3.06%
|
0.00%
|
0.00%
|
0.00%
|
November 2025
|
12.58%
|
1.43%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
December 2025
|
6.60%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
January 2026
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
Weighted Average Life to Maturity (years)(2)
|
1.33
|
1.22
|
1.17
|
1.12
|
1.03
|
0.95
|
Weighted Average Life to Call (years)(2)(3)
|
1.33
|
1.22
|
1.17
|
1.12
|
1.03
|
0.95
|
(1) |
Percentages assume that no Optional Purchase occurs.
|
(2) |
The weighted average lives of the Class A-2a Notes and Class A-2b Notes are determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated,
(b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).
|
(3) |
The weighted average life to call assumes that an Optional Purchase occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii) before giving effect to any payment of principal required to be made on that
Payment Date.
|
Payment Date
|
0%
|
50%
|
75%
|
100%
|
150%
|
200%
|
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
March 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
April 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
May 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
June 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
July 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
August 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
September 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
October 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
November 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
December 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
January 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
February 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
March 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
April 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
May 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
June 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
July 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
95.40%
|
August 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
99.67%
|
87.43%
|
September 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
92.40%
|
79.56%
|
October 2025
|
100.00%
|
100.00%
|
100.00%
|
97.17%
|
84.77%
|
71.39%
|
November 2025
|
100.00%
|
100.00%
|
95.58%
|
89.52%
|
76.73%
|
62.89%
|
December 2025
|
100.00%
|
95.14%
|
89.11%
|
82.87%
|
69.65%
|
55.28%
|
January 2026
|
91.51%
|
80.31%
|
74.40%
|
68.26%
|
55.20%
|
40.86%
|
February 2026
|
80.00%
|
68.86%
|
62.95%
|
56.79%
|
43.55%
|
28.74%
|
March 2026
|
67.58%
|
56.60%
|
50.74%
|
44.58%
|
31.19%
|
15.72%
|
April 2026
|
53.44%
|
42.82%
|
37.10%
|
31.05%
|
17.62%
|
1.31%
|
May 2026
|
41.34%
|
30.99%
|
25.36%
|
19.35%
|
5.63%
|
0.00%
|
June 2026
|
27.18%
|
17.46%
|
12.13%
|
6.37%
|
0.00%
|
0.00%
|
July 2026
|
14.19%
|
5.36%
|
0.52%
|
0.00%
|
0.00%
|
0.00%
|
August 2026
|
0.82%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
September 2026
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
Weighted Average Life to Maturity (years)(2)
|
2.26
|
2.20
|
2.15
|
2.11
|
2.01
|
1.90
|
Weighted Average Life to Call (years)(2)(3)
|
2.26
|
2.20
|
2.15
|
2.11
|
2.01
|
1.90
|
(2) |
The weighted average life of the Class A-3 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and
(c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).
|
(3) |
The weighted average life to call assumes that an Optional Purchase occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii) before giving effect to any payment of principal required to be made on that
Payment Date.
|
Payment Date
|
0%
|
50%
|
75%
|
100%
|
150%
|
200%
|
Closing Date
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
March 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
April 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
May 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
June 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
July 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
August 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
September 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
October 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
November 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
December 2024
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
January 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
February 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
March 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
April 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
May 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
June 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
July 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
August 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
September 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
October 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
November 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
December 2025
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
January 2026
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
February 2026
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
March 2026
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
April 2026
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
May 2026
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
53.29%
|
June 2026
|
100.00%
|
100.00%
|
100.00%
|
100.00%
|
73.63%
|
3.13%
|
July 2026
|
100.00%
|
100.00%
|
100.00%
|
82.38%
|
37.01%
|
0.00%
|
August 2026
|
100.00%
|
73.82%
|
57.79%
|
40.54%
|
0.71%
|
0.00%
|
September 2026
|
34.06%
|
11.40%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
October 2026
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
Weighted Average Life to Maturity (years)(2)
|
2.64
|
2.60
|
2.58
|
2.55
|
2.46
|
2.33
|
Weighted Average Life to Call (years)(2)(3)
|
2.64
|
2.60
|
2.58
|
2.55
|
2.46
|
2.33
|
(2) |
The weighted average life of the Class A-4 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and
(c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).
|
(3) |
The weighted average life to call assumes that an Optional Purchase occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii) before giving effect to any payment of principal required to be made on that
Payment Date.
|
• |
Reports on Form 8-K (Current Report), including as exhibits thereto the Transaction Documents;
|
• |
Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related to the type of event;
|
• |
Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance, asset representations review and investor communication information required on Form 10-D, which are required to be filed 15
days following the related Payment Date;
|
• |
Reports on Form ABS-EE (Submission of Electronic Exhibits for Asset-Backed Securities), including as exhibits thereto monthly asset-level data for the related Collection Period and the Specified Leases, which exhibits will be incorporated by
reference into the related Form 10-D; and
|
• |
Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year, and the items required pursuant to Items 1122 and 1123 of Regulation AB of the Securities Act.
|
1. |
Immediately prior to the transfer of the SUBI Certificate, such party was the true and lawful owner of such SUBI Certificate;
|
2. |
Such party had the legal right to transfer the SUBI Certificate; and
|
3. |
Such party had good and valid title to the SUBI Certificate.
|
(a) |
direct obligations of, and obligations fully guaranteed as to the full and timely payment by, the United States of America;
|
(b) |
demand deposits, time deposits or certificates of deposit of any depository institution, including the Indenture Trustee acting in its commercial capacity or any affiliate of the Indenture Trustee, 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; 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 deposit or issuer rating acceptable to the Rating Agencies;
|
(c) |
repurchase obligations held by the Vehicle Trustee 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 (b) above;
|
(d) |
securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof, including the Indenture Trustee acting in its commercial capacity or any affiliate of the
Indenture Trustee, so long as at the time of such investment or contractual commitment providing for such investment either (i) the long-term, unsecured debt of such corporation has a rating acceptable to the Rating Agencies or (ii) the
commercial paper or other short-term debt of such corporation has a rating acceptable to the Rating Agencies;
|
(e) |
investments of proceeds maintained in sweep accounts, short-term asset management accounts and the like utilized for the commingled investment, on an overnight basis, of residual balances in investment accounts maintained at the Vehicle
Trustee or any affiliate thereof; and
|
(f) |
any other money market, common trust fund or obligation, or interest bearing or other security or investment (including those managed or advised by the Indenture Trustee or any affiliate thereof) which has a rating acceptable to the Rating
Agencies. Such investments in this subsection (f) may include money market mutual funds or common trust funds, including any fund for which U.S. Bank Trust Co., in its capacity other than as the Indenture Trustee, or an affiliate thereof
serves as an investment advisor,
|
administrator, shareholder, servicing agent, and/or custodian or subcustodian, notwithstanding that (x) U.S. Bank Trust Co., the Indenture Trustee or any affiliate thereof charges and collects fees and expenses from such funds for services
rendered, (y) U.S. Bank Trust Co., the Indenture Trustee or any affiliate thereof charges and collects fees and expenses for services rendered pursuant to the Indenture, and (z) services performed by the Indenture Trustee for such funds and
pursuant to the Indenture may converge at any time. U.S. Bank Trust Co. or an affiliate thereof is authorized under the Indenture to charge and collect from the Indenture Trustee such fees as are collected from all investors in such funds for
such services rendered to such funds (but not to exceed investment earnings thereon).
|
• |
Monthly Payments made by User-Lessees, net of Daily Advance Reimbursements;
|
• |
Reallocation Payments made by the Servicer;
|
• |
Sales Proceeds;
|
• |
Termination Proceeds;
|
• |
Recovery Proceeds;
|
• |
pull-ahead amounts described under “BMW FS’ Lease Financing Program—Extensions and Pull-Ahead Program” in this prospectus; and
|
• |
the price paid by the Servicer for certain Specified Leases and Specified Vehicles on or after the Maturity Dates of such Specified Vehicles.
|
• |
the maturity or other liquidation of the last Specified Lease and the disposition of the last Specified Vehicle;
|
• |
the final distribution of all funds or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture and the final distribution on the Certificates pursuant to the Trust Agreement; or
|
• |
the purchase by the Servicer or the termination of the pledge of the SUBI Certificate on any Payment Date on which either before or after giving effect to any payment of principal required to be made on that Payment Date, the Note Balance is
less than or equal to 5% of the sum of the Initial Note Balance.
|
• |
the name of the requesting Noteholder or Verified Note Owner;
|
• |
the date the request was received;
|
• |
a statement that the Administrator has received the request, and that the Noteholder or Verified Note Owner is interested in communicating with other Noteholders and Note Owners about the possible exercise of rights under the Transaction
Documents; and
|
• |
a description of the method by which the other Noteholders and Note Owners may contact the requesting Noteholder or Verified Note Owner.
|
1. |
change:
|
• |
the due date of any installment of principal of or interest on that Note or reduce the principal amount of that Note;
|
• |
the interest rate for that Note or the redemption price for that Note;
|
• |
provisions of the Indenture relating to the application of collections on, or proceeds of a sale of, the Trust Estate to payments of principal and interest on the Note; or
|
• |
any place of payment where or the coin or currency in which that Note or any interest on that Note is payable;
|
2. |
impair the right to institute suit for the enforcement of specified provisions of the Indenture regarding payment;
|
3. |
reduce the percentage of the aggregate amount of the outstanding Notes, the consent of the holders of which is required for any supplemental indenture or any waiver of compliance with specified provisions of the Indenture or of specified
defaults and their consequences as provided for in the Indenture;
|
4. |
modify or alter the provisions of the Indenture regarding the voting of Notes held by the Issuing Entity, the Administrator, the Depositor or an affiliate of any of them;
|
5. |
reduce the percentage of the aggregate outstanding principal amount of Notes, the consent of the holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be
insufficient to pay the principal amount of and accrued but unpaid interest on the outstanding Notes;
|
6. |
reduce the percentage of the aggregate outstanding principal amount of Notes required to amend the sections of the Indenture that specify the applicable percentages of aggregate principal amount of the Notes necessary to amend the Indenture
or other specified agreements; or
|
7. |
permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any of the collateral for that Note or, except as otherwise permitted or contemplated in the Indenture, terminate the lien of the
Indenture on any of the collateral or deprive the holder of any Note of the security afforded by the lien of the Indenture.
|
1. |
to correct or amplify the description of any property at any time subject to the lien of the Indenture, or better to assure, convey or confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of the
Indenture, or to subject additional property to the lien of the Indenture;
|
2. |
to evidence the succession, in compliance with the applicable provisions of the Indenture, of another Person to the Issuing Entity and the assumption by any such successor of the covenants of the Issuing Entity contained in the Indenture and
in the Notes;
|
3. |
to add to the covenants of the Issuing Entity for the benefit of the Noteholders or to surrender any right or power under the Indenture conferred upon the Issuing Entity;
|
4. |
to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
|
5. |
to cure any ambiguity, correct or supplement any provision in the Indenture or in any supplemental indenture that may be defective or inconsistent with any other provision in the Indenture or in any supplemental indenture or make any other
provisions with respect to matters or questions arising under the Indenture or in any supplemental indenture that shall not be inconsistent with the provisions of the Indenture; provided that such other provisions shall not adversely affect the
interests of the Noteholders, as evidenced by an officer’s certificate of the Issuing Entity;
|
6. |
to evidence and provide for the acceptance of the appointment under the Indenture by a successor trustee with respect to the Notes or to add to or change any of the provisions of the Indenture as shall be
|
necessary to facilitate the administration of the trusts under the Indenture by more than one trustee, pursuant to the requirements set forth therein; or
|
7. |
to modify, eliminate or add to the provisions of the Indenture to the extent necessary to effect the qualification of such Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other
provisions as may be expressly required by the TIA;
|
• |
such action will not materially adversely affect the interests of any Noteholder, as evidenced by an officer’s certificate of the Issuing Entity;
|
• |
the Rating Agency Condition has been satisfied with respect thereto; and
|
• |
an opinion of counsel as to certain tax matters is delivered.
|
• |
a default for five days or more in the payment of interest on the Notes when the same becomes due and payable;
|
• |
a default in the payment of principal of a class of Notes on the related Final Scheduled Payment Date or on the Payment Date fixed for redemption of the Notes;
|
• |
a default in the observance or performance in any material respect of any covenant or agreement of the Issuing Entity made in the Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere
specifically dealt with), or any representation or warranty of the Issuing Entity made in the Indenture or in any certificate or writing delivered under the Indenture proves to have been incorrect in any material respect at the time made, and
the continuation of that default for a period of 30 days after written notice thereof is given to the Issuing Entity by the Indenture Trustee or to the Issuing Entity and the Indenture Trustee by the holders of not less than 25% of the
aggregate principal amount of the Notes; or
|
• |
certain events of bankruptcy, insolvency, receivership or liquidation of the Issuing Entity.
|
• |
the Issuing Entity has deposited with the Indenture Trustee an amount sufficient to pay (1) all interest on and principal of the Notes as if the Event of Default giving rise to that declaration had not occurred and (2) all amounts advanced
by the Indenture Trustee and its costs and expenses, and
|
• |
all Events of Default (other than the nonpayment of principal of the Notes that has become due solely due to that acceleration) have been cured or waived.
|
• |
100% of the Noteholders consent thereto;
|
• |
the proceeds of that sale are sufficient to pay in full the principal of and the accrued interest on all outstanding Notes; or
|
• |
the Indenture Trustee determines that the Trust Estate would not be sufficient on an ongoing basis to make all required payments of principal and interest on the Notes when due and payable and the Indenture Trustee obtains the consent of
holders of at least 66 2/3% of the aggregate principal amount of the outstanding Notes.
|
• |
that Noteholder previously has given the Indenture Trustee written notice of a continuing Event of Default,
|
• |
Noteholders holding not less than 25% of the aggregate principal amount of the outstanding Notes, voting together as a single class, have made written request of the Indenture Trustee to institute that proceeding in its own name as Indenture
Trustee under the Indenture,
|
• |
the Noteholder has offered the Indenture Trustee indemnity satisfactory to it,
|
• |
the Indenture Trustee has for 60 days failed to institute that proceeding, and
|
• |
no direction inconsistent with that written request has been given to the Indenture Trustee during that 60 day period by Noteholders holding a majority of the aggregate principal amount of the outstanding Notes.
|
1. |
the entity formed by or surviving the consolidation or merger is organized under the laws of the United States or any state and meets certain requirements set forth in the Indenture; and
|
2. |
the Indenture Trustee provides each Rating Agency rating the Notes with written notice of any such merger or consolidation within 30 days of such consolidation or merger.
|
• |
except as expressly permitted by the Indenture, the Transaction Documents or other specified documents, sell, transfer, exchange or otherwise dispose of any of the assets of the Issuing Entity unless directed to do so by the Indenture
Trustee;
|
• |
claim any credit on or make any deduction from the principal of and interest payable on the Notes (other than amounts withheld under the Internal Revenue Code of 1986, as amended or applicable state law) or assert any claim against any
present or former holder of those notes because of the payment of taxes levied or assessed upon the Issuing Entity;
|
• |
except as expressly permitted by the Transaction Documents, dissolve or liquidate in whole or in part;
|
• |
permit the validity or effectiveness of the Indenture to be impaired or permit any person to be released from any covenants or obligations under the Indenture except as may be expressly permitted by the Indenture;
|
• |
permit any lien or other encumbrance (other than the lien of the Indenture) to be created on or extend to or otherwise arise upon or burden the assets of the Issuing Entity or any part of the Issuing Entity, or any interest in the assets of
the Issuing Entity or the proceeds of those assets; or
|
• |
assume, incur or guarantee any indebtedness other than the Notes or as expressly permitted by the Indenture or the Transaction Documents.
|
• |
the Servicer under the Servicing Agreement or the SUBI Trust Agreement;
|
• |
the Administrator under the Trust Agreement, the Administration Agreement or the Indenture;
|
• |
the Depositor under the SUBI Certificate Transfer Agreement, the Trust Agreement or the Back-up Security Agreement; or
|
• |
the Indenture Trustee under the Indenture.
|
Fee
|
Amount
|
Servicing Fee (1)
|
1.00% per annum of the outstanding Aggregate Securitization Value as of the first day of the related Collection Period; provided that in the case of the first Payment Date, the Servicing Fee will be an amount
equal to the sum of (a) the product of 1/12 and 1.00% of the Aggregate Securitization Value as of the Cutoff Date and (b) the product of 1/12 and 1.00% of the Aggregate Securitization Value as of the close of business on January 31, 2024.
|
Indenture Trustee Fee (2)
|
An annual fee equal to $3,000, payable on the Payment Date occurring in March of each year, commencing in 2025.
|
Owner Trustee Fee (2)
|
An annual fee equal to $3,000, payable on the Payment Date occurring in March of each year, commencing in 2025.
|
ARR Service Fee (2)
|
An annual fee equal to $5,000, payable on the Payment Date occurring in March of each year, commencing in 2025.
|
ARR Review Fee (2)
|
$175 per ARR Lease reviewed, in the event of an Asset Representations Review.
|
(1) |
To be paid before any amounts are distributed to Noteholders. A portion of the Servicing Fee will be paid to the Administrator as the administrator fee.
|
(2) |
Fees, costs, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer are to be paid before any amounts are distributed to Noteholders, subject to an aggregate cap equal
to $250,000 in any calendar year prior to the acceleration of the Notes. Amounts due to any such party in excess of such aggregate cap will be payable after distributions of principal and interest to the Noteholders on any Payment Date prior
to the acceleration of the Notes. After the acceleration of the Notes, all fees, costs, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer are to be paid before any
amounts are distributed to Noteholders, without application of any cap on such amounts.
|
(a) |
the amount of Collections allocable to the SUBI Certificate for the related Collection Period;
|
(b) |
the amount of Available Funds for the related Collection Period;
|
(c) |
the amount of interest accrued with respect to each class of Notes for the related accrual period, including the Benchmark and the interest rate for the related accrual period with respect to the Class A-2b Notes;
|
(d) |
the aggregate Note Balance of the Notes, before and after giving effect to distributions on such Payment Date;
|
(e) |
the aggregate amount of Collections deposited into the Note Distribution Account and the Certificate Distribution Account, respectively;
|
(f) |
the amount on deposit in the Reserve Fund before and after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date, the Reserve Fund Requirement for such Payment Date and the related Reserve Fund Deposit
Amount, if any, and the Reserve Fund Draw Amount, if any, for such Payment Date;
|
(g) |
the amount being distributed to the Noteholders on such Payment Date (the “Note Distribution Amount”);
|
(h) |
the amount of the Note Distribution Amount allocable each class of the Notes;
|
(i) |
the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for such Payment Date;
|
(j) |
the Note Factor for each class of Notes, after giving effect to the distribution of the Note Distribution Amount;
|
(k) |
the amount, if any, by which the net proceeds from the sale of Specified Vehicles during the related Collection Period are less than the aggregate ALG Residual Values of the Specified Leases (“Residual Value
Losses”);
|
(l) |
the amount of Sales Proceeds Advances and Monthly Payment Advances included in Available Funds;
|
(m) |
the Payment Date Advance Reimbursement for such Payment Date and the amount of Daily Advance Reimbursements included therein;
|
(n) |
the Certificate Distribution Amount for such Payment Date;
|
(o) |
the Servicing Fee for such Payment Date;
|
(p) |
amounts due and payable to each of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, before and after giving effect to distributions on such Payment Date;
|
(q) |
notice of the making of any SOFR Adjustment Conforming Changes; and
|
(r) |
notice of the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, the determination of a Benchmark Replacement, the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment and the making of
any Benchmark Replacement Conforming Changes.
|
(a) |
any failure by the Servicer to deliver to (1) the Vehicle Trustee for distribution to holders of interests in the UTI, the 2024-1 SUBI or any Other SUBI, (2) the Indenture Trustee for distribution to the noteholders or (3) the Owner Trustee
for distribution to the Certificateholders, any required payment, which failure continues unremedied for five business days after (i) discovery thereof by an officer of the Servicer or (ii) receipt by the Servicer of notice thereof from the
Indenture Trustee, the Owner Trustee or the Noteholders evidencing not less than a majority of the aggregate principal amount of the outstanding Notes, voting together as a single class;
|
(b) |
any failure by the Servicer to duly observe or perform in any material respect any other of its covenants or agreements in the Servicing Agreement, which failure materially and adversely affects the rights of a holder of the SUBI Certificate
or the Noteholders, as applicable, and which continues unremedied for 90 days after (i) receipt by the Servicer of written notice thereof given by the Indenture Trustee or the Noteholders as described in clause (a) above or (ii) such default
becomes known to the Servicer;
|
(c) |
any representation, warranty or statement of the Servicer made in the Servicing Agreement, any other Transaction Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant
to the Servicing Agreement shall prove to be incorrect in any material respect when made, which failure materially and adversely affects the rights of holders of interests in the 2024-1 SUBI or the Noteholders, as applicable, and which failure
continues unremedied for 90 days after (i) receipt by the Servicer of written notice thereof given by the Indenture Trustee or the Noteholders as described in clause (a) above or (ii) such default becomes known to the Servicer;
|
(d) |
the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, or another present or future federal or state bankruptcy, insolvency
or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the
Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or
|
(e) |
the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the
failure by the Servicer generally to pay its
|
debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing;
|
• |
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;
|
• |
the preparation of definitive securities in accordance with the instructions of the applicable clearing agency;
|
• |
the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture;
|
• |
the maintenance of an office for registration of transfer or exchange of the Notes;
|
• |
the duty to cause newly appointed paying agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust;
|
• |
the direction to the Indenture Trustee to deposit monies with paying agents, if any, other than the Indenture Trustee;
|
• |
the obtaining and preservation of the Issuing Entity’s qualifications to do business in each state where such qualification is required,
|
• |
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 Trust Estate;
|
• |
the delivery of the opinion of counsel on the closing date and the annual delivery of opinions of counsel as to the Trust Estate, and the annual delivery of the officer’s certificate and certain other statements as to compliance with the
Indenture;
|
• |
the notification of the Indenture Trustee and the Rating Agencies of each Servicer Default and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with
respect to the SUBI Assets, the taking of all reasonable steps available to remedy such failure;
|
• |
the notification of the Indenture Trustee, the Vehicle Trustee, the Owner Trustee and the Rating Agencies of each Event of Default under the Indenture;
|
• |
the monitoring of the Issuing Entity’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 and the independent certificate relating
thereto;
|
• |
the compliance with the Indenture with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default has occurred and is continuing;
|
• |
the preparation of all required documents and delivery to Noteholders of notice of the removal of the Indenture Trustee and the appointment of a successor indenture trustee;
|
• |
the opening of one or more accounts in the Issuing Entity’s name and the taking of all other actions necessary with respect to investment and reinvestment of funds in the accounts;
|
• |
the preparation of issuer requests, the obtaining of opinions of counsel, if necessary, and the certification to the Indenture Trustee with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices
with respect to such supplemental indentures;
|
• |
the duty to notify Noteholders and to make such notice available to the Rating Agencies of redemption of the Notes or to cause the Indenture Trustee to provide such notification pursuant to an Optional Purchase by the Servicer; and
|
• |
the preparation and delivery of all officer’s certificates, opinions of counsel and independent certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture.
|
• |
require the Issuing Entity, as assignee of the Depositor, to go through an administrative claims procedure to establish its rights to payments collected on the SUBI Certificate; or
|
• |
if the Vehicle Trust were a covered subsidiary, require the Issuing Entity as the owner of the SUBI Certificate or the Indenture Trustee as secured creditor with a security interest in the SUBI Certificate to go through an administrative
claims procedure to establish its rights to payments on the SUBI Certificate; or
|
• |
if the Issuing Entity were a covered subsidiary, require the Indenture Trustee to go through an administrative claims procedure to establish its rights to payments on the Notes; or
|
• |
request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against BMW FS or a covered subsidiary (including the UTI Beneficiary, the Vehicle Trust and the Issuing Entity); or
|
• |
repudiate BMW FS’ ongoing servicing obligations under the Servicing Agreement, such as its duty to collect and remit payments or otherwise service the leases and related leased vehicles; or
|
• |
prior to any such repudiation of the Servicing Agreement, prevent any of the Indenture Trustee or the Noteholders from appointing a successor Servicer; or
|
• |
repudiate the duties of the Vehicle Trust or the Vehicle Trustee under the SUBI Trust Agreement or any other agreements to which the Vehicle Trust is a party.
|
• |
the Vehicle Trust as debtor and the Indenture Trustee as assignee secured party;
|
• |
BMW LP as debtor and the Indenture Trustee as assignee secured party;
|
• |
the Depositor as debtor and the Indenture Trustee as assignee secured party; and
|
• |
the Issuing Entity as debtor and the Indenture Trustee as secured party.
|
• |
if there are multiple Certificate Owners as determined for U.S. federal income tax purposes, as a partnership for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by
income, with the assets of the partnership being the assets held by the Issuing Entity, the partners of the partnership being the Certificate Owners, and the Notes being debt of the partnership, or
|
• |
if a single beneficial owner owns all of the Certificates as determined for U.S. federal income tax purposes, as an entity disregarded as separate from the Certificate Owner for purposes of U.S. federal, state and applicable local income and
franchise tax and any other tax measured in whole or in part by income, with the assets of the Issuing Entity and the Notes treated as assets and indebtedness of the Certificate Owner, respectively.
|
(a) |
interest paid to a Non-U.S. Note Owner would be exempt from U.S. federal withholding taxes (including backup withholding taxes), provided the Note Owner complies with applicable certification requirements (and neither actually or
constructively owns 10% or more of the voting stock of the Depositor or Issuing Entity nor is a controlled foreign corporation with respect to the Depositor or Issuing Entity nor is an individual who ceased being a U.S. citizen or long-term
resident for tax avoidance purposes). Applicable certification requirements will be satisfied if there is delivered (and updated and re-executed as required) to a securities clearing organization (or bank or other financial institution that
holds Notes on behalf of the customer in the ordinary course of its trade or business), (i) IRS Form W-8BEN (or, for entities, IRS Form W-8BEN-E) signed under penalty of perjury by the beneficial owner of the Notes (or such owner’s agent with
legal authority to sign) stating that the holder is not a U.S. Person and providing such holder’s name and address, (ii) IRS Form W-8BEN (or, for entities, IRS Form W-8BEN-E) signed by the beneficial owner of the Notes (or such owner’s agent
with legal authority to sign) claiming exemption from withholding under an applicable tax treaty or (iii) IRS Form W-8ECI signed by the beneficial owner of the Notes (or, for an entity, an authorized representative or officer of such owner with
legal authority to sign) claiming exception from withholding of tax on income connected with the conduct of a trade or business in the United States; provided that in any such case (x) the applicable form is delivered pursuant to applicable
procedures and is properly transmitted to the U.S. entity otherwise required to withhold tax and (y) none of the entities receiving the form has actual knowledge that the holder is a U.S. Person or that any certification on the form is false;
|
(b) |
a Non-U.S. Note Owner who is a nonresident alien or foreign corporation will not be subject to U.S. federal income tax on gain realized on the sale, exchange or redemption of such Note provided that (i) such gain is not effectively connected
to a trade or business carried on by the Non-U.S. Note Owner in the United States, (ii) in the case of a Non-U.S. Note Owner that is an individual, such individual neither is present in the United States for 183 days or more during the taxable
year in which such sale, exchange or redemption occurs, nor ceased being a U.S. citizen or long-term resident for tax avoidance purposes and (iii) in the case of gain representing accrued interest, the conditions described in clause (a) are
satisfied; and
|
(c) |
a Note held by an individual who at the time of death is a nonresident alien will not be subject to U.S. federal estate tax as a result of such individual’s death if, immediately before their death (i) the individual did not actually or
constructively own 10% or more of the voting stock of the Depositor, (ii) the holding of such Note was not effectively connected with the conduct by the decedent of a trade or business in the United States and (iii) the individual did not cease
being a U.S. citizen or long-term resident for tax avoidance purposes.
|
Underwriter
|
Class A-1
Notes
|
Class A-2a
Notes
|
Class A-2b
Notes
|
Class A-3
Notes
|
Class A-4
Notes
|
|||||
Barclays Capital Inc.
|
$97,500,000
|
$145,000,000
|
$98,750,000
|
$243,750,000
|
$65,000,000
|
|||||
Citigroup Global Markets Inc.
|
43,875,000
|
65,250,000
|
44,438,000
|
109,687,000
|
29,250,000
|
|||||
Mizuho Securities USA LLC
|
43,875,000
|
65,250,000
|
44,438,000
|
109,687,000
|
29,250,000
|
|||||
BNP Paribas Securities Corp.
|
4,875,000
|
7,250,000
|
4,937,000
|
12,188,000
|
3,250,000
|
|||||
Credit Agricole Securities (USA) Inc.
|
4,875,000
|
7,250,000
|
4,937,000
|
12,188,000
|
3,250,000
|
|||||
Total
|
$195,000,000
|
$290,000,000
|
$197,500,000
|
$487,500,000
|
$130,000,000
|
Class of Notes
|
Selling Concession
|
Reallowance Discount
|
Class A-1
|
0.0210%
|
0.0105%
|
Class A-2a
|
0.0936%
|
0.0468%
|
Class A-2b
|
0.0936%
|
0.0468%
|
Class A-3
|
0.1260%
|
0.0630%
|
Class A-4
|
0.1500%
|
0.0750%
|
(a) |
the expression “EU 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; 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.
|
(a) |
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 Issuing Entity or the
Depositor; and
|
(b) |
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom (the “UK”).
|
(a) |
the expression “UK 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 the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”), and as amended; or
|
(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 the domestic law of the UK by virtue of the EUWA, and as amended; or
|
(iii) |
not a qualified investor, as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of the domestic law of the UK 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.
|
Term | Page(s) |
2024-1 SUBI
|
42
|
AAA
|
94
|
ABS
|
103
|
Actuarial Payoff
|
68
|
Administration Agreement
|
44
|
Administrator
|
44
|
Advance
|
113
|
Aggregate Securitization Value
|
67
|
ALG Residual Value
|
75
|
ARR Fee
|
54
|
ARR Review Fee
|
54
|
ARR Service Fee
|
54
|
Asset Representations Review
|
91
|
Asset Representations Review Agreement
|
53
|
Available Funds
|
99
|
Available Funds Shortfall Amount
|
99
|
Bank SUBI
|
56
|
Bankruptcy Code
|
134
|
Benchmark
|
86
|
Benchmark Replacement
|
86
|
Benchmark Replacement Adjustment
|
86
|
Benchmark Replacement Conforming Changes
|
87
|
Benchmark Replacement Date
|
87
|
Benchmark Transition Event
|
87
|
Benefit Plan
|
152
|
BMW Facility Partners
|
56
|
BMW FS
|
47
|
BMW LP
|
42
|
BMW NA
|
64
|
Business Day
|
54
|
Centers
|
42
|
Certificate Distribution Account
|
112
|
Certificate Owners
|
146
|
Certificateholders
|
42
|
Certificates
|
42
|
chattel paper
|
140
|
Clayton
|
53
|
Clearstream, Luxembourg
|
96, A-1
|
Clearstream, Luxembourg Participants
|
96
|
Closing Date
|
43
|
Code
|
145
|
Collateral
|
46
|
Collection Period
|
99
|
Collections
|
113
|
Compounded SOFR
|
85
|
Contingent and Excess Liability Insurance
|
63
|
Contract Residual Value
|
75
|
Corresponding Tenor
|
87
|
COVID-19
|
30
|
Term |
Page(s) |
CPO
|
65
|
CSSF
|
98
|
Cutoff Date
|
66
|
Daily Advance Reimbursement
|
113
|
Dealer Agreement
|
60
|
Defaulted Lease
|
77
|
Defaulted Vehicle
|
116
|
Definitive Notes
|
83
|
Delinquency Trigger
|
91
|
Delinquency Trigger Percentage
|
93
|
Deposit Date
|
70
|
Depositaries
|
96
|
Depositor
|
42
|
Determination Date
|
99
|
Disposition Expenses
|
116
|
Dodd-Frank Act
|
137
|
DOL
|
153
|
DSTs
|
52
|
DTC
|
A-1
|
DTC Participants
|
97
|
Due Date
|
61
|
Early Termination Cost
|
68
|
Early Termination Lease
|
65
|
EEA
|
155
|
Eligible Institution
|
112
|
End of Lease Term Liability
|
116
|
ERISA
|
152
|
EU
|
27
|
EU Affected Investors
|
156
|
EU Due Diligence Requirements
|
156
|
EU retail investor
|
155
|
EU Securitization Regulations
|
156
|
EUWA
|
156
|
Event of Default
|
119
|
Excess Mileage Payments
|
63
|
Excess Wear and Use Payments
|
63
|
Exchange Act
|
46
|
Expected Final Payment Date
|
88
|
FATCA
|
151
|
FDIC
|
137
|
FDIC Counsel
|
138
|
FICO Score
|
71
|
Final Scheduled Payment Date
|
88
|
First Priority Principal Distribution Amount
|
89
|
FRBNY
|
85
|
FRBNY’s Website
|
85
|
FSMA
|
156
|
FTC
|
34
|
Global Securities
|
A-1
|
Indenture
|
43
|
Indenture Trustee
|
43
|
Indirect DTC Participants
|
97
|
Initial Asset-Level Data
|
81
|
Initial Deposit
|
102
|
Initial Lease Balance
|
67
|
Initial Note Balance
|
42
|
Insolvency Laws
|
134
|
Insurance Proceeds
|
116
|
Investor-Based Exemption
|
153
|
IRS
|
145
|
ISDA Definitions
|
87
|
ISDA Fallback Adjustment
|
88
|
ISDA Fallback Rate
|
88
|
Issuer SUBI Certificate Transfer Agreement
|
66
|
Issuing Entity
|
42
|
Lease Balance
|
67
|
Lease Default
|
68
|
Lease Rate
|
67
|
Leased Vehicles
|
55
|
Leases
|
55
|
Lemon Law
|
143
|
Liquidated Lease
|
76
|
Matured Vehicle
|
116
|
Maturity Date
|
67
|
MiFID II
|
155
|
Monthly Payment
|
67
|
Monthly Payment Advance
|
113
|
New Lease Incentives
|
65
|
Non-U.S. Person
|
A-3
|
Note Balance
|
89
|
Note Distribution Account
|
112
|
Note Distribution Amount
|
127
|
Note Factor
|
109
|
Noteholders
|
42
|
Notes
|
42
|
NRSRO
|
41
|
OLA
|
137
|
Optional Purchase
|
114
|
Optional Purchase Price
|
115
|
Other SUBI
|
42
|
Other SUBI Assets
|
56
|
Other SUBI Certificates
|
56
|
Overcollateralization Target Amount
|
101
|
Owner Trustee
|
43
|
Paying Agent
|
43
|
Payment Date
|
54
|
Payment Date Advance Reimbursement
|
100
|
Permitted Investments
|
111
|
Plan
|
152
|
Plan Assets Regulation
|
153
|
Preliminary Pool
|
82
|
Prepayment Assumption
|
103
|
Principal Distribution Amount
|
88
|
PTCE
|
153
|
Purchase Option Price
|
67
|
Rating Agencies
|
43
|
Rating Agency
|
43
|
Rating Agency Condition
|
43
|
Reallocation Payment
|
69
|
Receivables
|
46
|
Record Date
|
83
|
Recovery Proceeds
|
116
|
Redemption Price
|
115
|
Reference Time
|
84
|
Regular Principal Distribution Amount
|
89
|
Regulations
|
145
|
Relevant Governmental Body
|
88
|
Relief Act
|
143
|
Rent Charge
|
67
|
Requesting Noteholders
|
91
|
Reserve Fund
|
101
|
Reserve Fund Draw Amount
|
102
|
Reserve Fund Requirement
|
102
|
Residual Value Loss Vehicle
|
100
|
Residual Value Losses
|
127
|
RMBS
|
52
|
Rule 193 Information
|
82
|
Sales Proceeds
|
116
|
Sales Proceeds Advance
|
113
|
SEC
|
50
|
Securities
|
42
|
Securities Act
|
109
|
Securities Intermediary
|
101
|
Securitization Rate
|
76
|
Securitization Value
|
76
|
Securityholders
|
42
|
Servicer
|
44
|
Servicer Default
|
129
|
Servicing Agreement
|
44
|
Servicing Fee
|
114
|
SOFR Adjustment Conforming Changes
|
85
|
SOFR Determination Date
|
84
|
SOFR Rate
|
84
|
Specified Leases
|
42
|
Specified Vehicles
|
42
|
Sponsor
|
44
|
Student Loans
|
52
|
SUBI Assets
|
42
|
SUBI Certificate
|
42
|
SUBI Certificate Transfer Agreement
|
66
|
SUBI Collection Account
|
111
|
SUBI Supplement
|
66
|
SUBI Trust Agreement
|
66
|
SUBIs
|
42
|
Targeted Note Balance
|
89
|
Termination Proceeds
|
116
|
Total Loss Payoff
|
116
|
Transaction Documents
|
44
|
Transportation Act
|
36
|
Trust Agreement
|
43
|
Trust Estate
|
44
|
Trustees
|
51
|
U.S. Bank
|
51
|
U.S. Bank N.A.
|
51
|
U.S. Bank Trust Co.
|
51
|
U.S. Government Securities Business Day
|
85
|
UCC
|
59
|
UK
|
156
|
UK Affected Investors
|
157
|
UK Due Diligence Requirements
|
157
|
UK retail investor
|
156
|
UK Securitization Regulation
|
156
|
Unadjusted Benchmark Replacement
|
88
|
User-Lessee
|
45
|
UTI
|
42
|
UTI Assets
|
56
|
UTI Beneficiary
|
42
|
UTI Certificates
|
56
|
Vehicle Trust
|
42
|
Vehicle Trust Agreement
|
55
|
Vehicle Trust Assets
|
55
|
Vehicle Trustee
|
55
|
Verified Note Owner
|
91
|
WTNA
|
51
|
• |
“net credit gain (loss)” means, for any period, the aggregate amount by which any recoveries in respect of a Defaulted Lease are greater than (less than) any outstanding contractual payment obligations in respect of such lease.
|
• |
“net residual gain (loss)” means, for any period, the aggregate amount by which the aggregate of Sales Proceeds and Termination Proceeds collected with respect to any leased vehicles during such period are greater than (less than) the
aggregate ALG Residual Values of such leases.
|
BMW Vehicle Lease Trust 2019-1
|
|||||||||
Static Pool Data
|
|||||||||
Delinquency and Loss Experience
|
|||||||||
Composition of Original Pool
|
|||||||||
|
|
|
|
|
|
|
|||
Closing Date
|
March 20, 2019
|
|
Original Term to Maturity
|
|
|||||
Cutoff Date
|
January 31, 2019
|
|
|
Weighted Average Original Term to Maturity*
|
36
|
||||
Number of Specified Leases
|
34,978
|
|
|
Maximum Term to Maturity
|
36
|
||||
Aggregate Securitization Value
|
$1,164,823,328
|
|
|
Minimum Term to Maturity
|
24
|
||||
Aggregate ALG Residual Value
|
$845,495,318
|
||||||||
Aggregate ALG Residual Value as a percentage of Aggregate Securitization Value
|
72.59%
|
||||||||
|
|
|
|
||||||
|
Remaining Term to Maturity
|
|
|||||||
|
|
|
|
Weighted Average Remaining Term to Maturity*
|
23
|
||||
Securitization Value of Specified Leases
|
|
|
Maximum Remaining Term to Maturity
|
35
|
|||||
Average Securitization Value
|
$33,302
|
|
Minimum Remaining Term to Maturity
|
6
|
|||||
Highest Securitization Value
|
$139,206
|
Composition of Top 5 States
|
|
||||||
Lowest Securitization Value
|
$15,160
|
|
California
|
14.55%
|
|||||
|
|
Florida
|
13.69%
|
||||||
ALG Residual Value
|
New Jersey
|
13.24%
|
|||||||
Average Residual Value
|
$24,172
|
New York
|
13.04%
|
||||||
Highest Residual Value
|
$66,764
|
Texas
|
5.73%
|
||||||
Lowest Residual Value
|
$12,756
|
||||||||
Weighted Average FICO*
|
789
|
||||||||
Percentage New and Used Composition
|
|
|
|
||||||
New
|
100%
|
|
|
|
|||||
|
|
|
|
|
|
||||
|
|
|
|
|
|||||
*Weighted by Securitization Value as of the Cutoff Date.
|
|
|
|
|
Month
|
Date
|
31-60
Days Delinquent ($)
|
Number of Leases 31-60 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
61-90
Days
Delinquent
($)
|
Number of Leases 61-90 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
91-120
Days Delinquent ($)
|
Number of Leases 91-120 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
121-150 Days Delinquent ($)
|
Number of Leases 121-150 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
151+
Days Delinquent ($)
|
Number of Leases 151+ Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
60+
Days
Delinquent
($)
|
% by $
of Ending Aggregate Securitization Value
|
1
|
3/31/2019
|
$1,003,784
|
31
|
0.09%
|
$104,827
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$104,827
|
0.01%
|
2
|
4/30/2019
|
$518,256
|
18
|
0.05%
|
$197,026
|
5
|
0.02%
|
$29,532
|
1
|
0.00%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$226,558
|
0.02%
|
3
|
5/31/2019
|
$1,324,619
|
43
|
0.12%
|
$141,162
|
5
|
0.01%
|
$114,566
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$255,728
|
0.02%
|
4
|
6/30/2019
|
$1,890,554
|
56
|
0.18%
|
$335,697
|
9
|
0.03%
|
$62,864
|
2
|
0.01%
|
$112,137
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$510,697
|
0.05%
|
5
|
7/31/2019
|
$1,938,084
|
57
|
0.19%
|
$383,444
|
12
|
0.04%
|
$67,199
|
1
|
0.01%
|
$35,977
|
1
|
0.00%
|
$0
|
0
|
0.00%
|
$486,620
|
0.05%
|
6
|
8/31/2019
|
$2,319,319
|
66
|
0.23%
|
$286,509
|
9
|
0.03%
|
$113,741
|
3
|
0.01%
|
$130,655
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$530,905
|
0.05%
|
7
|
9/30/2019
|
$2,412,877
|
70
|
0.24%
|
$642,378
|
18
|
0.06%
|
$131,192
|
5
|
0.01%
|
$94,528
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$868,098
|
0.09%
|
8
|
10/31/2019
|
$2,610,796
|
78
|
0.27%
|
$619,309
|
21
|
0.06%
|
$276,280
|
7
|
0.03%
|
$46,347
|
2
|
0.00%
|
$0
|
0
|
0.00%
|
$941,936
|
0.10%
|
9
|
11/30/2019
|
$2,810,256
|
87
|
0.30%
|
$637,774
|
20
|
0.07%
|
$222,521
|
8
|
0.02%
|
$68,423
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$928,718
|
0.10%
|
10
|
12/31/2019
|
$2,800,945
|
85
|
0.31%
|
$750,431
|
26
|
0.08%
|
$279,481
|
8
|
0.03%
|
$68,232
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$1,098,143
|
0.12%
|
11
|
1/31/2020
|
$2,303,599
|
78
|
0.27%
|
$622,657
|
20
|
0.07%
|
$290,176
|
10
|
0.03%
|
$104,730
|
3
|
0.01%
|
$0
|
0
|
0.00%
|
$1,017,563
|
0.12%
|
12
|
2/29/2020
|
$2,144,104
|
69
|
0.26%
|
$483,475
|
18
|
0.06%
|
$125,549
|
3
|
0.02%
|
$52,771
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$661,795
|
0.08%
|
13
|
3/31/2020
|
$2,953,417
|
95
|
0.37%
|
$557,464
|
18
|
0.07%
|
$80,473
|
3
|
0.01%
|
$93,775
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$731,712
|
0.09%
|
14
|
4/30/2020
|
$2,567,653
|
84
|
0.33%
|
$844,173
|
25
|
0.11%
|
$280,024
|
9
|
0.04%
|
$79,374
|
3
|
0.01%
|
$0
|
0
|
0.00%
|
$1,203,571
|
0.16%
|
15
|
5/31/2020
|
$2,810,852
|
99
|
0.38%
|
$673,219
|
23
|
0.09%
|
$452,334
|
14
|
0.06%
|
$212,041
|
5
|
0.03%
|
$0
|
0
|
0.00%
|
$1,337,594
|
0.18%
|
16
|
6/30/2020
|
$2,971,269
|
105
|
0.43%
|
$832,434
|
28
|
0.12%
|
$310,243
|
9
|
0.04%
|
$388,045
|
11
|
0.06%
|
$0
|
0
|
0.00%
|
$1,530,722
|
0.22%
|
17
|
7/31/2020
|
$3,101,168
|
106
|
0.48%
|
$1,337,080
|
45
|
0.21%
|
$281,040
|
9
|
0.04%
|
$145,443
|
4
|
0.02%
|
$0
|
0
|
0.00%
|
$1,763,563
|
0.27%
|
18
|
8/31/2020
|
$2,271,654
|
83
|
0.38%
|
$1,407,936
|
50
|
0.23%
|
$350,775
|
11
|
0.06%
|
$244,151
|
8
|
0.04%
|
$0
|
0
|
0.00%
|
$2,002,862
|
0.33%
|
19
|
9/30/2020
|
$1,984,817
|
70
|
0.36%
|
$853,981
|
29
|
0.15%
|
$860,721
|
32
|
0.15%
|
$98,390
|
3
|
0.02%
|
$0
|
0
|
0.00%
|
$1,813,092
|
0.33%
|
20
|
10/31/2020
|
$2,363,248
|
90
|
0.46%
|
$937,974
|
33
|
0.18%
|
$516,429
|
17
|
0.10%
|
$498,816
|
19
|
0.10%
|
$0
|
0
|
0.00%
|
$1,953,219
|
0.38%
|
21
|
11/30/2020
|
$1,991,836
|
74
|
0.42%
|
$651,577
|
23
|
0.14%
|
$399,903
|
15
|
0.09%
|
$393,224
|
13
|
0.08%
|
$0
|
0
|
0.00%
|
$1,444,704
|
0.31%
|
22
|
12/31/2020
|
$1,607,419
|
60
|
0.38%
|
$681,515
|
26
|
0.16%
|
$320,077
|
11
|
0.08%
|
$282,287
|
10
|
0.07%
|
$0
|
0
|
0.00%
|
$1,283,880
|
0.31%
|
23
|
1/31/2021
|
$925,267
|
35
|
0.24%
|
$555,196
|
21
|
0.15%
|
$229,919
|
8
|
0.06%
|
$198,267
|
6
|
0.05%
|
$0
|
0
|
0.00%
|
$983,382
|
0.26%
|
24
|
2/28/2021
|
$755,385
|
27
|
0.22%
|
$270,919
|
10
|
0.08%
|
$283,583
|
11
|
0.08%
|
$172,869
|
5
|
0.05%
|
$0
|
0
|
0.00%
|
$727,370
|
0.21%
|
25
|
3/31/2021
|
$891,231
|
36
|
0.31%
|
$269,488
|
9
|
0.09%
|
$148,681
|
6
|
0.05%
|
$154,342
|
5
|
0.05%
|
$0
|
0
|
0.00%
|
$572,511
|
0.20%
|
26
|
4/30/2021
|
$605,493
|
23
|
0.24%
|
$423,129
|
16
|
0.17%
|
$124,788
|
4
|
0.05%
|
$56,951
|
2
|
0.02%
|
$0
|
0
|
0.00%
|
$604,868
|
0.24%
|
27
|
5/31/2021
|
$593,640
|
25
|
0.28%
|
$241,975
|
10
|
0.11%
|
$158,687
|
6
|
0.07%
|
$72,351
|
2
|
0.03%
|
$0
|
0
|
0.00%
|
$473,014
|
0.22%
|
Month
|
Date
|
End
of Period Aggregate Securitization Value
($)
|
Cumulative
Net Credit Gain/(Loss)
($)
|
% by $
of Original Aggregate Securitization Value
|
Cumulative
Net Residual Gain/(Loss)
($)
|
% by $
of Original Aggregate Securitization Value
|
Prepayments
($)
|
1
|
3/31/2019
|
$1,130,055,496
|
$(2,423)
|
0.00%
|
$1,649,659
|
0.14%
|
$3,539,944
|
2
|
4/30/2019
|
$1,111,133,942
|
$(2,423)
|
0.00%
|
$2,871,246
|
0.25%
|
$2,888,848
|
3
|
5/31/2019
|
$1,091,432,825
|
$(2,980)
|
0.00%
|
$4,255,673
|
0.37%
|
$2,926,606
|
4
|
6/30/2019
|
$1,071,941,357
|
$(7,502)
|
0.00%
|
$5,261,552
|
0.45%
|
$1,801,564
|
5
|
7/31/2019
|
$1,047,544,609
|
$(6,160)
|
0.00%
|
$6,868,587
|
0.59%
|
$3,162,961
|
6
|
8/31/2019
|
$1,018,543,002
|
$(23,113)
|
0.00%
|
$8,623,888
|
0.74%
|
$3,209,920
|
7
|
9/30/2019
|
$990,912,431
|
$(34,943)
|
0.00%
|
$10,267,710
|
0.88%
|
$2,529,433
|
8
|
10/31/2019
|
$960,869,032
|
$(42,654)
|
0.00%
|
$11,822,795
|
1.01%
|
$2,829,392
|
9
|
11/30/2019
|
$930,854,742
|
$(53,662)
|
0.00%
|
$12,861,284
|
1.10%
|
$2,393,672
|
10
|
12/31/2019
|
$894,423,005
|
$(76,023)
|
-0.01%
|
$13,716,753
|
1.18%
|
$2,559,980
|
11
|
1/31/2020
|
$855,717,979
|
$(82,321)
|
-0.01%
|
$14,830,056
|
1.27%
|
$3,954,843
|
12
|
2/29/2020
|
$821,388,717
|
$(105,654)
|
-0.01%
|
$15,697,642
|
1.35%
|
$2,726,285
|
13
|
3/31/2020
|
$789,999,678
|
$(109,500)
|
-0.01%
|
$17,155,422
|
1.47%
|
$2,462,821
|
14
|
4/30/2020
|
$770,329,890
|
$(104,119)
|
-0.01%
|
$17,847,630
|
1.53%
|
$1,566,375
|
15
|
5/31/2020
|
$737,593,461
|
$(131,863)
|
-0.01%
|
$18,596,852
|
1.60%
|
$1,957,833
|
16
|
6/30/2020
|
$689,624,960
|
$(133,617)
|
-0.01%
|
$21,322,520
|
1.83%
|
$2,721,224
|
17
|
7/31/2020
|
$644,719,955
|
$(131,985)
|
-0.01%
|
$26,564,648
|
2.28%
|
$2,801,137
|
18
|
8/31/2020
|
$601,877,672
|
$(131,186)
|
-0.01%
|
$33,779,003
|
2.90%
|
$1,959,140
|
19
|
9/30/2020
|
$556,425,551
|
$(203,299)
|
-0.02%
|
$42,332,355
|
3.63%
|
$1,702,076
|
20
|
10/31/2020
|
$512,139,237
|
$(202,501)
|
-0.02%
|
$51,350,742
|
4.41%
|
$2,513,768
|
21
|
11/30/2020
|
$470,264,539
|
($180,433)
|
-0.02%
|
$59,706,231
|
5.13%
|
$1,938,257
|
22
|
12/31/2020
|
$419,026,581
|
($212,321)
|
-0.02%
|
$69,838,350
|
6.00%
|
$2,193,211
|
23
|
1/31/2021
|
$378,276,500
|
($279,299)
|
-0.02%
|
$76,779,559
|
6.59%
|
$2,175,929
|
24
|
2/28/2021
|
$338,710,321
|
($294,385)
|
-0.03%
|
$82,608,134
|
7.09%
|
$1,425,292
|
25
|
3/31/2021
|
$290,206,070
|
($394,906)
|
-0.03%
|
$90,950,783
|
7.81%
|
$1,948,762
|
26
|
4/30/2021
|
$248,544,701
|
($412,202)
|
-0.04%
|
$100,566,554
|
8.63%
|
$1,817,792
|
27
|
5/31/2021
|
$212,969,626
|
($341,386)
|
-0.03%
|
$110,503,694
|
9.49%
|
$1,520,404
|
BMW Vehicle Lease Trust 2021-1
|
|||||||||
Static Pool Data
|
|||||||||
Delinquency and Loss Experience
|
|||||||||
Composition of Original Pool
|
|||||||||
|
|
|
|
|
|
|
|||
Closing Date
|
March 10, 2021
|
|
Original Term to Maturity
|
|
|||||
Cutoff Date
|
January 31, 2021
|
|
|
Weighted Average Original Term to Maturity*
|
36
|
||||
Number of Specified Leases
|
37,869
|
|
|
Maximum Term to Maturity
|
36
|
||||
Aggregate Securitization Value
|
$1,456,027,970
|
|
|
Minimum Term to Maturity
|
24
|
||||
Aggregate ALG Residual Value
|
$1,020,604,261
|
||||||||
Aggregate ALG Residual Value as a percentage of Aggregate Securitization Value
|
70.10%
|
||||||||
|
|
|
|
||||||
|
Remaining Term to Maturity
|
|
|||||||
|
|
|
|
Weighted Average Remaining Term to Maturity*
|
24
|
||||
Securitization Value of Specified Leases
|
|
|
Maximum Remaining Term to Maturity
|
35
|
|||||
Average Securitization Value
|
$38,449
|
|
Minimum Remaining Term to Maturity
|
6
|
|||||
Highest Securitization Value
|
$144,111
|
Composition of Top 5 States
|
|
||||||
Lowest Securitization Value
|
$15,030
|
|
California
|
14.03%
|
|||||
|
|
Florida
|
13.51%
|
||||||
ALG Residual Value
|
New York
|
12.89%
|
|||||||
Average Residual Value
|
$26,951
|
New Jersey
|
12.14%
|
||||||
Highest Residual Value
|
$69,941
|
Texas
|
6.18%
|
||||||
Lowest Residual Value
|
$12,896
|
||||||||
Weighted Average FICO*
|
792
|
||||||||
Percentage New and Used Composition
|
|
|
|
||||||
New
|
100%
|
|
|
|
|||||
|
|
|
|
|
|
||||
|
|
|
|
|
|||||
*Weighted by Securitization Value as of the Cutoff Date.
|
|
|
|
|
Month
|
Date
|
31-60
Days Delinquent ($)
|
Number of Leases 31-60 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
61-90
Days
Delinquent
($)
|
Number of Leases 61-90 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
91-120
Days Delinquent ($)
|
Number of Leases 91-120 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
121-150 Days Delinquent ($)
|
Number of Leases 121-150 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
151+
Days Delinquent ($)
|
Number of Leases 151+ Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
60+
Days
Delinquent
($)
|
% by $
of Ending Aggregate Securitization Value
|
1
|
3/31/2021
|
$863,694
|
20
|
0.06%
|
$157,914
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$157,914
|
0.01%
|
2
|
4/30/2021
|
$1,057,213
|
28
|
0.08%
|
$195,455
|
3
|
0.01%
|
$116,467
|
1
|
0.01%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$311,922
|
0.02%
|
3
|
5/31/2021
|
$1,194,818
|
31
|
0.09%
|
$120,120
|
3
|
0.01%
|
$67,531
|
1
|
0.00%
|
$114,661
|
1
|
0.01%
|
$0
|
0
|
0.00%
|
$302,312
|
0.02%
|
4
|
6/30/2021
|
$785,748
|
21
|
0.06%
|
$29,148
|
1
|
0.00%
|
$86,137
|
2
|
0.01%
|
$66,599
|
1
|
0.01%
|
$0
|
0
|
0.00%
|
$181,884
|
0.01%
|
5
|
7/31/2021
|
$834,816
|
23
|
0.07%
|
$133,433
|
3
|
0.01%
|
$33,625
|
1
|
0.00%
|
$83,521
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$250,578
|
0.02%
|
6
|
8/31/2021
|
$1,351,487
|
34
|
0.11%
|
$147,798
|
4
|
0.01%
|
$33,105
|
1
|
0.00%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$180,903
|
0.01%
|
7
|
9/30/2021
|
$1,022,055
|
30
|
0.09%
|
$252,285
|
8
|
0.02%
|
$93,051
|
3
|
0.01%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$345,336
|
0.03%
|
8
|
10/31/2021
|
$1,387,058
|
43
|
0.12%
|
$349,603
|
10
|
0.03%
|
$69,004
|
3
|
0.01%
|
$66,284
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$484,890
|
0.04%
|
9
|
11/30/2021
|
$1,313,760
|
38
|
0.12%
|
$302,338
|
9
|
0.03%
|
$90,973
|
3
|
0.01%
|
$49,923
|
2
|
0.00%
|
$0
|
0
|
0.00%
|
$443,234
|
0.04%
|
10
|
12/31/2021
|
$1,407,538
|
41
|
0.13%
|
$411,872
|
10
|
0.04%
|
$94,719
|
3
|
0.01%
|
$58,627
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$565,217
|
0.05%
|
11
|
1/31/2022
|
$1,597,065
|
46
|
0.16%
|
$532,159
|
15
|
0.05%
|
$177,246
|
5
|
0.02%
|
$75,275
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$784,680
|
0.08%
|
12
|
2/28/2022
|
$1,025,399
|
30
|
0.10%
|
$426,559
|
13
|
0.04%
|
$202,834
|
6
|
0.02%
|
$90,440
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$719,833
|
0.07%
|
13
|
3/31/2022
|
$1,623,752
|
47
|
0.17%
|
$434,058
|
12
|
0.05%
|
$214,965
|
6
|
0.02%
|
$91,488
|
3
|
0.01%
|
$0
|
0
|
0.00%
|
$740,511
|
0.08%
|
14
|
4/30/2022
|
$1,420,480
|
44
|
0.16%
|
$442,400
|
13
|
0.05%
|
$270,570
|
7
|
0.03%
|
$22,394
|
1
|
0.00%
|
$0
|
0
|
0.00%
|
$735,364
|
0.08%
|
15
|
5/31/2022
|
$1,181,123
|
37
|
0.14%
|
$473,266
|
14
|
0.06%
|
$224,002
|
5
|
0.03%
|
$84,281
|
3
|
0.01%
|
$0
|
0
|
0.00%
|
$781,550
|
0.09%
|
16
|
6/30/2022
|
$1,455,803
|
46
|
0.19%
|
$502,309
|
15
|
0.06%
|
$231,344
|
7
|
0.03%
|
$164,575
|
3
|
0.02%
|
$0
|
0
|
0.00%
|
$898,228
|
0.12%
|
17
|
7/31/2022
|
$1,651,736
|
50
|
0.23%
|
$603,844
|
19
|
0.08%
|
$153,765
|
5
|
0.02%
|
$125,197
|
4
|
0.02%
|
$0
|
0
|
0.00%
|
$882,806
|
0.12%
|
18
|
8/31/2022
|
$1,514,971
|
50
|
0.22%
|
$693,739
|
19
|
0.10%
|
$257,222
|
6
|
0.04%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$950,961
|
0.14%
|
19
|
9/30/2022
|
$1,400,280
|
43
|
0.22%
|
$326,922
|
11
|
0.05%
|
$435,010
|
10
|
0.07%
|
$163,418
|
4
|
0.03%
|
$0
|
0
|
0.00%
|
$925,350
|
0.15%
|
20
|
10/31/2022
|
$1,396,386
|
45
|
0.24%
|
$543,309
|
14
|
0.09%
|
$118,518
|
4
|
0.02%
|
$226,573
|
5
|
0.04%
|
$0
|
0
|
0.00%
|
$888,400
|
0.15%
|
21
|
11/30/2022
|
$1,209,514
|
41
|
0.22%
|
$684,895
|
18
|
0.12%
|
$149,732
|
4
|
0.03%
|
$57,676
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$892,302
|
0.16%
|
22
|
12/31/2022
|
$1,646,370
|
57
|
0.32%
|
$619,147
|
18
|
0.12%
|
$395,378
|
11
|
0.08%
|
$81,885
|
2
|
0.02%
|
$0
|
0
|
0.00%
|
$1,096,410
|
0.22%
|
23
|
1/31/2023
|
$1,242,950
|
41
|
0.27%
|
$831,450
|
27
|
0.18%
|
$165,206
|
5
|
0.04%
|
$176,058
|
5
|
0.04%
|
$0
|
0
|
0.00%
|
$1,172,714
|
0.25%
|
24
|
2/28/2023
|
$1,098,825
|
39
|
0.26%
|
$592,329
|
20
|
0.14%
|
$425,191
|
14
|
0.10%
|
$95,649
|
2
|
0.02%
|
$0
|
0
|
0.00%
|
$1,113,169
|
0.26%
|
25
|
3/31/2023
|
$1,274,972
|
44
|
0.33%
|
$399,561
|
13
|
0.10%
|
$167,820
|
7
|
0.04%
|
$177,268
|
6
|
0.05%
|
$0
|
0
|
0.00%
|
$744,650
|
0.19%
|
26
|
4/30/2023
|
$1,219,078
|
38
|
0.35%
|
$455,885
|
16
|
0.13%
|
$145,599
|
6
|
0.04%
|
$45,773
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$647,257
|
0.19%
|
27
|
5/31/2023
|
$1,291,206
|
42
|
0.43%
|
$421,405
|
15
|
0.14%
|
$224,800
|
9
|
0.07%
|
$36,687
|
1
|
0.01%
|
$0
|
0
|
0.00%
|
$682,892
|
0.23%
|
28
|
6/30/2023
|
$592,458
|
23
|
0.23%
|
$498,796
|
17
|
0.19%
|
$128,727
|
4
|
0.05%
|
$107,436
|
4
|
0.04%
|
$0
|
0
|
0.00%
|
$734,960
|
0.28%
|
Month
|
Date
|
End
of Period Aggregate Securitization Value
($)
|
Cumulative
Net Credit Gain/(Loss)
($)
|
% by $
of Original Aggregate Securitization Value
|
Cumulative
Net Residual Gain/(Loss)
($)
|
% by $
of Original Aggregate Securitization Value
|
Prepayments
($)
|
1
|
3/31/2021
|
$1,406,572,221
|
$0
|
0.00%
|
$3,575,250
|
0.25%
|
$7,342,050
|
2
|
4/30/2021
|
$1,379,852,435
|
$0
|
0.00%
|
$6,689,823
|
0.46%
|
$5,506,151
|
3
|
5/31/2021
|
$1,350,776,019
|
$1,009
|
0.00%
|
$10,859,813
|
0.75%
|
$6,770,432
|
4
|
6/30/2021
|
$1,315,599,600
|
$1,009
|
0.00%
|
$17,401,424
|
1.20%
|
$10,327,078
|
5
|
7/31/2021
|
$1,278,038,545
|
$1,009
|
0.00%
|
$24,535,102
|
1.69%
|
$8,762,714
|
6
|
8/31/2021
|
$1,238,106,491
|
$3,271
|
0.00%
|
$33,119,666
|
2.27%
|
$8,695,338
|
7
|
9/30/2021
|
$1,197,483,260
|
$4,470
|
0.00%
|
$42,121,035
|
2.89%
|
$7,983,546
|
8
|
10/31/2021
|
$1,156,491,960
|
$4,470
|
0.00%
|
$51,591,765
|
3.54%
|
$8,628,908
|
9
|
11/30/2021
|
$1,114,109,079
|
$4,495
|
0.00%
|
$61,702,905
|
4.24%
|
$9,219,810
|
10
|
12/31/2021
|
$1,067,571,979
|
$4,520
|
0.00%
|
$73,241,245
|
5.03%
|
$10,661,456
|
11
|
1/31/2022
|
$1,026,542,499
|
($28,773)
|
0.00%
|
$82,441,971
|
5.66%
|
$9,392,876
|
12
|
2/28/2022
|
$983,573,547
|
($28,773)
|
0.00%
|
$91,865,921
|
6.31%
|
$8,205,360
|
13
|
3/31/2022
|
$932,856,907
|
($28,773)
|
0.00%
|
$104,271,776
|
7.16%
|
$8,587,875
|
14
|
4/30/2022
|
$884,565,198
|
($28,773)
|
0.00%
|
$114,121,724
|
7.84%
|
$6,567,792
|
15
|
5/31/2022
|
$831,788,880
|
($44,210)
|
0.00%
|
$126,441,829
|
8.68%
|
$7,038,252
|
16
|
6/30/2022
|
$779,759,831
|
($44,210)
|
0.00%
|
$138,636,742
|
9.52%
|
$6,367,830
|
17
|
7/31/2022
|
$730,874,907
|
($42,151)
|
0.00%
|
$150,043,756
|
10.31%
|
$5,463,517
|
18
|
8/31/2022
|
$681,919,081
|
($64,655)
|
0.00%
|
$161,831,993
|
11.11%
|
$6,355,061
|
19
|
9/30/2022
|
$634,779,454
|
($50,586)
|
0.00%
|
$172,977,589
|
11.88%
|
$5,745,979
|
20
|
10/31/2022
|
$591,508,574
|
($39,450)
|
0.00%
|
$183,410,999
|
12.60%
|
$5,307,612
|
21
|
11/30/2022
|
$550,042,025
|
($61,722)
|
0.00%
|
$192,292,401
|
13.21%
|
$3,716,892
|
22
|
12/31/2022
|
$507,703,412
|
($61,600)
|
0.00%
|
$201,852,850
|
13.86%
|
$4,384,058
|
23
|
1/31/2023
|
$467,079,283
|
($61,600)
|
0.00%
|
$211,221,894
|
14.51%
|
$4,115,589
|
24
|
2/28/2023
|
$426,973,040
|
($113,113)
|
-0.01%
|
$220,608,063
|
15.15%
|
$3,254,909
|
25
|
3/31/2023
|
$382,220,553
|
($141,996)
|
-0.01%
|
$231,624,978
|
15.91%
|
$5,496,717
|
26
|
4/30/2023
|
$344,995,433
|
($135,590)
|
-0.01%
|
$240,619,835
|
16.53%
|
$4,287,353
|
27
|
5/31/2023
|
$301,095,750
|
($135,590)
|
-0.01%
|
$251,420,299
|
17.27%
|
$4,212,097
|
28
|
6/30/2023
|
$258,478,421
|
($105,632)
|
-0.01%
|
$261,194,763
|
17.94%
|
$3,041,517
|
BMW Vehicle Lease Trust 2021-2
|
|||||||||
Static Pool Data
|
|||||||||
Delinquency and Loss Experience
|
|||||||||
Composition of Original Pool
|
|||||||||
|
|
|
|
|
|
|
|||
Closing Date
|
September 15, 2021
|
|
Original Term to Maturity
|
|
|||||
Cutoff Date
|
July 31, 2021
|
|
|
Weighted Average Original Term to Maturity*
|
36
|
||||
Number of Specified Leases
|
36,213
|
|
|
Maximum Term to Maturity
|
36
|
||||
Aggregate Securitization Value
|
$1,456,027,959
|
|
|
Minimum Term to Maturity
|
24
|
||||
Aggregate ALG Residual Value
|
$1,021,574,809
|
||||||||
Aggregate ALG Residual Value as a percentage of Aggregate Securitization Value
|
70.16%
|
||||||||
|
|
|
|
||||||
|
Remaining Term to Maturity
|
|
|||||||
|
|
|
|
Weighted Average Remaining Term to Maturity*
|
25
|
||||
Securitization Value of Specified Leases
|
|
|
Maximum Remaining Term to Maturity
|
35
|
|||||
Average Securitization Value
|
$40,207
|
|
Minimum Remaining Term to Maturity
|
6
|
|||||
Highest Securitization Value
|
$151,356
|
Composition of Top 5 States
|
|
||||||
Lowest Securitization Value
|
$17,576
|
|
California
|
14.52%
|
|||||
|
|
Florida
|
14.10%
|
||||||
ALG Residual Value
|
New York
|
12.63%
|
|||||||
Average Residual Value
|
$28,210
|
New Jersey
|
11.77%
|
||||||
Highest Residual Value
|
$69,941
|
Texas
|
6.59%
|
||||||
Lowest Residual Value
|
$14,737
|
|
|||||||
Weighted Average FICO*
|
790
|
||||||||
Percentage New and Used Composition
|
|
|
|
||||||
New
|
100%
|
|
|
|
|||||
|
|
|
|
|
|
||||
|
|
|
|
|
|||||
*Weighted by Securitization Value as of the Cutoff Date.
|
|
|
|
|
Month
|
Date
|
31-60
Days Delinquent ($)
|
Number of Leases 31-60 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
61-90
Days
Delinquent
($)
|
Number of Leases 61-90 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
91-120
Days Delinquent ($)
|
Number of Leases 91-120 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
121-150 Days Delinquent ($)
|
Number of Leases 121-150 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
151+
Days Delinquent ($)
|
Number of Leases 151+ Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
60+
Days
Delinquent
($)
|
% by $
of Ending Aggregate Securitization Value
|
1
|
9/30/2021
|
$1,441,255
|
36
|
0.10%
|
$41,808
|
1
|
0.00%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$41,808
|
0.00%
|
2
|
10/31/2021
|
$2,134,309
|
53
|
0.16%
|
$252,681
|
7
|
0.02%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$252,681
|
0.02%
|
3
|
11/30/2021
|
$1,717,083
|
42
|
0.13%
|
$609,393
|
15
|
0.05%
|
$78,656
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$688,049
|
0.05%
|
4
|
12/31/2021
|
$2,109,618
|
49
|
0.16%
|
$256,081
|
7
|
0.02%
|
$316,723
|
8
|
0.02%
|
$77,617
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$650,420
|
0.05%
|
5
|
1/31/2022
|
$2,061,904
|
50
|
0.16%
|
$586,226
|
11
|
0.05%
|
$244,429
|
6
|
0.02%
|
$178,986
|
4
|
0.01%
|
$0
|
0
|
0.00%
|
$1,009,641
|
0.08%
|
6
|
2/28/2022
|
$2,083,432
|
52
|
0.17%
|
$368,558
|
7
|
0.03%
|
$527,002
|
10
|
0.04%
|
$167,270
|
4
|
0.01%
|
$0
|
0
|
0.00%
|
$1,062,830
|
0.09%
|
7
|
3/31/2022
|
$2,129,822
|
54
|
0.18%
|
$744,095
|
17
|
0.06%
|
$362,870
|
7
|
0.03%
|
$193,694
|
3
|
0.02%
|
$0
|
0
|
0.00%
|
$1,300,659
|
0.11%
|
8
|
4/30/2022
|
$1,593,297
|
37
|
0.14%
|
$601,986
|
15
|
0.05%
|
$364,171
|
9
|
0.03%
|
$218,007
|
3
|
0.02%
|
$0
|
0
|
0.00%
|
$1,184,164
|
0.11%
|
9
|
5/31/2022
|
$1,628,337
|
42
|
0.15%
|
$537,494
|
12
|
0.05%
|
$196,792
|
6
|
0.02%
|
$102,761
|
3
|
0.01%
|
$0
|
0
|
0.00%
|
$837,047
|
0.08%
|
10
|
6/30/2022
|
$1,906,832
|
47
|
0.19%
|
$562,782
|
16
|
0.05%
|
$244,907
|
6
|
0.02%
|
$174,835
|
4
|
0.02%
|
$0
|
0
|
0.00%
|
$982,525
|
0.10%
|
11
|
7/31/2022
|
$2,194,393
|
57
|
0.22%
|
$695,838
|
18
|
0.07%
|
$125,913
|
5
|
0.01%
|
$32,475
|
1
|
0.00%
|
$0
|
0
|
0.00%
|
$854,226
|
0.09%
|
12
|
8/31/2022
|
$1,922,423
|
53
|
0.21%
|
$642,153
|
17
|
0.07%
|
$194,783
|
4
|
0.02%
|
$123,977
|
5
|
0.01%
|
$0
|
0
|
0.00%
|
$960,914
|
0.10%
|
13
|
9/30/2022
|
$1,750,284
|
53
|
0.20%
|
$797,591
|
19
|
0.09%
|
$300,546
|
7
|
0.03%
|
$51,470
|
1
|
0.01%
|
$0
|
0
|
0.00%
|
$1,149,606
|
0.13%
|
14
|
10/31/2022
|
$2,677,619
|
73
|
0.31%
|
$630,116
|
17
|
0.07%
|
$381,974
|
9
|
0.04%
|
$110,868
|
3
|
0.01%
|
$0
|
0
|
0.00%
|
$1,122,957
|
0.13%
|
15
|
11/30/2022
|
$2,203,981
|
62
|
0.27%
|
$686,191
|
21
|
0.08%
|
$282,801
|
8
|
0.03%
|
$174,969
|
3
|
0.02%
|
$0
|
0
|
0.00%
|
$1,143,961
|
0.14%
|
16
|
12/31/2022
|
$2,082,192
|
60
|
0.27%
|
$1,009,605
|
29
|
0.13%
|
$413,552
|
11
|
0.05%
|
$53,702
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$1,476,858
|
0.19%
|
17
|
1/31/2023
|
$2,028,080
|
62
|
0.28%
|
$1,212,940
|
34
|
0.17%
|
$372,079
|
11
|
0.05%
|
$55,723
|
1
|
0.01%
|
$0
|
0
|
0.00%
|
$1,640,743
|
0.22%
|
18
|
2/28/2023
|
$2,243,694
|
70
|
0.32%
|
$950,205
|
30
|
0.14%
|
$400,099
|
11
|
0.06%
|
$118,424
|
4
|
0.02%
|
$0
|
0
|
0.00%
|
$1,468,728
|
0.21%
|
19
|
3/31/2023
|
$2,136,002
|
62
|
0.33%
|
$860,356
|
28
|
0.13%
|
$285,365
|
8
|
0.04%
|
$76,719
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$1,222,440
|
0.19%
|
20
|
4/30/2023
|
$2,481,352
|
76
|
0.41%
|
$693,225
|
20
|
0.11%
|
$199,548
|
6
|
0.03%
|
$139,141
|
3
|
0.02%
|
$0
|
0
|
0.00%
|
$1,031,914
|
0.17%
|
21
|
5/31/2023
|
$1,995,957
|
63
|
0.35%
|
$785,508
|
22
|
0.14%
|
$172,929
|
6
|
0.03%
|
$198,858
|
5
|
0.03%
|
$0
|
0
|
0.00%
|
$1,157,294
|
0.20%
|
22
|
6/30/2023
|
$2,017,069
|
60
|
0.38%
|
$591,709
|
18
|
0.11%
|
$336,459
|
11
|
0.06%
|
$57,539
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$985,707
|
0.19%
|
23
|
7/31/2023
|
$1,706,847
|
54
|
0.35%
|
$663,352
|
19
|
0.13%
|
$237,389
|
7
|
0.05%
|
$157,612
|
5
|
0.03%
|
$0
|
0
|
0.00%
|
$1,058,353
|
0.21%
|
24
|
8/31/2023
|
$1,457,138
|
43
|
0.32%
|
$660,023
|
20
|
0.15%
|
$360,400
|
9
|
0.08%
|
$24,167
|
1
|
0.01%
|
$0
|
0
|
0.00%
|
$1,044,589
|
0.23%
|
25
|
9/30/2023
|
$1,569,445
|
49
|
0.38%
|
$420,802
|
13
|
0.10%
|
$432,072
|
13
|
0.10%
|
$210,010
|
6
|
0.05%
|
$0
|
0
|
0.00%
|
$1,062,884
|
0.26%
|
26
|
10/31/2023
|
$1,550,301
|
48
|
0.42%
|
$308,222
|
10
|
0.08%
|
$193,757
|
6
|
0.05%
|
$266,689
|
9
|
0.07%
|
$0
|
0
|
0.00%
|
$768,668
|
0.21%
|
27
|
11/30/2023
|
$1,052,479
|
34
|
0.32%
|
$420,945
|
14
|
0.13%
|
$80,657
|
3
|
0.02%
|
$42,024
|
1
|
0.01%
|
$0
|
0
|
0.00%
|
$543,626
|
0.16%
|
28
|
12/31/2023
|
$1,423,622
|
43
|
0.50%
|
$432,989
|
16
|
0.15%
|
$171,252
|
6
|
0.06%
|
$26,842
|
1
|
0.01%
|
$0
|
0
|
0.00%
|
$631,083
|
0.22%
|
Month
|
Date
|
End
of Period Aggregate Securitization Value
($)
|
Cumulative
Net Credit Gain/(Loss)
($)
|
% by $
of Original Aggregate Securitization Value
|
Cumulative
Net Residual Gain/(Loss)
($)
|
% by $
of Original Aggregate Securitization Value
|
Prepayments
($)
|
1
|
9/30/2021
|
$1,397,636,507
|
($405)
|
0.00%
|
$7,794,313
|
0.54%
|
$17,224,781
|
2
|
10/31/2021
|
$1,366,124,655
|
($405)
|
0.00%
|
$12,436,106
|
0.85%
|
$9,202,479
|
3
|
11/30/2021
|
$1,334,002,375
|
$338
|
0.00%
|
$17,623,592
|
1.21%
|
$9,676,647
|
4
|
12/31/2021
|
$1,297,387,486
|
$711
|
0.00%
|
$24,452,224
|
1.68%
|
$11,055,541
|
5
|
1/31/2022
|
$1,258,435,963
|
$2,223
|
0.00%
|
$31,826,360
|
2.19%
|
$10,258,991
|
6
|
2/28/2022
|
$1,220,841,386
|
$2,223
|
0.00%
|
$38,409,608
|
2.64%
|
$7,794,611
|
7
|
3/31/2022
|
$1,171,836,097
|
$2,223
|
0.00%
|
$49,292,550
|
3.39%
|
$10,460,245
|
8
|
4/30/2022
|
$1,125,625,491
|
$4,103
|
0.00%
|
$57,409,711
|
3.94%
|
$9,443,433
|
9
|
5/31/2022
|
$1,077,176,699
|
$62,151
|
0.00%
|
$67,751,020
|
4.65%
|
$9,675,496
|
10
|
6/30/2022
|
$1,025,696,055
|
$62,151
|
0.00%
|
$79,120,981
|
5.43%
|
$8,815,915
|
11
|
7/31/2022
|
$978,947,385
|
$108,467
|
0.01%
|
$88,818,492
|
6.10%
|
$8,270,573
|
12
|
8/31/2022
|
$930,954,283
|
$111,046
|
0.01%
|
$99,351,932
|
6.82%
|
$9,817,643
|
13
|
9/30/2022
|
$889,558,354
|
$112,175
|
0.01%
|
$107,802,382
|
7.40%
|
$6,521,971
|
14
|
10/31/2022
|
$850,257,298
|
$90,046
|
0.01%
|
$116,223,942
|
7.98%
|
$6,072,384
|
15
|
11/30/2022
|
$813,092,357
|
$91,795
|
0.01%
|
$123,288,143
|
8.47%
|
$4,677,321
|
16
|
12/31/2022
|
$771,709,972
|
$73,450
|
0.01%
|
$131,764,752
|
9.05%
|
$5,629,874
|
17
|
1/31/2023
|
$731,773,853
|
$73,295
|
0.01%
|
$140,036,546
|
9.62%
|
$5,435,932
|
18
|
2/28/2023
|
$692,924,976
|
$73,323
|
0.01%
|
$148,145,629
|
10.17%
|
$4,863,231
|
19
|
3/31/2023
|
$650,334,699
|
$55,278
|
0.00%
|
$157,092,362
|
10.79%
|
$6,309,126
|
20
|
4/30/2023
|
$612,032,375
|
($44,983)
|
0.00%
|
$165,020,940
|
11.33%
|
$6,620,416
|
21
|
5/31/2023
|
$569,925,910
|
($71,572)
|
0.00%
|
$173,928,011
|
11.95%
|
$6,644,780
|
22
|
6/30/2023
|
$527,837,341
|
($78,959)
|
-0.01%
|
$182,472,698
|
12.53%
|
$6,676,242
|
23
|
7/31/2023
|
$492,888,474
|
($123,291)
|
-0.01%
|
$188,935,944
|
12.98%
|
$4,507,536
|
24
|
8/31/2023
|
$450,099,438
|
($192,865)
|
-0.01%
|
$197,045,621
|
13.53%
|
$5,050,200
|
25
|
9/30/2023
|
$412,406,340
|
($152,227)
|
-0.01%
|
$203,630,913
|
13.99%
|
$3,308,496
|
26
|
10/31/2023
|
$371,346,320
|
($82,662)
|
-0.01%
|
$211,170,168
|
14.50%
|
$3,884,542
|
27
|
11/30/2023
|
$330,339,708
|
($85,820)
|
-0.01%
|
$218,202,609
|
14.99%
|
$2,552,705
|
28
|
12/31/2023
|
$284,847,361
|
($166,941)
|
-0.01%
|
$225,049,192
|
15.46%
|
$2,748,124
|
BMW Vehicle Lease Trust 2022-1
|
|||||||||
Static Pool Data
|
|||||||||
Delinquency and Loss Experience
|
|||||||||
Composition of Original Pool
|
|||||||||
|
|
|
|
|
|
|
|||
Closing Date
|
January 19, 2022
|
|
Original Term to Maturity
|
|
|||||
Cutoff Date
|
November 30, 2021
|
|
|
Weighted Average Original Term to Maturity*
|
36
|
||||
Number of Specified Leases
|
35,887
|
|
|
Maximum Term to Maturity
|
36
|
||||
Aggregate Securitization Value
|
$1,460,090,379.23
|
|
|
Minimum Term to Maturity
|
24
|
||||
Aggregate ALG Residual Value
|
$1,025,867,011.24
|
||||||||
Aggregate ALG Residual Value as a percentage of Aggregate Securitization Value
|
70.26%
|
||||||||
|
|
|
|
||||||
|
Remaining Term to Maturity
|
|
|||||||
|
|
|
|
Weighted Average Remaining Term to Maturity*
|
24
|
||||
Securitization Value of Specified Leases
|
|
|
Maximum Remaining Term to Maturity
|
35
|
|||||
Average Securitization Value
|
$40,686
|
|
Minimum Remaining Term to Maturity
|
6
|
|||||
Highest Securitization Value
|
$138,605
|
Composition of Top 5 States
|
|
||||||
Lowest Securitization Value
|
$17,168
|
|
California
|
15.16%
|
|||||
|
|
Florida
|
14.42%
|
||||||
ALG Residual Value
|
New York
|
11.79%
|
|||||||
Average Residual Value
|
$28,586
|
New Jersey
|
11.75%
|
||||||
Highest Residual Value
|
$69,941
|
Texas
|
6.51%
|
||||||
Lowest Residual Value
|
$14,586
|
|
|||||||
Weighted Average FICO*
|
790
|
||||||||
Percentage New and Used Composition
|
|
|
|
||||||
New
|
100%
|
|
|
|
|||||
|
|
|
|
|
|
||||
|
|
|
|
|
|||||
*Weighted by Securitization Value as of the Cutoff Date.
|
|
|
|
|
Month
|
Date
|
31-60
Days Delinquent ($)
|
Number of Leases 31-60 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
61-90
Days
Delinquent
($)
|
Number of Leases 61-90 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
91-120
Days Delinquent ($)
|
Number of Leases 91-120 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
121-150 Days Delinquent ($)
|
Number of Leases 121-150 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
151+
Days Delinquent ($)
|
Number of Leases 151+ Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
60+
Days
Delinquent
($)
|
% by $
of Ending Aggregate Securitization Value
|
1
|
1/31/2022
|
$1,792,670
|
36
|
0.13%
|
$308,588
|
7
|
0.02%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$308,588
|
0.02%
|
2
|
2/28/2022
|
$1,742,236
|
36
|
0.13%
|
$382,300
|
8
|
0.03%
|
$126,806
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$509,106
|
0.04%
|
3
|
3/31/2022
|
$1,492,722
|
37
|
0.11%
|
$483,436
|
11
|
0.04%
|
$29,947
|
1
|
0.00%
|
$124,942
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$638,325
|
0.05%
|
4
|
4/30/2022
|
$1,765,229
|
39
|
0.14%
|
$319,976
|
7
|
0.02%
|
$298,071
|
7
|
0.02%
|
$29,616
|
1
|
0.00%
|
$0
|
0
|
0.00%
|
$647,662
|
0.05%
|
5
|
5/31/2022
|
$2,067,208
|
47
|
0.16%
|
$273,398
|
6
|
0.02%
|
$46,816
|
1
|
0.00%
|
$140,153
|
3
|
0.01%
|
$0
|
0
|
0.00%
|
$460,367
|
0.04%
|
6
|
6/30/2022
|
$2,536,554
|
59
|
0.21%
|
$557,362
|
10
|
0.05%
|
$51,358
|
1
|
0.00%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$608,720
|
0.05%
|
7
|
7/31/2022
|
$2,149,851
|
57
|
0.18%
|
$588,300
|
13
|
0.05%
|
$197,707
|
4
|
0.02%
|
$50,557
|
1
|
0.00%
|
$0
|
0
|
0.00%
|
$836,564
|
0.07%
|
8
|
8/31/2022
|
$2,059,945
|
56
|
0.18%
|
$865,194
|
22
|
0.08%
|
$140,805
|
3
|
0.01%
|
$41,641
|
1
|
0.00%
|
$0
|
0
|
0.00%
|
$1,047,640
|
0.09%
|
9
|
9/30/2022
|
$2,379,796
|
64
|
0.22%
|
$701,298
|
19
|
0.07%
|
$297,344
|
8
|
0.03%
|
$68,219
|
1
|
0.01%
|
$0
|
0
|
0.00%
|
$1,066,860
|
0.10%
|
10
|
10/31/2022
|
$2,193,475
|
58
|
0.21%
|
$804,901
|
20
|
0.08%
|
$215,475
|
7
|
0.02%
|
$142,360
|
4
|
0.01%
|
$0
|
0
|
0.00%
|
$1,162,737
|
0.11%
|
11
|
11/30/2022
|
$2,571,002
|
69
|
0.26%
|
$1,040,155
|
27
|
0.10%
|
$205,643
|
5
|
0.02%
|
$63,838
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$1,309,637
|
0.13%
|
12
|
12/31/2022
|
$2,786,873
|
78
|
0.29%
|
$998,167
|
26
|
0.10%
|
$395,757
|
11
|
0.04%
|
$136,242
|
3
|
0.01%
|
$0
|
0
|
0.00%
|
$1,530,166
|
0.16%
|
13
|
1/31/2023
|
$2,456,936
|
69
|
0.27%
|
$1,396,619
|
36
|
0.15%
|
$597,322
|
14
|
0.07%
|
$179,423
|
5
|
0.02%
|
$0
|
0
|
0.00%
|
$2,173,365
|
0.24%
|
14
|
2/28/2023
|
$2,188,367
|
62
|
0.25%
|
$952,621
|
26
|
0.11%
|
$379,031
|
8
|
0.04%
|
$245,611
|
6
|
0.03%
|
$0
|
0
|
0.00%
|
$1,577,263
|
0.18%
|
15
|
3/31/2023
|
$3,247,069
|
84
|
0.39%
|
$781,498
|
23
|
0.09%
|
$102,230
|
3
|
0.01%
|
$138,928
|
3
|
0.02%
|
$0
|
0
|
0.00%
|
$1,022,656
|
0.12%
|
16
|
4/30/2023
|
$2,332,278
|
70
|
0.29%
|
$1,304,494
|
32
|
0.16%
|
$321,451
|
10
|
0.04%
|
$66,006
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$1,691,952
|
0.21%
|
17
|
5/31/2023
|
$2,446,184
|
73
|
0.33%
|
$1,075,099
|
30
|
0.14%
|
$323,886
|
8
|
0.04%
|
$163,039
|
4
|
0.02%
|
$0
|
0
|
0.00%
|
$1,562,024
|
0.21%
|
18
|
6/30/2023
|
$2,156,600
|
63
|
0.31%
|
$883,971
|
25
|
0.13%
|
$237,900
|
7
|
0.03%
|
$274,111
|
7
|
0.04%
|
$0
|
0
|
0.00%
|
$1,395,982
|
0.20%
|
19
|
7/31/2023
|
$2,588,635
|
76
|
0.39%
|
$857,809
|
26
|
0.13%
|
$306,184
|
9
|
0.05%
|
$145,927
|
3
|
0.02%
|
$0
|
0
|
0.00%
|
$1,309,921
|
0.20%
|
20
|
8/31/2023
|
$2,609,971
|
79
|
0.42%
|
$930,537
|
24
|
0.15%
|
$168,075
|
5
|
0.03%
|
$32,673
|
1
|
0.01%
|
$0
|
0
|
0.00%
|
$1,131,284
|
0.18%
|
21
|
9/30/2023
|
$2,016,915
|
68
|
0.35%
|
$781,345
|
25
|
0.14%
|
$387,038
|
9
|
0.07%
|
$158,917
|
5
|
0.03%
|
$0
|
0
|
0.00%
|
$1,327,300
|
0.23%
|
22
|
10/31/2023
|
$2,470,741
|
75
|
0.46%
|
$932,337
|
29
|
0.17%
|
$235,880
|
8
|
0.04%
|
$202,834
|
6
|
0.04%
|
$0
|
0
|
0.00%
|
$1,371,051
|
0.26%
|
23
|
11/30/2023
|
$2,191,412
|
68
|
0.45%
|
$1,129,670
|
33
|
0.23%
|
$278,882
|
10
|
0.06%
|
$23,929
|
1
|
0.00%
|
$0
|
0
|
0.00%
|
$1,432,480
|
0.29%
|
24
|
12/31/2023
|
$2,063,712
|
65
|
0.47%
|
$1,153,515
|
33
|
0.26%
|
$464,085
|
12
|
0.11%
|
$151,907
|
6
|
0.03%
|
$0
|
0
|
0.00%
|
$1,769,507
|
0.40%
|
Month
|
Date
|
End
of Period Aggregate Securitization Value
($)
|
Cumulative
Net Credit Gain/(Loss)
($)
|
% by $
of Original Aggregate Securitization Value
|
Cumulative
Net Residual Gain/(Loss)
($)
|
% by $
of Original Aggregate Securitization Value
|
Prepayments
($)
|
1
|
1/31/2022
|
$1,397,300,912
|
$0
|
0.00%
|
$9,835,212
|
0.67%
|
$19,979,096
|
2
|
2/28/2022
|
$1,367,431,746
|
$0
|
0.00%
|
$14,180,790
|
0.97%
|
$8,537,633
|
3
|
3/31/2022
|
$1,331,771,357
|
$0
|
0.00%
|
$20,749,168
|
1.42%
|
$11,001,455
|
4
|
4/30/2022
|
$1,298,961,888
|
$0
|
0.00%
|
$25,531,233
|
1.75%
|
$7,967,769
|
5
|
5/31/2022
|
$1,256,163,630
|
$3,448
|
0.00%
|
$33,754,203
|
2.31%
|
$9,886,030
|
6
|
6/30/2022
|
$1,208,304,715
|
$1,406
|
0.00%
|
$43,838,393
|
3.00%
|
$12,265,936
|
7
|
7/31/2022
|
$1,165,544,762
|
$2,326
|
0.00%
|
$52,435,851
|
3.59%
|
$8,128,169
|
8
|
8/31/2022
|
$1,119,918,802
|
$45,998
|
0.00%
|
$61,824,664
|
4.23%
|
$10,000,471
|
9
|
9/30/2022
|
$1,074,557,128
|
$40,898
|
0.00%
|
$71,565,685
|
4.90%
|
$9,699,583
|
10
|
10/31/2022
|
$1,033,849,762
|
$21,919
|
0.00%
|
$79,528,093
|
5.45%
|
$7,166,873
|
11
|
11/30/2022
|
$995,475,511
|
($36,351)
|
0.00%
|
$86,678,523
|
5.94%
|
$6,600,455
|
12
|
12/31/2022
|
$955,384,016
|
($46,221)
|
0.00%
|
$94,406,584
|
6.47%
|
$6,736,852
|
13
|
1/31/2023
|
$916,100,897
|
($44,712)
|
0.00%
|
$101,792,852
|
6.97%
|
$5,462,862
|
14
|
2/28/2023
|
$876,818,160
|
($16,298)
|
0.00%
|
$109,046,761
|
7.47%
|
$5,269,235
|
15
|
3/31/2023
|
$832,953,588
|
($9,068)
|
0.00%
|
$117,842,929
|
8.07%
|
$7,825,374
|
16
|
4/30/2023
|
$794,187,995
|
$40,609
|
0.00%
|
$125,697,052
|
8.61%
|
$8,165,692
|
17
|
5/31/2023
|
$747,940,985
|
$10,751
|
0.00%
|
$135,137,234
|
9.26%
|
$9,962,394
|
18
|
6/30/2023
|
$703,453,957
|
($95,999)
|
-0.01%
|
$143,591,964
|
9.83%
|
$8,789,027
|
19
|
7/31/2023
|
$664,056,092
|
($79,393)
|
-0.01%
|
$150,470,998
|
10.31%
|
$6,742,061
|
20
|
8/31/2023
|
$618,726,503
|
($160,036)
|
-0.01%
|
$158,487,014
|
10.85%
|
$7,202,450
|
21
|
9/30/2023
|
$577,722,811
|
($123,143)
|
-0.01%
|
$165,248,425
|
11.32%
|
$5,346,536
|
22
|
10/31/2023
|
$532,888,269
|
($119,521)
|
-0.01%
|
$173,057,385
|
11.85%
|
$6,737,323
|
23
|
11/30/2023
|
$488,896,179
|
($124,959)
|
-0.01%
|
$179,628,687
|
12.30%
|
$5,649,166
|
24
|
12/31/2023
|
$441,096,140
|
($176,603)
|
-0.01%
|
$187,100,792
|
12.81%
|
$6,007,986
|
BMW Vehicle Lease Trust 2023-1
|
|||||||||
Static Pool Data
|
|||||||||
Delinquency and Loss Experience
|
|||||||||
Composition of Original Pool
|
|||||||||
|
|
|
|
|
|
|
|||
Closing Date
|
February 15, 2023
|
|
Original Term to Maturity
|
|
|||||
Cutoff Date
|
December 31, 2022
|
|
|
Weighted Average Original Term to Maturity*
|
36
|
||||
Number of Specified Leases
|
26,919
|
|
|
Maximum Term to Maturity
|
36
|
||||
Aggregate Securitization Value
|
$1,151,428,803
|
|
|
Minimum Term to Maturity
|
24
|
||||
Aggregate ALG Residual Value
|
$829,062,715
|
||||||||
Aggregate ALG Residual Value as a percentage of Aggregate Securitization Value
|
72.00%
|
||||||||
|
|
|
|
||||||
|
Remaining Term to Maturity
|
|
|||||||
|
|
|
|
Weighted Average Remaining Term to Maturity*
|
24
|
||||
Securitization Value of Specified Leases
|
|
|
Maximum Remaining Term to Maturity
|
35
|
|||||
Average Securitization Value
|
$42,774
|
|
Minimum Remaining Term to Maturity
|
6
|
|||||
Highest Securitization Value
|
$146,600
|
Composition of Top 5 States
|
|
||||||
Lowest Securitization Value
|
$17,969
|
|
California
|
15.61%
|
|||||
|
|
Florida
|
12.44%
|
||||||
ALG Residual Value
|
New York
|
11.40%
|
|||||||
Average Residual Value
|
$30,798
|
New Jersey
|
11.37%
|
||||||
Highest Residual Value
|
$78,173
|
Texas
|
7.81%
|
||||||
Lowest Residual Value
|
$15,886
|
|
|||||||
Weighted Average FICO*
|
795
|
||||||||
Percentage New and Used Composition
|
|
|
|
||||||
New
|
100%
|
|
|
|
|||||
|
|
|
|
|
|
||||
|
|
|
|
|
|||||
*Weighted by Securitization Value as of the Cutoff Date.
|
|
|
|
|
Month
|
Date
|
31-60
Days Delinquent ($)
|
Number of Leases 31-60 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
61-90
Days
Delinquent
($)
|
Number of Leases 61-90 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
91-120
Days Delinquent ($)
|
Number of Leases 91-120 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
121-150 Days Delinquent ($)
|
Number of Leases 121-150 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
151+
Days Delinquent ($)
|
Number of Leases 151+ Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
60+
Days
Delinquent
($)
|
% by $
of Ending Aggregate Securitization Value
|
1
|
2/28/2023
|
$2,012,870
|
42
|
0.18%
|
$257,198
|
6
|
0.02%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$257,198
|
0.02%
|
2
|
3/31/2023
|
$1,828,571
|
36
|
0.17%
|
$248,510
|
5
|
0.02%
|
$241,024
|
5
|
0.02%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$489,534
|
0.05%
|
3
|
4/30/2023
|
$2,450,054
|
54
|
0.23%
|
$483,887
|
10
|
0.05%
|
$79,811
|
2
|
0.01%
|
$84,490
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$648,188
|
0.06%
|
4
|
5/31/2023
|
$2,826,769
|
57
|
0.27%
|
$622,715
|
14
|
0.06%
|
$104,602
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$727,317
|
0.07%
|
5
|
6/30/2023
|
$2,455,388
|
54
|
0.24%
|
$1,273,039
|
26
|
0.13%
|
$77,998
|
2
|
0.01%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$1,351,037
|
0.13%
|
6
|
7/31/2023
|
$2,756,253
|
60
|
0.28%
|
$1,439,308
|
31
|
0.15%
|
$604,341
|
12
|
0.06%
|
$40,776
|
1
|
0.00%
|
$0
|
0
|
0.00%
|
$2,084,425
|
0.21%
|
7
|
8/31/2023
|
$2,857,974
|
67
|
0.30%
|
$964,860
|
21
|
0.10%
|
$528,525
|
11
|
0.06%
|
$317,442
|
5
|
0.03%
|
$0
|
0
|
0.00%
|
$1,810,827
|
0.19%
|
8
|
9/30/2023
|
$3,101,223
|
72
|
0.34%
|
$1,118,416
|
24
|
0.12%
|
$415,402
|
9
|
0.05%
|
$327,983
|
6
|
0.04%
|
$0
|
0
|
0.00%
|
$1,861,802
|
0.20%
|
9
|
10/31/2023
|
$3,442,906
|
76
|
0.39%
|
$1,191,194
|
28
|
0.13%
|
$534,147
|
11
|
0.06%
|
$342,351
|
7
|
0.04%
|
$0
|
0
|
0.00%
|
$2,067,692
|
0.23%
|
10
|
11/30/2023
|
$3,334,217
|
79
|
0.39%
|
$1,641,828
|
34
|
0.19%
|
$545,196
|
12
|
0.06%
|
$342,835
|
7
|
0.04%
|
$0
|
0
|
0.00%
|
$2,529,860
|
0.30%
|
11
|
12/31/2023
|
$3,342,918
|
77
|
0.41%
|
$1,349,544
|
33
|
0.17%
|
$657,640
|
13
|
0.08%
|
$192,376
|
5
|
0.02%
|
$0
|
0
|
0.00%
|
$2,199,559
|
0.27%
|
Month
|
Date
|
End
of Period Aggregate Securitization Value
($)
|
Cumulative
Net Credit Gain/(Loss)
($)
|
% by $
of Original Aggregate Securitization Value
|
Cumulative
Net Residual Gain/(Loss)
($)
|
% by $
of Original Aggregate Securitization Value
|
Prepayments
($)
|
1
|
2/28/2023
|
$1,110,962,947
|
$0
|
0.00%
|
$4,878,042
|
0.42%
|
$11,018,295
|
2
|
3/31/2023
|
$1,087,575,003
|
($50,037)
|
0.00%
|
$8,540,938
|
0.74%
|
$7,775,664
|
3
|
4/30/2023
|
$1,063,966,502
|
($50,037)
|
0.00%
|
$12,046,732
|
1.05%
|
$7,693,128
|
4
|
5/31/2023
|
$1,038,977,875
|
($50,037)
|
0.00%
|
$15,933,216
|
1.38%
|
$7,861,477
|
5
|
6/30/2023
|
$1,009,905,331
|
($48,681)
|
0.00%
|
$20,974,578
|
1.82%
|
$8,909,250
|
6
|
7/31/2023
|
$983,172,348
|
($48,351)
|
0.00%
|
$24,814,333
|
2.16%
|
$5,965,424
|
7
|
8/31/2023
|
$950,187,974
|
($82,111)
|
-0.01%
|
$30,322,016
|
2.63%
|
$8,106,479
|
8
|
9/30/2023
|
$917,646,322
|
($112,880)
|
-0.01%
|
$35,384,009
|
3.07%
|
$6,523,074
|
9
|
10/31/2023
|
$882,724,440
|
($116,076)
|
-0.01%
|
$41,076,071
|
3.57%
|
$6,500,626
|
10
|
11/30/2023
|
$847,052,715
|
($116,757)
|
-0.01%
|
$46,308,580
|
4.02%
|
$7,894,091
|
11
|
12/31/2023
|
$809,141,034
|
($131,386)
|
-0.01%
|
$52,258,728
|
4.54%
|
$7,145,115
|
BMW Vehicle Lease Trust 2023-2
|
|||||||||
Static Pool Data
|
|||||||||
Delinquency and Loss Experience
|
|||||||||
Composition of Original Pool
|
|||||||||
|
|
|
|
|
|
|
|||
Closing Date
|
October 11, 2023
|
|
Original Term to Maturity
|
|
|||||
Cutoff Date
|
August 31, 2023
|
|
|
Weighted Average Original Term to Maturity*
|
36
|
||||
Number of Specified Leases
|
32,105
|
|
|
Maximum Term to Maturity
|
36
|
||||
Aggregate Securitization Value
|
$1,439,263,097
|
|
|
Minimum Term to Maturity
|
24
|
||||
Aggregate ALG Residual Value
|
$1,027,644,258
|
||||||||
Aggregate ALG Residual Value as a percentage of Aggregate Securitization Value
|
71.40%
|
||||||||
|
|
|
|
||||||
|
Remaining Term to Maturity
|
|
|||||||
|
|
|
|
Weighted Average Remaining Term to Maturity*
|
24
|
||||
Securitization Value of Specified Leases
|
|
|
Maximum Remaining Term to Maturity
|
35
|
|||||
Average Securitization Value
|
$44,830
|
|
Minimum Remaining Term to Maturity
|
6
|
|||||
Highest Securitization Value
|
$154,041
|
Composition of Top 5 States
|
|
||||||
Lowest Securitization Value
|
$18,658
|
|
California
|
18.80%
|
|||||
|
|
Florida
|
13.17%
|
||||||
ALG Residual Value
|
New York
|
10.91%
|
|||||||
Average Residual Value
|
$32,009
|
New Jersey
|
10.24%
|
||||||
Highest Residual Value
|
$80,916
|
Texas
|
8.18%
|
||||||
Lowest Residual Value
|
$15,832
|
|
|||||||
Weighted Average FICO*
|
795
|
||||||||
Percentage New and Used Composition
|
|
|
|
||||||
New
|
100%
|
|
|
|
|||||
|
|
|
|
|
|
||||
|
|
|
|
|
|||||
*Weighted by Securitization Value as of the Cutoff Date.
|
|
|
|
|
Month
|
Date
|
31-60
Days Delinquent ($)
|
Number of Leases 31-60 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
61-90
Days
Delinquent
($)
|
Number of Leases 61-90 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
91-120
Days Delinquent ($)
|
Number of Leases 91-120 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
121-150 Days Delinquent ($)
|
Number of Leases 121-150 Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
151+
Days Delinquent ($)
|
Number of Leases 151+ Days Delinquent
|
% by $
of Ending Aggregate Securitization Value
|
60+
Days
Delinquent
($)
|
% by $
of Ending Aggregate Securitization Value
|
1
|
10/31/2023
|
$3,092,492
|
55
|
0.22%
|
$695,452
|
14
|
0.05%
|
$85,695
|
1
|
0.01%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$781,147
|
0.06%
|
2
|
11/30/2023
|
$2,814,419
|
52
|
0.21%
|
$954,727
|
17
|
0.07%
|
$269,579
|
6
|
0.02%
|
$0
|
0
|
0.00%
|
$0
|
0
|
0.00%
|
$1,224,306
|
0.09%
|
3
|
12/31/2023
|
$3,623,411
|
75
|
0.27%
|
$1,050,547
|
17
|
0.08%
|
$454,029
|
7
|
0.03%
|
$119,288
|
3
|
0.01%
|
$0
|
0
|
0.00%
|
$1,623,863
|
0.12%
|
Month
|
Date
|
End
of Period Aggregate Securitization Value
($)
|
Cumulative
Net Credit Gain/(Loss)
($)
|
% by $
of Original Aggregate Securitization Value
|
Cumulative
Net Residual Gain/(Loss)
($)
|
% by $
of Original Aggregate Securitization Value
|
Prepayments
($)
|
1
|
10/31/2023
|
$1,382,129,478
|
$0
|
0.00%
|
$7,398,675
|
0.51%
|
$16,868,996
|
2
|
11/30/2023
|
$1,352,254,608
|
($9)
|
0.00%
|
$11,111,561
|
0.77%
|
$8,976,557
|
3
|
12/31/2023
|
$1,320,756,224
|
$341
|
0.00%
|
$15,787,219
|
1.10%
|
$9,230,728
|
Period
|
Beginning
Aggregate
Securitization
Value ($)
|
Monthly
Payment ($)
|
ALG
Residual
Value ($)
|
|||
January 2024
|
1,496,835,259.27
|
30,516,481.88
|
0.00
|
|||
February 2024
|
1,480,538,712.35
|
30,873,212.32
|
0.00
|
|||
March 2024
|
1,463,730,617.80
|
31,073,479.37
|
0.00
|
|||
April 2024
|
1,446,562,579.30
|
31,138,727.05
|
0.00
|
|||
May 2024
|
1,429,166,196.75
|
31,175,522.18
|
0.00
|
|||
June 2024
|
1,411,567,753.44
|
30,948,303.77
|
9,204,494.98
|
|||
July 2024
|
1,384,824,848.35
|
30,744,716.37
|
8,322,315.25
|
|||
August 2024
|
1,358,913,652.79
|
30,537,294.97
|
7,909,112.13
|
|||
September 2024
|
1,333,376,925.39
|
30,296,217.06
|
8,846,441.55
|
|||
October 2024
|
1,306,901,347.57
|
30,088,800.72
|
7,522,099.04
|
|||
November 2024
|
1,281,706,010.61
|
29,807,059.28
|
10,239,286.80
|
|||
December 2024
|
1,253,835,871.63
|
29,421,793.84
|
13,550,671.95
|
|||
January 2025
|
1,222,774,846.62
|
29,083,635.97
|
12,992,073.30
|
|||
February 2025
|
1,192,315,498.39
|
28,695,351.50
|
14,487,536.60
|
|||
March 2025
|
1,160,459,607.53
|
28,291,131.93
|
14,538,501.90
|
|||
April 2025
|
1,128,654,339.97
|
27,933,050.15
|
13,113,117.90
|
|||
May 2025
|
1,098,330,388.15
|
27,537,948.90
|
14,313,792.75
|
|||
June 2025
|
1,066,912,785.19
|
27,178,342.69
|
13,364,802.60
|
|||
July 2025
|
1,036,505,311.36
|
26,848,203.57
|
11,946,990.50
|
|||
August 2025
|
1,007,556,917.74
|
26,516,170.21
|
11,846,610.90
|
|||
September 2025
|
978,765,927.35
|
26,106,614.64
|
14,538,164.15
|
|||
October 2025
|
947,419,424.87
|
25,603,083.73
|
17,720,792.65
|
|||
November 2025
|
913,096,033.03
|
25,241,218.88
|
12,585,262.95
|
|||
December 2025
|
883,943,963.51
|
23,479,422.19
|
58,504,143.20
|
|||
January 2026
|
810,357,865.78
|
22,157,818.63
|
41,623,180.20
|
|||
February 2026
|
754,275,266.67
|
20,634,259.23
|
47,083,459.95
|
|||
March 2026
|
693,723,162.52
|
18,825,264.60
|
56,727,881.95
|
|||
April 2026
|
624,760,386.02
|
17,334,272.41
|
47,596,580.15
|
|||
May 2026
|
565,764,757.13
|
15,458,582.93
|
58,914,794.80
|
|||
June 2026
|
496,766,144.59
|
13,717,102.16
|
54,313,058.40
|
|||
July 2026
|
433,455,262.40
|
11,852,409.17
|
57,472,891.45
|
|||
August 2026
|
368,247,786.78
|
9,006,238.94
|
84,208,608.85
|
|||
September 2026
|
278,531,292.96
|
6,073,790.43
|
87,552,869.37
|
|||
October 2026
|
187,550,680.44
|
2,739,688.38
|
101,529,710.55
|
|||
November 2026
|
85,063,012.98
|
0.00
|
85,871,111.60
|
|||
December 2026
|
0.00
|
0.00
|
0.00
|
1. |
borrowing through Clearstream, Luxembourg for one day (until the purchase side of the day trade is reflected in their Clearstream, Luxembourg accounts) in accordance with the clearing system’s customary procedures;
|
2. |
borrowing the Global Securities in the U.S. from a DTC Participant no later than one day prior to settlement, which would give the Global Securities sufficient time to be reflected in their Clearstream, Luxembourg account in order to settle
the sale side of the trade; or
|
3. |
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 day prior to the value date for the sale to the Clearstream, Luxembourg Participant.
|
BMW Auto Leasing LLC
Depositor |
BMW Vehicle Lease Trust 2024-1
Issuing Entity
|
|
BMW Financial Services NA, LLC
Sponsor, Servicer and Administrator
|
||
PROSPECTUS
|
||
Joint Bookrunners
Barclays
Citigroup
Mizuho
Co-Managers
BNP PARIBAS
Credit Agricole Securities
|
||
Until ninety days after the date of this prospectus, all dealers effecting transactions in the notes, whether or not participating in this distribution, may be required to
deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
|
||
February 6, 2024 |
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