This document is subject to completion and amendment.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or foreign jurisdiction where the offer or sale is not permitted.

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 22 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(1)	Interest Rate	Accrual Method	Expected Final Payment Date(2)	Final Scheduled Payment Date	Initial Price to Public	Underwriting Discount	Proceeds to Depositor(3)
Class A-1	$155,000,000	____%	Actual/360	August 25, 2023	February 26, 2024	___%	___%	___%
Class A-2	$370,500,000	____%	30/360	June 25, 2024	February 25, 2025	___%	___%	___%
Class A-3	$370,500,000	____%	30/360	March 25, 2025	November 25, 2025	___%	___%	___%
Class A-4	$104,000,000	____%	30/360	June 25, 2025	June 25, 2026	___%	___%	___%
Total	$1,000,000,000					$______	$_______	$_______

       The issuing entity will pay interest on and principal of the notes on the 25th day of each month (or, if the 25th day is not a business day, the next business day).  The first payment date, which is the first expected distribution date for purposes of Item 1102(g) of Regulation AB, will be March 27, 2023.

BofA Securities

Barclays

Mizuho

TD Securities

US Bancorp

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
Risk Factors	22
Defined Terms	36
Overview of the Transaction	36
The Issuing Entity	37
Formation	37
Property of the Issuing Entity	38
Capitalization of the Issuing Entity	39
The Depositor	39
The Sponsor, Administrator and Servicer	41
General	41
Securitization Experience	41
Servicing Experience	41
Credit Risk Retention	42
Reallocation Requests	44
Affiliations and Related Transactions	44
The Owner Trustee and the Indenture Trustee	45
Asset Representations Reviewer	47
The Vehicle Trust and the Vehicle Trustee	49
General	49
The UTI Beneficiary	50
The Vehicle Trustee	50
Lease Origination and the Titling of Leased Vehicles	53
BMW FS’ Lease Financing Program	53
General	53
Underwriting	54
Servicing	55
Electronic Contracts and Electronic Contracting	55
Physical Damage and Liability Insurance; Additional Insurance Provisions	56
Contingent and Excess Liability Insurance	56
Leased Vehicle Maintenance	57
Remarketing	57
End of Lease Term; Vehicle Disposition	58
Extensions and Pull-Ahead Program	59
The 2023-1 SUBI	60
General	60
Transfers of the SUBI Certificate	60
The Specified Leases	61
General	61
Representations, Warranties and Covenants	62
Characteristics	64
Composition of the Specified Leases as of the Cutoff Date	65
Determination of Residual Values	69
Calculation of the Securitization Value of the Specified Leases	69
Delinquencies, Repossessions and Loss Information	70
Static Pools	74
Asset-Level Data for the Specified Leases	74
Pool Underwriting	74
Review of Pool Assets	74
Description of the Notes	76

General	76
Interest	76
Principal	77
Events of Default	78
Repurchase and Reallocation Obligations	79
Asset Representations Review	79
Dispute Resolution for Reallocation Request	82
Notices	84
Governing Law	84
Definitive Securities	84
Book-Entry Registration	85
Payments on the Notes	88
Determination of Available Funds	88
Priority of Payments	88
The Certificates	90
Credit Enhancement	90
Overcollateralization	90
Reserve Fund	91
Excess Cashflow	91
Maturity, Prepayment and Yield Considerations	91
Weighted Average Lives of the Notes	92
Note Factors	98
Use of Proceeds	98
Where You Can Find More Information About Your Notes	98
Description of the Transaction Documents	99
Transfer, Assignment and Pledge of the SUBI Certificate	99
Representations and Warranties	99
Accounts	100
Collections	101
Advances	102
Servicing Compensation	103
Net Deposits	103
Optional Purchase	103
Termination	104
Investor Communications	104
Sales Proceeds and Termination Proceeds	105
Realization Upon Charged-off Leases	106
Notification of Liens and Claims	106
The Indenture	106
Duties of the Owner Trustee and the Indenture Trustee	112
Fees and Expenses	114
Servicing Procedures	114
Custody of Lease Documents and Certificates of Title	115
Statements to Trustees and the Issuing Entity	115
Statements to Noteholders	115
Evidence as to Compliance	117
Certain Matters Regarding the Servicer	117
Servicer Defaults	117
Rights Upon Servicer Default	118
Insolvency Event	119
Administration Agreement	119
Amendment	121
Notes Owned by the Issuing Entity, the Depositor, the Servicer and their Affiliates	122
Certain Legal Aspects of the Vehicle Trust and the 2023-1 SUBI	123
The Vehicle Trust	123
The 2023-1 SUBI	124

Insolvency-Related Matters	125
Dodd Frank Orderly Liquidation Framework	126
Certain Legal Aspects of the Specified Leases and the Specified Vehicles	128
General	128
Back-up Security Interests	129
Vicarious Tort Liability	130
Repossession of Specified Vehicles	131
Deficiency Judgments	131
Consumer Protection Laws	131
Other Limitations	133
Legal Proceedings	133
Material U.S. Federal Income Tax Considerations	133
Tax Characterization of the Issuing Entity	134
Partnership Audit Rules	135
Treatment of the Notes as Debt	135
Tax Considerations for U.S. Note Owners	135
Possible Alternative Characterization	137
Tax Status of the Vehicle Trust	138
Tax Considerations for Non-U.S. Note Owners	138
FATCA Withholding	139
Information Reporting and Backup Withholding	140
State and Local Tax Considerations	140
ERISA Considerations	141
Ratings of the Notes	142
Plan of Distribution	142
European Economic Area	144
United Kingdom	144
Requirements for Certain European and United Kingdom Regulated Investors and Affiliates	145
Legal Opinions	146
Index of Principal Terms	147
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 2023-1, 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 15, 2023.
Cutoff Date		The cutoff date for the pool of closed-end BMW leases allocated to the 2023-1 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, 2022.  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 initial payment date, the month immediately preceding the month in which the related payment date occurs.  The collection period for the March 2023 payment date will begin on January 1, 2023 and end on February 28, 2023.
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 27, 2023.
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 26,919 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 26,919; •       the aggregate securitization value of the specified leases, discounted using the securitization rate, was $1,151,428,802.72; •      the aggregate residual value of the specified leases being financed, discounted using the securitization rate, was $668,004,166.39 (which is approximately 58.02% 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 24 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 2022.  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 11.45%.
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. 20,864 of the specified leases, having an aggregate securitization value of approximately $873,119,694 as of the cutoff date (approximately 75.83% 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 2023-1 SUBI” and “The Specified Leases” in this prospectus.
Removal of Pool Assets		The servicer may be required to reallocate from the 2023-1 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. This transaction is not intended to comply with any risk retention rules in the European Economic Area (the “EEA”) or the United Kingdom (the “UK”), and no action has been taken, or will be taken, to facilitate compliance by any investor with any related due diligence (or other) requirements. In particular, the arrangements described under “Credit Risk Retention” in this prospectus have not been structured with the objective of ensuring compliance by any person with the requirements of the EU Securitization Regulation or the UK Securitization Regulation (each as defined under “Plan of Distribution––Requirements for Certain European and United Kingdom Regulated Investors and Affiliates” in this prospectus).  Consequently, the notes are not 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 are not 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-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. All or a portion of one or more classes of the notes may be retained by the depositor or an affiliate of the depositor on the closing date. 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 will be a fixed rate, as set forth on the cover of this prospectus.
		The Class A-1 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 will be from (and including) the closing date to (but excluding) the initial payment date.  This means that the interest due on the Class A-1 Notes on each payment date will be the product of:
		•        the outstanding principal amount of the Class A-1 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.
		The Class A-2 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-2 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, 2023. This means that

		the interest due on each of the Class A-2 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, 2023 (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.
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 be 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-2 Notes until they are 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 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-2 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 2023-1 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, 2023.  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 $2,500.  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:      05593A AA7 Class A-2 Notes:      05593A AB5 Class A-3 Notes:      05593A AC3 Class A-4 Notes:      05593A AD1
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 of the purchase, ownership and disposition of the notes, and the tax consequences arising under the laws of any state or other taxing jurisdiction.

		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 purchase 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 purchase 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.

State		Percentage of Aggregate Securitization Value as of the Cutoff Date
California		15.61%
Florida		12.44%
New York		11.40%
New Jersey		11.37%
Texas		7.81%

•

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 2023-1 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 2023-1 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 “2023-1 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 2023-1 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 2023-1 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	$1,151,428,803
Reserve Fund(1)	$2,878,572
Total	$1,154,307,375
_____________________ (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	$1,000,000,000
Overcollateralization	$151,428,803
Total	$1,151,428,803

•

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	$155.0		12.7%
Class A-2 Notes	$370.5		30.4% - 30.5%
Class A-3 Notes	$370.5		30.4% - 30.5%
Class A-4 Notes	$104.0		8.5% - 8.6%
Certificates	$216.1 - $217.3		17.8% - 17.9%
Total	$1,216.1 - $1,217.3		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.

Class		Interest Rate
Class A-1		5.198% - 5.248%
Class A-2		5.47% - 5.57%
Class A-3		5.27% - 5.37%
Class A-4		5.38% - 5.53%

•

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 the Notes at the rates described above;

•

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 experiences a lifetime cumulative net loss rate of 0.50% (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 10.0%.

•

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 2023-1 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 2019 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, 2020;

•

has a Maturity Date on or after the May 2023 Payment Date and no later than the December 2025 Payment Date;

•

has an original term of not more than 36 months; and

•

was not more than 29 days past due.

Aggregate Securitization Value			$1,151,428,802.72
Number of Specified Leases			26,919
Aggregate ALG Residual Value			$829,062,714.63
Aggregate of ALG Residual Values as a Percentage of Aggregate Securitization Value			72.00%
Aggregate of Discounted ALG Residual Values(1) as a Percentage of Aggregate Securitization Value			58.02%
BMW Passenger Cars as a Percentage of Aggregate Securitization Value			43.23%
BMW Light Trucks as a Percentage of Aggregate Securitization Value			56.77%
Weighted Average FICO Score(2)			795

	Average	Minimum	Maximum
Securitization Value	$42,773.83	$17,968.93	$146,599.79
Original Term to Maturity (months)	36(2)	24	36
Remaining Term to Maturity (months)	24(2)	6	35
Seasoning (months)	12(2)	1	30
ALG Residual Value	$30,798.42	$15,886.35	$78,172.50

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			63				0.23	%		$	1,217,512.79				0.11	%
$20,000.01 - $30,000.00			6,159				22.88				160,724,004.60				13.96
$30,000.01 - $40,000.00			8,035				29.85				279,734,208.41				24.29
$40,000.01 - $50,000.00			5,303				19.70				236,009,261.44				20.50
$50,000.01 - $60,000.00			3,356				12.47				183,276,374.53				15.92
$60,000.01 - $70,000.00			2,141				7.95				138,369,682.98				12.02
$70,000.01 - $80,000.00			1,090				4.05				81,016,729.25				7.04
$80,000.01 - $90,000.00			433				1.61				36,472,124.89				3.17
$90,000.01 - $100,000.00			186				0.69				17,614,895.01				1.53
$100,000.01 - $110,000.00			85				0.32				8,858,263.98				0.77
$110,000.01 - $120,000.00			44				0.16				5,013,020.75				0.44
$120,000.01 - $130,000.00			12				0.04				1,496,785.23				0.13
$130,000.01 - $140,000.00			10				0.04				1,333,655.87				0.12
$140,000.01 or greater			2				0.01				292,282.99				0.03
Total:			26,919				100.00	%		$	1,151,428,802.72				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			20				0.07	%		$	1,187,396.94				0.10	%
25 - 30			43				0.16				2,420,972.44				0.21
31 - 36			26,856				99.77				1,147,820,433.33				99.69
Total:			26,919				100.00	%		$	1,151,428,802.72				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			122				0.45	%		$	4,126,397.80				0.36	%
7 - 12			3,400				12.63				113,695,484.54				9.87
13 - 18			5,299				19.68				190,749,798.26				16.57
19 - 24			6,060				22.51				243,235,392.23				21.12
25 - 30			6,740				25.04				314,383,713.74				27.30
31 - 36			5,298				19.68				285,238,016.14				24.77
Total:			26,919				100.00	%		$	1,151,428,802.72				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			4,366				16.22	%		$	179,710,077.18				15.61	%
Florida			3,300				12.26				143,267,811.03				12.44
New York			3,150				11.70				131,279,526.52				11.40
New Jersey			3,162				11.75				130,970,834.50				11.37
Texas			1,887				7.01				89,875,926.38				7.81
Pennsylvania			1,201				4.46				47,413,213.75				4.12
Illinois			935				3.47				42,299,274.71				3.67
Massachusetts			845				3.14				34,509,455.47				3.00
Connecticut			819				3.04				33,250,108.64				2.89
Georgia			735				2.73				32,869,396.18				2.85
Ohio			627				2.33				27,193,777.67				2.36
Virginia			581				2.16				25,859,154.81				2.25
Michigan			551				2.05				24,623,827.18				2.14
North Carolina			535				1.99				23,146,563.41				2.01
Maryland			479				1.78				22,521,976.30				1.96
Arizona			506				1.88				21,052,049.53				1.83
Colorado			398				1.48				17,112,395.11				1.49
South Carolina			336				1.25				14,578,543.79				1.27
Washington			317				1.18				13,676,831.83				1.19
Others(3)			2,189				8.13				96,218,058.73				8.36
Total:			26,919				100.00	%		$	1,151,428,802.72				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			4,133				15.35	%		$	209,828,074.68				18.22	%
X3			5,104				18.96				182,357,312.69				15.84
5 Series			3,171				11.78				128,856,131.61				11.19
X7			1,965				7.30				124,307,054.03				10.80
3 Series			4,033				14.98				123,459,701.93				10.72
4 Series			2,217				8.24				93,499,120.64				8.12
8 Series			831				3.09				60,388,174.54				5.24
X6			900				3.34				55,371,082.28				4.81
7 Series			880				3.27				54,861,887.34				4.76
X4			924				3.43				39,022,352.48				3.39
2 Series			1,110				4.12				31,649,694.95				2.75
X1			1,086				4.03				27,519,062.23				2.39
X2			373				1.39				9,976,509.39				0.87
iX			69				0.26				5,269,079.31				0.46
Z4			123				0.46				5,063,564.62				0.44
Total:			26,919				100.00	%		$	1,151,428,802.72				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)
2023 2nd Quarter			122				0.45	%		$	4,126,397.80				0.36	%
2023 3rd Quarter			1,204				4.47				39,582,676.91				3.44
2023 4th Quarter			2,196				8.16				74,112,807.63				6.44
2024 1st Quarter			2,293				8.52				82,365,662.75				7.15
2024 2nd Quarter			3,006				11.17				108,384,135.51				9.41
2024 3rd Quarter			2,440				9.06				94,091,377.74				8.17
2024 4th Quarter			3,620				13.45				149,144,014.49				12.95
2025 1st Quarter			3,528				13.11				154,653,421.27				13.43
2025 2nd Quarter			3,212				11.93				159,730,292.48				13.87
2025 3rd Quarter			2,853				10.60				155,534,078.87				13.51
2025 4th Quarter			2,445				9.08				129,703,937.28				11.26
Total:			26,919				100.00	%		$	1,151,428,802.72				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,
	2021		2020		2019		2018		2017
Leases Outstanding ($)	21,148,843		21,180,506		21,256,439		20,634,186		21,438,199
Number of Leases Outstanding	457,035		467,822		480,199		476,908		492,565
Leases Delinquent	Dollars	%	Dollars	%	Dollars	%	Dollars	%	Dollars	%
31-60 Days	70,217	0.33%	89,432	0.42%	113,016	0.53%	121,452	0.59%	127,857	0.60%
61-90 Days	22,090	0.10%	32,047	0.15%	35,939	0.17%	43,771	0.21%	39,252	0.18%
91-120 Days	11,442	0.05%	17,849	0.08%	12,565	0.06%	17,699	0.09%	12,499	0.06%
121-150 Days	5,088	0.02%	13,588	0.06%	4,528	0.02%	8,812	0.04%	6,063	0.03%
151 Days or More(3)	5,301	0.03%	46,667	0.22%	8,188	0.04%	6,628	0.03%	3,988	0.02%
TOTAL	114,138	0.54%	199,583	0.94%	174,235	0.82%	198,362	0.96%	189,659	0.88%

	At September 30,
	2022		2021
Leases Outstanding ($)	17,940,915		21,666,098
Number of Leases Outstanding	387,087		470,078
Leases Delinquent	Dollars	%	Dollars	%
31-60 Days	61,092	0.34%	59,100	0.27%
61-90 Days	25,347	0.14%	18,465	0.09%
91-120 Days	13,280	0.07%	10,887	0.05%
121-150 Days	6,153	0.03%	4,899	0.02%
151 Days or More(3)	6,184	0.03%	6,219	0.03%
TOTAL	112,056	0.62%	99,570	0.46%

(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,
		2021	2020	2019		2018	2017
Leases Outstanding ($)		21,148,843	21,180,506	21,256,439	20,634,186		21,438,199
Average Leases Outstanding ($)		21,164,674	21,218,472	20,945,312	21,036,192		21,509,487
Number of Leases Outstanding		457,035	467,822	480,199	476,908		492,565
Average Number of Leases Outstanding		462,429	474,011	478,554	484,737		493,592
Number of Repossessions Sold (3)		1,508	1,455	2,763	3,184		3,185
Number of Repossessions Sold as a Percentage of the Average Number of Leases Outstanding (3)		0.33%	0.31%	0.58%	0.66%		0.65%
Charge-offs (4) ($)		47,310	43,332	54,436	58,171		58,220
Recoveries (5) ($)		(20,199)	(8,777)	(7,709)	(6,855)		(6,674)
Net Losses ($)		27,111	34,555	46,727	51,316		51,546
Net Losses as a Percentage of Average Dollar Amount of Leases Outstanding		0.13%	0.16%	0.22%	0.24%		0.24%

		For the nine months ended September 30,
		2022		2021
Leases Outstanding ($)		17,940,915		21,666,098
Average Leases Outstanding ($)		19,544,879		21,423,302
Number of Leases Outstanding		387,087		470,078
Average Number of Leases Outstanding		422,061		468,950
Number of Repossessions Sold (3)		661		1,328
Number of Repossessions Sold as a Percentage of the Average Number of Leases Outstanding (3)		0.21%		0.38%
Charge-offs (4) ($)		18,264		38,550
Recoveries (5) ($)		(13,030)		(16,265)
Net Losses ($)			5,234	22,284
Net Losses as a Percentage of Average Dollar Amount of Leases Outstanding (6)		0.04%		0.14%

(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,
		2021	2020	2019	2018	2017
Total Number of Vehicles Scheduled to Terminate		159,253	172,418	183,609	197,228	159,632
Total Initial ALG Residual on Vehicles Scheduled to Terminate		$4,068,488,144	$4,560,016,057	$5,340,358,070	$5,286,537,588	$4,486,087,621
Number of Vehicles Returned to BMW FS(4)		133,406	144,361	166,366	164,894	157,844
Number of Vehicles Going to Full Term(5)		146,321	142,410	171,040	157,592	142,591
Vehicles Returned to BMW FS Ratio		84%	84%	91%	84%	99%
Total Gain/(Loss) on ALG Residuals on Vehicles Returned to BMW FS(6)		$885,467,442	$138,978,530	($184,891,986)	($162,668,119)	($176,134,028)
Average Gain/(Loss) on ALG Residuals on Vehicles Returned to BMW FS(6)		$6,637	$963	($1,111)	($987)	($1,116)
Total ALG Residual on Vehicles Returned to BMW FS		$3,395,420,628	$3,792,840,639	$4,664,012,482	$4,516,301,472	$4,397,432,459
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		26.1%	3.7%	(4.0)%	(3.6)%	(4.0)%
Total Gain/(Loss) on ALG Residuals on Vehicles Returned to BMW FS as a Percentage of ALG Residuals of Vehicles Scheduled to Terminate		21.8%	3.0%	(3.5)%	(3.1)%	(3.9)%

		For the nine months ended September 30,
		2022	2021
Total Number of Vehicles Scheduled to Terminate		133,868	115,517
Total Initial ALG Residual on Vehicles Scheduled to Terminate		$3,610,763,700	$2,993,425,205
Number of Vehicles Returned to BMW FS(4)		85,599	103,804
Number of Vehicles Going to Full Term(5)		108,519	110,670
Vehicles Returned to BMW FS Ratio		64%	90%
Total Gain/(Loss) on ALG Residuals on Vehicles Returned to BMW FS(6)		$719,181,254	$599,808,656
Average Gain/(Loss) on ALG Residuals on Vehicles Returned to BMW FS(6)		$8,402	$5,778
Total ALG Residual on Vehicles Returned to BMW FS		$2,271,303,652	$2,664,311,526
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		31.7%	22.5%
Total Gain/(Loss) on ALG Residuals on Vehicles Returned to BMW FS as a Percentage of ALG Residuals of Vehicles Scheduled to Terminate		19.9%	20.0%

•

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-2 Notes until 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-2 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 5.248% based on an actual/360 day count, on the Class A-2 Notes is 5.57% based on a 30/360 day count, on the Class A-3 Notes is 5.37% based on a 30/360 day count, and on the Class A-4 Notes is 5.53% based on a 30/360 day count;

•

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, 2023;

•

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 $875.00, commencing in March 2023;

•

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 15, 2023.

Payment Date	0%		50%	75%	100%	150%	200%
Closing Date	100.00%		100.00%	100.00%	100.00%	100.00%	100.00%
March 2023	74.52%		71.38%	69.75%	68.07%	64.57%	60.88%
April 2023	62.45%		57.62%	55.11%	52.52%	47.13%	41.41%
May 2023	50.27%		43.70%	40.27%	36.74%	29.35%	21.49%
June 2023	38.92%		30.52%	26.13%	21.61%	12.13%	2.04%
July 2023	27.72%		17.57%	12.27%	6.79%	0.00%	0.00%
August 2023	13.51%		1.69%	0.00%	0.00%	0.00%	0.00%
September 2023	0.00%		0.00%	0.00%	0.00%	0.00%	0.00%
Weighted Average Life to Maturity (years)(2)	0.33		0.30	0.28	0.27	0.24	0.22
Weighted Average Life to Call (years)(2)(3)	0.33		0.30	0.28	0.27	0.24	0.22

(1)	Percentages assume that no Optional Purchase occurs.

(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.