Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-271899 and 333-271899-03

PROSPECTUS

$555,800,000

Bridgecrest Lending Auto Securitization Trust 2024-2

Issuing Entity

Central Index Key Number: 0002018148

Bridgecrest Lending Auto Securitization Trust 2024-2 will issue the following asset-backed notes:

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The issuing entity is being structured so as not to constitute a “covered fund” as defined in the final regulations issued December 10, 2013, implementing the “Volcker Rule” (Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act).

UNDERWRITERS

Co-Manager solely with respect to the Class A notes

Fifth Third Securities

The date of this prospectus is April 17, 2024.

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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WHERE TO FIND INFORMATION IN THIS PROSPECTUS

This prospectus provides information about the issuing entity, Bridgecrest Lending Auto Securitization Trust 2024-2, including terms and conditions that apply to the notes offered by this prospectus.

You should rely only on the information provided in this prospectus, including the information incorporated by reference. We have not authorized anyone to provide you with other or different information. We are not offering the notes offered hereby in any jurisdiction where the offer is not permitted. We do not claim that the information in this prospectus is accurate on any date other than the date stated on the cover.

We have started with two introductory sections in this prospectus describing the notes and the issuing entity in abbreviated form, followed by a more complete description of the terms of the offering of the notes. The introductory sections are:

We include cross-references in this prospectus to captions in these materials where you can find additional related information. You can find the page numbers on which these captions are located under the Table of Contents in this prospectus. You can also find a listing of the pages where the principal terms are defined under “Index” beginning on page I-1 of this prospectus.

If you have received a copy of this prospectus in electronic format, and if the legal prospectus delivery period has not expired, you may obtain a paper copy of this prospectus from the depositor or from the underwriters upon request.

In this prospectus, the terms “we,” “us” and “our” refer to Bridgecrest Auto Funding LLC.

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REPORTS TO NOTEHOLDERS

After the notes are issued, unaudited monthly reports containing information concerning the issuing entity, the notes and the receivables will be prepared by Bridgecrest Acceptance Corporation (“BAC”), and sent on behalf of the issuing entity to the indenture trustee, which will forward the same to Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”).

The indenture trustee will also make such reports (and, at its option, any additional files containing the same information in an alternative format) available to noteholders each month via its Internet website, which is presently located at www.CTSLink.com. Assistance in using this Internet website may be obtained by calling the indenture trustee’s customer service desk at (866) 846-4526. The indenture trustee will notify the noteholders in writing of any changes in the address or means of access to the Internet website where the reports are accessible.

The reports do not constitute financial statements prepared in accordance with generally accepted accounting principles. BAC, the depositor and the issuing entity do not intend to send any of their financial reports to the beneficial owners of the notes. The issuing entity will file with the Securities and Exchange Commission (the “SEC”) all required annual reports on Form 10-K, distribution reports on Form 10-D and current reports on Form 8-K. Those reports will be filed with the SEC under the name “Bridgecrest Lending Auto Securitization Trust 2024-2” and file number 333-271899-03. The issuing entity incorporates by reference any current reports on Form 8-K filed after the date of this prospectus by or on behalf of the issuing entity before the termination of the offering of the notes. The issuing entity’s annual reports on Form 10-K, distribution reports on Form 10-D and current reports on Form 8-K, and amendments to those reports filed with, or otherwise furnished to, the SEC will not be made available on BAC’s website because those reports are made available to the public on the SEC website as described above.

The depositor has filed with the SEC a Registration Statement on Form SF-3 that includes this prospectus and certain amendments and exhibits under the Securities Act of 1933, as amended, relating to the offering of the notes described herein. This prospectus does not contain all of the information in the Registration Statement. The SEC maintains a website (http://www.sec.gov) that contains reports, registration statements, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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NOTICE TO INVESTORS: UNITED KINGDOM

PROHIBITION ON SALES TO UK RETAIL INVESTORS

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UNITED KINGDOM (“UK”). FOR THESE PURPOSES, A “UK RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF COMMISSION DELEGATED REGULATION (EU) 2017/565 AS IT FORMS PART OF UK DOMESTIC LAW 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 FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA (SUCH RULES AND REGULATIONS AS AMENDED) TO IMPLEMENT DIRECTIVE (EU) 2016/97 (AS AMENDED), 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 UK DOMESTIC LAW BY VIRTUE OF THE EUWA, AND AS AMENDED; OR (III) NOT A QUALIFIED INVESTOR (A “UK QUALIFIED INVESTOR”) AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129 (AS AMENDED), AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA, AND AS AMENDED (THE “UK PROSPECTUS REGULATION”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED), AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA, AND AS AMENDED (THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO UK RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS REGULATION.

OTHER UK OFFERING RESTRICTIONS

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSE OF THE UK PROSPECTUS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFERS OF NOTES IN THE UK WILL BE MADE ONLY TO A UK QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE UK OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO TO ONE OR MORE UK QUALIFIED INVESTORS. NONE OF THE ISSUING ENTITY, THE DEPOSITOR OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN THE UK OTHER THAN TO UK QUALIFIED INVESTORS.

OTHER UK REGULATORY RESTRICTIONS

THIS PROSPECTUS MAY ONLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN THE UK TO PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFYING AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19 (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”), OR TO PERSONS WHO FALL WITHIN ARTICLE 49(2)(A)-(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER OR TO ANY OTHER PERSON TO WHOM THIS PROSPECTUS MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED. NEITHER THIS PROSPECTUS NOR THE NOTES ARE OR WILL BE AVAILABLE TO OTHER CATEGORIES OF PERSONS IN THE UK AND NO ONE IN THE UK FALLING OUTSIDE SUCH CATEGORIES IS ENTITLED TO RELY ON, AND THEY MUST NOT ACT ON, ANY INFORMATION IN THIS PROSPECTUS. THE COMMUNICATION OF THIS PROSPECTUS TO ANY PERSON IN THE UK OTHER THAN PERSONS IN THE CATEGORIES STATED ABOVE IS UNAUTHORIZED AND MAY CONTRAVENE THE FSMA.

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NOTICE TO INVESTORS: EUROPEAN ECONOMIC AREA

PROHIBITION ON SALES TO EU RETAIL INVESTORS

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (THE “EEA”). FOR THESE PURPOSES, AN “EU RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF: (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 (AN “EU QUALIFIED INVESTOR”) AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129 (AS AMENDED) (THE “EU PROSPECTUS REGULATION”). CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “EU PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO EU RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE EU PRIIPS REGULATION.

OTHER EEA OFFERING RESTRICTIONS

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSE OF THE EU PROSPECTUS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFERS OF NOTES IN THE EEA WILL BE MADE ONLY TO AN EU QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE EEA OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO TO ONE OR MORE EU QUALIFIED INVESTORS. NONE OF THE ISSUING ENTITY, THE DEPOSITOR OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN THE EEA OTHER THAN TO EU QUALIFIED INVESTORS.

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SUMMARY OF STRUCTURE AND FLOW OF FUNDS

This structural summary briefly describes certain major structural components, the relationship among the parties, the flow of funds and certain other material features of the transaction. This structural summary does not contain all of the information that you need to consider in making your investment decision. You should carefully read this entire prospectus to understand all the terms of this offering.

Structural Diagram

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Flow of Funds⁽¹⁾

(Prior to an Acceleration after an Event of Default)

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RISK FACTORS

An investment in the notes involves significant risks. Before you decide to invest, we recommend that you carefully consider the following risk factors.

THE CHARACTERISTICS, SERVICING AND PERFORMANCE OF THE RECEIVABLES POOL COULD RESULT IN DELAYS IN PAYMENT OR LOSSES ON YOUR NOTES.

A receivables pool that includes substantially all receivables that are the obligations of sub-prime obligors will have higher default rates than a receivables pool that includes primarily obligations of prime obligors.

Substantially all of the receivables in the receivables pool are sub-prime receivables with obligors who do not qualify for conventional motor vehicle financing as a result of, among other things, a lack of or adverse credit history, low income levels and/or the inability to provide adequate down payments. While the seller’s underwriting guidelines were designed to establish that, notwithstanding such factors, the obligor would be a reasonable credit risk, the receivables pool will nonetheless experience higher default rates than a portfolio of obligations of prime obligors. In the event of such defaults, generally, the most practical alternative is repossession of the financed vehicle. As a result, losses on the receivables are anticipated from repossessions and foreclosure sales that do not yield sufficient proceeds to repay the receivables in full. See “—The risk and severity of loss on the receivables is generally higher in circumstances where the outstanding principal balance of a receivable is greater than the value of the related financed vehicle, which may result in losses on your notes” in this prospectus.

The geographic concentration of the obligors in the receivables pool and varying economic circumstances may increase the risk of losses or reduce the return on your notes.

The concentration of the receivables in specific geographic areas may increase the risk of loss. A deterioration in economic conditions regardless of reason, a natural or manmade disaster, extreme weather conditions (including an increase in the frequency of extreme weather conditions as a result of climate change) or civil unrest in the states where obligors reside could cause damage to the financed vehicles and could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables and may consequently adversely affect the delinquency, default, loss and repossession experience of the issuing entity with respect to the receivables of the obligors in such states. See “—Recent and future economic developments may adversely affect the performance of the receivables and may result in reduced or delayed payments on your notes.” As a result, you may experience payment delays and losses on your notes. An insurance payment due to damage to a financed vehicle or an improvement in economic conditions could result in prepayments by the obligors of their payment obligations under the receivables. As a result, you may receive principal payments of your notes earlier than anticipated. See “—Certain features of the notes and financial market disruptions may adversely affect the return on your notes or the market value and liquidity of your notes—Returns on your investments may be reduced by prepayments on the receivables, events of default, optional redemption of the notes or repurchases of receivables from the grantor trust.”

As of the cut-off date, based on the states of residence of the obligors, approximately 13.24%, 13.07%, 9.72%, 6.70% and 6.10% of the principal balance of the receivables in the pool were located in Florida, Texas, Georgia, North Carolina and California, respectively. No other state accounts for more than 5.00% of the principal balance of the receivables in the pool as of the cut-off date. Because of the concentration of the obligors in certain states, any adverse economic factors, natural or manmade disasters, extreme weather conditions (including an increase in the frequency of extreme weather conditions as a result of climate change) or civil unrest in those states may have a greater effect on the performance of the receivables than if the concentration did not exist, which may result in a greater risk of loss on your notes. In particular, there have been predictions that climate change may lead to an increase in the frequency of natural disasters and extreme weather conditions, with certain states bearing a greater risk of the adverse effects of climate change, which could increase the risks related to geographic concentration in the pool.

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The impact of climate-change related events, including efforts to reduce or mitigate the effects of climate change, may increase the risk of losses or reduce the return on your notes.

The effects of climate change such as natural disasters or extreme weather conditions (including any increase in the frequency and range of natural disasters and extreme weather conditions as a result of climate change) in the locations where obligors work or reside could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables, including as a result of damage to the financed vehicles, and may consequently adversely affect the delinquency, default, loss and repossession experience of the issuing entity with respect to the receivables in such states. See “—The geographic concentration of the obligors in the receivables pool and varying economic circumstances may increase the risk of losses or reduce the return on your notes.” Further, the pricing of used vehicles is affected by, among other factors, consumer preferences, which may be impacted by consumer perceptions of climate change and consumer efforts to mitigate or reduce climate change-related events by purchasing vehicles that are viewed as more fuel efficient (including vehicles powered primarily or solely through electricity). An increase in the supply or a decrease in the demand for used vehicles may adversely impact the resale value of the financed vehicles securing the receivables. See “—The risk and severity of loss on the receivables is generally higher in circumstances where the outstanding principal balance of a receivable is greater than the value of the related financed vehicle, which may result in losses on your notes.”

Further, the implementation of new or revised laws or regulations designed to address or mitigate the potential impacts of climate change (including laws which may adversely impact the auto industry in particular as a result of efforts to mitigate the factors contributing to climate change) could have a significant impact on the servicer, the sponsor, the depositor and the issuing entity (including as a result of an adverse impact generally on the auto finance and resale markets) and could adversely affect the timing and amount of payments on your notes. See “—Adverse events affecting the servicer or other transaction parties could result in losses on your notes or reduce the market value or liquidity of your notes.”

Consequently, the impact of climate-change related events, including efforts to reduce or mitigate the effects of climate change, may increase the risk of losses or reduce the return on your notes.

The risk and severity of loss on the receivables is generally higher in circumstances where the outstanding principal balance of a receivable is greater than the value of the related financed vehicle, which may result in losses on your notes.

As of the cut-off date, the majority of the receivables in the pool (by aggregate outstanding principal balance of the receivables in the pool) have a loan-to-value ratio (including ancillary products) greater than 100% and approximately 86% of the receivables in the pool (by the aggregate outstanding principal balance of the receivables in the pool) have a loan-to-value ratio (including ancillary products) greater than 120%, which means that the outstanding principal balance of the receivable is greater than the value of the related financed vehicle. Further, the rate of depreciation of a financed vehicle could exceed the amortization of the outstanding principal balance of the related receivable. For example, new vehicles normally experience an immediate decline in value after purchase because they are no longer considered to be new. The lack of any significant equity in their vehicles may make it more likely that the related obligors will default in their payment obligations if their personal financial conditions change. A default during the earlier years of a receivable’s term is more likely to result in losses because the proceeds of repossession of the related financed vehicle are less likely to pay the full amount of interest and principal owed on that receivable. Further, the frequency and amount of losses may be greater for receivables with longer terms because these receivables tend to have a somewhat greater frequency of delinquencies and defaults and because the slower rate of amortization of the principal balance of a longer term receivable may result in a longer period during which the value of the related financed vehicle is less than the remaining principal balance of the receivable. Additionally, obligors on receivables related to financed vehicles affected by a vehicle recall may be more likely to be delinquent in, or default on, payments on their receivables. Although the frequency of delinquencies and defaults tends to be greater for receivables secured by used vehicles, loss severity tends to be greater with respect to receivables secured by new vehicles because of the higher rate of depreciation described above particularly when there is also a decline in used vehicle prices. Similarly, receivables with a higher loan-to-value ratio tend to have a higher severity of loss. Furthermore, specific makes, models and vehicle types may experience a higher rate of depreciation and a greater than anticipated decline in used vehicle prices under certain market conditions including, but not limited to, the discontinuation of a brand by a manufacturer, the termination of dealer franchises by a manufacturer or a product recall.

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The pricing of used vehicles is affected by the supply and demand for those vehicles, which, in turn, is affected by consumer preferences (including preferences that may change quickly based on factors such as fuel costs, an actual or perceived increase in extreme weather or consumer perceptions of climate change and consumer efforts to mitigate or reduce climate change-related events by purchasing vehicles that are viewed as more fuel efficient (including vehicles powered primarily or solely through electricity)), economic factors, the introduction and pricing of new vehicle models and other factors, including the impact of vehicle recalls or the discontinuation of vehicle models or brands. Significant increases in the inventory of used motor vehicles subject to a recall may also depress the prices at which repossessed motor vehicles may be sold or delay the timing of those sales. Decisions by a manufacturer with respect to new vehicle production, pricing and incentives may affect used vehicle prices, particularly those for the same or similar models. If programs are implemented by the United States government to stimulate the sale of new vehicles, this may have the effect of further reducing the values of used vehicles, resulting in increased losses that may result in losses on your notes. Further, the insolvency of a manufacturer or ratings downgrade of a manufacturer may negatively affect used vehicle prices for vehicles manufactured by that company. An increase in the supply or a decrease in the demand for used vehicles may adversely impact the resale value of the financed vehicles securing the receivables. Decreases in the value of those vehicles may, in turn, reduce the incentive of obligors to make payments on the receivables and decrease the proceeds realized by the issuing entity from repossessions of financed vehicles. Additionally, the Coronavirus Disease 2019 (“COVID-19”) pandemic and the related economic and financial disruptions have affected both the supply and demand of new and used vehicles, as well as repossession activity and the market and process for the sale of repossessed vehicles, and supply chain disruptions and a reduction in the supply of new vehicles has contributed to an increase in demand for used vehicles. As a result of the foregoing, the delinquency and net loss figures, shown in the tables appearing under “The Receivables Pool—Delinquencies and Net Losses” in this prospectus, might be a less reliable indicator of the rates of delinquencies, repossessions and losses that could occur on the receivables in the receivables pool than would otherwise be the case.

The servicer’s discretion over the servicing of the receivables may impact the amount and timing of funds available to make payments on the notes.

Although the servicer is obligated to service the receivables in accordance with its customary servicing practices, the servicer has broad discretion in servicing the receivables, including the ability to grant payment extensions and to determine the timing and method of collection (including whether or not to repossess the related financed vehicle) and liquidation procedures. The servicer, in its own discretion, may permit an extension on, or a deferral of, payments due or halt repossession activity on a case-by-case basis or more broadly in accordance with its customary servicing practices, for example, in connection with a natural disaster or public health emergency affecting a large group of obligors. See “Servicing by BAC” in this prospectus. Payment deferrals or extensions or delays in initiating repossession activity may extend the maturity of the receivables, increase the weighted average life of any class of notes and reduce the yield on your notes.

In addition, the servicer’s customary servicing practices may change from time to time and those changes could reduce collections on the receivables. Although the servicer’s customary servicing practices at any time will apply to all comparable motor vehicle receivables serviced by the servicer, without regard to whether a receivable has been sold to the grantor trust, the servicer is not obligated to maximize collections from the receivables. Consequently, the manner in which the servicer exercises its servicing discretion or changes its customary practices could have an impact on the amount and timing of collections on the receivables, which may impact the amount and timing of funds available to make payments on the notes.

Additionally, if the servicer breaches certain covenants with respect to the servicing of the receivables, the servicer may be required to indemnify for actual losses related to such receivables. If the servicer fails to pay for such actual losses, as and when required, investors might experience reductions or delays in payments on the notes. See “The Transaction Documents—The Servicing Agreement and Servicing of the Receivables.”

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BAC’s proprietary scoring system may not perform as expected or may fail to properly quantify the credit risks associated with BAC’s customers and historical loss experience may not accurately predict the likelihood of delinquencies, defaults and losses on the receivables.

BAC has developed, and revises from time to time, complex proprietary scoring models that use traditional and non-traditional variables to assess credit risk and determine credit offer parameters. There is no guarantee that BAC’s scoring models will perform as intended.

If BAC made errors in developing or validating its scoring models, trained or validated its models on incomplete, inaccurate, or biased data sets, or used model development or validation techniques that result in bias or instability, BAC may fail to gauge credit risk as expected and make credit decisions that result in higher delinquencies and net losses. BAC’s scoring models are generally developed and validated on samples of consumer data and loan performance pertaining to a distinct period of time in the past. Changes in the macroeconomy, consumer behavior, creditor reporting behavior, and third party data reporting methods between a model’s development and validation periods and between a model’s development period and when the model is used by BAC could materially impact the relationship between inputs to BAC’s models and expected credit outcomes, resulting in a reduction of the ability of BAC’s scoring models to assess credit risk as expected. Proprietary scores, including the credit score data presented in this prospectus, do not account for changes in obligors’ employment, income, or credit profiles subsequent to the date as of which such data is obtained or calculated. Consequently, information regarding proprietary scores for the receivables in the pool presented in “The Receivables Pool” should not be relied upon as a basis for an expectation that a receivable will be paid in accordance with its terms.

BAC’s scoring models rely heavily on data obtained from third parties. If the data BAC obtains from third parties for use in its models is incomplete, inaccurate, biased, or not provided consistent with the methods and practices used by such third parties during the time period of the sample upon which BAC built or validated our models, the output of BAC’s models may be unreliable and fail to properly quantify credit risk, resulting in it making credit decisions that result in higher delinquencies and net losses. Further, although BAC establishes guidelines and policies governing its underwriting, income verification, identity verification, vehicle valuation, and fraud detection processes and procedures, there have been instances in the past in which these processes and procedures have not been effective, and there is a risk that these checks could also fail or be ineffective in the future, which could result in losses related to fraud being borne by the noteholders.

Further, BAC’s credit scoring models were built using data from prior to the global outbreak of COVID-19 and the recent rise in inflation, and consequently may not adequately take into account the longer-term impact of social, economic and financial disruptions caused by the COVID-19 pandemic or other social, economic and financial conditions that differ significantly from those that prevailed at the inception or most recent refinement of the model.

Historical loss and delinquency information set forth in this prospectus under “The Receivables Pool—Delinquencies and Net Losses” was affected by several variables, including general economic conditions and market interest rates, that are expected to differ in the immediate future, and are likely to differ in the longer term future. Consequently, the net loss experience calculated and presented in this prospectus with respect to the servicer’s owned and serviced portfolio of auto receivables may not reflect actual experience with respect to the receivables in the receivables pool. The sponsor has experienced variability (including increases) in delinquencies and repossessions on its auto loan portfolio, which variability may continue (including as a result of the COVID-19 outbreak and its related effects on obligors, the United States economy global financial markets and the business or operations of the sponsor or the servicer). Further, the prices of used vehicles, including the prices at which the servicer is able to sell repossessed vehicles, are variable, and declines in used vehicle prices will result in increased losses on defaulted receivables. In addition, future delinquency rates, rates of repossession, recovery rates on repossessed vehicles or loss experience of the servicer with respect to the receivables may be better or worse than that set forth in the static pool information and historical delinquency and loss information contained in this prospectus.

In addition, the servicer’s customary servicing practices have changed over time and may change from time to time in the future, and those changes could reduce collections on the receivables. As a result, the delinquency and net loss experience presented in this prospectus with respect to the servicer’s owned and serviced portfolio of auto receivables or the static pool information may not reflect actual experience with respect to the receivables in the receivables pool. If the performance of the receivables in the receivables pool is worse than expected, the timing and amount of payments on the notes could be adversely affected.

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Recent and future economic developments may adversely affect the performance of the receivables and may result in reduced or delayed payments on your notes.

A deterioration in economic conditions and certain economic factors, such as reduced business activity, high unemployment, interest rates, housing prices, energy prices (including the price of gasoline), increased consumer indebtedness (including of obligors on the receivables), lack of available credit, the rate of inflation (such as the recent increase in inflation) and consumer perceptions of the economy, as well as other factors, such as terrorist events, civil unrest, cyber-attacks, public health emergencies, extreme weather conditions or significant changes in the political environment (such as the ongoing military conflict between Ukraine and Russia and the armed conflict in the Middle East) and/or public policy, including increased state, local or federal taxation, could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables. The issuing entity’s ability to make payments on the notes could be adversely affected if obligors were unable to make timely payments or if the servicer elected to, or was required to, implement forbearance programs for obligors.

The United States has in the past experienced, and may in the future experience, a recession or period of economic contraction or volatility. During the recession that resulted from COVID-19, the United States experienced an unprecedented level of unemployment claims, economic volatility, inflation, and a decline in consumer confidence and spending. The long-term impacts of social, economic and financial disruptions caused (directly and indirectly) by COVID-19 are unknown. Although the economy initially improved following the initial outbreak of COVID-19, the outlook for the U.S. economy remains uncertain, and it is currently unclear whether the United States is experiencing, or soon will experience, another recession. Recently, rapidly rising inflation and related economic policies have caused periods of economic contraction that may be prolonged. Periods of economic slowdown or recession are often characterized by high unemployment and diminished availability of credit, generally resulting in increases in delinquencies, defaults, repossessions and losses on automobile loans.

Further, periods of economic slowdown may also be accompanied by temporary or prolonged decreased consumer demand for motor vehicles and declining used vehicle prices. Significant increases in the inventory of used vehicles during periods of economic slowdown or recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales.

All of these factors could result in reduced or delayed payments on your notes. If an economic downturn is experienced for a prolonged period of time, it is expected that delinquencies will increase and losses on the receivables could increase, which could result in losses on your notes. An improvement in economic conditions could result in prepayments by the obligors of their payment obligations under the receivables, either because obligors elect to make payments more frequently or in larger-than-required amounts or because obligors sell the financed vehicles more frequently in connection with the purchase of new vehicles. As a result, you may receive principal payments of your notes earlier than anticipated, which could reduce the return on your notes.

The application of the Servicemembers Civil Relief Act and similar state laws may lead to delays in payment or losses on your notes.

The Servicemembers Civil Relief Act and similar state laws may limit the interest payable on a receivable during an obligor’s period of active military duty. These laws, together with the servicer’s policies developed to comply with such legislation, as well as give additional benefits to active military personnel (and, in some circumstances, their family members and certain other related parties, even where not required by law), could adversely affect the ability of the servicer to collect full amounts of interest on a receivable, as well as limit the ability of the servicer to repossess the financed vehicle related to an affected receivable during and, for a certain time after, the obligor’s period of active military duty. On July 29, 2022, the CFPB (as defined below) and the U.S. Department of Justice sent a notification letter to certain auto lending and leasing companies reminding them of the protections offered to servicemembers and their dependents under the Servicemembers Civil Relief Act. These laws and the servicer’s policies may result in delays and losses in payments to holders of the notes. See “Material Legal Aspects of the Receivables—Servicemembers Civil Relief Act” in this prospectus.

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Failure to comply with consumer protection laws may result in losses on your investment.

Federal and state consumer protection laws regulate the creation, collection and enforcement of consumer contracts such as the receivables. These laws impose specific statutory liabilities upon creditors who fail to comply with the provisions of these laws. Although the liability of the issuing entity or the grantor trust to the obligor for violations of applicable federal and state consumer laws may be limited, these laws may make an assignee of a receivable, such as the grantor trust, liable to the obligor for any violation by the lender or may affect the grantor trust’s ability to enforce its rights to collect under the receivable or to repossess the related financed vehicle. The sponsor may be obligated to repurchase from the grantor trust any receivable that fails to comply with federal and state consumer protection laws. To the extent that the sponsor fails to make (or is not required to make) such a repurchase, or to the extent that a court holds the grantor trust liable for violating consumer protection laws regardless of such a repurchase, a failure to comply with consumer protection laws could result in required payments by the grantor trust, including as described in “—Adverse events affecting the servicer or other transaction parties could result in losses on your notes or reduce the market value or liquidity of your notes—Federal or state regulatory reform could have a significant impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes.” For a discussion of federal and state consumer protection laws which may affect the receivables, you should refer to “Material Legal Aspects of the Receivables—Consumer Protection Laws” in this prospectus.

Further, changes to, or expanded interpretations and enforcement of, laws or regulations enacted to address consumer protection, could have a significant impact on the servicer, the sponsor, the depositor, the issuing entity or the grantor trust or could adversely affect the collectability of the receivables in the receivables pool (for example, if a license necessary for the servicer to service the receivables in the receivables pool were revoked or if the servicer, the sponsor, the issuing entity or the grantor trust were unable to obtain a required license), which could adversely affect the timing and amount of payments on your notes.

THE ISSUING ENTITY HAS LIMITED PROPERTY, AND DELAYS IN PAYMENT OR LOSSES ON YOUR NOTES COULD ARISE FROM SHORTFALLS OR DELAYS IN AMOUNTS AVAILABLE TO MAKE PAYMENTS ON THE NOTES.

You must rely for repayment only upon the issuing entity property which may not be sufficient to make full payments on your notes.

Your notes are secured solely by the issuing entity property, the principal asset of which will be a certificate representing the entire beneficial ownership in the grantor trust; the primary assets of the grantor trust will be the receivables pool. The sponsor, the servicer and the depositor are not obligated to make any payments to you or on your notes and do not guarantee payments on the receivables. Further, neither the notes nor the receivables will be insured or guaranteed by the United States or any governmental entity. Distributions on any class of notes will depend solely on the amount and timing of payments and other collections in respect of the receivables and distributions from the reserve account. These amounts, together with other payments and collections in respect of the receivables, may not be sufficient to make full and timely distributions on your notes. If delinquencies and losses create shortfalls which exceed the available credit enhancement, you may experience delays or reductions in payments on your notes and you could suffer a loss.

You may experience a loss or a delay in receiving payments on the notes if the issuing entity property is liquidated.

If an event of default under the indenture occurs and the notes are accelerated, the indenture trustee may liquidate the issuing entity property. As a result:

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The issuing entity cannot predict the length of time that will be required for liquidation of the issuing entity property to be completed. In addition, liquidation proceeds may not be sufficient to repay the notes in full. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the outstanding principal amount of the notes to be paid before the related final scheduled payment date will involve the prepayment risks described above.

Repurchase or indemnification obligations are limited, and do not protect the issuing entity from all risks that could impact the performance of the receivables.

The sponsor will make limited representations and warranties regarding the characteristics of the receivables to be transferred to the grantor trust. The sponsor will be obligated to repurchase from the grantor trust (as assignee of the depositor) a receivable if there is a breach of the representations or warranties regarding the eligibility of such receivable (and such breach is not cured and materially and adversely affects the interest of the issuing entity or the noteholders in such receivable). Additionally, BAC, as servicer, will be obligated to indemnify for actual losses if the servicer makes certain modifications to the receivable or if the servicer breaches certain servicing covenants (and such breach is not cured and materially and adversely affects the interest of the grantor trust or the noteholders in such receivable). However, the representations and warranties made by the seller and the servicer are not a guarantee of performance and do not protect the grantor trust from all risks that could impact the performance of the receivables, including risks related to the outbreak of COVID-19 or adverse economic developments. Further, the representations and warranties are made as of the cut-off date or closing date, as applicable, and are not ongoing representations or warranties with respect to the eligibility of the receivables. While the seller or servicer may be obligated to repurchase a receivable, the seller or servicer may not be financially in a position to fund its repurchase obligation and you could suffer a loss.

Interests of other persons in the receivables and financed vehicles could be superior to the interests of the grantor trust, which may result in losses on the receivables and reduced payments on your notes.

Generally, each receivable is secured at origination by the related financed vehicle. Although the receivables will be transferred to the grantor trust and pledged to the indenture trustee, the lien certificates or certificates of title relating to the financed vehicles securing the receivables will not be amended or reissued to identify the grantor trust as the new secured party. In the absence of an amendment or reissuance, the grantor trust may not have a perfected security interest in the financed vehicles securing the receivables in some states. Additionally, the grantor trust could lose the priority of its security interest in a financed vehicle due to, among other things, liens for repairs or storage of a financed vehicle or for unpaid taxes of an obligor. None of the servicer, the sponsor, or any other person will have any obligation to purchase or repurchase a receivable if liens for repairs or storage of a financed vehicle or for unpaid taxes of an obligor result in the loss of the priority of the security interest in the financed vehicle.

If the grantor trust has failed to obtain or maintain a perfected security interest in a financed vehicle, its security interest would be subordinate to, among others, a bankruptcy trustee of the obligor, a subsequent purchaser of the financed vehicle or a holder of a perfected security interest in the financed vehicle or a bankruptcy trustee of such holder. The servicer may not be able to repossess and liquidate a financed vehicle if the security interest in that vehicle created by the receivable is not perfected at the time of repossession, which could result in higher losses on defaulted receivables and reduced collections available to make payments on your notes. See “Material Legal Aspects of the Receivables—Security Interests in the Financed Vehicles” in this prospectus.

The servicer will maintain possession of the original contracts for each of the receivables in tangible form or “control” of the authoritative copies of the contracts in electronic form, and the original contracts and authoritative copies of electronic contracts will not be segregated or marked as belonging to the grantor trust. If the servicer sells or pledges the receivables and delivers the original contracts for the receivables to another party or permits another party to obtain control of the authoritative copies of the electronic contracts, in violation of its contractual obligations under the transaction documents, this party could acquire an interest in the receivable which may have

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priority over the grantor trust’s interest. The servicer could also lose possession or control of the contracts through fraud, forgery, negligence or error, or as a result of a computer virus or a hacker’s actions or otherwise (especially in a circumstance where the contracts are held in electronic form). Furthermore, if the servicer becomes the subject of an insolvency or receivership proceeding, competing claims to ownership or security interests in the receivables could arise. These claims, even if unsuccessful, could result in delays in payments on the notes. If successful, these claims could result in losses or delays in payment to you or an acceleration of the repayment of the notes.

The possibility that the grantor trust may not have a perfected security interest in the financed vehicles or in the receivables may affect the grantor trust’s ability to receive payments on the receivables or liquidation proceeds with respect to the financed vehicles. Therefore, you may be subject to delays in payment and may incur losses on your notes.

ADVERSE EVENTS AFFECTING THE SERVICER OR OTHER TRANSACTION PARTIES COULD RESULT IN LOSSES ON YOUR NOTES OR REDUCE THE MARKET VALUE OR LIQUIDITY OF YOUR NOTES.

Adverse events with respect to the sponsor, the servicer or their affiliates could affect the timing of payments on your notes or adversely affect the market value or liquidity of your notes.

Adverse events with respect to the sponsor, the servicer or any of their affiliates could result in servicing disruptions or affect the performance or market value of your notes and your ability to sell your notes in the secondary market. For example, servicing disruptions could result from unanticipated events beyond the servicer’s control, such as natural disasters, civil unrest, cyber-attacks, political instability, armed conflict (such as the military conflict between Ukraine and Russia and the armed conflict in the Middle East), public health emergencies (including COVID-19 or similar outbreaks) and economic disruptions, particularly to the extent such events affect the servicer’s business or operations. Further, the failure of certain third parties that the servicer and sponsor rely on to deliver products and services to support their business to fully perform their obligations in a timely manner could adversely impact the servicer’s or sponsor’s ability to operate its business or perform their respective obligations under the transaction documents or could cause a disruption in collection activities with respect to the receivables owned by the grantor trust. In addition, in the event of a termination and replacement of the servicer, there may be some disruption of the collection activity with respect to the receivables owned by the grantor trust, leading to increased delinquencies, defaults and losses on the receivables. Any such disruptions may cause you to experience delays in payments or losses on your notes.

BAC, and its affiliates, rely upon its ability to sell securities in the asset-backed securities market and upon its ability to access various credit facilities to fund their operations. As of December 31, 2023, BAC and DriveTime Car Sales Company, LLC (“DriveTime Car Sales”) had available liquidity of $697.5 million, which includes the availability from BAC’s portfolio warehouse facilities with four warehouse lenders and DriveTime Car Sales revolving inventory facility with one floorplan lender, in each case subject to satisfaction of the terms and conditions of the respective agreements. As of December 31, 2023, BAC had $1.1 billion in revolving warehouse capacity with $402.5 million outstanding and DriveTime Car Sales had $350.0 million in revolving inventory capacity with no balance outstanding. As discussed under “—The characteristics, servicing and performance of the receivables pool could result in delays in payment or losses on your notes—Recent and future economic developments may adversely affect the performance of the receivables and may result in reduced or delayed payments on your notes,” the global credit and financial markets have recently experienced, and may continue to experience, significant disruption and volatility. If BAC’s access to funding is reduced or if BAC’s costs to obtain such funding significantly increases, BAC’s business, financial condition and results of operations could be materially and adversely affected, which could adversely affect BAC’s ability to perform its obligations under the transaction documents, including as servicer. Further, if the ownership of BAC or any of its affiliates were to change or if any employee or officer of BAC integral to BAC’s business were no longer involved in the management of BAC, then the business, financial condition or results of operations could be materially and adversely affected, which could adversely affect BAC’s ability to perform its obligations under the transaction documents, including as servicer.

Additionally, the ability of the servicer to perform its obligations under the transaction documents will depend, in part, on its ability to store, retrieve, process and manage substantial amounts of information. Any failure or interruption of the servicer’s information system systems or any third party information systems on which it relies as a result of inadequate or failed processes or systems, human errors, employee misconduct, catastrophic events, external or internal security breaches, acts of vandalism, hardware or software failures, computer viruses, malware, ransomware, misplaced or lost data or other events could disrupt the servicer’s normal operating procedures, could

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damage its reputation, could lead to significant costs to remediate and could have an adverse effect on its business, results of operations and financial condition.

From time to time, the servicer may update its servicing systems in order to improve operating efficiency, update technology and enhance customer services. In connection with any updates or transitions, the servicer has experienced brief servicing disruptions and, in the future, may experience brief or prolonged disruptions in servicing activities both during and following roll-out of the new servicing systems or platforms caused by, among other things, periods of system down-time and periods devoted to user training. These and other implementation-related difficulties may contribute to higher delinquencies, servicing inefficiencies, data processing issues, manual intervention to supplement or correct systems issues and the need for further updates to the servicing systems. It is not possible to predict with any degree of certainty all of the potential adverse consequences that may be experienced in connection with a failure or interruption of information systems, and any disruptions in servicing activities may have an adverse effect on your notes.

Further, many companies (including the servicer) have seen an increase in the number and range of cyber-attacks, which, if successful, could give rise to the loss of significant amounts of sensitive information and the disablement of the information technology systems used to service obligors on the receivables and other customers. The servicer may incur significant costs in attempting to protect against such attacks or remediate any vulnerability or resulting breach. If the servicer fails to effectively manage cyber-security risk or is required to devote significant resources towards doing so, this could materially and adversely affect its business, financial condition and results of operation, as well as the servicer’s ability to service the receivables, resulting in an increased risk of loss on the notes.

The sponsor has been, or may become, subject to various legal and regulatory proceedings and governmental investigations in the ordinary course of its business. The sponsor is also party to, or is periodically otherwise involved in, reviews, investigations, examinations and proceedings (both formal and informal), and information-gathering requests, by government and self-regulatory agencies and various state regulatory and enforcement agencies. Investigations, litigation, regulatory proceedings and/or information-gathering requests that the sponsor or any of its subsidiaries or affiliates are involved in, or may become involved in, have resulted in and may in the future result in (individually or in the aggregate) adverse consequences to the sponsor including, without limitation, adverse judgments, settlements, fines, penalties, injunctions, or other actions and may affect the ability of the sponsor or any of its subsidiaries or affiliates to perform their respective duties under the transaction documents.

Furthermore, if the servicer becomes the subject of an insolvency proceeding, competing claims to ownership or security interests in the receivables could arise. These claims, even if unsuccessful, could result in delays in payments on the notes. If successful, the attempt could result in losses or delays in payments to you or an acceleration of the repayment of the notes. See “—Bankruptcy of BAC, the seller or the depositor, or an affiliate thereof, could result in delays in payments or losses on your notes” below.

Federal or state regulatory reform could have a significant impact on the servicer, the sponsor, the depositor, the issuing entity or the grantor trust and could adversely affect the timing and amount of payments on your notes.

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law. The Dodd-Frank Act is extensive and significant legislation that, among other things, created a framework for the liquidation of certain bank holding companies and other nonbank financial companies and certain of their subsidiaries in the event such a company is in default or in danger of default and the resolution of such a company under other applicable law would have serious adverse effects on financial stability in the United States, and created the Bureau of Consumer Financial Protection, known as the Consumer Financial Protection Bureau (the “CFPB”), an agency responsible for, among other things, administering and enforcing the laws and regulations for consumer financial products and services and conducting examinations of large banks and their affiliates and certain non-depository institutions for purposes of assessing compliance with the requirements of consumer financial laws.

The Dodd-Frank Act impacts the offering, marketing and regulation of consumer financial products and services offered by financial institutions. The CFPB has supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions and large insured depository institutions and their respective affiliates. See “Material Legal Aspects of the Receivables—Consumer Financial Protection Bureau” in this prospectus.

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Compliance with the implementing regulations under the Dodd-Frank Act and the oversight of the SEC, CFPB or other government entities, as applicable, has imposed costs on, created operational constraints for, and placed limits on pricing of consumer products with respect to finance companies such as the sponsor. Because of the complexity of the Dodd-Frank Act, the ultimate impact of the Dodd-Frank Act and its effects on the financial markets and their participants will not be fully known for an extended period of time. Therefore, requirements imposed by the Dodd-Frank Act may have a significant future impact on the servicing of the receivables, or on the regulation and supervision of the servicer, the sponsor, the depositor, the issuing entity, the grantor trust and/or their respective affiliates.

The CFPB has successfully asserted the power to investigate and bring enforcement actions directly against securitization special purpose entities. On December 13, 2021, in an action brought by the CFPB, the U.S. District Court for the District of Delaware denied a motion to dismiss filed by a securitization trust by holding that the trust is a “covered person” under the Dodd-Frank Act because it engages in the servicing of loans, even if through servicers and subservicers. CFPB v. Nat’l Collegiate Master Student Loan Trust, No. 1:17-cv-1323-SB (D. Del.). On February 11, 2022, the district court granted the defendant trusts’ motion to certify that order for an immediate interlocutory appeal and stayed the case pending resolution of any appeal. On April 29, 2022, the Third Circuit Court of Appeals granted the defendant trusts’ petition for an interlocutory appeal. On May 17, 2023, the Third Circuit Court of Appeals heard oral arguments in connection with the appeal. On March 19, 2024, the Third Circuit Court of Appeals issued its decision on the interlocutory appeal holding that the defendant trusts are “covered persons” under the Dodd-Frank Act and subject to the CFPB’s enforcement authority. Therefore, the CFPB may rely on this decision as precedent in investigating and bringing enforcement actions against other trusts, including the issuing entity or the grantor trust, in the future.

In February 2022, the CFPB also issued a compliance bulletin stating its position that automobile loan holders and servicers are responsible for ensuring that their repossession-related practices, and the practices of their service providers, do not violate applicable law, and the CFPB also described its intention to hold auto loan holders and servicers liable for unfair, deceptive, or abusive acts or practices related to the repossession of automobiles. In its Supervisory Highlights for Spring and Fall of 2022, the CFPB has also identified certain auto loan servicing concerns, including the failure to ensure customers received add-on product refunds after events such as repossession or early payoff of the account. Recently, the CFPB entered into consent orders with a large national bank and a finance company related to certain servicing practices. Among other things, the CFPB determined that such large national bank engaged in unfair auto loan servicing acts and practices by incorrectly applying consumer payments, charging borrowers incorrect fees, interest or other amounts, wrongly repossessing borrowers’ automobiles and failing to ensure consumers received refunds for certain premiums the consumers paid dealers at origination relating to retail installment contracts purchased by such large national bank. In particular, the consent order stated that such large national bank did not ensure that unearned guaranteed asset protection (“GAP”) contract premiums were refunded to all borrowers who paid off their accounts early. It is possible that the CFPB may bring enforcement actions against securitization trusts holding motor vehicle retail installment sale contracts, such as the issuing entity and the grantor trust, and servicers in the future. In its Supervisory Highlights for the Summer of 2023, the CFPB identified three unfair or abusive acts or practices at automobile loan servicers related to charging interest on inflated loan balances, cancelling automatic payments without sufficient notice, and continuing collection practices after repossession. In response to these findings, the CFPB required the servicers to remediate consumers and revise their policies and procedures to address these practices.

In addition to GAP coverage, DriveTime Car Sales Company, LLC (“DriveTime Car Sales”) also sells certain other optional products such as its DriveCare^® vehicle service contract (“VSC”), GPS device and service and other products. These products are sold to a significant majority of the obligors, the purchase price of such products is included in the amount financed of each related receivable and, as of the cut-off date, the majority of obligors chose to purchase such products. BAC or its affiliate is obligated to provide a proportional credit to the unpaid principal balance of the account to any customer who cancels the VSC, GAP coverage or GPS monitoring or if the related receivable becomes a Defaulted Receivable, unless the products are subsequently reinstated. The credits related to such products are reflected as a principal payment or as a component of Liquidation Proceeds. If DriveTime Car Sales or BAC encounter financial difficulty or become bankrupt, there could be a delay in payments or losses on the notes related to the failure to make payments of these credits to the obligor’s account or the issuing entity or the grantor trust, as applicable.

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In addition, the framework for the liquidation of “covered financial companies” or their “covered subsidiaries” may apply to the sponsor or its nonbank affiliates, the issuing entity, the grantor trust or the depositor, and, if it were to apply, may result in a repudiation of any of the transaction documents where further performance is required or an automatic stay or similar power preventing the indenture trustee or other transaction parties from exercising their rights. This repudiation power could also affect certain transfers of receivables pursuant to the transaction documents as further described under “Material Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Framework—FDIC’s Repudiation Power under OLA” in this prospectus. Application of this framework could materially adversely affect the timing and amount of payments of principal and interest on your notes.

In particular, state regulators, the Federal Trade Commission (the “FTC”) and state attorneys general have recently increased their scrutiny of motor vehicle dealers and auto lending, particularly with respect to antidiscrimination and deception concerns related to the prices of, and fees charged in connection with, automobile financing, including add-on products such as GAP and extended warranties. For example, the New York Department of Financial Services issued an industry letter on July 18, 2023 reminding regulated auto lenders and servicers of their obligations to ensure that consumers receive pro-rata rebates for cancelled ancillary products. In addition, California has recently enacted a law governing the sale, offering and administration of GAP in connection with retail installment contracts. Finally, on December 12, 2023, the FTC issued a final rule that will (i) prohibit motor vehicle dealers from making certain misrepresentations in the course of selling, leasing, or arranging financing for motor vehicles, (ii) require accurate pricing disclosures in dealers’ advertising and sales discussions, (iii) require dealers to obtain consumers’ express, informed consent for charges, (iv) prohibit the sale of any add-on product or service that confers no benefit to the consumer, and (v) require dealers to keep records of advertisements and customer transactions. The final rule has an effective date of July 30, 2024, but the FTC has subsequently issued an order postponing the effective date while a legal challenge against the final rule is pending. At this stage, it is unknown whether the final rule will have a broader potential impact on auto lending practices, including the auto lending practices of BAC.

Further, changes to the regulatory framework in which BAC operates, including, for example, laws or regulations enacted to address the potential impacts of climate change (including laws which may adversely impact the auto industry in particular as a result of efforts to mitigate the factors contributing to climate change) or anti-money laundering or anti-terrorism financing laws, or laws, regulations, executive orders or other guidance enacted in response to the COVID-19 pandemic, increased inflation or a recession or period of economic contraction or volatility, or a continuing and increasing focus on consumer protection and licensing requirements in connection with the collection or ownership of receivables could have a significant impact on the servicer, the sponsor, the depositor, the issuing entity or the grantor trust and could adversely affect the timing and amount of payments on your notes.

Bankruptcy of BAC, the seller or the depositor, or an affiliate thereof, could result in delays in payments or losses on your notes.

Following a bankruptcy or insolvency of BAC, the seller or the depositor, a court could conclude that the receivables are owned by BAC, the seller or the depositor, respectively, instead of the grantor trust. This conclusion could be because the court found that any transfer of the receivables was not a true sale or because the court found that the seller, the depositor, the issuing entity or the grantor trust should be treated as the same entity as BAC or the depositor for bankruptcy purposes. If this were to occur, you could experience delays in payments due to you or you may not ultimately receive all amounts due to you as a result of:

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Additionally, if an affiliate of BAC, the seller or the depositor were to become subject to a bankruptcy or insolvency, it is possible that there may be delays in payment or losses on your notes as a result of, among other things, the disruptive effects of such an event generally on the business, financial condition or operations of BAC or the seller.

Temporary commingling of assets by the servicer could reduce or delay payments on the notes.

The servicer receives collections on the receivables into accounts of the servicer, or an affiliate of the servicer, that contains other funds of the servicer and amounts collected by the servicer in respect of receivables other than the receivables. In general, the servicer is not required to transfer the funds to the collection account until two business days following identification. This temporary commingling of funds prior to the deposit of collections on the receivables into the collection account may result in a delay or reduction in the amounts available to make payments on the notes if the servicer or the affiliate of the servicer which maintains the account into which the collection on the receivables are deposited were unable to remit such funds or were to become a debtor under any insolvency laws (in which case, those funds may be subject to the automatic stay under the bankruptcy laws or subject to competing claims by other creditors of the servicer or owners of other receivables).

You may experience delays or reduction in payments on your notes following a servicer replacement event and replacement of the servicer.

Upon the occurrence of a servicer replacement event, the indenture trustee may or, at the direction of holders of notes evidencing not less than a majority of the outstanding principal amount of the notes of the Controlling Class, will terminate the servicer. It may be expensive to transfer servicing to a successor servicer and a successor servicer may not be able to service the receivables with the same degree of skill as the servicer. In addition, during the pendency of any servicing transfer or for some time thereafter, obligors may delay making their monthly payments or may inadvertently continue making payments to the predecessor servicer, potentially resulting in losses or delays in payments on the notes. Delays in payments on the notes and possible reductions in the amount of such payments could occur with respect to any cash collections held by the servicer at the time that the servicer becomes the subject of a bankruptcy or similar proceeding.

Because the servicing fee is structured as a percentage of the aggregate principal balance of the receivables, the fee the servicer receives each month will be reduced as the size of the pool of receivables decreases over time. At some point, the amount of the servicing fee payable to the servicer may be considered insufficient by a potential replacement servicer and it may be difficult to find a replacement servicer. Consequently, the time it takes to effect the transfer of servicing to a replacement servicer or the inability to locate a replacement servicer may result in the disruption of normal servicing activities, increased delinquencies and defaults on the receivables and delays or reductions in payments on your notes.

THE ISSUING ENTITY HAS ISSUED MULTIPLE CLASSES OF NOTES, AND YOUR NOTES MAY BE MORE SENSITIVE TO LOSSES, BE AFFECTED BY CONFLICTS OF INTEREST BETWEEN CLASSES AND HAVE REDUCED LIQUIDITY OR VOTING POWER BECAUSE OF AN UNKNOWN RETENTION OF NOTES.

Subordination of all classes of notes other than the Class A notes means that those classes are more sensitive to losses on the receivables and your share of losses may not be proportional.

As described under “The Notes—Payments of Principal”, principal payments on the notes generally will be made to the holders of the notes sequentially so that no principal will be paid on any class of notes until each class of notes with an earlier final scheduled payment date has been paid in full. Additionally, after an event of default and acceleration of the notes, principal and interest on more senior classes of notes will generally be paid prior to principal and interest on more junior classes of notes. As a result, a class of notes having a later final scheduled payment date is more likely to suffer the consequences of delinquent payments and defaults on the receivables than the classes of notes having an earlier final scheduled payment date.

Additionally, if there are insufficient amounts available to pay all classes of notes the amounts they are owed on any payment date or following an acceleration of the notes, delays in payments or losses will be suffered by the most junior outstanding class or classes of notes even as payment is made in full to more senior classes of notes.

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There may be a conflict of interest among classes of notes, among noteholders generally or among various transaction parties.

As described elsewhere in this prospectus, the holders of the most senior class of notes then outstanding will make certain decisions with regard to treatment of defaults by the servicer, acceleration of payments on the notes following an event of a default under the indenture and certain other matters, such as a sale of the collateral after an event of default under some circumstances. See “The Indenture—Rights Upon Event of Default” in this prospectus. Because the holders of more senior classes of notes will have different interests than holders of more junior classes of notes when it comes to these matters, you may find that courses of action determined by other noteholders do not reflect your interests but that you are nonetheless bound by the decisions of these other noteholders.

Additionally, investors in one or more classes of notes, directly or through affiliates, may have business relationships with the sponsor, the seller, the servicer or their affiliates. For example, an investor may provide services to, or obtain services from, the sponsor, the seller, the servicer or their affiliates, and any of such parties may be a creditor of the others through a financing or other contractual relationship, which may include the sharing of material information regarding the sponsor, the seller, the servicer or their affiliates that is not disclosed in this prospectus. Consequently, the interests of such an investor may conflict with the interests of other noteholders (for example, in connection with the determination of whether to consent to a sale of the receivables or to terminate and replace the servicer following a servicer replacement event).

Further, a party to the transaction, including an underwriter, directly or through affiliates, may have business relationships with the sponsor, the seller, the servicer or their affiliates (including, for example, as a warehouse lender providing financing of receivables, including receivables that will be included in the receivables pool). Consequently, the interests of an investor in the notes may conflict with the interests of a transaction party (for example, if a warehouse lender were to take an action under the warehouse facility that restricted the sponsor’s ability to obtain future financing thereunder).

The failure to pay interest on the subordinated classes of notes is not an event of default, and the failure to make principal payments on any notes will generally not result in an event of default until the applicable final scheduled payment date.

The indenture provides that failure to pay interest when due on the outstanding subordinated class or classes of notes — for example, for so long as any of the Class A notes are outstanding, the Class B notes, the Class C notes, the Class D notes and the Class E notes — will not be an event of default under the indenture. Under these circumstances, the holders of the subordinated classes of notes which are not the Controlling Class will not have any right to declare an event of default, to cause the maturity of the notes to be accelerated or to direct or consent to any remedial action under the indenture.

The amount of principal required to be paid to investors prior to the applicable final scheduled payment date set forth in this prospectus generally will be limited to amounts available for that purpose. Therefore, the failure to pay principal of a note generally will not result in an event of default under the indenture until the applicable final scheduled payment date or redemption date for the related class of notes.

The market value, liquidity and voting power of your notes may be adversely impacted by retention of notes by the depositor or its affiliates.

The Class E notes will be retained and some or all of one or more other classes of notes may be retained by the depositor or an affiliate of the depositor. Accordingly, the market for such a retained class of notes may be less liquid than would otherwise be the case. In addition, if any retained notes are subsequently sold in the secondary market, demand and market price for notes already in the market could be adversely affected and the voting power of the noteholders of the outstanding notes may be diluted.

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CERTAIN FEATURES OF THE NOTES AND FINANCIAL MARKET DISRUPTIONS MAY ADVERSELY AFFECT THE RETURN ON YOUR NOTES OR THE MARKET VALUE AND LIQUIDITY OF YOUR NOTES.

The ratings of the notes may be withdrawn or lowered, the notes may receive an unsolicited rating or the rating agencies may be perceived as having a conflict of interest, which may have an adverse effect on the liquidity or the market price of the notes.

Security ratings are not recommendations to buy, sell or hold the notes. Rather, ratings are an assessment by the applicable rating agency of the likelihood that any interest on a class of notes will be paid on a timely basis and that a class of notes will be paid in full by the final scheduled payment date for that class of notes. A rating agency may revise or withdraw its ratings at any time in its sole discretion, and the ratings of any notes may be lowered by a rating agency (including the Hired Agencies) following the initial issuance of the notes, including as a result of losses on the receivables in excess of the levels contemplated by a rating agency at the time of its initial rating analysis or due to general adverse trends in the economy. Neither the depositor nor the sponsor nor any of their respective affiliates will have any obligation to take any action to maintain any ratings of the notes. If any rating with respect to the notes is revised or withdrawn, the liquidity or the market value of your notes may be adversely affected. Notes issued in connection with an asset-backed securitization program sponsored by the sponsor may be placed under review for downgrade or may be downgraded at any time by certain or all of the rating agencies hired to rate those notes.

It is possible that, on, prior to or after the closing date, a rating agency not hired by the sponsor to rate the transaction or a particular class of notes may provide an unsolicited rating that differs from (or is lower than) the ratings provided by the Hired Agencies. None of the sponsor, the depositor or any underwriter is obligated to inform investors (or potential investors) in the notes if an unsolicited rating is issued after the date of this prospectus and you should consult with your financial and legal advisors regarding the impact of an unsolicited rating on any class of notes. If any non-hired rating agency provides an unsolicited rating that differs from (or is lower than) the rating provided by the Hired Agencies, the liquidity or the market value of your notes may be adversely affected.

Further, it may be perceived that the Hired Agencies have a conflict of interest that may have affected the ratings assigned to the notes where, as is the industry standard and the case with the ratings of the notes, the sponsor, the depositor or the issuing entity pays the fees charged by the Hired Agencies for their rating services. The perceived conflict of interest may have an adverse effect on the market value of your notes and the ability to resell your notes.

Returns on your investments may be reduced by prepayments on the receivables, events of default, optional redemption of the notes or repurchases of receivables from the grantor trust.

You may receive payments on your notes earlier or later than you expected, which may adversely affect your ability to reinvest amounts paid to you at a rate of return that is equal to or greater than the rate of return on your notes. The notes are not a suitable investment for you if you require a regular or predictable schedule of payments or payment on any specific date.

The amount of distributions of principal of your notes and the time when you receive those distributions depend in part on the amount in which and times at which obligors make principal payments on the receivables. Those principal payments may be regularly scheduled payments or unscheduled payments resulting from prepayments (including as a result of refinancing) or defaults of the receivables. Additionally, if the sponsor is required to repurchase receivables from the grantor trust because of a breach of an applicable representation or warranty as described under “The Transfer Agreements and the Administration Agreement—Collection, Extensions and Modifications of Receivables” and “The Transfer Agreements and the Administration Agreement—Representations and Warranties,” payment of principal on the notes will be accelerated.

Additionally, the occurrence of an optional redemption event or events of default resulting in acceleration of the notes may result in repayment of the notes prior to the final scheduled payment date for one or more classes of notes. If the receivables are sold upon exercise of a “clean-up call” by the servicer, the issuing entity will redeem the notes then outstanding and you will receive the remaining principal amount of your notes plus accrued interest through the related payment date. Because your notes will no longer be outstanding, you will not receive the additional interest payments or other distributions that you would have received had the notes remained outstanding. You will bear the risk that the timing and amount of distributions on your notes will prevent you from attaining your desired yield. If you bought your notes at a premium, your yield to maturity will be lower than it would have been if the optional redemption had not been exercised. See “The Transfer Agreements and the Administration Agreement—Optional Redemption” in this prospectus.

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Financial market disruptions, including as a result of global events, and the absence of a secondary market for the notes could limit your ability to resell your notes.

The securities will not be listed on any securities exchange. If you want to sell your notes you must locate a purchaser that is willing to purchase those notes. The underwriters intend to make a secondary market for the offered notes. The underwriters will do so by offering to buy the offered notes from investors that wish to sell. However, the underwriters will not be obligated to make offers to buy the offered notes or otherwise make a market for any class of notes, and may stop making offers at any time. In addition, the underwriters and other broker dealers may be unable, unwilling or restricted from making a market in, or publishing quotations on, the offered notes due to regulatory requirements or otherwise. A market for the offered notes may not develop, or if one does develop, it may not continue or provide sufficient liquidity. In addition, the prices offered, if any, may not reflect prices that other potential purchasers would be willing to pay, were they to be given the opportunity. In addition, because the offered notes will be in book-entry form, this may reduce their liquidity in the secondary market since certain potential investors may be unwilling to purchase notes for which they cannot obtain physical notes.

Additionally, events in the domestic and global financial markets (including rising inflation and potential instability and volatility as a result of global political and economic events) could affect the performance or market value of your notes and your ability to sell your notes in the secondary market. Recent and continuing events in such markets have caused, and may again cause, a significant reduction in liquidity in the secondary market for asset-backed securities. In particular, asset-backed securities backed by sub-prime receivables and asset-backed securities in the form of subordinate notes have experienced reduced liquidity. Such illiquidity can have a severely adverse effect on the prices of securities that are especially sensitive to prepayment, credit or interest rate risk, such as the notes. As a result, you may not be able to sell your notes when you want to do so or you may not be able to obtain the price that you wish to receive.

CERTAIN TAX ASPECTS RELATING TO THE ISSUING ENTITY, THE GRANTOR TRUST AND THE NOTES MAY ADVERSELY AFFECT THE RETURN ON YOUR NOTES AND THE MARKET VALUE AND LIQUIDITY OF YOUR NOTES.

The issuing entity or the grantor trust could be subject to tax.

The issuing entity and the grantor trust are not currently subject to United States federal net income tax. However, there can be no assurance that the issuing entity and the grantor trust will not in the future be subject to United States federal net income tax by the United States or some other jurisdiction, for example, as a result of a change in law or unanticipated activities. In particular, if the issuing entity or grantor trust were treated as an association (or publicly traded partnership) taxable as a corporation, it would be treated as a domestic corporation for United States federal income tax purposes and would be subject to United States corporate income tax. In the event that the issuing entity or the grantor trust becomes subject to tax, the issuing entity’s ability to make payments on the notes and the certificates may be impaired. Further, if the issuing entity is or becomes subject to a withholding tax or taxes and penalties because of the failure to properly withhold tax, the issuing entity’s ability to make payments on the notes and the certificates may be impaired. Such consequences are possible if a Non-U.S. Person holds the certificates or any note that the IRS successfully recharacterizes as an equity interest and either the grantor trust is not respected as a grantor trust for United States federal income tax purposes or the issuing entity is not respected as a grantor trust for United States federal income tax purposes and is considered to be engaged in a trade or business within the United States. The issuing entity (if not an entity wholly owned by a single taxpayer) does not intend to treat its activities, in and of themselves, as causing any of its income to be treated as effectively connected to a United States trade or business of a holder of an interest in the issuing entity, and further, prior to any sale of a certificate to a person unrelated to the depositor, an opinion of counsel will be rendered, subject to the assumptions and qualifications therein, to the effect that, while the matter is not free from doubt, to the extent the issuing entity is not wholly owned by a single taxpayer for U.S. federal income tax purposes, the activities of the Issuer itself should not cause it to be considered to be engaged in a United States trade or business for United States federal income tax purposes. However, no assurances can be provided pertaining to these matters.

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Risk of taxable deemed exchange of notes if the transaction documents are amended.

The transaction documents, under certain circumstances, allow for supplemental indentures and amendments. It is possible that such supplemental indentures or amendments, if they were treated as “significant modifications,” could result in a taxable deemed exchange of the notes for United States federal income tax purposes. This could result in gain or loss recognition for noteholders, and could potentially result in original issue discount (“OID”) with respect to the notes following such modification.

Non-U.S. Persons investing in notes could be treated as engaged in a United States trade or business for United States federal income tax purposes on account of their own activities.

As discussed herein, the notes are intended to be treated as debt for tax purposes. For a Non-U.S. Person investing in the notes, certain activities undertaken or performed in the United States (including in certain circumstances through agents) could constitute engaging in a United States trade or business (within the meaning of Section 864 of the Code), which for a Non-U.S. Person investing in the notes may give rise to income that is effectively connected with the conduct of such a United States trade or business and is subject to federal and state net income taxation (and requires the filing of tax returns with the United States). These activities could include the lending of money, origination of loans and financing, or extension of credit. The determination of whether a person is engaged in a trade or business within the United States is based on a highly factual analysis that takes into account all facts and circumstances. There is no direct guidance provided as to which activities constitute being engaged in a trade or business and it is not certain how a court would construe the existing indirect authorities. Furthermore, the precise contours of the so-called “securities safe harbor” under Section 864(b)(2) of the Code is similarly unclear. Therefore, prospective investors are urged to consult their own tax advisors to determine their treatment under these rules in respect to an investment in a note.

The notes may be issued with original issue discount.

One or more classes of notes may be issued with OID for U.S. federal income tax purposes. A U.S. certificateholder generally will be required to accrue OID on a current basis as ordinary income and pay tax accordingly, even before such U.S. certificateholder receives cash attributable to that income and regardless of such U.S. certificateholder’s method of tax accounting.

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USE OF PROCEEDS

The depositor will use the net proceeds from the offering of the notes to:

The depositor or its affiliates will also use a portion of the net proceeds of the offering of the notes to pay their respective debts, including warehouse debt secured by the receivables prior to their transfer to the issuing entity, and for general purposes. Any such debt may be owed to the owner trustee, the indenture trustee or to one or more of the underwriters or their affiliates or entities for which their respective affiliates act as administrator and/or provide liquidity lines. Affiliates of the depositor currently obtain warehouse funding from one or more of the underwriters (or from their respective affiliates), so a portion of the proceeds that are used to pay warehouse debt will be paid to the underwriters and/or their respective affiliates.

THE ISSUING ENTITY AND THE GRANTOR TRUST

Limited Purpose and Limited Assets

Issuing Entity

Bridgecrest Lending Auto Securitization Trust 2024-2 is a statutory trust formed on December 22, 2023, under the laws of the State of Delaware for the purpose of owning receivables (or any interest therein) and issuing notes. The issuing entity will be operated pursuant to a trust agreement. BAC will be the administrator of the issuing entity. The issuing entity will also issue one or more non-interest bearing certificates in a nominal aggregate principal amount of $100,000 representing the beneficial interest in the issuing entity, which are subordinated to the notes. Only the notes (other than the Class E notes) are being offered hereby, but the depositor may transfer all or a portion of the Class E notes or the certificates to one of its affiliates or sell all or a portion of the Class E notes or the certificates on or after the closing date. However, the portion of the certificates retained by the depositor or another majority-owned affiliate of BAC to satisfy U.S. credit risk retention rules will not be sold, transferred, subjected to any credit risk mitigation or hedged except as permitted under, or in accordance with, those rules. See “The Sponsor—U.S. Credit Risk Retention”. On each payment date, the certificateholders will be entitled to any available funds remaining on that payment date after all deposits and distributions of higher priority have been made, as described in “The Transfer Agreements and the Administration Agreement—Priority of Payments” in this prospectus.

The issuing entity will engage in only the following activities:

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The issuing entity’s principal offices are in Wilmington, Delaware, in care of Wilmington Trust, National Association, as owner trustee, at the address listed in “The Trustees—The Owner Trustee and the Grantor Trust Trustee” below. The issuing entity’s fiscal year ends on December 31^st.

The issuing entity’s trust agreement, including its permissible activities, may be amended in accordance with the procedures described in “The Transfer Agreements and the Administration Agreement—Amendment Provisions” in this prospectus.

Grantor Trust

Bridgecrest Lending Auto Securitization Grantor Trust 2024-2 is a statutory trust formed on December 22, 2023 under the laws of the State of Delaware for the purpose of owning receivables. The grantor trust will be operated pursuant to a trust agreement. BAC will be the administrator of the grantor trust.

The grantor trust will engage in only the following activities:

The grantor trust’s principal offices are in Wilmington, Delaware, in care of Wilmington Trust, National Association, as grantor trust trustee, at the address listed in “The Trustees—The Owner Trustee and the Grantor Trust Trustee” below. The grantor trust’s fiscal year ends on December 31^st.

The grantor trust’s trust agreement, including its permissible activities, may be amended in accordance with the procedures described in “The Transfer Agreements and the Administration Agreement—Amendment Provisions” in this prospectus.

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Capitalization and Liabilities of the Issuing Entity

The expected assets of the issuing entity as of the closing date will be as follows:

The expected liabilities of the issuing entity as of the closing date will be as follows:

The Issuing Entity Property

The notes will be collateralized by the issuing entity property. The primary assets of the issuing entity will be the grantor trust certificate, representing the entire beneficial ownership in the grantor trust. The primary assets of the grantor trust will be the receivables, which are amounts owed by individuals under motor vehicle retail installment sale contracts used to purchase motor vehicles. Substantially all of the receivables are the obligations of obligors with credit histories that are below prime or otherwise considered “sub-prime”.

The issuing entity property will consist of the grantor trust certificate and all the right, title and interest of the issuing entity and the grantor trust in and to:

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The issuing entity and the grantor trust will pledge the issuing entity property to the indenture trustee under the indenture. For a description of the sale and transfer of the issuing entity property as well as the creation, perfection and priority status of the security interest in that property in favor of the issuing entity and the grantor trust, see “The Transfer Agreements and the Administration Agreement—Sale and Assignment of Receivables.”

Prior to formation, neither the issuing entity nor the grantor trust will have assets or obligations. After formation, neither the issuing entity nor the grantor trust will engage in any activity other than acquiring and holding the related receivables and the issuing entity property, issuing the related securities, distributing payments in respect thereof and any other activities described in this prospectus and in the trust agreement of the issuing entity or the grantor trust agreement of the grantor trust. Neither the issuing entity nor the grantor trust will acquire any receivables or assets other than the issuing entity property.

THE TRUSTEES

The Owner Trustee and Grantor Trust Trustee

Wilmington Trust, National Association will act as “owner trustee” under the trust agreement and the “grantor trust trustee” under the grantor trust agreement. Wilmington Trust, National Association is a national banking association with trust powers incorporated under the federal laws of the United States. The owner trustee and the grantor trust trustee maintain their principal office at 1100 North Market Street, Wilmington, Delaware 19890. Wilmington Trust, National Association has served and currently is serving as owner trustee and grantor trust trustee for numerous securitization transactions and programs involving pools of motor vehicle receivables.

The owner trustee’s and the grantor trust trustee’s liability in connection with the issuance and sale of the notes is limited solely to the express obligations of each such trustee set forth in the respective trust agreement. The depositor and its affiliates may maintain normal commercial banking or investment banking relations with the owner trustee and its affiliates. Each of the owner trustee and the grantor trust trustee will be paid a fee, as described in “The Transfer Agreements and the Administration Agreement—Fees and Expenses” in this prospectus, and will be indemnified against specified losses, liabilities or expenses incurred by the owner trustee in connection with the transaction documents, in each case by the issuing entity to the extent of Available Funds available therefor, as described in “The Transfer Agreements and the Administration Agreement—Priority of Payments” in this prospectus. To the extent these fees and indemnification amounts are not paid by the issuing entity, they will be payable by the servicer.

For a description of the roles and responsibilities of the owner trustee, see “—Role of the Owner Trustee, Grantor Trust Trustee and Indenture Trustee” and “The Transfer Agreements and the Administration Agreement—Indemnification of the Indenture Trustee and the Owner Trustee” in this prospectus.

Resignation or Removal of the Owner Trustee or the Grantor Trust Trustee

The owner trustee and the grantor trust trustee may resign at any time, in which event the depositor and the administrator (in the case of the owner trustee) or the issuing entity (in the case of the grantor trust trustee), acting jointly, will be obligated to appoint a successor owner trustee or grantor trust trustee. The depositor or the issuing entity, as applicable, and the administrator will remove the owner trustee or the grantor trust trustee if such trustee ceases to be eligible to continue as such under the applicable trust agreement or if such trustee becomes insolvent or is otherwise incapable of acting. In such circumstances, the depositor or the issuing entity, as applicable, and the administrator, acting jointly, will be obligated to appoint a successor owner trustee or grantor trust trustee. Any resignation or removal of the owner trustee or the grantor trust trustee and appointment of a successor owner trustee or grantor trust trustee does not become effective until acceptance of the appointment by the successor owner trustee or grantor trust trustee and payment of all fees and expenses owed to the outgoing owner trustee or grantor trust trustee.

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The Indenture Trustee

Computershare Trust Company, National Association (“Computershare Trust Company”) is the “indenture trustee” under the indenture for the benefit of the noteholders. Computershare Trust Company is a national banking association and a wholly-owned subsidiary of Computershare Limited (“Computershare Limited”), an Australian financial services company with approximately $6.1 billion in assets as of December 31, 2023. Computershare Limited and its affiliates have been engaging in financial service activities, including stock transfer related services, since 1997, and corporate trust related services since 2000. Computershare Trust Company provides corporate trust, custody, securities transfer, cash management, investment management and other financial and fiduciary services, and has been engaged in providing financial services, including corporate trust services, since 2000. The transaction parties may maintain commercial relationships with Computershare Trust Company and its affiliates. Computershare Trust Company maintains corporate trust offices at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951 (among other locations), and its office for correspondence related to certificate transfer services is located at 1505 Energy Park Drive, St. Paul, Minnesota 55108.

On November 1, 2021, Wells Fargo Bank, N.A. and Wells Fargo Delaware Trust Company, N.A. (collectively, “Wells Fargo”) sold substantially all of its Corporate Trust Services (“CTS”) business to Computershare Limited, Computershare Trust Company, and Computershare Delaware Trust Company (collectively, “Computershare”). Virtually all CTS employees of Wells Fargo, along with most existing CTS systems, technology, and offices transferred to Computershare as part of the sale. On and after November 1, 2021, Wells Fargo has been transferring its roles, duties, rights, and liabilities under the relevant transaction agreements to Computershare. For any transaction where the roles of Wells Fargo have not yet transferred to Computershare, Computershare, as of November 1, 2021, performs all or virtually all of the obligations of Wells Fargo as its agent as of such date.

Computershare Trust Company has provided corporate trust related services since 2000 through its predecessors and affiliates. Computershare Trust Company provides trustee services for a variety of transactions and asset types, including corporate and municipal bonds, mortgage-backed and asset-backed securities, and collateralized debt obligations. As of December 31, 2023, Computershare Trust Company was acting in some cases as the named trustee or indenture trustee, and in most cases as agent for the named trustee or indenture trustee, on approximately 495 asset-backed securities transactions with an aggregate outstanding principal balance of approximately $131 billion. The indenture trustee maintains a corporate trust office for correspondence purposes at 1505 Energy Park Drive, St. Paul, Minnesota 55108, Attention: Asset-Backed Securities Department.

As a result of Computershare Trust Company not being a deposit-taking institution, any cash credited to accounts that the indenture trustee is required to maintain pursuant to the indenture will be held by one or more institutions in a manner satisfying the requirements of the indenture, including any applicable eligibility criteria for account banks set forth in the indenture.

Other than the above four paragraphs, and such additional paragraphs as are expressly identified herein, Computershare Trust Company has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

The indenture trustee will make each monthly statement available to the noteholders via the indenture trustee’s internet website at www.CTSLink.com. Assistance in using this internet website may be obtained by calling the indenture trustee’s customer service desk at (866) 846-4526.

For a description of the roles and responsibilities of the indenture trustee, limitation of liability and indemnity provisions applicable to the indenture trustee, and provisions governing resignation and removal of the indenture trustee, see “The Indenture”, “The Transfer Agreements and the Administration Agreement” and “—Role of the Owner Trustee, Grantor Trust Trustee and Indenture Trustee” in this prospectus.

Role of the Owner Trustee, Grantor Trust Trustee and Indenture Trustee

None of the owner trustee, the grantor trust trustee or the indenture trustee will make any representations as to the validity or sufficiency of the sale and servicing agreement, trust agreement, grantor trust agreement, administration agreement, indenture, asset representations review agreement, the securities or any receivables or

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related documents. As of the closing date, none of the owner trustee, the grantor trust trustee or the indenture trustee will have examined the receivables. If no event of default has occurred under the indenture, the owner trustee and indenture trustee will be required to perform only those duties specifically required of them under the sale and servicing agreement, trust agreement, grantor trust agreement, administration agreement or indenture, as applicable. Generally, those duties are limited to the receipt of the various certificates, reports or other instruments required to be furnished to the owner trustee or indenture trustee under the sale and servicing agreement, trust agreement, grantor trust agreement, administration agreement, or indenture, as applicable, and the making of payments or distributions to noteholders and certificateholders in the amounts specified in certificates provided by the servicer.

Neither the owner trustee nor the grantor trust trustee will be under any obligation to exercise any of the issuing entity’s powers or the grantor trust’s powers, as applicable, or powers vested in it by the sale and servicing agreement, trust agreement, grantor trust agreement or indenture, or other related documents as applicable, or to make any investigation of matters arising thereunder or to institute, conduct or defend any investigation, proceeding or litigation thereunder or in relation thereto at the request, order or direction of any of the certificateholders, unless the applicable trust’s certificateholders have offered to such trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses and liabilities which may be incurred therein or thereby. Under no circumstances will the owner trustee or the grantor trust trustee be required to take, expend or risk its own funds or to take any action at the direction of the noteholders or the applicable trust’s certificateholders if it determines or is advised by counsel that such action is contrary to the transaction documents or applicable law.

The indenture trustee will be under no obligation to exercise any of the issuing entity’s powers or powers vested in it by the sale and servicing agreement, receivables contribution agreement, trust agreement, grantor trust agreement or indenture, as applicable, or to make any investigation of matters arising thereunder or to institute, conduct or defend any investigation, proceeding or litigation thereunder or in relation thereto at the request, order or direction of any of the noteholders (other than requests, demands or directions relating to an asset representations review as described under “The Transfer Agreements and the Administration Agreement—Asset Representations Review” or to the investors’ rights to communicate with other investors described under “The Indenture— Noteholder Communication; List of Noteholders”), unless those noteholders have offered to the indenture trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses and liabilities which may be incurred therein or thereby (including any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit) by the indenture trustee of any indemnification or other obligation of the noteholders).

The owner trustee, the grantor trust trustee and the indenture trustee, and any of their affiliates, may hold securities in their own names. In addition, for the purpose of meeting the legal requirements of local jurisdictions or for the enforcement or conflict of interest matters, the owner trustee, the grantor trust trustee and the indenture trustee, in some circumstances, acting jointly with the depositor, the issuing entity or the administrator, respectively, will have the power to appoint co-trustees or separate trustees of all or any part of the issuing entity property. In the event of the appointment of a co-trustee, any rights, powers, duties and obligations of the owner trustee, the grantor trust trustee or the indenture trustee under the transaction documents that are conferred upon the co-trustee will be exercised or performed by the co-trustee jointly, or, in any jurisdiction in which the owner trustee, the grantor trust trustee or the indenture trustee is incompetent or unqualified to perform specified acts, singly by the co-trustee subject to applicable direction.

BAC, the servicer and the depositor may maintain other banking relationships with the owner trustee, the grantor trust trustee and indenture trustee in the ordinary course of business.

The owner trustee, the grantor trust trustee and the indenture trustee will be entitled to certain fees and indemnities described under “The Transfer Agreements and the Administration Agreement—Fees and Expenses” in this prospectus.

For a further description of the roles and responsibilities of the indenture trustee, see “The Indenture” and “The Transfer Agreements and the Administration Agreement” in this prospectus.

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THE DEPOSITOR

Bridgecrest Auto Funding LLC, a wholly-owned special purpose subsidiary of BAC, is the depositor and was formed on April 12, 2023 as a Delaware limited liability company. The principal place of business of the depositor is at 1720 W. Rio Salado Parkway, Tempe, AZ 85281. You may also reach the depositor by telephone at (888) 418-1212. The depositor was formed to purchase, accept capital contributions of or otherwise acquire motor vehicle retail installment sale contracts and motor vehicle loans; to own, hold, service, sell, assign, transfer, pledge, grant security interests in or otherwise exercise ownership rights with respect to receivables; to issue and sell one or more securities; to form issuing entities, act as depositor or in a similar capacity with respect to issuing entities, and acquire, hold and otherwise deal with interests in issuing entities; to acquire, own, hold, transfer, assign, pledge, sell and otherwise deal with any interests in an issuing entity or securities issued by an issuing entity; to enter into, execute and deliver any agreement which may be required or advisable to effect the administration or servicing of receivables or the issuance and sale of any securities, and to perform its obligations under each agreement to which it is a party; to establish any reserve account, spread account or other credit enhancement for the benefit of any securities issued by the depositor or any issuing entity and to loan, transfer or otherwise invest any proceeds from receivables; to enter into any interest rate or basis swap, cap, floor or collar agreements, hedge agreements, currency exchange agreements or similar hedging transactions relating to any receivables or for the benefit of any security issued by an issuing entity; to prepare, execute and file with the SEC registration statements (including a form of prospectus), relating to securities and any filings or reports related to securities pursuant to the Securities Act of 1933 or the Securities and Exchange Act of 1934, each as amended, and any rules or regulations thereunder and to prepare any prospectus, offering or disclosure documents relating to securities. The depositor’s limited liability company agreement limits the activities of the depositor to the foregoing purposes and to any activities incidental to and necessary for these purposes. Since its inception, the depositor has been engaged in these activities solely as (i) the transferee of contracts from BAC pursuant to contribution or purchase agreements, (ii) the transferor of contracts to securitization trusts pursuant to sale and servicing agreements, (iii) the depositor that may form various securitization trusts pursuant to trust agreements and (iv) the entity that executes underwriting agreements and purchase agreements in connection with issuances of asset-backed securities.

THE SPONSOR

Bridgecrest Acceptance Corporation, an Arizona corporation (“BAC”), is the sponsor and will also serve as the servicer, the administrator and the custodian with respect to the receivables. The principal place of business of BAC is 1720 W. Rio Salado Parkway, Tempe, AZ 85281. You may also reach BAC by telephone at (888) 418-1212. BAC and its predecessors have been engaged in the securitization of motor vehicle retail installment sale contracts since 1996 and have sponsored over 80 securitizations of sub-prime auto contracts.

BAC was incorporated on February 19, 2003 in the State of Arizona.

No securitization sponsored by BAC has defaulted or experienced an early amortization triggering event. In some transactions that closed prior to 2010 that were fully insured as to principal and interest by bond insurers, there have been instances in which one or more receivable performance thresholds (relating to net losses, extensions and/or delinquencies) and/or financial covenants that were negotiated privately with insurers were exceeded. All consequences of exceeding those thresholds have been waived and/or cured and/or the triggers or covenants have been modified, in each case by the applicable bond insurer.

U.S. Credit Risk Retention

Pursuant to Regulation RR, BAC is required to retain an economic interest in the credit risk of the receivables, either directly or through a majority-owned affiliate. BAC intends to satisfy this obligation through the retention by one or more of its majority-owned affiliates of an “eligible horizontal residual interest” and the establishment of an “eligible horizontal cash reserve account” pledged by the issuing entity to the indenture trustee for the benefit of the issuing entity in an amount equal to at least 5% of the fair value, as of the closing date, of all of the notes and certificates to be issued by the issuing entity.

The retained eligible horizontal residual interest will take the form of the issuing entity’s certificates.

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BAC determined the fair value of the notes and the issuing entity’s certificates in accordance with a fair value measurement framework under generally accepted accounting principles.

In measuring fair value, the use of observable and unobservable inputs and their significance in measuring fair value are reflected in a fair value hierarchy with the following three levels, where Level 1 is the highest priority because it is the most objective and Level 3 is the lowest priority because it is the most subjective:

Level 1: Fair value is calculated using observable inputs that reflect quoted prices for identical assets or liabilities in active markets;

Level 2: Fair value is calculated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and

Level 3: Fair value is calculated using unobservable inputs, such as the sponsor’s data.

BAC believes that the fair value of the notes should be categorized within Level 2 of the fair value hierarchy assessment, reflecting the use of inputs derived from prices for similar instruments. BAC believes that the fair market value of the issuing entity’s certificates should be categorized within Level 3 of the fair value hierarchy assessment, reflecting the use of significant unobservable inputs on key assumptions, including historical default rates and adjustments to reflect prepayment rates based on available data from comparable securitization transactions of similar assets, discount rates reflective of recent historical equity yields, and recovery rates based on the average severity utilizing reported severity rates and loss severity utilizing available market data from a comparable securitized pool.

The fair value of each class of notes is assumed to be substantially equal to the initial principal amount of that class as set forth on the cover of this prospectus and interest will accrue on the notes consistent with the following per annum coupon rates: Class A-1 notes, 5.576%, Class A-2 notes, 5.78%, Class A-3 notes, 5.84%, Class B notes, 5.94%, Class C notes, 6.07%, Class D notes, 6.30%, and Class E notes, 8.21%.

To calculate the fair value of the issuing entity’s certificates, BAC used a discounted cash flow method which uses the forecasted cash flows payable to the certificates and discounts the value of those cash flows to a present value using a rate intended to reflect a hypothetical market yield of the certificates. BAC used an internal model to project future interest and principal payments on the receivables to be transferred to the issuing entity, the interest and principal payments on each class of notes, the servicing fee, transaction fees and expenses and deposits necessary to fund the reserve account to an amount equal to the Specified Reserve Account Balance. The resulting net cash flows to the certificates are discounted to their present value using an expected market yield which takes into account the first loss exposure of the certificates and the credit risks of the receivables.

In connection with the discounted cash flow calculation with respect to the certificates described above, BAC made the following additional assumptions:

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BAC developed these inputs and assumptions by considering the following factors:

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On or prior to the closing date, BAC (by itself or through a majority-owned affiliate) will cause to be established and maintained a reserve account with the indenture trustee in the name and for the benefit of the issuing entity, which will be structured to qualify as an “eligible horizontal cash reserve account” in accordance with Regulation RR. The reserve account will be funded in cash on the closing date in an amount equal to at least $10,500,000, which represents approximately 1.54% of the fair value, as of the closing date, of all of the notes and the certificates to be issued by the issuing entity on the closing date. BAC (by itself or through a majority-owned affiliate) may fund the reserve account on the closing date with an amount greater than the reserve account required amount set forth in the preceding sentence. Until the interests of the issuing entity are paid in full or the issuing entity is dissolved, amounts on deposit in the reserve account will be released only in compliance with Regulation RR. For example, funds on deposit in the reserve account may not be used to pay (a) the servicing fee so long as BAC or an affiliate of BAC is the servicer and (b) the standby servicing fee so long as BAC or an affiliate of BAC is the standby servicer. For all other purposes, the reserve account may be used to make any payments that are due as described under “The Transfer Agreements and the Administration Agreement—Priority of Payments” in this prospectus but are otherwise unpaid, including each of the notes on the related final scheduled payment date to the extent Collections on the receivables are insufficient to make such payments. For a description of the reserve account, see “The Transfer Agreements and the Administration Agreement—Reserve Account” in this prospectus.

The expected sum of (i) the fair value of the certificates and (ii) the amount to be deposited into the reserve account on the closing date is approximately $95,463,615, which is approximately 14.04% of the fair value, as of the closing date, of all of the notes and the certificates to be issued by the issuing entity on the closing date.

Based upon the foregoing inputs and assumptions, BAC expects the entire portion of the issuing entity’s certificates and the notes to have a fair value of approximately $679,963,615 and the issuing entity’s certificates to have a fair value of approximately $84,963,615, which is approximately 12.50% of the fair value, as of the closing date, of all of the notes and certificates to be issued by the issuing entity on the closing date. The fair values disclosed above are based on the inputs and assumptions described above. Further, the actual characteristics of the receivables to be transferred to the issuing entity on the closing date differ from the assumptions described above and the actual performance of the receivables is likely to differ from the assumed performance (such as the amount of cumulative net losses on the receivables). Consequently, the present value of the projected cash flows on the certificates is expected to vary from the discounted actual cash flows on the certificates, and you should not assume that the fair value of the issuing entity’s certificates will be equal to or greater than the present value of the actual cash flows on the certificates.

BAC will recalculate the fair value of the notes and the issuing entity’s certificates following the closing date to reflect the issuance of the notes and any material changes in the methodology or inputs and assumptions described above. The fair value of the certificates as a percentage of the sum of the fair value of the notes and the certificates and as a dollar amount, in each case, as of the closing date, will be included in the first periodic report on Form 10-D filed by the depositor after the closing date, together with a description of any material changes in the method or inputs and assumptions used to calculate the fair value. Because all of the issuing entity’s certificates are expected to be retained by the depositor or another majority-owned affiliate of BAC on the closing date, the first periodic report on Form 10-D filed by the depositor after the closing date will also disclose the portion of the issuing entity’s certificates being retained to satisfy the requirements of Regulation RR.

As described under “The Transfer Agreements and the Administration Agreement—Priority of Payments” and “The Indenture—Priority of Payments Will Change Upon Events of Default that Result in Acceleration” below, distributions to holders of the issuing entity’s certificates on any payment date are subordinated to all payments of principal and interest on the notes by the issuing entity. In accordance with the requirements for an “eligible horizontal residual interest” under Regulation RR, on any payment date on which the issuing entity has insufficient funds to make all of the distributions described under “The Transfer Agreements and the Administration Agreement—Priority of Payments” and “The Indenture—Priority of Payments Will Change Upon Events of Default that Result in Acceleration”, any resulting shortfall will, through operation of the priority of payments, reduce amounts distributable to the holders of the certificates prior to any reduction in the amounts payable for interest on, or principal of, any class of notes. The material terms of the notes are described in this prospectus under “The Notes,” and the other material terms of the certificates are described in this prospectus under “Summary of Terms—The Certificates.”

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BAC does not intend to transfer or hedge the portion of the retained economic interest that is intended to satisfy the requirements of Regulation RR except as permitted under Regulation RR. All or a portion of the retained eligible horizontal residual interest may be transferred on or after the closing date to any other majority-owned affiliate of BAC that is also a wholly-owned special purpose subsidiary of BAC.

Notwithstanding the foregoing, neither BAC nor any of its affiliates nor any other party undertakes or intends to retain a net economic interest in the securitization constituted by the issuance of the notes for purposes of complying with the credit risk retention requirements or other securitization-related rules of the EU, the UK or any other non-U.S. jurisdiction, or to take any other action for purposes of complying or enabling investors in the notes to comply with the requirements of any other law or regulation now or hereafter in effect in the EU, the UK or any other non-U.S. jurisdiction in relation to risk retention, due diligence and monitoring, transparency, credit granting standards or any other conditions with respect to investments in securitization transactions.

ORIGINATION

All of the receivables in the receivables pool were originated or acquired by BAC. Although the related obligors represent a wide spectrum of credit quality, the majority of the related obligors are sub-prime credit obligors. Sub-prime receivables, in general, are expected to have higher loss rates and delinquency rates than receivables that represent the obligations of prime credit obligors. We use the term “seller” to refer to BAC. The seller or an affiliate thereof originated over 96% of the receivables in the receivables pool (as a percentage of the aggregate principal balance of the receivables as of the cut-off date) primarily through its relationship with DriveTime Car Sales, and less than 4% of the receivables in the receivables pool (as a percentage of the aggregate principal balance of the receivables as of the cut-off date) were acquired by BAC from an affiliated finance company.

DriveTime Car Sales is an Arizona limited liability company and affiliate of BAC that operates 148 dealerships and 17 reconditioning facilities located in 86 designated marketing areas in 29 states as of December 31, 2023. BAC originates substantially all of its retail installment sales contracts from the financing of vehicles sold by DriveTime Car Sales. In 2023, DriveTime Car Sales sold over 110,000 vehicles, which was 7.2% more units and 5.1% more same store sales (for stores open at least 15 months) than the previous year. For 2023, this resulted in an average of approximately 62 vehicles sold per month per store and led to new originations of $2.6 billion.

Receivable and Calculation Methods

Each receivable has a fixed monthly payment and will amortize in full over its term assuming payments are made on time. Each contract utilizes the “simple interest method” for allocating its payment amount. Simple interest is calculated by multiplying the daily interest rate by the principal by the number of days that elapse between payments.

Underwriting Overview

The seller is a full spectrum lender that has historically focused on customers with a sub-prime credit profile, which is generally a result of having limited credit histories, modest incomes and/or prior credit difficulties. The seller provides financing for substantially all of the used vehicles DriveTime Car Sales sells at its dealerships through retail installment sales contracts utilizing a centralized underwriting process. The seller assesses each customer’s credit risk through the use of its proprietary credit scoring models developed from its database of historical performance and proprietary blend of credit related information supplied from various third-party data providers.

In connection with each sale, the seller requires the customer to complete a credit application. After a customer’s information is entered into the seller’s centralized origination system, the seller’s proprietary credit scoring system determines that customer’s credit risk, which, together with a variety of other factors (including the customer’s income, region, and vehicle choice) is used to determine the unique payment terms and deal structures available for that customer for each vehicle. The seller validates certain information on the customers’ credit application before DriveTime Car Sales finalizes the sale. Such factors validated by the seller may include income, employment, proof of insurance and identity. Utilizing the results of the seller’s validation processes and any additional information received, credit underwriters may also make subjective adjustments to payment terms and deal structures determined by the systematic proposed structure initially offered to the customer.

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Underwriting and Credit Scoring Models

The seller has dedicated, and expects to continue to dedicate, substantial resources to developing, maintaining, and updating its proprietary credit scoring, deal structure, and pricing models that are focused on predicting the credit risk of its customers and the overall risk of the customer, deal terms, and vehicle combinations. The seller uses experienced data scientists and risk analysts to develop its credit scoring models, deal structures, and pricing models used in different aspects of its business. While many companies use third-party credit scores (such as FICO^®) as a standard metric to assess the credit risk of customers, the seller has been developing proprietary custom models since 2001 that it believes better assess the credit risk of its customers, particularly within the sub-prime segment. The seller’s models are intended to provide a substantial improvement over traditional third-party scores in rank-ordering the likelihood of credit risk default. The seller’s models also include the use of alternative data sources along with traditional credit bureau data to enhance the ability to separate the credit risk levels of the sub-prime auto segment into different categories.

The seller generally uses the customer’s credit risk, the customer’s verified income level, the risk attributes of the vehicle, regional adjustments, and other factors to determine the offers of credit on each vehicle to be made to each customer. The seller utilizes adjustments to down payment and contract rate as the primary methods to control risk identified through its credit underwriting process. The “contract rate” of a receivable is the interest rate at which interest accrues under the contract evidencing such receivable. Such rate may be less than the “annual percentage rate” disclosed in the receivable.

The seller believes its ability to quantify a customer’s expected risk profile based upon historical data, breadth of data, and modeling techniques, allows it to better predict account performance, manage the overall quality of the seller’s portfolio, and obtain appropriate risk-adjusted returns.

The seller’s models are continuously monitored and are periodically updated to account for changes in account performance, data sources, geographic presence, economic cycles, and business processes. The first credit scoring model was deployed in July 2001. Since then, nine subsequent generations of credit scoring models have been implemented. The most recent credit scoring model was implemented in February 2024. The models have evolved over time, are routinely monitored and updated, and leverage data collected from prior models with the intent that each model becomes increasingly more sophisticated in identifying the expected credit risk of the seller’s customers.

The seller also utilizes fraud scoring models to segment the risk of identity fraud by applicants. Applicants who trigger a potential identity concern are subjected to additional identification validation prior to finalizing and funding the contract.

The seller utilizes its proprietary models and other credit-related criteria to offer credit to approximately 99% of the customers that apply. In very limited circumstances, the seller will decline to offer credit to customers. In the absence of manual error inconsistent with its policies and guidelines, the seller makes no exceptions to its decision to offer credit or not offer credit to a customer. To the extent the seller identifies any customer offered credit as a result of a manual error prior to the cut-off date, the seller will consider the related receivable as ineligible for inclusion in the pool of receivables.

The seller’s proprietary models and other credit-related criteria form the basis of its evaluation of credit risk of its customers, the decision to offer credit, and the terms of the credit offer made to the applicant. In addition to deployment of its proprietary models, the seller undertakes a variety of systematic and manual efforts to evaluate the creditworthiness of each customer. The seller establishes guidelines and policies governing its underwriting, income verification, identity verification, vehicle valuation, and fraud detection processes and procedures which include the ability for manual review and approval of a customer’s application for credit. From time to time, the seller’s credit underwriters may utilize additional procedures to determine a customer’s qualifications and to validate provided information, which may include a subjective determination of the customer’s qualifications and the use of alternative verification methods. These additional procedures do not change the seller’s initial decision to extend credit to a customer and are not considered underwriting exceptions (although such manual review and intervention is tracked by the seller in connection with its review and improvement of the seller’s proprietary credit scoring model and portfolio performance).

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The seller controls credit risk through a number of factors, including combinations of customer, region, and vehicle attributes. These factors include deal structure and payment terms and are developed based on the seller’s proprietary models. From time to time, a credit underwriter may make adjustments to deal structures or payment terms which differ from the initial systematic structure and terms offered to the customer. These adjustments made at the subjective determination of a credit underwriter may include, for example, adjustments to minimum requirements for down payment or contract rate, or for adjustments to the maximum term. These adjustment to the deal structure or payment terms authorized by a credit underwriter that differ from the minimums or maximums, as applicable, established by the systematic credit offer will be considered an exception to the seller’s underwriting criteria. As of the cut-off date, 2.91% of the receivables in the receivables pool were subject to underwriting exceptions at the time of origination. See “The Receivables Pool—Exceptions to Underwriting Criteria” in this prospectus. Systematic incentive programs for returning customers, unique pricing or structure pilots, or other promotional programs may occur from time to time at the discretion of seller, but are not considered underwriting exceptions.

Ancillary Products

The seller offers its DriveCare^® vehicle service contract (“VSC”) on financed vehicles sold by DriveTime Car Sales. The VSC includes a 60-month/50,000-mile service contract which covers labor and parts for covered components of the vehicle. Obligors are not obligated to purchase a VSC from the seller and may choose not to do so; however, as of the cut-off date, the majority of obligors chose to purchase a VSC from the seller. As a result, not every financed vehicle is subject to a VSC, although DriveTime Car Sales does still provide a 30-day DriveCare^® limited warranty for all financed vehicles. The VSC is evidenced by an agreement between the obligor and DriveTime Car Sales separate and apart from the receivable contract but is generally financed by that receivable contract. By its terms, the VSC may be cancelled by the customer by providing notice to the VSC provider or administrator, in which case, the customer may be entitled to a refund of the unearned portion of the cost of the VSC from DriveTime Car Sales or an affiliate. The refund of the unearned portion of the cost of the VSC will be reduced by the amount of the cancellation fee, if any. The VSC also provides that all refunds will be paid to BAC or its successors and assigns, as lienholder, in the event that the related vehicle is subject to a lien in their favor. Any refunds with respect to a VSC are first applied to reduce the principal balance of the related receivable and any remaining amounts are remitted to the customer.

In addition to DriveTime Car Sale’s limited warranty and optional VSC, the seller also offers optional Guaranteed Asset Protection (“GAP”) and GPS device and service. As of the cut-off date, the majority of obligors chose to purchase GAP and GPS monitoring from the seller. In the event of a total loss of the financed vehicle, GAP provides a benefit to the obligor equal to the difference between their primary auto insurance coverage and the outstanding principal balance on the related receivable. GPS device and service allows obligors to locate their vehicle, set digital geo fences, track trips, and set speed alerts from their smartphone or other digital device. In addition, the GPS product provides a theft warranty benefit of $5,000 if a vehicle is stolen and is not recovered within 30 days of notice. Like VSC, any cancellation or refunds of the GAP service or GPS service or device are applied first to reduce the principal balance of the obligor’s related receivable to zero, with any remaining amounts remitted to the obligor.

Contracting Process – Tangible and Electronic Contracts

Receivables contracts are originated in either tangible or electronic form. Substantially all of the receivables were originated as electronic contracts. Less than 4% of the contracts in the receivables pool (as a percentage of the aggregate principal balance of the receivables as of the cut-off date) were originated in tangible form. In the case of such receivables evidenced by tangible contracts, contract packages are sent by the dealer to BAC. Key documentation is scanned to create electronic images and electronically forwarded to BAC’s centralized document control department. The original documents are subsequently sent to an outsourced storage location and stored in a fire-resistant vault.

In the case of receivables evidenced by electronic contracts, BAC has contracted with a third party to facilitate the process of creating and storing those electronic contracts. The third party’s technology system permits transmission, storage, access and administration of electronic contracts and is comprised of proprietary and third-party software, hardware, network communications equipment, lines and services, computer servers, data centers, support and maintenance services, security devices and other related technology materials that enable electronic contracting in the automobile retail industry. The third party’s system allows for the transmission, storage, access

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and administration of electronic contracts. Through use of the third party’s system, a dealer originates electronic retail installment contracts and/or installment loans and then transfers these electronic contracts to BAC.

The third-party systems use a combination of technological and administrative features that are designed to: (i) designate a single copy of the record or records comprising an electronic contract as being the single authoritative copy of the receivable; (ii) manage access to and the expression of the authoritative copy; (iii) identify BAC as the owner of record of the authoritative copy; and (iv) provide a means for transferring record ownership of, and the exclusive right of access to, the authoritative copy from the current owner of record to a successor owner of record. Once dealer-originated receivables were cleared for funding, the funds were transferred, electronically or via check, to the dealer. Upon funding of the receivable, BAC acquired a perfected security interest in the related receivable and a security interest in the motor vehicle that was financed by that receivable.

THE SERVICER

BAC will be the servicer for all of the receivables. We refer to BAC as the “servicer.” BAC and its subsidiaries (collectively, “Bridgecrest”) has been servicing sub-prime motor vehicle installment sale contracts for more than 30 years. Bridgecrest services motor vehicle receivables originated by BAC and affiliates, including receivables securitized or sold in whole-loan purchases by BAC or its affiliates. Bridgecrest also services receivables originated and owned by third parties. Since 1996, Bridgecrest has serviced over 100 securitizations of motor vehicle receivables. As of December 31, 2023, Bridgecrest serviced $18.6 billion of motor vehicle receivables, including $5.0 billion of motor vehicle receivables owned by BAC, which also includes receivables sold in securitization trusts consolidated for financial reporting purposes by BAC, as well as $13.6 billion of motor vehicle receivables originated and owned by third parties. BAC applies the fair value method of accounting to its owned receivable balances which ended at a fair value of $4.2 billion as of December 31, 2023.

For financial reporting purposes, Bridgecrest is consolidated with the parent company of DriveTime Car Sales, DriveTime Automotive Group, Inc., a Delaware corporation. As of December 31, 2023 and 2022, DriveTime Automotive Group, Inc. and its subsidiaries and Bridgecrest reported on their consolidated balance sheets total assets of $5.7 billion and $5.3 billion, respectively, total liabilities of $4.9 billion and $4.3 billion, respectively, and shareholders’ equity of $840.9 million and $1.0 billion, respectively. For the years ended December 31, 2023 and 2022, DriveTime Automotive Group, Inc. and its subsidiaries and Bridgecrest reported on their consolidated statements of operations total revenue of $3.2 billion and $2.8 billion, respectively, and a net loss before income taxes of $44.8 million, inclusive of charges of $276.6 million for market to fair value adjustments on their finance receivables as compared to net income before income taxes of $39.3 million, respectively.

All servicing and processing for the receivables will be performed by the servicer. The servicer will be responsible for billing, collecting, accounting and posting all payments received with respect to the receivables, responding to obligor inquiries, taking steps to maintain the security interest granted in the financed vehicles or other collateral, coordinating the ongoing liquidation of repossessed collateral, and generally monitoring each receivable and the related collateral. Information about the servicing practices of the servicer is set forth below under “Servicing by BAC.”

The servicer will have the right to delegate, at any time without notice or consent, certain servicing and processing responsibilities of the receivables to other entities pursuant to the sale and servicing agreement. Such delegation will not release the servicer of its responsibility with respect to its duties under the sale and servicing agreement, and the servicer will remain obligated and liable to the issuing entity, the grantor trust and the indenture trustee for those duties as if the servicer alone were performing those duties.

See “The Transfer Agreements and the Administration Agreement” which describes other obligations of the servicer under the sale and servicing agreement.

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SERVICING BY BAC

The servicer will be responsible for servicing and making collections on the receivables. The servicer’s duties will include collection and posting of all payments, responding to inquiries of obligors, pursuing delinquencies, recovery and remarketing of vehicles if required, making available payment or other information to obligors, accounting for collections and providing the servicer’s monthly servicer’s certificates.

The servicer will generally be required to service the receivables in accordance with its customary servicing practices, which are the customary servicing practices of the servicer with respect to all comparable motor vehicle receivables that the servicer services for itself or others, as such practices may be changed from time to time. The following discussion is a brief description of certain of the customary servicing practices, including the written servicing policy and procedures, of BAC applicable to its role as servicer. The servicer modifies these servicing practices from time to time to comply with applicable regulatory requirements and guidance. The servicer most recently modified its written servicing policy and procedures in February 2023; however, the modifications to the written policy and procedures did not result in any material modifications to the servicer’s servicing practices. In addition, the servicer reviews its servicing practices periodically and revises them to improve the effectiveness or efficiency of its servicing and collection activities.

Payment Channels and Methods

The servicer maintains a website where obligors can access information about their accounts. Obligors have a variety of available payment options, including through an online portal, by phone with a representative or through an automated phone system, mail, an app and third-party payment processing services. Currently, debit card, check (through mail) and automated clearing house (“ACH”) payments are accepted through these payment avenues. The servicer continually evaluates emerging trends and payment technologies and may modify its accepted payment methods from those described above.

Payment Application

Unless otherwise required by law or the applicable contract, payments received on an obligor’s account are generally applied in the following order: past due interest, past due principal, current scheduled payments, any assessed late fees and non-sufficient fund (“NSF”) fees and then to future scheduled payments. An obligor must pay at least 90% of a scheduled payment and all past due amounts to be considered current. The servicer may waive accumulated late fees, NSF fees and other supplemental servicing fees in its discretion and in accordance with its servicing practices.

Collections

The servicer maintains its primary servicing centers in Mesa, Arizona and Dallas, Texas, and uses offshore vendors for customer service operations and other servicing activities. In addition, the servicer continues to invest in and consider alternate strategies for its servicing functions. The mission of the servicer’s account servicing department is to assist obligors to remain current on their payments. The servicer generally works with obligors that are having difficulties making payments to bring the account current. The servicing department is organized into several different teams based on payment and delinquency stage. The front-end collections group generally handles delinquencies by contacting obligors and responding to inbound calls. The late-stage collections group will continue to work with obligors as they advance in delinquency or until the receivable defaults.

Modification of Contracts-Due Date Changes and Extensions

The servicer may, subject to certain limitations, change the due dates for payments to accommodate the date the obligor feels best suits its ability to make timely payments. Due date changes generally are not treated as extensions. Additionally, at the request of an obligor, the servicer may, subject to certain limitations, change the frequency of scheduled payments to facilitate the obligor’s ability to make timely payments (e.g., by aligning the due dates of scheduled payments with the timing of expected income). Payment frequency may be monthly, bi-monthly or every two weeks. Payment frequency changes are generally limited to once during the life of the receivable and are treated as modifications of the contract; however, payment frequency changes are only considered extensions if the change in payment frequency increases the scheduled term of the receivable by one or more months.

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The servicer’s servicing policy and procedures sets forth requirements for when the term of a receivable may be extended. Extensions are granted when an obligor’s payments are deferred to the end of the term to bring the account current. This extends the contract maturity date and defers past due interest and fees to the end of the contract. Under the current customary servicing practices, extensions generally may not extend the final payment more than eight months past the original maturity date of the contract and may not be available to an obligor until six monthly equivalent payments have been made. On a monthly pay frequency, an obligor may receive up to 8 payment extensions over the life of the account or up to 4 payment extensions in a 12-month period as long as it is not extending 8 months beyond the original maturity date. Extensions may be processed within system and rule constraints without manual intervention or approval. Exceptions may also be granted by an authorized approver beyond the guidelines and established limits within specified parameters. Any extension or other permissible modification could have an impact on the amount and timing of collections on receivables and, consequently, the amount and timing of Available Funds to make payments on the notes and certificates. See “Risk Factors—The characteristics, servicing and performance of the receivables pool could result in delays in payment or losses on your notes—The servicer’s discretion over the servicing of the receivables may impact the amount and timing of funds available to make payments on the notes.”

Disaster Relief and Recovery

In the event of a natural or manmade disaster (including a pandemic such as the outbreak of COVID-19), the servicer may implement a range of actions with respect to impacted obligors and the related receivables, including the cessation of repossession and collection efforts, offering assistance through modification or extension of the receivable and assisting with the processing of insurance claims. The scope of any such action may exceed the general requirements for eligibility with respect to such action outside of a natural or manmade disaster situation.

Charge-off Guidelines

Currently, receivables in default are generally charged-off at the earliest of (a) the end of the calendar month in which more than 10% of a scheduled payment is more than 120 days past due, (b) the date on which the financed vehicle has been repossessed and sold, or (c) the date on which the servicer has charged-off in full the related principal balance in accordance with its customary servicing practices.

Sales of Deficiency Balances

The servicer may from time to time sell Defaulted Receivables, receivables in bankruptcy or Deficiency Balances remaining after a receivable is charged-off to third parties on either a flow or portfolio purchase basis.

Repossession, Reinstatements and Liquidations

The servicer’s servicing policy and procedures includes guidance with respect to repossessions, the handling of an obligor’s voluntary surrender of a vehicle, the handling of vehicles that have been impounded and notice requirements related to the foregoing. Generally, the servicer may repossess a vehicle if the obligor has missed a monthly payment or has otherwise defaulted under a receivable, but a decision to repossess a vehicle is determined on an account-by-account basis in accordance with guidelines that consider, among other things, the risk of loss associated with the account. If the servicer determines that a vehicle should be repossessed, then the servicer will assign the vehicle for repossession to an approved repossession agent. In certain states and in some circumstances, the servicer must send a “right to cure” notice prior to repossessing the vehicle and, in some states, the servicer must send a “notice of intent” letter informing the obligor of the intent to sell the repossessed vehicle. If a vehicle is submitted for repossession and has not been recovered, the customer is offered options to cancel the repossession through payment of the full principal balance (which is referred to as “redeemed”) or payment of the full past due balance (which is referred to as “reinstated”). If the related obligor is in bankruptcy or subject to the Servicemembers Civil Relief Act, then the account will be referred to the servicer’s bankruptcy department or military group prior to any repossession to ensure compliance with applicable legal requirements. Additionally, an obligor has the ability to voluntarily surrender a vehicle to the servicer by requesting that the servicer retrieve the vehicle, which is considered a voluntary repossession.

If a repossessed vehicle is not redeemed or reinstated, then the servicer will sell the vehicle at auction and apply the net liquidation proceeds of the sale to the outstanding balance of the receivable. If the net liquidation proceeds exceed the outstanding balance, then the servicer will refund the excess to the obligor; if the net liquidation

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proceeds are less than the outstanding balance, then the obligor will remain liable for the Deficiency Balance after rebates and credits, if any, are applied to the account.

Bankruptcy

The servicer’s bankruptcy department is assigned to manage all receivables with obligors that have filed for bankruptcy. Once notice is received that an obligor has filed for bankruptcy, the account is moved to the bankruptcy department and all collection efforts are halted until the bankruptcy department reviews the account and determines the next steps. For obligors confirmed to be in bankruptcy the servicer will not engage in any collection efforts unless the bankruptcy case has been dismissed (and not reinstated or appealed) or the account is reaffirmed and reaffirmation is approved by the bankruptcy court.

Impounds

From time to time vehicles are impounded. When an obligor abandons a vehicle by failing to retrieve the vehicle from the impound lot, the servicer will determine whether to secure possession of the vehicle to satisfy the outstanding amounts under the related receivable. If the servicer’s impound department determines that the cost of securing possession of the vehicle outweighs the benefit, the servicer may abandon/forfeit the vehicle. If the vehicle is abandoned/forfeited, the account can be charged-off in accordance with the servicer’s policies.

Insurance Policies and Processing

Although the retail installment contracts require obligors to insure the vehicle, the servicer is not obligated to monitor compliance with this requirement or to force-place insurance. However, once the servicer becomes aware of a damaged or totaled vehicle, the servicer’s total loss department is responsible for ensuring insurance settlements are applied to the account and repair checks are distributed. In the event the customer presents GAP coverage at time of loss, proceeds are applied to the account and the leftover balance is written down to reflect the GAP coverage. Vehicles abandoned by a customer or with applied insurance proceeds are charged off according to the servicer’s policies and procedures.

THE STANDBY SERVICER

Computershare Trust Company, a national banking association, has been appointed as standby servicer pursuant to the sale and servicing agreement between the sponsor, the servicer, the indenture trustee, the issuing entity, the grantor trust and the standby servicer. We refer to Computershare Trust Company as “standby servicer”.

Computershare Trust Company will act as standby servicer pursuant to the sale and servicing agreement. Under the terms of the sale and servicing agreement, if the servicer is terminated or resigns, the indenture trustee, at the direction of the majority of noteholders of the controlling class, may appoint either the standby servicer or another third-party as the successor servicer. With its acquisition of the CTS business from Wells Fargo Bank on November 1, 2021, Computershare Trust Company acquired a business that has been engaged in the business of back-up servicing since 1993. As of December 31, 2023, Computershare Trust Company was acting in some cases as the back-up servicer, and in most cases as agent for the back-up servicer, for approximately 452 asset-backed securities transactions with an aggregate outstanding collateral balance of approximately $137 billion. The standby servicer maintains a corporate trust office for correspondence purposes at 1505 Energy Park Drive, St. Paul, Minnesota 55108, Attn: Asset-Backed Securities Department.

Other than the single immediately preceding paragraph, and such additional paragraphs as are expressly identified herein, Computershare Trust Company has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

The servicer may not resign from its obligations and duties except under certain limited circumstances and no such resignation will become effective until a successor servicer has assumed the servicing obligations. If the initial servicer is terminated or resigns as servicer, the standby servicer will serve as successor servicer, unless the indenture trustee, as directed by the noteholders representing at least a majority of the Note Balance of the Controlling Class, appoints another successor servicer.

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THE ASSET REPRESENTATIONS REVIEWER

Clayton Fixed Income Services LLC, a Delaware limited liability company, has been appointed as asset representations reviewer pursuant to an agreement between the sponsor, the servicer, the issuing entity and the asset representations reviewer. Clayton is a wholly-owned subsidiary of Covius Services, LLC, and with its affiliates, has provided independent due diligence loan review and servicer oversight services since 1989. Clayton has been engaged as the asset representations reviewer on more than 650 auto and equipment loan, lease and dealer floorplan and credit card securitization transactions since 2015.

Clayton and its affiliates are leading providers of targeted due diligence reviews of securitized assets and policies and procedures of originators and servicers to assess compliance with representations and warranties, regulatory and legal requirements, investor guidelines and settlement agreements. Clayton and its affiliates have performed over 17 million loan reviews and provided ongoing oversight on over $2 trillion of securitization transactions on behalf of investors, sponsors, issuers and originators, including government sponsored enterprises and other governmental agencies. These services have been performed primarily on residential mortgage loan and residential mortgage-backed security transactions, although Clayton and its affiliates have also performed these services for transactions involving auto loans, equipment leases, credit cards, commercial mortgage loans, student loans, timeshare loans and boat and recreational vehicle loans.

The asset representations reviewer is not affiliated with the sponsor, the servicer, the depositor, the indenture trustee, the owner trustee or any of their affiliates, nor has the asset representations reviewer been hired by the sponsor or an underwriter to perform pre-closing due diligence work on the receivables. The asset representations reviewer may not resign unless (a) the asset representations reviewer is merged into or becomes an affiliate of the sponsor, the servicer, the depositor, the indenture trustee, the owner trustee or any person (or an affiliate of any person) hired by the sponsor or an underwriter to perform pre-closing due diligence work on the receivables, (b) upon determination that the performance of its duties under the asset representations review agreement is no longer permissible under applicable law and there is no reasonable action that it could take to make the performance of its duties under the asset representation review agreement permitted under applicable law or (c) if the asset representations reviewer does not receive payment in full of any amounts required to be paid to the asset representations reviewer for a period of 90 days after written notice of such failure is delivered by the asset representations reviewer to the issuing entity, the sponsor and the indenture trustee. Without limiting the foregoing, the asset representations reviewer must promptly resign if it is merged into or becomes an affiliate of the sponsor, the servicer, the depositor, the indenture trustee, the owner trustee, or any person (or an affiliate of any person) hired by the sponsor or an underwriter to perform pre-closing due diligence work on the receivables. Further, the indenture trustee may, or, at the direction of the noteholders evidencing a majority of the aggregate outstanding amount of the notes will, terminate the rights and obligations of the asset representations reviewer upon the occurrence of one of the following events:

Following the resignation or removal of the asset representations reviewer, (i) if the Delinquency Percentage has exceeded the Delinquency Trigger as of the most recent payment date, the indenture trustee (at the direction of the noteholders, provided, that if the indenture trustee has received conflicting or inconsistent requests from two or more groups of noteholders, each representing less than the majority of the Note Balance, the indenture trustee will follow the direction of the noteholders representing the greater percentage of the Note Balance) will appoint a successor asset representations reviewer which is an eligible asset representations reviewer pursuant to the asset representation review agreement or (ii) if the Delinquency Percentage has not exceeded the Delinquency Trigger as of the most recent payment date, the sponsor, will appoint a successor asset representations reviewer. If the asset representations reviewer has resigned or has been removed, replaced or substituted, or if a new asset representations reviewer has been appointed, then the depositor will specify on the Form 10-D filed after the

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Collection Period in which the event occurred the date of the event and the circumstances surrounding the resignation, removal, substitution or appointment, as applicable. The asset representations reviewer will pay the expenses (including the fees and expenses of counsel), if any, of transitioning the asset representations reviewer under the asset representations review agreement and preparing the successor asset representations reviewer to take on such obligations.

The asset representations reviewer will be responsible for reviewing the Subject Receivables (as defined under “The Transfer Agreements and the Administration Agreement—Asset Representations Review—Delinquency Trigger” below) for compliance with the representations and warranties made by the sponsor on the receivables if the conditions described below under “The Transfer Agreements and the Administration Agreement—Asset Representations Review” are satisfied. Under the asset representations review agreement, the asset representations reviewer will be entitled to be paid the fees and expenses set forth under “The Transfer Agreements and the Administration Agreement—Asset Representations Review—Fees and Expenses for Asset Review” below and will be indemnified as described under “The Transfer Agreements and the Administration Agreement—Asset Representations Review—Indemnification and Limitations of Liability of Asset Representations Reviewer” below. The asset representations reviewer is required to perform only those duties specifically required of it under the asset representations review agreement, as described under “The Transfer Agreements and the Administration Agreement—Asset Representations Review” below.

AFFILIATIONS AND CERTAIN RELATIONSHIPS

The depositor is an affiliate of a direct subsidiary of BAC. None of the indenture trustee, the owner trustee, the grantor trust trustee or the asset representations reviewer is an affiliate of any of the foregoing parties. Additionally, neither the indenture trustee nor the asset representations reviewer is an affiliate of one another. The entity that acts as owner trustee also acts as grantor trust trustee and is not affiliated with the indenture trustee.

THE RECEIVABLES POOL

The receivables consist of motor vehicle retail installment sale contracts. These receivables are secured by a combination of new and used automobiles, light-duty trucks, SUVs and vans manufactured by a number of motor vehicle manufacturers. The receivables to be transferred to the grantor trust have been originated or acquired by the seller. Less than 4% of the receivables in the receivables pool (as a percentage of the aggregate principal balance of the receivables as of the cut-off date) were acquired by BAC from an affiliated finance company. See “Origination” in this prospectus.

Characteristics of the Receivables

The characteristics of the receivables presented throughout this prospectus are based on the receivables as of the cut-off date that were owned by BAC and met the criteria set forth under “The Transfer Agreements and the Administration Agreement—Representations and Warranties” as of the cut-off date. The receivables to be transferred to the grantor trust on the closing date had an aggregate outstanding principal balance of $700,000,011 as of the cut-off date.

The receivables were selected using selection procedures that were not known or intended by BAC to be adverse to the issuing entity or the grantor trust.

No expenses incurred in connection with the selection and acquisition of the receivables are to be payable from the offering proceeds.

Calculation Methods

Each of the receivables included in the issuing entity property will be a Simple Interest Receivable, with respect to which the allocation of each payment between interest and principal is calculated using the Simple Interest Method. See “Origination—Receivable Calculation Methods” in this prospectus.

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Exceptions to Underwriting Criteria

As described above under “Summary of Terms—Statistical Information”, the seller uses proprietary models and other credit-related criteria to evaluate the credit risk of its customers, the decision to offer credit, and the terms of the credit offer made to the applicant. The seller originates receivables considered to be exceptions to the seller’s underwriting guidelines.

As of the cut-off date, 881 of the receivables (approximately 2.88% of the receivables in the receivables pool as of the cut-off date), having an aggregate outstanding principal balance of $20,344,165.41 (approximately 2.91% of the principal balance of the receivables in the receivables pool as of the cut-off date), were subject to underwriting exceptions at the time of origination:

The seller determined that receivables considered by the seller to be underwriting exceptions should be included in the receivables pool. The seller elected to include those receivables because the seller’s general practice is to securitize the majority of eligible assets in its portfolio, and the existence of an exception is not a selection criterion used to determine eligibility of a receivable for inclusion in the receivables pool. In addition, the information relating to delinquency and net loss experience set forth in “The Receivables Pool—Delinquencies and Net Losses” and the securitized pool performance discussed in “The Receivables Pool—Pool Stratifications as of the Cut-off Date” is reflective of all receivables originated by the seller, including those with underwriting exceptions at the time of origination.

Asset Level Information

The issuing entity has provided asset-level information regarding the receivables that will be owned by the issuing entity as of the closing date (the “asset-level data”) as an exhibit to an applicable Form ABS-EE filed by the issuing entity by the date of filing of this prospectus, which is hereby incorporated by reference. The asset-level data comprises each of the data points required with respect to automobile loans identified on Schedule AL to Regulation AB and generally includes, with respect to each receivable, the related asset number, the reporting period covered, general information about the receivable, information regarding the related financed vehicle, information about the related obligor, information about activity on the receivable and information about modifications of the receivable during the reporting period. In addition, the issuing entity will provide updated asset-level data with respect to the receivables each month as an exhibit to the monthly distribution reports filed with the SEC on Form 10-D.

Pool Stratifications as of the Cut-off Date

The composition, distribution by loan-to-value ratio, FICO^® score, contract rate, geographic distribution by state of residence of the obligor, model year, original term to maturity, remaining term to maturity, original amount financed, current principal balance, Grade Mix, quarter of origination, payment-to-income ratio, down payment, monthly equivalent payment and monthly income, in each case, of the receivables in the pool as of the cut-off date, are set forth in the tables below.

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Composition of the Pool of Receivables

As of the Cut-off Date

Distribution of the Pool of Receivables

By Loan-to-Value Ratio (Including Ancillary Products)

As of the Cut-off Date

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Distribution of the Pool of Receivables

By Loan-to-Value Ratio (Excluding Ancillary Products)

As of the Cut-off Date

Distribution of the Pool of Receivables

By FICO^® Score

As of the Cut-off Date

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Distribution of the Pool of Receivables

By Annual Percentage Rate

As of the Cut-off Date

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Geographic Distribution of the Pool of Receivables

By State of Residence

As of the Cut-off Date