Delaware
(State or other jurisdiction of
incorporation or organization of issuing entity)
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88-6334272
(I.R.S. Employer
Identification No.)
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c/o BMW Financial Services NA, LLC
300 Chestnut Ridge Road
Woodcliff Lake, NJ
(Address of principal executive offices of issuing entity)
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07677-7739
(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Not applicable
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Not applicable
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Not applicable
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Large accelerated filer
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☐ |
Accelerated filer
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☐ | |
Non-accelerated filer
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☒ |
Smaller reporting company
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☐ | |
Emerging growth company
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☐ |
(1) |
Not applicable.
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(2) |
Not applicable.
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(3) |
See Item 15(b) below.
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Exhibit Number
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Description
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BMW VEHICLE OWNER TRUST 2022-A
(Issuing Entity)
By: BMW FINANCIAL SERVICES NA, LLC,
as servicer
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March 26, 2024 |
By: /s/ Ole Jensen
Name: Ole Jensen
Title: Vice President – Finance & Chief Financial Officer
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BMW FINANCIAL SERVICES NA, LLC
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By:
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/s/ Ole Jensen
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Name:
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Ole Jensen
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Title:
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Vice President – Finance & Chief Financial Officer
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1. |
BMW Financial Services NA, LLC (“BMW FS”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of December 31,
2023 and for the period from January 1, 2023 through December 31, 2023 (the “Reporting Period”), as set forth in Appendix A hereto. The transactions covered by this report include asset-backed securities transactions for which BMW FS acted
as servicer involving retail installment sales contracts for automobiles, which are set forth on Appendix B (the “Platform”);
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2. |
Except as set forth in paragraph 3 below, BMW FS used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria;
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3. |
The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to BMW FS based on the activities it performs with respect to the Platform;
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4. |
BMW FS has complied, in all material respects, with the applicable servicing criteria as of December 31, 2023 and for the Reporting Period with respect to the Platform taken as a whole; and
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5. |
CohnReznick LLP, an independent registered public accounting firm, has issued an attestation report on BMW FS’ assessment of compliance with the applicable servicing criteria for the Reporting
Period.
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BMW FINANCIAL SERVICES NA, LLC
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By:
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/s/ Ole Jensen
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Name:
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Ole Jensen
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Title:
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Vice President – Finance & Chief Financial Officer |
SERVICING CRITERIA
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APPLICABLE
SERVICING CRITERIA
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INAPPLICABLE
SERVICING CRITERIA
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Reference
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Criteria
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General Servicing Considerations
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1122(d)(1)(i)
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Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
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X
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1122(d)(1)(ii)
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If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such
servicing activities.
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X
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1122(d)(1)(iii)
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Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
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X
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1122(d)(1)(iv)
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A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required
by and otherwise in accordance with the terms of the transaction agreements.
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X
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1122(d)(1)(v)
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Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
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X
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Cash Collection and Administration
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1122(d)(2)(i)
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Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other
number of days specified in the transaction agreements.
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X
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1122(d)(2)(ii)
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Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
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X1
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1122(d)(2)(iii)
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Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as
specified in the transaction agreements.
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X
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1122(d)(2)(iv)
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The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to
commingling of cash) as set forth in the transaction agreements.
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X
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1122(d)(2)(v)
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Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured
depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
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X
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1122(d)(2)(vi)
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Unissued checks are safeguarded so as to prevent unauthorized access.
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X
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SERVICING CRITERIA
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APPLICABLE
SERVICING CRITERIA
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INAPPLICABLE
SERVICING CRITERIA
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Reference
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Criteria
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1122(d)(2)(vii)
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Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These
reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone
other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
in the transaction agreements.
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X
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Investor Remittances and Reporting
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1122(d)(3)(i)
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Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.
Specifically, such reports (A) are prepared in accordance with time frames and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C)
are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.
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X
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1122(d)(3)(ii)
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Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreements.
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X
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1122(d)(3)(iii)
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Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.
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X2
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1122(d)(3)(iv)
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Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
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X
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Pool Asset Administration
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1122(d)(4)(i)
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Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
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X
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1122(d)(4)(ii)
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Pool asset and related documents are safeguarded as required by the transaction agreements.
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X
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1122(d)(4)(iii)
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Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
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X
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1122(d)(4)(iv)
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Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more
than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
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X
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1122(d)(4)(v)
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The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.
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X
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SERVICING CRITERIA
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APPLICABLE
SERVICING CRITERIA
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INAPPLICABLE
SERVICING CRITERIA
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Reference
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Criteria
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1122(d)(4)(vi)
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Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance
with the transaction agreements and related pool asset documents.
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X
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1122(d)(4)(vii)
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Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted
and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
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X
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1122(d)(4)(viii)
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Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at
least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in
cases where delinquency is deemed temporary (e.g., illness or unemployment).
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X
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1122(d)(4)(ix)
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Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
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X
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1122(d)(4)(x)
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Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual
basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the
obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.
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X
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1122(d)(4)(xi)
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Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or
notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
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X
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1122(d)(4)(xii)
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Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late
payment was due to the obligor’s error or omission.
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X
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1122(d)(4)(xiii)
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Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the
transaction agreements.
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X
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1122(d)(4)(xiv)
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Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
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X
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1122(d)(4)(xv)
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Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
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X
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1.
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U.S. Bank is responsible for assessing its compliance with the servicing criteria applicable to it as noted on the accompanying Exhibit A;
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2.
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Except as set forth in paragraph 3 below, U.S. Bank used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess its compliance with the applicable servicing criteria;
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3.
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The criteria listed in the column titled “Inapplicable Servicing Criteria” on Exhibit A hereto are inapplicable to U.S. Bank based on the servicing activities it performs directly with respect to the Platform;
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4.
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U.S. Bank has complied, in all material respects, with the applicable servicing criteria as of and for the year ended December 31, 2023; and
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5. |
Ernst & Young LLP, a registered public accounting firm, has issued an attestation report on U.S. Bank’s assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2023.
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Reference
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Servicing Criteria
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Applicable Servicing Criteria
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Inapplicable Servicing Criteria
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General Servicing Considerations
|
|||
1122(d)(1)(i)
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Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
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X
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|
1122(d)(1)(ii)
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If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
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X2
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1122(d)(1)(iii)
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Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained.
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X
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1122(d)(1)(iv)
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A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance
with the terms of the transaction agreements.
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X
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1122(d)(1)(v)
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Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
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X3
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Cash Collection and Administration
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|||
1122(d)(2)(i)
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Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the
transaction agreements.
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X
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1122(d)(2)(ii)
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Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
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X
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1122(d)(2)(iii)
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Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction
agreements.
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X4
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1122(d)(2)(iv)
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The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set
forth in the transaction agreements.
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X
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1122(d)(2)(v)
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Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with
respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
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X
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1122(d)(2)(vi)
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Unissued checks are safeguarded so as to prevent unauthorized access.
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X
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Reference
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Servicing Criteria
|
Applicable Servicing Criteria
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Inapplicable Servicing Criteria
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1122(d)(2)(vii)
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Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically
accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
|
X
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|
Investor Remittances and Reporting
|
|||
1122(d)(3)(i)
|
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are
prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer.
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X
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|
1122(d)(3)(ii)
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Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
|
X
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|
1122(d)(3)(iii)
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Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
|
X
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|
1122(d)(3)(iv)
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Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
X
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|
Pool Asset Administration
|
|||
1122(d)(4)(i)
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Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
|
X
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|
1122(d)(4)(ii)
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Pool assets and related documents are safeguarded as required by the transaction agreements.
|
X
|
|
1122(d)(4)(iii)
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Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
|
X
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1122(d)(4)(iv)
|
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days
specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
|
X
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Reference
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Servicing Criteria
|
Applicable Servicing Criteria
|
Inapplicable Servicing Criteria
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1122(d)(4)(v)
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The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
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X
|
|
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements
and related pool asset documents.
|
X
|
|
1122(d)(4)(vii)
|
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance
with the timeframes or other requirements established by the transaction agreements.
|
X
|
|
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such
other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed
temporary (e.g., illness or unemployment).
|
X
|
|
1122(d)(4)(ix)
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Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
|
X
|
|
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period
specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of
full repayment of the related pool assets, or such other number of days specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xi)
|
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided
that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xii)
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s
error or omission.
|
X
|
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
|
X
|
|
1122(d)(4)(xiv)
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Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
|
X
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1122(d)(4)(xv)
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Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
|
X
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1. |
I am a duly authorized officer of BMW Financial Services NA, LLC;
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2. |
I have reviewed the terms of that certain Sale and Servicing Agreement, dated as of May 18, 2022 (the “Sale and Servicing Agreement”), among BMW Financial Services NA, LLC, as seller, servicer (in such
capacity, the “Servicer”), administrator and custodian, U.S. Bank Trust Company, National Association, as indenture trustee, BMW FS Securities LLC, as depositor, and BMW Vehicle Owner Trust 2022-A, as issuer, and I have made, or have caused to
be made under my supervision, a review of the activities of the Servicer and the performance of its obligations under the Sale and Servicing Agreement during the period from January 1, 2023 to December 31, 2023; and
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3. |
to the best of my knowledge, based on the review described in paragraph 2 above, the Servicer has fulfilled all of its obligations under the Sale and Servicing Agreement in all material respects during
the period from January 1, 2023 to December 31, 2023.
|