Common use of SUBI Clause in Contracts

SUBI. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “SUBI Certificate Transfer Agreement”), between the Depositor and the UTI Beneficiary, the UTI Beneficiary will sell the SUBI Certificate to the Depositor. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “Trust SUBI Certificate Transfer Agreement”), between the Depositor and the Trust, the Depositor will sell the SUBI Certificate to the Trust. The Trust will provide for the review of the 2022-1 Leases for compliance with certain representations and warranties made with respect thereto in certain circumstances under an asset representations review agreement, dated as of the Closing Date (the “Asset Representations Review Agreement”), among the Trust, BMW Financial Services, as Servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). This Agreement, the Indenture, the Trust Agreement, the Servicing Agreement, the SUBI Trust Agreement, the SUBI Certificate Transfer Agreement, the Trust Administration Agreement, the Trust SUBI Certificate Transfer Agreement, the Asset Representations Review Agreement, the Depository Agreement, a backup security agreement, dated as of the Closing Date (the “Backup Security Agreement”), among BMW Financial Services, the Vehicle Trust, the UTI Beneficiary, the Depositor, the Trust and the Indenture Trustee, and a control agreement, dated as of the Closing Date (the “Control Agreement”), between the Trust and U.S. Bank National Association, as secured party and securities intermediary, are referred to herein collectively as the “Transaction Documents”. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the SUBI Trust Agreement or the Indenture, as the case may be. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 3:09 p.m. on January 11, 2022 (the “Time of Sale”), the Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the preliminary prospectus dated January 5, 2022 (together, along with any information referred to under the captions “Static Pools” and “Appendix A – Static Pool Information” therein, the “Preliminary Prospectus”) and (ii) the Ratings Free Writing Prospectus (as defined in Section 7) and each other “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Act”)) listed on Schedule III hereto (as it may be amended with the approval in writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the investors may terminate their “contracts of sale” (within the meaning of Rule 159 under the Act) (each, a “Contract of Sale”). If, following any such termination, the Underwriters, with prior written notice to the Depositor and BMW Financial Services, enter into new contracts of sale with investors for the Notes, then “Time of Sale Information” will refer to the documents agreed upon in writing by the Depositor and the Representative that correct such material misstatements or omissions (the “Corrected Time of Sale Information”) and “Time of Sale” will refer to the time and date agreed upon by the Depositor and the Representative.

SUBI. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “SUBI Certificate Transfer Agreement”), between the Depositor and the UTI Beneficiary, the UTI Beneficiary will sell the SUBI Certificate to the Depositor. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “Trust SUBI Certificate Transfer Agreement”), between the Depositor and the Trust, the Depositor will sell the SUBI Certificate to the Trust. The Trust will provide for the review of the 20222024-1 Leases for compliance with certain representations and warranties made with respect thereto in certain circumstances under an asset representations review agreement, dated as of the Closing Date (the “Asset Representations Review Agreement”), among the Trust, BMW Financial Services, as Servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). This Agreement, the Indenture, the Trust Agreement, the Servicing Agreement, the SUBI Trust Agreement, the SUBI Certificate Transfer Agreement, the Trust Administration Agreement, the Trust SUBI Certificate Transfer Agreement, the Asset Representations Review Agreement, the Depository Agreement, a backup security agreement, dated as of the Closing Date (the “Backup Security Agreement”), among BMW Financial Services, the Vehicle Trust, the UTI Beneficiary, the Depositor, the Trust and the Indenture Trustee, and a control agreement, dated as of the Closing Date (the “Control Agreement”), between among the Trust, U.S. Bank Trust Company, National Association, as Indenture Trustee and secured party, and U.S. Bank National Association, as secured party and securities intermediary, are referred to herein collectively as the “Transaction Documents”. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the SUBI Trust Agreement or the Indenture, as the case may be. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 3:09 4:38 p.m. on January 11February 6, 2022 2024 (the “Time of Sale”), the Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the preliminary prospectus dated January 5February 1, 2022 2024 (together, along with any information referred to under the captions “Static Pools” and “Appendix A – Static Pool Information” therein, the “Preliminary Prospectus”) and (ii) the Ratings Free Writing Prospectus (as defined in Section 7) and each other “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Act”)) listed on Schedule III hereto (as it may be amended with the approval in writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the investors may terminate their “contracts of sale” (within the meaning of Rule 159 under the Act) (each, a “Contract of Sale”). If, following any such termination, the Underwriters, with prior written notice to the Depositor and BMW Financial Services, enter into new contracts of sale with investors for the Notes, then “Time of Sale Information” will refer to the documents agreed upon in writing by the Depositor and the Representative that correct such material misstatements or omissions (the “Corrected Time of Sale Information”) and “Time of Sale” will refer to the time and date agreed upon by the Depositor and the Representative.