EXHIBIT 3.3
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TRUST AGREEMENT
OF
BMW VEHICLE OWNER TRUST 2001-A
TRUST AGREEMENT, dated as of April __, 2001, between BMW FS
Securities LLC, a Delaware limited liability company (the "Depositor"), and
Wilmington Trust Company, a Delaware banking corporation (the "Owner Trustee").
The Depositor and the Owner Trustee hereby agree as follows:
1. The trust created hereby shall be known as "BMW Vehicle
Owner Trust 2001- A" (the "Trust"), in which name the Owner Trustee may conduct
the business of the Trust, make and execute contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets
over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Owner Trustee hereby declares that it
will hold the trust estate in trust for the Depositor. It is the intention of
the parties hereto that the Trust created hereby constitute a business trust
under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. ss. 3801 et seq.
and that this document constitute the governing instrument of the Trust. The
Owner Trustee is hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in the form attached
hereto as Exhibit A.
3. The Owner Trustee may resign upon thirty days prior notice
to the Depositor. If no successor has been appointed within such thirty day
period, the Owner Trustee may, at the expense of the Trust, petition a court of
competent jurisdiction to appoint a successor trustee.
4. The Depositor and the Owner Trustee will enter into an
amended and restated Trust Agreement, satisfactory to each such party, to
provide for the contemplated operation of the Trust created hereby. Prior to the
execution and delivery of such amended and restated Trust Agreement, the Owner
Trustee shall not have any duty or obligation hereunder or with respect to the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise as such are prepared for
filing with the appropriate authority and presented to the Owner Trustee by the
Depositor, or its counsel, in execution form. The Depositor is hereby authorized
to execute on behalf of the Trust any informational or other filings, documents
papers and instruments as may be required to be filed with the Securities and
Exchange Commission.
5. The Owner Trustee accepts the trusts hereby created and
agrees to perform its duties hereunder with respect to the same but only upon
the terms of this Trust Agreement. Except as otherwise expressly required in
Section 2 of this Trust Agreement, the Owner Trustee shall not have any duty or
liability with respect to the administration of the Trust, the investment of the
Trust's property or the payment of dividends or other distributions of income or
principal to the Trust's beneficiaries, and no implied obligations shall be
inferred from this Trust Agreement on the
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part of the Owner Trustee. The Owner Trustee shall not be liable for the acts or
omissions of the Depositor or any other person who acts on behalf of the Trust
nor shall the Owner Trustee be personally liable for any act or omission of the
Owner Trustee, except for its own willful misconduct or gross negligence.
6. This Trust Agreement may be executed in one or more
counterparts, each of which when so executed shall be an original and all of
which when taken together shall constitute but one and the same instrument.
7. This Trust Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to is
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed by their respective officers thereunto duly
authorized, as of the day and year first above written.
BMW FS SECURITIES LLC,
as Depositor
By:
-----------------------------------------
Name:
Title:
WILMINGTON TRUST COMPANY,
as Owner Trustee
By:
-----------------------------------------
Name:
Title:
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EXHIBIT A: FORM OF CERTIFICATE OF TRUST
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CERTIFICATE OF TRUST
OF
BMW VEHICLE OWNER TRUST 2001-A
THIS Certificate of Trust of BMW Vehicle Owner Trust 2001-A
(the "Trust") is being duly executed and filed on behalf of the Trust by the
undersigned, as trustee, to form a business trust under the Delaware Business
Trust Act (12 Del. C.ss.3801 et. seq.) (the "Act").
1. Name. The name of the business trust formed hereby is BMW
Vehicle Owner Trust 2001-A.
2. Delaware Trustee. The name and business address of the
trustee of the Trust in the State of Delaware is Wilmington Trust Company,
Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000,
Attention: Corporate Trust Administration.
3. Effective Date. This Certificate of Trust shall be
effective upon filing.
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate of Trust in accordance with Section 3811 (a)(1) of the Act.
WILMINGTON TRUST COMPANY, as
trustee
By: _____________________________
Name:
Title:
A-1
