0000929638-13-000237 Sample Contracts

BMW AUTO LEASING LLC as Transferor, and as Owner Trustee
Trust Agreement • March 29th, 2013 • BMW Auto Leasing LLC • Asset-backed securities • Delaware
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BMW VEHICLE LEASE TRUST 20[__]-[__] Asset Backed Notes BMW AUTO LEASING LLC (DEPOSITOR) UNDERWRITING AGREEMENT
Vehicle Lease • March 29th, 2013 • BMW Auto Leasing LLC • Asset-backed securities • New York
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BMW VEHICLE LEASE TRUST 20[__]-[__], as Issuer, BMW FINANCIAL SERVICES NA, LLC, as Administrator, BMW AUTO LEASING LLC, as Transferor, and as Indenture Trustee ISSUER ADMINISTRATION AGREEMENT Dated as of [________], 20[__]
Issuer Administration Agreement • March 29th, 2013 • BMW Auto Leasing LLC • Asset-backed securities • New York

This Issuer Administration Agreement, dated as of [________], 20[__] (the “Agreement”), is among BMW Vehicle Lease Trust 20[__]-[__], a Delaware statutory trust, as issuer (the “Issuer”), BMW Financial Services NA, LLC, a Delaware limited liability company (“BMW FS”), as administrator (in such capacity, the “Administrator”), BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and [__________], a [__________], as indenture trustee (the “Indenture Trustee”).

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BMW MANUFACTURING L.P., as Transferor, and BMW AUTO LEASING LLC, as Transferee SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [________], 20[__]
Certificate Transfer Agreement • March 29th, 2013 • BMW Auto Leasing LLC • Asset-backed securities • New York
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BMW MANUFACTURING L.P., as Grantor and UTI Beneficiary, and BNY MELLON TRUST OF DELAWARE, formerly known as The Bank of New York (Delaware), as Vehicle Trustee
BMW Auto Leasing LLC • March 29th, 2013 • Asset-backed securities

This 20[__]-[__] Vehicle Trust Supplement, dated as of [________], 20[__], is between BMW Manufacturing L.P., an Indiana limited partnership, as grantor and initial beneficiary (in such capacities, the “Grantor” and the “UTI Beneficiary”, respectively) and BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), a Delaware banking association, as trustee (in such capacity, the “Vehicle Trustee”).

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FINANCIAL SERVICES VEHICLE TRUST, as Vehicle Trust, and BMW MANUFACTURING L.P., as UTI Beneficiary, and BMW FINANCIAL SERVICES NA, LLC, as Servicer and Sponsor
Financial Services • March 29th, 2013 • BMW Auto Leasing LLC • Asset-backed securities • New York

This 20[__]-[__] Servicing Supplement, dated as of [________], 20[__], is among Financial Services Vehicle Trust, a Delaware statutory trust (the “Trust”), BMW Manufacturing L.P., an Indiana limited partnership, as grantor and initial beneficiary of the Trust (in such capacities, the “Grantor” and the “UTI Beneficiary,” respectively) and BMW Financial Services NA, LLC, a Delaware limited liability company (“BMW FS”), as servicer (in such capacity, the “Servicer”) and as sponsor (in such capacity, the “Sponsor”).

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BMW VEHICLE LEASE TRUST 20[__]-[__] [____]% Asset Backed Notes, Class A-1 [____]% Asset Backed Notes, Class A-2 [____]% Asset Backed Notes, Class A-3 [____]% Asset Backed Notes, Class A-4 as Indenture Trustee, and BMW VEHICLE LEASE TRUST 20[__]-[__],...
Vehicle Lease Trust • March 29th, 2013 • BMW Auto Leasing LLC • Asset-backed securities • New York

This Indenture, dated as of [________], 20[__], is between the BMW Vehicle Lease Trust 20[__]-[__], a Delaware statutory trust (the “Issuer”), and [__________], a [__________], as indenture trustee (the “Indenture Trustee”).

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FINANCIAL SERVICES VEHICLE TRUST, BMW MANUFACTURING L.P., BMW AUTO LEASING LLC, BMW VEHICLE LEASE TRUST 20[__]-[__], and as Indenture Trustee BACK-UP SECURITY AGREEMENT Dated as of [________], 20[__]
Back-Up Security Agreement • March 29th, 2013 • BMW Auto Leasing LLC • Asset-backed securities • New York

This Back-Up Security Agreement, dated as of [________], 20[__], is among Financial Services Vehicle Trust, a Delaware statutory trust (the “Vehicle Trust”), BMW Manufacturing L.P., an Indiana limited partnership (“BMW LP”), BMW Auto Leasing LLC, a Delaware limited liability company (the “Transferor”), BMW Vehicle Lease Trust 20[__]-[__], a Delaware statutory trust (the “Issuer”), and [__________], a [__________], not in its individual capacity, but solely as indenture trustee (the “Indenture Trustee”) under the Indenture, dated as of [________], 20[__] (the “Indenture”), from the Issuer to the Indenture Trustee.

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BMW AUTO LEASING LLC, as Transferor, and BMW VEHICLE LEASE TRUST 20[__]-[__], as Transferee ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [________], 20[__]
Issuer Subi Certificate Transfer Agreement • March 29th, 2013 • BMW Auto Leasing LLC • Asset-backed securities • New York
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