Financial Services Vehicle Trust Sample Contracts

BMW AUTO LEASING LLC, as Transferor,
Trust Agreement • November 9th, 2021 • Financial Services Vehicle Trust • Asset-backed securities • Delaware

This Amended and Restated Trust Agreement, dated as of [___________], 20[__], is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and [____________________], a [_____________], as trustee (the “Owner Trustee”).

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FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT BMW VEHICLE LEASE TRUST 20[__]-[__], as Issuer and BMW FINANCIAL SERVICES NA, LLC, as Servicer
Asset Representations Review Agreement • November 9th, 2021 • Financial Services Vehicle Trust • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the [__]th day of [_______] 20[__], by and among BMW VEHICLE LEASE TRUST 20[__]-[__], a Delaware statutory trust (the “Issuer”), BMW FINANCIAL SERVICES NA, LLC, a a Delaware limited liability company (the “Servicer”), and [_________________],[____] (the “Asset Representations Reviewer”).

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BMW VEHICLE LEASE TRUST 20[__]-[__] Asset Backed Notes BMW AUTO LEASING LLC (DEPOSITOR) UNDERWRITING AGREEMENT
Vehicle Lease • July 8th, 2015 • Financial Services Vehicle Trust • Asset-backed securities • New York
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BMW VEHICLE LEASE TRUST 20[__]-[__], as Issuer,
Control Agreement • November 9th, 2021 • Financial Services Vehicle Trust • Asset-backed securities • New York
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MASTER AGREEMENT dated as of [________], 20[__]
Master Agreement • October 8th, 2015 • Financial Services Vehicle Trust • Asset-backed securities • New York

[__________] and BMW VEHICLE LEASE TRUST 20[__]-[_] have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

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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 • July 8th, 2015 • Financial Services Vehicle Trust • Asset-backed securities • New York
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MASTER AGREEMENT dated as of [________], 20[__]
Master Agreement • November 9th, 2021 • Financial Services Vehicle Trust • Asset-backed securities • New York

[__________] and BMW VEHICLE LEASE TRUST 20[__]-[_] have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

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BMW AUTO LEASING LLC, as Transferor, and BMW VEHICLE LEASE TRUST 20[__]-[__], as Transferee FORM OF ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [___________], 20[__]
Certificate Transfer Agreement • November 9th, 2021 • Financial Services Vehicle Trust • Asset-backed securities • New York

This Issuer SUBI Certificate Transfer Agreement, dated as of [___________], 20[__] (this “Agreement”), is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and BMW Vehicle Lease Trust 20[__]-[__], a Delaware statutory trust (the “Issuer”), as transferee (in such capacity, the “Transferee”).

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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
Financial Services Vehicle Trust • November 9th, 2021 • 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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BMW VEHICLE LEASE TRUST 20[__]-[__] [____]% Asset Backed Notes, Class A-1 [____]% Asset Backed Notes, Class A-2a [____]% Asset Backed Notes, Class A-2b [____]% Asset Backed Notes, Class A-3 [____]% Asset Backed Notes, Class A-4 [____]% Asset Backed...
Vehicle Lease • October 8th, 2015 • Financial Services Vehicle Trust • 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, as Vehicle Trust, and BMW MANUFACTURING L.P., as UTI Beneficiary, and BMW FINANCIAL SERVICES NA, LLC, as Servicer and Sponsor
Financial Services • November 9th, 2021 • Financial Services Vehicle Trust • Asset-backed securities • New York

This 20[__]-[__] Servicing Supplement, 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, as grantor and initial beneficiary of the Vehicle 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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LIMITED LIABILITY COMPANY AGREEMENT FOR BMW AUTO LEASING LLC (a Delaware Limited Liability Company) Effective as of February 1, 2016
Limited Liability Company Agreement • October 1st, 2018 • Financial Services Vehicle Trust • Asset-backed securities • Delaware

This Amended and Restated Limited Liability Company Agreement (this “LLC Agreement”) effective as of February 1, 2016, is entered into on July 8, 2016, by BMW Financial Services NA, LLC, a Delaware limited liability company (“BMW FS”), as the primary member, and BMW FS Receivables Corporation, a Delaware corporation (“Receivables Corp.”), as the second member, with reference to the following:

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BMW VEHICLE LEASE TRUST 20[__]-[__] [___]% Asset Backed Notes, Class A-1 [____]% Asset Backed Notes, Class A-2a Benchmark [plus][minus] [___]% Asset Backed Notes, Class A-2b [___]% Asset Backed Notes, Class A-3 [___]% Asset Backed Notes, Class A-4...
Vehicle Lease Trust • November 9th, 2021 • Financial Services Vehicle Trust • Asset-backed securities • New York

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

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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 FORM OF ISSUER ADMINISTRATION AGREEMENT Dated as of [____________], 20[__]
BMW Vehicle Lease Trust • November 9th, 2021 • Financial Services Vehicle Trust • 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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FINANCIAL SERVICES VEHICLE TRUST,
Basic Servicing Agreement • October 1st, 2018 • Financial Services Vehicle Trust • Asset-backed securities • New York

This 20[__]-[__] Servicing Supplement, 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, as grantor and initial beneficiary of the Vehicle 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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FINANCIAL SERVICES VEHICLE TRUST, BMW MANUFACTURING L.P., BMW AUTO LEASING LLC, BMW VEHICLE LEASE TRUST 20[__]-[__], and as Indenture Trustee
Security Agreement • October 1st, 2018 • Financial Services Vehicle Trust • Asset-backed securities • New York
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BMW VEHICLE LEASE TRUST 20[__]-[__] Asset Backed Notes BMW AUTO LEASING LLC (DEPOSITOR) FORM OF UNDERWRITING AGREEMENT
Financial Services Vehicle Trust • November 9th, 2021 • Asset-backed securities • New York
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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 FORM OF BACK-UP SECURITY AGREEMENT Dated as of [_____________], 20[__]
Security Agreement • November 9th, 2021 • Financial Services Vehicle Trust • 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”), between the Issuer and the Indenture Trustee.

Sample 1
ASSET REPRESENTATIONS REVIEW AGREEMENT
Asset Representations Review Agreement • October 8th, 2015 • Financial Services Vehicle Trust • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the [________] day of [________] 20[__], by and among BMW VEHICLE LEASE TRUST 20[__]-[__], a Delaware statutory trust (the “Issuer”), BMW FINANCIAL SERVICES NA, LLC, a Delaware limited liability company (the “Servicer”), and [__________], a [__________] company (the “Asset Representations Reviewer”).

Sample 1
BMW VEHICLE LEASE TRUST 20[__]-[__] Asset Backed Notes BMW AUTO LEASING LLC (DEPOSITOR) FORM OF UNDERWRITING AGREEMENT
Vehicle Lease • October 1st, 2018 • Financial Services Vehicle Trust • Asset-backed securities • New York
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BMW AUTO LEASING LLC, as Transferor, and BMW VEHICLE LEASE TRUST 20[__]-[__], as Transferee
Transfer Agreement • October 1st, 2018 • Financial Services Vehicle Trust • Asset-backed securities • New York

This Issuer SUBI Certificate Transfer Agreement, dated as of [___________], 20[__] (this “Agreement”), is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and BMW Vehicle Lease Trust 20[__]-[__], a Delaware statutory trust (the “Issuer”), as transferee (in such capacity, the “Transferee”).

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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[__]
Security Agreement • July 8th, 2015 • Financial Services Vehicle Trust • Asset-backed securities • New York
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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[__]
Subi Certificate Transfer Agreement • July 8th, 2015 • Financial Services Vehicle Trust • Asset-backed securities • New York

This Issuer SUBI Certificate Transfer Agreement, dated as of [________], 20[__] (the “Agreement”), is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and BMW Vehicle Lease Trust 20[__]-[__], a Delaware statutory trust (the “Issuer”), as transferee (in such capacity, the “Transferee”).

Sample 1
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[__]
BMW Vehicle Lease Trust • October 8th, 2015 • Financial Services Vehicle Trust • 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”).

Sample 1
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