Common use of Servicer Representations and Warranties Clause in Contracts

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[__] Lease and the related 20[__]-[__] Vehicle: (i) was a new BMW vehicle at the time of origination of the Lease; (ii) has a model year of 20[__] or later; (iii) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; (iv) was originated on or after [________], 20[__]; (v) has a Maturity Date on or after the [________] 20[__] Payment Date and no later than the [________] 20[__] Payment Date; (vi) is not more than [____] days past due as of the Cutoff Date; (vii) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viii) is a U.S. dollar-denominated obligation; (ix) provides for constant Monthly Payments to be made by the Lessee over the Lease Term; (x) is a closed-end lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xi) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS; (xiii) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xiv) requires the Lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related 20[__]-[__] Vehicle as required under the 20[__]-[__] Lease; (xv) has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvi) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date of the origination of such Lease; (xvii) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviii) the related Lessee has a billing address in a Trust State and is not BMW FS, the Depositor or any of their respective affiliates; (xix) the related certificate of title is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xx) is a closed-end lease that required all Monthly Payments to be made within [__] months of the date of origination of such lease; (xxi) is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the originator; (xxii) has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiii) is not an asset of an Other SUBI; (xxiv) to the knowledge of BMW FS, the related Lessee is not currently the subject of a bankruptcy proceeding; and (xxv) the related 20[__]-[__] Lease constitutes tangible “chattel paper” or “electronic chattel paper” for purposes of the UCC and, with respect to such related 20[__]-[__] Lease constituting “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Servicer possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[__] 2010-1 Lease and the related 20[__]-[__] 2010-1 Vehicle: (i) was a new BMW vehicle at the time of origination of the Lease; (ii) has a model year of 20[__] 2008 or later; (iii) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] 2010-1 Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; (iv) was originated on or after [________]February 1, 20[__]2008; (v) has a Maturity Date on or after the [________] 20[__] April 2011 Payment Date and no later than the [________] 20[__] July 2013 Payment Date; (vi) is not more than [____] 29 days past due as of the Cutoff Date; (vii) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viii) is a U.S. dollar-denominated obligation; (ix) provides for constant Monthly Payments to be made by the Lessee over the Lease Term; (x) is a closed-end lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xi) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS; (xiii) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xiv) requires the Lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related 20[__]-[__] 2010-1 Vehicle as required under the 20[__]-[__] 2010-1 Lease; (xv) has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvi) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date of the origination of such Lease; (xvii) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviii) the related Lessee has a billing address in a Trust State and is not BMW FS, the Depositor or any of their respective affiliates; (xix) the related certificate of title is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xx) is a closed-end lease that required all Monthly Payments to be made within [__] 60 months of the date of origination of such lease; (xxi) is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the originator; (xxii) has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiii) is not an asset of an Other SUBI; (xxiv) to the knowledge of BMW FS, the related Lessee is not currently the subject of a bankruptcy proceeding; and (xxv) the related 20[__]-[__] 2010-1 Lease constitutes tangible “chattel paper” or “electronic chattel paper” for purposes of the UCC and, with respect to such related 20[__]-[__] Lease constituting “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Servicer possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[__] 2015-1 Lease and the related 20[__]-[__] 2015-1 Vehicle: (i) was a new BMW vehicle at the time of origination of the Lease; (ii) has a model year of 20[__] 2012 or later; (iii) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] 2015-1 Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; (iv) was originated on or after [________]July 1, 20[__]2012; (v) has a Maturity Date on or after the [________] 20[__] June 2015 Payment Date and no later than the [________] 20[__] December 2017 Payment Date; (vi) is not more than [____] 29 days past due as of the Cutoff Date; (vii) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viii) is a U.S. dollar-denominated obligation; (ix) provides for constant Monthly Payments to be made by the Lessee over the Lease Term; (x) is a closed-end lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xi) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS; (xiii) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xiv) requires the Lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related 20[__]-[__] 2015-1 Vehicle as required under the 20[__]-[__] 2015-1 Lease; (xv) has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvi) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date of the origination of such Lease; (xvii) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviii) the related Lessee has a billing address in a Trust State and is not BMW FS, the Depositor or any of their respective affiliates; (xix) the related certificate of title is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xx) is a closed-end lease that required all Monthly Payments to be made within [__] 36 months of the date of origination of such lease; (xxi) is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the originator; (xxii) has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiii) is not an asset of an Other SUBI; (xxiv) to the knowledge of BMW FS, the related Lessee is not currently the subject of a bankruptcy proceeding; and (xxv) the related 20[__]-[__] 2015-1 Lease constitutes tangible “chattel paper” or “electronic chattel paper” for purposes of the UCC and, with respect to such related 20[__]-[__] 2015-1 Lease constituting “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] 2015-1 Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Servicer possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[__] 2012-1 Lease and the related 20[__]-[__] 2012-1 Vehicle: (i) was a new BMW vehicle at the time of origination of the Lease; (ii) has a model year of 20[__] 2009 or later; (iii) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] 2012-1 Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; (iv) was originated on or after [________]August 1, 20[__]2009; (v) has a Maturity Date on or after the [________] 20[__] July 2012 Payment Date and no later than the [________] 20[__] March 2015 Payment Date; (vi) is not more than [____] 29 days past due as of the Cutoff Date; (vii) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viii) is a U.S. dollar-denominated obligation; (ix) provides for constant Monthly Payments to be made by the Lessee over the Lease Term; (x) is a closed-end lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xi) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS; (xiii) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xiv) requires the Lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related 20[__]-[__] 2012-1 Vehicle as required under the 20[__]-[__] 2012-1 Lease; (xv) has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvi) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date of the origination of such Lease; (xvii) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviii) the related Lessee has a billing address in a Trust State and is not BMW FS, the Depositor or any of their respective affiliates; (xix) the related certificate of title is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xx) is a closed-end lease that required all Monthly Payments to be made within [__] 60 months of the date of origination of such lease; (xxi) is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the originator; (xxii) has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiii) is not an asset of an Other SUBI; (xxiv) to the knowledge of BMW FS, the related Lessee is not currently the subject of a bankruptcy proceeding; and (xxv) the related 20[__]-[__] 2012-1 Lease constitutes tangible “chattel paper” or “electronic chattel paper” for purposes of the UCC and, with respect to such related 20[__]-[__] 2012-1 Lease constituting “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] 2012-1 Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Servicer possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[__] 2015-2 Lease and the related 20[__]-[__] 2015-2 Vehicle: (i) was a new BMW vehicle at the time of origination of the Lease; (ii) has a model year of 20[__] 2013 or later; (iii) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] 2015-2 Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; (iv) was originated on or after [________], 20[__]March 2. 2013; (v) has a Maturity Date on or after the [________] 20[__] February 2016 Payment Date and no later than the [________] 20[__] August 2018 Payment Date; (vi) is not more than [____] 29 days past due as of the Cutoff Date; (vii) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viii) is a U.S. dollar-denominated obligation; (ix) provides for constant Monthly Payments to be made by the Lessee over the Lease Term; (x) is a closed-end lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xi) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS; (xiii) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xiv) requires the Lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related 20[__]-[__] 2015-2 Vehicle as required under the 20[__]-[__] 2015-2 Lease; (xv) has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvi) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date of the origination of such Lease; (xvii) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviii) the related Lessee has a billing address in a Trust State and is not BMW FS, the Depositor or any of their respective affiliates; (xix) the related certificate of title is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xx) is a closed-end lease that required all Monthly Payments to be made within [__] 36 months of the date of origination of such lease; (xxi) is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the originator; (xxii) has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiii) is not an asset of an Other SUBI; (xxiv) to the knowledge of BMW FS, the related Lessee is not currently the subject of a bankruptcy proceeding; and (xxv) the related 20[__]-[__] 2015-2 Lease constitutes tangible “chattel paper” or “electronic chattel paper” for purposes of the UCC and, with respect to such related 20[__]-[__] 2015-2 Lease constituting “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] 2015-2 Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Servicer possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[__] 2014-1 Lease and the related 20[__]-[__] 2014-1 Vehicle: (i) was a new BMW vehicle at the time of origination of the Lease; (ii) has a model year of 20[__] 2011 or later; (iii) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] 2014-1 Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; (iv) was originated on or after [________]September 1, 20[__]2011; (v) has a Maturity Date on or after the [________] 20[__] August 2014 Payment Date and no later than the [________] 20[__] February 2017 Payment Date; (vi) is not more than [____] 29 days past due as of the Cutoff Date; (vii) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viii) is a U.S. dollar-denominated obligation; (ix) provides for constant Monthly Payments to be made by the Lessee over the Lease Term; (x) is a closed-end lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xi) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS; (xiii) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xiv) requires the Lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related 20[__]-[__] 2014-1 Vehicle as required under the 20[__]-[__] 2014-1 Lease; (xv) has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvi) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date of the origination of such Lease; (xvii) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviii) the related Lessee has a billing address in a Trust State and is not BMW FS, the Depositor or any of their respective affiliates; (xix) the related certificate of title is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xx) is a closed-end lease that required all Monthly Payments to be made within [__] 36 months of the date of origination of such lease; (xxi) is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the originator; (xxii) has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiii) is not an asset of an Other SUBI; (xxiv) to the knowledge of BMW FS, the related Lessee is not currently the subject of a bankruptcy proceeding; and (xxv) the related 20[__]-[__] 2014-1 Lease constitutes tangible “chattel paper” or “electronic chattel paper” for purposes of the UCC and, with respect to such related 20[__]-[__] 2014-1 Lease constituting “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] 2014-1 Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Servicer possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[__] 2013-1 Lease and the related 20[__]-[__] 2013-1 Vehicle: (i) was a new BMW vehicle at the time of origination of the Lease; (ii) has a model year of 20[__] 2010 or later; (iii) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] 2013-1 Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; (iv) was originated on or after [________]May 1, 20[__]2010; (v) has a Maturity Date on or after the [________] 20[__] May 2013 Payment Date and no later than the [________] 20[__] December 2015 Payment Date; (vi) is not more than [____] 29 days past due as of the Cutoff Date; (vii) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viii) is a U.S. dollar-denominated obligation; (ix) provides for constant Monthly Payments to be made by the Lessee over the Lease Term; (x) is a closed-end lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xi) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS; (xiii) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xiv) requires the Lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related 20[__]-[__] 2013-1 Vehicle as required under the 20[__]-[__] 2013-1 Lease; (xv) has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvi) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date of the origination of such Lease; (xvii) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviii) the related Lessee has a billing address in a Trust State and is not BMW FS, the Depositor or any of their respective affiliates; (xix) the related certificate of title is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xx) is a closed-end lease that required all Monthly Payments to be made within [__] 60 months of the date of origination of such lease; (xxi) is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the originator; (xxii) has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiii) is not an asset of an Other SUBI; (xxiv) to the knowledge of BMW FS, the related Lessee is not currently the subject of a bankruptcy proceeding; and (xxv) the related 20[__]-[__] 2013-1 Lease constitutes tangible “chattel paper” or “electronic chattel paper” for purposes of the UCC and, with respect to such related 20[__]-[__] 2013-1 Lease constituting “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] 2013-1 Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Servicer possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[__] 2011-1 Lease and the related 20[__]-[__] 2011-1 Vehicle: (i) was a new BMW vehicle at the time of origination of the Lease; (ii) has a model year of 20[__] 2008 or later; (iii) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] 2011-1 Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; (iv) was originated on or after [________]February 1, 20[__]2009; (v) has a Maturity Date on or after the [________] 20[__] January 2012 Payment Date and no later than the [________] 20[__] March 2014 Payment Date; (vi) is not more than [____] 29 days past due as of the Cutoff Date; (vii) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viii) is a U.S. dollar-denominated obligation; (ix) provides for constant Monthly Payments to be made by the Lessee over the Lease Term; (x) is a closed-end lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xi) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS; (xiii) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xiv) requires the Lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related 20[__]-[__] 2011-1 Vehicle as required under the 20[__]-[__] 2011-1 Lease; (xv) has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvi) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date of the origination of such Lease; (xvii) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviii) the related Lessee has a billing address in a Trust State and is not BMW FS, the Depositor or any of their respective affiliates; (xix) the related certificate of title is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xx) is a closed-end lease that required all Monthly Payments to be made within [__] 60 months of the date of origination of such lease; (xxi) is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the originator; (xxii) has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiii) is not an asset of an Other SUBI; (xxiv) to the knowledge of BMW FS, the related Lessee is not currently the subject of a bankruptcy proceeding; and (xxv) the related 20[__]-[__] 2011-1 Lease constitutes tangible “chattel paper” or “electronic chattel paper” for purposes of the UCC and, with respect to such related 20[__]-[__] 2011-1 Lease constituting “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] 2011-1 Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Servicer possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[__] 2011-1 Lease and the related 20[__]-[__] 2011-1 Vehicle: (i) was a new BMW vehicle at the time of origination of the Lease; (ii) has a model year of 20[__] 2008 or later; (iii) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] 2011-1 Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; (iv) was originated on or after [________]February 1, 20[__]2009; (v) has a Maturity Date on or after the [________] 20[__] January 2012 Payment Date and no later than the [________] 20[__] March 2014 Payment Date; (vi) is not more than [____] 29 days past due as of the Cutoff Date; (vii) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viii) is a U.S. dollar-denominated obligation; (ix) provides for constant Monthly Payments to be made by the Lessee over the Lease Term; (x) is a closed-end lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xi) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS; (xiii) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xiv) requires the Lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related 20[__]-[__] 2011-1 Vehicle as required under the 20[__]-[__] 2011-1 Lease; (xv) has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvi) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date of the origination of such Lease; (xvii) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviii) the related Lessee has a billing address in a Trust State and is not BMW FS, the Depositor or any of their respective affiliates; (xix) the related certificate of title is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xx) is a closed-end lease that required all Monthly Payments to be made within [__] 60 months of the date of origination of such lease; (xxi) is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the originator; (xxii) has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiii) is not an asset of an Other SUBI; (xxiv) to the knowledge of BMW FS, the related Lessee is not currently the subject of a bankruptcy proceeding; and (xxv) the related 20[__]-[__] 2011-1 Lease constitutes tangible “chattel paper” or electronic “electronic chattel paper” for purposes of the UCC and, with respect to such related 20[__]-[__] 2011-1 Lease constituting “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] 2011-1 Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Servicer possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that that, as of the Closing Date (unless another date is otherwise specified below): (i) each 20[__]-[__] Lease and Vehicle was a new [BMW passenger car or BMW light truck] at the time of origination of the related 20[__]-[__] Vehicle: (i) was a new BMW vehicle at the time of origination of the Lease; (ii) each 20[__]-[__] Vehicle has a model year of 20[__] or later; (iii) each 20[__]-[__] Lease provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee lessee-initiated early termination, provides for payment of the related Early Termination Cost; (iv) each 20[__]-[__] Lease was originated on or after [________], 20[__]; (v) each 20[__]-[__] Lease has a Maturity Date on or after the [________] ___], 20[__] Payment Date and no later than the [________] ___], 20[__] Payment Date; (vi) each 20[__]-[__] Lease is not more than [____] days past due as of the Cutoff Date; (vii) each 20[__]-[__] Lease was originated by BMW FS in the United States States, for a Lessee with a U.S. address address, in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viii) each 20[__]-[__] Lease is a U.S. dollar-denominated obligation; (ix) provides for constant Monthly Payments to be made by the Lessee over the each 20[__]-[__] Lease Term; (x) is a closed-end lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xi) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (x) each 20[__]-[__] Lease (a) is a legal, valid and binding payment obligation of the related Lessee, enforceable against the such Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, terminated and (c) no right of rescission, setoff, counterclaim or defense with respect to such 20[__]-[__] Lease has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FSwriting; (xiiixi) for each 20[__]-[__] Lease that was executed electronically, an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xivxii) each 20[__]-[__] Lease requires the related Lessee to obtain physical damage and liability insurance that names BMW FS or the lessor as loss payee covering the related 20[__]-[__] Vehicle as required under the Vehicle; (xiii) each 20[__]-[__] Lease; (xv) Lease has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvixiv) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date Cutoff Date, the Lessee of the origination of such Lease; (xvii) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviii) the related Lessee 20[__]-[__] Lease has a billing garaging state address in a Trust State and such Lessee is not BMW FS, the Depositor or any of their respective affiliates; (xixxv) the related certificate of title related to each 20[__]-[__] Vehicle is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xxxvi) each 20[__]-[__] Lease is a closed-end lease that required requires all Monthly Payments to be made within [__] 36 months of the date of origination of such lease; (xxixvii) each 20[__]-[__] Lease is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the related originator; (xxiixviii) each 20[__]-[__] Lease has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiiixix) each 20[__]-[__] Lease is not an asset of an Other SUBI; (xxivxx) to the knowledge servicing systems of BMW FS, FS do not indicate that the related Lessee of any 20[__]-[__] Lease is not currently the subject of a bankruptcy proceeding; and (xxvxxi) the related each 20[__]-[__] Lease constitutes tangible “chattel paper” or “electronic chattel paper” for purposes of the UCC and, with respect to if such related 20[__]-[__] Lease constituting constitutes “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreementthis Servicing Supplement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreementthis Servicing Supplement. (iv) The Each of the Servicer and the Vehicle Trust possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such consent, license, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Vehicle Trust, respectively, except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under this Servicing Supplement. (vi) In selecting the Agreement20[__]-[__] Leases, no selection procedure, aside from those specified herein, was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the 20[__]-[__] SUBI or any Other SUBI.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[____]-[_] Lease and the related 20[__]-[____]-[_] Vehicle: (i) was a new BMW vehicle at the time of origination of the Lease; (ii) has a model year of 20[____] or later; (iii) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[____]-[_] Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; (iv) was originated on or after [________], 20[__]; (v) has a Maturity Date on or after the [________] 20[__] Payment Date and no later than the [________] 20[__] Payment Date; (vi) is not more than [____] 29 days past due as of the Cutoff Date; (vii) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viii) is a U.S. dollar-denominated obligation; (ix) provides for constant Monthly Payments to be made by the Lessee over the Lease Term; (x) is a closed-end lease Lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xi) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS; (xiii) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xiv) requires the Lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related 20[__]-[____]-[_] Vehicle as required under the 20[__]-[____]-[_] Lease; (xv) has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvi) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date of the origination of such Lease; (xvii) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviii) the related Lessee has a billing address in a Trust State and is not BMW FS, the Depositor or any of their respective affiliates; (xix) the related certificate of title is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xx) is a closed-end lease that required all Monthly Payments to be made within [__] 60 months of the date of origination of such lease; (xxi) is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the originator; (xxii) has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiii) is not an asset of an Other SUBI; (xxiv) to the knowledge of BMW FS, the related Lessee is not currently the subject of a bankruptcy proceeding; and (xxv) the related 20[__]-[____]-[_] Lease constitutes tangible or electronic “chattel paper” or “electronic chattel paper” for purposes of the UCC and, with respect to such related 20[__]-[__] Lease constituting “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Servicer possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[__] 2009-1 Lease and the related 20[__]-[__] 2009-1 Vehicle: (i) was a new BMW vehicle at the time of origination of the Lease; (ii) has a model year of 20[__] 2007 or later; (iii) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] 2009-1 Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; (iv) was originated on or after [________]June 1, 20[__]2007; (v) has a Maturity Date on or after the [________] 20[__] October 2009 Payment Date and no later than the [________] 20[__] October 2012 Payment Date; (vi) is not more than [____] 29 days past due as of the Cutoff Date; (vii) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viii) is a U.S. dollar-denominated obligation; (ix) provides for constant Monthly Payments to be made by the Lessee over the Lease Term; (x) is a closed-end lease Lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xi) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS; (xiii) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xiv) requires the Lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related 20[__]-[__] 2009-1 Vehicle as required under the 20[__]-[__] 2009-1 Lease; (xv) has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvi) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date of the origination of such Lease; (xvii) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviii) the related Lessee has a billing address in a Trust State and is not BMW FS, the Depositor or any of their respective affiliates; (xix) the related certificate of title is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xx) is a closed-end lease that required all Monthly Payments to be made within [__] 60 months of the date of origination of such lease; (xxi) is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the originator; (xxii) has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiii) is not an asset of an Other SUBI; (xxiv) to the knowledge of BMW FS, the related Lessee is not currently the subject of a bankruptcy proceeding; and (xxv) the related 20[__]-[__] 2009-1 Lease constitutes tangible “chattel paper” or “electronic chattel paper” for purposes of the UCC and, with respect to such related 20[__]-[__] Lease constituting “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Servicer possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[__] 2007-1 Lease and the related 20[__]-[__] 2007-1 Vehicle: (ia) was a new BMW vehicle at the time of origination of the Lease; (iib) has a model year of 20[__] 2005 or later; (iiic) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] 2007-1 Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; (ivd) was originated on or after [________]December 30, 20[__]2005; (ve) has a Maturity Date on or after the [________] 20[__] February 2008 Payment Date and no later than the [________] 20[__] August 2012 Payment Date; (vif) is not more than [____] 29 days past due as of the Cutoff Date; (viig) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viiih) is a U.S. dollar-denominated obligation; (ixi) provides for constant Monthly Payments to be made by the Lessee over the Lease Term; (xj) is a closed-end lease Lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xik) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (l) as of the date assigned to the Vehicle Trust, (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS; (xiiim) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xivn) requires the Lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related 20[__]-[__] 2007-1 Vehicle as required under the 20[__]-[__] 2007-1 Lease; (xvo) has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvip) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date of the origination of such Lease; (xviiq) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviiir) the related Lessee has a billing address in a Trust State and is not BMW FS, the Depositor or any of their respective affiliates; (xixs) the related certificate of title is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xxt) is a closed-end lease that required all Monthly Payments to be made within [__] 60 months of the date of origination of such lease; (xxiu) is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the originator; (xxiiv) has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiiiw) is not an asset of an Other SUBISUBI Asset; (xxivx) to the knowledge of BMW FS, the related Lessee is not currently the subject of a bankruptcy proceeding; and (xxvy) the related 20[__]-[__] 2007-1 Lease constitutes tangible “chattel paper” or “electronic chattel paper” for purposes of the UCC and, with respect to such related 20[__]-[__] Lease constituting “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Servicer possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[__] Lease and the related 20[__]-[__] Vehicle: (ia) was a new BMW vehicle automobile at the time of origination of the Lease; (iib) has a model year of 20[__] 1996 or later; (iiic) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] Specified Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; (ivd) was originated on or after [________]January 1, 20[__]1998; (ve) has is subject to a Lease with a Maturity Date on or after the [________] 20[__] March 2001 Payment Date and no later than the [________] 20[__] July 2004 Payment Date; (vif) is not more than [____] 29 days past due as of the Cutoff Date; (viig) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ ' business and in compliance with BMW FS’ ' customary credit policies and practices; (viiih) is a U.S. dollar-denominated obligation; (ixi) provides for constant Monthly Payments to be made by the Lessee over the Lease Term; (xj) is a closed-end lease Lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI SUBIs or any Other SUBI; (xik) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (l) as of the date assigned to the Vehicle Trust, (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS; (xiiim) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ ' offices; (xivn) requires the Lessee to obtain has obtained physical damage and liability insurance that names the lessor Vehicle Trust as loss payee covering the related 20[__]-[__] Specified Vehicle as required under the 20[__]-[__] Lease; (xvo) has been validly assigned to the Vehicle Trust by the related BMW Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvip) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date of the origination of such Lease; (xviiq) the related BMW Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviiir) the related Lessee has a billing address in a Trust State and is not BMW FS, the Depositor Transferor or any of their respective affiliates; (xixs) the related certificate of title is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xxt) the Servicer has a satisfied or has caused a Dealer to satisfy the first two sentences of Section 2.1(b)(i) of the Basic Servicing Agreement with respect to certificates of title for each 2000-A Vehicle; (u) is a closed-end lease that required all Monthly Payments monthly payments to be made within [__] 60 months of the date of origination of such lease; (xxiv) is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the originator; (xxiiw) has not been deferred or otherwise modified except in accordance with BMW FS’ ' normal credit and collection policies and practices; (xxiiix) is not an asset of an Other SUBI;SUBI Asset; and (xxivy) to the knowledge of BMW FS, the related Lessee is not currently the subject of a bankruptcy proceeding; and (xxv) proceeding and the related 20[__]-[__] Lease constitutes tangible “"chattel paper” or “electronic chattel paper” " for purposes of the UCC and, with respect to such related 20[__]-[__] Lease constituting “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Servicer possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[____]-[_] Lease and the related 20[__]-[____]-[_] Vehicle: (ia) was a new BMW vehicle automobile at the time of origination of the Lease; (iib) has a model year of 20[___] or later; (iiic) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] Specified Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost; (ivd) was originated on or after [________], 20[__]; (ve) has a Maturity Date on or after the [________] 20[__] Payment Date and no later than the [________] 20[___] Payment Date; (vif) is not more than [____] 29 days past due as of the Cutoff Date; (viig) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viiih) is a U.S. dollar-denominated obligation; (ixi) provides for constant Monthly Payments to be made by the Lessee over the Lease Term; (xj) is a closed-end lease Lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xik) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (l) as of the date assigned to the Vehicle Trust, (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS; (xiiim) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xivn) requires the Lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related 20[__]-[__] Specified Vehicle as required under the 20[__]-[__] Lease; (xvo) has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvip) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date of the origination of such Lease; (xviiq) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviiir) the related Lessee has a billing address in a Trust State and is not BMW FS, the Depositor Transferor or any of their respective affiliates; (xixs) the related certificate of title is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xxt) is a closed-end lease that required all Monthly Payments monthly payments to be made within [__] 60 months of the date of origination of such lease; (xxiu) is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the originator; (xxiiv) has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiiiw) is not an asset of an Other SUBI;SUBI Asset; and (xxivx) to the knowledge of BMW FS, the related Lessee is not currently the subject of a bankruptcy proceeding; and (xxv) proceeding and the related 20[__]-[__] Lease constitutes tangible “chattel paper” or “electronic chattel paper” for purposes of the UCC and, with respect to such related 20[__]-[__] Lease constituting “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Servicer possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement.

Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that that, as of the Closing Date (unless another date is otherwise specified below): (i) each 20[__]-[__] Lease and Vehicle was a new [BMW passenger car or BMW light truck] at the time of origination of the related 20[__]-[__] Vehicle: (i) was a new BMW vehicle at the time of origination of the Lease; (ii) each 20[__]-[__] Vehicle has a model year of 20[__] or later; (iii) each 20[__]-[__] Lease provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee lessee-initiated early termination, provides for payment of the related Early Termination Cost; (iv) each 20[__]-[__] Lease was originated on or after [________], 20[__]; (v) each 20[__]-[__] Lease has a Maturity Date on or after the [________] ___], 20[__] Payment Date and no later than the [________] ___], 20[__] Payment Date; (vi) each 20[__]-[__] Lease is not more than [____] days past due as of the Cutoff Date; (vii) each 20[__]-[__] Lease was originated by BMW FS in the United States States, for a Lessee with a U.S. address address, in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices; (viii) each 20[__]-[__] Lease is a U.S. dollar-denominated obligation; (ix) provides for constant Monthly Payments to be made by the Lessee over the each 20[__]-[__] Lease Term; (x) is a closed-end lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI; (xi) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws; (x) each 20[__]-[__] Lease (a) is a legal, valid and binding payment obligation of the related Lessee, enforceable against the such Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, terminated and (c) no right of rescission, setoff, counterclaim or defense with respect to such 20[__]-[__] Lease has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FSwriting; (xiiixi) for each 20[__]-[__] Lease that was executed electronically, an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices; (xivxii) each 20[__]-[__] Lease requires the related Lessee to obtain physical damage and liability insurance that names BMW FS or the lessor as loss payee covering the related 20[__]-[__] Vehicle as required under the Vehicle; (xiii) each 20[__]-[__] Lease; (xv) Lease has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues; (xvixiv) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the Vehicle Trust and the Vehicle Trustee in connection with (i) the origination of such Lease and (ii) the execution, delivery and performance by the Vehicle Trust of the Lease have been duly obtained, effected or given and are in full force and effect as of the date Cutoff Date, the Lessee of the origination of such Lease; (xvii) the related Center, BMW FS and the Vehicle Trust have each satisfied all obligations required to be fulfilled on its part with respect thereto; (xviii) the related Lessee 20[__]-[__] Lease has a billing garaging state address in a Trust State and such Lessee is not BMW FS, the Depositor or any of their respective affiliates; (xixxv) the related certificate of title related to each 20[__]-[__] Vehicle is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority); (xxxvi) each 20[__]-[__] Lease is a closed-end lease that required requires all Monthly Payments to be made within [__] 36 months of the date of origination of such lease; (xxixvii) each 20[__]-[__] Lease is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the related originator; (xxiixviii) each 20[__]-[__] Lease has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices; (xxiiixix) each 20[__]-[__] Lease is not an asset of an Other SUBI; (xxivxx) to the knowledge servicing systems of BMW FS, FS do not indicate that the related Lessee of any 20[__]-[__] Lease is not currently the subject of a bankruptcy proceeding; and (xxvxxi) the related each 20[__]-[__] Lease constitutes tangible “chattel paper” or “electronic chattel paper” for purposes of the UCC and, with respect to if such related 20[__]-[__] Lease constituting constitutes “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such related 20[__]-[__] Lease. (b) Effective as of the date hereof, the Servicer further hereby represents and warrants that: (i) The Servicer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own, lease and operate its properties and assets and conduct its business, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under the Agreement, the Basic Documents and the Notes. (ii) The execution and delivery of this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly authorized by all necessary corporate action of the Servicer, and this Servicing Supplement and any other Basic Document to which the Servicer is a party has been duly executed and delivered by the Servicer and when duly executed and delivered by the other parties hereto this Servicing Supplement will be the valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity). (iii) The Servicer is not (and its entry and performance of its obligations under the Basic Documents will not cause it to be) in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Servicer or any agreement to which it is a party or by which its properties are bound, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or (B) a material and adverse effect on its ability to perform its obligations under the Agreement. (iv) The Each of the Servicer and the Vehicle Trust possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and the Servicer has not received any notice of proceedings relating to the revocation or modification of any such consent, license, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Vehicle Trust, respectively, except as described in or contemplated by the Prospectus. (v) No legal or governmental proceedings are pending or threatened to which the Servicer is a party or to which the property of the Servicer is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Servicer or the Servicer’s ability to perform its obligations under the Agreement. (vi) In selecting the 20[__]-[__] Leases, no selection procedure, aside from those specified herein, was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the 20[__]-[__] SUBI or any Other SUBI.