Financial Services Vehicle Trust Sample Contracts

BMW VEHICLE LEASE TRUST 20[__]-[__] [____]% Asset Backed Notes, Class A-1 [____]% Asset Backed Notes, Class A-2a [____]% Asset Backed Notes, Class A-2b [____]% Asset Backed Notes, Class A-3 [____]% Asset Backed Notes, Class A-4 [____]% Asset Backed...
Indenture • July 8th, 2015 • Financial Services Vehicle Trust • Asset-backed securities • New York

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

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

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

BMW VEHICLE LEASE TRUST 20[__]-[__] Asset Backed Notes BMW AUTO LEASING LLC (DEPOSITOR) FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • November 9th, 2021 • Financial Services Vehicle Trust • Asset-backed securities • New York
BMW VEHICLE LEASE TRUST 20[__]-[__], as Issuer, BMW FINANCIAL SERVICES NA, LLC, as Administrator, BMW AUTO LEASING LLC, as Transferor, and [_____________], as Indenture Trustee FORM OF ISSUER ADMINISTRATION AGREEMENT Dated as of [____________], 20[__]
Issuer Administration Agreement • November 9th, 2021 • Financial Services Vehicle Trust • Asset-backed securities • New York

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

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

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

BMW VEHICLE LEASE TRUST 20[__]-[__], as Issuer, BMW FINANCIAL SERVICES NA, LLC, as Administrator, BMW AUTO LEASING LLC, as Transferor, and as Indenture Trustee ISSUER ADMINISTRATION AGREEMENT Dated as of [________], 20[__]
Issuer Administration Agreement • October 8th, 2015 • Financial Services Vehicle Trust • Asset-backed securities • New York

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

BMW VEHICLE LEASE TRUST 20[__]-[__], as Issuer,
Control Agreement • November 9th, 2021 • Financial Services Vehicle Trust • Asset-backed securities • New York
MASTER AGREEMENT dated as of [________], 20[__]
Isda Master Agreement • November 9th, 2021 • Financial Services Vehicle Trust • Asset-backed securities • New York

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

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

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

FINANCIAL SERVICES VEHICLE TRUST, as Vehicle Trust, and BMW MANUFACTURING L.P., as UTI Beneficiary, and BMW FINANCIAL SERVICES NA, LLC, as Servicer and Sponsor
Servicing Supplement • November 9th, 2021 • Financial Services Vehicle Trust • Asset-backed securities • New York

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

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

This SUBI Certificate Transfer Agreement, dated as of [___________], 20[__] (this “Agreement”), is between BMW Manufacturing L.P., an Indiana limited partnership, as transferor (the “Transferor”), and BMW Auto Leasing LLC, a Delaware limited liability company, as transferee (the “Transferee”).

BMW MANUFACTURING L.P., as Grantor and UTI Beneficiary, and BNY MELLON TRUST OF DELAWARE, formerly known as The Bank of New York (Delaware), as Vehicle Trustee
Vehicle Trust Supplement • November 9th, 2021 • Financial Services Vehicle Trust • Asset-backed securities

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

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

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

LIMITED LIABILITY COMPANY AGREEMENT FOR BMW AUTO LEASING LLC (a Delaware Limited Liability Company) Effective as of February 1, 2016
Limited Liability Company Agreement • October 1st, 2018 • Financial Services Vehicle Trust • Asset-backed securities • Delaware

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

FINANCIAL SERVICES VEHICLE TRUST, BMW MANUFACTURING L.P., BMW AUTO LEASING LLC, BMW VEHICLE LEASE TRUST 20[__]-[__], and as Indenture Trustee
Back-Up Security Agreement • October 1st, 2018 • Financial Services Vehicle Trust • Asset-backed securities • New York
FINANCIAL SERVICES VEHICLE TRUST, BMW MANUFACTURING L.P., BMW AUTO LEASING LLC, BMW VEHICLE LEASE TRUST 20[__]-[__], and as Indenture Trustee FORM OF BACK-UP SECURITY AGREEMENT Dated as of [_____________], 20[__]
Back-Up Security Agreement • November 9th, 2021 • Financial Services Vehicle Trust • Asset-backed securities • New York

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

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

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

BMW VEHICLE LEASE TRUST 20[__]-[__] Asset Backed Notes BMW AUTO LEASING LLC (DEPOSITOR) FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • October 1st, 2018 • Financial Services Vehicle Trust • Asset-backed securities • New York
BMW VEHICLE LEASE TRUST 20[__]-[__] [____]% Asset Backed Notes, Class A-1 [____]% Asset Backed Notes, Class A-2a [____]% Asset Backed Notes, Class A-2b [____]% Asset Backed Notes, Class A-3 [____]% Asset Backed Notes, Class A-4 [____]% Asset Backed...
Indenture • October 8th, 2015 • Financial Services Vehicle Trust • Asset-backed securities • New York

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

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

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

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