BMW AUTO LEASING LLC as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner TrusteeTrust Agreement • October 14th, 2015 • BMW Auto Leasing LLC • Asset-backed securities • Delaware
This Amended and Restated Trust Agreement, dated as of October 14, 2015, is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Owner Trustee”).
BMW VEHICLE LEASE TRUST 2015-2 Asset Backed Notes BMW AUTO LEASING LLC (DEPOSITOR) UNDERWRITING AGREEMENTVehicle Lease • October 9th, 2015 • BMW Auto Leasing LLC • Asset-backed securities • New York
BMW VEHICLE LEASE TRUST 2015-2,Issuer Administration Agreement • October 14th, 2015 • BMW Auto Leasing LLC • Asset-backed securities • New York
This Issuer Administration Agreement, dated as of October 14, 2015 (the “Agreement”), is among BMW Vehicle Lease Trust 2015-2, 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 U.S. Bank National Association, a national banking association, as indenture trustee (the “Indenture Trustee”).
BMW VEHICLE LEASE TRUST 2015-2,Vehicle Lease • October 9th, 2015 • BMW Auto Leasing LLC • Asset-backed securities • New York
This Issuer Administration Agreement, dated as of October 14, 2015 (the “Agreement”), is among BMW Vehicle Lease Trust 2015-2, 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 U.S. Bank National Association, a national banking association, as indenture trustee (the “Indenture Trustee”).
BMW MANUFACTURING L.P., as Transferor, and BMW AUTO LEASING LLC, as Transferee SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [________], 20[__]Certificate Transfer Agreement • March 29th, 2013 • BMW Auto Leasing LLC • Asset-backed securities • New York
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 TrusteeBMW Auto Leasing LLC • March 29th, 2013 • Asset-backed securities
This 20[__]-[__] Vehicle Trust Supplement, dated as of [________], 20[__], is between BMW Manufacturing L.P., an Indiana limited partnership, as grantor and initial beneficiary (in such capacities, the “Grantor” and the “UTI Beneficiary”, respectively) and BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), a Delaware banking association, as trustee (in such capacity, the “Vehicle Trustee”).
BMW VEHICLE LEASE TRUST [____]-[_] [___]% Asset Backed Notes, Class A-1 [___]% Asset Backed Notes, Class A-2 [___]% Asset Backed Notes, Class A-3 [___]% Asset Backed Notes, Class A-4 as Indenture Trustee, and BMW VEHICLE LEASE TRUST [____]-[_], as...Vehicle Lease • June 2nd, 2010 • BMW Auto Leasing LLC • Asset-backed securities • New York
BMW MANUFACTURING L.P., as Transferor, and BMW AUTO LEASING LLC, as Transferee SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of April 16, 2014Certificate Transfer Agreement • April 16th, 2014 • BMW Auto Leasing LLC • Asset-backed securities • New York
FINANCIAL SERVICES VEHICLE TRUST, as Vehicle Trust, and BMW MANUFACTURING L.P., as UTI Beneficiary, and BMW FINANCIAL SERVICES NA, LLC, as Servicer and SponsorFinancial Services • March 29th, 2013 • BMW Auto Leasing LLC • Asset-backed securities • New York
This 20[__]-[__] Servicing Supplement, dated as of [________], 20[__], is among Financial Services Vehicle Trust, a Delaware statutory trust (the “Trust”), BMW Manufacturing L.P., an Indiana limited partnership, as grantor and initial beneficiary of the Trust (in such capacities, the “Grantor” and the “UTI Beneficiary,” respectively) and BMW Financial Services NA, LLC, a Delaware limited liability company (“BMW FS”), as servicer (in such capacity, the “Servicer”) and as sponsor (in such capacity, the “Sponsor”).
LIMITED LIABILITY COMPANY AGREEMENT FOR BMW AUTO LEASING LLC (a Delaware Limited Liability Company) Effective as of February 1, 2016Limited Liability Company Agreement • July 11th, 2016 • BMW Auto Leasing LLC • 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:
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 TrusteeBMW Auto Leasing LLC • June 2nd, 2010 • Asset-backed securities
BMW AUTO LEASING LLC, as Transferor, and BMW VEHICLE LEASE TRUST 2015-2, as TransfereeCertificate Transfer Agreement • October 14th, 2015 • BMW Auto Leasing LLC • Asset-backed securities • New York
This Issuer SUBI Certificate Transfer Agreement, dated as of October 14, 2015 (the “Agreement”), is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and BMW Vehicle Lease Trust 2015-2, a Delaware statutory trust (the “Issuer”), as transferee (in such capacity, the “Transferee”).
BMW VEHICLE LEASE TRUST 20[__]-[__] [____]% Asset Backed Notes, Class A-1 [____]% Asset Backed Notes, Class A-2 [____]% Asset Backed Notes, Class A-3 [____]% Asset Backed Notes, Class A-4 as Indenture Trustee, and BMW VEHICLE LEASE TRUST 20[__]-[__],...Vehicle Lease Trust • March 29th, 2013 • BMW Auto Leasing LLC • Asset-backed securities • New York
This Indenture, dated as of [________], 20[__], is between the BMW Vehicle Lease Trust 20[__]-[__], a Delaware statutory trust (the “Issuer”), and [__________], a [__________], as indenture trustee (the “Indenture Trustee”).
FINANCIAL SERVICES VEHICLE TRUST,Basic Servicing Agreement • October 14th, 2015 • BMW Auto Leasing LLC • Asset-backed securities • New York
This 2015-2 Servicing Supplement, dated as of October 14, 2015, is among Financial Services Vehicle Trust, a Delaware statutory trust (the “Trust”), BMW Manufacturing L.P., an Indiana limited partnership, as grantor and initial beneficiary of the Trust (in such capacities, the “Grantor” and the “UTI Beneficiary,” respectively) and BMW Financial Services NA, LLC, a Delaware limited liability company (“BMW FS”), as servicer (in such capacity, the “Servicer”) and as sponsor (in such capacity, the “Sponsor”).
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 TrusteeBMW Auto Leasing LLC • April 16th, 2014 • Asset-backed securities
This 2014-1 Vehicle Trust Supplement, dated as of April 16, 2014, 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”).
FINANCIAL SERVICES VEHICLE TRUST, BMW MANUFACTURING L.P., BMW AUTO LEASING LLC, BMW VEHICLE LEASE TRUST [____]-[_], and as Indenture TrusteeSecurity Agreement • June 2nd, 2010 • BMW Auto Leasing LLC • Asset-backed securities • New York
BMW VEHICLE LEASE TRUST 2014-1 0.20000% Asset Backed Notes, Class A-1 0.45% Asset Backed Notes, Class A-2 0.73% Asset Backed Notes, Class A-3 0.99% Asset Backed Notes, Class A-4 U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee, and BMW VEHICLE...BMW Vehicle Lease • April 16th, 2014 • BMW Auto Leasing LLC • Asset-backed securities • New York
This Indenture, dated as of April 16, 2014, is between the BMW Vehicle Lease Trust 2014-1, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, as indenture trustee (the “Indenture Trustee”).
FINANCIAL SERVICES VEHICLE TRUST, BMW MANUFACTURING L.P., BMW AUTO LEASING LLC, BMW VEHICLE LEASE TRUST 2015-2, and as Indenture TrusteeSecurity Agreement • October 14th, 2015 • BMW Auto Leasing LLC • Asset-backed securities • New York
BMW MANUFACTURING L.P., as Transferor, and BMW AUTO LEASING LLC, as Transferee SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [______]Certificate Transfer Agreement • June 2nd, 2010 • BMW Auto Leasing LLC • Asset-backed securities • New York
This SUBI Certificate Transfer Agreement, dated as of [______] (the “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 TrusteeBMW Auto Leasing LLC • January 9th, 2015 • Asset-backed securities
BMW VEHICLE LEASE TRUST [____]-[_], 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 [________]Vehicle Lease Trust • June 2nd, 2010 • BMW Auto Leasing LLC • Asset-backed securities • New York
This Issuer Administration Agreement, dated as of [______] (the “Agreement”), is among BMW Vehicle Lease Trust [____]-[_], 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 [______] banking association (the “Indenture Trustee”).
FINANCIAL SERVICES VEHICLE TRUST, as Vehicle Trust, and BMW MANUFACTURING L.P., as UTI Beneficiary, and BMW FINANCIAL SERVICES NA, LLC, as Servicer and SponsorFinancial Services • January 9th, 2015 • BMW Auto Leasing LLC • Asset-backed securities • New York
Reference Criteria Investor Remittances and Reporting 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of receivables serviced by the Servicer. 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, o
FINANCIAL SERVICES VEHICLE TRUST, as Vehicle Trust, and BMW MANUFACTURING L.P., as UTI Beneficiary, and BMW FINANCIAL SERVICES NA, LLC, as Servicer and SponsorServicing Agreement • June 2nd, 2010 • BMW Auto Leasing LLC • Asset-backed securities • New York
This [____]-[_] Servicing Supplement, dated as of [______], is among Financial Services Vehicle Trust, a Delaware statutory trust (the “Trust”), BMW Manufacturing L.P., an Indiana limited partnership, as grantor and initial beneficiary of the Trust (in such capacities, the “Grantor” and the “UTI Beneficiary,” respectively) and BMW Financial Services NA, LLC, a Delaware limited liability company (“BMW FS”), as servicer (in such capacity, the “Servicer”) and as sponsor (in such capacity, the “Sponsor”).
BMW MANUFACTURING L.P., as Grantor and UTI Beneficiary, andBMW Auto Leasing LLC • October 14th, 2015 • Asset-backed securities
This 2015-2 Vehicle Trust Supplement, dated as of October 14, 2015, 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 [____]-[_], as Transferee ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [________]Vehicle Lease • June 22nd, 2007 • BMW Auto Leasing LLC • 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 BACK-UP SECURITY AGREEMENT Dated as of [________], 20[__]Back-Up Security Agreement • March 29th, 2013 • BMW Auto Leasing LLC • Asset-backed securities • New York
This Back-Up Security Agreement, dated as of [________], 20[__], is among Financial Services Vehicle Trust, a Delaware statutory trust (the “Vehicle Trust”), BMW Manufacturing L.P., an Indiana limited partnership (“BMW LP”), BMW Auto Leasing LLC, a Delaware limited liability company (the “Transferor”), BMW Vehicle Lease Trust 20[__]-[__], a Delaware statutory trust (the “Issuer”), and [__________], a [__________], not in its individual capacity, but solely as indenture trustee (the “Indenture Trustee”) under the Indenture, dated as of [________], 20[__] (the “Indenture”), from the Issuer to the Indenture Trustee.
BMW VEHICLE LEASE TRUST [____]-[_] Asset Backed Notes BMW AUTO LEASING LLC (DEPOSITOR) UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2010 • BMW Auto Leasing LLC • Asset-backed securities • Indiana
BMW AUTO LEASING LLC, as Transferor, BMW VEHICLE LEASE TRUST [____]-[_] as Initial Secured Party, [_______________], as Indenture Trustee, as Assignee- Secured Party, and as Securities Intermediary CONTROL AGREEMENT Dated as of [___________]Control Agreement • June 22nd, 2007 • BMW Auto Leasing LLC • Asset-backed securities • New York
BMW AUTO LEASING LLC, as Transferor, and BMW VEHICLE LEASE TRUST 2015-2, as TransfereeVehicle Lease • October 9th, 2015 • BMW Auto Leasing LLC • Asset-backed securities • New York
This Issuer SUBI Certificate Transfer Agreement, dated as of October 14, 2015 (the “Agreement”), is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and BMW Vehicle Lease Trust 2015-2, a Delaware statutory trust (the “Issuer”), as transferee (in such capacity, the “Transferee”).
BMW MANUFACTURING L.P., as Transferor, and BMW AUTO LEASING LLC, as Transferee SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [___________]Certificate Transfer Agreement • June 22nd, 2007 • BMW Auto Leasing LLC • Asset-backed securities • New York
This SUBI Certificate Transfer Agreement, dated as of [___________] (the “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”).
FINANCIAL SERVICES VEHICLE TRUST, BMW MANUFACTURING L.P., BMW AUTO LEASING LLC, BMW VEHICLE LEASE TRUST 2014-1, and as Indenture Trustee FORM OF BACK-UP SECURITY AGREEMENT Dated as of April 16, 2014Security Agreement • April 14th, 2014 • BMW Auto Leasing LLC • Asset-backed securities • New York
This Back-Up Security Agreement, dated as of April 16, 2014, 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 2014-1, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, a national banking association, not in its individual capacity, but solely as indenture trustee (the “Indenture Trustee”) under the Indenture, dated as of April 16, 2014 (the “Indenture”), from the Issuer to the Indenture Trustee.
FINANCIAL SERVICES VEHICLE TRUST, BMW MANUFACTURING L.P., BMW AUTO LEASING LLC, BMW VEHICLE LEASE TRUST 2015-1, and as Indenture Trustee FORM OF BACK-UP SECURITY AGREEMENT Dated as of January 14, 2015Security Agreement • January 9th, 2015 • BMW Auto Leasing LLC • Asset-backed securities • New York
BMW AUTO LEASING LLC, as Transferor, and BMW VEHICLE LEASE TRUST 20[__]-[__], as Transferee ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [________], 20[__]Issuer Subi Certificate Transfer Agreement • March 29th, 2013 • BMW Auto Leasing LLC • Asset-backed securities • New York
AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • June 22nd, 2007 • BMW Auto Leasing LLC • Asset-backed securities • Delaware
THIS AMENDMENT dated as of May 25, 2000, (this “Amendment”) to the Amended and Restated Trust Agreement, dated as of September 27, 1996 (the “Vehicle Trust Agreement”), is among BMW MANUFACTURING L.P., a Delaware corporation, in its capacity as Beneficiary under the Vehicle Trust Agreement (the “Beneficiary”), BMW FINANCIAL SERVICES NA, LLC (“BMW”), and CHASE MANHATTAN BANK DELAWARE (the “Vehicle Trustee”). Capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to such terms in the Vehicle Trust Agreement.
FINANCIAL SERVICES VEHICLE TRUST, as Vehicle Trust, and BMW MANUFACTURING L.P., as UTI Beneficiary, and BMW FINANCIAL SERVICES NA, LLC, as Servicer and SponsorFinancial Services • April 14th, 2014 • BMW Auto Leasing LLC • Asset-backed securities • New York
This 2014-1 Servicing Supplement, dated as of April 16, 2014, is among Financial Services Vehicle Trust, a Delaware statutory trust (the “Trust”), BMW Manufacturing L.P., an Indiana limited partnership, as grantor and initial beneficiary of the Trust (in such capacities, the “Grantor” and the “UTI Beneficiary,” respectively) and BMW Financial Services NA, LLC, a Delaware limited liability company (“BMW FS”), as servicer (in such capacity, the “Servicer”) and as sponsor (in such capacity, the “Sponsor”).
