BMW AUTO LEASING LLC as Transferor, and WILMINGTON TRUST COMPANY, as Owner TrusteeTrust Agreement • April 21st, 2011 • BMW Vehicle Lease Trust 2011-1 • Asset-backed securities • Delaware
view to, or for, the offer or sale in connection with, a public distribution or in any other manner that would violate the 1933 Act or the securities or blue sky laws of any state.
BMW VEHICLE LEASE TRUST 2011-1 Asset Backed Notes BMW AUTO LEASING LLC (DEPOSITOR) UNDERWRITING AGREEMENTUnderwriting Agreement • April 21st, 2011 • BMW Vehicle Lease Trust 2011-1 • Asset-backed securities • New York
BMW VEHICLE LEASE TRUST 2011-1, as Issuer, BMW FINANCIAL SERVICES NA, LLC, as Administrator, BMW AUTO LEASING LLC, as Transferor, and Citibank, N.A., as Indenture Trustee ISSUER ADMINISTRATION AGREEMENT Dated as of April 21, 2011Issuer Administration Agreement • April 21st, 2011 • BMW Vehicle Lease Trust 2011-1 • Asset-backed securities • New York
This Issuer Administration Agreement, dated as of April 21, 2011 (the “Agreement”), is among BMW Vehicle Lease Trust 2011-1, 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 Citibank, N.A., a national banking association (the “Indenture Trustee”).
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 TrusteeVehicle Trust Supplement • April 21st, 2011 • BMW Vehicle Lease Trust 2011-1 • Asset-backed securities
This 2011-1 Vehicle Trust Supplement, dated as of April 21, 2011, 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 2011-1, as Transferee ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of April 21, 2011Issuer Subi Certificate Transfer Agreement • April 21st, 2011 • BMW Vehicle Lease Trust 2011-1 • Asset-backed securities • New York
This Issuer SUBI Certificate Transfer Agreement, dated as of April 21, 2011 (the “Agreement”), is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and BMW Vehicle Lease Trust 2011-1, a Delaware statutory trust (the “Issuer”), as transferee (in such capacity, the “Transferee”).
FINANCIAL SERVICES VEHICLE TRUST, BMW MANUFACTURING L.P., BMW AUTO LEASING LLC, BMW VEHICLE LEASE TRUST 2011-1, and CITIBANK, N.A., as Indenture Trustee BACK- UP SECURITY AGREEMENT Dated as of April 21, 2011Back-Up Security Agreement • April 21st, 2011 • BMW Vehicle Lease Trust 2011-1 • Asset-backed securities • New York
This Back-Up Security Agreement, dated as of April 21, 2011, 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 2011-1, a Delaware statutory trust (the “Issuer”), and Citibank, N.A., a national banking association, not in its individual capacity, but solely as indenture trustee (the “Indenture Trustee”) under the Indenture, dated as of April 21, 2011 (the “Indenture), from the Issuer to 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 SponsorServicing Supplement • April 21st, 2011 • BMW Vehicle Lease Trust 2011-1 • Asset-backed securities • New York
This 2011-1 Servicing Supplement, dated as of April 21, 2011, 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 Transferor, and BMW AUTO LEASING LLC, as Transferee SUBI CERTIFICATE TRANSFER AGREEMENTSubi Certificate Transfer Agreement • April 21st, 2011 • BMW Vehicle Lease Trust 2011-1 • Asset-backed securities • New York
