BMW VEHICLE LEASE TRUST 2017-1 Asset Backed Notes BMW AUTO LEASING LLC (DEPOSITOR) UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2017 • BMW Vehicle Lease Trust 2017-1 • Asset-backed securities • New York
BMW VEHICLE LEASE TRUST 2017-1, as Issuer, BMW FINANCIAL SERVICES NA, LLC, as Administrator, BMW AUTO LEASING LLC, as Transferor, and FORM OF ISSUER ADMINISTRATION AGREEMENT Dated as of March 22, 2017Issuer Administration Agreement • March 17th, 2017 • BMW Vehicle Lease Trust 2017-1 • Asset-backed securities • New York
This Issuer Administration Agreement, dated as of March 22, 2017 (the “Agreement”), is among BMW Vehicle Lease Trust 2017-1, 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 U.S. Bank National Association, a national banking association, as indenture trustee (the “Indenture Trustee”).
FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT BMW VEHICLE LEASE TRUST 2017-1, as Issuer and BMW FINANCIAL SERVICES NA, LLC, as ServicerAsset Representations Review Agreement • March 17th, 2017 • BMW Vehicle Lease Trust 2017-1 • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 22nd day of March 2017, by and among BMW VEHICLE LEASE TRUST 2017-1, a Delaware statutory trust (the “Issuer”), BMW FINANCIAL SERVICES NA, LLC, a Delaware limited liability company (the “Servicer”), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).
BMW MANUFACTURING L.P., as Transferor, and BMW AUTO LEASING LLC, as Transferee _________________________________________________________ FORM OF SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of March 22, 2017Subi Certificate Transfer Agreement • March 17th, 2017 • BMW Vehicle Lease Trust 2017-1 • 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 SponsorServicing Supplement • March 17th, 2017 • BMW Vehicle Lease Trust 2017-1 • Asset-backed securities • New York
This 2017-1 Servicing Supplement, dated as of March 22, 2017, 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”).
BMW AUTO LEASING LLC, as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner TrusteeTrust Agreement • March 17th, 2017 • BMW Vehicle Lease Trust 2017-1 • Asset-backed securities • Delaware
This Amended and Restated Trust Agreement, dated as of March 22, 2017, 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 AUTO LEASING LLC, as Transferor, BMW VEHICLE LEASE TRUST 2017-1, as Initial-Secured Party, U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and as Assignee-Secured Party, and U.S. BANK NATIONAL...Control Agreement • March 17th, 2017 • BMW Vehicle Lease Trust 2017-1 • Asset-backed securities • New York
This Control Agreement, dated as of March 22, 2017 (this “Agreement”), is among BMW Auto Leasing LLC (the “Transferor”), BMW Vehicle Lease Trust 2017-1, as initial secured party (the “Initial-Secured Party”), U.S. Bank National Association, not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”) and as assignee secured party (in such capacity, the “Assignee-Secured Party”), and U.S. Bank National Association, as securities intermediary (the “Securities Intermediary”).
BMW AUTO LEASING LLC, as Transferor, and BMW VEHICLE LEASE TRUST 2017-1, as TransfereeIssuer Subi Certificate Transfer Agreement • March 17th, 2017 • BMW Vehicle Lease Trust 2017-1 • Asset-backed securities • New York
This Issuer SUBI Certificate Transfer Agreement, dated as of March 22, 2017 (the “Agreement”), is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and BMW Vehicle Lease Trust 2017-1, 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 2017-1, andBack-Up Security Agreement • March 17th, 2017 • BMW Vehicle Lease Trust 2017-1 • 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 TrusteeVehicle Trust Supplement • March 17th, 2017 • BMW Vehicle Lease Trust 2017-1 • Asset-backed securities
This 2017-1 Vehicle Trust Supplement, dated as of March 22, 2017, 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”).
