BMW AUTO LEASING LLC, as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner TrusteeTrust Agreement • October 19th, 2017 • BMW Vehicle Lease Trust 2017-2 • Asset-backed securities • Delaware
This Amended and Restated Trust Agreement, dated as of October 25, 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”).
FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENTAsset Representations Review Agreement • October 19th, 2017 • BMW Vehicle Lease Trust 2017-2 • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 25th day of October 2017, by and among BMW VEHICLE LEASE TRUST 2017-2, 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 VEHICLE LEASE TRUST 2017-2, as Issuer, BMW FINANCIAL SERVICES NA, LLC, as Administrator, BMW AUTO LEASING LLC, as Transferor, and FORM OF ISSUER ADMINISTRATION AGREEMENT Dated as of October 25, 2017Issuer Administration Agreement • October 19th, 2017 • BMW Vehicle Lease Trust 2017-2 • Asset-backed securities • New York
This Issuer Administration Agreement, dated as of October 25, 2017 (the “Agreement”), is among BMW Vehicle Lease Trust 2017-2, 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”).
FORM OF SUBI CERTIFICATE TRANSFER AGREEMENTCertificate Transfer Agreement • October 19th, 2017 • BMW Vehicle Lease Trust 2017-2 • Asset-backed securities • New York
This SUBI Certificate Transfer Agreement, dated as of October 25, 2017 (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 VEHICLE LEASE TRUST 2017-2 Asset Backed Notes BMW AUTO LEASING LLC (DEPOSITOR) UNDERWRITING AGREEMENTBMW Vehicle Lease • October 19th, 2017 • BMW Vehicle Lease Trust 2017-2 • Asset-backed securities • New York
FINANCIAL SERVICES VEHICLE TRUST, BMW MANUFACTURING L.P., BMW AUTO LEASING LLC, BMW VEHICLE LEASE TRUST 2017-2, andSecurity Agreement • October 19th, 2017 • BMW Vehicle Lease Trust 2017-2 • Asset-backed securities • New York
This Back-Up Security Agreement, dated as of October 25, 2017, 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 2017-2, 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 October 25, 2017 (the “Indenture”), between the Issuer and the Indenture Trustee.
BMW AUTO LEASING LLC, as Transferor, and BMW VEHICLE LEASE TRUST 2017-2, as TransfereeCertificate Transfer Agreement • October 19th, 2017 • BMW Vehicle Lease Trust 2017-2 • Asset-backed securities • New York
This Issuer SUBI Certificate Transfer Agreement, dated as of October 25, 2017 (this “Agreement”), is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and BMW Vehicle Lease Trust 2017-2, a Delaware statutory trust (the “Issuer”), as transferee (in such capacity, the “Transferee”).
BMW MANUFACTURING L.P., as Grantor and UTI Beneficiary, andBMW Vehicle Lease Trust 2017-2 • October 19th, 2017 • Asset-backed securities
the Indenture, as the case may be. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings:
FINANCIAL SERVICES VEHICLE TRUST,Financial Services Vehicle Trust • October 19th, 2017 • BMW Vehicle Lease Trust 2017-2 • Asset-backed securities • New York
This 2017-2 Servicing Supplement, dated as of October 25, 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 VEHICLE LEASE TRUST 2017-2, as Issuer,Control Agreement • October 19th, 2017 • BMW Vehicle Lease Trust 2017-2 • Asset-backed securities • New York
This Control Agreement, dated as of October 25, 2017 (this “Agreement”), is among BMW Vehicle Lease Trust 2017-2, as the issuer (the “Issuer”), U.S. Bank National Association, not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”) and as secured party (in such capacity, the “Secured Party”), and U.S. Bank National Association, as securities intermediary (the “Securities Intermediary”).
