0000929638-18-000806 Sample Contracts

BMW AUTO LEASING LLC, as Transferor, and [____________________________], as Owner Trustee
Trust Agreement • October 1st, 2018 • 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 [____________________], [_____________], as trustee (the “Owner Trustee”).

BMW VEHICLE LEASE TRUST 20[__]-[__],
Issuer Administration Agreement • October 1st, 2018 • 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
Asset Representations Review Agreement • October 1st, 2018 • 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,
Control Agreement • October 1st, 2018 • Financial Services Vehicle Trust • Asset-backed securities • New York
MASTER AGREEMENT dated as of [________], 20[__]
Isda Master Agreement • October 1st, 2018 • 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,
Servicing Supplement • October 1st, 2018 • 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”).

FORM OF SUBI CERTIFICATE TRANSFER AGREEMENT
Subi Certificate Transfer Agreement • October 1st, 2018 • 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
Vehicle Trust Supplement • October 1st, 2018 • 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
Issuer Subi Certificate Transfer Agreement • October 1st, 2018 • 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
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