BMW AUTO LEASING LLC, as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner TrusteeTrust Agreement • October 3rd, 2024 • BMW Vehicle Lease Trust 2024-2 • Asset-backed securities • Delaware
This Amended and Restated Trust Agreement, dated as of October 7, 2024, 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 owner trustee (the “Owner Trustee”).
BMW VEHICLE LEASE TRUST 2024-2 $1,250,000,000 Asset Backed Notes BMW AUTO LEASING LLC (DEPOSITOR) UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 2024 • BMW Vehicle Lease Trust 2024-2 • Asset-backed securities • New York
BMW VEHICLE LEASE TRUST 2024-2, 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 7, 2024Issuer Administration Agreement • October 3rd, 2024 • BMW Vehicle Lease Trust 2024-2 • Asset-backed securities • New York
This Issuer Administration Agreement, dated as of October 7, 2024 (the “Agreement”), is among BMW Vehicle Lease Trust 2024-2, 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 Trust Company, National Association, a national banking association, as indenture trustee (the “Indenture Trustee”).
FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT BMW VEHICLE LEASE TRUST 2024-2, as Issuer and BMW FINANCIAL SERVICES NA, LLC, as ServicerAsset Representations Review Agreement • October 3rd, 2024 • BMW Vehicle Lease Trust 2024-2 • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of October 7, 2024, by and among BMW VEHICLE LEASE TRUST 2024-2, 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 2024-2, as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and as Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities IntermediaryControl Agreement • October 3rd, 2024 • BMW Vehicle Lease Trust 2024-2 • Asset-backed securities • New York
This Control Agreement, dated as of October 7, 2024 (this “Agreement”), is among BMW Vehicle Lease Trust 2024-2, as the issuer (the “Issuer”), U.S. Bank Trust Company, 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”).
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 • October 3rd, 2024 • BMW Vehicle Lease Trust 2024-2 • Asset-backed securities • New York
This 2024-2 Servicing Supplement, dated as of October 7, 2024, 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 BMW VEHICLE LEASE TRUST 2024-2, as TransfereeIssuer Subi Certificate Transfer Agreement • October 3rd, 2024 • BMW Vehicle Lease Trust 2024-2 • Asset-backed securities • New York
This Issuer SUBI Certificate Transfer Agreement, dated as of October 7, 2024 (this “Agreement”), is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and BMW Vehicle Lease Trust 2024-2, 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 2024-2, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture TrusteeBack-Up Security Agreement • October 3rd, 2024 • BMW Vehicle Lease Trust 2024-2 • Asset-backed securities • New York
This Back-Up Security Agreement, dated as of October 7, 2024, 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, as transferor (the “Transferor”), BMW Vehicle Lease Trust 2024-2, a Delaware statutory trust, as issuer (the “Issuer”), and U.S. Bank Trust Company, 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 7, 2024 (the “Indenture”), between the Issuer and the Indenture Trustee.
FORM OF SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of October 7, 2024Subi Certificate Transfer Agreement • October 3rd, 2024 • BMW Vehicle Lease Trust 2024-2 • Asset-backed securities • New York
This SUBI Certificate Transfer Agreement, dated as of October 7, 2024 (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 BNY MELLON TRUST OF DELAWARE, formerly known as The Bank of New York (Delaware), as Vehicle TrusteeVehicle Trust Supplement • October 3rd, 2024 • BMW Vehicle Lease Trust 2024-2 • Asset-backed securities
This 2024-2 Vehicle Trust Supplement, dated as of October 7, 2024, 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”).
