BMW VEHICLE LEASE TRUST 2019-1
(Exact name of Issuing Entity as specified in its charter)
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BMW AUTO LEASING LLC
(Exact name of Depositor as specified in its charter)
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BMW FINANCIAL SERVICES NA, LLC
(Exact name of Sponsor as specified in its charter)
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FINANCIAL SERVICES VEHICLE TRUST
(Exact name of co-registrant as specified in its charter)
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Delaware
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333- 227645-02
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22-2013053
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(State or Other Jurisdiction of Incorporation)
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(Commission
File Number) |
(I.R.S. Employer Identification No.)
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300 Chestnut Ridge Road
Woodcliff Lake, NJ 07677
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(Address of Principal Executive Offices)
(Zip Code)
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Registrant’s telephone number, including area code (201) 307-4000
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(a) |
Not applicable.
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(b) |
Not applicable.
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(c) |
Not applicable.
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(d) |
Exhibits:
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5.1 |
Opinion of Morgan, Lewis & Bockius LLP as to legality (including consent of such firm).
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5.2 |
Opinion of Richards, Layton & Finger, P.A. as to due authorization, enforceability and legality (including consent of such firm).
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8.1 |
Opinion of Morgan, Lewis & Bockius LLP as to certain tax matters (including consent of such firm).
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23.1 |
Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1 and Exhibit 8.1).
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23.2 |
Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
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Exhibit No. |
Description
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23.1 |
Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1 and Exhibit 8.1).
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23.2 |
Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
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BMW VEHICLE LEASE TRUST 2019-1
By: BMW Financial Services NA, LLC,
as Administrator
By: /s/ Stefan Kramer
Name: Stefan Kramer
Title: Vice
President – Finance & CFO
By: /s/ Neal Crouch
Name: Neal Crouch
Title:
Treasurer (Interim)
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FINANCIAL SERVICES VEHICLE TRUST
By: BMW
Financial Services NA, LLC,
as Servicer
By: /s/ Stefan Kramer
Name: Stefan Kramer
Title: Vice
President – Finance & CFO
By: /s/ Neal Crouch
Name: Neal Crouch
Title:
Treasurer (Interim)
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(i) |
the enforceability of any obligation of the Issuer or otherwise may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshalling or other laws and rules affecting the enforcement generally of
creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and
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(ii) |
the enforcement of any rights may in all cases be subject to an implied duty of good faith and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
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Re: |
BMW Vehicle Lease Trust 2019-1
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(a) |
the Trust Agreement;
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(b) |
the Issuer SUBI Certificate Transfer Agreement, dated as of March 20, 2019, between the Transferor and the Trust;
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(c) |
the Indenture, dated as of March 20, 2019, between the Trust and U.S. Bank National Association ("U.S. Bank"), a national banking association, as indenture trustee (the "Indenture Trustee");
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(d) |
the Issuer Administration Agreement, dated as of March 20, 2019, among the Trust, the Transferor, BMW Financial Services NA, LLC, a Delaware limited liability company, as Administrator, and the Indenture Trustee;
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(e) |
the Back-up Security Agreement, dated as of March 20, 2019, among Financial Services Vehicle Trust, a Delaware statutory trust, BMW
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(f) |
the Control Agreement, dated as of March 20, 2019, among the Trust, the Indenture Trustee and U.S. Bank, as securities intermediary;
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(g) |
the Asset Representations Review Agreement, dated as of March 20, 2019, among the Trust, BMW Financial Services NA, LLC, as Servicer, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer (the documents in paragraphs
(b) through (g) are collectively referred to herein as the "Trust Documents");
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(h) |
the Notes issued on the date hereof;
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(i) |
the Trust Certificates;
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(j) |
the Authentication Order to the Owner Trustee with respect to the Trust Certificates, dated March 20, 2019;
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(k) |
a certified copy of the certificate of trust (the "Certificate of Trust") of the Trust which was filed with the Secretary of State of the State of Delaware (the "Secretary of State") on February 21, 2019; and
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(l) |
a Certificate of Good Standing for the Trust, dated March 19, 2019, obtained from the Secretary of State.
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S&P Global Ratings
55 Water Street
New York, NY 10041
Moody’s Investors Service, Inc.
7 World Trade Center
250 Greenwich Street
New York, NY 10007
BMW Auto Leasing LLC
300 Chestnut Ridge Road
Woodcliff Lake, NJ 07677
BMW Manufacturing L.P.
300 Chestnut Ridge Road
Woodcliff Lake, NJ 07677
BMW Vehicle Lease Trust 2019-1
c/o Wilmington Trust, National Association
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Wilmington Trust, National Association
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
BMW Financial Services NA, LLC
300 Chestnut Ridge Road
Woodcliff Lake, NJ 07677
BNY Mellon Trust of Delaware
310 Bellevue Parkway, 3rd Floor
Wilmington, DE 19801
U.S. Bank National Association
190 South LaSalle Street, 7th Floor
Chicago, IL 60603
Citigroup Global Markets Inc.
388 Greenwich Street, 7th Floor
New York, NY 10013
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Credit Agricole Securities (USA) Inc.
1301 Avenue of the Americas
New York, New York 10019
Lloyds Securities Inc.
1095 Avenue of the Americas
New York, New York 10036
Commerz Markets LLC
225 Liberty Street
New York, NY 10281
U.S. Bancorp Investments, Inc.
60 Livingston Avenue
EP-MN-WN3C
St. Paul, MN 55107
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