Delaware
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333-227645
333-227645-03 |
22-2013053
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(State or other jurisdiction
of incorporation)
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(Commission File Number of registrant and issuing entity, respectively)
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(Registrant’s IRS Employer
Identification No.)
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300 Chestnut Ridge Road, Woodcliff Lake, New Jersey
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07677
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Not applicable
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Not applicable
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Not applicable
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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☐
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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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Exhibit No. |
Description
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5.1 |
5.2 |
8.1 |
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 2021-1
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FINANCIAL SERVICES VEHICLE TRUST
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By:
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BMW Financial Services NA, LLC,
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By:
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BMW Financial Services NA, LLC,
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as Administrator
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as Servicer
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By:
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/s/ Stefan Kramer
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By:
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/s/ Stefan Kramer
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Name:
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Stefan Kramer
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Name:
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Stefan Kramer
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Title:
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Vice President – Finance & CFO
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Title:
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Vice President – Finance & CFO
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By:
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/s/ Christian Kunz
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By:
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/s/ Christian Kunz
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Name:
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Christian Kunz
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Name:
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Christian Kunz
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Title:
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Treasurer
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Title:
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Treasurer
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BMW AUTO LEASING LLC
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By:
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BMW Financial Services NA, LLC,
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as Managing Member
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By:
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/s/ Stefan Kramer
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Name:
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Stefan Kramer
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Title:
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Vice President – Finance & CFO
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|||||||
By:
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/s/ Christian Kunz
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Name:
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Christian Kunz
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Title:
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Treasurer
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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 2021-1
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(a) |
the Trust Agreement;
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(b) |
the Issuer SUBI Certificate Transfer Agreement, dated as of March 10, 2021, between the Transferor and the Trust;
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(c) |
the Indenture, dated as of March 10, 2021, 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 10, 2021, 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 10, 2021, among Financial Services Vehicle Trust, a Delaware statutory trust, BMW Manufacturing L.P., an Indiana limited
partnership, the Transferor, the Trust, and the Indenture Trustee;
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(f) |
the Control Agreement, dated as of March 10, 2021, 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 10, 2021, 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 10, 2021;
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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 23, 2021; and
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(l) |
a Certificate of Good Standing for the Trust, dated March 9, 2021, obtained from the Secretary of State.
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