0000929638-25-000528 Sample Contracts

FORM OF AMENDED AND RESTATED TRUST AGREEMENT between BMW FS SECURITIES LLC, as Depositor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee Dated as of February 12, 2025
Trust Agreement • February 6th, 2025 • BMW Vehicle Owner Trust 2025-A • Asset-backed securities • Delaware

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 12, 2025, is between BMW FS SECURITIES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee (the “Owner Trustee”).

FORM OF RECEIVABLES PURCHASE AGREEMENT between BMW BANK OF NORTH AMERICA, as Seller, and BMW FS SECURITIES LLC, as Depositor Dated as of February 12, 2025
Receivables Purchase Agreement • February 6th, 2025 • BMW Vehicle Owner Trust 2025-A • Asset-backed securities • New York
FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT BMW VEHICLE OWNER TRUST 2025-A, as Issuer and BMW FINANCIAL SERVICES NA, LLC, as Servicer
Asset Representations Review Agreement • February 6th, 2025 • BMW Vehicle Owner Trust 2025-A • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 12th day of February 2025, by and among BMW VEHICLE OWNER TRUST 2025-A, 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 OWNER TRUST 2025-A $1,750,000,000 ASSET BACKED NOTES BMW FS SECURITIES LLC (DEPOSITOR) UNDERWRITING AGREEMENT
Underwriting Agreement • February 6th, 2025 • BMW Vehicle Owner Trust 2025-A • Asset-backed securities
FORM OF INDENTURE between BMW VEHICLE OWNER TRUST 2025-A, as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of February 12, 2025
Indenture • February 6th, 2025 • BMW Vehicle Owner Trust 2025-A • Asset-backed securities • New York

THIS INDENTURE, dated as of February 12, 2025, is between BMW VEHICLE OWNER TRUST 2025-A, a Delaware statutory trust (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”).

FORM OF SALE AND SERVICING AGREEMENT among BMW VEHICLE OWNER TRUST 2025-A, as Issuer, BMW FS SECURITIES LLC, as Depositor, BMW FINANCIAL SERVICES NA, LLC, as Sponsor, Servicer, Administrator and Custodian, U.S. BANK TRUST COMPANY, NATIONAL...
Sale and Servicing Agreement • February 6th, 2025 • BMW Vehicle Owner Trust 2025-A • Asset-backed securities • New York

THIS SALE AND SERVICING AGREEMENT, dated as of February 12, 2025 (this “Agreement”), is among BMW VEHICLE OWNER TRUST 2025-A, a Delaware statutory trust (the “Issuer”), BMW FS SECURITIES LLC, a Delaware limited liability company (the “Depositor”), BMW FINANCIAL SERVICES NA, LLC, a Delaware limited liability company (“BMW FS”), as sponsor (in such capacity, the “Sponsor”), as servicer (in such capacity, the “Servicer”), as administrator (in such capacity, the “Administrator”) and as custodian (in such capacity, the “Custodian”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as securities intermediary (the “Securities Intermediary”).