0000929638-12-000285 Sample Contracts

BMW AUTO LEASING LLC as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee
Trust Agreement • April 20th, 2012 • BMW Vehicle Lease Trust 2012-1 • Asset-backed securities • Delaware

This Amended and Restated Trust Agreement, dated as of April 26, 2012, 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 trustee (the “Owner Trustee”).

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BMW VEHICLE LEASE TRUST 2012-1 Asset Backed Notes BMW AUTO LEASING LLC (DEPOSITOR) UNDERWRITING AGREEMENT
Underwriting Agreement • April 20th, 2012 • BMW Vehicle Lease Trust 2012-1 • Asset-backed securities • New York
BMW MANUFACTURING L.P., as Transferor, and BMW AUTO LEASING LLC, as Transferee
Subi Certificate Transfer Agreement • April 20th, 2012 • BMW Vehicle Lease Trust 2012-1 • Asset-backed securities • New York
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 Trustee
Vehicle Trust Supplement • April 20th, 2012 • BMW Vehicle Lease Trust 2012-1 • Asset-backed securities

This 2012-1 Vehicle Trust Supplement, dated as of April 26, 2012, 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”).

FINANCIAL SERVICES VEHICLE TRUST, BMW MANUFACTURING L.P., BMW AUTO LEASING LLC, BMW VEHICLE LEASE TRUST 2012-1, and as Indenture Trustee BACK-UP SECURITY AGREEMENT Dated as of April 26, 2012
Back-Up Security Agreement • April 20th, 2012 • BMW Vehicle Lease Trust 2012-1 • Asset-backed securities • New York

This Back-Up Security Agreement, dated as of April 26, 2012, 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 (the “Transferor”), BMW Vehicle Lease Trust 2012-1, a Delaware statutory trust (the “Issuer”), and U.S. Bank 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 April 26, 2012 (the “Indenture”), from the Issuer to the Indenture Trustee.

BMW AUTO LEASING LLC, as Transferor, and BMW VEHICLE LEASE TRUST 2012-1, as Transferee ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of April 26, 2012
Issuer Subi Certificate Transfer Agreement • April 20th, 2012 • BMW Vehicle Lease Trust 2012-1 • Asset-backed securities • New York

This Issuer SUBI Certificate Transfer Agreement, dated as of April 26, 2012 (the “Agreement”), is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and BMW Vehicle Lease Trust 2012-1, a Delaware statutory trust (the “Issuer”), as transferee (in such capacity, the “Transferee”).

FINANCIAL SERVICES VEHICLE TRUST, as Vehicle Trust, and BMW MANUFACTURING L.P., as UTI Beneficiary, and BMW FINANCIAL SERVICES NA, LLC, as Servicer and Sponsor
Servicing Supplement • April 20th, 2012 • BMW Vehicle Lease Trust 2012-1 • Asset-backed securities • New York

This 2012-1 Servicing Supplement, dated as of April 26, 2012, is among Financial Services Vehicle Trust, a Delaware statutory trust (the “Trust”), BMW Manufacturing L.P., an Indiana limited partnership, as grantor and initial beneficiary of the 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”).

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