BMW Vehicle Lease Trust 2010-1 Sample Contracts

BMW AUTO LEASING LLC as Transferor, and WILMINGTON TRUST COMPANY, as Owner Trustee
Trust Agreement • September 23rd, 2010 • BMW Vehicle Lease Trust 2010-1 • Asset-backed securities • Delaware

This Amended and Restated Trust Agreement, dated as of September 23, 2010, is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Owner Trustee”).

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BMW VEHICLE LEASE TRUST 2010-1 Asset Backed Notes BMW AUTO LEASING LLC (DEPOSITOR) UNDERWRITING AGREEMENT
Vehicle Lease • September 21st, 2010 • BMW Vehicle Lease Trust 2010-1 • Asset-backed securities • New York
BMW AUTO LEASING LLC, as Transferor, and BMW VEHICLE LEASE TRUST 2010-1, as Transferee
Certificate Transfer Agreement • September 23rd, 2010 • BMW Vehicle Lease Trust 2010-1 • Asset-backed securities • New York

This Issuer SUBI Certificate Transfer Agreement, dated as of September 23, 2010 (the “Agreement”), is between BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and BMW Vehicle Lease Trust 2010-1, 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
Financial Services • September 23rd, 2010 • BMW Vehicle Lease Trust 2010-1 • Asset-backed securities • New York
FINANCIAL SERVICES VEHICLE TRUST, BMW MANUFACTURING L.P., BMW AUTO LEASING LLC, BMW VEHICLE LEASE TRUST 2010-1, and Citibank, N.A., as Indenture Trustee
Security Agreement • September 23rd, 2010 • BMW Vehicle Lease Trust 2010-1 • Asset-backed securities • New York

This Back-Up Security Agreement, dated as of September 23, 2010, 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 2010-1, a Delaware statutory trust (the “Issuer”), and Citibank, N.A., a national banking association, not in its individual capacity, but solely as indenture trustee (the “Indenture Trustee”) under the Indenture, dated as of September 23, 2010 (the “Indenture), from the Issuer to the Indenture Trustee.

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
BMW Vehicle Lease Trust 2010-1 • September 23rd, 2010 • Asset-backed securities

This 2010-1 Vehicle Trust Supplement, dated as of September 23, 2010, 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”).

OFFICER’S CERTIFICATE
BMW Vehicle Lease Trust 2010-1 • March 30th, 2012 • Asset-backed securities

This Officer’s Certificate is furnished pursuant to Section 2.11 of that certain Servicing Supplement dated as of September 23, 2010 (the “Servicing Agreement”), among BMW Financial Services NA, LLC, as Seller, Servicer, Administrator and Custodian, Citibank, N.A., as Indenture Trustee, BMW Auto Leasing LLC, as Depositor, and the BMW Vehicle Lease Trust 2010-1 as Issuer (all capitalized terms used herein without definition have the respective meanings specified in the Servicing Agreement).

OFFICER’S CERTIFICATE
BMW Vehicle Lease Trust 2010-1 • March 31st, 2011 • Asset-backed securities

This Officer’s Certificate is furnished pursuant to Section 2.11 of that certain Servicing Supplement dated as of September 23, 2010 (the “Servicing Agreement”), among BMW Financial Services NA, LLC, as Seller, Servicer, Administrator and Custodian, Citibank, N.A., as Indenture Trustee, BMW Auto Leasing LLC, as Depositor, and the BMW Vehicle Lease Trust 2010-1 as Issuer (all capitalized terms used herein without definition have the respective meanings specified in the Servicing Agreement).

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