Exhibit 1.1

Execution Version

BMW VEHICLE LEASE TRUST 2018-1

$1,000,000,000

Asset Backed Notes

BMW AUTO LEASING LLC
(DEPOSITOR)

UNDERWRITING AGREEMENT

October 10, 2018

SG Americas Securities, LLC,

as Representative of the several Underwriters

245 Park Avenue

New York, New York 10167

Dear Ladies and Gentlemen:

SECTION 1. Introductory. BMW Auto Leasing LLC (the “Depositor”) proposes to cause BMW Vehicle Lease Trust 2018-1 (the “Trust”) to issue and sell $189,000,000 principal amount of its 2.49584% Class A-1 Notes (the “Class A-1 Notes”), $355,500,000 principal amount of its 2.97% Class A-2 Notes (the “Class A-2 Notes”), $355,500,000 principal amount of its 3.26% Class A-3 Notes (the “Class A-3 Notes”), and $100,000,000 principal amount of its 3.36% Class A-4 Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”) to the several underwriters set forth on Schedule I (each, an “Underwriter”), for whom SG Americas Securities, LLC is acting as representative (the “Representative”) pursuant to the terms of this underwriting agreement dated October 10, 2018 by and among the Depositor, BMW Financial Services NA, LLC (“BMW Financial Services”) and SG Americas Securities, LLC, on behalf of itself and as Representative for the several Underwriters (this “Agreement”). The Notes will be issued pursuant to an Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), between the Trust and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Trust will include, among other things, lease payments generated by a portfolio of retail lease contracts and the proceeds from the sale of the motor vehicles leased under those contracts, and certain monies received thereunder after the close of business on August 31, 2018 (the “Cutoff Date”).

The Depositor was formed pursuant to an amended and restated limited liability company agreement, dated and effective as of February 1, 2016 (the “Depositor LLC Agreement”), among BMW Financial Services, as the primary member, and BMW FS Receivables Corp., a Delaware corporation, as the second member. BMW Financial Services NA, Inc., the predecessor of BMW Financial Services, was incorporated on April 23, 1984 in the state of Delaware and was converted into a Delaware limited liability company on May 1, 2000 pursuant to a limited liability company agreement (the “BMW FS LLC Agreement”), entered into by BMW of North America, Inc., as sole member.

Simultaneously with the issuance of the Notes, the Depositor will cause the Trust to issue Asset Backed Certificates (the “Certificates” and together with the Notes, the “Securities”). The Certificates will be issued pursuant to an amended and restated trust agreement, dated as of the Closing Date (the “Trust Agreement”), between the Depositor and Wilmington Trust, National Association, a national banking association, as trustee (the “Owner Trustee”). Each Note will represent an obligation of, and each Certificate will represent an undivided interest in, the Trust. The Depositor will initially retain the Certificates. The Certificates will be subordinated to the Notes, to the extent described in the Trust Agreement and the Indenture. Under an administration agreement, dated as of the Closing Date (the “Trust Administration Agreement”), among BMW Financial Services, as administrator (in such capacity, the “Administrator”), the Trust, the Depositor and the Indenture Trustee, the Administrator will perform the Trust’s administrative obligations under the Trust Agreement and the Indenture.

Financial Services Vehicle Trust (the “Vehicle Trust”) was created to take assignments and conveyances of, and to hold in trust, various leases, vehicles and certain related assets (collectively, the “Trust Assets”). The Vehicle Trust was created and is governed by an amended and restated trust agreement, dated as of September 27, 1996, as amended as of May 25, 2000 and December 1, 2006 (the “Vehicle Trust Agreement”), between BMW Manufacturing L.P. (the “UTI Beneficiary” or “BMW LP”), an Indiana limited partnership, as grantor and initial beneficiary, and BNY Mellon Trust of Delaware (formerly known as The Bank of New York (Delaware)), a Delaware banking corporation, as trustee (the “Vehicle Trustee”).

The UTI Beneficiary was formed under the laws of Indiana pursuant to a limited partnership agreement, dated February 12, 1996 (the “Partnership Agreement”), between BMW Facility Partners, Inc., a Delaware corporation (predecessor in interest to BMW Facility Partners, LLC (“BMW Facility Partners”), a Delaware limited liability company), as the sole general partner (the “BMW LP General Partner”), and BMW Financial Services, as the sole limited partner. BMW Facility Partners was formed pursuant to a limited liability company agreement, dated as of December 22, 1999, entered into by BMW Financial Services as sole member.

Pursuant to a supplement to the Vehicle Trust Agreement, dated as of the Closing Date (the “SUBI Supplement”, and together with the Vehicle Trust Agreement, the “SUBI Trust Agreement”), among the parties to the Vehicle Trust Agreement, the Vehicle Trustee will be directed by the UTI Beneficiary to establish a special unit of beneficial interest to be known as the “2018-1 SUBI.” The Vehicle Trustee will allocate a portfolio consisting of the lease agreements (the “2018-1 Leases”) and the related specified vehicles (the “2018-1 Vehicles”) and certain other related assets to the 2018-1 SUBI (collectively, the “SUBI Assets”). The Trust Assets (including the SUBI Assets) will be serviced by BMW Financial Services (in such capacity, the “Servicer”) pursuant to a servicing agreement, dated as of August 30, 1995 (the “Basic Servicing Agreement”), as supplemented by a 2018-1 SUBI servicing supplement, dated as of the Closing Date (the “SUBI Servicing Supplement” and, together with the Basic Servicing Agreement, the “Servicing Agreement”), in each case among the Vehicle Trust, the UTI Beneficiary and Servicer.

In connection with the creation of the 2018-1 SUBI, the Vehicle Trust will issue to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest

in the 2018-1 SUBI. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “SUBI Certificate Transfer Agreement”), between the Depositor and the UTI Beneficiary, the UTI Beneficiary will sell the SUBI Certificate to the Depositor. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “Trust SUBI Certificate Transfer Agreement”), between the Depositor and the Trust, the Depositor will sell the SUBI Certificate to the Trust.

The Trust will provide for the review of the 2018-1 Leases for compliance with certain representations and warranties made with respect thereto in certain circumstances under an asset representations review agreement, dated as of the Closing Date (the “Asset Representations Review Agreement”), among the Trust, BMW Financial Services, as Servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”).

This Agreement, the Indenture, the Trust Agreement, the Servicing Agreement, the SUBI Trust Agreement, the SUBI Certificate Transfer Agreement, the Trust Administration Agreement, the Trust SUBI Certificate Transfer Agreement, the Asset Representations Review Agreement, the Depository Agreement, a backup security agreement, dated as of the Closing Date (the “Backup Security Agreement”), among BMW Financial Services, the Vehicle Trust, the UTI Beneficiary, the Depositor, the Trust and the Indenture Trustee, and a control agreement, dated as of the Closing Date (the “Control Agreement”), between the Trust and U.S. Bank National Association, as secured party and securities intermediary, are referred to herein collectively as the “Transaction Documents”. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the SUBI Trust Agreement or the Indenture, as the case may be.

At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 1:19 p.m. on October 10, 2018 (the “Time of Sale”), the Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the preliminary prospectus dated October 4, 2018 (together, along with any information referred to under the captions “Static Pools” and “Appendix A – Static Pool Information” therein, the “Preliminary Prospectus”) and (ii) the Ratings Free Writing Prospectus (as defined in Section 7) and each other “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Act”)) listed on Schedule III hereto (as it may be amended with the approval in writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the investors may terminate their “contracts of sale” (within the meaning of Rule 159 under the Act) (each, a “Contract of Sale”). If, following any such termination, the Underwriters, with prior written notice to the Depositor and BMW Financial Services, enter into new contracts of sale with investors for the Notes, then “Time of Sale Information” will refer to the documents agreed upon in writing by the Depositor and the Representative that correct such material misstatements or omissions (the “Corrected Time of Sale Information”) and “Time of Sale” will refer to the time and date agreed upon by the Depositor and the Representative.

SECTION 2. Representations and Warranties. (a) As a condition of the obligation of the Underwriters to purchase the Notes, each of the Depositor and BMW Financial Services makes the representations and warranties set forth below to each of the Underwriters. To the extent a representation or warranty specifically relates to the Depositor, the representation or warranty solely with respect to the Depositor is only made by the Depositor and to the extent a representation or warranty specifically relates to BMW Financial Services, the representation or warranty solely with respect to BMW Financial Services is only made by BMW Financial Services. To the extent a representation or warranty specifically relates to the UTI Beneficiary or the Vehicle Trust, BMW Financial Services will also make certain representations and warranties, as described below, with respect to the UTI Beneficiary and the Vehicle Trust.

(i) A registration statement on Form SF-3 (No. 333-205553), including a prospectus, relating to the Notes (x) has been filed with the Securities and Exchange Commission (the “Commission”) and has become effective and is still effective as of the date hereof under the Act and (y) was declared effective by the Commission within three years prior to the Closing Date. No stop orders have been issued by the Commission with regard to such registration statement. The Depositor proposes to file with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act (the “Rules and Regulations”) a prospectus, dated October 10, 2018 (together with information referred to under the captions “Static Pools” and “Appendix A – Static Pool Information” therein, the “Prospectus”), relating to the Notes and the method of distribution thereof. Copies of such registration statement, any amendment or supplement thereto, the Time of Sale Information and the Prospectus have been delivered to you. Such registration statement, including exhibits thereto, is hereinafter referred to as the “Registration Statement”. The conditions to the use of a registration statement on Form SF-3 under the Act, including the Registrant Requirements set forth in General Instruction I.A. of Form SF-3 have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date. The conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements set forth in General Instruction I.B. of Form SF-3, will be satisfied as of the Closing Date. As of the date that is ninety days after December 31, 2017, the requirements of General Instruction I.A. of Form SF-3 have been met. The Depositor has paid the registration fee for the Notes in accordance with Rule 456 of the Act.

(ii) The Registration Statement, at the time it became effective, any post-effective amendment thereto, at the time it became effective, and the Prospectus, as of its date, complied and on the Closing Date will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and the rules and regulations of the Commission thereunder. The Registration Statement, as of the applicable effective date as to each part of the Registration Statement pursuant to Rule 430B(f)(2) and any amendment thereto, did not include any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, in each case as of its date and as of the Time of Sale, did not contain an untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading. The Prospectus, as of its date and as of the Closing Date, does not and will not contain any untrue statement of a material fact and did not and will not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding three sentences do not apply to information contained in or omitted from the Registration Statement, the Time of Sale Information or the Prospectus (or any supplement thereto) in reliance upon and in conformity with the information in (x) the fourth paragraph, relating to selling concessions and reallowances, the second sentence of the seventh paragraph, relating to market making, and the eighth paragraph, relating to overallotment and stabilizing and covering transactions, under the heading “Plan of Distribution” in the Preliminary Prospectus and (y) the third paragraph, relating to selling concessions and reallowances, the second sentence of the sixth paragraph, relating to market making, and the seventh paragraph, relating to overallotment and stabilizing and covering transactions, under the heading “Plan of Distribution” in the Prospectus (the “Underwriters’ Information”).

(iii) Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the condition, financial or otherwise, earnings, business or operations of the Depositor, BMW Financial Services, the UTI Beneficiary, the Vehicle Trust and their respective subsidiaries, taken as a whole, except as disclosed to the Representative in writing prior to the date hereof.

(iv) The Time of Sale Information, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with the Underwriters’ Information.

(v) The Notes are “asset backed securities” within the meaning of, and satisfy the requirements for use of, Form SF-3 under the Act.

(vi) The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder and the Act and the Rules and Regulations.

(vii) The Trust Agreement need not be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). None of the Depositor, the Trust or the Vehicle Trust is required to register under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In determining that registration under the Investment Company Act is not required, the Trust will rely on its failure to meet the definitional requirements of the defined term “investment company” under Section

3(a)(1) of the Investment Company Act, although additional exemptions or exclusions may be applicable. The Trust is structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(viii) The Indenture has been qualified under the Trust Indenture Act.

(ix) As of the date on which the first bona fide offer of the Notes was made, the Depositor was not and as of the Closing Date, is not, an “ineligible issuer” as defined in Rule 405 under the Act.

(x) The Depositor has filed or will file the Preliminary Prospectus, each Free Writing Prospectus (as defined in Section 7) listed on Schedule III or approved in writing by the Depositor and any “issuer information” as defined under Rule 433(h) under the Act included in any Free Writing Prospectus permitted by this Agreement that is required to have been filed under the Act and the Rules and Regulations and it has done or will do so within the applicable periods of time required under the Act and the Rules and Regulations.

(xi) The issuance and sale of the Notes have been duly authorized by all necessary limited liability company action of the Depositor and, when executed, authenticated and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement and the Indenture, the Notes will be valid and binding obligations of the Trust, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity).

(xii) Each of the Depositor, BMW Financial Services, the UTI Beneficiary and the Vehicle Trust has been duly incorporated or formed and is validly existing as a corporation, limited liability company, limited partnership or statutory trust as the case may be, in good standing under the law of its jurisdiction of formation or incorporation, as the case may be, with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Prospectus and in the Time of Sale Information, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under this Agreement, the Transaction Documents and the Notes.

(xiii) The execution and delivery of this Agreement has been duly authorized by all necessary limited liability company action of the Depositor and BMW Financial Services, and this Agreement has been duly executed and delivered by the Depositor and BMW Financial Services and when duly executed and delivered by the other parties hereto will be the valid and binding agreement of the Depositor and BMW Financial Services, enforceable against the Depositor and BMW Financial Services in accordance

with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity).

(xiv) The execution and delivery of the Transaction Documents have been duly authorized by all necessary limited liability company or corporate action, as applicable, of the Depositor, BMW Financial Services, the UTI Beneficiary and the Vehicle Trust and, when duly executed and delivered by the Depositor, BMW Financial Services, the UTI Beneficiary, the Vehicle Trust and the other parties thereto, will be valid and binding agreements of the Depositor, BMW Financial Services, the UTI Beneficiary and the Vehicle Trust, as applicable, enforceable against the Depositor, BMW Financial Services, the UTI Beneficiary and the Vehicle Trust in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity).

(xv) The execution and delivery by the Depositor, BMW Financial Services, the UTI Beneficiary and the Vehicle Trust of, and the performance by the Depositor, BMW Financial Services, the UTI Beneficiary and the Vehicle Trust of their respective obligations under, this Agreement, the Transaction Documents and the Notes, the issuance of the SUBI Certificate, the issuance and sale of the Notes to the Underwriters by the Depositor pursuant to this Agreement, the compliance by the Depositor and BMW Financial Services with the other provisions of this Agreement and the consummation of the other transactions herein contemplated do not (A) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained or made or such as may be required by the state securities or Blue Sky laws of the various states of the United States of America or other U.S. jurisdictions in connection with the offering by the Underwriters or (B) conflict with or result in a breach or violation or acceleration of, or constitute a default under, any term or provision of the organizational documents of the Depositor, BMW Financial Services, the UTI Beneficiary or the Vehicle Trust, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Depositor, BMW Financial Services, the UTI Beneficiary or the Vehicle Trust is a party or by which any of them or their properties is bound or result in a violation of or contravene the terms of any statute, order or regulation applicable to the Depositor, BMW Financial Services, the UTI Beneficiary or the Vehicle Trust of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Depositor, BMW Financial Services, the UTI Beneficiary or the Vehicle Trust or will result in the creation of any lien upon any material property or assets of the Depositor, BMW Financial Services, the UTI Beneficiary or the Vehicle Trust (other than pursuant to the Transaction Documents).

(xvi) None of the Depositor, BMW Financial Services, the UTI Beneficiary or the Vehicle Trust is in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to

the Depositor, BMW Financial Services, the UTI Beneficiary or the Vehicle Trust, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Depositor, BMW Financial Services, the UTI Beneficiary or the Vehicle Trust or (B) a material and adverse effect on its ability to perform its obligations under this Agreement or any of the Transaction Documents to which it is a party.

(xvii) Neither the Depositor nor BMW Financial Services nor anyone acting on their behalf has taken any action that would require registration of the Depositor, the Trust or the Vehicle Trust under the Investment Company Act; nor will the Depositor or BMW Financial Services act, nor has either of them authorized nor will either of them authorize any person to act, in such manner.

(xviii) The Depositor, BMW Financial Services, the UTI Beneficiary and the Vehicle Trust each possess all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and none of the Depositor, BMW Financial Services, the UTI Beneficiary or the Vehicle Trust has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Depositor, BMW Financial Services, the UTI Beneficiary or the Vehicle Trust except as described in or contemplated by the Prospectus.

(xix) No legal or governmental proceedings are pending or threatened to which the Depositor, BMW Financial Services, the UTI Beneficiary or the Vehicle Trust is a party or to which the property of the Depositor, BMW Financial Services, the UTI Beneficiary or the Vehicle Trust is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Depositor, BMW Financial Services, the UTI Beneficiary or the Vehicle Trust or the Depositor’s, BMW Financial Services’, the UTI Beneficiary’s or the Vehicle Trust’s ability to perform its obligations under this Agreement, the Transaction Documents to which it is a party or the Notes.

(xx) No default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Depositor or any of its affiliates is a party or by which the Depositor or any of its affiliates or any of their respective properties is bound.

(xxi) The Notes, the SUBI Certificate and the Transaction Documents conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus (as modified by any amendment or supplement thereto) and the Prospectus.

(xxii) As of the Closing Date, each of the Depositor’s, BMW Financial Services’, the UTI Beneficiary’s and the Vehicle Trust’s representations and warranties in the Transaction Documents, will be true and correct and such representations and warranties are incorporated herein by reference.

(xxiii) Other than as contemplated by this Agreement or as disclosed in the Prospectus, there is no broker, finder or other party that is entitled to receive from the Depositor or any of its affiliates or the Underwriters, any brokerage or finder’s fee or other fee or commission as a result of any of the transactions contemplated by this Agreement.

(xxiv) Neither the Depositor nor any of its affiliates has entered into, nor will it enter into, any contractual arrangement with respect to the distribution of the Notes except for this Agreement.

(xxv) At the time of execution and delivery of the SUBI Supplement on the Closing Date, the Vehicle Trust will own the 2018-1 Leases and marketable title to the 2018-1 Vehicles, together with other rights relating to the 2018-1 Leases and 2018-1 Vehicles, being allocated as SUBI Assets, in each case free and clear of any liens (expect as permitted by the Transaction Documents).

(xxvi) As of the Closing Date, the Vehicle Trust has not assigned to any person any of its right, title or interest in any of the 2018-1 Leases, related contract rights, 2018-1 Vehicles or other related rights constituting the SUBI Assets, or has obtained the release of each such prior assignment.

(xxvii) At or prior to the Closing Date, the Vehicle Trustee will have allocated 2018-1 Leases and 2018-1 Vehicles as SUBI Assets that have an Aggregate Securitization Value as of the Cutoff Date equal to at least $1,164,824,956.31 and each of the 2018-1 Leases and 2018-1 Vehicles allocated as a SUBI Asset at the Closing Date will meet the eligibility criteria for selection described in the SUBI Trust Agreement.

(xxviii) The Trust’s assignment of the Collateral to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no other outstanding liens, security interests or encumbrances (other than those permitted under the Transaction Documents).

(xxix) The SUBI Certificate has been duly and validly authorized and, when executed, issued, authenticated and delivered in accordance with the SUBI Trust Agreement, will be validly issued and outstanding and will be entitled to the benefits of the SUBI Trust Agreement.

(xxx) The Notes, when duly and validly executed, authenticated and delivered in accordance with the Indenture, and delivered and paid for pursuant hereto will be validly issued and outstanding and will constitute legal, valid and binding obligations of the Trust, entitled to the benefits of the Indenture and enforceable in accordance with their terms.

(xxxi) The Certificates, when duly and validly executed by the Owner Trustee, and authenticated and delivered in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement.

(xxxii) Any taxes, fees and other governmental charges due on or prior to the Closing Date (including, without limitation, sales taxes) in connection with the execution, delivery and issuance of this Agreement, the Transaction Documents and the Notes have been or will have been paid at or prior to the Closing Date.

(xxxiii) BMW Financial Services has complied, and will comply, with any representations or certifications made to any credit rating agency identified in the Ratings Free Writing Prospectus as issuing a rating to a Class of Notes on issuance or sale of the Notes (the “hired NRSROs” and each, a “hired NRSRO”) in a written representation provided to such hired NRSRO in accordance with Rule 17g-5(a)(3)(iii) of the Exchange Act in connection with the credit ratings on the Notes (each, a “17g-5 Certification”).

(xxxiv) The Depositor has complied with Rule 193 of the Act in connection with the offering of the Notes.

(xxxv) Neither the Depositor nor BMW Financial Services or any of its or their affiliates has engaged (and, through and including the Closing Date, will not engage) any third-party due diligence services providers to provide any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (a “Due Diligence Report”), except for KPMG LLP (the “Accounting Firm”), which was engaged to provide procedures involving a comparison of information in the files related to certain 2018-1 Leases to information on a data tape relating to such 2018-1 Leases and to issue an agreed-upon procedures report in connection therewith (the “Accountant’s Due Diligence Report”).

(xxxvi) The Accountant’s Due Diligence Report is, as among the parties to this Agreement, deemed to have been obtained by the Depositor or BMW Financial Services pursuant to Rule 15Ga-2 under the Exchange Act, and all legal obligations with respect to the Accountant’s Due Diligence Report have been timely complied with.

(xxxvii) The Depositor has (A) prepared a report on Form ABS-15G (the “Form ABS-15G”) containing the findings and conclusions of the Accountant’s Due Diligence Report and meeting all other requirements of Rule 15Ga-2 and any other applicable rules, requirements and regulations of the Commission and the Exchange Act; (B) furnished the Form ABS-15G to the Commission on EDGAR at least five business days prior to the date hereof as required by Rule 15Ga-2; and (C) provided a copy of the

Form ABS-15G to the Representative a reasonable period of time prior to the deadline set forth in clause (B) above.

(xxxviii) No portion of the Form ABS-15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Gramm-Leach-Bliley Financial Services Modernization Act of 1999.

(xxxix) BMW Financial Services has complied, and on the Closing Date will comply, either directly or (to the extent permitted by Regulation RR under the Exchange Act (17 C.F.R. §246.1, et seq.) (“Regulation RR”)) through a “majority-owned affiliate” (as defined in Regulation RR), with all requirements imposed on the “sponsor” of a “securitization transaction” (as each such term is defined in Regulation RR) in accordance with the provisions of Regulation RR in connection with the securitization transaction contemplated by the Transaction Documents. BMW Financial Services determined the fair value of the “eligible horizontal residual interest” (such interest, the “Retained Interest”) disclosed in the Preliminary Prospectus under the heading “Credit Risk Retention,” and will determine the fair value of such Retained Interest on the Closing Date as required by Rule 4(c)(1)(ii) of Regulation RR. BMW Financial Services determined the fair value of the Retained Interest based on its own valuation methodology, inputs and assumptions and is solely responsible therefor.

(b) The above representations and warranties are repeated on the Closing Date.

(c) Any certificate signed by any officer of the Depositor, BMW Financial Services, the UTI Beneficiary, the Vehicle Trust or any of their respective affiliates and delivered to the Representative or to counsel for the Underwriters in connection with the issuance or offering of the Notes shall be deemed a representation and warranty by the Depositor, BMW Financial Services, the UTI Beneficiary, the Vehicle Trust or such affiliate, as the case may be, as to the matters covered thereby, to each Underwriter.

SECTION 3. Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of the Notes set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II hereto. Delivery of and payment for the Notes shall be made at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178, at 10:00 a.m. (New York City time) on October 17, 2018 (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof.

Definitive Notes representing the Notes will be available only under those limited circumstances set forth in the Indenture.

(b) The Depositor hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on behalf of the Underwriters of the aggregate Purchase Price for the Notes does not constitute closing of a purchase and sale of the Notes. Only execution and delivery, by facsimile or otherwise, of a receipt for Notes by the Representative indicates completion of the closing of a purchase of the Notes from the Depositor. Furthermore, in the event that the Underwriters make a Payment to the Depositor prior to the completion of the closing of a purchase of Notes, the Depositor hereby acknowledges that until the Representative executes and delivers such receipt for the Notes the Depositor will not be entitled to the Payment and shall return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Notes is not completed and the Payment is not returned by the Depositor to the Underwriters on the same day the Payment was received by the Depositor, the Depositor agrees to pay to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters’ cost of financing as reasonably determined by the Representative.

(c) It is understood that SG Americas Securities, LLC, individually, may (but shall not be obligated to) make Payment on behalf of any Underwriter or Underwriters for any of the Notes to be purchased by such Underwriter or Underwriters. No such Payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

SECTION 4. Offering by Underwriters. It is understood that the Underwriters propose to offer the Notes for sale to the public (which may include selected dealers) on the terms set forth in the Prospectus.

SECTION 5. Covenants of the Depositor and BMW Financial Services. The Depositor and BMW Financial Services, as applicable, each covenant and agree with the Underwriters as set forth below. For purposes of this Section, the Depositor and BMW Financial Services shall jointly make each of the covenants set forth below in clauses (a), (b), (c), (e), (g), (h), (i), (j), (k), (l) and (n) and the entity specified in the covenant below shall make the covenants set forth in all of the other clauses below.

(a) The Depositor will furnish to the Underwriters and counsel to the Underwriters, without charge, as many electronic copies of the Time of Sale Information, the Prospectus, the Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request.

(b) The Depositor will file the Prospectus, properly completed, with the Commission pursuant to and in accordance with Rule 424(b) no later than the second business day following the date it is first used. The Depositor will file the Transaction Documents (other than the Depository Agreement) with the Commission no later than the date the Prospectus is required to be filed under Rule 424 of the Act. The Depositor will file with the Commission each Free Writing Prospectus listed on Schedule III or approved in writing by the Depositor and any “issuer information” (as defined above) included in any Free Writing Prospectus permitted by

this Agreement that the Depositor is required to file under the Act and the Rules and Regulations, and in each case will do so within the applicable period of time required under the Act and the Rules and Regulations. The Depositor and BMW Financial Services will advise the Representative promptly of any such filings.

(c) During the time that the Underwriters are required to deliver a prospectus to investors, the Depositor and BMW Financial Services will advise the Representative promptly of any proposal to amend or supplement the Registration Statement, the Prospectus or the Time of Sale Information and will not effect or file any such amendment or supplement without the consent of the Representative, which consent shall not be unreasonably withheld. The Depositor and BMW Financial Services will advise the Representative promptly of the effectiveness of any amendment or supplement of the Registration Statement, the Prospectus or the Time of Sale Information and of the institution by the Commission of any order or action suspending the right to use the Registration Statement, the Prospectus or the Time of Sale Information. Each of the Depositor and BMW Financial Services will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. The Depositor and BMW Financial Services will comply with the Act, the Exchange Act, the Trust Indenture Act and the rules and regulations contemplated thereunder so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Depositor will file with the Commission all documents required to be filed pursuant to the Exchange Act within the time periods specified in the Exchange Act or the rules and regulations promulgated thereunder and all documents and certifications required for the use of a registration statement on Form SF-3 within the time periods required by Form SF-3, the Act or the Rules and Regulations.

(d) The Depositor will arrange for the qualification of the Notes for offering and sale in each jurisdiction as the Representative shall designate including, but not limited to, pursuant to applicable state securities Blue Sky laws of certain states of the United States of America or other U.S. jurisdictions so designated, and the Depositor shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Notes; provided, however, that the Depositor shall not be obligated to file any general consent to service of process or to qualify as a foreign limited liability company or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Depositor will promptly advise the Representative of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(e) If, at any time when a prospectus relating to the Notes is required to be delivered by an Underwriter or dealer either (i) any event occurs as a result of which the Prospectus or the Time of Sale Information as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Prospectus or the Time of Sale Information to comply with the Act, the Depositor and BMW Financial Services promptly will notify the Representative of such event or reason and promptly will prepare, at their own expense, an amendment or supplement which will correct such statement or omission. Neither

the Underwriters’ consent to, nor the Underwriters’ distribution of, any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 8 hereof.

(f) The Depositor will cooperate with the Representative and use its best efforts to permit the Notes to be eligible for clearance and settlement through DTC.

(g) BMW Financial Services and the Depositor shall (i) furnish or make available to the Underwriters or their counsel such additional documents and information regarding BMW Financial Services, the Depositor and their respective affairs as the Underwriters may from time to time reasonably request prior to the Closing Date, including any and all documentation reasonably requested in connection with their due diligence efforts regarding information in the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or their advisors, or both, prior to acceptance of their respective subscriptions, the opportunity to ask questions of, and receive answers with respect to such matters.

(h) Until the retirement of the Notes, or until none of the Underwriters maintains a secondary market in the Notes, whichever occurs first, the Depositor shall deliver to each of the Underwriters, through the Representative, the annual statement of compliance, the annual assessment of compliance and any annual accountants’ attestation furnished to the Indenture Trustee, the Owner Trustee or the Administrator, as applicable, pursuant to the SUBI Servicing Supplement, as soon as such statements and reports are furnished to the Indenture Trustee, the Owner Trustee or the Administrator, as applicable, and solely to the extent such documents are required to be delivered to such persons pursuant to the Servicing Agreement or Indenture.

(i) So long as any of the Notes are outstanding, the Depositor shall deliver to each of the Underwriters, through the Representative: (i) all documents distributed to Noteholders and (ii) from time to time, any other information concerning BMW Financial Services, the Depositor, the UTI Beneficiary, the Vehicle Trust or the Trust as the Underwriters may reasonably request only insofar as such information reasonably relates to the Prospectus or the transactions contemplated by the Transaction Documents.

(j) To the extent, if any, that any of the ratings assigned to the Notes by any of the rating agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Depositor or BMW Financial Services, as the case may be, the relevant party shall furnish, or cause to be furnished, such documents and take any such other actions as promptly as possible.

(k) As soon as practicable, but no later than 16 months after the date hereof, the Depositor and BMW Financial Services will cause the Trust to make generally available to the Noteholders an earnings statement covering a period of at least 12 consecutive months beginning after the later of (i) the effective date of the Registration Statement relating to the Notes and (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and, in each case, satisfying the provisions of Section 11(a) of the Act (including Rule 158 promulgated thereunder).

(l) From the date hereof until thirty days after the Closing Date, none of the Depositor, BMW Financial Services or any of their respective affiliates will, without the prior written consent of the Representative, directly or indirectly, offer, sell or contract to sell or announce the offering of, in a public or private transaction, any other collateralized securities backed by vehicle leases similar to the Notes.

(m) On or before the Closing Date, BMW Financial Services shall cause its computer records relating to the Trust Assets to be marked to show the allocation of the 2018-1 Leases and 2018-1 Vehicles to the 2018-1 SUBI and the Trust’s ownership of the 2018-1 SUBI, and from and after the Closing Date neither the Depositor nor BMW Financial Services shall take any action inconsistent with the Trust’s ownership of the 2018-1 SUBI and the beneficial interest in the 2018-1 Leases and 2018-1 Vehicles other than as permitted by the Transaction Documents.

(n) BMW Financial Services will comply with the representations or certifications made in any 17g-5 Certification delivered to a hired NRSRO.

SECTION 6. Payment of Expenses. The Depositor shall pay all expenses (including legal fees and disbursements) incident to the transactions contemplated by this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including: (a) the preparation, printing and distribution of the Time of Sale Information, all computational materials, if any, and the Prospectus and each amendment or supplement thereto and delivery of copies thereof to the Underwriters, (b) the preparation of this Agreement, (c) the preparation, issuance and delivery of the Notes to the Underwriters (or any appointed clearing organizations), (d) the fees and disbursements of BMW Financial Services’, the Depositor’s and the UTI Beneficiary’s counsel and accountants, (e) the qualification of the Notes under state securities laws in accordance with Section 5(d) hereof including filing fees and the fees and disbursements of counsel in connection therewith and in connection with the preparation of any blue sky survey (including the printing and delivery thereof to the Underwriters), (f) any fees charged by rating agencies for the rating (or consideration of the rating) of the Notes, (g) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (h) the fees and disbursements of the Indenture Trustee and its counsel, if any, (i) the fees and disbursements of the Owner Trustee and its counsel, if any, (j) the fees and disbursements of the Asset Representations Reviewer and its counsel, if any, (k) the amounts set forth in Section 7(i), (l) the fees and disbursements of the Vehicle Trustee and its counsel, if any, and (m) the fees and expenses of Richards, Layton & Finger, P.A. For the avoidance of doubt, the Underwriters shall pay the fees, expenses and disbursements of their counsel.

SECTION 7. Time of Sale Information and Free Writing Prospectus.

(a) The following terms have the specified meanings for purposes of this Agreement:

“Free Writing Prospectus” means and includes any information relating to the Notes disseminated by the Depositor or any Underwriter that constitutes a “free writing prospectus” within the meaning of Rule 405 under the Act;

“Prepricing Information” means information relating to the price, pricing speed, benchmark and status of the Notes and the offering thereof;

“Issuer Information” means (1) the information contained in any Permitted Underwriter Communication (as defined below) to the extent such information is also included in the Preliminary Prospectus (other than Underwriters’ Information), (2) information in the Preliminary Prospectus, other than any Prepricing Information, that is used to calculate or create any Derived Information and (3) any computer tape in respect of the Notes or the related leases furnished by the Depositor to any Underwriter (the “Computer Tape”);

“Derived Information” means such written information regarding the Notes as is disseminated by any Underwriter to a potential investor, which information is not any of (A) Issuer Information, (B) Prepricing Information or (C) contained in the Registration Statement, the Preliminary Prospectus or the Prospectus or any amendment or supplement to any of them, taking into account information incorporated therein by reference (other than information incorporated by reference from any information regarding the Notes that is disseminated by any Underwriter to a potential investor);

“Ratings Free Writing Prospectus” means the free writing prospectus dated October 4, 2018 relating to the credit ratings expected to be received on the Notes from the hired NRSROs. For the avoidance of doubt, the Ratings Free Writing Prospectus shall constitute a Free Writing Prospectus for purposes of this Agreement.

(b) Neither the Depositor nor BMW Financial Services will disseminate to any potential investor any information relating to the Notes that constitutes a “written communication” within the meaning of Rule 405 under the Act, other than the Time of Sale Information and the Prospectus, unless the Depositor has obtained the prior consent of the Representative.

(c) Unless otherwise agreed to in writing by each party hereto, none of the Depositor, BMW Financial Services nor any Underwriter shall disseminate or file with the Commission any information relating to the Notes in reliance on Rules 167 or 426 under the Act, nor shall the Depositor, BMW Financial Services or any Underwriter disseminate any Permitted Underwriter Communication “in a manner reasonably designed to lead to its broad unrestricted dissemination” within the meaning of Rule 433(d) under the Act.

(d) Each Underwriter, the Depositor and BMW Financial Services represent that each Free Writing Prospectus distributed by it shall bear the following legend, or a substantially similar legend that complies with Rule 433(c)(2)(i) under the Act:

BMW Auto Leasing LLC has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.

Before you invest, you should read the prospectus in that registration statement and other documents BMW Auto Leasing LLC has filed with the SEC for more complete information about BMW Auto Leasing LLC and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, BMW Auto Leasing LLC, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling 1-855-881-2108.

(e) In the event that the Depositor or BMW Financial Services becomes aware that, as of the Time of Sale, any Time of Sale Information contains or contained any untrue statement of material fact or omits or omitted to state a material fact necessary in order to make the statements contained therein (when read in conjunction with all Time of Sale Information) in light of the circumstances under which they were made, not misleading (the “Defective Time of Sale Information”), such entity shall promptly notify the Underwriters of such untrue statement or omission no later than one business day after discovery and the Depositor shall, if requested by the Underwriters, prepare and deliver to the Underwriters, at the expense of the Underwriters if such untrue statement or omission relates solely to Underwriters’ Information, and otherwise at the expense of the Depositor, Corrected Time of Sale Information.

(f) Each Underwriter, severally and not jointly, represents, warrants, covenants and agrees with the Depositor that:

Other than the Time of Sale Information and the Prospectus, it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than, and the Underwriter conveying such information represents that such written communication contains no more than, the following: (1) the information in any other Free Writing Prospectus listed on Schedule III hereto or approved in writing by the Depositor, (2) information relating to the class, size, rating, CUSIPs, coupon, yield, spread, closing date, legal maturity, weighted average life, expected final payment date, trade date and payment window of one or more classes of Notes, (3) the servicer clean-up call, (4) the eligibility of the Notes to be purchased by ERISA plans, (5) Prepricing Information, (6) a column or other entry showing the status of the subscriptions for the Notes (both for the issuance as a whole and for each Underwriter’s retention) and/or expected pricing parameters of the Notes and (7) Intex .cdi files (each such written communication, a “Permitted Underwriter Communication”); and (ii) each Underwriter will be permitted to provide confirmations of sale; provided, however, that no Underwriter has or may distribute any

information described in subclauses (1) through (7) above that would be “issuer information” as defined in Rule 433 under the Act other than (A) information that has already been filed with the Commission, (B) preliminary terms of the Notes not required to be filed with the Commission and (C) information relating to the final terms of the Notes required to be filed with the Commission within two days of the later of the date such final terms have been established for all classes of the Notes and the date of first use of such information pursuant to Rule 433(d)(5)(ii) under the Act.

In disseminating information to prospective investors, it has complied and will continue to comply fully with the Rules and Regulations, including but not limited to Rules 164 and 433 under the Act and the requirements thereunder for retention of Free Writing Prospectuses, including retaining any Free Writing Prospectuses it has used but which are not required to be filed for the required period.

Prior to entering into any Contract of Sale with a prospective investor, the applicable Underwriter shall convey the Time of Sale Information to the prospective investor. The Underwriter shall maintain sufficient records to document its conveyance of the Time of Sale Information to the potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the Rules and Regulations.

If Defective Time of Sale Information has been corrected with Corrected Time of Sale Information delivered to such Underwriter subsequent to the original Time of Sale and prior to the Closing Date, such Underwriter shall (A) deliver the Corrected Time of Sale Information to each investor with whom it entered into a Contract of Sale and that received the Defective Time of Sale Information from such Underwriter and (B) provide each such investor with a meaningful ability to elect to terminate or not to terminate the Contract of Sale with the Underwriter and provide to each such investor adequate disclosure of its rights under the existing Contract of Sale at the time such termination is sought and (C) if any such prior Contract of Sale is terminated, provide the related investor with the opportunity to elect to enter into or not enter into a new Contract of Sale to purchase the Notes on the terms described in the Corrected Time of Sale Information.

It has not delivered, and will not deliver, to any nationally recognized statistical rating organization (a “NRSRO”) any Rating Information and has not participated, and will not participate, in any oral communication of Rating Information without the participation of a representative of BMW Financial Services. For purposes of this paragraph, “Rating Information” means any information provided to a NRSRO in connection with the issuance or monitoring of a credit rating on the Notes.

(g) Each Underwriter shall deliver to the Depositor, not less than one business day prior to the required date of filing thereof, all information included in a Permitted Underwriter Communication relating to the final terms of the Notes required to be filed with the Commission pursuant to Rule 433(d)(5)(ii) under the Act.

(h) The Depositor shall file with the Commission all information required to be filed that is delivered to it pursuant to Section 7(g) not later than two days after the later of the date such final terms have been established for all classes of the Notes and the date of first use of such information pursuant to Rule 433(d)(5)(ii) under the Act; provided, however, that the Depositor shall have no liability for any such failure resulting from the failure of any Underwriter to provide such information to the Depositor in accordance with Section 7(g).

(i) In the event that any Underwriter shall incur any costs or suffer any losses or damages in connection with the reformation of the Contract of Sale with any investor that received Defective Time of Sale Information, the Depositor and BMW Financial Services jointly and severally agree to reimburse such Underwriter for such costs, losses or damages; provided, that such reimbursement obligations of the Depositor and BMW Financial Services shall not apply to any such reformation to the extent resulting from an untrue statement or omission in the Defective Time of Sale Information contained in or omitted from the Defective Time of Sale Information in reliance upon and in conformity with the Underwriters’ Information.

SECTION 8. Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties made herein, to the accuracy of the statements of officers of the Depositor and BMW Financial Services made pursuant hereto when made, to the performance by the Depositor and BMW Financial Services of their obligations hereunder, and to the following additional conditions precedent:

(a) On the Closing Date, each of the Transaction Documents, the SUBI Certificate, the Notes and the Certificates shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Owner Trustee and the Indenture Trustee shall have received a fully executed copy thereof or, with respect to the Notes and Certificates, a conformed copy thereof. The Transaction Documents, the SUBI Certificate, the Notes and the Certificates shall be substantially in the forms heretofore provided to the Representative.

(b) Both at or before the date hereof, and on or before the Closing Date, the Representative shall have received three letters, one relating to the 2018-1 Leases dated as of a date at least five business days prior to the date hereof, one relating to the Preliminary Prospectus, dated on or about the date of the Preliminary Prospectus and covering procedures performed as of the date of the Preliminary Prospectus, and one relating to the Prospectus, dated on or about the date of the Prospectus and covering procedures performed as of the date of the Prospectus, in each case, delivered by KPMG LLP, independent certified public accountants, addressed to the Underwriters, substantially in the form of the drafts to which the Representative has agreed previously and otherwise substantially in form and substance reasonably satisfactory to the Representative and counsel to the Underwriters; provided, that the Underwriters shall have

received the Accountant’s Due Diligence Report at or prior to the deadline set forth in Section 2(a)(xxxvii)(B).

(c) The Preliminary Prospectus, the Prospectus, each Free Writing Prospectus listed on Schedule III hereto or approved in writing by the Depositor and any “issuer information” (as defined above) included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 7(h) hereof; on or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor or BMW Financial Services, shall be contemplated by the Commission.

(d) On the Closing Date, the Representative shall have received the favorable opinion or opinions of in-house counsel to the Depositor and BMW Financial Services addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters.

(e) The Representative shall have received an opinion or opinions of Morgan, Lewis & Bockius LLP, counsel to the Depositor, BMW Financial Services and the Trust, addressed to the Underwriters, dated the Closing Date and addressing corporate, enforceability and securities matters satisfactory in form and substance to the Representative and counsel to the Underwriters.

(f) The Representative shall have received an opinion or opinions of Morgan, Lewis & Bockius LLP, counsel to the Depositor, BMW Financial Services and the Trust, addressed to the Underwriters, dated the Closing Date and addressing the following issues (i) none of the Depositor, the Trust or the Vehicle Trust is required to register under the Investment Company Act and (ii) the Trust is structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(g) The Representative shall have received a negative assurance letter from Morgan, Lewis & Bockius LLP, counsel to the Depositor, BMW Financial Services and the Trust, addressed to the Underwriters, dated the Closing Date satisfactory in form and substance to the Representative and counsel to the Underwriters.

(h) On the Closing Date, the Representative shall have received the favorable opinion of Richards, Layton & Finger, P.A., special Delaware counsel for the Depositor and BMW Financial Services, addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters.

(i) On the Closing Date, the Representative shall have received the favorable opinion of Barnes & Thornburg LLP, special Indiana counsel to the UTI Beneficiary, addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters.

(j) Morgan, Lewis & Bockius LLP, in its capacity as federal tax and ERISA counsel to the Depositor, the Vehicle Trust and the Trust, shall have delivered an opinion addressed to

the Underwriters, dated the Closing Date satisfactory in form and substance to the Representative and counsel to the Underwriters.

(k) On the Closing Date, the Representative shall have received the favorable opinion or opinions of Morgan, Lewis & Bockius LLP, special counsel to the Depositor and BMW Financial Services, addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters, with respect to (i) certain true sale and nonconsolidation bankruptcy matters and (ii) certain security interest matters.

(l) The Representative shall have received an opinion of Chapman and Cutler LLP, counsel to the Indenture Trustee, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters.

(m) On the Closing Date, the Representative shall have received the favorable opinion of Richards, Layton and Finger, P.A., counsel to the Vehicle Trustee, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters.

(n) The Representative shall have received an opinion of Richards, Layton & Finger, P.A., counsel to the Owner Trustee, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters.

(o) The Representative shall have received an opinion or opinions of Richards, Layton & Finger, P.A., special Delaware counsel to the Trust and the Vehicle Trust, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters.

(p) On the Closing Date, the Representative shall have received the favorable opinion of general counsel to the Asset Representations Reviewer, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters.

(q) Sidley Austin LLP, counsel to the Underwriters, shall have furnished to the Representative such opinions or negative assurance letters addressed to the Underwriters and dated the Closing Date, with respect to certain securities law issues and other related matters as the Representative may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable such opinions or negative assurance letters to be based upon such matters.

(r) The Representative shall have received copies of each opinion of counsel delivered to any rating agency, together with a letter addressed to the Representative (but only to the extent that the Representative is not an addressee of such opinion), dated the Closing Date, to the effect that the Underwriters may rely on each such opinion to the same extent as though such opinion was addressed to each as of its date.

(s) Each of the Depositor, BMW Financial Services and the UTI Beneficiary shall have furnished to the Representative a certificate of each of the Depositor, BMW Financial Services and the UTI Beneficiary, as applicable, signed by its Chairman of the Board, President, any Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer, the principal accounting officer or any of the foregoing officers of its general partner, as applicable, dated the Closing Date, to the effect that the signer of such certificate has reviewed the Registration Statement, the Prospectus, any supplements to the Prospectus and this Agreement and that to the best of his or her knowledge after reasonable investigation, (i) since the date of the Prospectus (exclusive of any supplement thereto), there has been no event that has had a material adverse effect on the Depositor, BMW Financial Services or the UTI Beneficiary, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto), (ii) the representations and warranties of the Depositor, BMW Financial Services and the UTI Beneficiary, as the case may be, in this Agreement and the Transaction Documents to which it is a party, are true and correct, (iii) the Depositor, BMW Financial Services and the UTI Beneficiary, as the case may be, has complied with the agreements and satisfied the conditions on its part to be performed or satisfied at or prior to the Closing Date and (iv) (in the case of the Depositor and BMW Financial Services only) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission.

(t) Each Class of Notes shall have been rated the rating specified in the Ratings Free Writing Prospectus by the hired NRSROs specified in the Ratings Free Writing Prospectus.

(u) The Representative shall have received, from each of BMW Financial Services, the UTI Beneficiary and the Depositor, a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of the: (i) certificate of formation, (ii) limited liability company agreement or limited partnership agreement, as applicable, (iii) applicable resolutions authorizing the transactions contemplated hereby and in the Transaction Documents and (iv) designation of incumbency of each such entity.

(v) All requirements of Rules 15Ga-2 and 17g-10 under the Exchange Act have been and will be timely complied with.

(w) The Depositor shall provide or cause to be provided to the Representative conformed copies of such opinions, certificates, letters and documents as the Representative or counsel to the Underwriters may reasonably request.

SECTION 9. Termination. This Agreement shall be subject to termination in the sole discretion of the Representative by notice to the Depositor given on or prior to the Closing Date in the event that the Depositor shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the Closing Date, (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited or minimum or maximum prices shall have been established by or on, as the case may be, the Commission or the New York Stock Exchange; (b) trading of any securities of the Depositor or any affiliate of the Depositor shall have been suspended on any exchange or in any over-the-counter market; (c) a general

moratorium on commercial banking activities shall have been declared by either federal, New Jersey State authorities or New York State authorities; (d) there shall have occurred (i) an outbreak or escalation of hostilities between the United States and any foreign power, (ii) an outbreak or escalation of any other insurrection or armed conflict involving the United States, or (iii) any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. financial markets that, in the sole judgment of the Representative, makes it impractical or inadvisable to proceed with the offering or the delivery of the Notes as contemplated by the Prospectus, as amended as of the date hereof; (e) any change, or any development involving a prospective change, in or affecting the 2018-1 Leases or 2018-1 Vehicles or particularly the business or properties of the Trust, the Depositor, BMW Financial Services, the UTI Beneficiary or the Vehicle Trust shall have occurred which, in the judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; or (f) any downgrading in the rating of any debt securities of the Depositor or any of its Affiliates, including but not limited to outstanding asset-backed securities issued by securitization trusts, if any, by any “nationally recognized statistical rating organization” (as defined under Section 15E of the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) shall have occurred. Termination of this Agreement pursuant to this Section 9 shall be without liability of any party to any other party except for the liability of the Depositor in relation to expenses as provided in Section 6 hereof, the indemnity provided in Section 10 hereof and any liability arising before or in relation to such termination.

SECTION 10. Indemnification and Contribution.

(a) The Depositor and BMW Financial Services will, jointly and severally, indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and/or liabilities, joint or several, to which such Underwriter or other indemnified person may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

(i) any untrue statement or alleged untrue statement made by the Depositor or BMW Financial Services in Section 2 hereof,

(ii) any untrue statement or alleged untrue statement of any material fact contained or incorporated in the Registration Statement, any preliminary prospectus, the Time of Sale Information (including any Corrected Time of Sale Information) or the Prospectus or any amendment or supplement thereto,

(iii) the omission or alleged omission to state in the Registration Statement, the Time of Sale Information (including any Corrected Time of Sale Information) or the Prospectus or any amendment or supplement thereto a material fact required to be stated

therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,

(iv) any untrue statement or alleged untrue statement of a material fact contained in a Permitted Underwriter Communication or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however that this subsection (iv) shall only apply to untrue statements, alleged untrue statements, omissions and alleged omissions that result from or are based upon errors or omissions in the Issuer Information,

(v) the breach of any representation or warranty made by BMW Financial Services in a 17g-5 Certification, or

(vi) any untrue statement or alleged untrue statement of any material fact contained in the Form ABS-15G, or the omission or alleged omission to state in the Form ABS-15G a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

and will reimburse, as incurred, each such indemnified party for any legal or other costs or expenses reasonably incurred by it in connection with investigating, preparing, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that the Depositor and BMW Financial Services will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Time of Sale Information (including any Corrected Time of Sale Information) or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with the Underwriters’ Information; provided, further, that the Depositor and BMW Financial Services shall not be liable to any Underwriter or any of the directors, officers, employees and agents of an Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act with respect to any loss, claim, damage or liability that results from the fact that the Underwriter sold Notes to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, if delivery thereof was required, a copy of the Prospectus or of the Prospectus as then amended or supplemented, whichever is most recent, if the Depositor has previously furnished copies thereof to such Underwriter. The indemnity provided for in this Section 10 shall be in addition to any liability which the Depositor and BMW Financial Services may otherwise have. The Depositor and BMW Financial Services will not, without the prior written consent of the Representative, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Representative or other indemnified person is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent (i) includes an unconditional release of all of the Underwriters and such other indemnified person from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any Underwriter or other indemnified person.

(b) Each Underwriter, severally and not jointly, will indemnify and hold harmless each of the Depositor and BMW Financial Services, each of its directors and officers and each person, if any, who controls the Depositor or BMW Financial Services within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any losses, claims, damages and/or liabilities to which the Depositor, BMW Financial Services or any such director, officer or controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement (or any amendment thereto), the Time of Sale Information (including any Corrected Time of Sale Information) or the Prospectus (or any amendment or supplement thereto) or (ii) the omission or the alleged omission to state in the Registration Statement (or any amendment thereto), the Time of Sale Information (including any Corrected Time of Sale Information) or the Prospectus (or any amendment or supplement thereto) a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with (x) such Underwriter’s Underwriters’ Information or (y) any Derived Information of such Underwriter that does not result from or was not based upon an error or omission in (A) the Registration Statement, the Time of Sale Information (including any Corrected Time of Sale Information) or the Prospectus (unless such error or omission is in the Underwriters’ Information) or (B) the Computer Tape and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any legal or other expenses reasonably incurred by the Depositor, BMW Financial Services or any such director, officer or controlling person in connection with investigating, preparing, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or any action in respect thereof. The remedies provided for in this Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(c) In case any proceeding (including any governmental investigation) shall be instituted or claim made involving any person in respect of which indemnity may be sought pursuant to paragraph (a) or (b) of this Section 10, such person (for purposes of this paragraph (c), the “indemnified party”) shall, promptly after receipt by such party of notice of the commencement of such action or claim, notify the person against whom such indemnity may be sought (for purposes of this paragraph (c), the “indemnifying party”), but the failure to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party (i) under paragraph (a) or (b) of this Section 10 unless and to the extent it did not otherwise learn of such action or claim and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses or (ii) otherwise than under this Section 10. In case any such action or claim is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (which may be counsel to such indemnifying party if otherwise reasonably acceptable to the indemnified party); provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably

concluded that there may be one or more legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense of any such action and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 10 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof; provided, however, an indemnified party shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel for the indemnified party will be at the expense of such indemnified party, unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel in each applicable local jurisdiction) in any one action or separate but substantially similar actions arising out of the same general allegations or circumstances, designated in writing by the Representative in the case of paragraph (a) of this Section 10, representing the indemnified parties under such paragraph (a) who are parties to such action or actions), or (ii) the indemnifying party does not promptly retain counsel satisfactory to the indemnified party, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall be liable for any settlement of any such action effected without its written consent, which shall not be unreasonably withheld, but if settled with its written consent or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceedings and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. All fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred.

(d) In circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 10 is unavailable or insufficient, for any reason, to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Notes or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties on the one hand and the

indemnified party on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Depositor and BMW Financial Services on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering of the Notes (before deducting expenses) received by the Depositor bear to the total discounts and commissions received by the Underwriters (the “Spread”), in each case as set forth in the Prospectus. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Depositor or BMW Financial Services on the one hand or the Underwriters on the other hand, the parties’ relative intents, knowledge, access to information and opportunity to correct or prevent such statement or omission, and any other equitable considerations appropriate in the circumstances. The Depositor, BMW Financial Services and the Underwriters agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to above in this paragraph (d). The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability referred to above in this Section 10 shall be deemed to include, subject to the limitations on the fees and expenses of separate counsel set forth above in this Section 10, for purposes of this Section 10, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such claim or any action in respect thereof. Notwithstanding any other provision of this paragraph (d), no Underwriter shall be obligated to make contributions hereunder that in the aggregate exceed an amount equal to the excess of the Spread received by it in the initial offering of such Notes over the aggregate amount of any damages that such Underwriter has otherwise been required to pay in respect of the same or any substantially similar claim, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute hereunder are several in proportion to their respective principal amount of Notes they have purchased hereunder, and not joint. For purposes of this paragraph (d), each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each director of the Depositor and BMW Financial Services, each officer of the Depositor and BMW Financial Services and each person, if any, who controls the Depositor and BMW Financial Services within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Depositor and BMW Financial Services.

SECTION 11. Additional Representations and Warranties by each Underwriter.

(a) Each Underwriter, severally and not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes, which are the subject of the offering contemplated by the Prospectus, to any retail investor in the European Economic Area (the “EEA”).

(b) For purposes of Section 11(a), (i) the expression “retail investor” means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (B) a customer within the meaning of Directive 2002/92/EC (as amended, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (C) not a qualified investor as defined in the Prospectus Directive; (ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes; and (iii) the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in each member state of the EEA which has implemented the Prospectus Directive.

(c) Each Underwriter severally and not jointly represents that (i) to the extent that it is carrying on business in the United Kingdom, it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell the Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the “FSMA”) by the Trust.

(d) Each Underwriter severally and not jointly represents that it (i) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor and (ii) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

(e) Each Underwriter severally and not jointly represents that it has not obtained any Due Diligence Report from any third party due diligence service provider in connection with the offering of the Notes except for the Accountant’s Due Diligence Report.

SECTION 12. Defaults by an Underwriter. If any one or more Underwriter(s) fail(s) to purchase and pay for any of the Notes agreed to be purchased by such Underwriter(s) hereunder, and such failure constitutes a default in the performance of its or their obligations under this Agreement, the remaining Underwriter(s) shall be obligated severally to take up and pay for (in the respective proportions that the amount of Notes set forth opposite their names in Schedule I bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriter(s)) the Notes that the defaulting Underwriter(s) agreed but failed to purchase; provided, however, that if the aggregate amount of Notes that the defaulting Underwriter(s) agreed but failed to purchase exceeds 10% of the aggregate principal amount of Notes, the remaining Underwriter(s) shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such non-defaulting Underwriter(s) do not

purchase all the Notes, this Agreement will terminate without liability to any non-defaulting Underwriter. In the event of a default by any Underwriter as set forth in this paragraph, the Closing Date shall be postponed for such period, not exceeding seven days, as the remaining Underwriter(s) shall determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter(s) of any liability to the Depositor, BMW Financial Services, their respective affiliates and any non-defaulting Underwriter(s) for damages occasioned by its default hereunder.

SECTION 13. Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6, 10, 15, 18 and 21 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement. If for any reason the purchase of the Notes by the Underwriters is not consummated, each of the Depositor and BMW Financial Services shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 6 hereof. If for any reason the purchase of the Notes by the Underwriters is not consummated, the Depositor and BMW Financial Services will reimburse the Underwriters severally, upon demand, for all out-of-pocket expenses (including fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Notes.

SECTION 14. Notices. In all dealings hereunder, the Representative shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representative. Any notice or notification in any form to be given under this Agreement may be delivered in person or sent by facsimile or telephone (subject in the case of a communication by telephone to confirmation by facsimile) addressed to:

in the case of the Depositor:

BMW Auto Leasing LLC

300 Chestnut Ridge Road

Woodcliff Lake, New Jersey 07677

Facsimile: (800) 362-4269

Attention: Legal Department

in the case of BMW Financial Services:

BMW Financial Services NA, LLC

300 Chestnut Ridge Road

Woodcliff Lake, New Jersey 07677

Facsimile: (201) 307-9286

Attention: Mathew Morgenstern

in the case of the Representative:

SG Americas Securities, LLC

245 Park Avenue

New York, New York 10167

Facsimile: (212) 278-7341

Attention: Carl Spalding

Any such notice shall take effect, in the case of delivery, at the time of delivery and, in the case of facsimile, at the time of dispatch.

SECTION 15. Successors. This Agreement shall inure to the benefit of and shall be binding upon the several Underwriters, the Depositor, BMW Financial Services and their respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person, except that (i) the indemnities of the Depositor and BMW Financial Services contained in Section 10 hereof shall also be for the benefit of any officers, directors, employees or agents of any Underwriter, any person or persons who control any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and (ii) the indemnities of the Underwriters contained in Section 10 hereof shall also be for the benefit of the directors of the Depositor and BMW Financial Services, the officers of the Depositor and BMW Financial Services and any person or persons who control the Depositor or BMW Financial Services within the meaning of Section 15 of the Act or Section 20 of the Exchange Act. No purchaser of Notes from any Underwriter shall be deemed a successor because of such purchase.

SECTION 16. Miscellaneous.

(a) Time shall be of the essence of this Agreement.

(b) The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect, the meaning or interpretation of this Agreement.

(c) For purposes of this Agreement, (a) “business day” means any day on which the New York Stock Exchange is open for trading, and (b) “subsidiary” has the meaning set forth in Rule 405 under the Act.

(d) This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same Agreement and any party may enter into this Agreement by executing a counterpart. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original.

SECTION 17. Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any

provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 18. Governing Law. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW).

SECTION 19. Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement, any documents executed and delivered in connection herewith or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 14 or, if not therein, in the Indenture; and

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

SECTION 20. Waiver Of Jury Trial. EXCEPT AS PROHIBITED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) OF ANY TYPE IN WHICH ANOTHER PARTY SHALL BE A PARTY AS TO ALL MATTERS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT.

SECTION 21. Absence of Fiduciary Relationship. The Depositor and BMW Financial Services acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and BMW Financial Services with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, BMW Financial Services or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Depositor, BMW Financial Services or

any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Depositor and BMW Financial Services shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Depositor or BMW Financial Services or any other person with respect thereto. Any review by the Underwriters of the Depositor, BMW Financial Services, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or BMW Financial Services.

[SIGNATURE PAGES FOLLOW]

If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and the Depositor and BMW Financial Services.

Very truly yours,

BMW AUTO LEASING LLC

By: /s/ Stefan Kramer

Name: Stefan Kramer

Title: Chief Executive Officer and

Vice President - Finance

By: /s/ Stefan Glebke

Name: Stefan Glebke

Title: Treasurer

BMW FINANCIAL SERVICES NA, LLC

By: /s/ Stefan Kramer

Name: Stefan Kramer

Title: Vice President - Finance & CFO

By: /s/ Stefan Glebke

Name: Stefan Glebke

Title: Treasurer

Signature Page to BMW Vehicle Lease Trust 2018-1 Underwriting Agreement

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

SG AMERICAS SECURITIES, LLC,

on behalf of itself and as Representative of

the several Underwriters

By: /s/ Carl Spalding

Name: Carl Spalding

Title: Director

Signature Page to BMW Vehicle Lease Trust 2018-1 Underwriting Agreement

SCHEDULE I

Underwriter	Class A-1 Notes		Class A-2 Notes		Class A-3 Notes		Class A-4 Notes
SG Americas Securities, LLC	$	94,500,000	$	177,750,000	$	177,750,000	$	50,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	42,525,000	$	79,988,000	$	79,987,000	$	22,500,000
Wells Fargo Securities, LLC	$	42,525,000	$	79,988,000	$	79,987,000	$	22,500,000
SMBC Nikko Securities America, Inc.	$	4,725,000	$	8,887,000	$	8,888,000	$	2,500,000
U.S. Bancorp Investments, Inc.	$	4,725,000	$	8,887,000	$	8,888,000	$	2,500,000
Total	$	189,000,000	$	355,500,000	$	355,500,000	$	100,000,000

SCHEDULE II

Security	Principal Balance $		Investor Price %			Investor Price $		Price %			Price $		Rate %
Class A-1 Notes	$	189,000,000		100.00000	%	$	189,000,000.00		99.96500	%	$	188,933,850.00		2.49584	%
Class A-2 Notes	$	355,500,000		99.99107	%	$	355,468,253.85		99.82607	%	$	354,881,678.85		2.97	%
Class A-3 Notes	$	355,500,000		99.98610	%	$	355,450,585.50		99.76110	%	$	354,650,710.50		3.26	%
Class A-4 Notes	$	100,000,000		99.99911	%	$	99,999,110.00		99.74911	%	$	99,749,110.00		3.36	%
Total Price to Public:	$	999,917,949.35
Total Price to Depositor:	$	998,215,349.35
Underwriting Discounts and Commissions:	$	1,702,600.00

SCHEDULE III

Free Writing Prospectuses

The Ratings Free Writing Prospectus (as defined in the Agreement)

BMW AUTO LEASING LLC,
as Transferor,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Owner Trustee

FORM OF AMENDED AND RESTATED TRUST
AGREEMENT

Dated as of October 17, 2018

TABLE OF CONTENTS

Page

ARTICLE ONE DEFINITIONS		1
Section 1.01.	Capitalized Terms	1
Section 1.02.	Interpretive Provisions.	5
ARTICLE TWO ORGANIZATION		6
Section 2.01.	Name and Status	6
Section 2.02.	Office	6
Section 2.03.	Purposes and Powers.	6
Section 2.04.	Appointment of Owner Trustee	7
Section 2.05.	Initial Capital Contribution of Owner Trust Estate	7
Section 2.06.	Declaration of Trust	7
Section 2.07.	Liability of the Transferor.	8
Section 2.08.	Title to Trust Property	8
Section 2.09.	Situs of Issuer	8
Section 2.10.	Representations and Warranties of the Transferor	8
ARTICLE THREE TRUST CERTIFICATES AND TRANSFER OF INTERESTS		10
Section 3.01.	Initial Ownership	10
Section 3.02.	The Trust Certificates	10
Section 3.03.	Authentication and Delivery of Trust Certificates	10
Section 3.04.	Registration of Transfer and Exchange.	10
Section 3.05.	Mutilated, Destroyed, Lost or Stolen Trust Certificates	14
Section 3.06.	Persons Deemed Trust Certificateholders	14
Section 3.07.	Access to List of Trust Certificateholders’ Names and Addresses	14
Section 3.08.	Maintenance of Office or Agency	15
Section 3.09.	Appointment of Paying Agent	15
Section 3.10.	Ownership of Trust Certificate	16
Section 3.11.	Trust Certificates held by Issuer, Transferor or their Affiliates	16
ARTICLE FOUR ACTIONS BY OWNER TRUSTEE		16
Section 4.01.	Prior Notice to Trust Certificateholders with Respect to Certain Matters	16

Section 4.02.	Action by Trust Certificateholders with Respect to Certain Matters	17
Section 4.03.	Action by Owner Trustee with Respect to Bankruptcy	17
Section 4.04.	Restrictions on Trust Certificateholders’ Power	17
Section 4.05.	Majority Control	17
ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES		18
Section 5.01.	Establishment of Certificate Distribution Account; Deposit Into Reserve Fund.	18
Section 5.02.	Application of Trust Funds.	18
Section 5.03.	Method of Payment	19
Section 5.04.	Accounting and Reports.	19
ARTICLE SIX AUTHORITY AND DUTIES OF OWNER TRUSTEE		20
Section 6.01.	General Authority	20
Section 6.02.	General Duties	20
Section 6.03.	Action Upon Instruction.	20
Section 6.04.	No Duties Except as Specified	21
Section 6.05.	No Action Unless Specifically Authorized	22
Section 6.06.	Restrictions	22
Section 6.07.	Owner Trustee to Provide Information	23
ARTICLE SEVEN CONCERNING THE OWNER TRUSTEE		23
Section 7.01.	Acceptance of Trusts and Duties	23
Section 7.02.	Doing Business in Other Jurisdictions	25
Section 7.03.	Furnishing of Documents	26
Section 7.04.	Representations and Warranties	26
Section 7.05.	Reliance; Advice of Counsel.	26
Section 7.06.	Not Acting in Individual Capacity	27
Section 7.07.	Owner Trustee Not Liable for Trust Certificates	27
Section 7.08.	Owner Trustee May Own Trust Certificates and Notes	28
ARTICLE EIGHT COMPENSATION OF OWNER TRUSTEE		28
Section 8.01.	Owner Trustee’s Compensation and Indemnification.	28
ARTICLE NINE TERMINATION OF TRUST AGREEMENT		29
Section 9.01.	Termination of Trust Agreement.	29

ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES		30
Section 10.01.	Eligibility Requirements for Owner Trustee	30
Section 10.02.	Resignation or Removal of Owner Trustee	31
Section 10.03.	Successor Owner Trustee	31
Section 10.04.	Merger or Consolidation of Owner Trustee	32
Section 10.05.	Appointment of Co‑Trustee or Separate Trustee	32
ARTICLE ELEVEN TAX MATTERS		33
Section 11.01.	Tax and Accounting Characterization.	33
Section 11.02.	Signature on Returns; Partnership Representative.	34
Section 11.03.	Tax Reporting	34
ARTICLE TWELVE MISCELLANEOUS		34
Section 12.01.	Amendments.	34
Section 12.02.	No Legal Title to Owner Trust Estate	36
Section 12.03.	Limitations on Rights of Others	36
Section 12.04.	Notices	36
Section 12.05.	Severability	37
Section 12.06.	Counterparts	37
Section 12.07.	Successors and Assigns	37
Section 12.08.	No Petition	37
Section 12.09.	No Recourse	38
Section 12.10.	Headings	38
Section 12.11.	Governing Law	38
Section 12.12.	Certificates Nonassessable and Fully Paid	38
Section 12.13.	Communications with Rating Agencies	38
Section 12.14.	Financial Crimes Enforcement Network’s Customer Due Diligence Requirements	38
ARTICLE THIRTEEN COMPLIANCE WITH REGULATION AB		39

EXHIBITS

Exhibit A ‑ Form of Trust Certificate	A‑1
Exhibit B ‑ Form of Rule 144A Certificate	B‑1
Exhibit C ‑ Form of Rule 144A Letter	C‑1
Exhibit D ‑ Form of Investment Letter	D‑1

iii

AMENDED AND RESTATED TRUST AGREEMENT

This Amended and Restated Trust Agreement, dated as of October 17, 2018, 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”).

WHEREAS, the parties hereto entered into that certain initial trust agreement dated as of September 24, 2018 (the “Initial Trust Agreement”) pursuant to which the BMW Vehicle Lease Trust 2018-1 was created; and

WHEREAS, the parties hereto are entering into this Agreement pursuant to which, among other things, the Initial Trust Agreement will be amended and restated and the Trust Certificates will be issued.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01. Capitalized Terms. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the SUBI Trust Agreement, the Servicing Agreement or the Indenture, as the case may be. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings:

“Administrator” means BMW FS, as Administrator under the Issuer Administration Agreement, and its successors in such capacity.

“Agreement” means this Amended and Restated Trust Agreement, as the same may be amended or supplemented from time to time.

“Applicable Anti-Money Laundering Law” has the meaning set forth in Section 12.14.

“Authenticating Agent” means any Person authorized by the Owner Trustee to act on behalf of the Owner Trustee to authenticate and deliver the Trust Certificates.

“Basic Servicing Agreement” means that certain servicing agreement, dated as of August 30, 1995, between the Vehicle Trust, BMW Manufacturing L.P. and BMW FS, as servicer.

“Benefit Plan” means (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) a governmental or church plan, as defined in Sections 3(32) and 3(33) of ERISA, respectively, subject to any federal, state or local law which is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (iv) an entity whose underlying assets

include plan assets by reason of a plan’s investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. Section 2510.3‑101) or (v) a person investing “plan assets” of any such plan or entity.

“Certificate Distribution Account” means the account established pursuant to Section 5.01(a).

“Certificate Percentage Interest” means with respect to any Trust Certificate, the percentage interest of ownership in the Issuer represented thereby as set forth on the face thereof.

“Certificate Register” and “Certificate Registrar” means the register mentioned in and the registrar appointed pursuant to Section 3.04.

“Certificate of Trust” means the Certificate of Trust filed for the Issuer pursuant to Section 3810(a) of the Statutory Trust Statute.

“Control Agreement” means that certain control agreement, dated as of October 17, 2018, between the Issuer and U.S. Bank National Association, as Indenture Trustee, securities intermediary and secured party, as amended and supplemented from time to time.

“Distribution Account” means either the Note Distribution Account or the Certificate Distribution Account, as the context may require.

“Distribution Statement” has the meaning set forth in Section 5.02(c).

“Expenses” means all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses, and including those incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Issuer) of any kind and nature whatsoever.

“Fiscal Year” means the taxable year of the Issuer which shall be the fiscal year ending December 31^st of each year.

“Indemnified Parties” has the meaning set forth in Section 8.01(a).

“Indenture” means that certain indenture, dated as of October 17, 2018, between the Issuer and U.S. Bank National Association, as Indenture Trustee, as amended or supplemented from time to time.

“Initial Deposit” means the Transferor’s deposit to the Reserve Fund, on or before the Closing Date, of $2,912,062.39.

“Initial Note Balance” means the aggregate initial principal amount of the Notes.

“Interest” means, as of any date, the ownership interest of a Trust Certificateholder (including the Transferor as holder of the Trust Certificate) in the Issuer as of such date, including the right of such Trust Certificateholder to any and all benefits to which such Trust

Certificateholder may be entitled as provided in this Agreement, together with the obligations of such Trust Certificateholder to comply with all the terms and provisions of this Agreement.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Issuer” means the BMW Vehicle Lease Trust 2018-1, and its successors.

“Issuer Administration Agreement” means that certain issuer administration agreement, dated as of October 17, 2018, among the Issuer, the Indenture Trustee, the Transferor and the Administrator, as amended or supplemented from time to time.

“Issuer SUBI Certificate Transfer Agreement” means that certain issuer SUBI certificate transfer agreement, dated as of October 17, 2018, between the Transferor and the Issuer, as amended or supplemented from time to time.

“Note” means any of the $189,000,000 Class A-1 Notes, $355,500,000 Class A-2 Notes, $355,500,000 Class A-3 Notes or $100,000,000 Class A-4 Notes.

“Noteholder” means the registered holder of a Note.

“Offered Securities” means the Notes.

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Agreement, be employees of or counsel to the Transferor, the Administrator or any of their respective Affiliates, and who shall be satisfactory to the Owner Trustee and which opinion or opinions shall be addressed to the Owner Trustee and be in form and substance satisfactory to the Owner Trustee. Opinions of Counsel need to address matters of law only, and may be based upon stated assumptions as to relevant matters of fact.

“Optional Purchase” has the meaning set forth in Section 2.19 of the Servicing Agreement.

“Optional Purchase Price” has the meaning set forth in Section 2.19 of the Servicing Agreement.

“Outstanding Amount” has the meaning ascribed to the term in the Indenture.

“Owner Corporate Trust Office” means the principal office of the Owner Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1600; or at such other address as the Owner Trustee may designate from time to time by notice to the Trust Certificateholders and the Indenture Trustee, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor Owner Trustee shall notify the Trust Certificateholders and the Indenture Trustee).

“Owner Trust Estate” has the same meaning as “Trust Estate” under the Indenture.

“Paying Agent” means any paying agent or co‑paying agent appointed pursuant to Section 3.09, and shall initially be U.S. Bank National Association.

“Qualified Institutional Buyer” has the meaning ascribed thereto in Rule 144A.

“Rating Agency Condition” has the meaning set forth in the Indenture.

“Rating Event” has the meaning set forth in the Indenture.

“Record Date” means, with respect to any Payment Date, the close of business on the Business Day immediately preceding such Payment Date.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting releases (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (Sept. 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Reserve Fund” means the account established pursuant to Section 8.02(a) of the Indenture.

“Responsible Officer” means, with respect to the Owner Trustee, any officer in the corporate trust department of the Owner Trustee with direct responsibility for the administration of this Agreement.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Information” means information requested of the Transferor, in connection with the proposed transfer of a Trust Certificate, to satisfy the requirements of paragraph (d)(4) of Rule 144A.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Securities Act” means the Securities Act of 1933, as amended.

“Security” means either a Note or a Trust Certificate, as the context may require.

“Securityholder” means each registered holder of a Security.

“Servicing Agreement” means the Basic Servicing Agreement as supplemented by that certain supplement, dated as of October 17, 2018, among the parties to the Basic Servicing Agreement, as amended or supplemented from time to time.

“Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §3801 et seq., as the same may be amended from time to time.

“SUBI Trust Agreement” means the Vehicle Trust Agreement as supplemented by that certain supplement, dated as of October 17, 2018, among the parties to the Vehicle Trust Agreement, as amended or supplemented from time to time.

“Transferor” means initially, BMW Auto Leasing LLC, a Delaware limited liability company.

“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“Trust Certificateholder” means the Person in whose name a Trust Certificate is registered on the Certificate Register.

“Trust Certificates” means the Asset Backed Certificates issued pursuant to this Agreement, substantially in the form of Exhibit A.

“Underwriter” means SG Americas Securities, LLC, as representative for the several underwriters pursuant to the Underwriting Agreement.

“Underwriting Agreement” means that certain underwriting agreement, dated October 10, 2018, among the Underwriter, the Transferor and BMW FS.

“Vehicle Trust” means Financial Services Vehicle Trust, a Delaware statutory trust.

“Vehicle Trust Agreement” means that certain trust agreement, dated as of August 30, 1995, as amended and restated as of September 27, 1996, as further amended as of May 25, 2000 and December 1, 2006, between 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 trustee.

“Vehicle Trustee” means BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), in its capacity as trustee of the Vehicle Trust, or any successor thereto in such capacity.

Section 1.02. Interpretive Provisions.

(a) For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein”, “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, article or section within this Agreement, (iii) references to a section such as “Section 1.01” and the like shall refer to the applicable section of this Agreement and (iv) the term “include” and all variations thereof shall mean “include without limitation”.

(b) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control.

ARTICLE TWO

ORGANIZATION

Section 2.01. Name and Status. The trust continued hereby shall be known as “BMW Vehicle Lease Trust 2018-1”, in which name the Issuer may engage in activities as permitted by the Basic Documents, make and execute contracts and other instruments and sue and be sued, to the extent provided herein. It is the intention of the parties hereto that the Issuer shall be a statutory trust under the Statutory Trust Statute, and that this Agreement shall constitute the governing instrument of that statutory trust.

Section 2.02. Office. The chief executive office and principal place of business of the Issuer shall be in care of the Owner Trustee, initially at the Owner Corporate Trust Office and thereafter at such other address as the Owner Trustee may designate by written notice to the Trust Certificateholders and the Transferor.

Section 2.03. Purposes and Powers.

(a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement.

(b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities:

(i) to issue the Notes pursuant to the Indenture, the Trust Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Transferor;

(ii) to acquire the 2018-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, in exchange for the Notes and the Trust Certificate;

(iii) to pay interest on and principal of the Notes and distributions on the Trust Certificates;

(iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture;

(v) to enter into and perform its obligations under the Basic Documents to which the Issuer is a party;

(vi) to engage in other transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and

(vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Trust Certificateholders and the Noteholders.

(c) The Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Section 2.04. Appointment of Owner Trustee. The Transferor hereby appoints the Owner Trustee as trustee of the Issuer effective as of the date hereof, to have all the rights, powers and duties set forth herein, and the Owner Trustee hereby accepts such appointment. All actions taken by the Owner Trustee are solely in its capacity as owner trustee, and not in an individual capacity.

Section 2.05. Initial Capital Contribution of Owner Trust Estate. The Transferor hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as of the date hereof, the sum of $1.00. The Owner Trustee hereby acknowledges receipt in trust from the Transferor, as of the date hereof, of the foregoing contribution, which shall constitute the initial Owner Trust Estate and shall be deposited in the Certificate Distribution Account. The Transferor shall pay organizational expenses of the Issuer as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

Section 2.06. Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the sole purpose of conserving the Owner Trust Estate and collecting and disbursing the periodic income therefrom for the use and benefit of the Trust Certificateholders, who are intended to be

“beneficial owners” within the meaning of the Statutory Trust Statute, subject to the Lien of the Indenture Trustee and the obligations of the Issuer under the Basic Documents. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and under Delaware law for the sole purpose and to the extent necessary to accomplish the purpose of the Issuer as set forth in Sections 2.03(a) and 2.03(b).

Section 2.07. Liability of the Transferor.

The Transferor or any subsequent transferee, as holder of the Trust Certificate, shall defend, indemnify and hold harmless the Issuer, the Owner Trustee and each Paying Agent from and against any and all taxes that may at any time be asserted against the Issuer or the Owner Trustee with respect to the transactions contemplated herein, including any sales, use, gross receipts, general corporation, tangible personal property, privilege, license or income taxes, taxes on or measured by income or any state or local taxes assessed on the Issuer, the Owner Trustee or any Paying Agent resulting from the location of assets of the Issuer or the presence of the Owner Trustee or any Paying Agent and costs and Expenses in defending against the same; provided, however, that the foregoing indemnity shall not include income taxes on any fees payable to, or Expenses reimbursed to, the Owner Trustee or any Paying Agent.

Section 2.08. Title to Trust Property. Legal title to the Owner Trust Estate shall be vested at all times in the Issuer as a separate legal entity, except where applicable law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee, in which case title shall be deemed to be vested in the Owner Trustee, on behalf of the Issuer, a co‑trustee or a separate trustee, as the case may be.

Section 2.09. Situs of Issuer. The Issuer shall be located and administered in the State of Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Issuer shall be located in Delaware or New York. The Issuer shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments shall be received by the Issuer only in Delaware or New York and payments shall be made by the Issuer only from Delaware or New York. The only office of the Issuer shall be at the Owner Corporate Trust Office.Section 2.10. Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Owner Trustee that:

(a) Organization and Good Standing. The Transferor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

(b) Due Qualification. The Transferor is duly qualified to do business as a limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualifications except when the failure to have any such license, approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the

Transferor or would not have a material adverse effect on the ability of the Transferor to perform its obligations under this Agreement.

(c) Power and Authority. The Transferor has (i) the power and authority to execute and deliver this Agreement and to carry out its terms; (ii) good title to and is the sole legal and beneficial owner of the 2018-1 SUBI Certificate, free and clear of Liens and claims; (iii) full power and authority to transfer the 2018-1 SUBI Certificate to and deposit the same with the Issuer; (iv) duly authorized such transfer and deposit to the Issuer by all necessary action; and (v) duly authorized the execution, delivery and performance of this Agreement by all necessary action.

(d) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Transferor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law.

(e) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement do not conflict with or breach any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any material indenture, agreement or other instrument to which the Transferor is a party or by which it shall be bound; nor result in the creation or imposition of any material Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement); nor violate any law or, to the best of the Transferor’s knowledge, any order, rule or regulation applicable to the Transferor of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferor or its properties.

(f) No Proceedings. There are no proceedings or investigations pending, or to the Transferor’s knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents; (ii) seeking to prevent the issuance of the Notes or the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents; (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Transferor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents; or (iv) relating to the Transferor and that might adversely affect the federal income tax or state income or franchise tax attributes of the Notes or the Trust Certificates.

ARTICLE THREE

TRUST CERTIFICATES
AND TRANSFER OF INTERESTS

Section 3.01. Initial Ownership. Upon the formation of the Issuer by the contribution by the Transferor pursuant to Section 2.05 and until the issuance of the Trust Certificates, the Transferor shall be the sole beneficiary of the Issuer.

Section 3.02. The Trust Certificates. The Trust Certificates shall be substantially in the form set forth in Exhibit A. Except for the issuance of the Trust Certificate to the Transferor, no Trust Certificate may be sold, pledged or otherwise transferred to any Person except in accordance with Section 3.04 and Section 3.10, as applicable, and any attempted sale, pledge or transfer in violation of Section 3.04 or Section 3.10, as applicable, shall be null and void.

The Trust Certificates may be in printed or in typewritten form, and may be executed on behalf of the Issuer by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuer, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04, the transferee of such Trust Certificate shall become a Trust Certificateholder, and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon due registration of such Trust Certificate in such transferee’s name pursuant to Section 3.04.

Section 3.03. Authentication and Delivery of Trust Certificates. Concurrently with the transfer of the 2018-1 SUBI Certificate to the Issuer, the Owner Trustee shall cause to be executed, on behalf of the Issuer, Trust Certificates representing 100% of the Certificate Percentage Interest, authenticated and delivered to or upon the written order of the Transferor, in authorized denominations. No Trust Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Security a certificate of authentication, substantially in the form set forth in Exhibit A, executed by the Owner Trustee or its Authenticating Agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, execution and delivery pursuant to the terms hereof, the Trust Certificates shall be entitled to the benefits of this Agreement.

Section 3.04. Registration of Transfer and Exchange.

(a) The Certificate Registrar shall cause to be kept a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Trust Certificates and, if and to the extent transfers and exchanges are permitted pursuant to Section 3.04(b), the registration of transfers of Trust

Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. U.S. Bank National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Certificate Registrar, the Owner Trustee shall promptly appoint a successor.

(b) Each Trust Certificate shall bear a legend regarding reoffers, resales, pledges and transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Administrator (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law.

As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Transferor and the Certificate Registrar the following:

(i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over‑the‑counter‑market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.

(ii) It will be the beneficial owner of the Trust Certificate and it either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates.

(iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Percentage Interest of at least 5%, (B) it causes its proposed transferee to provide to the Issuer, the Certificate Registrar and the Underwriter a letter substantially in the form of Exhibit C hereto, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless, after consulting counsel, the Transferor determines that such transfer would create a risk that the Issuer or the Vehicle Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates, or trust certificates of any related issuer, in the aggregate to exceed 99 (provided that, each separate entity will be considered as a single registered holder, regardless of the number of trust certificates held by such entity) or (2) the number of holders of direct or indirect interests in the Vehicle Trust to exceed 50, shall be a void transfer.

(iv) It understands that the Opinion of Counsel to the Issuer that the Issuer is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above.

(v) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan.

(vi) It is a Person who is either (A)(1) a citizen or resident of the United States or (2) a corporation or partnership (including any entity treated as a corporation or partnership for U.S. income tax purposes) organized in or under the laws of the United States, any state or the District of Columbia or (B) an estate the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more U.S. Persons (as such term is defined in the Code) have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non‑foreign status signed under penalty of perjury (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor, the Owner Trustee and the Certificate Registrar).

(vii) It understands that any purported transfer of any Trust Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Issuer or any other Person as a Trust Certificateholder for any purpose.

(viii) No transfer of a Certificate or any interest therein shall be made unless each prospective transferee represents and warrants, with respect to itself and each prospective beneficial owner of the Certificate, that it is not a member of an “expanded group” (within the meaning of the Treasury Regulations issued under Section 385 of the Code) that includes a domestic corporation (as determined for U.S. federal income tax purposes) or a “controlled partnership” (within the meaning of Treasury Regulations issued under Section 385 of the Code) of such expanded group where any member of such “expanded group” directly or indirectly (through one or more entities that are treated for U.S. federal income tax purposes as partnerships, disregarded entities, or grantor trusts) owns Notes.

(c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Transferor, the Issuer and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following:

(i) Such transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is

purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the transferor thereof executes and delivers to the Transferor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Transferor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C.

(ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Transferor, the Certificate Registrar or the Underwriter, delivers an Opinion of Counsel in form and substance satisfactory to the Transferor and the Underwriter.

(iii) Such transfer is to an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such transfer is in accordance with any applicable securities laws of any State or any other jurisdiction, and such investor executes and delivers to the Issuer and the Certificate Registrar an investment letter substantially in the form attached as Exhibit D.

(d) Upon surrender for registration of transfer or exchange of any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or exchange, the Owner Trustee shall execute and shall, or shall cause the Authenticating Agent to, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate face amount dated the date of such authentication or the Trust Certificates that the Trust Certificateholder making the exchange is entitled to receive, as the case may be.

The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8 BEN, W-8 ECI or W‑9 (or successor form) or such other form and such other documentation as may be reasonably required in form satisfactory to the Certificate Registrar duly executed by the Trust Certificateholder or such Person’s attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates.

The Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Transferor as to such retention or destruction.

No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder.

(e) The provisions of this Section generally are intended, among other things, to prevent the Issuer from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704‑1(e) and (h), and the Transferor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate.

The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register any transfer or exchange of Trust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.

Section 3.05. Mutilated, Destroyed, Lost or Stolen Trust Certificates. If any mutilated Trust Certificate is surrendered to the Certificate Registrar, or if the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Trust Certificate and there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then (and in the absence of notice that such Trust Certificate has been transferred to or is in the possession of a third party purchaser), provided that the requirements of Section 8‑405 of the UCC are met, the Owner Trustee on behalf of the Issuer shall execute and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and denomination. In connection with the issuance of any new Trust Certificate pursuant to this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the Issuer as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time.

Section 3.06. Persons Deemed Trust Certificateholders. Prior to due presentation of a Trust Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar, any Paying Agent and any of their respective agents may treat the Person in whose name any Trust Certificate is registered in the Certificate Register as the owner of such Trust Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar, any Paying Agent or any of their respective agents shall be affected by any notice to the contrary.

Section 3.07. Access to List of Trust Certificateholders’ Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Servicer and the Transferor, or to the Indenture Trustee or the Owner Trustee, as the case may be, within 15 days after receipt by the Certificate Registrar of a request therefor from the Servicer, the Transferor, the Indenture Trustee or the Owner Trustee in writing, a list, in such form as the requesting party may reasonably request, of the names and addresses of the Trust Certificateholders as of the most recent Record Date. If (i) two or more Trust Certificateholders or (ii) one or more Trust Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest

apply in writing to the Certificate Registrar, and such application states that the applicants desire to communicate with other Trust Certificateholders with respect to their rights under this Agreement or under the Trust Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Certificate Registrar shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the current list of Trust Certificateholders. Each Trust Certificateholder, by receiving and holding a Trust Certificate, shall be deemed to have agreed not to hold either the Transferor, the Certificate Registrar, the Owner Trustee or the Indenture Trustee, as the case may be, accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

Section 3.08. Maintenance of Office or Agency. The Trust shall cause the Certificate Registrar to maintain, at the Corporate Trust Office or such other location in Minnesota or Illinois chosen by the Certificate Registrar, an office or offices or agency or agencies where Trust Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Trust in respect of the Trust Certificates and the Basic Documents may be served. The Trust initially designates the Corporate Trust Office of U.S. Bank National Association, a national banking association, solely for the purposes of the transfer, surrender or exchange of the Trust Certificates, as its office for such purposes. The Owner Trustee on behalf of the Trust shall give prompt written notice to the Transferor and the other Trust Certificateholders of any change in the location of the Certificate Register or any such office or agency.

Section 3.09. Appointment of Paying Agent. The Paying Agent shall make distributions to Trust Certificateholders pursuant to Section 5.02, and shall report the amounts of such distributions to the Owner Trustee in accordance with the Payment Date Certificate delivered in accordance with Section 8.03 of the Indenture. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Paying Agent initially shall be U.S. Bank National Association. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Agreement in any material respect. Any co‑paying agent chosen by the Transferor and acceptable to the Owner Trustee shall also be a Paying Agent. Each Paying Agent may resign upon 30 days’ written notice to the Owner Trustee. In the event that a Paying Agent may no longer act as Paying Agent, the Transferor, with the consent of the Owner Trustee, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Trust Certificateholders in trust for the benefit of the Trust Certificateholders entitled thereto until such sums are paid to the Transferor or such Trust Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the

Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder.

Section 3.10. Ownership of Trust Certificate. On the Closing Date, the Transferor shall acquire beneficial and record ownership of the Trust Certificate. Upon a dissolution or termination of the Transferor, the Trust Certificates held by it shall be distributed to BMW FS without regard to the provisions of Section 3.02. The Owner Trustee shall cause the Trust Certificate to bear a legend stating to the extent permitted by applicable law: “THIS TRUST CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN THE EVENT OF THE DISSOLUTION, TERMINATION OR BANKRUPTCY OF THE HOLDER HEREOF, AND ANY TRANSFER IN VIOLATION OF THIS PROVISION SHALL BE NULL AND VOID”.

Section 3.11. Trust Certificates held by Issuer, Transferor or their Affiliates. Any Trust Certificates owned by the Issuer, the Transferor or any of their respective Affiliates shall be entitled to the benefits under this Agreement equally and proportionately to the benefits afforded other owners of the Trust Certificates, except that such Trust Certificates shall be deemed not to be outstanding for the purpose of determining whether the requisite percentage of Securityholders have given any request, demand, authorization, direction, notice, consent or other action under the Basic Documents (other than the commencement by the Issuer of a voluntary proceeding in bankruptcy).ARTICLE FOUR

ACTIONS BY OWNER TRUSTEE

Section 4.01. Prior Notice to Trust Certificateholders with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless the Owner Trustee has notified the Trust Certificateholders and the Administrator in writing of the proposed action at least 30 days before the taking of such action and Trust Certificateholders representing at least 50% of the aggregate Certificate Percentage Interest have not notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Trust Certificateholders have withheld consent or provided alternative direction:(a) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than an action brought by the Servicer on behalf of the Vehicle Trust and Persons having interests in the 2018-1 SUBI Certificate to collect amounts owed under a 2018-1 Lease or in respect of a 2018-1 Vehicle);

(b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute);

(d) the amendment of the Indenture in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interests of the Trust Certificateholders;

(e) the amendment of any other Basic Document unless such amendment does not materially and adversely affect the interests of the Trust Certificateholders;

(f) the amendment, change or modification of the Issuer Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Trust Certificateholders; or

(g) the appointment of a successor Owner Trustee or Indenture Trustee.

Section 4.02. Action by Trust Certificateholders with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, to the extent the Owner Trustee or the Issuer is deemed to be the Holder of the 2018-1 SUBI Certificate pursuant to the 2018-1 SUBI Supplement, the Owner Trustee or Issuer, as the case may be, shall take such actions as directed in writing by Trust Certificateholders holding Trust Certificates evidencing an interest of at least 66²/₃% of the aggregate Certificate Percentage Interest; provided, however, that so long as the Lien of the Indenture is outstanding, such direction shall be subject to the consent of the Indenture Trustee, acting at the direction of the Majority Noteholders. The Owner Trustee may not, except upon the occurrence of a Servicer Default subsequent to the payment in full of the Notes and in accordance with the written directions of Trust Certificateholders evidencing 66²/₃% of the aggregate Certificate Percentage Interest, remove the Servicer, with respect to the 2018-1 SUBI Assets or appoint a successor Servicer, with respect thereto.

Section 4.03. Action by Owner Trustee with Respect to Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy with respect to the Issuer except in accordance with Section 12.08.

Section 4.04. Restrictions on Trust Certificateholders’ Power. The Trust Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the other Basic Documents or would be contrary to the purpose of the Issuer as set forth in Section 2.03 or which could result in the trust being treated as an entity separate from the Transferor, association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, nor shall the Owner Trustee be obligated to follow any such direction, if given.

Section 4.05. Majority Control. Except as expressly provided herein, any action that may be taken by the Trust Certificateholders under this Agreement may be taken by the Trust Certificateholders holding not less than a majority of the aggregate Certificate Percentage Interest. Except as expressly provided herein, any written notice of the Trust Certificateholders delivered pursuant to this Agreement shall be effective if signed by Trust Certificateholders holding not less than a majority of the aggregate Certificate Percentage Interest at the time of delivery of such notice.

ARTICLE FIVE

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01. Establishment of Certificate Distribution Account; Deposit Into Reserve Fund.

(a) The Owner Trustee, for the benefit of the Trust Certificateholders, shall establish and maintain (or cause the Indenture Trustee to establish and maintain) a trust account at an Eligible Institution in the name of the Issuer which shall be designated the “Certificate Distribution Account”. The Certificate Distribution Account shall be held in trust for the benefit of the Trust Certificateholders, and shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Certificateholders. The Certificate Distribution Account initially shall be established with the corporate trust department of U.S. Bank National Association.

The Issuer shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Trust Certificateholders. If at any time the Certificate Distribution Account ceases to be held at an Eligible Institution, the Owner Trustee shall, if directed to do so by the Transferor in writing, establish a new Certificate Distribution Account at an Eligible Institution and transfer any cash or investments to such new Certificate Distribution Account.

(b) Pursuant to Section 8.02(a) of the Indenture, the Issuer has established and the Indenture Trustee will maintain a trust account at an Eligible Institution in the name of the Indenture Trustee until the Outstanding Amount is reduced to zero, which is designated as the “Reserve Fund.” On the Closing Date, the Transferor shall cause the Initial Deposit to be deposited into the Reserve Fund from the net proceeds of the sale of the Notes and the Trust Certificates.

Section 5.02. Application of Trust Funds.

(a) On each Payment Date, the Paying Agent on behalf of the Owner Trustee shall distribute to Trust Certificateholders all amounts deposited in the Certificate Distribution Account pursuant to Section 8.04 of the Indenture with respect to such Payment Date.

(b) [Reserved].

(c) On each Payment Date, the Paying Agent on behalf of the Owner Trustee shall send to each Trust Certificateholder a report (the “Distribution Statement”) provided by the Servicer (in the manner set forth in Section 8.03 of the Indenture), based on information in the Payment Date Certificate delivered pursuant to Section 8.03 of the Indenture, that shall include the information provided in such Payment Date Certificate.

The information required to be delivered by such Distribution Statement may be included with other information or reports furnished by the Servicer to the Owner Trustee in connection with the making of payments pursuant to the other Basic Documents.

(d) In the event that any withholding tax is imposed on the Issuer’s payment (or, if the Issuer is treated as a partnership for federal income tax purposes, allocations of income) to a Trust Certificateholder, such tax shall reduce the amount otherwise distributable to such Trust Certificateholder in accordance with this Section. The Owner Trustee shall authorize and direct Paying Agent to retain from amounts otherwise distributable to such Trust Certificateholders, sufficient funds for the payment of any withholding tax that is legally owed by the Issuer (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Trust Certificateholder shall be treated as cash distributed to such Trust Certificateholders, at the time it is withheld by the Issuer for remittance to the appropriate taxing authority. If the Owner Trustee determines that there is a possibility that withholding tax is payable with respect to a distribution, the Owner Trustee may, in its sole discretion, direct the Paying Agent to withhold such amounts in accordance with this Section. In the event that a Trust Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Trust Certificateholder in making such claim so long as such Trust Certificateholder agrees to reimburse the Owner Trustee for any out‑of‑pocket expenses incurred.

Section 5.03. Method of Payment. Subject to Section 9.01(c) respecting the final payment upon retirement of the Trust Certificates, distributions required to be made to Trust Certificateholders on any Payment Date shall be made to each Trust Certificateholder of record on the related Record Date by wire transfer or by check mailed to the addresses of such Trust Certificateholders as they appear on the Certificate Register. Notwithstanding the foregoing, the final payment on the Trust Certificates shall be made only upon presentation and surrender of such Trust Certificates at the office or agency specified in the notice of final payment to the Trust Certificateholders. The Owner Trustee or a Paying Agent shall, upon receipt of at least 45 days’ notice from the Issuer or the Administrator as set forth in the Indenture, provide such notice to the Trust Certificateholder of record not more than 30 days and not less than 15 days prior to the date on which such final payment is expected to occur.

Section 5.04. Accounting and Reports.

(a) The Owner Trustee shall, based on information provided by the Transferor, (i) maintain (or cause to be maintained) the books of the Issuer on a calendar year basis on the accrual method of accounting (except as required by Article Eleven), and (ii) in addition to the Owner Trustee’s rights under Section 5.02, take such action as instructed by the Transferor, as holder of the Trust Certificate, to collect or cause to be collected and paid over to applicable authorities any withholding tax as described in and in accordance with Section 5.02 and Article Eleven with respect to income or distributions to Trust Certificateholders. The Owner Trustee shall make all elections pursuant to Article Eleven as directed by the Transferor.

(b) The Transferor shall maintain such books and records, and shall prepare and file such reports and returns, as are required pursuant to this Section and Section 11.01.

ARTICLE SIX

AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01. General Authority. The Owner Trustee shall administer the Issuer in the interest of the Trust Certificateholders, subject to the Lien of the Indenture Trustee, in accordance with the Basic Documents. Subject to the provisions and limitations of Sections 2.03 and 2.06, the Owner Trustee is authorized and directed to execute and deliver on behalf of the Issuer the Basic Documents to which the Issuer is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Issuer is to be a party, in each case in such form as the Transferor shall approve as evidenced conclusively by the Owner Trustee’s execution thereof and the Transferor’s execution of this Agreement, and to direct the Indenture Trustee to authenticate and deliver Notes in the aggregate principal amount not to exceed $1,000,000,000 (except as otherwise contemplated by Section 3.05). In addition to the foregoing, the Owner Trustee is authorized but shall not be obligated to take all actions required of the Issuer pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action on behalf of the Issuer as is permitted by the Basic Documents and that the Servicer or the Administrator instructs in writing with respect to the Basic Documents, except to the extent this Agreement expressly requires the consent of the Trust Certificateholders for such action. The Owner Trustee shall not be liable for following such instruction.

Section 6.02. General Duties. Subject to the provisions and limitations of Sections 2.03 and 2.06, it shall be the duty of the Owner Trustee to discharge or cause to be discharged all of its responsibilities pursuant to the terms of the Basic Documents to which the Issuer is a party and to administer the Issuer in the interest of the Trust Certificateholders, subject to the Lien of the Indenture Trustee, and in accordance with provisions of the Basic Documents. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Issuer Administration Agreement to perform any act or to discharge any duty of the Issuer or the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Issuer Administration Agreement.

Section 6.03. Action Upon Instruction.

(a) Subject to Article Four, the Transferor, as holder of the Trust Certificate, may by written instruction direct the Owner Trustee in the administration of the Issuer subject to, and in accordance with, the terms of the Basic Documents; provided that such instruction shall not, materially adversely affect any Securityholder.

(b) The Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined,

or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee, is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law or any obligation of the Owner Trustee or the Issuer.

(c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the holder of the Trust Certificate requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of Trust Certificateholders holding at least a majority of the Certificate Percentage Interest in the Trust Certificates, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice as may be necessary under the circumstances), it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Basic Documents as it shall deem to be in the best interests of the Trust Certificateholders, and shall have no liability to any Person for such action or inaction.

(d) In the event the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement or any other Basic Document permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Transferor, as holder of the Trust Certificate requesting instruction and, to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received from Transferor, as holder of the Trust Certificate and in accordance with Sections 6.04 and 6.05, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Trust Certificateholders, and shall have no liability to any Person for such action or inaction.

(e) Notwithstanding the foregoing, the right of the Transferor or the Trust Certificateholders to take any action affecting the Owner Trust Estate shall be subject to the rights of the Indenture Trustee under the Indenture.

Section 6.04. No Duties Except as Specified. The Owner Trustee shall not be required to perform any of the obligations of the Issuer under this Agreement or the other Basic Documents that are required to be performed by (i) the Servicer under the Servicing Agreement or the SUBI Supplement, (ii) the Transferor under this Agreement, the SUBI Certificate Transfer Agreement or the Back-Up Security Agreement, (iii) the Administrator under the

Issuer Administration Agreement or (iv) the Indenture Trustee under the Indenture. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Issuer is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03; and no implied duties or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any ownership or security interest in the Owner Trust Estate or to record this Agreement or any other Basic Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens (other than the Lien of the Indenture) on any part of the Owner Trust Estate that result from actions by or claims against the Owner Trustee in its individual capacity that are not related to the ownership or the administration of the Owner Trust Estate.

Section 6.05. No Action Unless Specifically Authorized. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with (i) the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) the other Basic Documents to which the Issuer or the Owner Trustee is a party and (iii) any document or instruction delivered to the Owner Trustee pursuant to Section 6.03. In particular, the Owner Trustee shall not transfer, sell, pledge, assign or convey the 2018-1 SUBI Certificate except as specifically required or permitted by the Basic Documents.

Section 6.06. Restrictions. The Owner Trustee shall not take any action (i) that is contrary to the purposes of the Issuer set forth in Section 2.03 or (ii) that, to the actual knowledge of the Owner Trustee, would (a) affect the treatment of the Notes as debt for federal income tax purposes, (b) be deemed to cause a taxable exchange of the Notes or the Trust Certificates for federal income tax purposes or (c) cause the Issuer, the Transferor or the Vehicle Trust or any portion thereof to be taxable as an association (or a publicly traded partnership) taxable as a corporation for federal or state income or franchise tax purposes. The Trust Certificateholders and the Transferor shall not direct the Owner Trustee to take action that would violate the provisions of this Section. The Owner Trustee may not (i) initiate or settle any claim or lawsuit involving the Issuer (unless brought by the Servicer to collect amounts owed under a 2018-1 Lease), (ii) amend this Agreement where Trust Certificateholder consent is required, (iii) amend this Agreement where Trust Certificateholder consent is not required if such amendment materially adversely affects the Trust Certificateholders or (iv) amend any Basic Document other than this Agreement if such amendment materially adversely affects the Trust Certificateholders, unless (a) the Owner Trustee provides 30 days’ written notice thereof to the Trust Certificateholders and the Administrator and (b) Trust Certificateholders evidencing at least 50% of the aggregate Certificate Percentage Interest do not object in writing to any such proposed amendment within 30 days of such notice. Notwithstanding anything herein to the contrary, the Transferor, the Servicer and their respective Affiliates may maintain normal commercial banking relationships with the Owner Trustee and its Affiliates.

Section 6.07. Owner Trustee to Provide Information. The Owner Trustee shall provide prompt notice to BMW Financial Services NA, LLC and BMW Auto Leasing LLC (each, a “BMW Party,” and together, the “BMW Parties”) of all demands communicated to the Owner Trustee for the repurchase or replacement of any 2018-1 Lease and 2018-1 Vehicle for breach of the representations and warranties concerning such 2018-1 Lease or 2018-1 Vehicle (each, a “Demand”). Subject to Section 6.03 of this Agreement, the Owner Trustee shall have no obligation to take any other action with respect to a Demand, other than as set forth in the immediately preceding sentence. However, the Owner Trustee shall, upon written request of either BMW Party, provide notification to the BMW Parties with respect to any actions taken by the Owner Trustee, if any, with respect to any such demand communicated to the Owner Trustee in respect of any 2018-1 Lease or 2018-1 Vehicle, such notifications to be provided by the Owner Trustee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Owner Trustee and the applicable BMW Party. Such notices shall be provided to the BMW Parties at (i) BMW Financial Services NA, LLC at 300 Chestnut Ridge Road, Woodcliff Lake, NJ 07677, Attention: General Counsel, or at such other address or by such other means of communication as may be specified by BMW Financial Services NA, LLC to the Owner Trustee from time to time, and (ii) BMW Auto Leasing LLC at 300 Chestnut Ridge Road, Woodcliff Lake, NJ 07677, Attention: General Counsel, or at such other address or by such other means of communication as may be specified by BMW Auto Leasing LLC to the Owner Trustee from time to time. The Owner Trustee and the Issuer acknowledge and agree that the purpose of this Section 6.07 is to facilitate compliance by the BMW Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). In no event shall the Owner Trustee have any responsibility or liability in connection with any filing required to be made by a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB or with any BMW Parties’ compliance with the Repurchase Rules and Regulations.

ARTICLE SEVEN

CONCERNING THE OWNER TRUSTEE

Section 7.01. Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents to which the Issuer or the Owner Trustee is a party. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 made by the Owner Trustee. In particular, but not by way of limitation, and subject to the exceptions set forth in the preceding sentence:

(a) the Owner Trustee shall not be liable for any error in judgment of a an officer or employee of the Owner Trustee;

(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator or the Servicer;

(c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or the Trust Certificates;

(e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event be deemed to have assumed or incurred any liability, duty or obligation to any Securityholder or any third party dealing with the Issuer or the Owner Trust Estate, other than as expressly provided for herein and in the other Basic Documents;

(f) the Owner Trustee shall not be liable for the misfeasance, malfeasance or nonfeasance of the Servicer, the Administrator, the Transferor or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Issuer or the Transferor under this Agreement or the Basic Documents or that are required to be performed by the Certificate Registrar and the Paying Agent under this Agreement, the Servicer under the Servicing Agreement or the SUBI Trust Agreement, the Administrator under the Issuer Administration Agreement or the Indenture Trustee under the Indenture;

(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Trust Certificateholders unless such Trust Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the Expenses that may be incurred by the Owner Trustee therein or thereby; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its bad faith, gross negligence or willful misconduct in the performance of any such act;

(h) the Owner Trustee shall not have any obligation or duty to supervise or monitor the performance of any other person and shall have no liability for the failure of any other person to perform its obligations or duties under the Basic Documents or otherwise;

(i) the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event;

(j) the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); it being understood that the Owner Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances;

(k) to the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the Owner Trustee shall not be personally liable for (x) special, consequential or punitive damages, however styled, including, without limitation, lost profits or (y) the acts or omissions of any nominee, correspondent, clearing agency or securities depository through which it holds the Issuer’s securities or assets;

(l) it shall be the Administrator's duty and responsibility, and not the Owner Trustee's duty or responsibility, to cause the Issuer to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business; and

(m) for the avoidance of doubt, the Owner Trustee shall not have any duty or obligation to monitor or enforce the Sponsor’s compliance with any applicable risk retention rules or regulations. The Owner Trustee shall not be charged with knowledge of any such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of any such rules or regulations.

Section 7.02. Doing Business in Other Jurisdictions. Notwithstanding anything contained herein to the contrary, neither Wilmington Trust, National Association nor the Owner Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by Wilmington Trust, National Association; or (iii) subject Wilmington Trust, National Association to personal jurisdiction in any jurisdiction other

than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by Wilmington Trust, National Association or the Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Transferor) to determine whether any action required to be taken pursuant to the Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee will appoint an additional trustee pursuant to Section 10.05 hereof to proceed with such action.

Section 7.03. Furnishing of Documents. The Owner Trustee shall furnish to any Trust Certificateholder promptly upon receipt of a written request by such Trust Certificateholder (at the expense of the requesting Trust Certificateholder) therefor, duplicates or copies of all reports, notices, requests, demands, certificates and any other instruments furnished to the Owner Trustee under the Basic Documents.

Section 7.04. Representations and Warranties. The Owner Trustee hereby represents and warrants to the Transferor and the Trust Certificateholders, that:

(a) It is a national banking association duly organized and validly existing in good standing under the laws of the United States of America. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(b) It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.

(c) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the creation or imposition of any Lien, charge or encumbrance on the Owner Trust Estate resulting from actions by or claims against the Owner Trustee individually that are unrelated to this Agreement or the other Basic Documents.

(d) This Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding agreement of it, enforceable against the Owner Trustee in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Section 7.05. Reliance; Advice of Counsel.

(a) The Owner Trustee may rely upon, shall be protected in relying upon and shall incur no liability to anyone in acting or refraining from acting upon, any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a Board Resolution or documents of any other governing body of any corporate party as conclusive evidence that such Board Resolution or other document has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president, any vice president, the treasurer, any assistant treasurer or any other authorized officers of the relevant party as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement and the other Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountants or other such Persons and not contrary to this Agreement or any other Basic Document.

Section 7.06. Not Acting in Individual Capacity. Except as provided in this Article, in accepting the trusts hereby created, Wilmington Trust, National Association acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.

Section 7.07. Owner Trustee Not Liable for Trust Certificates. The recitals contained herein and in the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust Certificates and its representations and warranties in Section 7.03) shall be taken as the statements of the Transferor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, any other Basic Document or the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust Certificates) or the Notes or any offering document relating to either of them. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity or enforceability of any Basic Document to which the Owner Trustee is to be a party (except for enforceability against the Owner Trustee), or the perfection and priority of any security interest created by or under any Basic Document, or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to Trust Certificateholders or to the

Noteholders under the Indenture, or the validity of the transfer of the 2018-1 SUBI Certificate to the Issuer, or for the compliance by the Transferor, the Administrator or the Servicer with any warranty or representation made under any Basic Document or for the accuracy of any such warranty or representation or for any action of the Administrator, the Servicer or the Indenture Trustee taken in the name of the Owner Trustee.

Section 7.08. Owner Trustee May Own Trust Certificates and Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee of Trust Certificates or Notes and may deal with the Transferor, the Servicer, the Administrator, the Indenture Trustee and their respective Affiliates, in banking transactions with the same rights as it would have if it were not the Owner Trustee.

ARTICLE EIGHT

COMPENSATION OF OWNER TRUSTEE

Section 8.01. Owner Trustee’s Compensation and Indemnification.

(a) The Owner Trustee, the Certificate Registrar and any Paying Agent shall receive as compensation from the Issuer for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor or the Administrator and the Owner Trustee, the Certificate Registrar or the Paying Agent, and the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (collectively, the “Indemnified Parties”) shall be indemnified by the Issuer from and against, any Expenses (other than overhead), including but not limited to the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Issuer, that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Issuer shall not be liable for or required to indemnify any Indemnified Party from and against Expenses arising or resulting from any of the matters described in items (i) or (ii) of the third sentence of Section 7.01 or for any income taxes on any fees payable to any Indemnified Party as set forth in Section 2.07. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee, the Certificate Registrar or any Paying Agent or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld. Any fees, Expenses and indemnification amounts due to the Owner Trustee, the Certificate Registrar and any Paying Agent will be paid to such party in accordance with the terms of Section 5.04 or 8.04 of the Indenture, as applicable. The Transferor shall cause the Administrator to promptly pay to the Owner Trustee, the Certificate Registrar and any Paying Agent, as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to such party by the Issuer on such Payment Date in accordance with the terms of this Agreement and Section 5.04 or

8.04 of the Indenture, as applicable; provided that the Owner Trustee, the Certificate Registrar and any Paying Agent shall promptly reimburse the Administrator for any such amounts to the extent such party subsequently receives payment or reimbursement in respect thereof from the Issuer in accordance with the terms of Section 5.04 or 8.04 of the Indenture, as applicable. This Section 8.01(a) shall survive the termination of this Agreement and the resignation or removal of the parties hereto.

(b) Notwithstanding the foregoing, the Owner Trustee shall not be liable for (i) any error of judgment made by an officer of the Owner Trustee, (ii) any action taken or omitted to be taken in accordance with the instructions of any Trust Certificateholder, the Indenture Trustee, the Transferor, the Administrator or the Servicer, (iii) the interest on or principal of the Securities or (iv) the default or misconduct of the Administrator, the Servicer, the Transferor or the Indenture Trustee.

ARTICLE NINE

TERMINATION OF TRUST AGREEMENT

Section 9.01. Termination of Trust Agreement.

(a) This Agreement (other than Article Eight) shall terminate and be of no further force or effect and the Issuer shall dissolve and wind up, (i) upon the final distribution by the Owner Trustee of all funds or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture and this Agreement and (ii) at the times provided in Section 2.19 of the Servicing Agreement. The bankruptcy, liquidation, dissolution, or termination, death or incapacity of any Trust Certificateholder, shall not (i) operate to terminate this Agreement or the Issuer, (ii) entitle such Trust Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust Estate or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b) Except as provided in Section 9.01(a), neither the Transferor nor any other Trust Certificateholder shall be entitled to revoke or terminate the Issuer.

(c) Notice of any termination of this Agreement pursuant to Section 9.01(a) shall be given by the Administrator by letter to Trust Certificateholders mailed within five Business Days of notice of such termination is sent to the Owner Trustee by the Administrator, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Administrator shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Trust Certificateholders and the Transferor. Upon presentation and surrender of the Trust Certificates, the Paying Agent

shall cause to be distributed to Trust Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02. The Administrator shall promptly make notice available to each Rating Agency upon the final payment of the Trust Certificates.

(d) In the event that all of the Trust Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above‑mentioned written notice, the Administrator shall give a second written notice to the remaining Trust Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice, all of the Trust Certificates shall not have been surrendered for cancellation, the Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Trust Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Issuer after exhaustion of such remedies shall be distributed by the Owner Trustee to the Transferor.

(e) Upon the winding up of the Issuer and its termination and upon proper instruction under Section 6.03 hereof, and in compliance with Section 3808(e) of the Statutory Trust Statute, the Administrator shall wind up the business and affairs of the Issuer as required under Section 3808 of the Statutory Trust Statute and the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with Section 3810(c) of the Statutory Trust Statute. Upon the filing of the certificate of cancellation, the Trust and this Agreement (other than Article VIII) shall terminate and be of no further force or effect.

ARTICLE TEN

SUCCESSOR OWNER TRUSTEES AND
ADDITIONAL OWNER TRUSTEES

Section 10.01. Eligibility Requirements for Owner Trustee. The Owner Trustee shall (i) be a corporation satisfying the provisions of Section 3807(a) of the Statutory Trust Statute; (ii) at all times be able and authorized to exercise corporate trust powers; (iii) have (or have a parent which has) a long‑term debt rating of at least investment grade by each Rating Agency or be otherwise acceptable to each Rating Agency; (iv) have (or have a parent which has) combined capital and surplus of at least $50,000,000; and (v) be subject to supervision or examination by federal or state authorities. If the Owner Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Owner Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.02.

Section 10.02. Resignation or Removal of Owner Trustee. The Owner Trustee may, at any time with 30 days prior written notice to the Administrator, the Servicer, the Transferor, the Indenture Trustee and the Trust Certificateholders, resign and be discharged from the trusts hereby created. Upon receiving such notice of resignation, the Transferor shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.

If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after written request therefor by the Administrator, the Transferor or Trust Certificateholders holding not less than a majority of the aggregate Certificate Percentage Interest, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Transferor or such Trust Certificateholders may remove the Owner Trustee with 30 days’ prior written notice. If the Owner Trustee shall be removed pursuant to the preceding sentence, the Transferor shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee.

Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Transferor shall make written notice of such resignation or removal of the Owner Trustee available to each Rating Agency. Any appointment of a successor Owner Trustee is subject to satisfaction of the Rating Agency Condition.

Section 10.03. Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Transferor, the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.

No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Transferor shall mail notice of the successor of such Owner Trustee to all Trust Certificateholders and the Indenture Trustee, and with respect to each Rating Agency, shall make such notice available. If the Transferor shall fail to mail such notice or make such notice available within ten days after acceptance of appointment by the successor Owner Trustee, the Administrator shall cause such notice to be mailed or made available, as applicable, at the expense of the Transferor.

Section 10.04. Merger or Consolidation of Owner Trustee. Any Person (i) into which the Owner Trustee may be merged or converted or with which it may be consolidated, (ii) resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party or (iii) succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, provided, that such Person shall (i) be eligible pursuant to Section 10.01 anything herein to the contrary notwithstanding and (ii) file any amendment as may be required by the Statutory Trust Statute. The Owner Trustee shall mail notice of such merger, conversion, or consolidation to the Administrator, the Indenture Trustee and the Trust Certificateholders.

Section 10.05. Appointment of Co‑Trustee or Separate Trustee. Notwithstanding any other provision of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate may at the time be located, the Transferor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons to act as co‑trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Transferor and the Owner Trustee may consider necessary or desirable. If the Transferor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co‑trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a trustee pursuant to Section 10.01 and no notice of the appointment of any co‑trustee or separate trustee shall be required pursuant to Section 10.03.

Each separate trustee and co‑trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(a) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co‑trustee jointly (it being understood that such separate trustee or co‑trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or

unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co‑trustee, but solely at the direction of the Owner Trustee;

(b) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(c) the Transferor and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co‑trustee.

Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co‑trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co‑trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co‑trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator, the Servicer and the Transferor.

Any separate trustee or co‑trustee may at any time appoint the Owner Trustee, its agent or attorney‑in‑fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co‑trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

ARTICLE ELEVEN

TAX MATTERS

Section 11.01. Tax and Accounting Characterization.

(a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the 2018-1 Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes.

(b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, and any other Trust Certificateholders, will be treated as a partner in such partnership. The Transferor and each other Trust Certificateholder agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Section 11.02. Signature on Returns; Partnership Representative.

(a) In the event that the Issuer shall be required to file federal or other income tax returns as a partnership, such returns shall be signed by an authorized signatory for the Transferor, for as long as it is a holder of a Trust Certificate, and thereafter, the largest percentage holder of the Trust Certificate, or such other Person as shall be required by law to sign such returns of the Issuer.

(b) By acceptance of its beneficial interest in a Trust Certificate, each Trust Certificateholder agrees that in the event that the Issuer is classified as a partnership for federal income tax purposes, the Transferor, for as long as it is a holder of a Trust Certificate, and thereafter, the largest percentage holder of the Trust Certificate, shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015) and the Issuer will, to the extent practicable, make the election described in Section 6226 of the Code (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015).

Section 11.03. Tax Reporting. Unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual or other income or franchise tax returns and shall not be required to obtain any taxpayer identification number.

ARTICLE TWELVE

MISCELLANEOUS

Section 12.01. Amendments.

(a) This Agreement may be amended by the Transferor and the Owner Trustee without the consent of any of the Securityholders to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, add any other provisions with respect to matters or questions arising under this Agreement that are not inconsistent with the provisions of this Agreement or add or amend any provision herein in connection with permitting transfers of the Trust Certificates or otherwise; provided, however, that such action shall not materially adversely affect the interests of any Holder of a 2018-1 SUBI Certificate (which, so long as any Notes are outstanding, shall include the Indenture Trustee) or any Securityholder.

Each amendment described above shall be deemed not to materially and adversely affect the interests of any holder of Notes, if the Rating Agency Condition is satisfied.

(b) This Agreement may also be amended from time to time by the Transferor and the Owner Trustee, with satisfaction of the Rating Agency Condition, with the consent of the Noteholders holding a majority of the Outstanding Amount and, to the extent affected thereby, the consent of the Trust Certificateholders holding not less than a majority of the aggregate Certificate Percentage Interest, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Trust Certificateholders. No such amendment shall, however, (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made on the Notes or the Trust Certificates or (ii) reduce the percentage of the aggregate Certificate Percentage Interest or the Outstanding Amount required to consent to any such amendment, without the consent of 100% of the Noteholders and the holders of 100% of all outstanding Trust Certificates, and provided, further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment shall not (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer or the 2018-1 SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. This Agreement may also be amended or supplemented from time to time, at the request of Trust Certificateholders holding not less than 75% of the aggregate Certificate Percentage Interest, to approve any trust purpose with respect to the Issuer in addition to the purpose authorized pursuant to Section 2.03(b), upon not less than 90 days notice from the Administrator to each Rating Agency and each Noteholder and subject to each of (1) the satisfaction of the Rating Agency Condition, and (2) the consent of Noteholders holding at least 75% of the Outstanding Amount, and provided, further that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment or supplement shall not affect the treatment of any outstanding Notes for federal income tax purposes, or cause the Issuer or the 2018-1 SUBI Certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

It shall not be necessary for the consent of Trust Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Trust Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Trust Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

(c) Notwithstanding Section 12.01(b), this Agreement may be amended at any time by the parties hereto to the extent reasonably necessary to assure that none of the Vehicle Trust, the Issuer or the Transferor will be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

(d) Prior to the execution of any amendment to this Agreement or any other Basic Document, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the other Basic Documents and that all conditions precedent herein and in the other Basic Documents to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

(e) The Owner Trustee shall give the Trust Certificateholders 30 days’ written notice of any proposed amendment or supplement hereto, unless such amendment or supplement does not materially adversely affect the Trust Certificateholders or if Securityholder consent is required and this Agreement provides that the Owner Trustee shall not enter into such amendment unless a majority of the aggregate Certificate Percentage Interest of Trust Certificateholders or Noteholders consent in writing.

(f) No amendment or supplement hereto shall be effective against the Certificate Registrar or the Paying Agent if such amendment or supplement would adversely affect the Certificate Registrar or the Paying Agent, as applicable, including, without limitation, any amendment or supplement that would increase the duties or liabilities of, or adversely change the economic consequences to, the Certificate Registrar or the Paying Agent, unless the Certificate Registrar or the Paying Agent, as applicable, otherwise consents in writing.

Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State.

Section 12.02. No Legal Title to Owner Trust Estate. The Trust Certificateholder shall not have legal title to any part of the Owner Trust Estate. The Trust Certificateholder shall be entitled to receive distributions with respect to its Trust Certificate only in accordance with Articles Five and Nine. No transfer, by operation of law or otherwise, of any right, title or interest of the Trust Certificateholders to and in their ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

Section 12.03. Limitations on Rights of Others. Except for Section 2.07, the provisions of this Agreement are solely for the benefit of the Owner Trustee, the Transferor, the Trust Certificateholders, the Administrator, the Servicer, the Indenture Trustee, the Asset Representations Reviewer and the Noteholders, and nothing in this Agreement (other than Section 2.07), whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 12.04. Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first‑class United States mail, postage prepaid, hand delivery, prepaid courier service and addressed in each case as follows: (i) if to the Owner Trustee, at Rodney Square North, 1100 North Market Street,

Wilmington, Delaware 19890-1600, Attention: Corporate Trust Administration; (ii) if to the Transferor, at 300 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677, Attention: General Counsel, with a copy (which shall not constitute notice) to Reed Auerbach, Esq., Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178; (iii) if to S&P, to S&P Global Ratings, 55 Water Street, New York, New York 10041, Attention: Asset Backed Surveillance Department, Email: ABS_Surveillance@standardandpoors.com; (iv) if to Moody’s, to Moody’s Investors Service, Inc., ABS/RMBS Monitoring Department, 25th Floor, 7 World Trade Center, 250 Greenwich Street, New York, NY 10007, Email: ServicerReports@moodys.com; (v) if to the Certificate Registrar, at the address set forth in Section 3.08 herein; (vi) if to the Paying Agent, at the applicable Corporate Trust Office as set forth in the Indenture; or (vii) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder.

Any notice required or permitted to be given to a Trust Certificateholder shall be given by first‑class mail, confirmed, facsimile or overnight courier, postage prepaid, at the address of such Trust Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not such Trust Certificateholder receives such notice.

Section 12.05. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 12.06. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 12.07. Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Transferor, the Owner Trustee and the Trust Certificateholder and their respective successors and permitted assigns, all to the extent as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by the Trust Certificateholder shall bind the successors and assigns of the Transferor or such Trust Certificateholder.

Section 12.08. No Petition. To the fullest extent permitted by applicable law, the Owner Trustee, any Paying Agent, the Transferor and any Trust Certificateholder by accepting a Trust Certificate, covenant and agree that prior to the date that is one year and one day after the date upon which all obligations and payments under the Securitized Financing have been paid in full, they will not institute against, or join any Person in instituting against any Trust Certificateholder, the UTI Beneficiary (and the general partner of the UTI Beneficiary that is a partnership, or the managing member of the UTI Beneficiary that is a limited liability company), the Vehicle Trustee, the Vehicle Trust, any Special Purpose Affiliate (and the general partner of any Special Purpose Affiliate that is a partnership, or the managing member

of any Special Purpose Affiliate that is a limited liability company) that holds a beneficial interest in the Vehicle Trust, the Transferor, the Owner Trustee, the Issuer, the Indenture Trustee or any Affiliate or beneficiary of the same, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any United States federal or state bankruptcy or similar law.

Section 12.09. No Recourse. Each Trust Certificate entitles the holder thereof to the respective rights and benefits set forth in this Agreement and in the Trust Certificate. The Trust Certificates do not represent interests in or obligations of the Servicer, the Administrator, the Transferor, the Owner Trustee, any Paying Agent, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the other Basic Documents.

Section 12.10. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 12.11. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Delaware, without reference to its conflicts of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 12.12. Certificates Nonassessable and Fully Paid. Subject to Section 2.07, Trust Certificateholders shall not be personally liable for obligations of the Issuer. The interests represented by the Trust Certificates shall be nonassessable for any losses or expenses of the Issuer or for any reason whatsoever, and, upon authentication thereof pursuant to Section 3.03, 3.04 and 3.05, the Trust Certificates shall be deemed fully paid.

Section 12.13. Communications with Rating Agencies. If the Owner Trustee shall receive any written or oral communication from any Rating Agency (or any of their respective officers, directors or employees) with respect to the transactions contemplated hereby or under the Basic Documents or in any way relating to the Notes, the Owner Trustee agrees to refrain from communicating with such Rating Agency and to promptly (and, in any event, within one Business Day) notify the Administrator of such communication. The Owner Trustee agrees to coordinate with the Administrator with respect to any communication to a Rating Agency and further agrees that in no event shall the Owner Trustee engage in any oral communication with respect to the transactions contemplated hereby or under the Basic Documents or in any way relating to the Notes with any Rating Agency (or any of their respective officers, directors or employees) without the participation of the Administrator.

Section 12.14. Financial Crimes Enforcement Network’s Customer Due Diligence Requirements. To help the government fight the funding of terrorism and money laundering activities, the Customer Identification Program (CIP) requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law October 26, 2001) and its implementing regulations (collectively, USA PATRIOT Act), the Financial Crimes

Enforcement Network’s (FinCEN) Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions (collectively, the “Applicable Anti-Money Laundering Law”), requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. Accordingly, in order to comply with the Applicable Anti-Money Laundering Law, the Owner Trustee is required to obtain on or before the Closing Date and from time to time thereafter documentation to verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity, the Owner Trustee will ask for documentation to verify its formation and existence as a legal entity, financial statements, licenses, tax identification documents, and identification and authorization documents from individuals claiming authority to represent the entity and other relevant documentation and information (including beneficial owners of such entities). The Owner Trustee may, to the fullest extent permitted by applicable law, including the Applicable Anti-Money Laundering Law, conclusively rely on, and shall be fully protected and indemnified in relying on, any information received, and failure to provide such information may result in an inability of the Owner Trustee to perform its obligations hereunder which, at the sole option of the Owner Trustee, may result in the immediate resignation of the Owner Trustee, subject to Section 10.02, notwithstanding anything to the contrary in this Agreement. The parties hereto agree that solely for purposes of the Applicable Anti-Money Laundering Law, (a) the Transferor is and shall be deemed to be the sole beneficial owner of the Issuer, and (b) the Transferor is and shall deemed to be the party with the power and authority to control the Issuer.

ARTICLE THIRTEEN

COMPLIANCE WITH REGULATION AB

The Transferor and the Owner Trustee acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Transferor with the provisions of Regulation AB and related rules and regulations of the Commission.

Neither the Transferor or the Owner Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Transferor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Owner Trustee shall cooperate fully with the Transferor to deliver to the Transferor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information necessary in the good faith determination of the Transferor, to permit the Transferor to comply with the provisions of Regulation AB, together with such disclosures relating to the Owner Trustee or the servicing of the 2018-1 Leases and the 2018-1 Vehicles, reasonably believed by the Transferor to be necessary in order to effect such compliance.

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

	BMW AUTO LEASING LLC,
	as Transferor


	By:
		Name:
		Title:


	By:
		Name:
		Title:


	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee


	By:
		Name:
		Title:

EXHIBIT A

FORM OF TRUST CERTIFICATE

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS TRUST CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, IN EACH CASE WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A SUBJECT TO THE RECEIPT BY THE OWNER TRUSTEE AND THE TRANSFEROR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE TRUST AGREEMENT AND THE RECEIPT BY THE OWNER TRUSTEE AND THE TRANSFEROR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE OWNER TRUSTEE AND THE TRANSFEROR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS TRUST CERTIFICATE MAY NOT BE PURCHASED OR HELD WITH PLAN ASSETS OF ANY OF (I) AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3) OF ERISA, THAT IS SUBJECT TO TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, (III) A GOVERNMENTAL OR CHURCH PLAN, AS DEFINED IN SECTIONS 3(32) AND 3(33) OF ERISA, RESPECTIVELY, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. SECTION 2510.3‑101) OR (V) A PERSON INVESTING “PLAN ASSETS” OF ANY SUCH PLAN OR ENTITY (EACH A “BENEFIT PLAN”). BY ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN INTEREST THEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE FOREGOING RESTRICTION ON BENEFIT PLAN ASSETS.

THIS TRUST CERTIFICATE IS NOT TRANSFERABLE UNLESS THE PARTY TRANSFERRING THIS TRUST CERTIFICATE (EXCEPTING TRANSFERS BY THE INITIAL PURCHASER) DELIVERS TO THE OWNER TRUSTEE, THE TRANSFEROR, AND BNY MELLON TRUST OF DELAWARE, AS TRUSTEE OF FINANCIAL SERVICES

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VEHICLE TRUST (THE “VEHICLE TRUST”), AN OPINION OF COUNSEL STATING THE CIRCUMSTANCES AND CONDITIONS UPON WHICH THIS TRUST CERTIFICATE MAY BE TRANSFERRED AND THAT SUCH TRANSFER AS DESCRIBED THEREIN WILL NOT CAUSE EITHER THE ISSUER OR THE VEHICLE TRUST TO BE CLASSIFIED AS AN ASSOCIATION (OR A PUBLICLY TRADED PARTNERSHIP) TAXABLE AS A CORPORATION FOR FEDERAL INCOME TAX PURPOSES.

THIS TRUST CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN THE EVENT OF THE DISSOLUTION, TERMINATION OR BANKRUPTCY OF BMW AUTO LEASING LLC WHEN IT IS HOLDER HEREOF, AND ANY TRANSFER IN VIOLATION OF THIS PROVISION SHALL BE NULL AND VOID.

BMW VEHICLE LEASE TRUST 2018-1

TRUST CERTIFICATE

evidencing a beneficial interest in the Issuer, as defined below, the property of which includes, among other things, the 2018-1 SUBI Certificate (transferred pursuant to the Issuer SUBI Certificate Transfer Agreement), evidencing a beneficial interest in the 2018-1 SUBI Assets. The property of the Issuer has been pledged to the Indenture Trustee pursuant to the Indenture to secure the payment of the Notes issued thereunder.

This Trust Certificate does not represent an interest in or obligation of the Transferor, BMW Financial Services NA, LLC, the Owner Trustee, any Paying Agent or any of their respective Affiliates, except to the extent described below.

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NUMBER	Percentage Interest: ____%
R‑_____

This certifies that BMW AUTO LEASING LLC is the registered owner of a 100% Certificate Percentage Interest that is nonassessable, fully-paid, beneficial ownership interest in certain distributions of BMW Vehicle Lease Trust 2018-1 (the “Issuer”) formed by BMW Auto Leasing LLC, a Delaware limited liability company (the “Transferor”).

The Issuer was created pursuant to a trust agreement, as amended and restated as of October 17, 2018 (the “Trust Agreement”), between the Transferor and Wilmington Trust, National Association, as trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings assigned thereto in the Trust Agreement.

This Trust Certificate is one of the duly authorized Trust Certificates designated under the Trust Agreement. Also issued under an indenture, dated as of October 17, 2018 (the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Indenture Trustee”), are the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes. This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Trust Certificate by virtue of the acceptance hereof assents and by which such Trust Certificateholder is bound. The property of the Issuer primarily includes, among other things, (i) the 2018-1 SUBI Certificate (transferred pursuant to the Issuer SUBI Certificate Transfer Agreement), evidencing a 100% beneficial interest in the 2018-1 SUBI Assets, (ii) the security interest of the Issuer in the Reserve Fund Property and (iii) all proceeds of the foregoing. The rights of the Issuer in the foregoing property have been pledged by the Issuer to the Indenture Trustee to secure the payment of the Notes.

The Trust Certificates represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Transferor, the UTI Beneficiaries, the Owner Trustee any Paying Agent or any of their respective Affiliates.

Under the Trust Agreement, there will be distributed on the 20th of each month (or, if such day is not a Business Day, the next Business Day), commencing on November 20, 2018 (each, a “Payment Date”), to the Person in whose name this Trust Certificate is registered at the close of business on the Business Day immediately preceding each Payment Date (each, a “Record Date”) such Trust Certificateholder’s percentage interest in the amount to be distributed with respect to the Trust Certificates on such Payment Date and any remaining amounts shall be distributed to the Transferor as holder of the Trust Certificate pursuant to the terms of the Basic Documents.

The holder of this Trust Certificate acknowledges and agrees that its rights to receive payments in respect of this Trust Certificate are subordinated to the rights of the Noteholders as described in the Indenture.

It is the intent of the Transferor and Trust Certificateholders that the Trust Certificates be treated as equity of the Issuer for purposes of federal income tax or State income and franchise

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taxes. If the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties to the Trust Agreement that it qualify as a partnership for such purposes and the Trust Certificateholders will be treated as partners in that partnership. The Transferor and the other Trust Certificateholders, by acceptance of a Trust Certificate, agree to take no action inconsistent with such tax treatment of the Trust Certificates.

Each Trust Certificateholder by accepting this Trust Certificate, covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations and payments under the related transaction documents have been paid in full, it will not institute against, or join any Person in instituting against any Trust Certificateholder, the UTI Beneficiary (and the general partner of the UTI Beneficiary that is a partnership, or the managing member of the UTI Beneficiary that is a limited liability company), the Vehicle Trustee, the Vehicle Trust, any Special Purpose Affiliate (and the general partner of any Special Purpose Affiliate that is a partnership, or the managing member of any Special Purpose Affiliate that is a limited liability company) that holds a beneficial interest in the Vehicle Trust, the Transferor, the Owner Trustee, the Issuer, the Indenture Trustee or any Affiliate or beneficiary of the same, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any United States federal or state bankruptcy or similar law.

Distributions on this Trust Certificate will be made as provided in the Trust Agreement by or on behalf of the Owner Trustee by wire transfer or by check mailed to the Trust Certificateholder of record in the Certificate Register without the presentation or surrender of this Trust Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final payment on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such payment and only upon presentation and surrender of this Trust Certificate at the office or agency maintained for such purpose by the Certificate Registrar in The City of New York.

Reference is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Trust Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or be valid for any purpose.

THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Issuer and not in its individual capacity, has caused this Trust Certificate to be duly executed.

Dated: ________________________	BMW VEHICLE LEASE TRUST 2018-1

	By:	Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

	By:
		Name: Title:

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Trust Certificates referred to in the within‑mentioned Trust Agreement.

Wilmington Trust, National Association,
as Owner Trustee

By:

A-5

[Reverse of Trust Certificate]

This Trust Certificate does not represent an obligation of or an interest in the Transferor, the Administrator, the Servicer, the Owner Trustee, any Paying Agent, the Indenture Trustee or any of their respective Affiliates, and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust Agreement or the other Basic Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries and certain other amounts respecting the assets of the Issuer, all as more specifically set forth in the Indenture. The Transferor will furnish, upon the request of any holder of a Trust Certificate, such information as is specified in paragraph (d)(4) of Rule 144A of the Securities Act of 1933, as amended, with respect to the Issuer.

The Trust Agreement may be amended by the Transferor and the Owner Trustee, in some cases without the consent of any of the Securityholders in the manner set forth therein, and any such amendment will bind each holder and transferee of this Certificate.

As provided in the Trust Agreement, and if the Transferor delivers an Opinion of Counsel that the Trust Certificates are transferable in accordance with the terms set forth therein, which opinion the Transferor has not determined can be given under the Internal Revenue Code and existing and proposed regulations thereunder, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Trust in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Trust Certificateholder hereof or such Trust Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Trust Certificates of the same class and in authorized denominations evidencing the same aggregate interest in the Issuer will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is U.S. Bank National Association.

The Trust Certificates are issuable only as registered Trust Certificates without coupons or principal balance. As provided in the Trust Agreement and subject to certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates of authorized percentage interests evidencing the same aggregate percentage interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Trust Agreement and the trust created thereby shall terminate upon the payment to Trust Certificateholders of all amounts required to

A-6

be paid to them pursuant to the Trust Agreement and the Indenture and the disposition of all property held as part of the Owner Trust Estate.

Any prospective transferee of this Trust Certificate will be required to deliver a letter to the Transferor, the Certificate Registrar and the Underwriter substantially in the form of Exhibit C to the Trust Agreement, which letter includes a representation that such prospective transferee is not a Benefit Plan Investor. This Trust Certificate may not be transferred, sold, pledged or otherwise disposed to or for the account of a Benefit Plan Investor.

This Trust Certificate may not be acquired by a Benefit Plan. By accepting and holding this Trust Certificate, the holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not acquiring this Trust Certificate or an interest therein for the account of a Benefit Plan.

A-7

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)

the within Trust Certificate, and all rights thereunder, hereby irrevocably constituting and appointing ______________________________ attorney to transfer said Trust Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.

Dated: ___________________

	*
Signature Guaranteed:
	*

NOTICE: The signatures(s) on this Assignment must correspond with the name(s) as written on the face of the within Trust Certificate in every particular without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.

A-8

EXHIBIT B

FORM OF RULE 144A CERTIFICATE

Dated:

BMW Auto Leasing LLC
c/o BMW Financial Services NA, LLC,
its Managing Member
300 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07677

Wilmington Trust, National Association,
as Owner Trustee
Rodney Square North, 1100 North Market Street

Wilmington, Delaware 19890-1600
Attn: Corporate Trust Administration

U.S. Bank National Association,
as Certificate Registrar
111 East Fillmore Avenue

St. Paul, Minnesota 55107

Ladies and Gentlemen:

This is to notify you as to the transfer of [___]% Certificate Percentage Interest of the Asset Backed Certificates (the “Trust Certificates”) of BMW Vehicle Lease Trust 2018-1 (the “Issuer”).

The undersigned is the holder of the Trust Certificates and with this notice hereby deposits with the Owner Trustee [___]% Certificate Percentage Interest of the Trust Certificates and requests that Trust Certificates in the same Certificate Percentage Interest be issued, executed and authenticated and registered to the purchaser on ____________, as specified in the Trust Agreement, as follows:

Name:

Address:

Taxpayer I.D. No:

The undersigned represents and warrants that the undersigned (a) reasonably believes the purchaser is a “qualified institutional buyer,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Act”), (b) such purchaser has acquired the Trust Certificates in a transaction effected in accordance with the exemption from the registration requirements of the Act provided by Rule 144A and (c) if the purchaser has purchased the Trust Certificates for one or more accounts for which it is acting as fiduciary or agent, (i) each such account is a qualified institutional buyer and (ii) the purchaser is acquiring Trust Certificates for its own account or for

B-1

one or more institutional accounts for which it is acting as fiduciary or agent in a minimum Certificate Percentage Interest of at least 5%.

	Very truly yours,




	By:
		Name:
		Title:

B-2

EXHIBIT C

FORM OF RULE 144A LETTER

QUALIFIED INSTITUTIONAL BUYER

Dated:

Wilmington Trust, National Association,
as Owner Trustee
Rodney Square North, 1100 North Market Street

Wilmington, Delaware 19890-1600
Attn: Corporate Trust Administration

U.S. Bank National Association,
as Certificate Registrar
111 East Fillmore Avenue

St. Paul, Minnesota 55107

SG Americas Securities, LLC,

as Representative

245 Park Avenue
New York, New York 10167

BMW Auto Leasing LLC
c/o BMW Financial Services NA, LLC,
its Managing Member
300 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07677

Ladies and Gentlemen:

In connection with our proposed purchase of [___]% Certificate Percentage Interest of the Asset-Backed Certificates (the “Certificates”) representing an undivided interest in the BMW Vehicle Lease Trust 2018-1 (the “Trust”), the investor on whose behalf the undersigned is executing this letter (the “Purchaser”) confirms that:

1. The Purchaser has relied upon its own tax, legal and financial advisors in connection with its decision to purchase the Certificates.

2. The Purchaser is (A) a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”)) and has delivered to you a certificate substantially in the form attached hereto as Annex 1 or Annex 2, as applicable and (B) acquiring the Certificates for its own account or for the account of an investor of the type described in clause (A) above as to each of which the Purchaser exercises sole investment discretion. The Purchaser is purchasing the Certificates for investment purposes and not with a view to, or for, the offer or sale in connection with, a public distribution or in any other manner that would violate the 1933 Act or the securities or blue sky laws of any state.

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3. The Purchaser understands that the Certificates have not been and will not be registered under the 1933 Act or under the securities or blue sky laws of any state, and that (i) if it decides to resell, pledge or otherwise transfer any Certificate, such Certificate may be resold, pledged or transferred without registration only to an entity that has delivered to the Transferor and the Owner Trustee a certification that it is a Qualified Institutional Buyer that purchases (1) for its own account or (2) for the account of such a Qualified Institutional Buyer, that is, in either case, aware that the resale, pledge or transfer is being made in reliance on said Rule 144A and (ii) it will, and each subsequent holder will be required to, notify any purchaser of any Certificate from it of the resale restrictions referred to in clause (i) above.

4. The Purchaser understands that each of Certificate will bear a legend to the following effect, unless otherwise agreed by the Transferor and the Owner Trustee:

“THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS TRUST CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, IN EACH CASE WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A SUBJECT TO THE RECEIPT BY THE OWNER TRUSTEE AND THE TRANSFEROR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE TRUST AGREEMENT AND THE RECEIPT BY THE OWNER TRUSTEE AND THE TRANSFEROR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE OWNER TRUSTEE AND THE TRANSFEROR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED OR HELD WITH PLAN ASSETS OF ANY OF (I) AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3) OF ERISA, THAT IS SUBJECT TO TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, (III) A GOVERNMENTAL OR CHURCH PLAN, AS DEFINED IN SECTIONS 3(32) AND 3(33) OF ERISA, RESPECTIVELY, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. SECTION 2510.3‑101) OR (V) A PERSON INVESTING “PLAN ASSETS” OF ANY SUCH PLAN OR ENTITY

C-2

(EACH, A “BENEFIT PLAN”). BY ACCEPTANCE OF THIS CERTIFICATE OR AN INTEREST THEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE FOREGOING RESTRICTION ON BENEFIT PLAN ASSETS. THIS TRUST CERTIFICATE IS NOT TRANSFERABLE UNLESS THE PARTY TRANSFERRING THIS TRUST CERTIFICATE (EXCEPTING TRANSFERS BY THE INITIAL PURCHASER) DELIVERS TO THE OWNER TRUSTEE, THE TRANSFEROR, AND BNY MELLON TRUST OF DELAWARE, AS TRUSTEE OF FINANCIAL SERVICES VEHICLE TRUST (THE “VEHICLE TRUST”), AN OPINION OF COUNSEL STATING THE CIRCUMSTANCES AND CONDITIONS UPON WHICH THIS TRUST CERTIFICATE MAY BE TRANSFERRED AND THAT SUCH TRANSFER AS DESCRIBED THEREIN WILL NOT CAUSE EITHER THE ISSUER OR THE VEHICLE TRUST TO BE CLASSIFIED AS AN ASSOCIATION (OR A PUBLICLY TRADED PARTNERSHIP) TAXABLE AS A CORPORATION FOR FEDERAL INCOME TAX PURPOSES.

5. The Purchaser will be the beneficial owner of the Certificate and either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Certificates.

6. The Purchaser understands that no subsequent transfer of the Certificates is permitted unless (A) such transfer is of a Certificate with a Certificate Percentage Interest of at least 5%, (B) it causes its proposed transferee to provide to the Transferor, the Certificate Registrar and the Underwriter a letter substantially in the form of Exhibit C to the Trust Agreement, as applicable, or such other written statement as the Transferor shall prescribe and (C) the Transferor consents in writing to the proposed transfer, which consent shall be granted unless the Transferor determines that such transfer would create a risk that the Issuer or the Vehicle Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Certificates, or trust certificates of any related issuer, in the aggregate to exceed 99 (provided that, each separate entity will be considered as a single registered holder, regardless of the number of trust certificates held by such entity) or (2) the number of holders of direct or indirect interests in the Vehicle Trust to exceed 50, shall be a void transfer.

7. The Purchaser understands that the opinion of counsel to the Issuer that the Issuer is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs 5 and 6 above.

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8. The Purchaser is a Person who is either (A)(1) a citizen or resident of the United States or (2) a corporation or partnership (including any entity treated as a corporation or partnership for U.S. income tax purposes) organized in or under the laws of the United States, any state or the District of Columbia or (B) an estate the income of which is includible in gross income for federal income tax purposes regardless of source or a trust if the court within the United States is able to exercise primary supervision of the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non‑foreign status signed under penalty of perjury (and such other certifications, representations or Opinions of Counsel as may be requested by the Transferor, the Owner Trustee and the Certificate Registrar).

9. The Purchaser agrees that if at some time in the future it wishes to transfer or exchange any of the Certificates, it will not transfer or exchange any of the Certificates unless such transfer or exchange is in accordance with Section 3.04 of the Trust Agreement. The Purchaser understands that any purported transfer of the Certificates (or any interest therein) in contravention of any of the restrictions and conditions in the Trust Agreement, as applicable, shall be a void, and the purported transferee in such transfer shall not be recognized by the Issuer or any other Person as a Certificateholder, as the case may, be for any purpose.

10. The Purchaser hereby irrevocably requests you to arrange for definitive Certificates representing the Certificates purchased by the Purchaser to be registered and delivered promptly after the date hereof as follows:

Certificate Percentage Interest of Definitive Certificate:	Registered in Name of:	Deliver Definitive Certificate to:

You and the Owner Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Very truly yours,

	By:
		Name:
		Title:

	[Medallion Stamp to be affixed here]

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ANNEX 1 TO EXHIBIT C

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]

The undersigned (the “Purchaser”) hereby certifies as follows to the addressees of the Rule 144A Representation Letter to which this certification is attached with respect to the Certificate described therein:

(i) As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Purchaser.

(ii) In connection with purchases by the Purchaser, the Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended, because (i) the Purchaser owned and/or invested on a discretionary basis $__________1 in securities (except for the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Purchaser satisfies the criteria in the category marked below.

___

Corporation, etc. The Purchaser is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar statutory trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

___

Bank. The Purchaser (a) is a national bank or banking institution organized under the laws of any state, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the state or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.

___

Savings and Loan. The Purchaser (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.

1	Purchaser must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Purchaser is a dealer, and, in that case, Purchaser must own and/or invest on a discretionary basis at least $10,000,000 in securities.

C-5

___

Broker‑dealer. The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

___

Insurance Company. The Purchaser is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state, territory or the District of Columbia.

___

State or Local Plan. The Purchaser is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of the state or its political subdivisions, for the benefit of its employees.

___

ERISA Plan. The Purchaser is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.

___

Investment Advisor. The Purchaser is an investment advisor registered under the Investment Advisors Act of 1940.

___

Small Business Investment Company. The Purchaser is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

___

Business Development Company. The Purchaser is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

___

Trust Fund. The Purchaser is a trust fund whose trustee is a bank or trust company and whose participants are exclusively state or local Plans or ERISA Plans as defined above, and no participant of the Purchaser is an individual retirement account or an H.R. 10 (Keogh) plan.

(iii) The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser, (ii) securities that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

(iv) For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser used the cost of such securities to the Purchaser and did not include any of the securities referred to in the preceding paragraph, except (i) where the Purchaser reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at their market value. Further,

C-6

in determining such aggregate amount, the Purchaser may have included securities owned by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Purchaser’s direction. However, such securities were not included if the Purchaser is a majority‑owned, consolidated subsidiary of another enterprise and the Purchaser is not itself a reporting company under the Exchange Act.

(v) The Purchaser acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may be in reliance on Rule 144A.

(vi) Until the date of purchase of the Certificates, the Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Purchaser’s purchase of the Certificates will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan is provided above, the Purchaser agrees that it will furnish to such parties updated annual financial statements promptly after they become available.

Name of Purchaser

By:	Name: Title:

Dated:

C-7

ANNEX 2 TO EXHIBIT C

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That are Registered Investment Companies]

(i) As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Purchaser or, if the Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended, because the Purchaser is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser.

(ii) In connection with purchases by the Purchaser, the Purchaser is a “qualified institutional buyer” as defined in Rule 144A because (i) the Purchaser is an investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Purchaser alone, or the Purchaser’s Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year. For purposes of determining the amount of securities owned by the Purchaser or the Purchaser’s Family of Investment Companies, the cost of such securities was used, except (i) where the Purchaser or the Purchaser’s Family of Investment Companies reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market.

___

The Purchaser owned $__________ in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

___

The Purchaser is part of a Family of Investment Companies which owned in the aggregate $__________ in securities (other than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

(iii) The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).

(iv) The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser or are part of the Purchaser’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan

C-8

participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps.

(v) The Purchaser is familiar with Rule 144A and understands that the parties listed in the Rule 144A Representation Letter to which this certification relates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A. In addition, the Purchaser will only purchase for the Purchaser’s own account.

(vi) Until the date of purchase of the Transferor Certificate, the undersigned will notify the parties listed in the Rule 144A Transferee Certificate to which this certification relates of any changes in the information and conclusions herein. Until such notice is given, the Purchaser’s purchase of the Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.

Name of Purchaser or Advisor

By:	Name: Title:

IF AN ADVISOR:

Name of Purchaser or Advisor

Dated:

C-9

EXHIBIT D

FORM OF INVESTMENT LETTER

_______________, ___

Seller

Wilmington Trust, National Association,
as Owner Trustee
Rodney Square North, 1100 North Market Street

Wilmington, Delaware 19890-1600
Attn: Corporate Trust Administration

U.S. Bank National Association,
as Certificate Registrar
111 East Fillmore Avenue

St. Paul, Minnesota 55107

SG Americas Securities, LLC,

as Representative

245 Park Avenue
New York, New York 10167

BMW Auto Leasing LLC
c/o BMW Financial Services NA, LLC,
its Managing Member
300 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07677

Re:

BMW Vehicle Lease Trust 2018-1
Asset Backed Certificates

Dear Sirs:

In connection with our acquisition of the above-referenced Asset Backed Certificates (the “Certificates”) we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an “accredited investor,” as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Seller concerning the purchase of

D-1

the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) we are acquiring the Certificates for investment for our own account and not with a view to any distribution of such Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Certificates in accordance with clause (g) below), (e) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other action that would result in a violation of Section 5 of the Act or any state securities laws, (f) we are not a Benefit Plan Investor and (g) we will not sell, or otherwise dispose of any Certificates unless (i) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Act and in compliance with any state securities laws or is exempt from such registration requirements and, if requested, we will at our expense provide an Opinion of Counsel satisfactory to the addressees of this certificate that such sale, transfer or other disposition may be made pursuant to an exemption from the Act, (ii) the purchaser or transferee of such Certificate has executed and delivered to you a certificate to substantially the same effect as this certificate and (iii) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Amended and Restated Trust Agreement dated as of October 17, 2018, between BMW Auto Leasing LLC, as transferor and Wilmington Trust, National Association, as Owner Trustee.

	Very truly yours,

	[NAME OF TRANSFEREE]

	By
		Authorized Officer

D-2

Delaware	333-205553-06	22-2013053
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Section 5.07	Unconditional Rights of Noteholders to Receive Principal and Interest	39
Section 5.08	Restoration of Rights and Remedies	40
Section 5.09	Rights and Remedies Cumulative	40
Section 5.10	Delay or Omission Not a Waiver	40
Section 5.11	Control by Noteholders	40
Section 5.12	Waiver of Past Defaults	41
Section 5.13	Undertaking for Costs	41
Section 5.14	Waiver of Stay or Extension Laws	41
Section 5.15	Action on Notes	41
Section 5.16	Performance and Enforcement of Certain Obligations.	42
Section 5.17	Sale of Trust Estate	42
ARTICLE SIX THE INDENTURE TRUSTEE		43
Section 6.01	Duties of Indenture Trustee.	43
Section 6.02	Rights of Indenture Trustee.	44
Section 6.03	Individual Rights of Indenture Trustee	46
Section 6.04	Indenture Trustee’s Disclaimer	46
Section 6.05	Notice of Defaults	47
Section 6.06	Reports by Indenture Trustee to Noteholders	47
Section 6.07	Compensation and Indemnity	47
Section 6.08	Replacement of Indenture Trustee	48
Section 6.09	Successor Indenture Trustee by Merger	49
Section 6.10	Appointment of Co-Trustee or Separate Trustee.	50
Section 6.11	Eligibility; Disqualification	51
Section 6.12	Indenture Trustee as Holder of 2018-1 SUBI Certificate	51
Section 6.13	Representations and Warranties of Indenture Trustee	51
Section 6.14	Furnishing of Documents	52
Section 6.15	Preferential Collection of Claims Against the Issuer	52
ARTICLE SEVEN NOTEHOLDERS’ LISTS AND REPORTS		52
Section 7.01	Issuer to Furnish Indenture Trustee Noteholder Names and Addresses	52
Section 7.02	Preservation of Information; Communications to Noteholders.	52
Section 7.03	Reports by Indenture Trustee	53
ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES		53
Section 8.01	Collection of Money	53
Section 8.02	Accounts.	53
Section 8.03	Payment Date Certificate.	54
Section 8.04	Disbursement of Funds.	56
Section 8.05	General Provisions Regarding Accounts.	60
Section 8.06	Release of Trust Estate.	61
ARTICLE NINE SUPPLEMENTAL INDENTURES		62
Section 9.01	Supplemental Indentures Without Consent of Noteholders.	62
Section 9.02	Supplemental Indentures With Consent of Noteholders	63
Section 9.03	Execution of Supplemental Indentures	64
Section 9.04	Effect of Supplemental Indenture	64
Section 9.05	Reference in Notes to Supplemental Indentures	65

	REGISTERED	$[_________]
	No. R-[___]	CUSIP NO. [_________]

Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the receivables are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on receivables are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.

1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of receivables serviced by the Servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on receivables is maintained as required by the transaction agreements or related receivables documents.
1122(d)(4)(ii)	Receivables and related documents are safeguarded as required by the transaction agreements
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements

300 Chestnut Ridge Road Woodcliff Lake, NJ 07677
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (201) 307-4000

ARTICLE ONE DEFINITIONS		1
Section 1.01	Definitions	1
Section 1.02	Interpretive Provisions.	16
ARTICLE TWO THE NOTES		16
Section 2.01	Form	16
Section 2.02	Execution, Authentication and Delivery	16
Section 2.03	Temporary Notes	17
Section 2.04	Registration; Registration of Transfer and Exchange	17
Section 2.05	Mutilated, Destroyed, Lost or Stolen Notes	19
Section 2.06	Persons Deemed Owners	20
Section 2.07	Cancellation	20
Section 2.08	Release of Collateral	20
Section 2.09	Book-Entry Notes	20
Section 2.10	Notices to Clearing Agency	21
Section 2.11	Definitive Notes	21
Section 2.12	Authenticating Agents	22
ARTICLE THREE COVENANTS		23
Section 3.01	Payment of Principal and Interest	23
Section 3.02	Maintenance of Office or Agency	23
Section 3.03	Money for Payments to be Held in Trust	23
Section 3.04	Existence	24
Section 3.05	Protection of Trust Estate	25
Section 3.06	Opinions as to Trust Estate.	25
Section 3.07	Performance of Obligations; Administration of the 2018-1 SUBI Assets.	26
Section 3.08	Negative Covenants	27
Section 3.09	Issuer and Indenture Trustee Certificates and Reports.	27
Section 3.10	Restrictions on Certain Other Activities	29
Section 3.11	Notice of Defaults	29
Section 3.12	Further Instruments and Acts	29
Section 3.13	Delivery of 2018-1 SUBI Certificate	29
Section 3.14	Compliance with Laws	29
Section 3.15	Issuer May Consolidate, etc., Only on Certain Terms.	29
Section 3.16	Perfection Representations.	31
ARTICLE FOUR SATISFACTION AND DISCHARGE		31
Section 4.01	Satisfaction and Discharge of Indenture	31
Section 4.02	Application of Trust Money	32
Section 4.03	Repayment of Monies Held by Paying Agent	33
ARTICLE FIVE INDENTURE DEFAULT		33
Section 5.01	Indenture Defaults	33
Section 5.02	Acceleration of Maturity; Waiver of Indenture Default	34
Section 5.03	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.	35
Section 5.04	Remedies; Priorities.	37
Section 5.05	Optional Preservation of the 2018-1 SUBI Assets	38
Section 5.06	Limitation of Suits.	39

Section 9.06	Conformity with Trust Indenture Act	65
ARTICLE TEN REDEMPTION OF NOTES		65
Section 10.01	Redemption.	65
Section 10.02	Form of Redemption Notice	66
Section 10.03	Notes Payable on Redemption Date	66
ARTICLE ELEVEN MISCELLANEOUS		66
Section 11.01	Compliance Certificates and Opinions.	66
Section 11.02	Form of Documents Delivered to Indenture Trustee	68
Section 11.03	Acts of Noteholders.	69
Section 11.04	Notices	69
Section 11.05	Notices to Noteholders; Waiver	70
Section 11.06	Effect of Headings and Table of Contents	70
Section 11.07	Successors and Assigns	70
Section 11.08	Severability	70
Section 11.09	Benefits of Indenture	70
Section 11.10	Legal Holidays	71
Section 11.11	Governing Law	71
Section 11.12	Counterparts	71
Section 11.13	Recording of Indenture	71
Section 11.14	Trust Obligation	71
Section 11.15	No Petition	71
Section 11.16	No Recourse	72
Section 11.17	Inspection	72
Section 11.18	Limitation of Liability of Owner Trustee	72
Section 11.19	TIA Incorporation and Conflicts	73
Section 11.20	Intent	73
Section 11.21	Intent of Parties; Reasonableness	73
Section 11.22	Communications with Rating Agencies	74
ARTICLE TWELVE ASSET REPRESENTATIONS REVIEW		74
Section 12.01	Noteholder and Note Owner Requests for Vote on Asset Representations Review	74
Section 12.02	Noteholder and Note Owner Vote on Asset Representations Review	74
Section 12.03	Evaluation of Review Report	75
Section 12.04	Dispute Resolution	75

SCHEDULES
Schedule I	Perfection Representations, Warranties and Covenants	I-1
EXHIBITS
Exhibit A	Form of Note	A-1
Exhibit B	Servicing Criteria to be Addressed in the Indenture Trustee’s Assessment of Compliance	B-1

	BMW VEHICLE LEASE TRUST 2018-1
	By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee
	By: Name: Title:
	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
	By: Name: Title:

Dated: _______________, 2018	BMW VEHICLE LEASE TRUST 2018-1,
	By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee
	By: Name: Title:

	in the transaction agreements.
1122(d)(4)(iv)	Payments on receivables, including any payoffs, made in accordance with the related receivables documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related receivables documents.
1122(d)(4)(v)	The Servicer’s records regarding the receivables agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s receivables (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with usual customary procedures.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with usual customary procedures.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a receivable is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent receivables including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for receivables with variable rates are computed based on the related receivables documents.
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s receivables documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable receivables documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related receivables, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other

	number of days specified in the transaction agreements.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

ARTICLE I -	DEFINITIONS	1
1.1	Definitions	1
1.2	Interpretive Provisions	5
ARTICLE II -	CREATION OF THE 2018-1 SUBI	5
2.1	Creation of 2018-1 SUBI Assets and the 2018-1 SUBI	5
2.2	Transfer of 2018-1 SUBI Interests	7
2.3	Issuance and Form of 2018-1 SUBI Certificate	7
2.4	Actions and Filings	8
2.5	Termination of the 2018-1 SUBI	8
2.6	Representations and Warranties of Vehicle Trustee	9
2.7	Duties and Powers of Vehicle Trustee	9
ARTICLE III -	2018-1 SUBI ACCOUNTS	10
3.1	2018-1 SUBI Collection Account	10
3.2	Reserve Fund	10
ARTICLE IV -	2018-1 SUBI PLEDGE	10
4.1	Registration of 2018-1 SUBI Pledge	10
ARTICLE V -	MISCELLANEOUS PROVISIONS	11
5.1	Amendment	11
5.2	Governing Law	12
5.3	Notices	12
5.4	Severability of Provisions	12
5.5	Effect of Supplement on Vehicle Trust Agreement	12
5.6	No Petition	13
5.7	Prohibited Directions	13
5.8	Trust Termination	14
5.9	Third-Party Beneficiaries	14
5.10	Communications with Rating Agencies	14
5.11	Waiver of Jury Trial	14

Exhibit A ‑ Schedule of 2018-1 Leases and 2018-1 Vehicles	A‑1
Exhibit B ‑ Form of 2018-1 SUBI Certificate	B‑1

ARTICLE I - DEFINITIONS		1
1.1.	Definitions	1
1.2.	Interpretative Provisions	10
ARTICLE II - SERVICING OF THE 2018-1 LEASES AND 2018-1 VEHICLES		10
2.1.	Identification of 2018-1 Vehicles and 2018-1 Leases; Servicing; Securitization Value	10
2.2.	Extensions; Monthly Payments; Term.	11
2.3.	Representations and Reallocation of 2018-1 Leases and 2018-1 Vehicles	11
2.4.	Collections and Payment Date Advance Reimbursement	13
2.5.	Net Deposits	14
2.6.	Servicing Compensation	14
2.7.	Advances	14
2.8.	Third-Party Claims	15
2.9.	Contingent and Excess Liability Insurance Policies	15
2.10.	Reporting by the Servicer; Delivery of Certain Documentation	15
2.11.	Annual Officer’s Certificate	16
2.12.	Assessment of Compliance and Annual Accountants’ Attestation.	16
2.13.	Custody of Lease Documents and Certificates of Title.	17
2.14.	Servicer Defaults; Termination of Servicer	18
2.15.	Servicer Representations and Warranties	20
2.16.	Appointment of Subservicer or Subcontractor	23
2.17.	Information to be Provided by the Servicer	24
2.18.	Remedies	25
2.19.	Purchase of the 2018-1 SUBI Certificate; Redemption of the Notes; Repayment of the Trust Certificates.	25
2.20.	Servicer Not to Resign	26
2.21.	Pull-Ahead and Other Early Termination Marketing Programs	26
2.22.	Vehicle Trustee Compensation	26
2.23.	2018-1 SUBI Collection Account	26
2.24.	Regulation RR Risk Retention	27
ARTICLE III - MISCELLANEOUS		27
3.1.	Termination of Supplement	27
3.2.	Governing Law	27
3.3.	Amendment.	27
3.4.	Relationship of this Servicing Supplement to Other Basic Documents	28
3.5.	Binding Effect	28
3.6.	Table of Contents and Headings	28
3.7.	Counterparts	28
3.8.	Further Assurances	28
3.9.	No Waiver; Cumulative Remedies	28
3.10.	No Petition	29
3.11.	Limitation of Liability of Vehicle Trustee	29
3.12.	Intent of Parties; Reasonableness	29
3.13.	Series Disclaimer and Acknowledgment	30
3.14.	Third-Party Beneficiaries	30
3.15.	Effect of Supplement on Basic Servicing Agreement.	30

3.16.	Additional Agreements	31
ARTICLE IV - ASSET REPRESENTATIONS REVIEW; DISPUTE RESOLUTION		31
4.1.	Asset Representations Review	31
4.2.	Dispute Resolution	32
EXHIBITS

Schedule A	Location of Lease Files	Schedule A-1
Exhibit A	Schedule of 2018-1 Vehicles	A-1
Exhibit B	Form of Annual Certification	B-1
Exhibit C	Servicing Criteria to be Addressed in Assessment of Compliance	C-1

	BMW MANUFACTURING L.P.,
	as Transferor

	By: BMW FACILITY PARTNERS, LLC,
	as General Partner

	By:
		Name:
		Title:

	By:
		Name:
		Title:


	BMW AUTO LEASING LLC,
	as Transferee

	By:
		Name:
		Title:

	By:
		Name:
		Title:

SCHEDULES
Schedule I Perfection Representations, Warranties and Covenants	I-1

1.1.	Capitalized Terms; Interpretive Provisions.	1
1.2.	Duties of the Administrator.	2
1.3.	Records	8
1.4.	Compensation	8
1.5.	Additional Information to be Furnished to the Issuer	8
1.6.	Independence of the Administrator	8
1.7.	No Joint Venture	8
1.8.	Other Activities of Administrator	8
1.9.	Term of Agreement; Resignation and Removal of Administrator	8
1.10.	Action Upon Termination, Resignation or Removal	9
1.11.	Notices	10
1.12.	Amendments	10
1.13.	Successors and Assigns	10
1.14.	Governing Law	11
1.15.	Headings	11
1.16.	Counterparts	11
1.17.	Severability	11
1.18.	Limitation of Liability of Owner Trustee and Indenture Trustee.	11
1.19.	Third-Party Beneficiary	12
1.20.	Nonpetition Covenants	12
1.21.	Form 10-Ds; Investor Communications.	12

ARTICLE I. DEFINITIONS		1
Section 1.01	Definitions.	1
ARTICLE II. ENGAGEMENT; ACCEPTANCE		3
Section 2.01	Engagement; Acceptance.	3
Section 2.02	Eligibility of Asset Representations Reviewer.	3
Section 2.03	Independence of the Asset Representations Reviewer.	3
ARTICLE III. DUTIES OF THE ASSET REPRESENTATIONS REVIEWER		3
Section 3.01	Review Scope.	3
Section 3.02	Review Notices.	4
Section 3.03	Review Materials.	4
Section 3.04	Missing or Insufficient Review Materials.	5
Section 3.05	The Asset Representations Review.	5
Section 3.06	Review Period.	5
Section 3.07	Completion of Review for Certain Review Assets.	5
Section 3.08	Review Report.	6
Section 3.09	Review and Procedure Limitations.	6
Section 3.10	Review Systems.	7
Section 3.11	Representatives.	7
Section 3.12	Dispute Resolution.	7
Section 3.13	Records Retention.	7
ARTICLE IV. PAYMENTS TO ASSET REPRESENTATIONS REVIEWER		8
Section 4.01	Asset Representations Reviewer Fees.	8
Section 4.02	Reimbursable Expenses.	9
Section 4.03	Dispute Resolution Expenses.	9
ARTICLE V. OTHER MATTERS PERTAINING TO THE ASSET REPRESENTATIONS REVIEWER		9
Section 5.01	Representations and Warranties of the Asset Representations Reviewer.	9
Section 5.02	Limitation of Liability.	10
Section 5.03	Inspections of Asset Representations Reviewer	11
Section 5.04	Indemnification of Asset Representations Reviewer.	11

Section 5.05	Proceedings	12
Section 5.06	Delegation of Obligations	12
Section 5.07	Indemnification by Asset Representations Reviewer.	12
ARTICLE VI. REMOVAL, RESIGNATION		13
Section 6.01	Removal of Asset Representations Reviewer.	13
Section 6.02	Appointment of Successor.	13
Section 6.03	Merger or Consolidation of, or Assumption of the Obligations of, Asset the Representations Reviewer.	14
Section 6.04	Asset Representations Reviewer Not to Resign.	14
Section 6.05	Cooperation of Asset Representations Reviewer.	14
ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION		15
Section 7.01	Confidential Information.	15
Section 7.02	Safeguarding Personally Identifiable Information.	16
ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER		18
Section 8.01	Termination of the Issuer.	18
ARTICLE IX. MISCELLANEOUS PROVISIONS		18
Section 9.01	Amendment.	19
Section 9.02	Notices.	19
Section 9.03	Severability Clause.	20
Section 9.04	Counterparts.	21
Section 9.05	Governing Law.	21
Section 9.06	Relationship of the Parties.	21
Section 9.07	Captions.	21
Section 9.08	Waivers.	21
Section 9.09	Assignment.	21
Section 9.10	Benefit of the Agreement; Third-Party Beneficiaries.	21
Section 9.11	Exhibits.	22
Section 9.12	No Petition.	22
Section 9.13	Limitation of Liability of Owner Trustee.	22

Representations and Warranties Made as of the Closing Date	Tests
1. The 2018-1 Vehicle was a new BMW passenger car or BMW light truck at the time of origination of the related 2018-1 Lease.	1. Observe the related Lease Agreement and confirm that the 2018-1 Vehicle is described therein as being a new BMW passenger car or BMW light truck.
2. The 2018-1 Vehicle has a model year of 2016 or later.	2. Observe the related Lease Agreement and confirm that the 2018-1 Vehicle is described therein as having a model year of 2016 or later.
3. The 2018-1 Lease provides for level payments that fully amortize the Adjusted Capitalized Cost of the 2018-1 Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee-initiated early termination, provides for payment of the related Early Termination Cost.	3. Observe the related Lease Agreement and confirm that, as of the Closing Date: (i) each Monthly Payment was described therein as being equal, except that the final payment may be different, (ii) such Monthly Payments fully amortize the Adjusted Capitalized Cost to the Contract Residual Value over the term of such 2018-1 Lease, and (iii) such Lease Agreement contained language indicating that the related Lessee will have to pay Early Termination Costs if such Lessee initiates early termination of such 2018-1 Lease.
4. The 2018-1 Lease was originated on or after February 1, 2016.	4. Observe the related Lease Agreement and confirm that the origination date of the 2018-1 Lease is described therein as being a date on or after February 1, 2016.
5. The 2018-1 Lease has a Maturity Date on or after the January 2019 Payment Date and no later than the August 2021 Payment Date.	5. Observe the related Lease Agreement and confirm that, as of the Closing Date, the Maturity Date of the related 2018-1 Lease described therein was: (i) on or after the Payment Date in January 2019 and (ii) no later than the Payment Date in August 2021.
6. The 2018-1 Lease is not more than 29 days past due as of the Cutoff Date.	6. Observe the data tape provided by BMW FS for the purposes of such review (the “Data Tape”) and confirm that, as of the Closing Date, the 2018-1 Lease is not described thereon as being more than 29 days past due as of the Cutoff Date.
7. The 2018-1 Lease was originated by BMW FS in the United States, for a Lessee with a U.S. address, in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices.	7. Observe the related Lease Agreement and confirm that, as of the Closing Date: (i) the Lessee’s address was within the United States of America (exclusive of any territories, army post offices, fleet post offices and diplomatic post offices) and (ii) such Lease Agreement was on a form included in the list of approved forms of lease agreements provided to Clayton Fixed Income Services LLC (“Clayton”) by BMW FS.
8. The 2018-1 Lease is a U.S. dollar-denominated obligation.	8. Observe the related Lease Agreement and confirm that the Monthly Payments required to be made by the related Lessee are not specifically described as being in a currency other than U.S. dollars.

9. The 2018-1 Lease was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws.	9. Observe the related Lease Agreement and confirm that, as of the Closing Date, such Lease Agreement was on a form included in the list of approved forms of lease agreements provided to Clayton by BMW FS.
10. The 2018-1 Lease (a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, and (c) no right of rescission, setoff, counterclaim or defense with respect to such 2018-1 Lease has been asserted or threatened in writing.	10. Observe the related Lease Agreement and confirm that, as of the Closing Date, such Lease Agreement was on a form included in the list of approved forms of lease agreements provided to Clayton by BMW FS. Observe the Data Tape and confirm that, as of the Closing Date, the 2018-1 Lease has one of the status codes provided by BMW FS to Clayton for the purpose of such confirmation. Observe the related 2018-1 Lease in the Data Tape and confirm it was an active account on the Closing Date.
11. For each 2018-1 Lease that was executed electronically, an electronic executed copy of the documentation associated with the 2018-1 Lease is located at one of BMW FS’ offices.	11. Observe the electronic Lease Agreement in BMW FS’ customer service system and confirm that, if the related Lease Agreement was executed electronically, an electronic copy of the executed Lease Agreement appears therein.
12. The 2018-1 Lease requires the related Lessee to obtain physical damage and liability insurance that names BMW FS or the lessor as loss payee covering the related 2018-1 Vehicle.	12. Observe the related Lease Agreement and confirm that, as of the Closing Date, the face of such Lease Agreement required that the related Lessee to obtain physical damage and liability insurance naming BMW FS or the lessor as loss payee.
13. The 2018-1 Lease has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues.	13. Observe (a) the copy of the related Lease Agreement in the Lease File and confirm on the face of the Lease Agreement that it is marked appropriately to indicate the assignment of the related 2018-1 Lease to the Vehicle Trust and (b) the related Lease Agreement and confirm there is no notation on the face of the related Lease Agreement of any lien, encumbrances or rights of others (other than liens relating to administration of title and tax issues).
14. As of the Cutoff Date, the Lessee of the 2018-1 Lease has a garaging state address in a Trust State and such Lessee is not BMW FS, the Depositor or any of their respective affiliates.	14. Observe the face of the related Lease Agreement and confirm that, as of the Cutoff Date, (i) the garaging state address of the related Lessee was in a State on the list of Trust States provided to Clayton by BMW FS, and (ii) the Lessee is not BMW FS, the Depositor or any other entity on the list of affiliates provided to Clayton by BMW FS.
15. The Certificate of Title for the vehicle related to the 2018-1 Lease is registered in the name of the Vehicle Trust or the Vehicle Trustee (or a properly completed application for such certificate of title has been submitted to the appropriate titling authority).	15. Observe the related Lease File and confirm that either (i) the copy of the Certificate of Title for the related 2018-1 Vehicle contained therein is registered to the Vehicle Trust or the Vehicle Trustee or (ii) such Lease File contains evidence that, as of the Closing Date, a properly completed application for the Certificate of Title to be registered to the Vehicle Trust or the Vehicle Trustee has been submitted to a titling authority.

16. The 2018-1 Lease is a closed-end lease that required all Monthly Payments to be made within 36 months of the date of origination of such lease.	16. Observe the related Lease Agreement and confirm that, as of the Closing Date, the lease term stated on the face of such Lease Agreement was no more than 36 months.
17. The 2018-1 Lease is fully assignable and does not require the consent of the Lessee as a condition to any transfer, sale or assignment of the rights of the related originator.	17. Observe the related Lease Agreement and confirm that the face of such Lease Agreement contains a statement thereon indicating that the 2018-1 Lease may be transferred, sold or assigned without the consent of the related Lessee.
18. The 2018-1 Lease has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices.	18. Observe the related Lease File and confirm that, as of the Closing Date, the 2018-1 Lease has not been deferred or otherwise modified except in accordance with BMW FS’ normal credit and collection policies and practices.
19. The 2018-1 Lease is not an asset of an Other SUBI.	19. Observe the Data Tape and confirm that the 2018-1 Lease is described therein as being an asset of the 2018-1 SUBI (through a unique “IT” code to be provided by BMW) which identifies the 2018-1 SUBI.
20. The servicing systems of BMW FS do not indicate that the Lessee of the 2018-1 Lease is currently the subject of a bankruptcy proceeding.	20. Observe the Data Tape and confirm that, as of the Closing Date, the 2018-1 Lease is not described thereon as being the subject of a bankruptcy proceeding.
21. The 2018-1 Lease constitutes tangible “chattel paper” or “electronic chattel paper” for purposes of the UCC and, if such 2018-1 Lease constitutes “electronic chattel paper,” the Vehicle Trust has “control” (as such term is used in Section 9-105 of the UCC) over the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such 2018-1 Lease.	21. Observe the related Lease Agreement and confirm that (i) such Lease Agreement was on a form included in the list of approved forms of lease agreements provided to Clayton by BMW FS, and (ii) if such Lease Agreement was completed electronically, the face of such Lease Agreement indicates that it is the “Authoritative Copy”.

ARTICLE ONE DEFINITIONS		1
Section 1.01.	General Definitions	1
Section 1.02.	Incorporation of UCC by Reference	2
ARTICLE TWO ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS		2
Section 2.01.	Establishment of the Accounts	2
Section 2.02.	“Financial Assets” Election	3
Section 2.03.	Entitlement Orders	3
Section 2.04.	Subordination of Lien; Waiver of Set-Off	3
Section 2.05.	Notice of Adverse Claims	3
ARTICLE THREE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY		4
Section 3.01.	Representations, Warranties and Covenants of the Securities Intermediary	4
ARTICLE FOUR MISCELLANEOUS		5
Section 4.01.	Choice of Law	5
Section 4.02.	Conflict with other Agreements	5
Section 4.03.	Amendments	5
Section 4.04.	Successors	5
Section 4.05.	Notices	5
Section 4.06.	Termination	5
Section 4.07.	Counterparts	6
Section 4.08.	Limitation of Liability of Owner Trustee	6
Section 4.09.	Communications with Rating Agencies	6