Servicing Agreement



 Exhibit 10.5 
 SERVICING AGREEMENT 
 among 

BANK OF AMERICA, NATIONAL ASSOCIATION, 
 as Servicer and as Custodian 
 BANK OF AMERICA AUTO TRUST 2012-1,

 as Issuer 
 and 
 U.S. BANK NATIONAL ASSOCIATION, 

as Indenture Trustee 
 Dated as of April 18, 2012 








							
	 ARTICLE I         DEFINITIONS AND USAGE
	  	 	1	  
			
	 Section 1.1.
	  	Definitions	  	 	1	  
		
	 ARTICLE II         SERVICER AS CUSTODIAN
	  	 	1	  
			
	 Section 2.1.
	  	Custody of Receivable Files	  	 	1	  
	 Section 2.2.
	  	Effective Period, Termination, and Amendment; Interpretive and Additional Provisions	  	 	2	  
		
	 ARTICLE III         ADMINISTRATION AND SERVICING OF RECEIVABLES AND PURCHASED
PROPERTY
	  	 	3	  
			
	 Section 3.1.
	  	Duties of Servicer	  	 	3	  
	 Section 3.2.
	  	Collection of Receivable Payments	  	 	4	  
	 Section 3.3.
	  	Realization Upon Receivables	  	 	6	  
	 Section 3.4.
	  	Allocations of Collections	  	 	7	  
	 Section 3.5.
	  	Maintenance of Security Interests in Financed Vehicles	  	 	7	  
	 Section 3.6.
	  	Covenants of Servicer	  	 	7	  
	 Section 3.7.
	  	Purchase of Receivables Upon Breach by the Servicer	  	 	7	  
	 Section 3.8.
	  	Servicing Fee and Supplemental Servicing Fee Payable to the Servicer	  	 	8	  
	 Section 3.9.
	  	Annual Statement as to Compliance; Notice of Servicer Termination Event	  	 	8	  
	 Section 3.10.
	  	Servicer Expenses	  	 	9	  
	 Section 3.11.
	  	Annual Registered Public Accounting Firm Attestation Report	  	 	9	  
	 Section 3.12.
	  	Exchange Act Filings	  	 	9	  
	 Section 3.13.
	  	Form 15	  	 	9	  
	 Section 3.14.
	  	Compliance with the FDIC Rule	  	 	9	  
		
	 ARTICLE IV         DISTRIBUTIONS; STATEMENTS
	  	 	10	  
			
	 Section 4.1.
	  	Establishment of Accounts; Deposits into Collection Account	  	 	10	  
	 Section 4.2.
	  	Retention of Servicing Fees	  	 	10	  
	 Section 4.3.
	  	Statements to Issuer	  	 	10	  
		
	 ARTICLE V         THE SERVICER
	  	 	10	  
			
	 Section 5.1.
	  	Representations of Servicer	  	 	10	  
	 Section 5.2.
	  	Indemnities of Servicer	  	 	11	  
	 Section 5.3.
	  	Merger or Consolidation of, or Assumption of the Obligations of, Servicer	  	 	12	  
	 Section 5.4.
	  	Limitation on Liability of Servicer and Others	  	 	12	  
	 Section 5.5.
	  	Subservicer and Delegation of Duties	  	 	13	  
	 Section 5.6.
	  	Servicer Not to Resign as Servicer	  	 	13	  
	 Section 5.7.
	  	Servicer May Own Notes or Certificates	  	 	13	  
	 Section 5.8.
	  	Sarbanes-Oxley Act Requirements	  	 	13	  
		
	 ARTICLE VI         SERVICING TERMINATION
	  	 	14	  
			
	 Section 6.1.
	  	Servicer Termination Events	  	 	14	  


  

							
		 	 	i	  	  	Servicing Agreement (BAAT 2012-1)










							
	 Section 6.2.
	  	Appointment of Successor Servicer	  	 	15	  
	 Section 6.3.
	  	Notification to Noteholders and Certificateholders	  	 	16	  
	 Section 6.4.
	  	Waiver of Past Servicer Termination Events	  	 	16	  
	 Section 6.5.
	  	Termination	  	 	17	  
	 Section 6.6.
	  	Optional Purchase of All Receivables	  	 	17	  
		
	 ARTICLE VII         MISCELLANEOUS PROVISIONS
	  	 	17	  
			
	 Section 7.1.
	  	Amendment	  	 	17	  
	 Section 7.2.
	  	Counterparts	  	 	19	  
	 Section 7.3.
	  	GOVERNING LAW	  	 	19	  
	 Section 7.4.
	  	Submission to Jurisdiction; Waiver of Jury Trial	  	 	19	  
	 Section 7.5.
	  	Headings and Cross-References	  	 	20	  
	 Section 7.6.
	  	Notices	  	 	20	  
	 Section 7.7.
	  	Severability of Provisions	  	 	20	  
	 Section 7.8.
	  	Further Assurances	  	 	20	  
	 Section 7.9.
	  	Waivers	  	 	20	  
	 Section 7.10.
	  	Cumulative Remedies	  	 	20	  
	 Section 7.11.
	  	Third-Party Beneficiaries	  	 	20	  
	 Section 7.12.
	  	Nonpetition Covenant	  	 	21	  
	 Section 7.13.
	  	Limitation of Liability	  	 	21	  
	 Section 7.14.
	  	Regulation AB	  	 	21	  
	 Section 7.15.
	  	Information to Be Provided by the Indenture Trustee	  	 	21	  
	 Section 7.16.
	  	Form 8-K Filings	  	 	22	  
	 Section 7.17.
	  	Indemnification	  	 	23	  
	 Section 7.18.
	  	Not applicable to BANA in other Capacities	  	 	23	  


  

							
		 	 	ii	  	  	Servicing Agreement (BAAT 2012-1)










					
			
	 EXHIBIT A
	  	FORM OF MONTHLY SERVICER REPORT	  	A-1
			
	 EXHIBIT B
	  	SERVICING CRITERIA TO BE ADDRESSED IN INDENTURE TRUSTEE’S ASSESSMENT OF COMPLIANCE	  	B-1
			
	 EXHIBIT C
	  	FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION	  	C-1


  

							
		 	 	iii	  	  	Servicing Agreement (BAAT 2012-1)









 This SERVICING AGREEMENT, (as amended, modified or supplemented from time to time, this
“Agreement”), is made as of April 18, 2012 among Bank of America, National Association, a national banking association (“BANA”), as servicer (in such capacity, the “Servicer”) and as custodian
(in such capacity, the “Custodian”), Bank of America Auto Trust 2012-1, a Delaware statutory trust, as issuer (the “Issuer”), and U.S. Bank National Association, a national banking association, as indenture trustee
(the “Indenture Trustee” and together with the Servicer, the Custodian, the Indenture Trustee and the Issuer, the “Parties” and each a “Party”). 

1. The Issuer purchased a specified portfolio of receivables consisting of motor vehicle installment loans and retail installment sales
contracts and related property from Bank of America Auto Receivables Securitization, LLC, a Delaware limited liability company (the “Depositor”). 
 2. The Servicer is willing to service, on behalf of the Issuer, the Receivables. 

3. The Servicer is willing to act as the custodian, on behalf of the Issuer, of the Receivables and related property. 

In consideration of the foregoing, other good and valuable consideration, and the mutual terms and covenants contained herein, the
Parties hereto agree as follows: 
 ARTICLE I 
 DEFINITIONS AND USAGE 
 Section 1.1. Definitions. Certain capitalized
terms used in the above recitals and in this Agreement are defined in and shall have the respective meanings assigned to them in Appendix A to the Sale Agreement, dated as of the Closing Date, as amended, modified or supplemented from time to
time, between the Depositor and the Issuer. All references herein to “the Agreement” or “this Agreement” are to this Servicing Agreement as it may be amended, supplemented or modified from time to time, the exhibits
and attachments hereto and the capitalized terms used herein which are defined in such Appendix A, and all references herein to Articles, Sections and subsections are to Articles, Sections or subsections of this Agreement unless otherwise
specified. The rules of construction and usage set forth in such Appendix A shall be applicable to this Agreement. 

ARTICLE II 

SERVICER AS CUSTODIAN 
 Section 2.1. Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Indenture Trustee, upon the execution and delivery of
this Agreement, hereby revocably appoints BANA to act as Custodian, and BANA hereby accepts such appointment, to act solely as the agent for the Indenture Trustee, as pledgee of the Issuer and as custodian of the following documents or instruments,
which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer pursuant to the Indenture (collectively, the “Receivable Files”) with respect to each Receivable (but only to the extent applicable to such
Receivable and only to the extent held in tangible paper form): 

  

					
		 		  	Servicing Agreement (BAAT 2012-1)









 (a) the fully executed original of the installment sale contract or the promissory note and
security agreement, as applicable, for such Receivable (with respect to tangible chattel paper) or an “authoritative copy” (as such term is used in Section 9-105 of the UCC) of the Receivable (with respect to electronic chattel paper)
or, if no such original executed Receivable or authoritative copy exists, a copy thereof, including any written amendment or extensions thereto; provided, however, that an authoritative copy may be held by a third party service
provider; 
 (b) the original credit application, an electronic image thereof or a photocopy thereof to the extent held in paper
form; 
 (c) the original Certificate of Title for the related Financed Vehicle (or evidence that such certificate of title has
been applied for) or such other documents (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer will keep on file, in accordance with its normal policies and procedures, evidencing the security interest of BANA, as
first lienholder or secured party, in such Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the servicer to obtain or to
hold the Certificate of Title; and 
 (d) any and all other documents that the Servicer keeps on file in accordance with its
Customary Servicing Practices relating to the individual Receivable, Obligor or Financed Vehicle. 
 The Issuer and the
Indenture Trustee shall have no responsibility to monitor the Servicer’s performance as custodian and shall have no liability in connection with the Servicer’s performance of such duties hereunder. 

The Custodian hereby acknowledges receipt of the Receivable Files for each Receivable listed on the Schedule of Receivables. 

Section 2.2. Effective Period, Termination, and Amendment; Interpretive and Additional Provisions. The Servicer’s
appointment as Custodian has become effective as of the Cut-Off Date and will continue in full force and effect until terminated as herein provided. The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as
Custodian except upon the reasonable determination by the Servicer that the performance of its duties herein is no longer permissible under applicable law. No such resignation shall become effective until a successor Custodian shall have assumed the
responsibilities and obligations of the Custodian in accordance with Section 6.2. If BANA resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer are terminated
under Section 6.1, the appointment of the Servicer as Custodian hereunder will be terminated. As soon as practicable after any termination under this Section 2.2 the Custodian at its expense will deliver to the Indenture
Trustee or the Indenture Trustee’s designee, the Receivable Files and the related accounts and Records maintained by the Custodian at such place or places as the Indenture Trustee may reasonably designate provided, however, that
with respect 

  

							
		 	 	2	  	  	Servicing Agreement (BAAT 2012-1)









 
to authoritative copies of the Receivables constituting electronic chattel paper, the Servicer, as Custodian, in its sole discretion, shall either (i) continue to hold any such authoritative
copies on behalf of the Issuer and the Indenture Trustee or the Indenture Trustee’s agent or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such
that such copy delivered to the Indenture Trustee or the Indenture Trustee’s agent becomes the authoritative copy of the Receivable constituting electronic chattel paper. 
 ARTICLE III 
 ADMINISTRATION AND SERVICING OF 

RECEIVABLES AND PURCHASED PROPERTY 
 Section 3.1. Duties of Servicer. Effective as of the Cut-Off Date, the Servicer is hereby appointed and authorized to act as agent for the Issuer and in such capacity shall manage, service,
administer, make collections on, and make remittances with respect to, the Receivables in accordance with its Customary Servicing Practices, subject to the provisions herein, using that degree of skill and attention that the Servicer exercises with
respect to comparable automotive receivables that it services for itself or others. The Servicer hereby accepts such appointment and authorization and agrees to perform the duties of Servicer set forth herein. The Servicer’s duties shall
include tracking the balances of outstanding Receivables, notifying Obligors of the amounts and due dates of their required payments, communicating with Obligors regarding their accounts and seeking to collect overdue payments. The Servicer is not
required under the Transaction Documents to make any disbursements via wire transfer or otherwise on behalf of an Obligor. There are no requirements under the Receivables or the Transaction Documents for funds to be, and funds shall not be, held in
trust for an Obligor. No payments or disbursements shall be made by the Servicer on behalf of an Obligor. Subject to the provisions of Section 3.2 and any other provision in this Agreement restricting the Servicer or specifying
obligations different from the Customary Servicing Practices, the Servicer shall follow its Customary Servicing Practices and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing,
administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered, pursuant to this Section 3.1, to execute and deliver, on behalf of
itself or the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholder, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable
instruments, with respect to the Receivables and the Financed Vehicles. The Servicer is hereby authorized to commence, in its own name or in the name of the Issuer, a legal Proceeding to enforce a Receivable as contemplated by
Section 3.3, to enforce all obligations or participate in a legal Proceeding (including without limitation a bankruptcy Proceeding) relating to or involving a Receivable including a Defaulted Receivable. If the Servicer commences or
participates in such a legal Proceeding in its own name, the Servicer is hereby authorized and empowered by the Issuer pursuant to this Section 3.1 to obtain possession of the related Financed Vehicle and immediately and without further
action on the part of the Issuer or the Servicer, the Issuer shall thereupon automatically assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer for the benefit of the Issuer for purposes of
commencing or participating in any such Proceeding as a party or claimant. Upon such automatic assignment, the Servicer 

  

							
		 	 	3	  	  	Servicing Agreement (BAAT 2012-1)









 
will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such Receivable and the related Financed Vehicle. At the
Servicer’s request from time to time, the Issuer shall provide the Servicer with evidence of the assignment in trust for the benefit of the Issuer, as applicable, as may be reasonably necessary for the Servicer to take any of the actions set
forth in the following sentence. The Servicer is hereby authorized and empowered by the Issuer and the Indenture Trustee to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other
documents or instruments in connection with any such Proceeding. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the grounds that it shall not be a real party in interest or a holder
entitled to enforce such Receivable, the Issuer shall, at the Servicer’s expense and direction, take steps to enforce such Receivable, including bringing suit in the name of the Issuer. The Issuer shall furnish the Servicer with any powers of
attorney and other documents and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its duties herein. Except to the extent required by the preceding two sentences, the authority and rights
granted to the Servicer in this Section 3.1 shall be nonexclusive and shall not be construed to be in derogation of the retention by the Issuer or the Indenture Trustee of equivalent authority and rights. 

Section 3.2. Collection of Receivable Payments. (a) The Servicer will make reasonable efforts to collect all payments called
for under the terms and provisions of the Receivables as and when the same become due in accordance with its Customary Servicing Practices. Subject to Section 3.6, the Servicer may grant Permitted Modifications, but not any other
extension, deferral, amendment, modification, alteration or adjustment, with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final
payment by the Obligor of any Receivable beyond the last day of the Collection Period preceding the Final Scheduled Payment Date for the latest maturing Class of Notes (such extension, a “Post-Maturity Term Extension”), or
(ii) reduces the Annual Percentage Rate or the Amount Financed with respect to any Receivable (such reduction, a “Reduction Event”) other than as required by applicable law (including, without limitation, by the Servicemembers
Civil Relief Act) or by court order it will promptly purchase such Receivable in the manner provided in Section 3.7; provided, further, that the Servicer shall not make any modification described in the preceding proviso
that would trigger a purchase pursuant to the above provisions or pursuant to Section 3.7, in either case for the sole purpose of enabling the Servicer to purchase a Receivable from the Issuer. The Servicer shall not be required to make
any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs, made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s
records related to such Receivables in accordance with the its Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables. 

  

							
		 	 	4	  	  	Servicing Agreement (BAAT 2012-1)









 “Permitted Modification” means an extension, deferral, amendment, modification, alteration
or adjustment to the terms of, or with respect to, any Receivable with respect to which at least one of the following conditions has been satisfied: 
 (i) any amendment, modification, alteration or adjustment, individually and collectively with any other amendment, modification, alteration or adjustment proposed to be made with respect to the
Receivable, is ministerial in nature; 
 (ii) in the case of an extension or deferral, (A) the Obligor is in
payment default or, in the judgment of the Servicer in accordance with Customary Servicing Practices, it is reasonably foreseeable that the Obligor will default (it being understood that the Servicer may proactively contact any Obligor whom the
Servicer believes may be at higher risk of a payment default under the related Receivable) and (B) the number of monthly payments on such Receivable that are extended or deferred does not exceed six monthly payments or, if the Receivable has an
original term greater than 72 months, does not exceed seven monthly payments, in each case, exclusive of any Permitted Modification in accordance with clause (iii) below; 

(iii) in the case of an extension or deferral, (A) the Obligor’s address is within a geographic area determined
by the President of the United States or the Governor of the applicable State to warrant individual, or individual and public, assistance from the federal government under the Robert T. Stafford Disaster Relief and Emergency Assistance Act or
similar State law, as the case may be, and (B) the number of monthly payments on such Receivable that are extended or deferred pursuant to clause (iii)(A) may not exceed four monthly payments (exclusive of any Permitted Modification in
accordance with clause (ii) above); or 
 (iv) any such extension, deferral, amendment, modification,
alteration or adjustment, including a “payment holiday” or “skip-a-pay” extension granted to an Obligor, is in accordance with the Servicer’s Customary Servicing Practices and the Servicer has delivered an opinion to the
Issuer, the Indenture Trustee and the Owner Trustee to the effect that such extension, deferral, amendment, modification, alteration or adjustment will not cause the Issuer to be treated, for United States federal income tax purposes, as an
association (or a publicly traded partnership) taxable as a corporation or as other than a grantor trust of the type described in Treasury Regulation section 301.7701-4(c). 
 (b) The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable. 

(c) The Servicer shall distribute to the applicable Obligor any rebates or refunds of premiums with respect to the cancellation or
termination of any insurance policy, extended warranty or service contract required by law or contract to be returned to such Obligor (but only to the extent such amounts are actually received by the Servicer). 

(d) Records documenting collection efforts with respect to any Receivable shall be maintained by the Servicer during the period a
Receivable is delinquent in accordance with the Servicer’s Customary Servicing Practices. Such records shall be maintained on at least a periodic basis that is not less frequent than the Servicer’s Customary Servicing Practices, and
describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment) in accordance with
the Servicer’s Customary Servicing Practices. 

  

							
		 	 	5	  	  	Servicing Agreement (BAAT 2012-1)









 (e) The Servicer shall not be required to maintain a fidelity bond or errors and omissions
policy. 
 (f) Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any Receivable by making a
new loan to the related Obligor and depositing the full Amount Financed of such Receivable into the Collection Account. The receivable created by such refinancing shall not be the property of the Issuer. The Amount Financed shall be treated for all
purposes, including for tax purposes, as a payoff of all amounts owed by the related Obligor with respect to such Receivable and the lien created by such Receivable in the related Financed Vehicle shall be released at the time of such refinancing.

 Section 3.3. Realization Upon Receivables. (a) On behalf of the Issuer, the Servicer shall use commercially
reasonable efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer has determined eventual payment in full is unlikely
unless it determines in its sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such Receivable would be
increased by forbearance. The Servicer is authorized to follow such Customary Servicing Practices as it follows in its servicing of comparable motor vehicle receivables, which practices, policies and procedures may include selling the Financed
Vehicles at public or private sale and other actions by the Servicer in order to realize upon such a Receivable. The foregoing is subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall
not be required to expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall reasonably determine in its discretion that such repair and/or repossession shall increase the proceeds of liquidation
of the related Receivable by an amount greater than the amount of such expenses. After repossession of a Financed Vehicle, the Servicer shall in accordance with its Customary Servicing Practices sell such Financed Vehicle in a public or private sale
as soon as is practicable after repossession, subject to any applicable laws. The Servicer is authorized to take any and all actions necessary or appropriate on behalf of the Issuer to evidence the sale of the Financed Vehicle at public or private
sale free from any Lien or other interest of the Issuer or the Indenture Trustee. The Servicer shall be entitled to receive Liquidation Expenses with respect to each Defaulted Receivable at such time as the Receivable becomes a Defaulted Receivable
from the related Liquidation Proceeds. 
 (b) The Servicer may from time to time (but is not required to) sell any Deficiency
Balance in accordance with its Customary Servicing Practices; provided, however, that (i) such sale must be to a Person who is not an Affiliate of the Servicer, (ii) each sale must be made at a price equal to the fair market
value of such Deficiency Balance in cash in immediately available funds and (iii) such sale must be without recourse, representation or warranty by the Issuer or the Servicer (other than any representation or warranty regarding the absence of
Liens, that the Issuer has good title to the Deficiency Balance, or similar representation or warranty). Net proceeds of any such sale allocable to the related Receivable will constitute Liquidation Proceeds, and the sole right of the Issuer and the
Indenture Trustee with respect to any such Receivable will be to receive such Liquidation Proceeds. Upon such sale, (i) the Indenture Trustee shall release the lien on any Deficiency Balance sold and (ii) the Servicer will mark its
computer records indicating that any such Receivable has been sold. 

  

							
		 	 	6	  	  	Servicing Agreement (BAAT 2012-1)









 Section 3.4. Allocations of Collections. If an Obligor is obligated under one or
more Receivables and also under one or more other assets owned by the Servicer or assigned to a third party, then any payment on any such asset received from or on behalf of such Obligor will, if identified as being made with respect to a particular
item or asset, be applied to such item, and otherwise will be allocated by the Servicer in accordance with its Customary Servicing Practices. 
 Section 3.5. Maintenance of Security Interests in Financed Vehicles. The Servicer shall, in accordance with its Customary Servicing Practices and at its own expense, take such steps as are
necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle. It is understood that the Financed Vehicles are the collateral and security for the Receivables, but that the Certificate of Title
with respect to a Financed Vehicle does not constitute collateral and merely evidences such security interest. The Issuer hereby authorizes the Servicer to re-perfect such security interest on behalf of the Issuer and the Indenture Trustee, as
necessary because of the relocation of a Financed Vehicle, or for any other reason. 
 Section 3.6. Covenants of
Servicer. Unless required by law (including, without limitation, by the Servicemembers Civil Relief Act) or court order, the Servicer will not release the Financed Vehicle securing any Receivable from the security interest granted by such
Receivable in whole or in part except (i) in the event of payment in full by or on behalf of the Obligor thereunder or payment in full less a deficiency which the Servicer would or would not attempt to collect in accordance with its Customary
Servicing Practices, (ii) in connection with repossession or (iii) except as may be required by an insurer in order to receive proceeds from any Insurance Policy covering such Financed Vehicle. 

Section 3.7. Purchase of Receivables Upon Breach by the Servicer. Upon discovery by any party to this Agreement of (i) a
Post-Maturity Term Extension or a Reduction Event as contemplated by Section 3.2 or (ii) a breach of any of the covenants set forth in Sections 3.5 or 3.6 that materially and adversely affects the interest of the
Noteholders, the party discovering such event described in clause (i) or (ii) herein shall give prompt written notice thereof to the other party hereto; provided, that delivery of the Monthly Servicer Report, which
identifies Receivables that are being or have been purchased, shall be deemed to constitute prompt notice of such event; provided, further, the failure to give such notice shall not affect any obligation of the Servicer hereunder. If
(i) either a Post-Maturity Term Extension or Reduction Event occurs with respect to any Receivable or (ii) a breach of any of the covenants set forth in Sections 3.5 or 3.6 materially and adversely affects the interests
of the Noteholders, then the Servicer shall either (i) correct or cure such breach or (ii) purchase such Receivable from the holder thereof, in either case on or before the last day of the second Collection Period (or, at the option of the
Servicer, the last day of the first Collection Period) following the date the Servicer became aware of or was notified of such breach. Any such breach or failure of the covenants set forth in Sections 3.5 or 3.6 will be deemed to
not have a material and adverse effect if such breach or failure does not affect the ability of the Issuer (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such purchase
by the Servicer 

  

							
		 	 	7	  	  	Servicing Agreement (BAAT 2012-1)









 
shall be at a price equal to the related Repurchase Price. In consideration for such purchase, the Servicer shall make a payment to the Issuer equal to the Repurchase Price by depositing such
amount into the Collection Account on the Business Day prior to the Payment Date immediately following the date of such repurchase. Upon receipt by the Issuer of such Repurchase Price by the Servicer, the Issuer shall (and shall cause the Indenture
Trustee to) release and execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by the Servicer to evidence such release, transfer or assignment or more
effectively vest in the Servicer or its designee all of the Issuer’s rights (and, if applicable, the Indenture Trustee’s rights and security interest) in any Receivable and related Purchased Assets repurchased pursuant to this
Section 3.7. It is understood and agreed that the right to cause the Servicer to purchase any Receivable as described above shall constitute the sole remedy (except as provided in Section 5.2 of this Agreement) against the
Servicer for such breach available to the Issuer. 
 Section 3.8. Servicing Fee and Supplemental Servicing Fee Payable
to the Servicer. (a) Servicing Fee. To compensate the Servicer for services rendered under this Agreement and the other Transaction Documents, the Issuer will pay the Servicer the Servicing Fee from the Cut-Off Date until the earliest to
occur of: 
 (i) resignation of the Servicer pursuant to Section 5.6; 

(ii) termination of the Servicer pursuant to Section 6.2; or 

(iii) the Termination Date (as defined in Section 6.5). 

Such Servicing Fee will be payable by the Issuer on each Payment Date in accordance with the priorities set forth in
Sections 5.4(b) and 8.4(a) of the Indenture. 
 (b) Supplemental Servicing Fee. In addition to the
Servicing Fee, and as additional compensation for its services rendered under this Agreement, the Servicer will be entitled to retain any late fees, prepayment charges, extension fees and other administrative fees and expenses or similar charges
allowed by applicable law collected (from whatever source) on the Receivables during each Collection Period (such amounts, the “Supplemental Servicing Fee”). 
 Section 3.9. Annual Statement as to Compliance; Notice of Servicer Termination Event. (a) So long as the Depositor is filing any reports with respect to the Issuer under the Exchange Act, the
Servicer will deliver to the Issuer, with a copy to the Indenture Trustee and the Owner Trustee, on or before March 30 of each year beginning March 30, 2013, an Officer’s Certificate (with appropriate insertions), providing such
information as is required under Item 1123 of Regulation AB. 
 (b) The Servicer will deliver to the Issuer, with a
copy to the Indenture Trustee, the Owner Trustee and the Administrator promptly after having obtained knowledge thereof, notice of the occurrence of any Servicer Termination Event. Except to the extent set forth in this Sections 3.9(b),
6.3 and 7.16 of this Agreement and Sections 3.12 and 6.5 of the Indenture, the Transaction Documents do not require any policies or procedures to monitor any performance or other triggers and Events of Default.


  

							
		 	 	8	  	  	Servicing Agreement (BAAT 2012-1)









 (c) So long as the Depositor is filing any reports with respect to the Issuer under the
Exchange Act, the Servicer will deliver to the Issuer, on or before March 30 of each year, beginning on March 30, 2013, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately
preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

 Section 3.10. Servicer Expenses. Subject to any limitations on the Servicer’s liability herein, the Servicer
will be required to pay all expenses incurred by it in connection with its activities hereunder, including fees, expenses and disbursements of any independent accountants and taxes imposed on the Servicer, except expenses incurred in realizing upon
Receivables under Section 3.3. 
 Section 3.11. Annual Registered Public Accounting Firm
Attestation Report. So long as the Depositor is filing any reports with respect to the Issuer under the Exchange Act, on or before March 30th of each year, beginning March, 30, 2013, the Servicer shall cause a registered public accounting firm, who may also
render other services to the Servicer or to its Affiliates, to furnish to the Servicer and the Depositor, each attestation report on assessments of compliance with the Servicing Criteria with respect to the Servicer or any Affiliate thereof during
the related fiscal year delivered by such accountants pursuant to paragraph (c) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The certification required by this paragraph may be replaced by any similar
certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable assets, or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated
by the Commission. 
 Section 3.12. Exchange Act Filings. The Issuer hereby authorizes the Servicer and the
Depositor, or either of them, to prepare, sign, certify and file any and all reports, statements and information respecting the Issuer and/or the Notes required to be filed pursuant to the Exchange Act and the rules thereunder. 

Section 3.13. Form 15. The Depositor shall file a Form 15 (or applicable successor form) to suspend the Depositor’s
reporting obligations with respect to the Issuer under the Exchange Act as soon as legally permissible (absent a change in circumstances making such a filing, in the judgment of the Depositor, imprudent). 

Section 3.14. Compliance with the FDIC Rule. The Servicer agrees (i) to perform the covenants set forth in Article
XII of the Indenture applicable to it and (ii) to facilitate compliance with Article XII of the Indenture by the Bank of America Parties. 

  

							
		 	 	9	  	  	Servicing Agreement (BAAT 2012-1)









 ARTICLE IV 
 DISTRIBUTIONS; STATEMENTS 
 Section 4.1. Establishment of Accounts;
Deposits into Collection Account. 
 (a) The Servicer shall cause to be established the Trust Accounts and the Certificate
Distribution Account in the manner set forth in Section 8.2(a) of the Indenture. If the Certificate Distribution Account ceases to be an Eligible Account, the Servicer on behalf of the Owner Trustee shall comply as necessary and
appropriate with Section 5.6 of the Trust Agreement if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof. 
 (b) The Servicer shall deposit all Collections on the Receivables into the Collection Account within the time, not to exceed two Business Days, necessary for the Servicer to clear any payments of
Collections received. Pending deposit in the Collection Account, Collections may be used by the Servicer at its own risk and are not required to be segregated from its own funds. 

(c) The Servicer may select Eligible Investments with respect to funds on deposit in the Collection Account in accordance with
Section 8.3 of the Indenture. 
 Section 4.2. Retention of Servicing Fees. Supplemental Servicing Fees
may be retained by the Servicer, and need not be deposited into the Collection Account. 
 Section 4.3. Statements to
Issuer. On or before each Determination Date, the Servicer will deliver to the Issuer, the Indenture Trustee and the Owner Trustee with respect to all of the Receivables on an aggregate basis a monthly servicer report substantially in the form
attached hereto as Exhibit A (each, a “Monthly Servicer Report”). The Indenture Trustee shall not be responsible for verifying or confirming the accuracy of the information provided to it by or at the direction of the
Servicer. No disbursements shall be made directly by the Servicer to a Noteholder or a Certificateholder, and the Servicer shall not be required to maintain any investor record relating to the posting of disbursements or otherwise. 

ARTICLE V 
 THE
SERVICER 
 Section 5.1. Representations of Servicer. The Servicer makes the following representations as of the
Cut-Off Date and as of the Closing Date: 
 (a) Existence and Power. The Servicer is a national banking association
validly existing and in good standing under the laws of the United States and has, in all material respects, full power and authority to own its assets and operate its business as presently owned or operated, and to execute, deliver and perform its
obligations under the Transaction Documents to which it is a party or affect the enforceability or collectibility of the Receivables or any other part of the Purchased Assets. The Servicer has obtained all necessary licenses and approvals in each
jurisdiction where the failure to do so would materially and adversely affect the ability of the Servicer to perform its obligations under the Transaction Documents or affect the enforceability or collectibility of the Receivables or any other part
of the Purchased Assets. 
 (b) Authorization and No Contravention. The execution, delivery and performance by the
Servicer of the Transaction Documents to which it is a party have been duly authorized by all necessary action on the part of the Servicer and do not contravene or constitute a default under (i) any applicable law, rule or regulation,
(ii) its organizational documents or (iii) any material indenture or material agreement or instrument to which the Servicer is a party or by which its properties are bound (other than violations of such laws, rules, regulations, indentures


  

							
		 	 	10	  	  	Servicing Agreement (BAAT 2012-1)









 
or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the
transactions contemplated by, or the Servicer’s ability to perform its obligations under, the Transaction Documents). 

(c) No Consent Required. No approval or authorization by, or filing with, any Governmental Authority is required in connection
with the execution, delivery and performance by the Servicer of any Transaction Document other than (i) UCC filings, (ii) approvals and authorizations that have previously been obtained and filings that have previously been made and
(iii) approvals, authorizations or filings which, if not obtained or made, would not have a material adverse effect on the enforceability or collectibility of the Receivables or any other part of the Purchased Assets or would not materially and
adversely affect the ability of the Servicer to perform its obligations under the Transaction Documents. 
 (d) Binding
Effect. Each Transaction Document to which the Servicer is a party constitutes the legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting the enforcement of creditors’ rights generally and, if applicable, the rights of creditors of national banks from time
to time in effect or by general principles of equity. 
 (e) No Proceedings. There are no actions, orders, suits or
Proceedings pending or, to the knowledge of the Servicer, threatened against the Servicer before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction Documents,
(ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents, (iii) seek any determination or ruling that would materially and
adversely affect the performance by the Servicer of its obligations under this Agreement or any of the other Transaction Documents or have a material adverse effect on the Noteholders or (iv) relating to the Servicer that would materially and
adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes. 

Section 5.2. Indemnities of Servicer. The Servicer shall be liable in accordance with this Agreement only to the extent of
the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: 
 (a)
The Servicer will compensate and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in Section 6.7 of the Indenture. The Servicer will compensate and indemnify the Owner Trustee to the extent and
subject to the conditions set forth in Section 8.1 and 8.2 of the Trust Agreement. The Servicer will compensate and indemnify the Administrator to the extent and subject to the conditions set forth in Section 3 of the
Administration Agreement. 
 (b) The Servicer shall defend, indemnify and hold harmless the Issuer, the Owner Trustee, the
Indenture Trustee, the Noteholders, the Certificateholder and the Depositor from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or
any Affiliate thereof of a Financed Vehicle. 

  

							
		 	 	11	  	  	Servicing Agreement (BAAT 2012-1)









 (c) Indemnification under this Section 5.2 by Servicer (or any successor
thereto) pursuant to Sections 5.3 and 5.6, as Servicer, with respect to the period such Person was the Servicer, shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the
termination of this Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments
pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

 (d) The Servicer shall indemnify the Securities Intermediary to the extent and subject to the conditions set forth in
Section 8 of the Account Control Agreement. 
 Section 5.3. Merger or Consolidation of, or Assumption of the
Obligations of, Servicer. Any corporation or other entity (a) into which the Servicer may be merged or consolidated, (b) resulting from any merger, conversion or consolidation to which the Servicer shall be a party, (c) succeeding
to the business of the Servicer, or (d) more than 50% of the voting stock (or, if not a corporation, other voting interests) of which is owned directly or indirectly by BAC, which corporation or other entity in any of the foregoing cases
executes an agreement of assumption to perform every obligation of the Servicer under the Transaction Documents, shall be the successor to the Servicer under the Transaction Documents without the execution or filing of any paper or any further act
on the part of any of the Parties to this Agreement, anything in the Transaction Documents to the contrary notwithstanding. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 5.3 to the
Issuer, the Indenture Trustee and the Owner Trustee. 
 Section 5.4. Limitation on Liability of Servicer and Others.
(a) None of the Servicer, the Custodian or any of the directors, officers, employees or agents of the Servicer or the Custodian shall be under any liability to the Indenture Trustee, the Issuer, the Noteholders, the Certificateholders or any other
Person for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, unless the Servicer’s or Custodian’s conduct, as applicable, constitutes willful misconduct, negligence or bad
faith. The Servicer, the Custodian and any director, officer or employee or agent of the Servicer or the Custodian may reasonably rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted
by any Person respecting any matters arising under this Agreement or under the other Transaction Documents. 
 (b) Except as
provided in this Agreement, neither the Servicer nor the Custodian shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service, or with respect to custody of, the Receivables in
accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer or the Custodian may undertake any reasonable action that it may deem necessary or desirable in
respect of the Transaction Documents and the rights and duties of the Parties to the Transaction Documents and the interests of the Issuer in the Transaction Documents. In such event, the legal expenses and costs for such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Servicer except to the extent otherwise provided herein. 

  

							
		 	 	12	  	  	Servicing Agreement (BAAT 2012-1)









 Section 5.5. Subservicer and Delegation of Duties. The Servicer may, at any time
without notice or consent, delegate (a) any or all of its duties (including, without limitation, its duties as Custodian) under the Transaction Documents to any of its Affiliates or (b) specific duties (including, without limitation, its
duties as Custodian) to sub-contractors who are in the business of performing such duties; provided, that no such delegation or subcontracting will relieve the Servicer of its responsibilities with respect to such duties as to which the
Servicer will remain primarily responsible with respect thereto and the Servicer will be solely responsible for the fees of any such sub-contractors. For any servicing activities delegated to third parties in accordance with this
Section 5.5, the Servicer shall follow such policies and procedures to monitor the performance of such third parties and compliance with such servicing activities as the Servicer follows with respect to comparable motor vehicle
receivables serviced by the Servicer for its own account. 
 Section 5.6. Servicer Not to Resign as Servicer.
Subject to the provisions of Section 5.3, the Servicer shall not resign from its obligations and duties under this Agreement except upon the mutual consent of the Servicer, the Indenture Trustee and the Issuer or upon its determination
that the performance of its duties under this Agreement shall no longer be permissible under applicable law. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee and the Indenture
Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered
to the Issuer, the Owner Trustee, and the Indenture Trustee concurrently with or promptly after such notice. No such resignation shall become effective until the Indenture Trustee or a successor Servicer shall have (i) taken the actions
required by Section 6.2, (ii) assumed the responsibilities and obligations of the Servicer and (iii) provided in writing the information reasonably requested by the Depositor to comply with its reporting obligation under the
Exchange Act with respect to any replacement Servicer. 
 Section 5.7. Servicer May Own Notes or Certificates. The
Servicer, and any Affiliate of the Servicer, may, in its individual or any other capacity, become the owner or pledgee of Notes or Certificates with the same rights as it would have if it were not the Servicer or an Affiliate thereof, except as
otherwise expressly provided herein or in the other Transaction Documents. Except as set forth herein or in the other Transaction Documents, Notes and Certificates so owned by or pledged to the Servicer or such Affiliate shall have an equal and
proportionate benefit under the provisions of this Agreement, without preference, priority or distinction as among all of the Notes and Certificates, except as specifically provided for in the Transaction Documents. 

Section 5.8. Sarbanes-Oxley Act Requirements. To the extent any documents are required to be filed or any certification is
required to be made with respect to the Issuer, the Certificates or the Notes pursuant to the Sarbanes-Oxley Act, the Issuer hereby authorizes the Servicer and the Depositor, or either of them, to prepare, sign, certify and file any such documents
or certifications on behalf of the Issuer. 

  

							
		 	 	13	  	  	Servicing Agreement (BAAT 2012-1)









 ARTICLE VI 
 SERVICING TERMINATION 
 Section 6.1. Servicer Termination Events. (a)
If any one or more of the following events (“Servicer Termination Event”) shall occur and be continuing: 
 (i)
any failure by the Servicer to deliver or cause to be delivered to the Indenture Trustee or the Owner Trustee for deposit into the Collection Account any payment required to be so delivered by the Servicer under the terms of this Agreement that
shall continue unremedied for a period of ten (10) Business Days after written notice of such failure is received (1) by the Servicer from the Issuer or the Indenture Trustee or (2) by the Issuer, the Indenture Trustee and the
Servicer from the Noteholders of Notes evidencing not less than a majority of the Outstanding Note Balance of the Controlling Class or, if no Notes are Outstanding, from the Majority Certificateholders; or 

(ii) failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements, as the
case may be, set forth in this Agreement (other than Section 3.14), which failure shall (A) materially and adversely affect the rights of Noteholders or Certificateholders and (B) continue unremedied for a period of ninety
(90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (1) to the Servicer by the Issuer or the Indenture Trustee or (2) to the Issuer, the Indenture Trustee and the
Servicer by the Noteholders of Notes evidencing not less than a majority of the Outstanding Note Balance of the Controlling Class or, if no Notes are Outstanding, from the Majority Certificateholders; or 

(iii) the Servicer suffers a Bankruptcy Event; 
 provided, however, that if a delay in or failure of performance referred to under clauses (i) or (ii) above was caused by force majeure or similar occurrence the
grace period in the applicable clause will be extended for an additional thirty days; 
 provided, further, the existence
or occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any presumption that any event in clauses (i) or (ii) above has occurred; 

then, so long as a Servicer Termination Event shall not have been remedied, either the Indenture Trustee or the holders of Notes
evidencing not less than a majority of the principal amount of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Majority Certificateholders), by notice then given in writing to the Servicer (and to the Indenture
Trustee and the Issuer if given by the Noteholders and to the Issuer if given by the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written
notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Trust Estate or otherwise, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be
appointed under Section 6.2; and, without limitation, the Indenture Trustee and the Issuer are hereby authorized and empowered to execute and deliver, on behalf of 

  

							
		 	 	14	  	  	Servicing Agreement (BAAT 2012-1)









 
the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. 
 (b) Upon termination of the Servicer under Section 6.1(a), the predecessor Servicer shall cooperate with the Indenture Trustee, the Issuer and such successor Servicer in effecting the
termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Indenture Trustee or such successor Servicer for administration of all cash amounts that shall at the time be held by the
predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable and the delivery of the Receivable Files and the related accounts and Records to the extent maintained by the Servicer. All reasonable costs and expenses
(including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 6.1 shall be paid by the
predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. 
 Section 6.2.
Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 6.1 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer
shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice
and, in the case of resignation, until the later of (x) the date 45 days from the delivery to the Indenture Trustee and the Issuer of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of
this Agreement and (y) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or
termination hereunder, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer) shall appoint a successor Servicer, and the successor Servicer shall accept its appointment by a written assumption in form acceptable to the Issuer and the
Indenture Trustee (if the Notes are Outstanding). In the event that a successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 6.2, the Indenture
Trustee without further action shall automatically be appointed the successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties
and obligations, such release not to be effective until the date a successor Servicer enters into a written assumption as provided in this Section 6.2. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new
servicer as the successor Servicer in accordance with this Section 6.2. Notwithstanding the above, if the Indenture Trustee shall be legally unable so to act or if, within 30 days after the delivery of its notice of resignation, the
Issuer shall not have obtained a successor Servicer, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer) shall appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not
less than $100,000,000 and whose regular business shall include the servicing of automotive receivables, as the successor to the Servicer under this Agreement; provided that, unless no Notes are Outstanding, the Rating Agency Condition shall
be satisfied in connection with such appointment. 

  

							
		 	 	15	  	  	Servicing Agreement (BAAT 2012-1)









 (b) Upon appointment, the successor Servicer shall be the successor in all respects to the
predecessor Servicer and shall be subject to all the responsibilities, duties, and liabilities arising thereafter relating thereto placed on the predecessor Servicer, by the terms and provisions of this Agreement; provided, that (i) any
failure of such successor Servicer to perform such responsibilities or duties that are caused by the predecessor Servicer’s failure to provide information or monies required hereunder shall not be considered a default by such successor
Servicer, (ii) such successor Servicer shall have no liability for actions, inactions or representations of the predecessor Servicer, (iii) the successor Servicer shall have no obligation to pay any taxes required to be paid by the
predecessor Servicer, (iv) the successor Servicer shall have no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) the successor Servicer shall have no liability or obligation with
respect to any indemnification obligations of any predecessor Servicer. The indemnification obligations of the successor Servicer are expressly limited to those instances in which liability would otherwise be imposed by reason of willful misconduct,
negligence or bad faith. 
 (c) In connection with such appointment, the Indenture Trustee may make such arrangements for the
compensation of such successor Servicer out of payments on Receivables as it and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of the compensation permitted for the predecessor
Servicer under this Agreement. The Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. 

(d) Notwithstanding anything herein or in the other Transaction Documents to the contrary, in no event shall any successor Servicer be
required to purchase any Receivable pursuant to Section 3.7 herein. 
 Section 6.3. Notification to
Noteholders and Certificateholders. Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VI, the Indenture Trustee shall give prompt written notice thereof to Noteholders and the Issuer, and the
Issuer shall give prompt written notice thereof to Certificateholders at their respective addresses of record. 

Section 6.4. Waiver of Past Servicer Termination Events. The Holders of the Notes evidencing not less than a majority of the
principal amount of the Outstanding Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Majority Certificateholders) may, on behalf of all Noteholders (or the Certificateholders, as applicable), waive any Servicer Termination
Event hereunder and its consequences, except an event resulting from the failure by the Servicer to make any required payments in accordance with this Agreement, which shall require the unanimous vote of all Holders of Outstanding Notes and
Certificates. Upon any such waiver of a past Servicer Termination Event, such Servicer Termination Event shall cease to exist, and shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other Servicer Termination Event or impair any right consequent thereon. The Indenture Trustee shall provide written notice of any such waiver to the Issuer. 

  

							
		 	 	16	  	  	Servicing Agreement (BAAT 2012-1)









 Section 6.5. Termination. Unless earlier terminated, this Agreement will
terminate on the Payment Date in the month following the final payment or liquidation of all the Receivables (the “Termination Date”). 
 Section 6.6. Optional Purchase of All Receivables. The Servicer, may purchase the outstanding Receivables (such purchase, the “Optional Purchase”) and the other assets in the
Trust Estate (other than the Reserve Account) on any Payment Date (the “Optional Purchase Date”) if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has
declined to 5.0% or less of the Pool Balance as of the Cut-Off Date and (ii) the sum of the Optional Purchase Price and the Available Collections for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date
and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes, (C) the aggregate unpaid Note Balance of all of the Outstanding Notes as determined by the Indenture Trustee and (D) expenses (including
indemnification amounts) due to the Owner Trustee, the Indenture Trustee, the Administrator and the Servicer, which have not been previously paid. To exercise such option, the Servicer shall deposit the Optional Purchase Price into the Collection
Account on the Business Day prior to the Optional Payment Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty (20) days (or such
longer period as may be required by the Clearing Agency in connection with the Note Depository Agreement for notice in connection with a redemption of the Notes) prior to the Optional Purchase Date. Following its receipt of such notice, (i) the
Indenture Trustee will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such election to the Noteholders of record on such date and (ii) the Issuer will promptly (but not later than 3 Business
Days after it has received such notice) provide notice of such election to the Certificateholders of record on such date. The purchase price for the Trust Estate (other than the Reserve Account) under this Section 6.6 shall be equal to
the Optional Purchase Price. If the Servicer exercises its option to purchase the Trust Estate (other than the Reserve Account), the Notes shall be redeemed and in each case in whole but not in part on the Optional Purchase Date for the Redemption
Price. 
 ARTICLE VII 
 MISCELLANEOUS PROVISIONS 
 Section 7.1. Amendment. (a) Any term
or provision of this Agreement may be amended by the Servicer or the Issuer without the consent of the Indenture Trustee any Noteholder, the Owner Trustee or any other Person subject to subsections (d) and (e) of this
Section 7.1; provided that (i) such amendment shall not, as evidenced by an Officer’s Certificate of the Servicer or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and
adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition shall have been satisfied with respect to such amendment; provided further, that in the case of any amendment pursuant to this
Section 7.1(a), such amendment shall not, for United States federal income tax purposes, as evidenced by an Opinion of Counsel, (i) affect the treatment of the Notes as indebtedness, (ii) be deemed to cause a taxable exchange
of the Notes or (iii) cause the Issuer (or any part thereof) to be treated as an association or publicly traded partnership taxable as a corporation or cause the Issuer to be treated as other than a grantor trust of the type described in
Treasury Regulation section 301.7701-4(c). 

  

							
		 	 	17	  	  	Servicing Agreement (BAAT 2012-1)









 (b) Subject to subsections (d) and (e) of this
Section 7.1, this Agreement may also be amended from time to time by the Servicer or the Issuer with the consent of (i) the Holders evidencing not less than a majority of the Outstanding Note Balance of the Controlling Class and
(ii) the Majority Certificateholders, 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
Certificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on Receivables or
distributions that are required to be made for the benefit of the Noteholders or the Certificateholders, or (ii) reduce the aforesaid percentage of the principal amount of the Notes Outstanding or the Certificate Percentage Interest required to
consent to any such amendment, without the consent of all the Noteholders and Certificateholders affected thereby; 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 (A) will not materially adversely affect the United States federal income taxation of any outstanding Note or Certificate and (B) for United States federal income tax purposes, will not cause the Issuer to be treated as an
association (or a publicly traded partnership) taxable as a corporation, or cause the Issuer to be treated as other than a grantor trust of the type described in Treasury Regulation section 301.7701-4(c). It will not be necessary to obtain the
consent of Noteholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders
provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders will be subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including
the establishment of record dates pursuant to the Note Depository Agreement. 
 (c) Prior to the execution of any amendment to
this Agreement, the Issuer shall provide written notification of the substance of such amendment to each Rating Agency; and promptly after the execution of any such amendment or consent, Issuer shall furnish a copy of such amendment or consent to
each Rating Agency and the Indenture Trustee. 
 (d) Prior to the execution of any amendment to this Agreement, the Depositor,
the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to
the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s or the Indenture
Trustee’s, as applicable, own rights, duties or immunities under this Agreement. Furthermore, notwithstanding anything to the contrary herein, this Agreement may not be amended in any way that would materially and adversely affect the Owner
Trustee’s, Indenture Trustee’s or Administrator’s rights, privileges, indemnities, duties or obligations under this Agreement, the Transaction Documents or otherwise without the prior written consent of such party. 

(e) Notwithstanding subsections (a) and (b) of this Section 7.1, this Agreement may only be
amended by the Servicer or the Issuer if (i) the Majority Certificateholders or all of the Certificateholders, as the case may be, consent to such amendment or (ii) such amendment shall


  

							
		 	 	18	  	  	Servicing Agreement (BAAT 2012-1)









 
not, as evidenced by an Officer’s Certificate of the Servicer or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee materially and adversely affect the interests
of the Certificateholders. It will not be necessary to obtain the consent of the Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

 Section 7.2. Counterparts. This Agreement may be executed in any number of counterparts (including by way of
electronic or facsimile transmission), each of which counterparts will be deemed to be an original, and all of which counterparts will constitute but one and the same instrument. 

Section 7.3. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL OTHER CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
 Section 7.4. Submission to Jurisdiction; Waiver of Jury Trial.
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 or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive 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 Person at its address determined in accordance with
Section 7.6 of this Agreement; 
 (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; and 
 (e) to the extent
permitted by applicable law, each Party hereto irrevocably waives all right of trial by jury in any action, Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any
matter arising hereunder or thereunder. 

  

							
		 	 	19	  	  	Servicing Agreement (BAAT 2012-1)









 Section 7.5. Headings and Cross-References. The various headings in this
Agreement are included for convenience only and will not affect the meaning or interpretation of any provision of this Agreement. 
 Section 7.6. 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, or by facsimile or electronic mail, and addressed in each case as specified on Schedule I to the Sale Agreement or at such other address as shall be designated 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 and, with respect to
delivery via electronic mail, upon confirmation from the recipient that such notice has been received. 
 Section 7.7.
Severability of Provisions. If any one or more of the covenants, agreements, provisions, or terms of this Agreement will be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or terms will be deemed severable
from the remaining covenants, agreements, provisions, or terms of this Agreement and will in no way affect the validity or enforceability of the other provisions of this Agreement. 

Section 7.8. Further Assurances. The Servicer agrees to do and perform, from time to time, any and all acts and to execute
any and all further instruments required or reasonably requested by the Issuer more fully to effect the purposes of this Agreement, including, without limitation, the execution of any financing statements or continuation statements relating to the
Receivables for filing under the provisions of the UCC of any applicable jurisdiction. 
 Section 7.9. Waivers. No
failure or delay on the part of the Servicer, the Issuer or the Indenture Trustee in exercising any power or right hereunder (to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Party hereto in any case shall entitle it to any notice or demand in similar or
other circumstances. No waiver or approval by any Party hereto under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall
require any similar or dissimilar waiver or approval thereafter to be granted hereunder. 
 Section 7.10. Cumulative
Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 

Section 7.11. Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Parties hereto,
the Noteholders and the Certificateholders and their respective successors and permitted assigns and the Owner Trustee shall be an express third party beneficiary hereof and may enforce the provisions hereof as if it were a party hereto. Except as
otherwise provided in this Section, no other Person will have any right hereunder. 

  

							
		 	 	20	  	  	Servicing Agreement (BAAT 2012-1)









 Section 7.12. Nonpetition Covenant. Each Party hereto agrees that, prior to the
date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such Party shall not authorize any Bankruptcy Remote Party to
commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to
consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its
creditors generally, any Party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence, or join with any other Person in commencing or institute with any other Person, any Proceeding against such
Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Section shall survive the termination of this Agreement. 

Section 7.13. Limitation of Liability. Notwithstanding anything contained herein to the contrary, this Agreement has been
executed and delivered by Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations
of the Issuer hereunder or under the Notes or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. Under
no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the
Issuer under the Transaction Documents. 
 Section 7.14. Regulation AB. The Servicer shall cooperate fully with the
Depositor and the Issuer to deliver to the Depositor and the Issuer (including any of its assignees or designees) any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the
Depositor or the Issuer to permit the Depositor to comply with the provisions of Regulation AB and its reporting obligations under the Exchange Act, together with such disclosures relating to the Servicer and the Receivables, or the servicing of the
Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance. 
 Section 7.15.
Information to Be Provided by the Indenture Trustee. 
 (a) So long as the Depositor is filing reports under the Exchange
Act with respect to the Issuer, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, notify the Depositor, in writing, of any Form 10-D Disclosure Item with respect to the Indenture Trustee, together with a
description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Depositor; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been
no change to the information previously provided by the Indenture Trustee to Depositor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information,
provide to the Depositor, in writing, such updated information. 

  

							
		 	 	21	  	  	Servicing Agreement (BAAT 2012-1)









 (b) As soon as available but no later than March 15 of each calendar year for so long
as the Depositor is filing reports with respect to the Issuer under the Exchange Act, commencing in 2013, the Indenture Trustee shall: 
 (i) deliver to the Depositor a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under
paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in
Exhibit B or such other criteria as mutually agreed upon by the Depositor and the Indenture Trustee; 

(ii) cause a firm of registered public accountants that is qualified and independent with the meaning of Rule 2-01 of
Regulation S-X under the Securities Act to deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered to the
Depositor pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; 

(iii) deliver to the Depositor and any other Person that will be responsible for signing the certification (a
“Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act) on behalf of the Issuer or the Depositor substantially in the form attached hereto as
Exhibit C or such form as mutually agreed upon by the Depositor and the Indenture Trustee; and 
 (iv)
notify the Depositor in writing of any affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party, provided, that no such notification need be made if the
affiliations or relationships are unchanged from those provided in the notification in the prior calendar year. 
 The Indenture Trustee
acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. 

(c) The Indenture Trustee hereby acknowledges and agrees that it shall perform its covenants set forth in the Memorandum of Understanding
between U.S. Bank National Association and BANA, dated as of December 8, 2011, as amended, modified or otherwise supplemented from time to time. 
 Section 7.16. Form 8-K Filings. So long as the Depositor is filing Exchange Act Reports with respect to the Issuer, the Indenture Trustee shall promptly notify the Depositor, but in no event
later than two (2) Business Days after the Indenture Trustee had actual knowledge of 

  

							
		 	 	22	  	  	Servicing Agreement (BAAT 2012-1)









 
its occurrence, of any Reportable Event of which a Responsible Officer of the Indenture Trustee has actual knowledge (other than a Reportable Event described in clause (a) or
(b) of the definition thereof as to which the Depositor or the Servicer has actual knowledge). The Indenture Trustee shall be deemed to have actual knowledge of any such event to the extent that it relates to the Indenture Trustee or any action
or failure to act by the Indenture Trustee. 
 Section 7.17. Indemnification. U.S. Bank National Association shall
indemnify the Depositor and shall hold the Depositor harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that the Depositor may
sustain arising out of or based upon: 
 (a)(A) any untrue statement of a material fact contained or alleged to be contained in
the Servicing Criteria assessment and any other information required to be provided by U.S. Bank National Association to the Depositor under Sections 7.15 (excluding clause (b)(ii) of Section 7.15) or 7.16 (such
information, the “Provided Information”), or (B) the omission or alleged omission to state in the Provided Information a material fact required to be stated in the Provided Information, or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the related
information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Provided Information or any portion thereof is presented together with or separately from such other
information; or 
 (b) any failure by U.S. Bank National Association to deliver any Servicing Criteria assessment, information,
report, certification, accountants’ letter or other material when and as required under Sections 7.15 and 7.16; provided, however, for the avoidance of doubt, this provision shall exclude the accountants’ report
described in clause (b)(ii) of Section 7.15. 
 (c) In the case of any failure of performance described in
clauses (a) and (b) of this Section, U.S. Bank National Association shall promptly reimburse the Depositor for all costs reasonably incurred in order to obtain the information, report, certification, accountants’ letter
(which shall not include the accountants’ report described in clause (b)(ii) of Section 7.15) or other material not delivered as required by U.S. Bank National Association. 

Notwithstanding anything to the contrary contained herein, in no event shall U.S. Bank National Association be liable for special,
indirect or consequential damages of any kind whatsoever, including but not limited to lost profits, even if U.S. Bank National Association has been advised of the likelihood of such loss or damage and regardless of the form of action. 

Section 7.18. Not applicable to BANA in other Capacities. Nothing in this Agreement shall affect any obligations BANA may
have in any other capacity. 
 [signature page follows] 

  

							
		 	 	23	  	  	Servicing Agreement (BAAT 2012-1)









 The Parties have caused this Servicing Agreement to be executed by their respective duly
authorized officers as of the date and year first above written. 
  

			
	BANK OF AMERICA,
NATIONAL ASSOCIATION,
as Servicer and Custodian
		
	By:	 	 
	Name:	 	Keith W. Landis
	Title:	 	Vice President
	
	BANK OF AMERICA AUTO TRUST 2012-1,
as Issuer
		
	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:	 	



  

							
		 	 	S-1	  	  	Servicing Agreement (BAAT 2012-1)









 EXHIBIT A 
 FORM OF MONTHLY SERVICER REPORT 
 Attached 

  

							
		 	 	A-1	  	  	Servicing Agreement (BAAT 2012-1)









 [SAMPLE DATA] 
  

											
	XX/XX/XX	  	BAC REFERENCE REGISTRY SUMMARY REPORT – POOL# xxxx	  	 	PAGE	  	  	 	X	  
		  	AS OF MONTH-END XXX XXXX	  				  			

  

											
	CO.	  	TOTAL CURRENT
PRIN. BALANCE	  	TOTAL CURRENT
FLAT AMOUNT	  	TOTAL CURRENT
W/D AMOUNT	  	TOTAL NET
PRINCIPAL	  	NUM OF
ACCTS
						
	 XXX
	  	XXX,XXX.XX	  	XX,XXX.XX	  	XX,XXX.XX	  	XXX,XXX.XX	  	                XXX
	 XXX
	  	X,XXX,XXX.XX	  	XXX,XXX.XX	  	XX,XXX.XX	  	X,XXX,XXX.XX	  	XXX
		  	X,XXX,XXX.XX	  	XXX,XXX.XX	  	XX,XXX.XX	  	X,XXX,XXX.XX	  	XXX

 **************************************************** 

 

											
	 LOAN RATE
	  	-	  	WEIGHTED AVERAGE	  	=	  	 	X.XXX	  
	 REM. TERM
	  	-	  	WEIGHTED AVERAGE	  	=	  	 	XX.XX	  
	 FICO SCORE
	  	-	  	WEIGHTED AVERAGE	  	=	  	 	XXX.XX	  

 **************************************************** 







 [SAMPLE DATA] 
  

															
	 BANK
	  	 	XX	  	    	             ADVANCED LOAN SYSTEM
	  	 	*AMRXXXIV	* 	    	PAGE NO                           
     	  	X
	 BRANCH
	  	 	XXX	  	    		  	 	WEDNESDAY	  	    	PROCESS DATE XX/XX/XX  	  	
		  				    	SECURITIZATION PORTFOLIO STATISTICS	  	 	*AMXX XXX	* 	    	PROCESS THRU XX/XX/XX 	  	
		  				    		  				    	CURRENT DATE XX/XX/XX	  	


											
					
	 POOL NUMBER xxxx
	    	 PERIOD ENDING XX/XX/XX
	  		  		  	
	 AUTO SECURITIZATION
	    		  		  		  	

 PORTFOLIO INFORMATION 
  

													
	 ORIGINAL PRINCIPAL BALANCE
	  	 	XXX,XXX.XX	  	 	 NUMBER OF CONTRACTS THIS PERIOD END
	  	 	XXX	  	  	
	 BEGINNING PERIOD PRINCIPAL BAL
	  	 	XXX,XXX.XX	  	 	 BEGINNING PERIOD POOL FACTOR
	  	 	XXX.XXXXXXX	  	  	
	 ENDING PERIOD PRINCIPAL BAL
	  	 	XXX,XXX.XX	  	 	 ENDING PERIOD POOL FACTOR
	  	 	XX.XXXXXXX	  	  	
	 PASS THRU PRINCIPAL
	  	 	X,XXX.XX	  	 	 SERVICING FEE
	  	 	X.XX	  	  	
	 PASS THRU INTEREST
	  	 	X.XX	  	 	 NUMBER OF CONTRACTS BOUGHT BACK
	  	 	X	  	  	
	 DISTRIBUTION AMOUNT
	  	 	X,XXX,XXX.XX	- 	 	 AMOUNT OF CONTRACTS BOUGHT BACK
	  	 	X.XX	  	  	
	 SCHEDULED PYMT INT DIFFERENCE
	  	 	X.XX	  	 	 DAYS IN PERIOD
	  	 	X	  	  	
	 CURRENT UNEARNED INTEREST
	  	 	X.XX	  	 		  				  	
				
		  	 	PER UNIT INFORMATION	  				  	
	 NUMBER OF UNITS
	  	 	.XXXXX	  	 	 ACCRUED INTEREST PAYMENTS
	  	 	X.XX	  	  	
	 PRINCIPAL OUTSTANDING
	  	 	X.XX	  	 	 SERVICING FEE
	  	 	X.XX	  	  	
	 PASS THRU PRINCIPAL
	  	 	X.XX	  	 	 DISTRUBUTION AMOUNT
	  	 	X.XX	  	  	
	 PASS THRU INTEREST
	  	 	X.XX	  	 		  				  	
				
		  	 	WEIGHTED AVERAGES	  				  	
	 LOAN RATE
	  	 	X.XXXXXXX	  	 	 REM TERM
	  	 	XX.XXXXXXX	  	  	
	 DEALER BUY RATE
	  	 	X.XXXXXXX	  	 		  				  	

  

																					
	 DAYS PAST DUE
	  	 
 	NUMBER OF
CONTRACTS	  
  	  	 
 	PERCENT OF
TOTAL NBR	  
  	  	 AMOUNT

PAST DUE
	  	 
 	PERCENT OF
PAYOFF AMT	  
  	  	 
 	PRINCIPAL
OUTSTANDING	  
  	  	
	 30 - 59
	  	 	XX	  	  	 	XX.XXXXX	  	  	 XX,XXX.XX
	  	 	X.XXX	  	  	 	XXX,XXX.XX	  	  	
	 60 - 89
	  	 	XX	  	  	 	XX.XXXXX	  	  	 XX,XXX.XX
	  	 	X.XXX	  	  	 	XX,XXX.XX	  	  	
	   90 - 119
	  	 	X	  	  	 	X.XXXXX	  	  	 XX,XXX.XX
	  	 	X.XXX	  	  	 	XX,XXX.XX	  	  	
	 120 - 149
	  	 	X	  	  	 	X.XXXXX	  	  	 X,XXX.XX
	  	 	X.XXX	  	  	 	XX,XXX.XX	  	  	
	 150 - 179
	  	 	X	  	  	 	X.XXXXX	  	  	 XXX.XX
	  	 	X.XXX	  	  	 	X,XXX.XX	  	  	
	 180 AND OVER
	  	 	X	  	  	 	X.XXXXX	  	  	 X.XX
	  	 	X.XXX	  	  	 	X.XX	  	  	
	 TOTALS
	  	 	XXX	  	  	 	X.XXXXX	  	  	 XX,XXX.XX
	  	 	X.XXX	  	  	 	XXX,XXX.XX	  	  	

  

											
	 ORIGINAL AMT FINANCED:
	  				    	 ORIGINAL TERM (MONTHS):
	  		  	
	 LOWEST ORIG AMT FIN
	  	 	X,XXX.XX	  	    	 WTD AVG ORIG TERM
	  	XX.XXXXXXX	  	
	 HIGHEST ORIG AMT FIN
	  	 	XX,XXX.XX	  	    	 SHORTEST ORIG TERM
	  	XX.XXXX	  	








 [SAMPLE DATA] 
  

															
	 BANK
	  	 	XX	  	  	                    ADVANCED LOAN SYSTEM	  	*AMRXXXIV*	 	PAGE NO	  	 	XX	  
	 BRANCH
	  	 	XXX	  	  	PROCESS DATE XX/XX/XX	  	*AM01 XXX*	 	PROCESS THRU XX/XX/XX	  
		  				  	                    ADDITIONAL SECURITIZATION TOTALS	  		 	CURRENT DATE XX/XX/XX	  

 POOL
NUMBER            00xxxx            AUTO SECURITIZATION 

 

																	
		  	 	NUMBER	  	  	 	TODAY	  	  	 	NUMBER	  	  	 	MONTH TODAY	  
	 REGULAR PRINCIPAL PAID
	  				  	 	XXX.XX	  	  				  	 	X,XXX.XX	  
	 REGULAR INTEREST PAID
	  				  	 	XX.XX	  	  				  	 	XX.XX	  
	 ADDITIONAL PRINCIPAL PAID
	  	 	X	  	  	 	X.XX	  	  	 	X	  	  	 	XXX.XX	  
	 PAID OFF PRINCIPAL
	  	 	X	  	  	 	XX.XX	  	  	 	X	  	  	 	X,XXX.XX	  
	 PAID OFF INTEREST
	  				  	 	X.XX	  	  				  	 	XXX.X    	  
	 PAID OFF SCHED PMTS
	  				  	 	XX.XX	  	  				  	 	XXX.X    	  
	 CHARGED OFF PRINCIPAL
	  	 	X	  	  	 	XXX.XX	  	  	 	X	  	  	 	X,XXX.XX	  
	 CHARGED OFF INTEREST
	  				  	 	X.XX	  	  				  	 	X.XX	  
	 CHARGED OFF SCHED PMTS
	  				  	 	X.XX	  	  				  	 	X.XX	  
	 CHARGE OFF RECOVERIES
	  				  	 	X.XX	  	  				  	 	X.XX	  
	 REPURCHASED PRINCIPAL
	  	 	X	  	  	 	X.XX	  	  	 	X	  	  	 	X.XX	  
	 REPURCHASED INTEREST
	  				  	 	X.XX	  	  				  	 	X.XX	  
	 REPURCHASED SCHED PMTS
	  				  	 	X.XX	  	  				  	 	XXX    	  
	 INTEREST ADVANCED
	  				  	 	X,XXX.XX	  	  				  	 	X,XXX.XX	  
	 INTEREST ADVANCED RECOVERIES (PMTS)
	  				  	 	X.XX	  	  				  	 	X.XX	  
	 INTEREST ADVANCED RECOVERIES (CHOFF)
	  				  	 	X.XX	  	  				  	 	X.XX	  
	 NET PRINCIPAL ADJUSTMENTS
	  				  	 	X.XX	  	  				  	 	X.XX	  
	 NET INTEREST ADJUSTMENTS
	  				  	 	X.XX	  	  				  	 	X.XX	  
	 SOLD PRINCIPAL
	  	 	X	  	  	 	X.XX	  	  	 	X	  	  	 	X.XX	  
	 TRANSACTION COUNT
	  	 	XXX	  	  				  				  	 	X.XX	  
	 INTEREST ADVANCES
	  	 	X	  	  				  				  			

  







 EXHIBIT B 
 SERVICING CRITERIA TO BE ADDRESSED IN 
 INDENTURE TRUSTEE’S ASSESSMENT OF
COMPLIANCE 
 The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum, the criteria
identified as below as “Applicable Servicing Criteria”: 
  

					
	 Servicing
Criteria
	  	Applicable
Servicing Criteria
	 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.	  	x
			
	 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.	  	x
			
	 1122(d)(1)(iii)
	  	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets 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.	  	x
			
		  	Cash Collection and Administration	  	
			
	 1122(d)(2)(i)
	  	Payments on pool assets 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.	  	x
			
	 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.	  	x
			
	 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.	  	x
			
	 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.	  	x
			
	 1122(d)(2)(vi)
	  	Unissued checks are safeguarded so as to prevent unauthorized access.	  	x
			
	 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 are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) 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.	  	x


  

							
		 	 	B-1	  	  	Servicing Agreement (BAAT 2012-1)










					
	 Servicing
Criteria
	  	Applicable
Servicing Criteria
	 Reference
	  	 Criteria
	  	 
		  	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 pool assets serviced by the Servicer.	  	x
			
	 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 pool assets is maintained as required by the transaction agreements or related asset pool documents.	  	
			
	 1122(d)(4)(ii)
	  	Pool assets 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 in the transaction
agreements.	  	x
			
	 1122(d)(4)(iv)
	  	Payments on pool assets, including any payoffs, made in accordance with the related pool asset 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 asset pool documents.	  	
			
	 1122(d)(4)(v)
	  	The Servicer’s records regarding the accounts and the accounts 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 account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in
accordance with the transaction agreements and related pool asset documents.	  	
			
	 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 the timeframes or other requirements established by the transaction agreements.	  	
			
	 1122(d)(4)(viii)
	  	Records documenting collection efforts are maintained during the period a pool asset 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 pool assets 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 pool assets with variable rates are computed based on the related pool asset documents.	  	


  

							
		 	 	B-2	  	  	Servicing Agreement (BAAT 2012-1)










					
	 Servicing
Criteria
	  	Applicable
Servicing Criteria
	 Reference
	  	 Criteria
	  	 
			
	 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 Account 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 Account documents and state laws; and (C) such funds are returned to the obligor
within 30 calendar days of full repayment of the related Accounts, 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.	  	x


  

							
		 	 	B-3	  	  	Servicing Agreement (BAAT 2012-1)









 EXHIBIT C 
 FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION 
  

	 	Re:	BANK OF AMERICA AUTO TRUST 2012-1 

 U.S. Bank National Association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), certifies to Bank of America Auto Receivables Securitization, LLC (the
“Depositor”), and its officers, with the knowledge and intent that they will rely upon this certification, that: 
 (1) It has reviewed the report on assessment of the Indenture Trustee’s compliance (the “Servicing Assessment”) that was delivered by the Indenture Trustee to the Depositor pursuant to
Section 7.15 of the Servicing Agreement (the “Agreement”), dated as of April 18, 2012 by and between the Issuer, the Indenture Trustee and Bank of America, National Association (collectively, the “Indenture Trustee
Information”); 
 (2) To the best of its knowledge, the Servicing Assessment, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time
covered by the Servicing Assessment; and 
 (3) To the best of its knowledge, all of the Provided Information (as
defined in Section 7.17 of the Agreement) required to be provided by the Indenture Trustee under the Agreement has been provided to the Depositor. 
  

									
		 		 	U.S. Bank National Association,
not in its individual capacity
but solely as Indenture Trustee
					
	Date: 	 	 	 		 	By:	 	 
		 		 		 	Name:	 	
		 		 		 	Title:	 	


  

							
		 	 	C-1	  	  	Servicing Agreement (BAAT 2012-1)