BMW VEHICLE LEASE TRUST 2018-1, as Issuer, BMW FINANCIAL SERVICES NA, LLC, as Administrator, BMW AUTO LEASING LLC, as Transferor, and ISSUER ADMINISTRATION AGREEMENT Dated as of October 17, 2018

Exhibit 10.8

Execution Version

 

 

 

 

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BMW VEHICLE LEASE TRUST 2018-1,

as Issuer,

 

BMW FINANCIAL SERVICES NA, LLC,

as Administrator,

 

BMW AUTO LEASING LLC,
as Transferor,

 

and

 

U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee

 

 

Dated as of October 17, 2018

 

 

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TABLE OF CONTENTS

 

This Issuer Administration Agreement, dated as of October 17, 2018 (the “Agreement”), is among BMW Vehicle Lease Trust 2018-1, a Delaware statutory trust, as issuer (the “Issuer”), BMW Financial Services NA, LLC, a Delaware limited liability company (“BMW FS”), as administrator (in such capacity, the “Administrator”), BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and U.S. Bank National Association, a national banking association, as indenture trustee (the “Indenture Trustee”).

 

RECITALS

 

WHEREAS, BMW Auto Leasing LLC, as transferor, and Wilmington Trust, National Association, as trustee (the “Owner Trustee”), are entering into that certain amended and restated trust agreement, dated as of October 17, 2018 (the “Trust Agreement”), pursuant to which, among other things, certain rights and obligations of the Issuer will be set forth; and

 

WHEREAS, the parties desire to enter into this Agreement to provide for, among other things, the Administrator’s provision of certain services to the Issuer and the Owner Trustee.

 

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

 

 

 

“Accountants” means a firm of independent public accountants acceptable to the Owner Trustee.

 

“Agreement” means this Issuer Administration Agreement, as amended, supplemented or modified from time to time.

 

“Basic Servicing Agreement” means that certain servicing agreement, dated as of August 30, 1995, among Financial Services Vehicle Trust, as vehicle trust, BMW Manufacturing L.P., as UTI beneficiary, and BMW FS, as servicer.

 

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

 

“Majority Interest” means, with respect to the holders of Notes, the holders of a majority of the aggregate principal balance of such Notes.

 

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

 

“SUBI Trust Agreement” means the Vehicle Trust Agreement, as supplemented by that certain 2018-1 supplement thereto, dated as of October 17, 2018, among the parties to the Vehicle Trust Agreement, as amended or supplemented from time to time.

 

“Related Documents” means all of the Basic Documents to which the Issuer or the Owner Trustee is a party, as the same shall be amended from time to time.

 

“Vehicle Trust Agreement” means that certain trust agreement, dated as of August 30, 1995, as amended and restated as of September 27, 1996, as further amended as of May 25, 2000 and December 1, 2006 between BMW Manufacturing L.P., as grantor and initial beneficiary, and BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), as trustee.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

properties or assets (including those in the Trust Estate) to any Person other than in accordance with the Basic Documents (Sections 3.15(a) and 3.15(b))

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(v) any merger, consolidation or conversion of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) any Payment Date Certificate posted by the Indenture Trustee pursuant to Section 8.03(a) of the Indenture; (vii) any termination of the rights and obligations of the Servicer with respect to the SUBI Assets pursuant to Section 2.14(c) of the Servicing Supplement; (viii) any redemption of Notes pursuant to Section 2.19(b) of the Servicing Supplement; (ix) the Owner Trustee’s intention to take any of the actions specified in Sections 4.01 or 6.06 of the Trust Agreement; (x) any resignation of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (xi) any acceptance of appointment of a successor Owner Trustee pursuant to Section 10.03 of the Trust Agreement; and (xii) any merger, conversion or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; in the case of each of (i) through (xii), promptly upon the Administrator being notified thereof by the Indenture Trustee, the Owner Trustee, the Vehicle Trustee or the Servicer, as applicable.

 

 

 

 

 

documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event.

 

 

 

 

 

and documents of or relating to the Collateral then in the custody of the Administrator.  In the event of the resignation or removal of the Administrator pursuant to Sections 1.9(a), (b) or (c), respectively, the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator.

 

 

 

 

manner as the Administrator is bound hereunder.  Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator; provided, that such successor organization executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and the Indenture Trustee, in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder.  Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

promptly prepare and send to the Indenture Trustee, and direct the Indenture Trustee to send to each Noteholder registered on the Note Register as of the most recent Record Date (and to each applicable Clearing Agency for distribution to Note Owners in accordance with the rules of such Clearing Agency), a notice (A) stating that there will be a Noteholder vote pursuant to Section 12.02 of the Indenture on whether to initiate an Asset Representations Review of the ARR Leases by the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement, and (B) describing those procedures, including the means by which Noteholders and Note Owners may make their votes known to the Indenture Trustee and the related voting deadline that will be used to calculate whether the requisite amount of Noteholders have cast affirmative votes to have the Asset Representations Reviewer commence an Asset Representations Review; and (3) include the contents of such notice in the next Form 10-D to be filed by the Administrator pursuant to Section 1.2(a)(viii) hereof, unless the Administrator does not receive such notice from the Indenture Trustee pursuant to Section 12.01 of the Indenture at least two Business Days before the filing deadline for that Form 10-D, in which case such information will be included in the next succeeding Form 10-D to be filed by the Administrator pursuant to Section 1.2(a)(viii) hereof.

 

 

 

 

 

[SIGNATURE PAGE FOLLOWS]

 

	BMW VEHICLE LEASE TRUST 2018-1, as Issuer
	By:	Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Name:   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title:     Assistant Vice President
	BMW AUTO LEASING LLC, as Transferor
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
		Name:  ▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title:    Chief Executive Officer and Vice President - Finance
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
		Name:  ▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title:     Treasurer
	BMW FINANCIAL SERVICES NA, LLC, as Administrator
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
		Name:  ▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title:   Vice President - Finance & CFO
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
		Name:  ▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title:    Treasurer

	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
	By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Name:   ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Title:     Vice President