OWNER TRUST ADMINISTRATION AGREEMENT among BMW VEHICLE OWNER TRUST 20[__]-[__], as Issuer, BMW FINANCIAL SERVICES NA, LLC, as Owner Trust Administrator, and as Indenture Trustee

Exhibit 10.3

among

BMW VEHICLE OWNER TRUST 20[__]-[__],
as Issuer,

BMW FINANCIAL SERVICES NA, LLC,
as Owner Trust Administrator,

and

[______________],

as Indenture Trustee

Dated as of [______________], 20[__]

TABLE OF CONTENTS

EXHIBITS

Exhibit A – Power of Attorney

Exhibit B – Form of Annual Certification

Exhibit C – Servicing Criteria to be Addressed in Assessment of Compliance

THIS OWNER TRUST ADMINISTRATION AGREEMENT, dated as of [______________], 20[__] (this "Agreement") is among BMW VEHICLE OWNER TRUST 20[__]-[__], a Delaware statutory trust (the "Issuer"), BMW FINANCIAL SERVICES NA, LLC, a Delaware limited liability company, as administrator (the "Owner Trust Administrator"), and [______________], a [______________], not in its individual capacity but solely as Indenture Trustee (the "Indenture Trustee").

W I T N E S S E T H :

WHEREAS, the Issuer was formed pursuant to a Trust Agreement dated as of [______________], 20[__] as amended and restated as of [______________], 20[__] (as the same may be further amended and supplemented from time to time, the "Trust Agreement"), between BMW FS Securities LLC, as depositor (the "Depositor"), and [______________], not in its individual capacity but solely as owner trustee (the "Owner Trustee"), and is issuing [__]% Asset Backed Notes, Class A-1, [__]% Asset Backed Notes, Class A-2a, LIBOR plus [__]% Asset Backed Notes, Class A-2b, [__]% Asset Backed Notes, Class A-3, [__]% Asset Backed Notes, Class A-4 and [__]% Asset Backed Notes, Class B (collectively, the "Notes") pursuant to the Indenture dated as of [______________], 20[__] (as amended and supplemented from time to time, the "Indenture"), between the Issuer and the Indenture Trustee, and asset backed certificates (the "Trust Certificates" and, collectively with the Notes, the "Securities") pursuant to the Trust Agreement (capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture, the Trust Agreement or the Sale and Servicing Agreement (as defined herein), as applicable);

WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Securities, including (i) a Sale and Servicing Agreement dated as of [______________], 20[__] (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among BMW Financial Services NA, LLC, as servicer (in such capacity, the "Servicer"), sponsor, administrator and custodian, the Depositor, the Issuer and the Indenture Trustee, (ii) a Letter of Representations dated [______________], 20[__] (as amended and supplemented from time to time, the "Note Depository Agreement"), executed by the Issuer and delivered to The Depository Trust Company ("DTC") relating to the Notes, and (iii) the Indenture (the Sale and Servicing Agreement, the Note Depository Agreement and the Indenture being referred to hereinafter collectively as the "Related Agreements");

WHEREAS, pursuant to the Related Agreements, the Issuer and the Owner Trustee are required to perform certain duties in connection with (a) the Notes and the collateral therefor pledged pursuant to the Indenture (the "Collateral") and (b) the beneficial interests in the Issuer (the registered holders of such interests being referred to herein as the "Owners");

WHEREAS, the Issuer and the Owner Trustee desire to have the Owner Trust Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to in the preceding clause and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuer and the Owner Trustee may from time to time request; and

WHEREAS, the Owner Trust Administrator has the capacity to provide the

services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein;

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

The Owner Trust Administrator agrees to perform all its duties as Owner Trust Administrator and all the duties of the Issuer and the Owner Trustee under the Related Agreements.  The Owner Trust Administrator shall prepare, or shall cause the preparation by other appropriate persons of, and shall execute all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement.  In furtherance of the foregoing, the Owner Trust Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture):

(A)

the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);

(B)

the causing of the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);

(C)

the notification of Noteholders and the Rating Agencies of the final principal payment on their Notes (Section 2.08(b));

(D)

the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.12);

(E)

[reserved];

(F)

the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02);

(G)

the causing of newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);

(H)

the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);

(I)

the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.03);

(J)

the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04);

(K)

the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.05);

(L)

the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);

(M)

the identification to the Indenture Trustee in an Officer's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b));

(N)

the delivery of written notice to the Indenture Trustee and, with respect to each Rating Agency, the responsibility of making such written notice available to each Rating Agency, of a Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));

(O)

the notifying of the Indenture Trustee of the appointment of a Successor Servicer (Section 3.07(f));

(P)

the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b));

(Q)

the causing of the Servicer to comply with the Sale and Servicing Agreement, including Sections 4.09, 4.10 and 4.11 and Article VII thereof (Section 3.14);

(R)

the delivery of written notice to the Indenture Trustee and, with respect to each Rating Agency, the responsibility of making such written notice available to each Rating Agency, of each Event of Default under the Indenture and each default by the Servicer under the Sale and Servicing Agreement (Section 3.19);

(S)

the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);

(T)

the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 4.04);

(U)

the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing and the conditions precedent thereto under the Indenture have been met (Section 5.04);

(V)

the providing of the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Noteholder to prepare its United States federal and state income or franchise tax returns (Section 6.06);

(W)

the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);

(X)

the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10);

(Y)

the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code Financial Institutions, Title 11, Subtitle 4 and the licenses required under the Pennsylvania Motor Vehicle Sales Finance Act and all required, if any, promissory note licenses in all applicable jurisdictions (Section 6.15);

(Z)

the furnishing to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);

(AA)

the providing of reasonable and appropriate assistance to the Depositor or its designees, as applicable, with the preparation and filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.03);

(BB)

the opening of one or more accounts in the Indenture Trustee's name (for the benefit of the Noteholders), the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03);

(CC)

the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.04 and 8.05);

(DD)

the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders and, with respect to the Rating Agencies, the duty to make available to each Rating Agency, of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);

(EE)

the preparation for execution and delivery of new Notes conforming to any supplemental indenture (Section 9.05);

(FF)

the notifying of Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);

(GG)

the preparation and delivery of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a));

(HH)

the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b));

(II)

the duty to make notice available to the Rating Agencies of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);

(JJ)

the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06);

(KK)

the recording of the Indenture, if applicable (Section 11.14);

(LL)

the preparation and delivery of all Opinions of Counsel with respect to amendments of Article XII of the Indenture (Section 12.01(b));

(MM)

the performance of duties and obligations of the "issuing entity" under Article XII of the Indenture, to the extent such duties and obligations are not otherwise performed by the Depositor or BMW FS, pursuant to Section 12.01(c) of the Indenture (Section 12.01(c)); and

(NN)

the performance of the obligations of the Issuer set forth in Section 12.02 (Section 12.03).

The Owner Trust Administrator will:

The Administrator shall make available to each Rating Agency notice of (i) any resignation of the Indenture Trustee pursuant to Section 6.08 of the Indenture; (ii) any merger, consolidation or conversion of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (iii) any breach of the perfection representations contained in Schedule B of the Indenture; (iv) any redemption of the Notes pursuant to Section 10.01 of the Indenture; (v) any resignation of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (vi) any acceptance of appointment of a successor Owner Trustee pursuant to Section 10.03 of the Trust Agreement; (vii) any merger, conversion or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; and (viii) any amendment to the Trust Agreement pursuant to Section 11.01 of the Trust Agreement; in the case of each of (i) through (viii), promptly upon the Administrator being notified thereof by the Indenture Trustee, the Owner Trustee or the Servicer, as applicable.

Notwithstanding anything in this Agreement or the Basic Documents to the contrary, in each instance in which notice must be made available to the Rating Agencies for purposes of satisfying the Rating Agency Condition, such notice shall be made available by the

Administrator and, to the extent such notice is only provided through a website post, the Administrator shall inform each Rating Agency in writing that a notice has been posted.

With respect to matters that in the reasonable judgment of the Owner Trust Administrator are non-ministerial, the Owner Trust Administrator shall not take any action unless within a reasonable time before the taking of such action, the Owner Trust Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction.  Unless explicitly provided under this Agreement, for the purpose of the preceding sentence, "non-ministerial matters" shall include, without limitation:

(A)

the amendment of or any supplement to the Indenture;

(B)

the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables);

(C)

the amendment, change or modification of the Related Agreements;

(D)

the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Owner Trust Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and

(E)

the removal of the Indenture Trustee.

Notwithstanding anything to the contrary in this Agreement, the Owner Trust Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Owner Trust Administrator not to take on its behalf.

The Owner Trust Administrator and its Affiliates may generally engage in any kind of business with any person party to a Related Agreement, any of its Affiliates and any person who may do business with or own securities of any such person or any of its Affiliates, without any duty to account therefor to the Issuer, the Owner Trustee or the Indenture Trustee.

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

Administrator and to the Issuer.  Thereupon the resignation or removal of the resigning Owner Trust Administrator shall become effective, and the successor Owner Trust Administrator shall have all the rights, powers and duties of the Owner Trust Administrator under this Agreement. The successor Owner Trust Administrator shall mail a notice of its succession to the Noteholders and the Certificateholders.  The resigning Owner Trust Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as Owner Trust Administrator to the successor Owner Trust Administrator and the resigning Owner Trust Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Owner Trust Administrator all rights, power, duties and obligations hereunder.

(i) if to the Issuer or the Owner Trustee, to:

BMW Vehicle Owner Trust 20[__]-[__]
In care of [______________]
[______________]
[______________]
Attention: [______________]

(ii) if to the Owner Trust Administrator, to:

BMW Financial Services NA, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇

Woodcliff Lake, New Jersey 07677
Attention: Vice President — Finance & CFO

with a copy to:

BMW Financial Services NA, LLC

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Attention: AJ-NA

(iii) if to the Indenture Trustee, to:

[______________]
[______________]

[______________]

Attention: [______________]

or to such other address as any party shall have provided to the other parties in writing.  Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand-delivered to the address of such party as provided above.

For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed.  Without limiting the foregoing, the Owner Trust Administrator may (a) consult with legal counsel (including counsel for the Issuer), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts and (b) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

(i)  If so requested by the Issuer for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Owner Trust Administrator shall (i) notify the Issuer in writing of any material litigation or governmental proceedings pending against the Owner Trust Administrator and (ii) provide to the Issuer a description of such proceedings.

(ii) As a condition to the succession to the Owner Trust Administrator by any Person as permitted by Section 8 hereof the Owner Trust Administrator shall provide to the Issuer, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice to the Issuer, of such succession or appointment and (y) in writing all information in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.

(iii) In addition to such information as the Owner Trust Administrator, as administrator, is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Issuer, the Owner Trust Administrator shall provide such information regarding the performance or servicing of the Receivables as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.

On or before 90 days after the end of each fiscal year, commencing with the fiscal year ended December 31, 20[__], the Owner Trust Administrator shall:

The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.  The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables.

Neither the Issuer nor the Owner Trust Administrator shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act).  The Owner Trust Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Indenture Trustee, the Servicer or any other party to the Basic Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection therewith, the Owner Trust

Administrator shall cooperate fully with the Owner Trust Administrator, on behalf of the Issuer to deliver to the Owner Trust Administrator, on behalf of 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 Owner Trust Administrator, on behalf of the Issuer, to permit the Owner Trust Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB.

The Issuer (including any of its assignees or designees) shall cooperate with the Owner Trust Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Owner Trust Administrator's, on behalf of the Issuer, reasonable judgment, to comply with Regulation AB.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

BMW VEHICLE OWNER TRUST 20[__]-[__]

By:  [______________], not in
its individual capacity but solely as Owner Trustee

By:                                                 

Name:
Title:

[______________],
not in its individual capacity
but solely as Indenture Trustee

By:                                                 

Name:

Title:

BMW FINANCIAL SERVICES NA, LLC,
   as Owner Trust Administrator

By:                                                 

Name:

Title:

 By:                                           

Name:

Title:

EXHIBIT A

POWER OF ATTORNEY

}

KNOW ALL MEN BY THESE PRESENTS, that BMW Vehicle Owner Trust 20[__]-[__] (the "Trust"), does hereby make, constitute and appoint BMW Financial Services NA, LLC, as administrator (the "Owner Trust Administrator") under the Owner Trust Administration Agreement dated as of [______________], 20[__] (the "Owner Trust Administration Agreement"), among the Trust, the Owner Trust Administrator and [______________], as Indenture Trustee, as the same may be amended from time to time, and its agents and attorneys, as Attorneys-in-Fact to execute on behalf of the Owner Trustee or the Trust all such documents, reports, filings, instruments, certificates and opinions as it should be the duty of the Owner Trustee or the Trust to prepare, file or deliver pursuant to the Basic Documents, or pursuant to Section 5.04 of the Trust Agreement, including, without limitation, to appear for and represent the Owner Trustee and the Trust in connection with the preparation, filing and audit of federal, state and local tax returns pertaining to the Trust, and with full power to perform any and all acts associated with such returns and audits that the Owner Trustee could perform, including without limitation, the right to distribute and receive confidential information, defend and assert positions in response to audits, initiate and defend litigation, and to execute waivers of restrictions on assessments of deficiencies, consents to the extension of any statutory or regulatory time limit, and settlements.

All powers of attorney for this purpose heretofore filed or executed by the Owner Trustee are hereby revoked.

Capitalized terms that are used and not otherwise defined herein shall have the meanings ascribed thereto in the Owner Trust Administration Agreement.

EXECUTED this ____ day of ____________, 20__.

BMW VEHICLE OWNER TRUST 20[__]-[__]

By:  [______________], not in
its individual capacity but solely as Owner Trustee

By:                                                 

Name:
Title:

 

Before me, the undersigned authority, on this day personally appeared ____________________, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he signed the same for the purposes and considerations therein expressed.

Sworn to before me this ___
day of _______, 20__.

Notary Public - State of _________________

EXHIBIT B

FORM OF ANNUAL CERTIFICATION

Re:

The Owner Trust Administration Agreement dated as of [______________], 20[__] (the "Agreement"), among BMW VEHICLE OWNER TRUST 20[__]-[__], a Delaware statutory trust (the "Issuer"), BMW FINANCIAL SERVICES NA, LLC, as administrator (the "Owner Trust Administrator"), and [______________], not in its individual capacity but solely as Indenture Trustee (the "Indenture Trustee").

I, ________________________________, the _______________________ of [NAME OF COMPANY] (the "Company"), certify to the Issuer and the Depositor, and their officers, with the knowledge and intent that they will rely upon this certification, that:

to be provided by the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the Issuer and the Depositor and the Owner Trustee and the Indenture Trustee.  Any material instances of noncompliance described in such reports have been disclosed to the Issuer and the Depositor.  Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.

By:  ________________________________
Name:
Title:

EXHIBIT C

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Owner Trust Administrator, shall address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria":

 

 

Reference

Criteria

 

 

Reference

Criteria

By:  ________________________________
Name:
Title: