BMW VEHICLE LEASE TRUST 2023-2, as Issuer, BMW FINANCIAL SERVICES NA, LLC, as Administrator, BMW AUTO LEASING LLC, as Transferor, and ISSUER ADMINISTRATION AGREEMENT Dated as of October 11, 2023

                                                                                                                                                                                        

BMW VEHICLE LEASE TRUST 2023-2,

as Issuer,

BMW FINANCIAL SERVICES NA, LLC,

as Administrator,

BMW AUTO LEASING LLC,
as Transferor,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Indenture Trustee

Dated as of October 11, 2023

                                                                                                                                                                                        

TABLE OF CONTENTS

This Issuer Administration Agreement, dated as of October 11, 2023 (the “Agreement”), is among BMW Vehicle Lease Trust 2023-2, 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 Trust Company, 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 11, 2023 (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:

1.1.      Capitalized Terms; Interpretive Provisions.

“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 11, 2023, between the Issuer and the Indenture Trustee, as amended or supplemented from time to time.

“Indenture Trustee” means U.S. Bank Trust Company, National Association, a national banking association, in its capacity as trustee under the Indenture, its successors in interest and any successor trustee under the Indenture.

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

“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.

“Servicing Agreement” means the Basic Servicing Agreement, as amended and supplemented by that certain supplement dated as of October 11, 2023, 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 2023-2 supplement thereto, dated as of October 11, 2023, among the parties to the Vehicle Trust Agreement, as amended or supplemented 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.

1.2.      Duties of the Administrator.

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))

Indenture; (iv) any resignation of the Indenture Trustee pursuant to Section 6.08 of the Indenture; (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.

1.3.      Records.  The Administrator shall maintain appropriate books of accounts and records relating to its services performed hereunder, which books of accounts and records shall be accessible for inspection by the Issuer and the Transferor at any time during normal business hours.

1.4.      Compensation.  As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be paid a fee by the Servicer.

1.5.      Additional Information to be Furnished to the Issuer.  The Administrator shall furnish to the Issuer from time to time such additional information regarding the Collateral as the Issuer shall reasonably request.

1.6.      Independence of the Administrator.  For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder.  Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.

1.7.      No Joint Venture.  Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

1.8.      Other Activities of Administrator.  Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in the Administrator’s sole discretion, from acting in a similar capacity as an administrator for any other Person or entity, even though such person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.

1.9.      Term of Agreement; Resignation and Removal of Administrator.  This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate.

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.

1.10.      Action Upon Termination, Resignation or Removal.  Promptly upon the effective date of termination of this Agreement pursuant to the first sentence of Section 1.9 or the resignation or removal of the Administrator pursuant to Sections 1.9(a), (b) or (c), respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal.  The Administrator shall forthwith upon such termination pursuant to the first sentence of Section 1.9 deliver to the Issuer all property

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.

1.11.      Notices.  All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service and addressed in each case as follows:  (i) if to the Issuer or the Administrator, at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel, with a copy (which shall not constitute notice) to ▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; (ii) if to the Owner Trustee, at Wilmington Trust, National Association, ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Corporate Trust Administration; (iii) if to the Indenture Trustee, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Global Structured Finance/BMW Vehicle Lease Trust 2023-2; (iv) if to S&P, to S&P Global Ratings, Inc., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Asset Back Surveillance Department Email: ▇▇▇_▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; (v) if to Fitch, to Fitch Ratings, Inc., ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Fax: ▇▇▇-▇▇▇-▇▇▇▇, Attention: Asset Backed Surveillance; or (vi) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto.  Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder.

1.12.      Amendments.  This Agreement may be amended from time to time by a written amendment duly executed and delivered by the parties hereto, with the written consent of the Owner Trustee but without the consent of the Securityholders, 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 Securityholders; provided, that such amendment will not materially and adversely affect the interest of any Noteholder or Trust Certificateholder.  This Agreement may also be amended by the parties hereto with the written consent of the Owner Trustee and the holders of Notes evidencing at least a Majority Interest and the holders of Trust Certificates evidencing at least a majority of the Certificate Percentage Interest for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of Securityholders; provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the 2023-2 Leases or distributions that are required to be made for the benefit of the Securityholders or (ii) reduce the aforesaid percentage of the holders of Notes and Trust Certificates which are required to consent to any such amendment, without the consent of the holders of all outstanding Notes and Trust Certificates.  Notwithstanding the foregoing, the Administrator may not amend this Agreement without the permission of the Transferor, which permission shall not be unreasonably withheld.

1.13.      Successors and Assigns.  This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Issuer and the Owner Trustee and subject to the Rating Agency Condition.  An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same

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.

1.14.      Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflicts of law provisions other than Sections 5-1401 and 5-1402 of the New York General Obligations Law.

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

1.16.      Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility to the fullest extent permitted by law.

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

1.18.      Limitation of Liability of Owner Trustee and Indenture Trustee.

be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

1.19.      Third-Party Beneficiary.  Each of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

1.20.      Nonpetition Covenants.  Notwithstanding any prior termination of this Agreement, the Administrator and the Indenture Trustee shall not, prior to the date which is one year and one day after the date upon which all obligations and payments under the Securitized Financing have been paid in full, acquiesce, petition or otherwise invoke or cause the Issuer or the Transferor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer or the Transferor under any United States federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or the Transferor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer or the Transferor.

1.21.      Form 10-Ds; Investor Communications.

votes on that matter, which shall be a date not earlier than one hundred fifty (150) days after the date on which the Form 10-D describing the occurrence of the related Delinquency Trigger shall have been filed by the Administrator pursuant to the terms of Section 1.2(a)(viii) hereof; (2) 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.

regarding the new Asset Representations Reviewer, in the Form 10-D filed by the Administrator pursuant to Section 1.2(a)(viii) hereof for the Collection Period in which such change occurs.

[SIGNATURE PAGE FOLLOWS]

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

 

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