Common use of Intent of Parties; Reasonableness Clause in Contracts

Intent of Parties; Reasonableness. The Indenture Trustee and Issuer acknowledge and agree that the purpose of Section 3.09 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect of the requirements of Regulation AB, and the parties shall comply with reasonable requests made by the Issuer, the Administrator or the Indenture Trustee in good faith for delivery of additional or different information to the extent such information is freely available and deliverable (provided that, in the good faith determination of the Issuer, the Administrator or the Indenture Trustee, such additional or different information is required to comply with the provisions of Regulation AB). The Issuer (or the Administrator, acting on behalf of the Issuer) shall cooperate with the Indenture Trustee by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer to comply with Regulation AB.

Appears in 6 contracts

Samples: Vehicle Lease (Financial Services Vehicle Trust), Vehicle Lease (Financial Services Vehicle Trust), BMW Vehicle Lease (BMW Auto Leasing LLC)

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Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 20[__]-[__] Leases and 20[__]-[__] Vehicles, or the servicing of the 20[__]-[__] Leases and 20[__]-[__] Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 3 contracts

Samples: Financial Services (Financial Services Vehicle Trust), Financial Services (Financial Services Vehicle Trust), Financial Services (BMW Auto Leasing LLC)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2015-2 Leases and 2015-2 Vehicles, or the servicing of the 2015-2 Leases and 2015-2 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Basic Servicing Agreement (BMW Auto Leasing LLC), Basic Servicing Agreement (BMW Auto Leasing LLC)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Servicing Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 20[__]-[__] Leases and 20[__]-[__] Vehicles, or the servicing of the 20[__]-[__] Leases and 20[__]-[__] Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Financial Services (Financial Services Vehicle Trust), Basic Servicing Agreement (Financial Services Vehicle Trust)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Servicing Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2018-1 Leases and 2018-1 Vehicles, or the servicing of the 2018-1 Leases and 2018-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Financial Services (BMW Vehicle Lease Trust 2018-1), Financial Services (BMW Vehicle Lease Trust 2018-1)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Servicing Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2019-1 Leases and 2019-1 Vehicles, or the servicing of the 2019-1 Leases and 2019-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Financial Services Vehicle (BMW Vehicle Lease Trust 2019-1), Financial Services (BMW Vehicle Lease Trust 2019-1)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Servicing Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2021-1 Leases and 2021-1 Vehicles, or the servicing of the 2021-1 Leases and 2021-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Financial Services Vehicle Trust (BMW Vehicle Lease Trust 2021-1), Financial Services Vehicle (BMW Vehicle Lease Trust 2021-1)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Servicing Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2022-1 Leases and 2022-1 Vehicles, or the servicing of the 2022-1 Leases and 2022-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Basic Servicing Agreement (BMW Vehicle Lease Trust 2022-1), Basic Servicing Agreement (BMW Vehicle Lease Trust 2022-1)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Servicing Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2017-1 Leases and 2017-1 Vehicles, or the servicing of the 2017-1 Leases and 2017-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Financial Services Vehicle (BMW Vehicle Lease Trust 2017-1), Financial Services Vehicle (BMW Vehicle Lease Trust 2017-1)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2014-1 Leases and 2014-1 Vehicles, or the servicing of the 2014-1 Leases and 2014-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Financial Services Vehicle Trust (BMW Auto Leasing LLC), Financial Services (BMW Auto Leasing LLC)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2010-1 Leases and 2010-1 Vehicles, or the servicing of the 2010-1 Leases and 2010-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Financial Services (BMW Vehicle Lease Trust 2010-1), Financial Services (BMW Vehicle Lease Trust 2010-1)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2011-1 Leases and 2011-1 Vehicles, or the servicing of the 2011-1 Leases and 2011-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Financial Services (BMW Vehicle Lease Trust 2011-1), Financial Services (BMW Vehicle Lease Trust 2011-1)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Servicing Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2023-2 Leases and 2023-2 Vehicles, or the servicing of the 2023-2 Leases and 2023-2 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Basic Servicing Agreement (BMW Vehicle Lease Trust 2023-2), Basic Servicing Agreement (BMW Vehicle Lease Trust 2023-2)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Servicing Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2016-2 Leases and 2016-2 Vehicles, or the servicing of the 2016-2 Leases and 2016-2 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Basic Servicing Agreement (BMW Vehicle Lease Trust 2016-2), Basic Servicing Agreement (BMW Vehicle Lease Trust 2016-2)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2012-1 Leases and 2012-1 Vehicles, or the servicing of the 2012-1 Leases and 2012-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Financial Services (BMW Vehicle Lease Trust 2012-1), Financial Services (BMW Vehicle Lease Trust 2012-1)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Servicing Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2024-1 Leases and 2024-1 Vehicles, or the servicing of the 2024-1 Leases and 2024-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Basic Servicing Agreement (BMW Vehicle Lease Trust 2024-1), Basic Servicing Agreement (BMW Vehicle Lease Trust 2024-1)

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Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Servicing Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2023-1 Leases and 2023-1 Vehicles, or the servicing of the 2023-1 Leases and 2023-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Basic Servicing Agreement (BMW Vehicle Lease Trust 2023-1), Basic Servicing Agreement (BMW Vehicle Lease Trust 2023-1)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2013-1 Leases and 2013-1 Vehicles, or the servicing of the 2013-1 Leases and 2013-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Financial Services Vehicle Trust (BMW Vehicle Lease Trust 2013-1), Financial Services (BMW Vehicle Lease Trust 2013-1)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Servicing Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2016-1 Leases and 2016-1 Vehicles, or the servicing of the 2016-1 Leases and 2016-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Basic Servicing Agreement (BMW Vehicle Lease Trust 2016-1), Basic Servicing Agreement (BMW Vehicle Lease Trust 2016-1)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Servicing Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2017-2 Leases and 2017-2 Vehicles, or the servicing of the 2017-2 Leases and 2017-2 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 2 contracts

Samples: Financial Services Vehicle Trust (BMW Vehicle Lease Trust 2017-2), Financial Services Vehicle Trust (BMW Vehicle Lease Trust 2017-2)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2007-1 Leases and 2007-1 Vehicles, or the servicing of the 2007-1 Leases and 2007-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 1 contract

Samples: Financial Services (BMW Vehicle Lease Trust 2007-1)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2009-1 Leases and 2009-1 Vehicles, or the servicing of the 2009-1 Leases and 2009-1 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 1 contract

Samples: Financial Services (BMW Vehicle Lease Trust 2009-1)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Article II of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the [____]-[_] Leases and [____]-[_] Vehicles, or the servicing of the [____]-[_] Leases and [____]-[_] Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 1 contract

Samples: Servicing Agreement (BMW Auto Leasing LLC)

Intent of Parties; Reasonableness. The Indenture Trustee Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Section 3.09 Sections 2.12 and 2.16 of this Agreement Servicing Supplement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Sponsor, the Administrator nor the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each The Servicer acknowledges that interpretations of the parties agrees that (a) the obligations requirements of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary may change over time, whether due to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect advice of the requirements of Regulation ABcounsel, or otherwise, and the parties shall agrees to comply with reasonable requests made by the Issuer, Issuer or the Administrator or the Indenture Trustee in good faith for delivery of additional or different information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the extent such Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information is freely available and deliverable (provided that, necessary in the good faith determination of the Issuer, Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Indenture Trustee, such additional or different information is required Issuer) to comply with the provisions of Regulation AB), together with such disclosures relating to the Servicer, any Subservicer and the 2021-2 Leases and 2021-2 Vehicles, or the servicing of the 2021-2 Leases and 2021-2 Vehicles, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance. The Issuer and the Administrator (including any of its assignees or the Administrator, acting on behalf of the Issuerdesignees) shall cooperate with the Indenture Trustee Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

Appears in 1 contract

Samples: Basic Servicing Agreement (BMW Vehicle Lease Trust 2021-2)

Intent of Parties; Reasonableness. The Indenture Trustee and Issuer acknowledge and agree that the purpose of Section 3.09 of this Agreement Indenture is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Issuer nor the Administrator (acting on behalf of the Issuer) 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). Each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB and (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive guidance provided by the Commission or its staff, or consensus among participants in the asset-backed securities markets, in respect of the requirements of Regulation AB, and the parties shall comply with reasonable requests made by the Issuer, the Administrator or the Indenture Trustee in good faith for delivery of additional or different information to the extent such information is freely available and deliverable (provided that, in the good faith determination of the Issuer, the Administrator or the Indenture Trustee, such additional or different information is required to comply with the provisions of Regulation AB). The Issuer (or the Administrator, acting on behalf of the Issuer) shall cooperate with the Indenture Trustee by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer to comply with Regulation AB.

Appears in 1 contract

Samples: Vehicle Lease Trust (Financial Services Vehicle Trust)

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