Servicer Representations and Warranties. The Servicer represents and warrants, as of the date of this Agreement and, except as otherwise provided, throughout the term of this Agreement, that the statements set forth below in this Section 5.2 are true and accurate. Relative to the Servicer:
Servicer Representations and Warranties. Effective as of the date hereof, the Servicer hereby reaffirms the representations and warranties set forth in Section 2.06(a) and Section 5.01 of the Basic Servicing Agreement, except that references to “this Agreement” shall be deemed to refer to the Servicing Agreement, as such term is defined herein.
Servicer Representations and Warranties. The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby represents and warrants to the Owner that as of each Commencement Date:
(a) Due Organization and Authority. The Servicer is duly organized, validly existing and in good standing under the laws of the United States or the jurisdiction of its formation, as applicable, and has and shall continue to maintain all licenses necessary to carry on its business as now being conducted and is and will continue to be licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer, and in any event the Servicer is and will continue to be in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement; the Servicer has the full power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms;
Servicer Representations and Warranties. (a) The Servicer has made the representations and warranties set forth in Section 3.02 of the Basic Servicing Agreement on which the Lender, the Titling Trust and the Collateral Agent have relied, and the 2020-A Exchange Noteholder, in acquiring the 2020-A Exchange Note, will rely. Such representations and warranties are remade as of the 2020-A Exchange Note Issuance Date and will survive the sale, transfer, assignment and conveyance of the 2020-A Exchange Note to the 2020-A Exchange Noteholder, the Transferor and the Issuer and the pledge of the 2020-A Exchange Note to the Indenture Trustee pursuant to the Indenture.
(b) As of the 2020-A Exchange Note Issuance Date, the Servicer is not in material default under any agreement, contract, instrument or indenture of any nature whatsoever to which it is bound, which default would have a material adverse effect on its ability to perform its obligations under this Agreement.
(c) As of the 2020-A Exchange Note Issuance Date, no consent, approval, authorization or order of any Governmental Authority is required under federal or State law for the execution, delivery and performance by the Servicer of, or compliance by it with, this Agreement or the consummation of the transactions contemplated hereby, or if required has been obtained or can be obtained prior to the execution of this Agreement.
(d) To the knowledge of the Servicer, no selection procedures believed to be adverse to the 2020-A Exchange Noteholder have been utilized in selecting the 2020-A Leases and 2020-A Vehicles included in the 2020-A Reference Pool from other Leases and Vehicles that meet the criteria specified in Exhibit B hereto.
(e) To the knowledge of the Servicer, all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by Titling Trust in connection with (i) the execution, delivery and performance by the Titling Trust of each 2020-A Lease and (ii) the acquisition by the Titling Trust of such 2020-A Lease and the related 2020-A Vehicle, were duly obtained, effected or given and were in full force and effect as of such date of creation or acquisition and remained in full force and effect as of the 2020-A Closing Date.
Servicer Representations and Warranties. 14 Section 3.02 Remedies for Breach of Representations and Warranties........................................16
Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that, as of the Closing Date (unless another date is otherwise specified below):
(i) each 2023-2 Vehicle was a new BMW passenger car or BMW light truck at the time of origination of the related 2023-2 Lease;
(ii) each 2023-2 Vehicle has a model year of 2020 or later;
(iii) each 2023-2 Lease provides for level payments that fully amortize the adjusted capitalized cost of the 2023-2 Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee-initiated early termination, provides for payment of the related Early Termination Cost;
(iv) each 2023-2 Lease was originated on or after February 1, 2021;
(v) each 2023-2 Lease has a Maturity Date on or after the January 2024 Payment Date and no later than the August 2026 Payment Date;
(vi) each 2023-2 Lease is not more than 29 days past due as of the Cutoff Date;
(vii) each 2023-2 Lease was originated by BMW FS in the United States, for a Lessee with a U.S. address, in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices;
(viii) each 2023-2 Lease is a U.S. dollar-denominated obligation;
(ix) each 2023-2 Lease was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws;
(x) each 2023-2 Lease (a) is a legal, valid and binding payment obligation of the related Lessee, enforceable against such Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated and (c) no right of rescission, setoff, counterclaim or defense with respect to such 2023-2 Lease has been asserted or threatened in writing;
(xi) for each 2023-2 Lease that was executed electronically, an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices;
(xii) each 2023-2 Lease requires the related Lessee to obtain physical damage and liability insurance that names BMW FS or the lessor as loss payee covering the related 2023-2 Vehicle;
(xiii) each 2023-2 Lease has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues;
(xiv) as of the Cutoff Date, the Lessee of ea...
Servicer Representations and Warranties. (a) Effective as of the date hereof, the Servicer hereby represents and warrants that each 20[__]-[__] Lease and the related 20[__]-[__] Vehicle:
(i) was a new BMW vehicle at the time of origination of the Lease;
(ii) has a model year of 20[__] or later;
(iii) provides for level payments that fully amortize the adjusted capitalized cost of the 20[__]-[__] Lease at the related Lease Rate to the related Contract Residual Value over the lease term and, in the event of a lessee initiated early termination, provides for payment of the Early Termination Cost;
(iv) was originated on or after [________], 20[__];
(v) has a Maturity Date on or after the [________] 20[__] Payment Date and no later than the [________] 20[__] Payment Date;
(vi) is not more than [____] days past due as of the Cutoff Date;
(vii) was originated by BMW FS in the United States for a Lessee with a U.S. address in the ordinary course of BMW FS’ business and in compliance with BMW FS’ customary credit policies and practices;
(viii) is a U.S. dollar-denominated obligation;
(ix) provides for constant Monthly Payments to be made by the Lessee over the Lease Term;
(x) is a closed-end lease as to which no selection procedure aside from those specified herein was used that was believed to be adverse to the holders of interests in the Vehicle Trust, the SUBI or any Other SUBI;
(xi) was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws;
(a) is a legal, valid and binding payment obligation of the Lessee, enforceable against the Lessee in accordance with its terms, as amended, (b) has not been satisfied, subordinated, rescinded, canceled or terminated, (c) no right of rescission, setoff, counterclaim or defense has been asserted or threatened in writing and (d) no written default notice has been transmitted to BMW FS;
(xiii) an electronic executed copy of the documentation associated therewith is located at one of BMW FS’ offices;
(xiv) requires the Lessee to obtain physical damage and liability insurance that names the lessor as loss payee covering the related 20[__]-[__] Vehicle as required under the 20[__]-[__] Lease;
(xv) has been validly assigned to the Vehicle Trust by the related Center and is owned by the Vehicle Trust, free of all liens, encumbrances or rights of others other than liens relating to administration of title and tax issues;
(xvi) all materia...
Servicer Representations and Warranties. 14 Section 3.02 Remedies for Breach of Representations and Warranties........16
Servicer Representations and Warranties. The Servicer hereby represents and warrants to the Owner that, as to itself as of the related Closing Date:
(a) It is a federal savings bank, duly organized, validly existing, and in good standing under the federal laws of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where each Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it. It is an approved seller/servicer in good standing of conventional residential mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac and is a HUD-approved mortgagee under Section 203 of the National Housing Act. It has corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by it and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the Owner, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement.
(b) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained.
(c) The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its articles of incorporation or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or ...
Servicer Representations and Warranties. The Servicer hereby represents and warrants to the Owner that, as of each Servicing Date:
