Servicing Supplement. This 2015-1 Servicing Supplement, dated as of January 14, 2015, is among Financial Services Vehicle Trust, a Delaware statutory trust (the “Trust”), BMW Manufacturing L.P., an Indiana limited partnership, as grantor and initial beneficiary of the Trust (in such capacities, the “Grantor” and the “UTI Beneficiary,” respectively) and BMW Financial Services NA, LLC, a Delaware limited liability company (“BMW FS”), as servicer (in such capacity, the “Servicer”) and as sponsor (in such capacity, the “Sponsor”).
Servicing Supplement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Program Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee or the Securitization Trust hereunder or under any other Program Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement.
Servicing Supplement. Upon the issuance of a Closed-End Exchange Note pursuant to Section 6.1 of the Collateral Agency Agreement, the Closed-End Servicer, the Closed-End Collateral Agent and the Titling Trust may enter into a supplement to this Closed-End Servicing Agreement (each, a “Servicing Supplement”) that sets forth any specific rights and duties of the Closed-End Servicer and other agreements and undertakings with respect to the administration and servicing of the related Reference Pool, including:
(i) the representations and warranties, if any, to be made by the Closed-End Servicer with respect to the Closed-End Units included in the related Reference Pool (and with respect to the related Closed-End Leases and Closed-End Vehicles);
(ii) the indemnification by the Closed-End Servicer of the related Exchange Noteholder, any owner trustee or administrator of the related Exchange Noteholder, any indenture trustee, note purchaser or underwriter with respect to debt obligations issued by an Exchange Noteholder and secured by a Closed-End Exchange Note, the respective officers, directors, employees and agents of such Persons, and any other Person that the Closed-End Servicer agrees to indemnify, in each case with respect to the servicing of the related Reference Pool;
(iii) the rate and any other terms with respect to the related Reference Pool Servicing Fee;
(iv) the manner in which the Closed-End Servicer will service and administer the assets included in the related Reference Pool;
(v) the purchase of a Closed-End Unit or other remedy to be provided by the Closed-End Servicer upon the breach by the Closed-End Servicer of a representation, warranty or covenant with respect to such Closed-End Unit; and
(vi) reporting obligations of the Closed-End Servicer with respect to the related Reference Pool.
Servicing Supplement. The Oaks Mortgage Trust Series 2015-2 Servicing Supplement dated as of November 1, 2015 among PHH, the Sponsor and the Trustee.
Servicing Supplement. If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer according to Section 4.3(d).
Servicing Supplement. In connection with the issuance of an Exchange Note pursuant to Section 4.01(a) of the Collateral Agency Agreement, the parties hereto may enter into a supplement to this Agreement (each, a “Servicing Supplement”) that sets forth specific rights and duties of the Servicer and other agreements and undertakings with respect to the administration and servicing of the Leases and Vehicles included in the related Reference Pool, including:
(a) the representations and warranties, if any, to be made by the Servicer with respect to such Leases and Vehicles;
(b) the indemnification by the Servicer of the related Exchange Noteholder, any owner trustee or administrator of the related Exchange Noteholder, any indenture trustee, note purchaser, agent or underwriter with respect to debt obligations issued by an Exchange Noteholder and secured by an Exchange Note, the respective officers, directors, employees and agents of such Persons and any other Person that the Servicer agrees to indemnify, in each case with respect to the servicing of the related Reference Pool;
(c) the rate and any other terms with respect to the related Reference Pool Servicing Fee;
(d) the manner in which the Servicer will service and administer such Leases and Vehicles;
(e) the purchase of a Lease (and all related Vehicles) or other remedy to be provided by the Servicer upon the breach by the Servicer of a representation, warranty or covenant with respect to such Lease (or any related Vehicle); and
(f) reporting obligations of the Servicer with respect to the related Reference Pool.
Servicing Supplement. (d) In connection with the purchase by the Servicer of a Matured Vehicle relating to a 2004-A Lease pursuant to Section 2.06(f) of the Basic Servicing Agreement, if (i) no Sales Proceeds Advance has been made, the purchase price of such Matured Vehicle will equal the Securitization Value of such 2004-A Lease as of the date of expiration and (ii) a Sales Proceeds Advance has been made, (a) the purchase price will equal the amount of the Sales Proceeds Advance, (b) no additional amounts need be remitted by the Servicer, and (c) the Servicer shall be deemed to have been reimbursed for such Sales Proceeds Advance.
(e) If any 2004-A Lease and the related 2004-A Vehicle are reallocated to the UTI, until such time thereafter, if ever, as such Lease and Leased Vehicle are allocated to an Other SUBI, the Servicer shall indemnify, defend and hold harmless the Related Beneficiaries and the Trust from and against any and all loss or liability with respect to or resulting from such 2004-A Lease or 2004-A Vehicle (including the reasonable fees and expenses of counsel).
Servicing Supplement. In connection with the issuance of an Exchange Note pursuant to Section 4.01(a) of the Collateral Agency Agreement, the parties hereto may enter into a supplement to this Agreement (each, a “Servicing Supplement”) that sets forth specific rights and duties of the Servicer and other agreements and undertakings with respect to the administration and servicing of the Leases and Vehicles included in the related Reference Pool, including:
(a) the representations and warranties, if any, to be made by the Servicer with respect to such Leases and Vehicles;
(b) the indemnification by the Servicer of the related Exchange Noteholder, any owner trustee or administrator of the related Exchange Noteholder, any indenture trustee, note purchaser, agent or underwriter with respect to debt obligations issued by an Exchange Noteholder and secured by an Exchange Note, the respective officers, directors, employees and agents of such Persons and any other Person that the Servicer agrees to indemnify, in each case with respect to the servicing of the related Reference Pool;
Servicing Supplement. Notwithstanding any other provision of this Section 2.01, if, in respect of any Participated Loan, Servicer has agreed in a Servicing Supplement with the holder of an Economic Participation therein to different or additional standards for Servicing such Participated Loan, then Lender agrees that, subject to the Accepted Servicing Practices, such different or additional standards shall apply in respect of such Participated Loans, in lieu of any contrary or other standards set forth in this Section 2.01, provided Lender has been provided a copy of such Servicing Supplement and has not objected thereto, in its reasonable discretion, in writing to Servicer within five (5) Business Days of its receipt thereof.
Servicing Supplement. Upon the issuance of an Exchange Note pursuant to Section 4.01(a) of the Credit and Security Agreement, the Servicer, the Lender, the Collateral Agent and each Holding Company may enter into a supplement to this Agreement (each, a “Servicing Supplement”) that sets forth any specific rights and duties of the Servicer and other agreements and undertakings with respect to the administration and servicing of the related Reference Pool, including:
(i) the representations and warranties to be made by the Servicer with respect to the Collateral Leases and the Collateral Leased Vehicles included in the related Reference Pool;
(ii) the indemnification by the Servicer of the related Exchange Noteholder, any owner trustee or administrator of the related Exchange Noteholder, any indenture trustee, note purchaser or underwriter with respect to debt obligations issued by an Exchange Noteholder and secured by an Exchange Note, the respective officers, directors, employees and agents of such Persons, and any other Person that the Servicer agrees to indemnify, in each case with respect to the servicing of the related Reference Pool;
(iii) the rate and any other terms of the related Reference Pool Servicing Fee;
(iv) the manner in which the Servicer will service and administer the assets included in the related Reference Pool;
(v) the purchase of the Titling Company Interest in a Collateral Lease and the related Collateral Leased Vehicle or other remedy to be provided by the Servicer upon the breach by the Servicer of a representation, warranty or covenant with respect to such Collateral Lease and Collateral Leased Vehicle; and
(vi) the reporting obligations of the Servicer of the related Reference Pool.
