SUBI Clause Samples

SUBI. Any amendment to this Servicing Supplement shall be deemed not to materially and adversely affect the interests of any holder of Notes, if the Rating Agency Condition is satisfied.

SUBI. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “SUBI Certificate Transfer Agreement”), between the Depositor and the UTI Beneficiary, the UTI Beneficiary will sell the SUBI Certificate to the Depositor. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “Trust SUBI Certificate Transfer Agreement”), between the Depositor and the Trust, the Depositor will sell the SUBI Certificate to the Trust. This Agreement, the Indenture, the Trust Agreement, the Servicing Agreement, the SUBI Trust Agreement, the SUBI Certificate Transfer Agreement, the Trust Administration Agreement, the Trust SUBI Certificate Transfer Agreement, the Depository Agreement, a backup security agreement, dated as of the Closing Date (the “Backup Security Agreement”), among BMW Financial Services, the Vehicle Trust, the UTI Beneficiary, the Depositor, the Trust and the Indenture Trustee, and a control agreement, dated as of the Closing Date (the “Control Agreement”), among the Depositor, the Trust, as initial secured party, and U.S. Bank National Association, as assignee-secured party and securities intermediary, are referred to herein collectively as the “Transaction Documents”. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the SUBI Trust Agreement or the Indenture, as the case may be. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 11:56 a.m. on January 16, 2013 (the “Time of Sale”), the Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the free writing prospectus dated January 14, 2013 as supplemented by the free writing prospectus dated January 15, 2013 (together, along with any information referred to under the caption “Static Pools” therein, the “Initial Free Writing Prospectus”), and (ii) each other “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Act”)) or preliminary prospectus listed on Schedule III hereto (as it may be amended with the approval in writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, i...

SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

SUBI. Pursuant to the Series 2014-1 SUBI Supplement, the Initial Beneficiary may from time to time reallocate assets included in the Series 2014-1 SUBI Portfolio to the UTI. Proceeds on assets included in the Series 2014-1 SUBI Portfolio will be (i) collected pursuant to the terms of the Servicing Agreement of even date among GE Equipment Transportation LLC, Series 2014-1 (the “Issuer”), the Trust and General Electric Capital Corporation, as servicer, and (ii) invested and distributed pursuant to the Indenture of even date, between the Issuer and Citibank, N.A., as indenture trustee. The rights of the holder of this Certificate to the proceeds of the Series 2014-1 SUBI Assets are and will be further set forth in the Trust Agreement. This Certificate does not represent an obligation of, or an interest in, the Settlor, any Trustee, the Initial Beneficiary or any of their respective Affiliates (other than the Trust). This Certificate is limited in right of payment to certain collections and recoveries with respect to the Series 2014-1 SUBI Assets allocated to the Series 2014-1 SUBI Portfolio, all to the extent and as more specifically set forth in the Trust Agreement. A copy of the Trust Agreement may be examined during normal business hours at the principal office of the Administrative Trustee, and at such other places, if any, designated by the Administrative Trustee, by the holder hereof upon request. By accepting this Certificate, the holder hereof releases (or fully subordinates, but only to the extent such release is not given effect) any claim in respect of this Certificate to any proceeds or assets of the Trust other than those from time to time included within the Series 2014-1 SUBI Portfolio as Series 2014-1 SUBI Assets and those proceeds or assets derived from or earned by such Series 2014-1 SUBI Assets. The Series 2014-1 SUBI Supplement permits, with certain exceptions provided therein, the amendment of the Trust Agreement, and the modification of the rights and obligations of the parties thereto with respect to the Series 2014-1 SUBI Assets, the Series 2014-1 SUBI Portfolio, the Series 2014-1 SUBI and the rights of the holder of this Certificate at any time by the holder of this Certificate and each of the Trustees. If approval of any holder of this Certificate is required, any such consent shall be conclusive and binding on such holder and on all future holders hereof and of any Certificate issued upon the permitted transfer hereof or in exchange here...

SUBI. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “SUBI Certificate Transfer Agreement”), between the Depositor and the UTI Beneficiary, the UTI Beneficiary will sell the SUBI Certificate to the Depositor. Pursuant to a SUBI certificate transfer agreement, dated as of the Closing Date (the “Trust SUBI Certificate Transfer Agreement”), between the Depositor and the Trust, the Depositor will sell the SUBI Certificate to the Trust. The Trust will provide for the review of the 2022-1 Leases for compliance with certain representations and warranties made with respect thereto in certain circumstances under an asset representations review agreement, dated as of the Closing Date (the “Asset Representations Review Agreement”), among the Trust, BMW Financial Services, as Servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). This Agreement, the Indenture, the Trust Agreement, the Servicing Agreement, the SUBI Trust Agreement, the SUBI Certificate Transfer Agreement, the Trust Administration Agreement, the Trust SUBI Certificate Transfer Agreement, the Asset Representations Review Agreement, the Depository Agreement, a backup security agreement, dated as of the Closing Date (the “Backup Security Agreement”), among BMW Financial Services, the Vehicle Trust, the UTI Beneficiary, the Depositor, the Trust and the Indenture Trustee, and a control agreement, dated as of the Closing Date (the “Control Agreement”), between the Trust and U.S. Bank National Association, as secured party and securities intermediary, are referred to herein collectively as the “Transaction Documents”. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the SUBI Trust Agreement or the Indenture, as the case may be. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 3:09 p.m. on January 11, 2022 (the “Time of Sale”), the Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the preliminary prospectus dated January 5, 2022 (together, along with any information referred to under the captions “Static Pools” and “Appendix A – Static Pool Information” therein, the “Preliminary Prospectus”) and (ii) the Ratings Free Writing Prospectus (as defined in Section 7) and each other “free writing p...

SUBI. The Vehicle Trustee will allocate a portfolio consisting of the lease agreements (the “2022-1 Leases”) and the related specified vehicles (the “2022-1 Vehicles”) and certain other related assets to the 2022-1 SUBI (collectively, the “SUBI Assets”). The Trust Assets (including the SUBI Assets) will be serviced by BMW Financial Services (in such capacity, the “Servicer”) pursuant to a servicing agreement, dated as of August 30, 1995 (the “Basic Servicing Agreement”), as supplemented by a 2022-1 SUBI servicing supplement, dated as of the Closing Date (the “SUBI Servicing Supplement” and, together with the Basic Servicing Agreement, the “Servicing Agreement”), in each case among the Vehicle Trust, the UTI Beneficiary and Servicer. In connection with the creation of the 2022-1 SUBI, the Vehicle Trust will issue to the UTI Beneficiary a certificate (the “SUBI Certificate”) representing the entire beneficial interest