BMW VEHICLE LEASE TRUST 2017-1, as Issuer, BMW FINANCIAL SERVICES NA, LLC, as Administrator, BMW AUTO LEASING LLC, as Transferor, and ISSUER ADMINISTRATION AGREEMENT Dated as of March 22, 2017

Exhibit 10.8

Execution Version

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BMW VEHICLE LEASE TRUST 2017-1,

as Issuer,

 

BMW FINANCIAL SERVICES NA, LLC,

as Administrator,

 

BMW AUTO LEASING LLC,
as Transferor,

 

and

 

U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee

 

 

Dated as of March 22, 2017

 

                                                                                                 

 

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TABLE OF CONTENTS

 

This Issuer Administration Agreement, dated as of March 22, 2017 (the “Agreement”), is among BMW Vehicle Lease Trust 2017-1, a Delaware statutory trust, as issuer (the “Issuer”), BMW Financial Services NA, LLC, a Delaware limited liability company (“BMW FS”), as administrator (in such capacity, the “Administrator”), BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the “Transferor”), and U.S. Bank National Association, a national banking association, as indenture trustee (the “Indenture Trustee”).

 

RECITALS

 

WHEREAS, BMW Auto Leasing LLC, as transferor, and Wilmington Trust, National Association, as trustee (the “Owner Trustee”), are entering into that certain amended and restated trust agreement, dated as of March 22, 2017 (the “Trust Agreement”), pursuant to which, among other things, certain rights and obligations of the Issuer will be set forth; and

 

WHEREAS, the parties desire to enter into this Agreement to provide for, among other things, the Administrator’s provision of certain services to the Issuer and the Owner Trustee.

 

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

1.1.      Capitalized Terms; Interpretive Provisions.

 

 

“Accountants” means a firm of independent public accountants acceptable to the Owner Trustee.

 

“Agreement” means this Issuer Administration Agreement, as amended, supplemented or modified from time to time.

 

“Basic Servicing Agreement” means that certain servicing agreement, dated as of August 30, 1995, among Financial Services Vehicle Trust, as vehicle trust, BMW Manufacturing L.P., as UTI beneficiary, and BMW FS, as servicer.

 

“Indenture” means that certain indenture, dated as of March 22, 2017, between the Issuer and the Indenture Trustee, as amended or supplemented from time to time.

 

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

 

“Servicing Agreement” means the Basic Servicing Agreement, as amended and supplemented by that certain supplement dated as of March 22, 2017, among the parties to the Basic Servicing Agreement, as amended or supplemented from time to time.

 

“SUBI Trust Agreement” means the Vehicle Trust Agreement, as supplemented by that certain 2017-1 supplement thereto, dated as of March 22, 2017, among the parties to the Vehicle Trust Agreement, as amended or supplemented from time to time.

 

“Related Documents” means all of the Basic Documents to which the Issuer or the Owner Trustee is a party, as the same shall be amended from time to time.

 

“Vehicle Trust Agreement” means that certain amended and restated trust agreement, dated as of September 27, 1996, as further amended as of May 25, 2000 and December 1, 2006 between BMW Manufacturing L.P., as grantor and initial beneficiary, and BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), as trustee.

 

 

1.2.      Duties of the Administrator.

 

 

(i)      the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);

 

(ii)      the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);

 

(iii)      the delivery of prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any office or agency maintained by the Note Registrar (Section 3.02);

 

(iv)      the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);

 

(v)      the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);

 

(vi)      the obtaining and preservation of the Issuer’s qualifications to do business pursuant to Section 3.04 of the Indenture (Section 3.04);

 

(vii)      the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other actions as are necessary or advisable to protect the Trust Estate (Section 3.05);

 

(viii)      the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture and the preparation and filing of any documents required to be filed pursuant to Section 3.09 of the Indenture (Sections 3.06 and 3.09);

 

(ix)      the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b));

 

(x)      the notification of the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such notice available, of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2017-1 SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));

 

(xi)      the delivery of written notice to the Indenture Trustee, the Owner Trustee and the Vehicle Trustee and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Indenture Default and each Servicer Default (Sections 3.07(d) and 3.11);

 

(xii)      the duty to make written notice available to each Rating Agency of any merger or consolidation of the Issuer or any conveyance or transfer by the Issuer of any of its

 

properties or assets (including those in the Trust Estate) to any Person other than in accordance with the Basic Documents (Sections 3.15(a) and 3.15(b))

 

(xiii)      the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 4.01);

 

(xiv)      the preparation and delivery of written notice in the form of an Officer’s Certificate to the Indenture Trustee and each Noteholder, and with respect to each Rating Agency, making such written notice available, of any Indenture Default, the status of such Indenture Default and what action the Issuer is taking or proposes to take with respect thereto (Section 5.01);

 

(xv)      the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);

 

(xvi)      the compliance with Sections 5.04 and 5.17 of the Indenture with respect to the sale of the Trust Estate in a commercially reasonable manner if an Indenture Default shall have occurred and be continuing (Sections 5.04 and 5.17);

 

(xvii)      the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);

 

(xviii)      the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);

 

(xix)      the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar and the Notes are not held through The Depository Trust Company (Section 7.01);

 

(xx)      the preparation and filing of any documents required to be filed pursuant to Section 7.03 of the Indenture (Section 7.03);

 

(xxi)      the opening of the Note Distribution Account (Sections 8.02 and 8.05) and the opening of the Certificate Distribution Account (Section 5.01(a) of the Trust Agreement);

 

(xxii)      the preparation of an Issuer Request for the release of the Trust Estate (Section 8.06);

 

(xxiii)      the preparation of Issuer Requests and the obtaining of Opinions of Counsel, if required with respect to the execution of supplemental indentures and the mailing to the Noteholders, and with respect to the Rating Agencies the duty to make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);

 

(xxiv)      the execution, authentication and delivery of new Notes conforming to any supplemental indenture, if required (Section 9.05);

 

(xxv)      the duty to notify the Indenture Trustee, and with respect to each Rating Agency the duty to make such notice available to each Rating Agency, of redemption of the Notes and to cause the Indenture Trustee to provide such notification to the Noteholders (Sections 10.01 and 10.02);

 

(xxvi)      the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a));

 

(xxvii)      the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));

 

(xxviii)      the duty to make notice available to each Rating Agency, upon the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); and

 

(xxix)      the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).

 

 

(i)      pay any costs associated with the resignation or removal of the Indenture Trustee pursuant to the Indenture, the Vehicle Trustee pursuant to the SUBI Trust Agreement and the Owner Trustee pursuant to the Trust Agreement; and

 

(ii)      promptly pay and/or reimburse to the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer (including, for the avoidance of doubt, in such other capacities as U.S. Bank National Association or Wilmington Trust, National Association may serve pursuant to the terms of the Basic Documents), as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to such party by the Issuer on such Payment Date in accordance with the terms of Section 5.04 or 8.04 of the Indenture, as applicable; provided that the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer shall promptly reimburse the Administrator for any such amounts to the extent such party subsequently receives payment or reimbursement in respect thereof from the Issuer in accordance with the terms of Section 5.04 or 8.04 of the Indenture, as applicable.

 

 

(v) any merger, consolidation or conversion of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) any Payment Date Certificate posted by the Indenture Trustee pursuant to Section 8.03(a) of the Indenture; (vii) any termination of the rights and obligations of the Servicer with respect to the SUBI Assets pursuant to Section 2.14(c) of the Servicing Supplement; (viii) any redemption of Notes pursuant to Section 2.19(b) of the Servicing Supplement; (ix) the Owner Trustee’s intention to take any of the actions specified in Sections 4.01 or 6.06 of the Trust Agreement; (x) any resignation of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (xi) any acceptance of appointment of a successor Owner Trustee pursuant to Section 10.03 of the Trust Agreement; and (xii) any merger, conversion or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; in the case of each of (i) through (xii), promptly upon the Administrator being notified thereof by the Indenture Trustee, the Owner Trustee, the Vehicle Trustee or the Servicer, as applicable.

 

 

 

 

 

documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.

 

 

 

 

(i)      amendment of or any supplement to the Indenture;

 

(ii)      the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the 2017-1 Leases);

 

(iii)      the amendment, change or modification of the Related Documents;

 

(iv)      the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators, successor Asset Representation Reviewers or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and

 

(v)      the removal of the Indenture Trustee.

 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

 

(i)      the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer);

 

(ii)      the existence of any proceeding or action, or the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Administrator in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrator or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or

 

(iii)      the commencement by the Administrator of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrator or of any substantial part of its property or the making by the Administrator of an assignment for the benefit of creditors or the failure by the Administrator generally to pay its debts as such debts become due or the taking of corporate action by the Administrator in furtherance of any of the foregoing.

 

The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event.

 

 

 

 

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

 

and documents of or relating to the Collateral then in the custody of the Administrator.  In the event of the resignation or removal of the Administrator pursuant to Sections 1.9(a), (b) or (c), respectively, the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator.

 

1.11.      Notices.  All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows:  (i) if to the Issuer or the Administrator, at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, (telecopier no. (▇▇▇) ▇▇▇-▇▇▇▇), Attention: General Counsel, with a copy (which shall not constitute notice) to ▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; (ii) if to the Owner Trustee, at ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Corporate Trust Administration; (iii) if to the Indenture Trustee, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Global Structured Finance/BMW Vehicle Lease Trust 2017-1; (iv) if to Moody’s, to ▇▇▇▇▇’▇ Investors Service, Inc., ABS/RMBS Monitoring Department, 25th Floor, 7 World Trade Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇, Fax: 212‑298‑7139; (v) if to Fitch, to Fitch Ratings, Inc., ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Fax: ▇▇▇-▇▇▇-▇▇▇▇, Attention: Asset Backed Surveillance; or (v) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto.  Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder.

 

1.12.      Amendments.  This Agreement may be amended from time to time by a written amendment duly executed and delivered by the parties hereto, with the written consent of the Owner Trustee but without the consent of the Securityholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Securityholders; provided, that such amendment will not materially and adversely affect the interest of any Noteholder or Trust Certificateholder.  This Agreement may also be amended by the parties hereto with the written consent of the Owner Trustee and the holders of Notes evidencing at least a Majority Interest and the holders of Trust Certificates evidencing at least a majority of the Certificate Percentage Interest for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of Securityholders; provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the 2017-1 Leases or distributions that are required to be made for the benefit of the Securityholders or (ii) reduce the aforesaid percentage of the holders of Notes and Trust Certificates which are required to consent to any such amendment, without the consent of the holders of all outstanding Notes and Trust Certificates.  Notwithstanding the foregoing, the Administrator may not amend this Agreement without the permission of the Transferor, which permission shall not be unreasonably withheld.

 

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

 

manner as the Administrator is bound hereunder.  Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator; provided, that such successor organization executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and the Indenture Trustee, in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder.  Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

 

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

 

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

 

1.16.      Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

 

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

 

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

 

 

 

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

 

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

 

1.21.      Form 10-Ds; Investor Communications.

 

 

(i)      If the Administrator receives a notice from the Servicer pursuant to Section 4.1(a) of the Servicing Supplement regarding the occurrence of a Delinquency Trigger with respect to a Collection Period, the Administrator will promptly send to the Indenture Trustee (for the Indenture Trustee to forward to each Noteholder registered on the Note Register as of the most recent Record Date (and to each applicable Clearing Agency for distribution to Note Owners in accordance with the rules of such Clearing Agency)) a notice describing (i) the occurrence of the Delinquency Trigger, including reasonably detailed calculations thereof, and (ii) the rights of the Noteholders and Note Owners regarding an Asset Representations Review (including a description of the method by which Noteholders and Note Owners may contact the Indenture Trustee in order to request a Noteholder vote in respect of an Asset Representations Review).  The Administrator shall include the contents of such notice in the Form 10-D for such Collection Period filed by the Administrator pursuant to Section 1.2(a)(viii) hereof.

 

(ii)      If the Administrator receives a notice from the Indenture Trustee pursuant to Section 12.01 of the Indenture indicating that sufficient Requesting Noteholders have properly and timely requested a vote to cause the ARR Leases to be reviewed by the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement, the Administrator shall: (1) promptly set a deadline for the receipt of Noteholder votes on that matter, which shall be a date not earlier than one hundred fifty (150) days after the date on which the Form 10-D describing the occurrence of the related Delinquency Trigger shall have been filed by the Administrator pursuant to the terms of Section 1.2(a)(viii) hereof; (2)

 

promptly prepare and send to the Indenture Trustee, and direct the Indenture Trustee to send to each Noteholder registered on the Note Register as of the most recent Record Date (and to each applicable Clearing Agency for distribution to Note Owners in accordance with the rules of such Clearing Agency), a notice (A) stating that there will be a Noteholder vote pursuant to Section 12.02 of the Indenture on whether to initiate an Asset Representations Review of the ARR Leases by the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement, and (B) describing those procedures, including the means by which Noteholders and Note Owners may make their votes known to the Indenture Trustee and the related voting deadline that will be used to calculate whether the requisite amount of Noteholders have cast affirmative votes to have the Asset Representations Reviewer commence an Asset Representations Review; and (3) include the contents of such notice in the next Form 10-D to be filed by the Administrator pursuant to Section 1.2(a)(viii) hereof, unless the Administrator does not receive such notice from the Indenture Trustee pursuant to Section 12.01 of the Indenture at least two Business Days before the filing deadline for that Form 10-D, in which case such information will be included in the next succeeding Form 10-D to be filed by the Administrator pursuant to Section 1.2(a)(viii) hereof.

 

(iii)      If the Administrator receives a notice from the Indenture Trustee pursuant to Section 12.02 of the Indenture indicating that sufficient Noteholders have voted to cause the ARR Leases to be reviewed by the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement, the Administrator shall include the contents of such notice in the next Form 10-D to be filed by the Administrator pursuant to Section 1.2(a)(viii) hereof, unless the Administrator does not receive such notice from the Indenture Trustee pursuant to Section 12.02 of the Indenture at least two Business Days before the filing deadline for that Form 10-D, in which case such information will be included in the next succeeding Form 10-D to be filed by the Administrator pursuant to Section 1.2(a)(viii) hereof.

 

(iv)      After receipt by the Administrator of a Review Report, the Administrator will include a summary of the results of the related review in the next Form 10-D to be filed by the Administrator pursuant to Section 1.2(a)(viii) hereof, unless the Administrator does not receive such Review Report at least two Business Days before the filing deadline for that Form 10-D, in which case such summary will be included in the next succeeding Form 10-D to be filed by the Administrator pursuant to Section 1.2(a)(viii) hereof.  The Form 10-D filed pursuant to this clause (iv) will also specify the means by which Noteholders and Verified Note Owners may notify the Indenture Trustee and the Servicer in writing of any non-compliance of any representation that it considers to be a breach of the applicable Basic Document, or request in writing that an ARR Lease be reallocated.

 

(v)      In the event of any resignation, removal, replacement or substitution of the Asset Representations Reviewer, or the appointment of a new Asset Representations Reviewer, pursuant to the terms of the Asset Representations Review Agreement, the Administrator will report the occurrence and date of such event, together with a description of the circumstances surrounding the change and, if applicable, information regarding the new Asset Representations Reviewer, in the Form 10-D filed by the Administrator pursuant to Section 1.2(a)(viii) hereof for the Collection Period in which such change occurs.

 

 

[SIGNATURE PAGE FOLLOWS]

 

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