SUBI Assets. The Vehicle Trustee and the other parties hereto shall reasonably cooperate with the Owner Trustee or the Indenture Trustee, as applicable, to cause the related 2019-1 Vehicles to be retitled, if applicable, as directed by the purchaser. Following such sale, this Supplement shall terminate and the 2019-1 SUBI shall be terminated; provided however such termination shall affect the Vehicle Trust only insofar as such termination relates to the 2019-1 SUBI. Such termination shall not entitle the legal representatives of the 2019-1 SUBI or any Holder of the 2019-1 SUBI Certificate to take any action for a partition or winding up of the Vehicle Trust or any Trust Assets except with respect to the 2019-1 SUBI Assets and the rights, obligations and liabilities of the parties hereto shall not otherwise be affected. As set forth in Section 5.01 of the Indenture, promptly after the occurrence of any bankruptcy, insolvency or termination proceeding with respect to the Issuer, the Issuer shall give the Vehicle Trustee written notice of such event. Pursuant to the Indenture, the proceeds of a sale of the 2019-1 SUBI Assets shall be distributed by the Indenture Trustee, as set forth in Section 5.04 of the Indenture.
SUBI Assets. The property of the Issuer has been pledged to the Indenture Trustee pursuant to the Indenture to secure the payment of the Notes issued thereunder. This Trust Certificate does not represent an interest in or obligation of the Transferor, BMW Financial Services NA, LLC, the Owner Trustee, any Paying Agent or any of their respective Affiliates, except to the extent described below. NUMBER Percentage Interest: ____% R‑_____ This certifies that BMW AUTO LEASING LLC is the registered owner of a 100% Certificate Percentage Interest that is nonassessable, fully-paid, beneficial ownership interest in certain distributions of BMW Vehicle Lease Trust 2022-1 (the “Issuer”) formed by BMW Auto Leasing LLC, a Delaware limited liability company (the “Transferor”). The Issuer was created pursuant to a trust agreement, as amended and restated as of January 19, 2022 (the “Trust Agreement”), between the Transferor and Wilmington Trust, National Association, as trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings assigned thereto in the Trust Agreement. This Trust Certificate is one of the duly authorized Trust Certificates designated under the Trust Agreement. Also issued under an indenture, dated as of January 19, 2022 (the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Indenture Trustee”), are the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes. This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Trust Certificate by virtue of the acceptance hereof assents and by which such Trust Certificateholder is bound. The property of the Issuer primarily includes, among other things, (i) the 2022-1 SUBI Certificate (transferred pursuant to the Issuer SUBI Certificate Transfer Agreement), evidencing a 100% beneficial interest in the 2022-1 SUBI Assets, (ii) the security interest of the Issuer in the Reserve Fund Property and (iii) all proceeds of the foregoing. The rights of the Issuer in the foregoing property have been pledged by the Issuer to the Indenture Trustee to secure the payment of the Notes. The Trust Certificates represent obligations of the Issuer only and do not represent interests in, recourse to or obligations of the Transferor, the UTI Beneficiaries, the Owner ...
SUBI Assets. The Vehicle Trustee and the other parties hereto shall reasonably cooperate with the Owner Trustee or the Indenture Trustee, as applicable, to cause the related 2015-1 Vehicles to be retitled as directed by the purchaser. Following such sale, this Supplement shall terminate and the 2015-1 SUBI shall be terminated; provided however such termination shall affect the Vehicle Trust only insofar as such termination relates to the 2015-1 SUBI. Such termination shall not entitle the legal representatives of the 2015-1 SUBI or any Holder of the 2015-1 SUBI Certificate to take any action for a partition or winding up of the Trust or any Trust Assets except with respect to the 2015-1 SUBI Assets and the rights, obligations and liabilities of the parties hereto shall not otherwise be affected. Promptly after the occurrence of any bankruptcy, insolvency or termination proceeding with respect to the Issuer, the Issuer shall give the Indenture Trustee, the Owner Trustee and the Vehicle Trustee written notice of such event, and, with respect to the Rating Agencies, shall make such written notice available to each Rating Agency. Pursuant to the Indenture, the proceeds of a sale of the 2015-1 SUBI Assets shall be distributed by the Indenture Trustee, as set forth in Section 5.04 of the Indenture.
SUBI Assets. (a) The Issuing Entity shall not take any action and shall use its best efforts not to permit any action to be taken by others, including the Administrative Agent, that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Owner Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Basic Documents or such other instrument or agreement.
