Common use of SUBI Assets Clause in Contracts

SUBI Assets. The UTI and the 2016-1 SUBI shall each constitute a separate series of the Trust pursuant to Section 3806(b)(2) of the Statutory Trust Act for which separate and distinct records shall be maintained. The 2016-1 SUBI Certificate and the interest in the 2016-1 SUBI represented thereby constitutes a “security” within the meaning of Section 8‑102(a)(15) of the UCC and a “certificated security” within the meaning of Section 8‑102(a)(4) of the UCC. The 2016-1 SUBI Supplement may be amended by the parties thereto upon the terms and subject to the conditions set forth in the 2016-1 SUBI Supplement. The Holder, by acceptance of this 2016-1 SUBI Certificate, and any Registered Pledgee, by acceptance of the pledge of this 2016-1 SUBI Certificate, covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against any Holder, any Registered Pledgee, the UTI Beneficiary (and the general partner of the UTI Beneficiary that is a partnership, or the managing member of the UTI Beneficiary that is a limited liability company), the Vehicle Trustee, the Trust, any Special Purpose Affiliate (and the general partner of any Special Purpose Affiliate that is a partnership, or the managing member of any Special Purpose Affiliate that is a limited liability company) that holds a beneficial interest in the Trust, the Issuer, the Indenture Trustee, the Transferor or any Affiliate or beneficiary of the same, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceedings under any federal or state bankruptcy or similar law. Such covenant shall survive the termination of the SUBI Trust Agreement, the resignation or removal of the Vehicle Trustee under the SUBI Trust Agreement or the complete or partial resignation of the Servicer. The Holder hereof or owner of a beneficial interest herein hereby (i) expressly waives any claim it may have to any proceeds or assets of the Vehicle Trustee and to all of the Trust Assets, including UTI Assets, other than those from time to time included within the 2016-1 SUBI Portfolio as 2016-1 SUBI Assets and those proceeds or assets derived from or earned by such 2016-1 SUBI Assets and (ii) expressly subordinates in favor of the Holder of an Other SUBI Certificate or a UTI Certificate any claim to any assets of an Other SUBI or UTI Assets that, notwithstanding the waiver contained in clause (i), may be determined to exist. The Vehicle Trustee shall keep the certificate register with respect to this 2016-1 SUBI Certificate, and the Holder of this 2016-1 SUBI Certificate shall notify the Vehicle Trustee of any change of address or instructions on the distribution of funds. Upon the dissolution of the Trust with respect to the 2016-1 SUBI, the 2016-1 SUBI shall be terminated and the 2016-1 SUBI Certificates shall be returned to the Vehicle Trustee for cancellation. Such a termination shall not effect a termination of the Trust or of any Other SUBI that is in existence at the time of such termination. The Trust or the UTI may terminate upon the terms and subject to the conditions set forth in the SUBI Trust Agreement. No SUBI or SUBI Certificate shall be transferred or assigned except to the extent specified in the SUBI Trust Agreement or in any related Supplement and, to the fullest extent permitted by applicable law, any such purported transfer or assignment other than as so specified shall be deemed null, void and of no effect under the SUBI Trust Agreement. Notwithstanding the foregoing, the SUBI Certificate and the interest in the SUBI evidenced thereby may be (i) transferred, assigned or pledged to any Special Purpose Affiliate or (ii) transferred, assigned or pledged by the Related Beneficiary or a Special Purpose Affiliate to or in favor of (A) a trustee for one or more trusts or (B) one or more other entities, in either case solely for the purpose of securing or otherwise facilitating one or more Securitized Financings. This 2016-1 SUBI Certificate shall be governed by and construed under the internal laws of the State of Delaware, without regard to any otherwise applicable principles of conflict of laws. Unless this 2016-1 SUBI Certificate shall have been executed by an authorized officer of the Vehicle Trustee, by manual signature, this 2016-1 SUBI Certificate shall not entitle the holder hereof to any benefit under the SUBI Trust Agreement or be valid for any purpose.

SUBI Assets. The UTI and property of the 2016Issuer 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 SUBI (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 each constitute a separate series 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 pursuant Agreement, to Section 3806(b)(2) which Trust Agreement the holder of this Trust Certificate by virtue of the Statutory acceptance hereof assents and by which such Trust Act for which separate and distinct records shall be maintainedCertificateholder is bound. The 2016property of the Issuer primarily includes, among other things, (i) the 2022-1 SUBI Certificate and (transferred pursuant to the Issuer SUBI Certificate Transfer Agreement), evidencing a 100% beneficial interest in the 20162022-1 SUBI represented thereby constitutes 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 Trustee any Paying Agent or any of their respective Affiliates. Under the Trust Agreement, there will be distributed on the 25th of each month (or, if such day is not a Business Day, the next Business Day), commencing on February 25, 2022 (each, a “security” within Payment Date”), to the meaning Person in whose name this Trust Certificate is registered at the close of Section 8‑102(a)(15business on the Business Day immediately preceding each Payment Date (each, a “Record Date”) such Trust Certificateholder’s percentage interest in the amount to be distributed with respect to the Trust Certificates on such Payment Date and any remaining amounts shall be distributed to the Transferor as holder of the UCC and a “certificated security” within Trust Certificate pursuant to the meaning of Section 8‑102(a)(4) terms of the UCCBasic Documents. The 2016-1 SUBI Supplement may holder of this Trust Certificate acknowledges and agrees that its rights to receive payments in respect of this Trust Certificate are subordinated to the rights of the Noteholders as described in the Indenture. It is the intent of the Transferor and Trust Certificateholders that the Trust Certificates be amended treated as equity of the Issuer for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income. If the Issuer is characterized as a separate entity for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income, it is the intent of the parties thereto upon the terms and subject to the conditions set forth Trust Agreement that it be treated as a partnership for such purposes and the Trust Certificateholders will be treated as partners in the 2016-1 SUBI Supplementthat partnership. The HolderTransferor and the other Trust Certificateholders, by acceptance of this 2016-1 SUBI a Trust Certificate, and any Registered Pledgee, by acceptance agree to take no action inconsistent with such tax treatment of the pledge of Trust Certificates. Each Trust Certificateholder by accepting this 2016-1 SUBI Trust Certificate, covenants and agrees that prior to the date that is one year and one day after the date upon which all obligations and payments under each Securitized Financing the related transaction documents have been paid in full, it will not institute against, or join any other Person in instituting against any Holder, any Registered PledgeeTrust Certificateholder, the UTI Beneficiary (and the general partner of the UTI Beneficiary that is a partnership, or the managing member of the UTI Beneficiary that is a limited liability company), the Vehicle Trustee, the Vehicle Trust, any Special Purpose Affiliate (and the general partner of any Special Purpose Affiliate that is a partnership, or the managing member of any Special Purpose Affiliate that is a limited liability company) that holds a beneficial interest in the Vehicle Trust, the Transferor, the Owner Trustee, the Issuer, the Indenture Trustee, the Transferor Trustee or any Affiliate or beneficiary of the same, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding proceeding or other Proceedings proceedings under any United States federal or state bankruptcy or similar law. Such covenant shall survive Distributions on this Trust Certificate will be made as provided in the termination Trust Agreement by or on behalf of the SUBI Owner Trustee by wire transfer or by check mailed to the Trust AgreementCertificateholder of record in the Certificate Register without the presentation or surrender of this Trust Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the resignation or removal final payment on this Trust Certificate will be made after due notice by the Owner Trustee of the Vehicle Trustee under pendency of such payment and only upon presentation and surrender of this Trust Certificate at the SUBI office or agency maintained for such purpose by the Certificate Registrar in The City of New York. Reference is hereby made to the further provisions of this Trust Agreement or Certificate set forth on the complete or partial resignation of reverse hereof, which further provisions shall for all purposes have the Servicersame effect as if set forth at this place. The Holder hereof or owner of a beneficial interest herein hereby (i) expressly waives any claim it may have to any proceeds or assets of the Vehicle Trustee and to all of the Trust Assets, including UTI Assets, other than those from time to time included within the 2016-1 SUBI Portfolio as 2016-1 SUBI Assets and those proceeds or assets derived from or earned by such 2016-1 SUBI Assets and (ii) expressly subordinates in favor of the Holder of an Other SUBI Certificate or a UTI Certificate any claim to any assets of an Other SUBI or UTI Assets that, notwithstanding the waiver contained in clause (i), may be determined to exist. The Vehicle Trustee shall keep Unless the certificate register with respect to this 2016-1 SUBI Certificate, and the Holder of this 2016-1 SUBI Certificate shall notify the Vehicle Trustee of any change of address or instructions on the distribution of funds. Upon the dissolution of the Trust with respect to the 2016-1 SUBI, the 2016-1 SUBI shall be terminated and the 2016-1 SUBI Certificates shall be returned to the Vehicle Trustee for cancellation. Such a termination shall not effect a termination of the Trust or of any Other SUBI that is in existence at the time of such termination. The Trust or the UTI may terminate upon the terms and subject to the conditions set forth in the SUBI Trust Agreement. No SUBI or SUBI Certificate shall be transferred or assigned except to the extent specified in the SUBI Trust Agreement or in any related Supplement and, to the fullest extent permitted by applicable law, any such purported transfer or assignment other than as so specified shall be deemed null, void and of no effect under the SUBI Trust Agreement. Notwithstanding the foregoing, the SUBI Certificate and the interest in the SUBI evidenced thereby may be (i) transferred, assigned or pledged to any Special Purpose Affiliate or (ii) transferred, assigned or pledged by the Related Beneficiary or a Special Purpose Affiliate to or in favor of (A) a trustee for one or more trusts or (B) one or more other entities, in either case solely for the purpose of securing or otherwise facilitating one or more Securitized Financings. This 2016-1 SUBI Certificate shall be governed by and construed under the internal laws of the State of Delaware, without regard to any otherwise applicable principles of conflict of laws. Unless this 2016-1 SUBI Certificate authentication hereon shall have been executed by an authorized officer of the Vehicle Owner Trustee, by manual signature, this 2016-1 SUBI Trust Certificate shall not entitle the holder hereof to any benefit under the SUBI Trust Agreement or be valid for any purpose.