Common use of Trust Certificate Clause in Contracts

Trust Certificate. evidencing a beneficial interest in the Issuer, as defined below, the property of which includes, among other things, the 2012-1 SUBI Certificate (transferred pursuant to the Issuer SUBI Certificate Transfer Agreement), evidencing a beneficial interest in the 2012-1 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 2012-1 (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 April 26, 2012 (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 April 26, 2012 (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 2012-1 SUBI Certificate (transferred pursuant to the Issuer SUBI Certificate Transfer Agreement), evidencing a 100% beneficial interest in the 2012-1 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 Trustee any Paying Agent or any of their respective Affiliates. Under the Trust Agreement, there will be distributed on the 20th of each month (or, if such day is not a Business Day, the next Business Day), commencing on May 21, 2012 (each, a “Payment Date”), to the Person in whose name this Trust Certificate is registered at the close of business 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 Trust Certificate pursuant to the terms of the Basic Documents. The 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 treated as equity of the Issuer for purposes of federal income tax or State income and franchise taxes. If the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties to the Trust Agreement that it qualify as a partnership for such purposes and the Trust Certificateholders will be treated as partners in that partnership. The Transferor and the other Trust Certificateholders, by acceptance of a Trust Certificate, agree to take no action inconsistent with such tax treatment of the Trust Certificates. Each Trust Certificateholder by accepting this 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 the related transaction documents have been paid in full, it will not institute against, or join any Person in instituting against any Trust 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 or any Affiliate or beneficiary of the same, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any United States federal or state bankruptcy or similar law. Distributions on this Trust Certificate will be made as provided in the Trust Agreement by or on behalf of the Owner Trustee by wire transfer or by check mailed to the Trust Certificateholder 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 final payment on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such payment and only upon presentation and surrender of this Trust Certificate at the office or agency maintained for such purpose by the Trust in The City of New York. Reference is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Trust Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or be valid for any purpose. THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Trust Certificate. evidencing a beneficial interest in the Issuer, as defined below, the property of which includes, among other things, the 20122016-1 SUBI Certificate (transferred pursuant to the Issuer SUBI Certificate Transfer Agreement), evidencing a beneficial interest in the 20122016-1 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-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 20122016-1 (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 April 26February 17, 2012 2016 (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 April 26February 17, 2012 2016 (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 A-2a Notes, Class A-2b 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 20122016-1 SUBI Certificate (transferred pursuant to the Issuer SUBI Certificate Transfer Agreement), evidencing a 100% beneficial interest in the 20122016-1 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 Trustee any Paying Agent or any of their respective Affiliates. Under the Trust Agreement, there will be distributed on the 20th of each month (or, if such day is not a Business Day, the next Business Day), commencing on May March 21, 2012 2016 (each, a “Payment Date”), to the Person in whose name this Trust Certificate is registered at the close of business 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 Trust Certificate pursuant to the terms of the Basic Documents. The 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 treated as equity of the Issuer for purposes of federal income tax or State income and franchise taxes. If the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties to the Trust Agreement that it qualify as a partnership for such purposes and the Trust Certificateholders will be treated as partners in that partnership. The Transferor and the other Trust Certificateholders, by acceptance of a Trust Certificate, agree to take no action inconsistent with such tax treatment of the Trust Certificates. Each Trust Certificateholder by accepting this 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 the related transaction documents have been paid in full, it will not institute against, or join any Person in instituting against any Trust 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 or any Affiliate or beneficiary of the same, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any United States federal or state bankruptcy or similar law. Distributions on this Trust Certificate will be made as provided in the Trust Agreement by or on behalf of the Owner Trustee by wire transfer or by check mailed to the Trust Certificateholder 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 final payment on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such payment and only upon presentation and surrender of this Trust Certificate at the office or agency maintained for such purpose by the Trust Certificate Registrar in The City of New York. Reference is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Trust Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or be valid for any purpose. THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.