Common use of No Repossession Clause in Contracts

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. If to the Issuer: with copies to the Administrator, VW Credit, Inc., and the Indenture Trustee If to the Owner Trustee: with a copy to If to the Indenture Trustee: If to Purchaser: Volkswagen Auto Lease/Loan Underwritten Funding, LLC 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer If to the Servicer: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of [ ], between Volkswagen Auto Loan Enhanced Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), VW Credit, Inc., a Delaware corporation (“VCI”), and [ ], a national banking association (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer on [ ], all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; which sale shall be effective as of the Cut-Off Date. The foregoing sale does not constitute and is not intended to result in any assumption by the Issuer of any obligation of the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables, or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: By: Name: Title: In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. If to the Issuer: [ ] with copies to the Administrator, VW Credit, Inc., and the Indenture Trustee If to the Owner Trustee: with a copy [ ] [If to the Issuer Delaware Trustee: [ ]] If to the Indenture Trustee: [ ] If to the Purchaser: Volkswagen Auto Lease/Loan Underwritten Funding, LLC 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer If to the Servicer: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. VCI If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VW Credit, Inc.to: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to [Rating Agency]: [ ] If to [Rating Agency]: [ ] If to the Asset Representations Reviewer: [ ] For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of [ ], between Volkswagen Auto Loan Enhanced Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), VW Credit, Inc., a Delaware corporation (“VCI”), and [ ], a national banking association [ ] (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer on [ ], all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; which sale shall be effective as of the Cut-Off Date. The foregoing sale does not constitute and is not intended to result in any assumption by the Issuer of any obligation of the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables, or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: By: Name: Title: In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. Schedule I-3 Schedule I to the Sale and Servicing Agreement If to the Issuer: [ ] with copies to the Administrator, VW Credit, Inc., and the Indenture Trustee If to the Owner Trustee: with a copy [ ] [If to the Issuer Delaware Trustee: [ ]] If to the Indenture Trustee: [ ] If to the Purchaser: Volkswagen Auto Lease/Loan Underwritten Funding, LLC 0000 Xxxxxxxxx Xxxxxxx Drive HerndonXxxxxxxx Xxxxxx Xxxxxx Xxxxxxx, Virginia 20171 Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: Treasurer If to the Servicer: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive HerndonXxxxxxxx Xxxxxx Xxxxxx Xxxxxxx, Virginia 20171 Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. VCI If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive HerndonXxxxxxxx Xxxxxx Xxxxxx Xxxxxxx, Virginia 20171 Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: Treasurer Schedule II-1 Schedule II to the Sale and Servicing Agreement with a copy to VW Credit, Inc. If to VW Credit, Inc.to: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive HerndonXxxxxxxx Xxxxxx Xxxxxx Xxxxxxx, Virginia 20171 Xxxxxxxx 00000 (telecopier no. (000) 000-0000) Attention: General Counsel If to [Rating Agency]: [ ] If to [Rating Agency]: [ ] If to the Asset Representations Reviewer: [ ] For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of [ ], between Volkswagen Auto Loan Enhanced Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), VW Credit, Inc., a Delaware corporation (“VCI”), and [ ], a national banking association [ ] (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer on [ ], all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; which sale shall be effective as of the Cut-Off Date. The foregoing sale does not constitute and is not intended to result in any assumption by the Issuer of any obligation of the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables, or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: By: Name: Title: In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. If to the Issuer: c/o [ ] [ ] [ ] Attention: [ ] Telephone: [ ] Facsimile: [ ] with copies to the Administrator, VW Credit, Inc., USAA Federal Savings Bank and the Indenture Trustee If to the Owner Trustee: with a copy to [ ] [ ] [ ] Telecopier No.: [ ] Attention: [ ] If to the Indenture Trustee: [ ] [ ] [ ] Telecopier No.: [ ] Attention: [ ] If to Purchaserthe Bank, the Servicer or the Administrator: Volkswagen Auto Lease/Loan Underwritten FundingUSAA Federal Savings Bank 00000 XxXxxxxxx Xxxxxxx San Antonio, Texas 78288 Telecopier No.: [ ] Attention: [ ] If to the Seller: USAA Acceptance, LLC 0000 Xxxxxxxxx Xxxxxxx Drive HerndonXxxx., Virginia 20171 (telecopier no. (000) 000-0000) Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 Telecopier No.: [ ] Attention: Treasurer If to the Servicer: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel [ ] For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of [ ], 20[ ] between Volkswagen USAA Auto Loan Enhanced Owner Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), Volkswagen Auto Lease/Loan Underwritten FundingUSAA Acceptance, LLC, a Delaware limited liability company (the “Seller”), VW Credit, Inc.USAA Federal Savings Bank, a Delaware corporation federally chartered savings association (the “VCIBank”), and [ ], a national banking association (the “Indenture Trustee”)[ ] as indenture trustee, on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on [ ]the Closing Date, all of its right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections on or after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; which sale shall be effective as of the Cut-Off Date. The foregoing sale does not constitute and is not intended to result in any assumption by the Issuer of any obligation of the undersigned or the Originator to the Obligors, the Dealers Obligors or any other Person in connection with the Receivables, or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: By: Name: Title: In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. If to the Issuer: with copies to the Administrator, VW Credit, Inc., and the Indenture Trustee If to the Owner Trustee: with a copy to If to the Indenture Trustee: If to Purchaser: Volkswagen Auto Lease/Loan Underwritten Funding, LLC 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer If to the Servicer: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VCI: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: Treasurer with a copy to VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel If to Moody’s: Xxxxx’x Investors Service, Inc. 00 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: ABS Monitoring Group If to Standard & Poor’s: Standard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (telecopier no. (000) 000-0000) Attention: Asset Backed Surveillance Group For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of [ ], between Volkswagen Auto Loan Enhanced Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), VW Credit, Inc., a Delaware corporation (“VCI”), and [ ], a national banking association (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer on [ ], all of its right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereofhereof (such schedule, the “Schedule of Receivables”), the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; which sale shall be effective as of the Cut-Off Date. The foregoing sale does not constitute and is not intended to result in any assumption by the Issuer of any obligation of the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables, or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: By: Name: Title: In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed. If to the Issuer: Citizens Auto Loan Trust 20[ ]-[ ] c/o [ ] [ ] [ ] Facsimile no. [ ] Attention: [ ] with copies to the Administrator, VW CreditCitizens Automobile Finance, Inc., Inc. and the Indenture Trustee If to the Owner Trustee: with a copy to [ ] [ ] [ ] Facsimile no. [ ] Attention: [ ] If to the Indenture Trustee: [ ] [ ] [ ] Facsimile no. [ ] Attention: [ ] If to PurchaserSeller: Volkswagen Citizens Auto Lease/Loan Underwritten FundingReceivables, LLC 0000 000 Xxxxxxxxx Xxxxxxx Drive HerndonXxxxxxxxx Xxxxxxx, Virginia 20171 (telecopier Xxxxx Xxxxxx 00000 Facsimile no. [ ] Attention: [ ] If to the Servicer: Citizens Automobile Finance, Inc. 000 Xxxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxx Xxxxxx 00000 Facsimile no. [ ] Attention: [ ] If to Moody’s: Xxxxx’x Investors Service, Inc. 00 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile no. (000) 000-0000) 0000 Attention: Treasurer ABS Monitoring Group If to the ServicerStandard & Poor’s: VW CreditStandard & Poor’s Ratings Services 00 Xxxxx Xxxxxx Xxx Xxxx, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier Xxx Xxxx 00000 Facsimile no. (000) 000-0000) 0000 Attention: Treasurer with a copy to VW Credit, Inc. Asset Backed Surveillance Group If to VCIFitch: VW CreditFitch Inc. Xxx Xxxxx Xxxxxx Xxxxx, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon00xx Xxxxx Xxx Xxxx, Virginia 20171 (telecopier no. Xxx Xxxx 00000 Facsimile: (000) 000-0000) 0000 Attention: Treasurer with a copy Asset-Backed Securities Group II-2 Schedule II to VW Credit, Inc. If to VW Credit, Inc.: VW Credit, Inc. 0000 Xxxxxxxxx Xxxxxxx Drive Herndon, Virginia 20171 (telecopier no. (000) 000-0000) Attention: General Counsel the Sale and Servicing Agreement Closing Date $ For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of [ ], between Volkswagen Citizens Auto Loan Enhanced Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), Volkswagen Citizens Auto Lease/Loan Underwritten FundingReceivables, LLC, a Delaware limited liability company (the “Seller”), VW CreditCitizens Automobile Finance, Inc., Inc. a Delaware Rhode Island corporation (“VCICAF”), and [ ], a national banking association [ ] (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the Issuer without recourse (subject to the obligations in the Agreement) on [ ], all of its right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereofhereof (such schedule, the “Schedule of Receivables”), the Collections after the Cut-Off Date, the Receivable Receivables Files and the Related Security relating thereto, together with all of Seller’s rights under the Purchase Agreement and all proceeds of the foregoing; which sale shall be effective as of the Cut-Off Date. The foregoing sale does not constitute and is not intended to result in any assumption by the Issuer of any obligation of the undersigned or the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables, or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC By: Name: Title: By: Name: Title: In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date: