LIMITED LIABILITY COMPANY AGREEMENT OF VOLKSWAGEN AUTO LEASE UNDERWRITTEN FUNDING, LLCLimited Liability Company Agreement • January 23rd, 2024 • Vw Credit Leasing LTD • Asset-backed securities • Delaware
This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Volkswagen Auto Lease Underwritten Funding, LLC (the “Company”), is entered into by VW Credit, Inc., a Delaware corporation, as the sole equity member (the “Member”), and Kevin P. Burns, as the Special Member (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
SUBI SALE AGREEMENT dated as of [ ], [ ] between VW CREDIT, INC., as Seller and VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as BuyerSubi Sale Agreement • January 23rd, 2024 • Vw Credit Leasing LTD • Asset-backed securities • New York
the Transaction SUBI Certificate. The Seller has not authorized the filing of, nor is aware of, any financing statements against the Seller that include a description of collateral covering the Transaction SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Transaction Documents or that has been terminated.
SUBI TRANSFER AGREEMENT dated as of [ ], [ ] between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as Seller and VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ], as BuyerSubi Transfer Agreement • January 23rd, 2024 • Vw Credit Leasing LTD • Asset-backed securities • New York
THIS SUBI TRANSFER AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”) is made and entered into as of [ ], [ ] by VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company (the “Seller”), and VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ], a Delaware statutory trust (the “Buyer”).
VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ] AMENDED AND RESTATED TRUST AGREEMENT between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as the Transferor, and [ ], as the Owner Trustee Dated as of [ ], [ ]Trust Agreement • January 23rd, 2024 • Vw Credit Leasing LTD • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of [ ], [ ] (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”) between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Transferor”), and [ ], a [Delaware banking corporation], as the owner trustee (the “Owner Trustee”).
ASSET REPRESENTATIONS REVIEW AGREEMENT VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ] as Issuer and VW CREDIT, INC., as Servicer and [ASSET REPRESENTATIONS REVIEWER NAME], as Asset Representations Reviewer Dated as of [ ]Asset Representations Review Agreement • January 23rd, 2024 • Vw Credit Leasing LTD • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), is entered into as of [ ], [ ], by and among VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ], a Delaware statutory trust, as issuer (the “Issuer”), VW CREDIT, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”), and [ASSET REPRESENTATIONS REVIEWER NAME], a [company type], as asset representations reviewer (the “Asset Representations Reviewer”).
ADMINISTRATION AGREEMENT among VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ], as Issuer VW CREDIT, INC., as Administrator and [ ], as Indenture Trustee Dated as of [ ], [ ]Administration Agreement • January 23rd, 2024 • Vw Credit Leasing LTD • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of [ ], [ ], is between Volkswagen Auto lease Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), VW CREDIT, Inc., a Delaware corporation, as administrator (“VCI” or in its capacity as administrator, the “Administrator”), and [ ], a [national banking association], as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in Appendix A to the Indenture dated as of the date hereof (the “Indenture”) by and between the Issuer and the Indenture Trustee.
VW CREDIT LEASING, LTD., [U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION], Not in its Individual Capacity but Solely as SUBI Trustee, and VW CREDIT, INC., as Servicer TRANSACTION SUBI SUPPLEMENT 20[ ]-[ ] TO SERVICING AGREEMENT Dated as of [ ], [ ]Servicing Agreement • January 23rd, 2024 • Vw Credit Leasing LTD • Asset-backed securities • New York
THIS TRANSACTION SUBI SUPPLEMENT 20[ ]-[ ] TO SERVICING AGREEMENT (as amended, modified or supplemented from time to time, this “Transaction SUBI Servicing Supplement”), dated as of [ ], [ ], is among VW CREDIT LEASING, LTD., a Delaware statutory trust (the “Origination Trust”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as a SUBI Trustee (hereinafter, together with its successors and assigns, the “SUBI Trustee”) of the Origination Trust, and VW CREDIT, INC., a Delaware corporation (“VCI”), as Servicer (in such capacity, the “Servicer”).
FORM OF INTEREST RATE SWAP AGREEMENT BETWEEN THE TRUST AND THE SWAP COUNTERPARTY ISDA(R) International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of [ ]Master Agreement • January 23rd, 2024 • Vw Credit Leasing LTD • Asset-backed securities • New York
[SWAP COUNTERPARTY] (“Party A”) and VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ] (“Party B”) have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ] VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC (DEPOSITOR AND SELLER) VW CREDIT, INC. (SPONSOR AND SERVICER) $[ ] [ ]% Auto Lease Asset Backed Class A-1 Notes $[ ] [ ]% Auto Lease Asset Backed Class A-2...Underwriting Agreement • January 23rd, 2024 • Vw Credit Leasing LTD • Asset-backed securities • New York
VW CREDIT LEASING, LTD. TRANSACTION SUBI SUPPLEMENT 20[ ]-[ ] TO ORIGINATION TRUST AGREEMENT Between VW CREDIT, INC., As Settlor And Initial Beneficiary And U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, As Administrative Trustee, UTI Trustee And SUBI...Trust Agreement • January 23rd, 2024 • Vw Credit Leasing LTD • Asset-backed securities
THIS TRANSACTION SUBI SUPPLEMENT 20[ ]-[ ] TO ORIGINATION TRUST AGREEMENT (as amended, modified or supplemented from time to time, the “Transaction SUBI Supplement”), dated and effective as of [ ], [ ], is between VW CREDIT, INC., a Delaware corporation (“VCI” and, in its capacity as settlor, the “Settlor” or, in its capacity as initial beneficiary, the “Initial Beneficiary”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as successor in interest to U.S. Bank National Association, as administrative trustee (in such capacity, together with any successor or permitted assign, the “Administrative Trustee”), as UTI trustee (in such capacity, together with any successor or permitted assign, the “UTI Trustee”) [and as trustee with respect to the Transaction SUBI] (in such capacity, together with any successor or permitted assign, the “SUBI Trustee” and, together with the UTI Trustee, the Administrative Trustee and Wilmington Trust Company, as Delaware Trus
