SALE AND SERVICING AGREEMENT by and among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 20[ ]-[ ], as Issuer VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as Seller VW CREDIT, INC., as Servicer and as Indenture Trustee Dated as of [ ]Sale and Servicing Agreement • August 23rd, 2019 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of [ ] (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 20[ ]-[ ] (the “Issuer”), a Delaware statutory trust, VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company, as seller (the “Seller”), VW CREDIT, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”), and [ ], a [ ], as indenture trustee (the “Indenture Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF VOLKSWAGEN AUTO LEASE UNDERWRITTEN FUNDING, LLCLimited Liability Company Agreement • August 23rd, 2019 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • 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.
PURCHASE AGREEMENT dated as of [ ] between VW CREDIT, INC. and VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLCPurchase Agreement • August 23rd, 2019 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
THIS PURCHASE AGREEMENT is made and entered into as of [ ] (as amended from time to time, this “Agreement”) by VW CREDIT, INC., a Delaware corporation (“VCI”), and VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company (the “Purchaser”).
VOLKSWAGEN AUTO LOAN ENHANCED TRUST 20[ ]-[ ] AMENDED AND RESTATED TRUST AGREEMENT [between][among] VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as the Depositor [and] as the Owner Trustee [and as the Issuer Delaware Trustee] Dated as of [ ]Trust Agreement • August 23rd, 2019 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • 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][among] VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Seller”), [and] [ ], a [ ], as the owner trustee (the “Owner Trustee”)[, and [ ], a [ ], as the issuer Delaware trustee (the “Issuer Delaware Trustee” and together with the Owner Trustee, the “Trustees”, and each, a “Trustee”)].
VOLKSWAGEN AUTO LOAN ENHANCED TRUST 20[ ]-[ ] VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC (DEPOSITOR AND SELLER) VW CREDIT, INC. (SPONSOR AND SERVICER) $[ ] [ ]% Auto Loan Asset Backed Class A-1 Notes $[ ] [ ]% Auto Loan Asset Backed Class...Underwriting Agreement • August 23rd, 2019 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
ADMINISTRATION AGREEMENT among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 20[ ]-[ ], as Issuer VW CREDIT, INC., as Administrator and as Indenture Trustee Dated as of [ ]Administration Agreement • August 23rd, 2019 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of [ ], is between VOLKSWAGEN AUTO LOAN ENHANCED 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 [ ], 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 Sale and Servicing Agreement, dated as of [ ] (the “Sale and Servicing Agreement”), by and among Volkswagen Auto Lease/Loan Underwritten Funding, LLC, as seller, the Issuer, VCI, as servicer, and the Indenture Trustee.
ASSET REPRESENTATIONS REVIEW AGREEMENT VOLKSWAGEN AUTO LOAN ENHANCED 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 • August 23rd, 2019 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of [ ], 20[ ], by and among VOLKSWAGEN AUTO LOAN ENHANCED 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”).
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 [ ]Swap Agreement • August 23rd, 2019 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
[SWAP COUNTERPARTY] (“Party A”) and VOLKSWAGEN AUTO LOAN ENHANCED 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.
