0001193125-22-170886 Sample Contracts

SUBI SALE AGREEMENT dated as of June 14, 2022 between VW CREDIT, INC., as Seller and VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as Buyer
Subi Sale Agreement • June 9th, 2022 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
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VW CREDIT LEASING, LTD. TRANSACTION SUBI SUPPLEMENT 2022-A 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...
Origination Trust Agreement • June 9th, 2022 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities

THIS TRANSACTION SUBI SUPPLEMENT 2022-A TO ORIGINATION TRUST AGREEMENT (as amended, modified or supplemented from time to time, the “Transaction SUBI Supplement”), dated and effective as of June 14, 2022 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 Trust

SUBI TRANSFER AGREEMENT dated as of June 14, 2022 between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as Seller and VOLKSWAGEN AUTO LEASE TRUST 2022-A, as Buyer
Subi Transfer Agreement • June 9th, 2022 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • 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 June 14, 2022 by VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company (the “Seller”), and VOLKSWAGEN AUTO LEASE TRUST 2022-A, a Delaware statutory trust (the “Buyer”).

VOLKSWAGEN AUTO LEASE TRUST 2022-A AMENDED AND RESTATED TRUST AGREEMENT between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as the Transferor, and DEUTSCHE BANK TRUST COMPANY DELAWARE, as the Owner Trustee Dated as of June 14, 2022
Trust Agreement • June 9th, 2022 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT is made as of June 14, 2022 (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 DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, as the owner trustee (the “Owner 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 2022-A TO SERVICING AGREEMENT Dated as of June 14, 2022
Servicing Agreement • June 9th, 2022 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York

THIS TRANSACTION SUBI SUPPLEMENT 2022-A TO SERVICING AGREEMENT (as amended, modified or supplemented from time to time, this “Transaction SUBI Servicing Supplement”), dated as of June 14, 2022, 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”).

ADMINISTRATION AGREEMENT among VOLKSWAGEN AUTO LEASE TRUST 2022-A, as Issuer VW CREDIT, INC., as Administrator and CITIBANK, N.A., as Indenture Trustee Dated as of June 14, 2022
Administration Agreement • June 9th, 2022 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York

THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of June 14, 2022, is between VOLKSWAGEN AUTO LEASE TRUST 2022-A, a Delaware statutory trust (the “Issuer”), VW CREDIT, INC., a Delaware corporation, as administrator (“VCI” or in its capacity as administrator, the “Administrator”), and CITIBANK, N.A., 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.

ASSET REPRESENTATIONS REVIEW AGREEMENT VOLKSWAGEN AUTO LEASE TRUST 2022-A, as Issuer and VW CREDIT, INC., as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of June 14, 2022
Asset Representations Review Agreement • June 9th, 2022 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), is entered into as of June 14, 2022, by and among VOLKSWAGEN AUTO LEASE TRUST 2022-A, a Delaware statutory trust, as issuer (the “Issuer”), VW CREDIT, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”).

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