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 • January 18th, 2013 • 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 [national banking association], as indenture trustee (the “Indenture Trustee”).
PURCHASE AGREEMENT dated as of [ ] between VW CREDIT, INC. and VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLCPurchase Agreement • January 18th, 2013 • 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”).
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 18th, 2013 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • 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.
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 NATIONAL ASSOCIATION, As Administrative Trustee, UTI Trustee And SUBI Trustee Dated...Origination Trust Agreement • January 18th, 2013 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • 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”; in its capacity as settlor, the “Settlor”; or in its capacity as initial beneficiary, the “Initial Beneficiary”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as successor to U.S. Bank Trust 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”; together with the UTI Trustee, the Administrative Trustee and Wilmington Trust Company, as Delaware Trustee (the “Delaware Trustee”),
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 • January 18th, 2013 • 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 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 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.
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 18th, 2013 • 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 [ ], [ ] by VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company (the “Seller”), and VOLKSWAGEN AUTO LEASE/LOAN 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 Depositor and as the Owner Trustee Dated as of [ ], [ ]Trust Agreement • January 18th, 2013 • 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 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”).
VW CREDIT LEASING, LTD., [U.S. BANK 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 18th, 2013 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
THIS TRANSACTION SUBI SUPPLEMENT 20[ ]-[ ] TO SERVICING AGREEMENT (as amended, modified or supplemented from time to time, the “Transaction SUBI Servicing Supplement”), dated as of [ ], [ ], is among VW CREDIT LEASING, LTD., a Delaware statutory trust (the “Origination Trust”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as successor to U.S. Bank Trust National 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”).
VOLKSWAGEN AUTO [LEASE] [LOAN ENHANCED] TRUST 20[ ]-[ ] VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC (SELLER) $[ ] [ ]% Auto [Lease] [Loan] Asset Backed Class A-1 Notes $[ ] [ ]% Auto [Lease] [Loan] Asset Backed Class A-2 Notes $[ ] [ ]% Auto...Underwriting Agreement • January 18th, 2013 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
VOLKSWAGEN AUTO LOAN ENHANCED TRUST 20[ ]-[ ] AMENDED AND RESTATED TRUST AGREEMENT between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as the Depositor and as the Owner Trustee Dated as of [ ]Trust Agreement • January 18th, 2013 • 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 VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Seller”), and [ ], a [Delaware banking corporation] (“Trustee Bank”), as the owner trustee (in such capacity, the “Owner Trustee”).
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 18th, 2013 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • 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 “Indenture”) by and between the Issuer and the Indenture Trustee.
ISDA International Swap Dealers Association, Inc. SCHEDULE to the Master Agreement dated as ofMaster Agreement • January 18th, 2013 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
