TRANSACTION SUBI SUPPLEMENT 2020-A
TO ORIGINATION TRUST AGREEMENT
THIS TRANSACTION SUBI SUPPLEMENT 2020-A TO ORIGINATION TRUST AGREEMENT (as amended, modified or supplemented from time to time, the Transaction SUBI Supplement), dated and effective as of December 3, 2020 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 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 and, together with the UTI Trustee, the Administrative Trustee and Wilmington Trust Company, as Delaware Trustee (the Delaware Trustee), the Origination Trustees).
A. The Settlor, the UTI Trustee, the Administrative Trustee and the Delaware Trustee have entered into that certain Trust Agreement dated as of June 2, 1999 (as modified, supplemented or amended from time to time, the Origination Trust Agreement) pursuant to which the Settlor formed VW Credit Leasing, Ltd., a Delaware statutory trust (the Origination Trust) for the purpose of acting as agent and nominee owner of various Origination Trust Assets in accordance with the Origination Trust Agreement.
B. The Origination Trust and VCI, as servicer (in its capacity as servicer, the Servicer), also have entered into that certain Servicing Agreement dated as of June 22, 1999 and as amended and restated as of December 21, 2000 (as modified, supplemented or amended from time to time, the Servicing Agreement), which provides, among other things, for the servicing of the Origination Trust Assets by the Servicer.
C. The Origination Trust Agreement contemplates that from time to time the UTI Trustee, on behalf of the Origination Trust and at the direction of the Initial Beneficiary, will identify and allocate on the Origination Trusts books and records certain Origination Trust Assets from the Undivided Trust Interest to separate SUBI Portfolios and will create and issue Certificates to the Initial Beneficiary representing separate special units of beneficial interest in the Origination Trust or SUBIs, the beneficiary or beneficiaries of which will hold an exclusive 100% undivided beneficial ownership interest in the related SUBI Portfolios, all as set forth in the Origination Trust Agreement.
D. The parties hereto desire to supplement the terms of the Origination Trust Agreement (i) to cause the UTI Trustee to identify and allocate Origination Trust Assets to a SUBI Portfolio (the Transaction SUBI Portfolio), which shall consist of Transaction Units consisting of Transaction Leases, Transaction Vehicles and the associated Related Rights, (ii) to create and issue to the Initial Beneficiary a SUBI Certificate (such SUBI Certificate, together with any replacements thereof, the Transaction SUBI Certificate) that will evidence and represent the entire and exclusive beneficial ownership interest in the related SUBI (the
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