This AMENDED AND RESTATED TRUST AGREEMENT is made as of December 13, 2021 (as from time to time amended, supplemented or otherwise modified and in effect, this Agreement) among VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company, as the depositor (the Seller), Citibank, N.A., a national banking association, as the owner trustee (the Owner Trustee), and Citicorp Trust Delaware, National Association, a national banking association, as the issuer Delaware trustee (the Issuer Delaware Trustee and together with the Owner Trustee, the Trustees and each a Trustee).
WHEREAS, the Seller and the Trustees entered into that certain Trust Agreement dated as of April 26, 2021 (the Original Trust Agreement), and filed a certificate of trust with the Secretary of State of the State of Delaware pursuant to which the Issuer (as defined below) was created; and
WHEREAS, in connection with the issuance of the Notes, the parties have agreed to amend and restate the Original Trust Agreement;
NOW THEREFORE, IN CONSIDERATION of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
SECTION 1.1. Capitalized Terms. Unless otherwise indicated, capitalized terms used in this Agreement are defined in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the Sale and Servicing Agreement) among the Issuer, the Seller, VW Credit, Inc., as servicer, and U.S. Bank National Association, as indenture trustee, as the same may be amended, modified or supplemented from time to time.
SECTION 1.2. Other Interpretive Provisions. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Agreement and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under GAAP (provided, that, to the extent that the definitions in this Agreement and GAAP conflict, the definitions in this Agreement shall control); (b) terms defined in Article 9 of the UCC as in effect in the State of Delaware and not otherwise defined in this Agreement are used as defined in that Article; (c) the words hereof, herein and hereunder and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) references to any Article, Section, Schedule or Exhibit are references to Articles, Sections, Schedules and Exhibits in or to this Agreement, and references to any paragraph, subsection, clause or other