SUBI SALE AGREEMENT
THIS SUBI SALE AGREEMENT is made and entered into as of June 14, 2022 (as amended, supplemented or modified from time to time, this Agreement) by VW CREDIT, INC., a Delaware corporation (the Seller), and VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company (the Buyer).
WHEREAS, VW Credit Leasing, Ltd. is a Delaware statutory trust (the Origination Trust) formed and operated pursuant to that certain Trust Agreement dated as of June 2, 1999 (as amended, modified or supplemented from time to time, the Origination Trust Agreement) for the purpose, among other things, of acquiring title to Units;
WHEREAS, on the date hereof, the Seller, as owner of the entire undivided interest in the Origination Trust (the UTI Portfolio), and U.S. Bank Trust Company, National Association, as UTI Trustee (in such capacity, the UTI Trustee), SUBI Trustee (in such capacity, the SUBI Trustee) and Administrative Trustee (in such capacity, the Administrative Trustee and, together with the UTI Trustee, the SUBI Trustee and Wilmington Trust Company, as Delaware Trustee (the Delaware Trustee), the Origination Trustees), are entering into that certain Transaction SUBI Supplement 2022-A to Origination Trust Agreement (as amended, modified or supplemented from time to time, the Transaction SUBI Supplement) to create a special unit of beneficial interest (the Transaction SUBI); and
WHEREAS, the Seller desires to sell to the Buyer, and the Buyer desires to acquire, the Sellers entire interest in (A) the beneficial interest in the Units allocated to the Transaction SUBI (the Transaction SUBI Portfolio) and (B) the certificate issued as evidence thereof (the Transaction SUBI Certificate);
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:
SECTION 1.1 Certain Terms. Terms defined in Appendix A to the Indenture, dated as of the date hereof (as amended, supplemented or modified from time to time, the Indenture), between Volkswagen Auto Lease Trust 2022-A, a Delaware statutory trust (the Issuer), and Citibank, N.A., a national banking association, as indenture trustee, are, unless otherwise defined herein or unless the context otherwise requires, used herein as defined therein. In addition, the following terms shall have the following meanings (such terms applicable to both the singular and plural form):
Allocation Price means, with respect to any Unit, an amount equal to 100% of the Securitization Value thereof as of the Cut-Off Date.
SUBI Allocation Price means, with respect to all Units to be allocated to the Transaction SUBI in accordance with Section 2.1 on the Closing Date, the aggregate of the Allocation Prices for all Units to be so allocated on such date.
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