EX-4.1





 EXHIBIT 4.1 

VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ] 

[ ]% Auto Lease Asset Backed Notes, Class A-1 

[ ]% Auto Lease Asset Backed Notes, Class A-2 

[ ]% Auto Lease Asset Backed Notes, Class A-3 

[Floating Rate] [ ]% Auto Lease Asset Backed Notes, Class A-4 

[ ], 
 as Indenture Trustee,

 and 
 VOLKSWAGEN AUTO LEASE
TRUST 20[ ]-[ ], 
 as Issuer 

INDENTURE 
 Dated as of
[ ], [ ] 












 TRUST INDENTURE ACT CROSS-REFERENCE CHART 

(this chart is not a part of this Indenture) 
  

			
	TIA Section	  	Indenture Reference
	 310(a)(1)
	  	6.8, 6.11
	 310(a)(2)
	  	6.8, 6.11
	 310(a)(3)
	  	6.10(b)
	 310(a)(4)
	  	Not applicable
	 310(a)(5)
	  	6.11
	 310(b)
	  	6.11
	 310(c)
	  	Not applicable
	 311(a)
	  	6.15
	 311(b)
	  	6.15
	 311(c)
	  	Not applicable
	 312(a)
	  	7.1, 7.2(a)
	 312(b)
	  	7.2(b)
	 312(c)
	  	7.2(c)
	 313(a)
	  	7.3
	 313(b)
	  	7.3
	 313(c)
	  	7.3
	 313(d)
	  	7.3
	 314(a)
	  	3.9
	 314(b)
	  	3.6
	 314(c)(1)
	  	11.1(a)
	 314(c)(2)
	  	11.1(a)
	 314(c)(3)
	  	11.1(a)
	 314(d)
	  	11.1(b)
	 314(e)
	  	11.1(a)
	 315(a)
	  	6.1(b)
	 315(b)
	  	6.5
	 315(c)
	  	6.1(a)
	 315(d)
	  	6.1(c)
	 315(d)(1)
	  	6.1(b), 6.1(c)(i)
	 315(d)(2)
	  	6.1(c)(ii)
	 315(d)(3)
	  	6.1(c)(iii)
	 315(e)
	  	5.13
	 316(a)(1)(A)
	  	5.11
	 316(a)(1)(B)
	  	5.12
	 316(a)(2)
	  	Not Applicable
	 316(b)
	  	5.7
	 316(c)
	  	5.6(b)
	 317(a)(1)
	  	5.3(a), 5.3(b)
	 317(a)(2)
	  	5.3(d)
	 317(b)
	  	3.3
	 318(a)
	  	11.17


  
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 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	ARTICLE I	  

	DEFINITIONS	  

			
	 Section 1.1
	 	Definitions	  	 	1	 
	 Section 1.2
	 	Incorporation by Reference of Trust Indenture Act	  	 	2	 
	 Section 1.3
	 	Interpretive Provisions	  	 	2	 
	
	ARTICLE II	  

	THE NOTES	  

			
	 Section 2.1
	 	Form	  	 	3	 
	 Section 2.2
	 	Execution, Authentication and Delivery	  	 	3	 
	 Section 2.3
	 	Temporary Notes	  	 	4	 
	 Section 2.4
	 	Registration; Registration of Transfer and Exchange	  	 	4	 
	 Section 2.5
	 	Mutilated, Destroyed, Lost or Stolen Notes	  	 	6	 
	 Section 2.6
	 	Persons Deemed Owners	  	 	7	 
	 Section 2.7
	 	Payment of Principal and Interest; Defaulted Interest	  	 	7	 
	 Section 2.8
	 	Cancellation	  	 	8	 
	 Section 2.9
	 	Release of Collateral	  	 	8	 
	 Section 2.10
	 	Book-Entry Notes	  	 	8	 
	 Section 2.11
	 	Notices to Clearing Agency	  	 	9	 
	 Section 2.12
	 	Definitive Notes	  	 	9	 
	 Section 2.13
	 	Authenticating Agents	  	 	10	 
	 Section 2.14
	 	Tax Treatment	  	 	10	 
	 Section 2.15
	 	Tax Forms	  	 	11	 
	
	ARTICLE III	  

	REPRESENTATIONS, WARRANTIES AND COVENANTS	  

			
	 Section 3.1
	 	Payment of Principal and Interest; Benchmark Determination	  	 	11	 
	 Section 3.2
	 	Maintenance of Office or Agency	  	 	12	 
	 Section 3.3
	 	Money for Payments to be Held in Trust	  	 	13	 
	 Section 3.4
	 	Existence	  	 	14	 
	 Section 3.5
	 	Protection of Collateral	  	 	15	 
	 Section 3.6
	 	Opinions as to Collateral	  	 	15	 
	 Section 3.7
	 	Performance of Obligations; Administration of the Transaction SUBI Assets	  	 	16	 
	 Section 3.8
	 	Negative Covenants	  	 	16	 
	 Section 3.9
	 	Annual Compliance Statement.	  	 	17	 
	 Section 3.10
	 	Restrictions on Certain Other Activities	  	 	18	 
	 Section 3.11
	 	Notice of Indenture Defaults	  	 	18	 
	 Section 3.12
	 	Further Instruments and Acts	  	 	18	 
	 Section 3.13
	 	Delivery of Transaction SUBI Certificate	  	 	18	 
	 Section 3.14
	 	Compliance with Laws	  	 	19	 


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 Section 3.15
	 	Perfection Representations	  	 	19	 
	 Section 3.16
	 	Exchange Act Filings	  	 	19	 
	
	ARTICLE IV	  

	SATISFACTION AND DISCHARGE	  

			
	 Section 4.1
	 	Satisfaction and Discharge of Indenture	  	 	19	 
	 Section 4.2
	 	Application of Trust Money	  	 	20	 
	 Section 4.3
	 	Repayment of Monies Held by Paying Agent	  	 	20	 
	
	ARTICLE V	  

	INDENTURE DEFAULT	  

			
	 Section 5.1
	 	Indenture Defaults	  	 	21	 
	 Section 5.2
	 	Acceleration of Maturity; Waiver of Indenture Default	  	 	22	 
	 Section 5.3
	 	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	  	 	22	 
	 Section 5.4
	 	Remedies; Priorities	  	 	25	 
	 Section 5.5
	 	Optional Preservation of the Transaction SUBI Assets	  	 	27	 
	 Section 5.6
	 	Limitation of Suits	  	 	27	 
	 Section 5.7
	 	Rights of Noteholders to Receive Principal and Interest	  	 	28	 
	 Section 5.8
	 	Restoration of Rights and Remedies	  	 	28	 
	 Section 5.9
	 	Rights and Remedies Cumulative	  	 	28	 
	 Section 5.10
	 	Delay or Omission Not a Waiver	  	 	28	 
	 Section 5.11
	 	Control by Noteholders	  	 	28	 
	 Section 5.12
	 	Waiver of Past Defaults	  	 	29	 
	 Section 5.13
	 	Undertaking for Costs	  	 	29	 
	 Section 5.14
	 	Waiver of Stay or Extension Laws	  	 	30	 
	 Section 5.15
	 	Action on Notes	  	 	30	 
	 Section 5.16
	 	Performance and Enforcement of Certain Obligations	  	 	30	 
	 Section 5.17
	 	Sale of Collateral	  	 	31	 
	
	ARTICLE VI	  

	THE INDENTURE TRUSTEE	  

			
	 Section 6.1
	 	Duties of Indenture Trustee	  	 	31	 
	 Section 6.2
	 	Rights of Indenture Trustee	  	 	33	 
	 Section 6.3
	 	Individual Rights of Indenture Trustee	  	 	34	 
	 Section 6.4
	 	Indenture Trustee’s Disclaimer	  	 	34	 
	 Section 6.5
	 	Notice of Defaults	  	 	34	 
	 Section 6.6
	 	Reports by Indenture Trustee to Noteholders	  	 	34	 
	 Section 6.7
	 	Compensation and Indemnity	  	 	34	 
	 Section 6.8
	 	Removal, Resignation and Replacement of Indenture Trustee	  	 	35	 
	 Section 6.9
	 	Successor Indenture Trustee by Merger	  	 	37	 
	 Section 6.10
	 	Appointment of Co-Trustee or Separate Trustee	  	 	37	 


  
 -iii- 














 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 Section 6.11
	 	Eligibility; Disqualification	  	 	38	 
	 Section 6.12
	 	Trustee as Holder of Transaction SUBI Certificate	  	 	38	 
	 Section 6.13
	 	Representations and Warranties of Indenture Trustee	  	 	39	 
	 Section 6.14
	 	Furnishing of Documents	  	 	39	 
	 Section 6.15
	 	Preferential Collection of Claims Against the Issuer	  	 	39	 
	
	ARTICLE VII	  

	NOTEHOLDERS’ LISTS AND REPORTS	  

			
	 Section 7.1
	 	Issuer to Furnish Indenture Trustee Noteholder Names and Addresses	  	 	39	 
	 Section 7.2
	 	Preservation of Information; Communications to Noteholders	  	 	39	 
	 Section 7.3
	 	Reports by Indenture Trustee	  	 	40	 
	 Section 7.4
	 	Noteholder Demand for Repurchase; Dispute Resolution	  	 	40	 
	 Section 7.5
	 	Asset Review Voting	  	 	41	 
	
	ARTICLE VIII	  

	ACCOUNTS, DISBURSEMENTS AND RELEASES	  

			
	 Section 8.1
	 	Collection of Money	  	 	42	 
	 Section 8.2
	 	Accounts	  	 	42	 
	 Section 8.3
	 	Servicer Certificate	  	 	43	 
	 Section 8.4
	 	Disbursement of Funds	  	 	46	 
	 Section 8.5
	 	General Provisions Regarding Accounts	  	 	49	 
	 Section 8.6
	 	Release of Collateral	  	 	50	 
	
	ARTICLE IX	  

	SUPPLEMENTAL INDENTURES	  

			
	 Section 9.1
	 	Supplemental Indentures Without Consent of Noteholders	  	 	50	 
	 Section 9.2
	 	Supplemental Indentures with Consent of Noteholders	  	 	52	 
	 Section 9.3
	 	Execution of Supplemental Indentures	  	 	53	 
	 Section 9.4
	 	Effect of Supplemental Indenture	  	 	53	 
	 Section 9.5
	 	Reference in Notes to Supplemental Indentures	  	 	53	 
	
	ARTICLE X	  

	REDEMPTION OF NOTES	  

			
	 Section 10.1
	 	Redemption	  	 	53	 
	 Section 10.2
	 	Form of Redemption Notice	  	 	54	 
	 Section 10.3
	 	Notes Payable on Redemption Date	  	 	55	 
	
	ARTICLE XI	  

	MISCELLANEOUS	  

			
	 Section 11.1
	 	Compliance Certificates and Opinions	  	 	55	 
	 Section 11.2
	 	Form of Documents Delivered to the Indenture Trustee	  	 	57	 
	 Section 11.3
	 	Acts of Noteholders	  	 	57	 


  
 -iv- 














 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 Section 11.4
	 	Notices	  	 	58	 
	 Section 11.5
	 	Notices to Noteholders; Waiver	  	 	58	 
	 Section 11.6
	 	Headings	  	 	59	 
	 Section 11.7
	 	Successors and Assigns	  	 	59	 
	 Section 11.8
	 	Severability	  	 	59	 
	 Section 11.9
	 	Benefits of Indenture	  	 	59	 
	 Section 11.10
	 	Legal Holidays	  	 	59	 
	 Section 11.11
	 	GOVERNING LAW	  	 	59	 
	 Section 11.12
	 	Counterparts	  	 	59	 
	 Section 11.13
	 	Recording of Indenture	  	 	60	 
	 Section 11.14
	 	Trust Obligation; No Recourse	  	 	60	 
	 Section 11.15
	 	No Petition	  	 	60	 
	 Section 11.16
	 	Limitation of Liability of Owner Trustee	  	 	60	 
	 Section 11.17
	 	TIA Incorporation and Conflicts	  	 	61	 
	 Section 11.18
	 	Intent	  	 	61	 
	 Section 11.19
	 	Each SUBI Separate; Assignees of SUBI	  	 	61	 
	 Section 11.20
	 	SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL	  	 	62	 
	 Section 11.21
	 	Subordination of Claims	  	 	63	 
	 Section 11.22
	 	Information Requests	  	 	63	 
	 Section 11.23
	 	Regulation AB Information to be Provided by the Indenture Trustee	  	 	63	 
	 Section 11.24
	 	Form 8-K Filings	  	 	65	 
	 Section 11.25
	 	Waiver of Special, Indirect and Consequential Damages	  	 	65	 
	 Section 11.26
	 	Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations	  	 	65	 
	 Section 11.27
	 	Dispute Resolution	  	 	65	 
	 Section 11.28
	 	Electronic Signatures and Transmission	  	 	68	 

  

			
	SCHEDULE I	  	PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS
		
	SCHEDULE II	  	NOTICE ADDRESSES
		
	EXHIBIT A	  	FORM OF NOTE
		
	EXHIBIT B	  	SERVICING CRITERIA TO BE ADDRESSED IN INDENTURE TRUSTEE’S AND SERVICER’S ASSESSMENT OF COMPLIANCE
		
	EXHIBIT C	  	FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION
		
	APPENDIX A	  	DEFINITIONS


  
 -v- 













 THIS INDENTURE, dated as of [ ], [ ], (as amended, modified or supplemented from
time to time, this “Indenture”), is between VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), and [ ], [a national banking association], as indenture trustee (the
“Indenture Trustee”). 
 Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of
the Holders of the Issuer’s [ ]% Auto Lease Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), [ ]%
Auto Lease Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), [ ]% Auto Lease Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), and [Floating Rate] [ ]% Auto Lease Asset Backed Notes,
Class A-4 (the “Class A-4 Notes” and, together with the Class A-1 Notes, the
Class A-2 Notes and the Class A-3 Notes, the “Notes”). 

GRANTING CLAUSE 
 The
Issuer, to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes equally and ratably without prejudice, priority or distinction except as set forth herein, and to secure compliance with the
provisions of this Indenture, hereby Grants in trust to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders, all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in, to and
under (i) the Trust Estate and (ii) all present and future claims, demands, causes and choses in action in respect of any or all of the Trust Estate and all payments on or under and all proceeds of every kind and nature whatsoever in
respect of any or all of the Trust Estate, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, securities, financial assets and other property that at any time constitute all or part
of or are included in the proceeds of any of the Trust Estate (collectively, the “Collateral”). 
 The Indenture Trustee,
on behalf of the Noteholders, acknowledges the foregoing Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture. 

Without limiting the foregoing Grant, any Unit the beneficial interest in which was reallocated from the Transaction SUBI Portfolio to the UTI
Portfolio pursuant to Section 2.3 of the SUBI Sale Agreement or Section 7.12 of the Transaction SUBI Servicing Supplement shall be deemed to be automatically released from the lien of this
Indenture without any action being taken by the Indenture Trustee upon payment by VCI of the related Securitization Value for such Unit. 

ARTICLE I 
 DEFINITIONS

 Section 1.1 Definitions. Capitalized terms used herein that are not otherwise defined herein
shall have the meanings ascribed thereto in Appendix A hereto. 












 Section 1.2 Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: 

“Commission” means the Securities and Exchange Commission. 

“indenture securities” means the Notes. 

“indenture security holder” means a Noteholder. 

“indenture to be qualified” means this Indenture. 

“indenture trustee” or “institutional trustee” means the Indenture Trustee. 

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities. 

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission
rule have the meaning assigned to them by such definitions. 
 Section 1.3 Interpretive Provisions.

 (a) For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, (i) terms
used in this Indenture include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein”, “hereof” and the like shall refer to this Indenture as a whole and not to any
particular part, Article or Section within this Indenture, (iii) the term “include” and all variations thereof shall mean include without limitation, (iv) the term “proceeds” shall have the meaning set forth in the
applicable UCC, (v) except as otherwise expressly provided herein, references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation and (vi) references to any
Person include that Person’s successors and assigns. 
 (b) As used in this Indenture and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in this Indenture or in any such certificate or other document, and accounting terms partly defined in this Indenture or in any such certificate or other document to the extent not
defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms in this Indenture or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP,
the definitions contained in this Indenture or in any such certificate or other document shall control. 

  
 2 













 ARTICLE II 

THE NOTES 

Section 2.1 Form. The Notes, together with the Indenture Trustee’s certificate of authentication,
shall be in substantially the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of such Notes. Any portion of the text of any Note may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of such Note. 
 The terms of the Notes set forth in Exhibit
A hereto are part of the terms of this Indenture. 
 Section 2.2 Execution, Authentication and
Delivery. The Notes shall be executed by the Owner Trustee on behalf of the Issuer by any of its Authorized Officers. The signature of any Authorized Officer of the Owner Trustee on the Notes may be manual or electronic. Notes bearing the
manual or electronic signature of individuals who were at any time Authorized Officers of the Owner Trustee shall bind the Issuer, notwithstanding that any such individuals have ceased to hold such offices prior to the authentication and delivery of
such Notes or did not hold such offices at the date of such Notes. 
 The Indenture Trustee shall, upon Issuer Order, authenticate and
deliver for original issue the following aggregate principal amounts of the Notes: (i) $[ ] of Class A-1 Notes, (ii) $[ ] of Class A-2 Notes, (iii)
$[ ] of Class A-3 Notes and (iv) $[ ] of Class A-4 Notes. The aggregate principal amount of Class A-1
Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes outstanding at any time may not exceed such respective
amounts, except as provided in Section 2.5. 
 Each Note shall be dated the date of its authentication. The Notes
shall be issuable as registered notes in book-entry form in minimum denominations of $100,000 and in integral multiples of $1,000 in excess thereof; provided, however, that on the Closing Date, one Class A-1 Note, one Class A-2 Note, one Class A-3 Note and one
Class A-4 Note may be issued in a denomination other than an integral multiple of $1,000 that includes any remaining portion of the Initial Class A-1 Note
Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance and the Initial Class A-4 Note
Balance, respectively. 
 No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual or electronic signature of one of its authorized signatories, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 

  
 3 













 Section 2.3 Temporary Notes. Pending the preparation
of Definitive Notes, the Issuer may execute and upon receipt of an Issuer Order, the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, substantially of
the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes. 

If temporary Notes are issued, the Issuer shall cause Definitive Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of such temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.2, without charge to
the related Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor, a like principal amount of Definitive Notes of
authorized denominations. Until so exchanged, such temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes. 

Section 2.4 Registration; Registration of Transfer and Exchange. The Issuer shall cause to be kept a
register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby
appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make
such an appointment, assume the duties of Note Registrar. 
 If a Person other than the Indenture Trustee is appointed by the Issuer as Note
Registrar, the Issuer shall give the Indenture Trustee prompt written notice of such appointment and the location, and any change in such location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at
all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Authorized Officer of the Note Registrar as to the names and addresses of the
Noteholders and the principal amounts and number of such Notes. 
 Upon surrender for registration of transfer of any Note at the office or
agency of the Issuer to be maintained as provided in Section 3.2, if the requirements of Section 8-401 of the UCC are met, the Issuer shall execute and the Indenture Trustee
shall authenticate and the related Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee, one or more new Notes in any authorized denominations, of the same Class and a like aggregate outstanding principal
amount. 
 At the option of the related Noteholder, Notes may be exchanged for other Notes in any authorized denominations, of the same
Class and a like aggregate outstanding principal amount, upon surrender of such Notes at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of
Section 8-401 of the UCC are met, the Issuer shall execute, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee the Notes that the Noteholder making such
exchange is entitled to receive. 

  
 4 













 Every Note presented or surrendered for registration of transfer or exchange shall (if so
required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee, duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing. 
 All Notes issued
upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or
exchange. 
 No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Indenture
Trustee or Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith, other than exchanges pursuant to Sections 2.3 or 9.5 not involving any
transfer. 
 By acquiring a Note (or any interest therein), each purchaser or transferee (and its fiduciary, if applicable) is deemed to
represent and warrant that either (a) it is not acquiring the Note (or any interest therein) with the assets of a Benefit Plan or any plan or retirement arrangement subject to a law that is substantially similar to the fiduciary and prohibited
transaction provisions of ERISA or Section 4975 of the Code (“Similar Law”); or (b)(i) the Notes are rated at least “BBB-” or its equivalent by a nationally recognized
statistical rating organization at the time of purchase or transfer and (ii) its acquisition, holding and disposition of such Note (or any interest therein) will not give rise to a nonexempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code or a violation of any Similar Law. 
 The preceding provisions of this Section notwithstanding, the
Issuer shall not be required to make, and the Note Registrar need not register, transfers or exchanges of any Note (i) selected for redemption or (ii) for a period of 15 days preceding the due date for any payment with respect to such
Note. 
 Any Notes beneficially owned by the Issuer or a Person which is considered the same Person as the Issuer for U.S. federal income
tax purposes may not be transferred to another Person (other than a Person that is considered the same Person as the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the
Transferor and the Indenture Trustee prior to and in connection with such transfer that (x) such Notes will be debt for U.S. federal income tax purposes or alternatively that (y) the sale of such Notes to a Person unrelated to the Issuer
or Transferor will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation. With respect to any transfer for which the Opinion of Counsel provided pursuant to the preceding sentence is as
described in clause (y), unless an Opinion of Counsel also provided that such Notes will be debt for U.S. federal income tax purposes, (i) the sale or transfer of such Notes must be to a Person who is a United States person (within the meaning
of Section 7701(a)(30) of the Code), (ii) the transferee of such Notes shall be required to provide to the Indenture Trustee and Transferor a certification of non-foreign status, in such form as may be
requested by the Transferor or the Indenture Trustee (e.g., IRS Form W-9), signed under penalties of perjury (and such other certification, representations or opinion of counsel as may be requested by the
Transferor or the 

  
 5 













 
Indenture Trustee) and (iii) by acquiring such Note, the transferee shall be deemed to represent and warrant that it is a Person who is a United States person (within the meaning of
Section 7701(a)(30) of the Code). In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive
registered form may be required by the Administrator as a condition to such transfer. 
 Section 2.5
Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note and
(ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture
Trustee that such Note has been acquired by a “protected purchaser” (as contemplated by Article 8 of the UCC), and provided that the requirements of Section 8-405 of the UCC are met, the Issuer
shall execute and, upon Issuer Request, the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost
or stolen Note (but not a mutilated Note) shall have become or within seven days shall become due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may upon delivery of the security or indemnity
herein required pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without the surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the
proviso to the preceding sentence, a “protected purchaser” (as contemplated by Article 8 of the UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the
Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee
of such Person, except a “protected purchaser” (as contemplated by Article 8 of the UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the
Issuer or the Indenture Trustee in connection therewith. 
 Upon the issuance of any replacement Note under this Section, the Issuer or the
Indenture Trustee may require the payment by the related Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the
Indenture Trustee or the Note Registrar) connected therewith. 
 Every replacement Note issued pursuant to this Section in replacement of
any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly
issued hereunder. 
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. 

  
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 Section 2.6 Persons Deemed Owners. Prior to due
presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and their respective agents may treat the Person in whose name any Note is registered (as of the date of determination) as the owner of such Note for the purpose
of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Indenture Trustee nor any of their respective agents shall be affected
by notice to the contrary. 
 Section 2.7 Payment of Principal and Interest; Defaulted Interest.

 (a) Each Note shall accrue interest at its respective Interest Rate, and such interest shall be payable on each Payment Date as specified
therein, subject to Sections 3.1 and 8.1. Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in
whose name such Note (or one or more Predecessor Notes) is registered on the Record Date, by check mailed first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date, except that, unless
Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of DTC (initially, such nominee to be Cede & Co.), payment shall be made by
wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date or on the Final Scheduled Payment Date for such Class (and
except for the Redemption Price for any Note called for redemption pursuant to Section 10.1) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in
accordance with Section 3.3. 
 (b) The principal of each Note shall be payable in installments on each Payment
Date as provided in Section 8.4. Notwithstanding the foregoing, the entire unpaid Note Balance and all accrued interest thereon shall be due and payable, if not previously paid, on the earlier of (i) the date on which
an Indenture Default shall have occurred and be continuing, if the Indenture Trustee or the Holders of a majority of the Outstanding Note Amount, have declared the Notes to be immediately due and payable in the manner provided in
Section 5.2, (ii) with respect to any Class of Notes, on the Final Scheduled Payment Date for that Class and (iii) the Redemption Date. All principal payments on each Class of Notes shall be made pro
rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which Indenture Trustee expects
that the final installment of principal of and interest on such Note will be paid. Such notice shall be transmitted prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender
of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be sent to Noteholders as provided in
Section 10.2. 
 (c) If the Issuer defaults on a payment of interest on any Class of Notes, the Issuer shall
pay defaulted interest (plus interest on such defaulted interest to the extent lawful at the applicable Interest Rate for such Class of Notes), which shall be due and payable on the Payment Date following such default. The Issuer shall pay such
defaulted interest to the Persons who are Noteholders on the Record Date for such following Payment Date. 

  
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 Section 2.8 Cancellation. All Notes surrendered for
payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture
Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in
accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided, that such Issuer Order is timely and that such Notes have not
been previously disposed of by the Indenture Trustee. 
 Section 2.9 Release of Collateral. Subject
to Section 11.1 and the terms of those Transaction Documents to which the Indenture Trustee is a party, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt of an Issuer Request.
Notwithstanding the foregoing, any Unit the beneficial interest in which was reallocated from the Transaction SUBI Portfolio to the UTI Portfolio pursuant to Section 2.3 of the SUBI Sale Agreement or
Section 7.12 of the Transaction SUBI Servicing Supplement shall be deemed to be automatically released from the lien of this Indenture without any action being taken by the Indenture Trustee upon payment by VCI of the
related Securitization Value for such Unit. 
 Section 2.10
Book-Entry Notes. Unless otherwise specified herein, the Notes, upon original issuance, will be issued in the form of one or more typewritten Notes representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for DTC, the initial Clearing Agency, by, or on behalf of, the Issuer. One fully registered Note shall be issued with respect to each
$500 million in principal amount of each Class of Notes or any such lesser amount as necessary. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no Note Owner shall receive a Definitive Note representing such Note Owner’s interest in such Note except as provided in Section 2.12. Unless and until Definitive Notes have been issued to Note Owners pursuant to
Section 2.12: 
 (a) the provisions of this Section shall be in full force and effect; 

(b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture
(including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Noteholder, and shall have no obligation to Note Owners; 

(c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section
shall control; 

  
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 (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall
be limited to those established by law and agreements between or among such Note Owners and the Clearing Agency or Clearing Agency Participants; pursuant to the Depository Agreement, unless and until Definitive Notes are issued pursuant to
Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the
Notes to such Clearing Agency Participants; and 
 (e) whenever this Indenture requires or permits actions to be taken based upon
instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Note Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from
Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee. 

Section 2.11 Notices to Clearing Agency. Whenever a notice or other communication to Noteholders is
required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such notices and communications specified herein to be
given to Noteholders to the Clearing Agency, and shall have no obligation to the Note Owners. 
 Section 2.12
Definitive Notes. If (i) (A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement and
(B) the Indenture Trustee or the Administrator is unable to locate a qualified successor, (ii) the Administrator, at its option, advises the Indenture Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after an Indenture Default, Note Owners representing in the aggregate not less than a majority of the Outstanding Note Amount, voting together as a
single Class, advise the Indenture Trustee through the Clearing Agency and its Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency or its successor
is no longer in the best interest of Note Owners, the Indenture Trustee shall be required to notify all Note Owners, through the Clearing Agency, of the occurrence of such event and the availability through the Clearing Agency of Definitive Notes to
Note Owners requesting the same. Upon surrender to the Indenture Trustee by the Clearing Agency of the Note or Notes representing the Book-Entry Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue Definitive Notes to Note Owners, who thereupon shall become Noteholders for all purposes of this Indenture. None of the Issuer, the Note Registrar or the Indenture
Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. 

The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is unable to locate a qualified successor Clearing
Agency. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by
their execution of such Notes. 

  
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 If Definitive Notes are issued and the Indenture Trustee is not the Note Registrar, the
Issuer shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses of the Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more than 10 days prior to the time such
list is furnished, within 30 days after receipt by the Issuer of a written request therefor. 
 Notwithstanding anything to the contrary set
forth in this Section 2.12, with respect to any Notes retained by the Issuer or a Person which is considered the same Person as the Issuer for U.S. federal income tax purposes, as contemplated by the final paragraph of
Section 2.4, any Note required by the Administrator to be in definitive registered form shall be issued as a Definitive Note to the applicable Note Owner prior to transfer thereof. 

Section 2.13 Authenticating Agents. Upon the request of the Issuer, the Indenture Trustee shall, and
if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuances, transfers and
exchanges under Sections 2.2, 2.3, 2.4, 2.5 and 9.5, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all
purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section shall be deemed to be the authentication of Notes by the Indenture Trustee. The Indenture Trustee shall be the Authenticating Agent in the
absence of any appointment thereof. 
 Any corporation into which any Authenticating Agent may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any
Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. 

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Indenture
Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such termination, the Indenture Trustee
shall promptly appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Issuer. The provisions of Sections 2.8 and 6.4 shall be applicable to any Authenticating Agent. 

Section 2.14 Tax Treatment. The Issuer has entered into this Indenture, and the Notes shall be issued,
with the intention that, solely for federal, state and local income, franchise and/or value added tax purposes, the Notes shall qualify as indebtedness secured by the Collateral. The Issuer, by entering into this Indenture, and each Noteholder, by
its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes for federal, state and local income, franchise and/or value added tax purposes as indebtedness (other than
any Notes that are owned during any period of time either by the Issuer or by a Person that is considered the same Person as the Issuer for U.S. federal income tax purposes). 

  
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 Section 2.15 Tax Forms. Prior to the first Payment
Date and promptly upon request, each Noteholder shall provide to the Indenture Trustee, Paying Agent and/or the Issuer (or other person responsible for withholding of taxes, including but not limited to FATCA Withholding Tax, or delivery of
information under FATCA) the Tax Information. 
 ARTICLE III 

REPRESENTATIONS, WARRANTIES AND COVENANTS 

Section 3.1 Payment of Principal and Interest; Benchmark Determination. 

(a) Payment of Principal and Interest. The Issuer shall duly and punctually pay the principal of and interest on the Notes in accordance
with the terms of the Notes and this Indenture. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered to have been paid by the Issuer to such Noteholder for all
purposes of this Indenture. Interest accrued on each Class of the Notes during an Interest Period shall be due and payable on the related Payment Date. The final interest payment on each Class of Notes is due on the earlier of (i) the
Payment Date (including any Redemption Date) on which the principal amount of that Class of Notes is reduced to zero or (ii) the applicable Final Scheduled Payment Date for that Class of Notes. 

(b) [LIBOR. So long as the Class A-4 Notes are Outstanding and the Benchmark is LIBOR, the
Indenture Trustee shall obtain LIBOR in accordance with the definition of “LIBOR” on each Benchmark Determination Date and shall promptly provide such rate to the Administrator or such person as directed by the Administrator. All
determinations of LIBOR by the Indenture Trustee in the absence of manifest error shall be conclusive and binding on the Noteholders. After the occurrence of a Benchmark Transition Event, the Administrator, or any other Person designated by the
Administrator to act in such capacity, shall determine the Benchmark. 
 (c) Successor Benchmark. If the Benchmark is any rate other
than LIBOR, on each Benchmark Determination Date, the Administrator shall communicate to the Servicer and the Indenture Trustee the Benchmark for the related Interest Period. All determinations of the Benchmark by the Administrator, in the absence
of manifest error, shall be conclusive and binding on the Noteholders and Note Owners. 
 (d) Effect of Benchmark Transition Event.

 (i) If the Administrator determines that a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred prior to the Reference Time of the then-current Benchmark, the Benchmark Replacement determined by the Administrator shall replace the then-current Benchmark for all purposes relating to the
Class A-4 Notes in respect of such determination on such date and all determinations on all subsequent dates. Notwithstanding the foregoing, if the initial Benchmark Replacement is any rate other than
Term SOFR and the Administrator later determines that Term SOFR can be determined, Term SOFR shall become the new Unadjusted Benchmark Replacement and shall, together with a new Benchmark Replacement Adjustment for Term SOFR, replace the
then-current Benchmark on the next Benchmark Determination Date for Term SOFR. 

  
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 (ii) In connection with the implementation of a Benchmark Replacement, the
Administrator shall have the right to make Benchmark Replacement Conforming Changes from time to time. 
 (iii) Promptly
following the determination of a Benchmark Replacement and/or the making of any Benchmark Replacement Conforming Changes, the Administrator shall notify the Indenture Trustee and the Servicer, and shall provide the Servicer with the relevant
information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment and any such Benchmark Replacement Conforming Changes for inclusion in the Servicer Certificate. Notwithstanding anything to the contrary in this
Indenture or the other Transaction Documents, upon the delivery of such notice and the inclusion of such information in the Servicer Certificate, this Indenture and/or any other relevant Transaction Documents shall be deemed to have been amended to
reflect such Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the provisions of Article IX of this Indenture or the amendment provisions of any
other relevant Transaction Document or the consent of any Noteholder. 
 (iv) Any determination, decision or election that
may be made by the Administrator pursuant to this Section 3.1(d) (or pursuant to any capitalized term used in this Section 3.1(d) or in any such capitalized term), including any determination with
respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, shall be conclusive
and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the Transaction Documents, shall become effective without consent from any other party. None of the Issuer,
the Owner Trustee, the Origination Trustees, the Indenture Trustee, the Administrator, VCI, as the sponsor, the Transferor or the Servicer shall have any liability for any determination made pursuant to, or action or inaction taken or refrained from
being taken by it with respect to, this Section 3.1(d) (or pursuant to, or with respect to, any capitalized term used in this Section 3.1(d) or in any such capitalized term) or any other matters
related to or arising in connection with this Section 3.1(d). Each Noteholder and each Note Owner, by its acceptance of a Note or a beneficial interest in a Note, shall be deemed to waive and release any and all claims
against the Issuer, the Owner Trustee, the Origination Trustees, the Indenture Trustee, the Administrator, VCI, as the sponsor, the Transferor and the Servicer relating to any such determinations.] 

Section 3.2 Maintenance of Office or Agency. As long as any of the Notes remain outstanding, the
Issuer shall maintain at the Corporate Trust Office or at such other location in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices to and
demands upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby appoints the 

  
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Indenture Trustee as its agent to receive all such surrenders, notices and demands. The Issuer shall give prompt written notice to the Indenture Trustee of the location, and of any change in the
location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at
the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands. 

Section 3.3 Money for Payments to be Held in Trust. As provided in Sections 8.4 and
5.4(b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Accounts shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts
so withdrawn therefrom for payments on Notes shall be paid over to the Issuer except as provided in this Section. 
 On or prior to each
Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited into the Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, and the Paying Agent shall hold such sum in trust for
the benefit of the Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of any failure by the Issuer to effect such deposit. 

The Issuer shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in
which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees to the extent relevant), subject to the provisions of this Section, that such Paying Agent shall: 

(a) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; 

(b) give the Indenture Trustee written notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual
knowledge in the making of any payment required to be made with respect to the Notes; 
 (c) at any time during the continuance of any such
default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; 

(d) promptly resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at
any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; 
 (e) comply with all
requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon, including FATCA Withholding Tax (including retaining any Tax Information received from Persons
entitled to payments with respect to the Notes and making any withholdings with respect to the Notes as required by the Code (including FATCA) based on such Tax Information received, and paying over such withheld amounts to the appropriate
governmental authority); and 

  
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 (f) comply with any applicable reporting requirements in connection with any payments made
by it on any Notes and any withholding of taxes therefrom, and, upon request, provide to the Issuer (A) Tax Information with respect to the Paying Agent and (B) to the extent received, Tax Information with respect to the Noteholders. 

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and upon such
payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and distributed by the Indenture Trustee to the Issuer and the related
Noteholder shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however,
that the Indenture Trustee or such Paying Agent, before being required to make any such payment, shall at the reasonable expense of the Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that,
after a date specified therein, which date shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be paid to the Certificateholders. The Indenture Trustee shall also adopt and
employ, at the written direction of the Issuer and at the expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Noteholders the Notes of which have been called but not
surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or any Paying Agent at the last address of record for each such Noteholder). 

Section 3.4 Existence. The Issuer shall keep in full effect its existence and rights as a statutory
trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuer shall keep in full effect its
existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate. 

  
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 Section 3.5 Protection of Collateral. The Issuer
intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other Liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain
and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer shall from time to time execute and deliver all such supplements and
amendments hereto, shall file or authorize the filing of all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Administrator and delivered to the Issuer, and shall take
such other action necessary or advisable to: 
 (a) Grant more effectively all or any portion of the Collateral; 

(b) maintain or preserve the lien and security interest (and the priority thereof) created by this Indenture or carry out more effectively the
purposes hereof; 
 (c) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; 

(d) enforce any of the Collateral; 

(e) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Noteholders in the Collateral against the
claims of all Persons; or 
 (f) pay or cause to be paid all taxes or assessments levied or assessed upon the Collateral when due. 

The Issuer hereby designates the Indenture Trustee as its agent and
attorney-in-fact and hereby authorizes the Indenture Trustee to file all financing statements, continuation statements or other instruments required to be executed or
filed pursuant to this Section. Notwithstanding anything to the contrary contained herein (including the authorization to file granted in the preceding sentence), the Indenture Trustee shall have no duty and shall not be responsible for filing any
financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest. 

Section 3.6 Opinions as to Collateral. 

(a) On the Closing Date, the Issuer shall furnish or cause to be furnished to the Indenture Trustee, an Opinion of Counsel to the effect that,
in the opinion of such counsel, either (i) all financing statements and continuation statements have been duly filed that are necessary to create and maintain the lien and security interest of the Indenture Trustee in the Collateral and
reciting the details of such action, or (ii) no such action is necessary to create and maintain such lien and security interest. 
 (b)
On or before March 30th of each calendar year (or, if such day is not a Business Day, the next Business Day), beginning with March 30, 20[ ], the Issuer shall furnish to the Indenture Trustee
an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary to continue the lien and security interest of the Indenture Trustee in
the Collateral and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are 

  
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given, or (ii) no such action is necessary to continue such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing,
re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing
statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until March 31 in the following calendar year. 

Section 3.7 Performance of Obligations; Administration of the Transaction SUBI Assets. 

(a) The Issuer shall not take any action and shall use its reasonable efforts not to permit any action to be taken by others, including the
Administrator, that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination,
termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Documents or such other
instrument or agreement. 
 (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and
any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator, and the
Administrator has agreed, to assist the Issuer in performing its duties under this Indenture. 
 (c) The Issuer shall punctually perform and
observe all of its respective obligations and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Collateral, including filing or causing to be filed all UCC financing statements
and continuation statements required to be filed by the terms of this Indenture and the other Transaction Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the
Issuer, as a party to the Transaction Documents and as Holder of the Transaction SUBI Certificate, shall not amend any Transaction Document to which it is a party or any provision thereof other than in accordance with the amendment provisions set
forth in such Transaction Document. 
 Section 3.8 Negative Covenants. So long as any Notes are
Outstanding, the Issuer shall not: 
 (a) engage in any activities other than financing, acquiring, owning, pledging and managing the
Transaction SUBI Certificate and the other Collateral as contemplated by this Indenture and the other Transaction Documents; 
 (b) except as
expressly permitted herein or in the other Transaction Documents, sell, transfer, exchange or otherwise dispose of any of the assets of the Issuer; 

(c) claim any credit on or make any deduction from the principal or interest payable in respect of the Notes (other than amounts properly
withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate (other than taxes levied or
assessed in respect of amounts required to be deducted or withheld from the principal or interest payable in respect of the Notes); 

  
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 (d) permit (i) the validity or effectiveness of this Indenture to be impaired,
(ii) the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, (iii) any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby,
(iv) any Adverse Claim (other than Permitted Liens) to be created on or extend to or otherwise arise upon or burden the Trust Estate, any part thereof or any interest therein or the proceeds thereof or (v) except as otherwise provided in
the Transaction Documents, the lien of this Indenture not to constitute a valid first priority (other than with respect to any Permitted Lien) security interest in the Collateral; 

(e) incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the Transaction Documents; 

(f) except as otherwise permitted by the Transaction Documents, dissolve or liquidate in whole or in part; or 

(g) merge or consolidate with any other Person. 

Section 3.9 Annual Compliance Statement. 

(a) The Issuer shall deliver to the Indenture Trustee and each Rating Agency, on or before March 30th of each calendar year (or, if such day is not a Business Day, the next Business Day), beginning with March 30, 20[ ], an Officer’s Certificate stating, as to the Authorized Officer signing
such Officer’s Certificate, that: 
 (i) a review of the activities of the Issuer during such year (or since the Closing
Date, in the case of the first such Officer’s Certificate) and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and 

(ii) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied in all material
respects with all conditions and covenants under this Indenture throughout such year, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officer and the nature
and status thereof. 
 (b) The Issuer shall: 

(i) file with the Indenture Trustee, within 15 days after the Issuer is required (if at all) to file the same with the
Commission, copies of the annual reports and such other information, documents and reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) as the Issuer may be required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or such other reports required pursuant to Section 314(a)(1) of the TIA; 

  
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 (ii) file with the Indenture Trustee and the Commission in accordance with
rules and regulations prescribed from time to time by the Commission such other information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by
such rules and regulations; and 
 (iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit to all
Noteholders as required by Section 313(c) of the TIA) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this
Section 3.9(b) as may be required pursuant to rules and regulations prescribed from time to time by the Commission. 

(c) Delivery of such reports, information and documents to the Indenture Trustee is for informational purposes only and the Indenture
Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which
the Indenture Trustee is entitled to rely exclusively on Officer’s Certificates). 
 (d) Unless otherwise determined by the Issuer, the
Issuer shall have the same fiscal year as the Servicer. As of the date hereof, the fiscal year of the Issuer shall end on December 31st. 

Section 3.10 Restrictions on Certain Other Activities. Except as otherwise provided in the Transaction
Documents, the Issuer shall not: (i) engage in any activities other than financing, acquiring, owning, pledging and managing the Transaction SUBI Certificate and the other Collateral in the manner contemplated by the Transaction Documents;
(ii) issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness other than the Notes; (iii) make any loan, advance or credit to, guarantee (directly or indirectly or by an instrument having the
effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of,
own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person; or (iv) make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty). 

Section 3.11 Notice of Indenture Defaults. The Issuer shall promptly deliver to the Indenture Trustee
and each Rating Agency written notice in the form of an Officer’s Certificate of any Indenture Default, its status and what action the Issuer is taking or proposes to take with respect thereto. 

Section 3.12 Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer shall
execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture. 

Section 3.13 Delivery of Transaction SUBI Certificate. On the Closing Date, the Issuer shall deliver
or cause to be delivered to the Indenture Trustee as security for its obligations hereunder, the Transaction SUBI Certificate. The Indenture Trustee shall take possession of the Transaction SUBI Certificate in New York and shall at all times during
the period of this Indenture maintain custody of the Transaction SUBI Certificate in New York. 

  
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 Section 3.14 Compliance with Laws. The Issuer shall
comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations
under the Notes, this Indenture or any other Transaction Document. 
 Section 3.15 Perfection
Representations. 
 (a) The representations, warranties and covenants set forth in Schedule I hereto shall be a part of this
Indenture for all purposes. 
 (b) Notwithstanding any other provision of this Indenture or any other Transaction Document, the perfection
representations contained in Schedule I hereto shall be continuing, and remain in full force and effect until such time as all obligations under this Indenture have been finally and fully paid and performed. 

(c) The parties to this Indenture: (i) shall not waive any of the perfection representations contained in Schedule I hereto; and
(ii) shall not waive a breach of any of the perfection representations contained in Schedule I hereto. 
 (d) The Issuer shall
provide the Rating Agencies with prompt written notice of any breach of the perfection representations contained in Schedule I hereto. 

Section 3.16 Exchange Act Filings. The Issuer hereby authorizes the Servicer and the Transferor, or
either of them, to prepare, sign, certify and file any and all reports, statements and information respecting the Issuer and/or the Notes required to be filed pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder. 
 ARTICLE IV 

SATISFACTION AND DISCHARGE 

Section 4.1 Satisfaction and Discharge of Indenture. This Indenture shall be discharged with respect to
the Collateral securing the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and
interest thereon, (d) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.11 and 3.13, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture
Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.2) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited
with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand and at the expense and on behalf of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when
(i) either (A) all Notes theretofore authenticated and delivered (other than (1) Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as 

  
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provided in Section 2.5 and (2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter
paid to the Persons entitled thereto or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture
Trustee for cancellation (1) have become due and payable, (2) shall become due and payable on the applicable Final Scheduled Payment Date within one year or (3) are to be called for redemption within one year under arrangements
satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or
caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States (that will mature prior to the date such amounts are payable), in trust for such purpose, in an amount
sufficient to pay and discharge the entire indebtedness on such Notes (including interest and any fees and expenses due and payable to the Owner Trustee and the Indenture Trustee) not theretofore delivered to the Indenture Trustee for cancellation,
when due, to the applicable Final Scheduled Payment Date for each Class, or to the Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1), as the case may be; (ii) the Issuer has paid
or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable requirements of
Section 11.1 and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with (and,
in the case of an Officer’s Certificate, stating that the Rating Agency Condition has been satisfied (provided, that such Officer’s Certificate need not state that the Rating Agency Condition has been satisfied if all amounts owing
on each Class of Notes have been paid or will be paid in full on the date of delivery of such Officer’s Certificate)). If any Notes are not surrendered for cancellation, any funds held by the Indenture Trustee or any Paying Agent for the
payment of any amount due with respect to any Notes after the Indenture Trustee has taken certain measures to locate the related Noteholders and those measures have failed, shall be distributed to the Certificateholder. 

Section 4.2 Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to
Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture. Such monies need not be segregated from other funds of the Indenture Trustee except to the extent
required herein or as required by law. 
 Section 4.3 Repayment of Monies Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon
demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.3 and such Paying Agent shall thereupon be released from all further liability with respect to such monies. 

  
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 ARTICLE V 

INDENTURE DEFAULT 

Section 5.1 Indenture Defaults. The occurrence and continuation of any one of the following events
(whatever the reason for such Indenture Default and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body) shall constitute an event of default under this Indenture (each, an “Indenture Default”): 
 (a) default
in the payment of any interest on any Note when the same becomes due, and such default shall continue for a period of five days or more; 

(b) default in the payment of principal of any Note at the related Final Scheduled Payment Date or the Redemption Date; 

(c) default in the observance or performance in any material respect of any material covenant or agreement of the Issuer made in this Indenture
(other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other
writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, which default or inaccuracy materially and adversely affects the interests of the
Noteholders, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 90 days after
there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by Noteholders representing at least a majority of the Outstanding Note Amount, written notice thereof
specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

(d) a Bankruptcy Event with respect to the Issuer; 

provided, however, that a delay in or failure of performance referred to under clauses (a), (b) or (c) above for a period of
120 days shall not constitute an Indenture Default if that delay or failure was caused by force majeure or other similar occurrence. 
 The
Issuer shall promptly deliver to the Indenture Trustee and each Rating Agency written notice in the form of an Officer’s Certificate of any Indenture Default, its status and what action the Issuer is taking or proposes to take with respect
thereto. 
 Subject to the provisions herein relating to the duties of the Indenture Trustee, if an Indenture Default occurs and is
continuing, the Indenture Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately
indemnified against the costs, expenses and liabilities that might be incurred by it in complying with such request. Subject to such provisions for indemnification and certain limitations 

  
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contained herein, Noteholders holding not less than a majority of the Outstanding Note Amount shall have the right to direct the time, method and place of conducting any proceeding or any remedy
available to the Indenture Trustee or exercising any trust power conferred on the Indenture Trustee, and Noteholders holding not less than a majority of the Outstanding Note Amount, voting together as a single Class, may, in certain cases, waive any
default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the Indenture that cannot be modified or amended without the waiver or consent of all of the holders of the
Outstanding Notes. 
 Section 5.2 Acceleration of Maturity; Waiver of Indenture Default. If an
Indenture Default specified in Section 5.1(a), (b) or (c) should occur and be continuing, the Indenture Trustee may, or if directed by the Noteholders representing not less than a majority of the
Outstanding Note Amount, voting together as a single Class, shall declare the principal of the Notes to be immediately due and payable. Upon such declaration, the Indenture Trustee shall promptly provide written notice to the Administrator. If an
Indenture Default specified in Section 5.1(d) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all Notes, and all other amounts payable hereunder, shall automatically become due and
payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Such acceleration may be rescinded by (x) in the case of an Indenture Default specified in Section 5.1(d),
Noteholders holding at least a majority of the Outstanding Note Amount, and (y) in the case of any other Indenture Default, Noteholders holding at least a majority of the Outstanding Note Amount, voting together as a single class, before a
judgment or decree for payment of the amount due has been obtained by the Indenture Trustee if (a) the Issuer has deposited with the Indenture Trustee an amount sufficient to pay (i) all interest on and principal of the Notes as if the
Indenture Default giving rise to such declaration had not occurred and (ii) all reasonable amounts previously advanced by the Indenture Trustee and its reasonable costs and expenses and (b) all Indenture Defaults (other than the nonpayment
of principal of the Notes that has become due solely by such acceleration) have been cured or waived. 
 If the Notes have been declared due
and payable following an Indenture Default, the Indenture Trustee may institute Proceedings to collect amounts due, exercise remedies as a secured party (including foreclosure or sale of the Collateral) or elect to maintain the Collateral and apply
the proceeds from the Collateral pursuant to Section 5.4(b). Any sale of the Collateral by the Indenture Trustee will be subject to the terms and conditions of Section 5.4. 

Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. 

(a) The Issuer covenants that if there is a default in the payment of (i) any interest on the Notes when the same becomes due and payable,
and such default continues for a period of five days or (ii) the principal of the Notes at the related Final Scheduled Payment or the Redemption Date, the Issuer shall, upon demand of the Indenture Trustee in writing as directed by Noteholders
holding not less than a majority of the Outstanding Note Amount, voting together as a single Class, pay to the Indenture Trustee, for the benefit of such Noteholders, the entire amount then due and payable on such Notes for principal and interest,
with interest on the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, 

  
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upon overdue installments of interest, at the applicable Interest Rate and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents, attorneys and counsel. 
 (b) In
case the Issuer shall fail forthwith to pay amounts described in Section 5.3(a) upon demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the
sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other
obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable. 
 (c) If an Indenture Default shall have occurred
and is continuing, the Indenture Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce
any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture
Trustee by this Indenture or by law. 
 (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any
Person having or claiming an ownership interest in the Collateral, Proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy
or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the
Issuer or other obligor upon the Notes, or to the property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: 

(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes
and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and
their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances and disbursements made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of
negligence or bad faith) and of the Noteholders allowed in such Proceedings; 

  
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 (ii) unless prohibited by applicable law and regulations, to vote on behalf
of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; 

(iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all
amounts received with respect to the claims of the Noteholders and the Indenture Trustee on their behalf; and 
 (iv) to file
such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property;

 and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each Noteholder to make
payments to the Indenture Trustee and, in the event the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to
the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred and all advances and disbursements made by the Indenture Trustee and each predecessor
Indenture Trustee except as a result of its own willful misconduct, negligence or bad faith, and any other amounts due the Indenture Trustee under Section 6.7. 

(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder or to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote
for the election of a trustee in bankruptcy or similar Person. 
 (f) All rights of action and of asserting claims under this Indenture, or
under the Notes, may be enforced by the Indenture Trustee without the possession of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall
be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, advances, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their
respective agents, attorneys and counsel shall be for the ratable benefit of the Noteholders in respect of which such judgment has been recovered. 

(g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this
Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings. 

  
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 Section 5.4 Remedies; Priorities. 

(a) If an Indenture Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to
Sections 5.2 and 5.5): 
 (i) institute Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes monies adjudged
due; 
 (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect
to the Collateral; 
 (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to
protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and 
 (iv) subject to
Section 5.17, after an acceleration of the maturity of the Notes pursuant to Section 5.2, sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or
private sales called and conducted in any manner permitted by law; 
 provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Indenture Default, unless (A) the Transferor elects to exercise its rights to purchase the Transaction SUBI Certificate pursuant to Section 9.4 of the Trust Agreement,
(B) the Noteholders holding 100% of the Outstanding Note Amount consent thereto, (C) the proceeds of such sale or liquidation are sufficient to discharge in full all amounts then due and unpaid upon all Outstanding Notes at the date of
such sale or (D) there has been an Indenture Default described in Section 5.1(a) or (b) and the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the
payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable and the Indenture Trustee obtains the consent of Noteholders holding not less than
66-2/3% of the Outstanding Note Amount, voting together as a single Class; provided, further, that the Indenture Trustee may not sell the Trust Estate unless it shall first have obtained an
Opinion of Counsel (at the expense of the Issuer) that such sale will not cause the Origination Trust or an interest therein or portion thereof or the Issuer to be classified as an association or a publicly traded partnership taxable as a
corporation for U.S. federal income tax purposes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) of the preceding sentence, the Indenture Trustee may but need not obtain (at the expense of the Issuer) and
rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. 

(b) After an acceleration of the maturity of the Notes pursuant to Section 5.2, the Indenture Trustee shall pay out
money or property held as Collateral (including available monies on deposit in the Reserve Account [and the Risk Retention Reserve Account] and any money or property collected pursuant to this Article upon sale of the Trust Estate) and deposited in
the Collection Account in accordance with the following priorities: 

  
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 (i) first, pro rata, to the Indenture Trustee, the SUBI Trustee and
the Owner Trustee, for any accrued and unpaid fees, expenses and indemnity payments pursuant to the terms of this Indenture, the Origination Trust Agreement or the Trust Agreement, as applicable, which have not been previously paid, without any cap
on the payment of such amounts; 
 (ii) second, to the Asset Representations Reviewer, for any accrued and unpaid
fees, expenses and indemnity payments pursuant to the terms of the Asset Representations Review Agreement which have not been previously paid; provided, however, that the amounts payable to the Asset Representations Reviewer pursuant
to this clause (ii) are limited to $[ ] per annum in the aggregate; 
 (iii) third, to the Servicer (or any
predecessor Servicer, if applicable), for reimbursement of all outstanding Advances [, except that Available Funds from the Risk Retention Reserve Account may not be used for this purpose]; 

(iv) fourth, pro rata, to the Servicer, the Servicing Fee, together with any unpaid Servicing Fees in respect of one or
more prior Collection Periods, and to the Administrator, the Administration Fee, together with any unpaid Administration Fees in respect of one or more prior Collections Periods [, except that Available Funds from the Risk Retention Reserve Account
may not be used for this purpose]; 
 (v) fifth, pro rata, to the Noteholders, an amount equal to the Accrued Note
Interest; 
 (vi) sixth, to the Holders of the Class A-1 Notes, in
respect of principal thereof until the Class A-1 Notes have been paid in full; 

(vii) seventh, to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, in respect of principal thereof, on a pro rata basis (based on the Outstanding Note Amount of each Class on such
Payment Date) until the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes have been paid in full; 

(viii) eighth, to the Asset Representations Reviewer for any accrued and unpaid fees, expenses and indemnity payments
not previously paid; and 
 (ix) ninth, any remaining funds shall be distributed to or at the direction of the
Certificateholder. 
 (c) The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this
Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid. 

  
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 Prior to an acceleration of the Notes after an Indenture Default, if the Indenture Trustee
collects any money or property pursuant to this Article V, such amounts shall be deposited into the Collection Account and distributed in accordance with Section 8.4 hereof. 

Section 5.5 Optional Preservation of the Transaction SUBI Assets. If the Notes have been declared to
be due and payable under Section 5.2 following an Indenture Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless directed to sell pursuant to
Section 9.4 of the Trust Agreement, but need not, elect to maintain possession of the Trust Estate and continue to apply the proceeds thereof in accordance with Section 5.4(b). It is the intent of
the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such intent into account when determining whether or not to maintain
possession of the Collateral. In determining whether to maintain possession of the Collateral, the Indenture Trustee may but need not obtain (at the expense of the Issuer) and rely upon an opinion of an Independent investment banking or accounting
firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose. 

Section 5.6 Limitation of Suits. 

(a) No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Noteholder previously has given to the Indenture Trustee written notice of a continuing Indenture Default, (ii) Noteholders holding not less than 25%
of the Outstanding Note Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Indenture Default in its own name as Indenture Trustee, (iii) such Noteholder has offered the Indenture Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request, (iv) the Indenture Trustee has for 60 days after its receipt of notice, request and offer of indemnity failed to institute such
Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by Noteholders holding a majority of the Outstanding Note Amount.

 No Noteholder or group of Noteholders shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholder or to enforce any right under this Indenture, except in the manner herein provided.

 In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of
Noteholders, each representing less than a majority of the Outstanding Note Amount, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. 

  
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 (b) No Noteholder shall have any right to vote except as provided pursuant to this Indenture
and the Notes, nor any right in any manner to otherwise control the operation and management of the Issuer. However, in connection with any action as to which Noteholders are entitled to vote or consent under this Indenture and the Notes, the Issuer
may set a record date for purposes of determining the identity of Noteholders entitled to vote or consent in accordance with Section 316(c) of the TIA. 

Section 5.7 Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other
provision in this Indenture, any Noteholder shall have the right to receive payment of the principal of and interest on, if any, such Note on or after the respective due dates thereof expressed in such Note or this Indenture (or, in the case of
redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment in accordance with Section 5.6, and such right shall not be impaired without the consent of such Noteholder. 

Section 5.8 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has
instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or such Noteholder, then and in every such
case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had been instituted. 
 Section 5.9
Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law, in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise shall not prevent
the concurrent assertion or employment of any other appropriate right or remedy. 
 Section 5.10 Delay or
Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Indenture Default shall impair any such right or remedy or constitute a waiver of any such
Default or Indenture Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture
Trustee or by the Noteholders, as the case may be. 
 Section 5.11 Control by Noteholders. Subject
to the provisions of Sections 5.4, 5.6, 6.2(d) and 6.2(e), Noteholders holding not less than a majority of the Outstanding Note Amount shall have the right to direct the time, method and place of conducting any Proceeding
for any remedy available to the Indenture Trustee with respect to the Notes or with respect to the exercise of any trust or power conferred on the Indenture Trustee, provided that: 

(a) such direction shall not be in conflict with any rule of law or this Indenture; 

  
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 (b) except as otherwise permitted by Section 5.4, any direction to
the Indenture Trustee to sell or liquidate the Trust Estate shall be made by Noteholders holding not less than 100% of the Outstanding Note Amount; 

(c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the
Trust Estate pursuant to such Section, and except in the case of a sale of the Trust Estate pursuant to Section 9.2 of the Trust Agreement, then any direction to the Indenture Trustee by Noteholders holding less than 100%
of the Outstanding Note Amount to sell or liquidate the Trust Estate shall be of no force and effect; and 
 (d) the Indenture Trustee may
take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. 
 Notwithstanding the rights of
Noteholders set forth in this Section, subject to Section 6.1, the Indenture Trustee need not take any action it determines might expose it to personal liability or might materially adversely affect or unduly prejudice the
rights of any Noteholders not consenting to such action. 
 Section 5.12 Waiver of Past Defaults.
Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, Noteholders holding not less than a majority of the Outstanding Note Amount, voting together as a single Class, may, by
written notice to the Issuer and the Indenture Trustee, waive any past Indenture Default and its consequences except an Indenture Default (i) in payment of principal of or interest on the Notes or (ii) in respect of a covenant or provision
hereof that cannot be modified or amended without the consent of each Noteholder. In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively,
but no such waiver shall extend to any subsequent or other Indenture Default or impair any right consequent thereto. 
 Upon any such
waiver, such Indenture Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Indenture Default arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this
Indenture, but no such waiver shall extend to any prior, subsequent or other Indenture Default or impair any right consequent thereto. 

Section 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Noteholder by such
Noteholder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any
action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant, but the provisions of this Section shall not apply to (i) any suit instituted
by the Indenture Trustee, (ii) any suit instituted by any Noteholder or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Note Amount or (iii) any suit instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or after the related due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date). 

  
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 Section 5.14 Waiver of Stay or Extension Laws. The
Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture, and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not
hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 

Section 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the
Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the
Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer. Any money or
property collected by the Indenture Trustee shall be applied in accordance with Section 5.4(b), if the maturity of the Notes has been accelerated pursuant to Section 5.2, or
Section 8.4, if the maturity of the Notes has not been accelerated. 
 Section 5.16
Performance and Enforcement of Certain Obligations. 
 (a) Promptly following a request from the Indenture Trustee to do so,
the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement and the
Transaction SUBI Servicing Supplement, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with each such agreement to the extent and in
the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Servicer thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance by the
Servicer of its obligations under the Servicing Agreement. 
 (b) If an Indenture Default has occurred and is continuing, the Indenture
Trustee may, and at the direction (which direction shall be in writing) of Noteholders holding not less than a majority of the Outstanding Note Amount, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the
Transferor and the Servicer under or in connection with the Servicing Agreement or any other Transaction Document, including the right or power to take any action to compel or secure performance or observance by the Transferor or the Servicer of
each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under such Transaction Document, and any right of the Issuer to take such action shall be suspended. 

  
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 Section 5.17 Sale of Collateral. If the Indenture
Trustee acts to sell the Collateral or any part thereof, pursuant to Section 5.4(a), the Indenture Trustee shall publish a notice in an Authorized Newspaper stating that the Indenture Trustee intends to effect such a sale
in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. Following such publication, the Indenture Trustee shall, unless otherwise prohibited by applicable law from any such
action, sell the Collateral or any part thereof, in such manner and on such terms as provided above to the highest bidder, provided, however, that the Indenture Trustee may from time to time postpone any sale by public announcement made at the time
and place of such sale. The Indenture Trustee shall give notice to the Transferor and Servicer of any proposed sale, and the Transferor, the Servicer or any Affiliate thereof shall be permitted to bid for the Collateral at any such sale. The
Indenture Trustee may obtain a prior determination from a conservator, receiver or trustee in bankruptcy of the Issuer that the terms and manner of any proposed sale are commercially reasonable. The power to effect any sale of any portion of the
Collateral pursuant to Section 5.4 and this Section 5.17 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until
the entire Collateral shall have been sold or all amounts payable on the Notes shall have been paid. 
 ARTICLE VI 

THE INDENTURE TRUSTEE 

Section 6.1 Duties of Indenture Trustee. 

(a) If an Indenture Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and shall use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. 

(b) Except during the continuance of an Indenture Default: 

(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and 

(ii) the Indenture Trustee may conclusively rely in good faith on its part, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof
are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate
the accuracy of mathematical calculations or other facts stated therein). 

  
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 (c) The Indenture Trustee shall not be relieved from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct, except that: 
 (i) this paragraph does not limit the effect
of paragraph (b) of this Section 6.1; 
 (ii) the Indenture Trustee shall not be liable for
any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and 

(iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 5.11. 
 (d) Every provision of this Indenture that
in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Section 6.1. 

(e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing
with the Issuer. 
 (f) Money held in trust by the Indenture Trustee need not be segregated from other funds of the Indenture Trustee except
to the extent required by law or the terms of this Indenture or any other Transaction Document to which the Indenture Trustee is a party. 

(g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or indemnity reasonably satisfactory to it against such risk or
liability is not reasonably assured to it. 
 (h) Every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to the provisions of this Section. 
 (i) The Indenture Trustee shall not be
deemed to have knowledge of any Indenture Default or other event unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or has received written notice thereof in accordance with the provisions of this Indenture or any
other Transaction Document. 
 (j) Nothing contained herein shall be deemed to authorize the Indenture Trustee to engage in any business
operations or any activities other than those set forth in this Indenture. Specifically, the Indenture Trustee shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Trust
Estate under this Indenture or otherwise vary the assets held by the Issuer. Similarly, the Indenture Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of the
Issuer as set forth in this Indenture. 

  
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 Section 6.2 Rights of Indenture Trustee. 

(a) The Indenture Trustee may conclusively rely and shall be protected in acting upon or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The
Indenture Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Indenture Trustee acts or refrains from
acting, it may require an Officer’s Certificate (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such
Officer’s Certificate or Opinion of Counsel. 
 (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrator,
any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian or nominee appointed with due care by it
hereunder. 
 (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith that it reasonably
believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. 

(e) The Indenture Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel with respect to legal matters
relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such
counsel. 
 (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or
to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture or to honor the request or direction of any of the Noteholders pursuant to this Indenture unless such Noteholders shall have offered to the
Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such
request or direction. 
 (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Notes evidencing not less than a majority of the
Outstanding Note Amount; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such


  
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investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may
require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of each such investigation shall be paid by the Person making such request, or, if paid by the Indenture Trustee, shall be
reimbursed by the Person making such request upon demand. 
 (h) Any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request. 
 Section 6.3 Individual Rights of Indenture Trustee.
Subject to Section 310 of the TIA, the Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes. The Indenture Trustee may deal with the Transferor, the Owner Trustee, the Administrator and their
respective Affiliates in banking transactions with the same rights it would have if it were not Indenture Trustee, and the Transferor, the Owner Trustee, the Administrator and their respective Affiliates may maintain normal commercial banking and
investment banking relationships with the Indenture Trustee and its Affiliates. Any Paying Agent, Note Registrar, co-registrar, co-paying agent, co-trustee or separate trustee may do the same with like rights. The Indenture Trustee must, however, comply with Section 6.11. 

Section 6.4 Indenture Trustee’s Disclaimer. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Trust Estate or the Notes, shall not be accountable for the Issuer’s use of the proceeds from the Notes and shall not be responsible
for any statement in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes, all of which shall be taken as the statements of the Issuer, other than the Indenture Trustee’s certificate of
authentication. 
 Section 6.5 Notice of Defaults. If an Indenture Default occurs and is continuing,
and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall send to each Noteholder and the Administrator notice of such Indenture Default within 90 days after it occurs. Except in the case of an Indenture
Default with respect to payment of principal of or interest on any Note (including payments pursuant to the redemption of Notes), the Indenture Trustee may withhold such notice if and so long as a Responsible Officer in good faith determines that
withholding such notice is in the interests of the Noteholders. 
 Section 6.6 Reports by Indenture Trustee
to Noteholders. The Indenture Trustee, at the expense of the Issuer, shall deliver to each Noteholder, not later than the latest date permitted by law, such information as may be reasonably requested (and reasonably available to the
Indenture Trustee) to enable such Holder to prepare its federal and state income tax returns. 
 Section 6.7
Compensation and Indemnity. The Issuer shall cause the Administrator to agree to (i) pay to the Indenture Trustee from time to time such compensation as the Issuer, the Administrator and the Indenture Trustee shall from time to
time agree in writing for services rendered by the Indenture Trustee hereunder in accordance with a fee letter between the Administrator and the Indenture Trustee, (ii) reimburse the Indenture Trustee for all reasonable expenses, advances and
disbursements reasonably incurred by it in connection with the 

  
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performance of its duties as Indenture Trustee and (iii) indemnify the Indenture Trustee for, and hold it harmless against, any and all loss, liability or expense (including reasonable
attorneys’ fees) incurred by it in connection with the administration of the Issuer or the performance of its duties as Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of
an express trust. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer
or the Administrator of its obligations hereunder. The Issuer shall, or shall cause the Administrator to agree to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to
agree to, pay the fees and expenses of such counsel. The Indenture Trustee shall not be indemnified by the Administrator, the Issuer, the Transferor or the Servicer against any loss, liability or expense incurred by it through its own willful
misconduct, negligence or bad faith, except that the Indenture Trustee shall not be liable (i) for any error of judgment made by it in good faith unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts,
(ii) with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of this Indenture and (iii) for interest on any money received by it
except as the Indenture Trustee and the Issuer may agree in writing. 
 The compensation and indemnity obligations to the Indenture Trustee
pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of an Indenture Default set forth in Section 5.1(d) with respect to the Issuer, the
expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law. 

Section 6.8 Removal, Resignation and Replacement of Indenture Trustee. The Indenture Trustee may
resign at any time by so notifying the Issuer, the Servicer and the Administrator. The Noteholders holding at least a majority of the Outstanding Note Amount, voting as a single Class, may remove the Indenture Trustee without cause by so notifying
the Indenture Trustee, the Servicer and the Issuer, and following that removal may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: 

(i) the Indenture Trustee fails to comply with Section 6.11; 

(ii) a court having jurisdiction in the premises in respect of the Indenture Trustee in an involuntary case or proceeding under
federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver,
liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the winding up or liquidation of the Indenture
Trustee’s affairs, provided any such decree or order shall have continued unstayed and in effect for a period of 30 consecutive days; 

  
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 (iii) the Indenture Trustee commences a voluntary case under any federal or
state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, conservator, sequestrator or other similar official for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay
its debts as such debts become due or takes any corporate action in furtherance of any of the foregoing; or 
 (iv) the
Indenture Trustee otherwise becomes incapable of acting. 
 Upon the resignation or required removal of the Indenture Trustee, or the
failure of the Noteholders to appoint a successor Indenture Trustee following the removal without cause of the Indenture Trustee (the Indenture Trustee in any such event being referred to herein as the retiring Indenture Trustee), the Issuer shall
promptly appoint a successor Indenture Trustee which satisfies the requirements set forth in Section 6.11. 
 A
successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and the successor
Indenture Trustee, without any further act, deed or conveyance, shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall send a notice of its succession to Noteholders. The
retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. 
 If a
successor Indenture Trustee does not take office within 45 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or Noteholders holding not less than a majority of the Outstanding Note Amount may
petition any court of competent jurisdiction (at the expense of the Issuer) for the appointment of a successor Indenture Trustee. 
 If the
Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. 

Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this
Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the
Indenture Trustee pursuant to this Section, the retiring Indenture Trustee shall be entitled to payment or reimbursement of such amounts as such Person is entitled pursuant to Section 6.7. 

  
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 Section 6.9 Successor Indenture Trustee by Merger.
If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to another corporation or depository institution the resulting, surviving or transferee corporation,
without any further act, shall be the successor Indenture Trustee; provided, that such corporation or depository institution shall be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide
the Administrator prior written notice of any such transaction. 
 In case at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture, the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any
predecessor trustee and deliver such Notes so authenticated, and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Indenture Trustee. 
 Section 6.10 Appointment of
Co-Trustee or Separate Trustee. 
 (a) Notwithstanding any other provisions of
this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and
may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any
part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate or any part hereof and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after it received a request that it so join, the
Indenture Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under
Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. 

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act
subject to the following provisions and conditions: 
 (i) all rights, powers, duties and obligations conferred or imposed
upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being intended that such separate trustee
or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be
performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; 

  
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 (ii) no separate trustee or
co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and 

(iii) the Indenture Trustee and the Administrator may at any time accept the resignation of or remove any separate trustee or co-trustee. 
 (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to
have been given to each of the then-separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested
with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture and specifically including every provision
of this Indenture relating to the conduct of, affecting the liability of or affording protection to the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee and a copy thereof given to the Administrator. 

(d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, then all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the
Indenture Trustee to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee or
co-trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture. 

Section 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the
requirements of Section 310(a) and (b) of the TIA and shall in addition have (a) a combined capital and surplus of at least $50,000,000 (as set forth in its most recent published annual report of condition) and (b) a long-term debt rating of “A” or better by each Rating Agency or otherwise satisfy the Rating Agency Condition. Neither the Issuer nor any Affiliate of the Issuer may serve as Indenture Trustee. 

Section 6.12 Trustee as Holder of Transaction SUBI Certificate. Following the occurrence and
continuation of an Indenture Default, to the extent that the Issuer has rights as a Holder of the Transaction SUBI Certificate, including rights to distributions and notice, or is entitled to consent to any actions taken by the Transferor, the
Issuer may initiate such action or grant such consent only with consent of the Indenture Trustee at the direction of the Noteholders of not less than a majority of the Outstanding Note Amount. Following the occurrence and continuation of an
Indenture Default, the Indenture Trustee shall exercise rights as a Holder of the Transaction SUBI Certificate or the right to consent or withhold consent with respect to actions taken by the Transferor or the Issuer, upon the written direction of
Holders of a majority of the Outstanding Note Amount; provided, however, that any direction to the Indenture Trustee to remove or replace the Servicer upon a Servicer Default shall be made by Noteholders holding not less than 66-2/3% of the Outstanding Note Amount. 

  
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 Section 6.13 Representations and Warranties of Indenture
Trustee. The Indenture Trustee hereby makes the following representations and warranties on which the Issuer and Noteholders shall rely: 

(i) the Indenture Trustee is a [national banking association duly organized, validly existing and in good standing under the
laws of the United States of America]; and 
 (ii) the Indenture Trustee has full power, authority and legal right to
execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture. 

Section 6.14 Furnishing of Documents. The Indenture Trustee shall furnish to any Noteholder promptly
upon receipt of a written request by such Noteholder (at the expense of the requesting Noteholder) therefor, duplicates or copies of all reports, notices, requests, demands, certificates and any other instruments furnished to the Indenture Trustee
under the Transaction Documents. 
 Section 6.15 Preferential Collection of Claims Against the
Issuer. The Indenture Trustee shall comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. Any Indenture Trustee who has resigned or been removed shall be subject to
Section 311(a) of the TIA to the extent indicated therein. 
 ARTICLE VII 

NOTEHOLDERS’ LISTS AND REPORTS 

Section 7.1 Issuer to Furnish Indenture Trustee Noteholder Names and Addresses. The Issuer shall
furnish or cause to be furnished to the Indenture Trustee (i) not more than five days after each Record Date a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Noteholders as of such Record
Date and (ii) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list
is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar or the Notes are issued as Book-Entry Notes, no such list shall be required to be furnished to the Indenture
Trustee. 
 Section 7.2 Preservation of Information; Communications to Noteholders. 

(a) The Indenture Trustee shall preserve in as current a form as is reasonably practicable the names and addresses of the Noteholders contained
in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may
destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar or the Notes are issued as Book-Entry Notes, no such list shall be required to be preserved or maintained. 

  
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 (b) The Noteholders may communicate pursuant to Section 312(b) of the TIA with other
Noteholders regarding their rights under this Indenture or under the Notes. 
 (c) The Issuer, the Indenture Trustee and the Note Registrar
shall have the protection of Section 312(c) of the TIA. 
 (d) (i) An Investor may send a request to the Transferor at any time
notifying the Transferor that such Investor would like to communicate with other Investors with respect to an exercise of their rights under the terms of the Transaction Documents. Each request must include (i) the name of the Investor making
the request, (ii) a statement to the effect that such Investor is interested in communicating with other Investors with regard to the possible exercise of rights under the Transaction Documents and (iii) a description of the method other
Investors may use to contact the requesting Investor. Additionally, in the case of such requesting Noteholder, the Transferor may require such Noteholder to provide Verification Documents. An Investor that delivers a request under this
Section 7.2(d) shall be deemed to have certified to the Issuer and the Servicer that its request to communicate with other Investors relates solely to a possible exercise of rights under the Transaction Documents and will
not be used for other purposes. 
 (ii) The Issuer shall include in each monthly distribution report on Form 10-D any request that complies with the requirements of Section 7.2(d)(i) hereof received during the related Collection Period from an Investor to communicate with other Investors related
to the Investors exercising their rights under the terms of the Transaction Documents. The Issuer shall include in any such monthly distribution report on Form 10-D (i) the name of the Investor making the
request, (ii) the date that the request was received, (iii) a statement to the effect that the Issuer has received a request from such Investor stating that such Investor is interested in communicating with other Investors with regard to
the possible exercise of rights under the Transaction Documents and (iv) a description of the method other Investors may use to contact the requesting Investor. 

Section 7.3 Reports by Indenture Trustee. If required by Section 313(a) of the TIA, within 60
days after each March 31, beginning with March 31, 20[ ], the Indenture Trustee shall mail to each Noteholder and shall file with the Commission as required by Sections 313(c) and 313(d) of the TIA, respectively, a brief report dated as of
such date that complies with Section 313(a) of the TIA. The Indenture Trustee also shall comply with Section 313(b) of the TIA. 

Section 7.4 Noteholder Demand for Repurchase; Dispute Resolution. 

(a) If an Investor becomes aware of a breach of VCI’s representations and warranties in Section 2.3(b) of the SUBI Sale Agreement
that would require VCI to cause a Unit to be reallocated to the UTI Portfolio pursuant to Section 2.3(c) of the SUBI Sale Agreement, such Investor (the “Requesting Investor”) may, by written notice to the Indenture Trustee,
direct the Indenture Trustee to notify VCI of such breach and request that VCI cause the related Transaction Unit to be reallocated to the UTI Portfolio. Any such written notice to the Indenture Trustee shall identify the Transaction Unit, as well
as the related breach of representation or 

  
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warranty. If the Requesting Investor is a Note Owner, then each written notice from such Requesting Investor must be accompanied by Verification Documents. Upon receipt of any written notice of a
repurchase request that complies with the requirements of this Section 7.4, the Indenture Trustee shall forward such written notice to VCI and request that VCI cause the related Transaction Unit to be reallocated to the UTI Portfolio pursuant
to Section 2.3(c) of the SUBI Sale Agreement. For the avoidance of doubt, following delivery of such notice and request to VCI, the Indenture Trustee shall have no responsibility or liability for the decision by VCI with respect to such
Transaction Unit. 
 (b) If a Requesting Investor directs the Indenture Trustee to request the reallocation of a Transaction Unit pursuant to
clause (a) above, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Investor within 180 days of the receipt of notice of the request by VCI, the Indenture Trustee shall, at the
direction of such Requesting Investor, refer the matter to either mediation or arbitration pursuant to Section 11.27. The Requesting Investor shall instruct the Indenture Trustee as to the selection of mediation or
arbitration as the means of dispute resolution. 
 Section 7.5 Asset Review Voting. 

(a) If the Delinquency Percentage on any Payment Date exceeds the Delinquency Trigger, then Investors holding at least 5% of the aggregate
Outstanding Note Amount (the “Instituting Noteholders”) may elect to initiate a vote to determine whether the Asset Representations Reviewer shall conduct an Asset Review by giving written notice to the Indenture Trustee of their
desire to institute such a vote within 90 days from the filing of the Form 10-D that discloses that the Delinquency Percentage exceeded the Delinquency Trigger; provided, however, that the failure of any
Investor to institute such a vote shall not preclude such Investor from pursuing dispute resolution pursuant to Section 11.27. If any of the Instituting Noteholders is not a Noteholder as reflected on the Note Register, the
Indenture Trustee may require such Instituting Noteholder to provide Verification Documents to confirm that the Instituting Noteholder is, in fact, a Note Owner. If the Instituting Noteholders initiate a vote as described in clause (a), the
Indenture Trustee shall submit the matter to a vote of all Noteholders, which shall be through the Clearing Agency if the Notes are represented by Book-Entry Notes, and the Issuer shall notify Investors by the filing of a Form 10-D for the related Collection Period for which a vote has been called. The Indenture Trustee may set a Record Date for purposes of determining the identity of Investors entitled to vote in accordance with
Section 316(c) of the TIA. The vote will remain open until the 150th day after the filing of the Form 10-D that discloses that the Delinquency
Percentage exceeded the Delinquency Trigger. VCI and the Transferor shall be responsible for any expenses incurred in connection with such disclosure, the voting process and reimbursing any expenses incurred by the Indenture Trustee in connection
therewith. Abstaining from, voting in favor of, or voting against causing the Asset Representations Reviewer to conduct an Asset Review shall not preclude any Investor from pursuing dispute resolution pursuant to
Section 11.27. The “Noteholder Direction” shall be deemed to have occurred if Investors representing at least a majority of the voting Investors vote in favor of directing an Asset Review of the Subject
Leases by the Asset Representations Reviewer. Following the completion of the voting process, the next Form 10-D filed by the Issuer shall disclose whether or not a Noteholder Direction has occurred. 

  
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 (b) Within [five] business days of the date of the Noteholder Direction, the Indenture
Trustee shall send a Review Notice to VCI, the Transferor, the Servicer and the Asset Representations Reviewer directing the Asset Representations Reviewer to conduct an Asset Review of the Subject Receivables and specifying the applicable Review
Satisfaction Date. 
 (c) Notwithstanding clauses (a) and (b) of this Section 7.5, an Investor need not direct an Asset Review be
performed prior to (i) notifying (or directing the Indenture Trustee to notify) VCI of a breach of VCI’s representations and warranties in Section 2.3(b) of the SUBI Sale Agreement that would require VCI to cause a Transaction Unit to
be reallocated to the UTI Portfolio pursuant to Section 2.3(c) of the SUBI Sale Agreement or (ii) referring the matter, at its discretion, to either mediation or arbitration pursuant to Section 11.27. 

ARTICLE VIII 
 ACCOUNTS,
DISBURSEMENTS AND RELEASES 
 Section 8.1 Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable
by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the Collateral, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of
appropriate Proceedings. Any such action shall be without prejudice to any right to claim an Indenture Default under this Indenture and any right to proceed thereafter as provided in Article V. 

Section 8.2 Accounts. 

(a) There has been established and there shall be maintained an Eligible Account (initially at [ ]) in the name of the Indenture Trustee
until the Outstanding Note Amount is reduced to zero, which is designated as the “Reserve Account”. The Reserve Account shall be held for the benefit of the Noteholders, and shall bear a designation clearly indicating that the funds
on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. On or prior to the Closing Date,
the Issuer shall deposit (or cause to be deposited) an amount equal to the Targeted Reserve Account Balance into the Reserve Account. No checks shall be issued, printed or honored with respect to the Reserve Account. 

(b) There has been established and there shall be maintained an Eligible Account (initially at [ ]) in the name of the Indenture Trustee
until the Outstanding Note Amount is reduced to zero, which is designated the “Collection Account”. The Collection Account shall be held for the benefit of the Noteholders , and shall bear a designation clearly indicating that the
funds on deposit therein are held for the benefit of the Noteholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. No checks shall be issued,
printed or honored with respect to the Collection Account. 

  
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 (c) There has been established and there shall be maintained an Eligible Account (initially
at [ ]) which may be a sub-account of the Collection Account, in the name of the Indenture Trustee until the Outstanding Note Amount is reduced to zero, which is designated as the “Principal
Distribution Account.” The Principal Distribution Account shall be held for the benefit of the Noteholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The
Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. No checks shall be issued, printed or honored with respect to the Principal Distribution
Account. 
 (d) [There has been established and there shall be maintained an Eligible Account (initially at [ ]) in the name of the Indenture
Trustee until the Outstanding Note Amount is reduced to zero, which is designated as the “Risk Retention Reserve Account”. The Risk Retention Reserve Account shall be held for the benefit of the Noteholders, and shall bear a
designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Risk Retention Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount
has been reduced to zero. On or prior to the Closing Date, the Issuer shall deposit (or cause to be deposited) an amount equal to the Targeted Reserve Account Balance into the Risk Retention Reserve Account. No checks shall be issued, printed or
honored with respect to the Risk Retention Reserve Account.] 
 (e) All monies deposited from time to time in the Accounts pursuant to this
Indenture or the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral and shall be applied to the purposes herein provided. If any Account shall cease to be an Eligible Account, the Indenture Trustee, until
the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator in causing each Account to be moved to an institution at which it shall be an Eligible Account within 10 Business Days (or any longer period if the
Rating Agency Condition is satisfied with respect to such longer period) after becoming aware of the fact. 

Section 8.3 Servicer Certificate. 

(a) Prior to 11:00 a.m., New York City time, on each Determination Date, the Issuer shall cause the Servicer to agree to deliver to the
Indenture Trustee, the Issuer, the Administrator and each Paying Agent hereunder, a certificate (the “Servicer Certificate”) including, among other things, the following information with respect to the related Payment Date and the
related Collection Period: 
 (i) the amount of Collections for such Collection Period; 

  
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 (ii) the Accrued Class A-1 Note
Interest, the Accrued Class A-2 Note Interest, the Accrued Class A-3 Note Interest and the Accrued Class A-4 Note
Interest with respect to such Payment Date; 
 (iii) the Class A-1 Note Balance,
the Class A-2 Note Balance, the Class A-3 Note Balance and the Class A-4 Note Balance, in each case before giving
effect to payments on such Payment Date; 
 (iv) the amount of the Class A-1
Noteholders’ Interest Carryover Shortfall, Class A-2 Noteholders’ Interest Carryover Shortfall, Class A-3 Noteholders’ Interest Carryover
Shortfall and Class A-4 Noteholders’ Interest Carryover Shortfall, if any, on such Payment Date and the change in such amounts from the preceding Payment Date; 

(v) (A) the amount on deposit in the Reserve Account and the Targeted Reserve Account Balance, each as of the beginning and end
of the related Collection Period, (B) the amount to be deposited in the Reserve Account in respect of such Payment Date, if any, (C) the amount, if any, to be withdrawn from the Reserve Account on such Payment Date, (D) the balance on
deposit in the Reserve Account on such Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment Date and (E) the change in such balance from the immediately preceding Payment Date; 

(vi) the aggregate amount being paid on such Payment Date in respect of interest on and principal of each Class of Notes;

 (vii) the First Priority Principal Distribution Amount and the Regular Principal Distribution Amount for such Payment
Date; 
 (viii) the Note Factor as of the close of business on the last day of the Collection Period; 

(ix) the amount of Advances, if any, on such Payment Date; 

(x) the amount of any Payment Date Advance Reimbursement for such Collection Period; 

(xi) the amounts released to the Certificateholders on such Payment Date; 

(xii) the amount of the Servicing Fee to be paid to the Servicer with respect to such Collection Period and the amount of any
unpaid Servicing Fees and the amount of the Administration Fee to be paid to the Administrator for such Collection Period; 

  
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 (xiii) the aggregate amount of proceeds received by the Servicer, net of
reimbursable out-of-pocket expenses, in respect of a Lease which is a Defaulted Lease; 

(xiv) the amount of Cumulative Net Residual Losses and Cumulative Net Credit Losses through such Collection Period; 

(xv) amounts paid by the Issuer to the Indenture Trustee, the Owner Trustee, the Origination Trustees and the Asset
Representations Reviewer with respect to fees, expenses or indemnifications; 
 (xvi) the number and Securitization value of
the Delinquent Units as of the end of the related Collection Period; 
 (xvii) payment received on Included Units and
repurchases of Included Units; 
 (xviii) the aggregate Securitization Value of the Included Units, and the aggregate Base
Residual Value of the Included Units; 
 (xix) the number of Included Units at the beginning and at the end of such
Collection Period; 
 (xx) the number and Securitization Value of Vehicles turned-in
by Lessees at the end of the related lease terms; 
 (xxi) Pull-Ahead Amount paid to the Issuer during such Collection
Period; 
 (xxii) a summary of material modifications, extensions or waivers, if any, to terms of the Leases related to the
Included Units during such Collection Period, or since the Closing Date, if such modifications, extensions or waivers have become material over time; 

(xxiii) the payment amount for the repurchased Included Units in connection with material breaches of representations or
warranties related to eligibility criteria for the Eligible Units during such Collection Period; 
 (xxiv) the payment amount
for the repurchased Included Units in connection with a Postmaturity Term Extension; 
 (xxv) a summary of any material
breach by the Issuer of covenants contained in the SUBI Transfer Agreement and this Indenture; 
 (xxvi) the Delinquency
Percentage for the related Collection Period[; and] 
 (xxvii) the Delinquency Trigger for such Payment Date[; and] 

  
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 (xxviii) [notice of the occurrence of a Benchmark Transition Event and its
related Benchmark Replacement Date, the determination of a Benchmark Replacement, the making of any Benchmark Replacement Conforming Changes and the Benchmark rate for the related Interest Period;] 

(xxix) [the balance of the Risk Retention Reserve Account on the related Payment Date after giving effect to withdrawals to be
made on such Payment Date, if any; and] 
 (xxx) [the amount and application of any funds withdrawn from and the amount of
any deposit to the Risk Retention Reserve Account with respect to such Payment Date, if any]. 
 Each amount set forth pursuant to
clauses (ii), (iii), (vi) and (vii) above shall be expressed in the aggregate and as a dollar amount per $1,000 of the Initial Note Balance of a Note. 

(b) The Indenture Trustee shall have no duty or obligation to verify or confirm the accuracy of any of the information or numbers set forth in
the Servicer Certificate delivered to the Indenture Trustee in accordance with this Section, and the Indenture Trustee shall be fully protected in relying upon such Servicer Certificate. 

Section 8.4 Disbursement of Funds. 

(a) On each Payment Date prior to an acceleration of the maturity of the Notes pursuant to Section 5.2, prior to 1:00
p.m., New York City time, the Paying Agent, in accordance with the related Servicer Certificate and pursuant to the instructions of the Servicer, shall transfer from the Collection Account all Available Funds and shall apply such amount, in
accordance with the following priorities: 
 (i) first, to the Servicer, the Payment Date Advance Reimbursement [except that
Available Funds from the Risk Retention Reserve Account may not be used for this purpose]; 
 (ii) second, pro rata,
to the Servicer, the Servicing Fee, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods, and to the Administrator, the Administration Fee, together with any unpaid Administration Fees in respect of one or more
prior Collection Periods [except that Available Funds from the Risk Retention Reserve Account may not be used for this purpose]; 

(iii) third, pro rata, to the Indenture Trustee, the SUBI trustee, the Owner Trustee and the Asset
Representations Reviewer, required fees and expenses (including indemnification amounts) due and owing under the Transaction Documents which have not been previously paid, provided, that the amounts payable pursuant to this clause
(iii) will be limited to $[ ] per annum in the aggregate 

  
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 (iv) fourth, pro rata, to the Holders of the Notes, for
payment to each respective Class of Noteholders, an amount equal to the Accrued Class A-1 Note Interest, the Accrued Class A-2 Note Interest, the Accrued Class A-3 Note Interest and the Accrued Class A-4 Note Interest, for such Payment Date; 

(v) fifth, to the Principal Distribution Account, the First Priority Principal Distribution Amount for such Payment
Date, which amount shall be paid in the order of priority set forth in Section 8.4(b); 
 (vi)
sixth, to the Reserve Account, until the amount of funds in the Reserve Account is equal to the Targeted Reserve Account Balance; 

(vii) seventh, to the Principal Distribution Account, the Regular Principal Distribution Amount for such Payment Date,
if any, which will be allocated to pay principal on the Notes in the order of priority set forth in Section 8.4(b); 

(viii) eighth, pro rata, to pay any required fees or indemnification amounts due to the Indenture Trustee, the
SUBI Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to clause (iii) above to the extent not paid in such clause; and 

(ix) ninth, any remaining funds shall be distributed to or at the direction of the Certificateholder. 

(b) On each Payment Date, prior to 1:00 p.m., New York City time, the Paying Agent, in accordance with the related Servicer Certificate and
pursuant to the instructions of the Servicer, shall transfer from the Principal Distribution Account all amounts on deposit therein and shall distribute such amounts in the following order of priority: 

(i) first, to the Holders of the Class A-1 Notes in respect of principal,
until the Class A-1 Notes are paid in full; 
 (ii) second, to the
Holders of the Class A-2 Notes in respect of principal, until the Class A-2 Notes are paid in full; 

(iii) third, to the Holders of the Class A-3 Notes in respect of principal,
until the Class A-3 Notes are paid in full; and 
 (iv) fourth, to the
Holders of the Class A-4 Notes in respect of principal, until the Class A-4 Notes are paid in full. 

(c) To the extent that Available Funds for any Payment Date are insufficient to pay in full the amounts specified in clauses
(i) through (v) of Section 8.4(a) on any Payment Date (the “Available Funds Shortfall Amount”), the Indenture Trustee shall withdraw funds on deposit in the Reserve Account in accordance
with the related Servicer Certificate and pursuant to the instructions of the Servicer to make such payments. After giving effect to all payments set forth in the preceding sentence, funds shall also be withdrawn from the Reserve Account in
accordance with Section 8.4(d). 

  
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 (d) If on any Payment Date, after giving effect to all deposits to and withdrawals from the
Reserve Account, the amount on deposit in the Reserve Account exceeds the Targeted Reserve Account Balance, the Indenture Trustee shall distribute any such excess to or at the direction of the Certificateholder. Upon and after any such distributions
to the Certificateholder, the Noteholders shall have no further rights in, or claims to such amounts. 
 (e) On each Payment Date or
Redemption Date, from the amounts allocated therefor in accordance with Section 8.4(a) and Section 8.4(b), the Paying Agent shall duly and punctually distribute payments of principal and interest
on the Notes due and payable by check mailed to the Person whose name appears as the registered Holder of a Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date; provided,
however, that with respect to Notes registered on the Record Date in the name of the Clearing Agency or its nominee (initially, such nominee to be Cede & Co.), payments shall be made by wire transfer in immediately available funds to
the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that the Note be submitted for
notation of payment. Any reduction in the principal amount of any Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future Holders of any Note issued upon the
registration of transfer thereof or in exchange hereof or in lieu hereof, whether or not noted thereon. Amounts properly withheld under the Code by any Person from payment to any Noteholder of interest or principal shall be considered to have been
paid by the Indenture Trustee to such Noteholder for purposes of this Indenture. If funds are expected to be available pursuant to a notice delivered to the Indenture Trustee for payment in full of the remaining unpaid principal amount of the Notes
on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, shall notify each Person who was the registered Holder of a Note as of the Record Date preceding the most recent Payment Date or Redemption
Date by notice mailed within 30 days (and not less than 15 days) of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of the Note at the Corporate Trust Office of the
Indenture Trustee or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York. 
 (f)
On each Payment Date, the Indenture Trustee shall send by first class mail or other reasonable means (including, but not limited to, the posting on the Indenture Trustee’s website at [ ]) an unaudited report (which may be or may be based upon
the Servicer Certificate prepared by the Servicer) to each Person that was a Noteholder as of the close of business on the related Record Date (which shall be Cede & Co. as shown on the applicable Servicer Certificate as the nominee of DTC
unless Definitive Notes are issued under the limited circumstances described herein) and the Administrator (via electronic delivery in accordance with Section 11.4) setting forth the information provided in the Servicer
Certificate delivered in accordance with Section 8.3 with respect to such Payment Date and the related Collection Period. Note Owners may obtain copies of such reports upon a request in writing to the Indenture Trustee at
the Corporate Trust Office. The Indenture Trustee is obligated to notify the Noteholders in writing of any changes in the address or means of access to the Internet website where the reports are accessible. Assistance in using the Indenture
Trustee’s website may be obtained by calling the Indenture Trustee’s customer service desk at [ ]. 

  
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 (g) None of the Noteholders, the Indenture Trustee, the Owner Trustee, the SUBI Trustee, the
Asset Representations Reviewer, the Transferor, the Administrator or the Servicer shall be required to refund any amounts properly distributed or paid to them in accordance with this Indenture, regardless of whether there are sufficient funds on any
subsequent Payment Date to make in full distributions to the Noteholders. 
 Section 8.5 General Provisions
Regarding Accounts. 
 (a) All of the funds on deposit in the Reserve Account [, the Risk Retention Reserve Account] and the
Collection Account (if the Servicer is required to deposit collections in the Collection Account within two Business Days of identification) shall be invested and reinvested by the Indenture Trustee, until the Outstanding Note Amount has been
reduced to zero, at the direction of the Administrator, in Permitted Investments selected by the Administrator which mature no later than the Business Day before the Payment Date immediately succeeding the date of such investment. No such investment
shall be sold prior to maturity. Any investment earnings on amounts on deposit in the Reserve Account [, the Risk Retention Reserve Account] and Collection Account will be taxable to the Certificateholder (or, if the Transferor is the
Certificateholder and if the Transferor is a disregarded entity for tax purposes in the applicable jurisdictions, to VCI). Net investment earnings on any Account shall be deposited in such Account. 

(b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any
insufficiency in any Account resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on any such Permitted Investments issued by the Indenture
Trustee in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. 
 (c) If (i) the
Administrator shall have failed to give investment directions for any funds on deposit in the Reserve Account [, the Risk Retention Reserve Account] or Collection Account to the Indenture Trustee by 11:00 a.m., New York City time (or such other time
as may be agreed by the Administrator and the Indenture Trustee), on any Business Day or (ii) a Default or Indenture Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and
payable pursuant to Section 5.2 or (iii) if the Notes shall have been declared due and payable following an Indenture Default and amounts collected or received from the Collateral are being applied in accordance with
Section 5.5 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in investments that are Permitted Investments in accordance with
standing instructions most recently given by the Administrator. 

  
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 Section 8.6 Release of Collateral. 

(a) Subject to the payment of its fees and expenses under Section 6.7 and the satisfaction of the conditions set
forth in Section 4.1, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s
interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article shall be bound to ascertain
the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. 

(b) The Indenture Trustee shall, at such time as there are no Notes Outstanding, release any remaining portion of the Collateral that secured
the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Accounts. Such release shall include delivery to the Issuer or its designee of the Transaction SUBI Certificate
and release of the lien of this Indenture and transfer of dominion and control over the Accounts to the Issuer or its designee. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section only upon receipt
of an Issuer Request. 
 (c) Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial
interest in a Note, acknowledges that from time to time the Indenture Trustee shall release from the lien of this Indenture (or shall be deemed to automatically release from the lien of this Indenture without any further action) any Unit to be
reallocated from the Transaction SUBI Portfolio to the UTI Portfolio in accordance with Section 2.3 of the SUBI Sale Agreement or Section 7.12 of the Transaction SUBI Servicing Supplement. 

ARTICLE IX 

SUPPLEMENTAL INDENTURES 

Section 9.1 Supplemental Indentures Without Consent of Noteholders. 

(a) Except as provided in Section 9.2, without the consent of the Noteholders or any other Person, the Issuer and the
Indenture Trustee (when so directed by an Issuer Request), may enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or
for the purpose of modifying in any manner the rights of the Noteholders under this Indenture subject to satisfaction of the following conditions: (i) either (x) the Certificateholder or the Administrator delivers an Officer’s Certificate
or an Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the interest of the Noteholders or (y) the Rating Agency Condition is satisfied with respect to such
supplemental indenture and (ii) such action shall not, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee, (A) affect the treatment of the Notes as debt for U.S. federal income tax purposes, (B) be deemed to cause a
taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer, the Transferor or the Origination Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal
income tax purposes. Notwithstanding the foregoing, any supplement that materially and 

  
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adversely affects the interests of the Indenture Trustee, the Owner Trustee, the Servicer, the Certificateholders or the Administrator shall require the prior written consent of the Persons whose
interests are materially and adversely affected. The consent of the Servicer, the Certificateholders or the Administrator shall be deemed to have been given if the Issuer does not receive a written objection from such Person within 10 Business Days
after a written request for such consent shall have been given. 
 (b) It shall not be necessary for the consent of any Person pursuant to
this Section for such Person to approve the particular form of any proposed supplement, but it shall be sufficient if such Person consents to the substance thereof. 

(c) Prior to the execution of any supplemental indenture, the Issuer shall provide each Rating Agency with written notice of the substance of
such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuer shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Administrator, the Owner Trustee and the Indenture
Trustee. 
 (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any
further appropriate agreements and stipulations as may be therein contained. 
 (e) Promptly after the execution by the Issuer and the
Indenture Trustee of any supplemental indenture pursuant to this Section or Section 9.2, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided
by the Issuer) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such
supplemental indenture. 
 (f) [Notwithstanding anything in this Section 9.1,
in Section 9.2 or in any Transaction Document to the contrary, following the determination of a Benchmark Replacement, this Indenture (including Appendix A) may be amended by the Issuer without the consent
of the Indenture Trustee, the Noteholders or any other Person and without satisfying any other amendment provisions of this Indenture or any other Transaction Document in connection with any Benchmark Replacement, to make any Benchmark Replacement
Conforming Changes; provided, that the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed. For the avoidance of doubt, any Benchmark Replacement Conforming Changes in
any amendment to this Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any Benchmark Replacement Conforming Changes.] 

  
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 Section 9.2 Supplemental Indentures with Consent of
Noteholders. With the consent of Noteholders holding not less than a majority of the Outstanding Note Amount, voting as a single Class, the Issuer and the Indenture Trustee, when directed by an Issuer Request, may enter into one or more
indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Noteholders under this
Indenture; provided, that no supplemental indenture entered into under Section 9.1 or this Section shall, without the consent of the Noteholder of each Outstanding Note affected thereby and prior notice by the Issuer
to the Rating Agencies: 
 (a) [subject to the deemed effectiveness of any determination, decision or election made by the Issuer in
connection with a Benchmark Transition Event or a Benchmark Replacement as contained in Section 3.1(d),] change the Final Scheduled Payment Date of any Note, or reduce the principal amount thereof, the interest rate thereon
or the Redemption Price with respect thereto, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this
Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the
Redemption Date); 
 (b) reduce the percentage of the Outstanding Note Amount, the consent of the Noteholders of which is required for any
such supplemental indenture or the consent of the Noteholders of which is required for any waiver of compliance with provisions of this Indenture or Indenture Defaults hereunder and the consequences provided for in this Indenture; 

(c) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; 

(d) reduce the percentage of the Outstanding Note Amount required to direct the Indenture Trustee to direct the Issuer to sell the Trust Estate
pursuant to Section 5.4, if the proceeds of such sale would be insufficient to pay the Outstanding Note Amount plus accrued but unpaid interest on the Notes; 

(e) modify any provision of this Section in any respect adverse to the interests of the Noteholders except to increase any percentage specified
herein or to provide that certain additional provisions of this Indenture or the Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; 

(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or
principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes
contained herein; 

  
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 (g) permit the creation of any lien ranking prior to or on a parity with the lien of this
Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive any Noteholder of the security provided by
the lien of this Indenture; or 
 (h) impair the right to institute suit for the enforcement of payment as provided in
Section 5.7. 
 Section 9.3 Execution of Supplemental Indentures. In
executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to
Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and all conditions precedent to the execution
have been complied with. The Indenture Trustee may but shall not be obligated to enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or indemnities under this Indenture or otherwise.

 Section 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture
pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties,
liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 

Section 9.5 Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the
Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Notes. 
 ARTICLE X 

REDEMPTION OF NOTES 

Section 10.1 Redemption. 

(a) Pursuant to Section 9.4 of the Trust Agreement, the Transferor shall be permitted at its option to purchase the
interest in the Transaction SUBI evidenced by the Transaction SUBI Certificate from the Issuer on any Payment Date if the Outstanding Note Amount is less than or equal to 10% of the Initial Note Balance. The purchase price for the Transaction SUBI
Certificate shall equal the Optional Purchase Price, which amount shall be deposited by the Transferor into the Collection Account on the Redemption Date. In connection with an Optional Purchase, the Notes shall be redeemed on the Redemption Date in
whole, but not in part, for the Redemption Price. 

  
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 (b) If the Transferor exercises the Optional Purchase, on the Redemption Date, prior to 1:00
p.m., New York City time, the Paying Agent shall transfer the Redemption Price from the Collection Account to the Noteholders. 
 (c) If on
any Payment Date the amount on deposit in the Reserve Account and the amount of Available Funds after payment of the amounts set forth in clauses (i) through (v) of Section 8.4(a) is greater than or equal
to the balance of the Notes then outstanding, then such amount shall be used to redeem the then Outstanding Notes. On such Payment Date, (i) the Indenture Trustee shall, upon written direction from the Servicer, transfer all amounts on deposit
in the Reserve Account to the Collection Account, (ii) the Paying Agent shall transfer an amount equal to the Outstanding Note Amount to the Noteholders as the Redemption Price, and (iii) the Outstanding Notes shall be redeemed in whole,
but not in part, on such Payment Date. 
 (d) If the Notes are to be redeemed pursuant to Sections 10.1(a) and 10.1(b) or
Section 10.1(c), the Administrator or the Issuer shall provide at least 30 days’ prior notice of the redemption of the Notes to the Indenture Trustee and the Issuer, and the Indenture Trustee shall provide prompt (but
not later than 10 days prior to the applicable Redemption Date) notice thereof to the Noteholders. 
 Section 10.2
Form of Redemption Notice. Notice of redemption under Section 10.1 shall be given by the Indenture Trustee by first-class mail, postage prepaid, mailed to each Holder of
Notes as of the close of business on the Record Date preceding the applicable Redemption Date at such Holder’s address appearing in the Note Register. In addition, the Administrator shall notify each Rating Agency upon the redemption of the
Notes, pursuant to the Administration Agreement. 
 All notices of redemption shall state: 

(a) the Redemption Date; 
 (b)
the Redemption Price; 
 (c) that payments will be made only upon presentation and surrender of the Notes and the place where the Notes to be
redeemed are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.2); 

(d) that the Record Date otherwise applicable to the Redemption Date is not applicable; 

  
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 (e) that on the Redemption Date, the Redemption Price will become due and payable upon each
such Note and that interest thereon shall cease to accrue from and after the Redemption Date; and 
 (f) the CUSIP number (if applicable to
such Notes). 
 Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer.
Failure to give notice of redemption (or any defect therein) to any Noteholder shall not impair or affect the validity of the redemption of any Note. 

Section 10.3 Notes Payable on Redemption Date. The Notes to be redeemed shall, following notice of
redemption as required by Section 10.2, become due and payable on the Redemption Date at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the
Notes so redeemed for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. 

ARTICLE XI 

MISCELLANEOUS 

Section 11.1 Compliance Certificates and Opinions. 

(a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the
Indenture Trustee shall be entitled to receive from or on behalf of the Issuer (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied
with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, and (iii) in the case of conditions precedent compliance with which is subject to verification by
accountants, a certificate or opinion of an accountant that satisfies Section 314(c)(3) of the TIA. 
 Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture shall include: 
 (i) a statement that
each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; 

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (iii) a statement that, in the opinion of each such signatory, such
signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

  
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 (iv) a statement as to whether, in the opinion of each such signatory, such
condition or covenant has been complied with. 
 (b) In addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture: 
 (i) Prior to the deposit of any Collateral or other property or securities with the Indenture
Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each
Person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. 

(ii) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating
the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value of the property or securities to be
so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current calendar year of the Issuer, as set forth in the certificates delivered
pursuant to clause (i) above and this clause, is 10% or more of the Outstanding Note Amount, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the
related Officer’s Certificate is less than $25,000 or less than 1% of the Outstanding Note Amount. 
 (iii) Other than
as contemplated by Section 11.1(b)(v), whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying
or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person, the proposed release will not
impair the security under this Indenture in contravention of the provisions hereof. 
 (iv) Whenever the Issuer is required
to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent
Certificate as to the same matters, if the fair value of the property or securities and of all other property, or securities (other than property described in clauses (A) or (B) of Section 11.1(b)(v)) released from the
lien of this Indenture since the commencement of the then current calendar year, as set forth in the Officer’s Certificates required by clause (iii) above and this clause, equals 10% or more of the Outstanding Note Amount, but such
Officer’s Certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Outstanding Note
Amount. 

  
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 (v) Notwithstanding Section 2.9 or any other
provision of this Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose of the Collateral as and to the extent permitted or required by the Transaction Documents and (B) make cash payments out of the Accounts as and to
the extent permitted or required by the Transaction Documents. 
 Section 11.2 Form of Documents Delivered
to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents. 
 Any certificate or opinion of an Authorized Officer may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or
opinion of or representations by an officer or officers of the Servicer, the Administrator, the Transferor or the Issuer, stating that the information with respect to such factual matters is in the possession of the Servicer, the Administrator, the
Transferor or the Issuer. 
 Where any Person is required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the
Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency
of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article
VI. 
 Section 11.3 Acts of Noteholders. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are 

  
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delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section. 

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient. 
 (c) The ownership of Notes shall be proved by the Note Register. 

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind the Holder of
every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note. 
 Section 11.4 Notices. All demands, notices and communications
hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, by telecopier or electronic
mail, and addressed in each case as set forth on Schedule II hereto or at such other address as any party shall have provided to the other parties in writing. Delivery shall occur only upon receipt or reported tender of such communication by
an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder. 

Section 11.5 Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders
of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Note Register,
not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given. 

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver. 
 In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage
or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the
Indenture Trustee shall be deemed to be a sufficient giving of such notice. 

  
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 Where this Indenture provides for notice to each Rating Agency, failure to give such notice
shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute an Indenture Default. 

Section 11.6 Headings. The article and section headings hereof have been inserted for convenience of
reference only and shall not be construed to affect the meaning, construction or effect of this Indenture. 

Section 11.7 Successors and Assigns. All covenants and agreements in this Indenture and the Notes by
the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors. 

Section 11.8 Severability. In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 11.9 Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied,
shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders (and, with respect to Sections 8.3 and 8.4, the Certificateholders), any other party secured hereunder and any other Person with an
ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

Section 11.10 Legal Holidays. In any case where the date on which any payment is due shall not be a
Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which
nominally due, and no interest shall accrue for the period from and after any such nominal date. 
 Section 11.11
GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). 

Section 11.12 Counterparts. This Indenture may be executed in any number of counterparts, including in
counterparts executed via electronic signature, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature
page of this Indenture by electronic transmission shall be effective as delivery of a manually executed counterpart of this Indenture. 

  
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 Section 11.13 Recording of Indenture. If this
Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer accompanied by an Opinion of Counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture. 

Section 11.14 Trust Obligation; No Recourse. Each Noteholder or Note Owner, by acceptance of a Note,
or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or
under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee, the Transaction SUBI Trustee or the Owner Trustee in their respective individual capacities,
(ii) any Certificateholder or any other owner of a beneficial interest in the Issuer, (iii) the Servicer, the Administrator or the Origination Trust or (iv) any partner, owner, beneficiary, agent, officer, director, employee,
successor or assign of any Person described in clauses (i), (ii) and (iii) above, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee, the SUBI Trustee or the Owner Trustee
have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. 
 Section 11.15 No Petition. With
respect to each Bankruptcy Remote Party, each of the Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and
agrees that prior to the date which is one year and one day after payment in full of all obligations under each Financing (i) no such Person shall authorize such Bankruptcy Remote Party to commence a voluntary
winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of
its property or to consent to any such relief or to the appointment of or taking possession by any such official in any involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the
benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) no such Person shall commence or join with any other Person in commencing any Proceeding against such Bankruptcy Remote Party under any bankruptcy,
reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. 

Section 11.16 Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to
the contrary, (a) this instrument has been countersigned by [ ] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of
the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by [ ] but is made and intended for the purpose


  
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for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on [ ], individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) [ ] has made no investigation as to the accuracy or completeness of any
representations and warranties made by the Issuer in this Indenture, and (e) under no circumstances shall [ ] be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents. 

Section 11.17 TIA Incorporation and Conflicts. The provisions of Sections 310 through 317 of the TIA
that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the TIA, such required provision shall control. 

Section 11.18 Intent. 

(a) It is the intent of the Issuer that the Notes constitute indebtedness for all financial accounting purposes and the Issuer agrees and each
purchaser of a Note (by virtue of the acquisition of such Note or an interest therein) shall be deemed to have agreed, to treat the Notes as indebtedness for all financial accounting purposes. 

(b) It is the intent of the Issuer that the Notes constitute indebtedness for all tax purposes and the Issuer agrees and each purchaser of a
Note (by virtue of the acquisition of such Note or an interest therein) shall be deemed to have agreed to treat the Notes as indebtedness for all federal, state and local income and franchise and/or value added tax purposes (other than any Notes
that are owned during any period of time either by the Issuer or by a Person that is considered the same Person as the Issuer for U.S. federal income tax purposes). 

Section 11.19 Each SUBI Separate; Assignees of SUBI. Each of the Indenture Trustee, by entering into
this Indenture, and each Noteholder or Note Owner, by accepting a Note, or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and agrees that (a) the Transaction SUBI is a separate series of the Origination Trust as
provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.Code § 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the
Transaction SUBI and the Transaction SUBI Portfolio shall be enforceable against the Transaction SUBI Portfolio only, and not against any Other SUBI Assets or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to any Other SUBI, any Other SUBI Portfolio, the UTI or the UTI Portfolio shall be enforceable against such Other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against the
Transaction SUBI or the Transaction SUBI Portfolio, (c) except to the extent required by law, UTI Assets or SUBI Assets with respect to any Other SUBI shall not be subject to the claims, debts, liabilities, expenses or obligations arising from
or with 

  
 61 













 
respect to the Transaction SUBI in respect of such claim, (d)(i) no creditor or holder of a claim relating to the Transaction SUBI or the Transaction SUBI Portfolio shall be entitled to maintain
any action against or recover any assets allocated to the UTI or the UTI Portfolio or any Other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any Other SUBI or any SUBI
Assets other than the Transaction SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the Transaction SUBI, and (e) any purchaser, assignee or pledgee of an interest in the Transaction SUBI or the
Transaction SUBI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant substantially
similar to that set forth in Section 6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any
Other SUBI or Other SUBI Certificate, to release all claims to the assets of the Origination Trust allocated to the UTI Portfolio and each Other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate all claims
it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each Other SUBI Portfolio. 

Section 11.20 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY: 
 (a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS INDENTURE
OR ANY DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NONEXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND APPELLATE COURTS FROM ANY THEREOF; 
 (b) CONSENTS THAT ANY SUCH ACTION OR
PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO
PLEAD OR CLAIM THE SAME; 
 (c) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY
THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH PERSON AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 11.4 OF THIS INDENTURE; 

(d) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
RIGHT TO SUE IN ANY OTHER JURISDICTION; AND 

  
 62 













 (e) TO THE EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE, ANY OTHER TRANSACTION DOCUMENT, OR ANY MATTER ARISING HEREUNDER OR THEREUNDER. 

Section 11.21 Subordination of Claims. Each Noteholder or Note Owner, by accepting a Note, or,
in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and agrees that, to the extent such Person is deemed to have any interest in any assets of the Transferor, or a securitization vehicle (other than the Issuer) related to
the Transferor, dedicated to other debt obligations of the Transferor or debt obligations of any other securitization vehicle (other than the Issuer) related to the Transferor, such Person’s interest in those assets is subordinate to claims or
rights of such other debtholders to those other assets. Furthermore, each Noteholder or Note Owner, by accepting a Note, or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and agrees that such agreement constitutes a
subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. 
 Section 11.22
Information Requests. The parties hereto shall provide any information reasonably requested by the Servicer, the Issuer, the Transferor or any of their Affiliates, at the expense of the Servicer, the Issuer, the Transferor or any of
their Affiliates, as applicable, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle. 

Section 11.23 Regulation AB Information to be Provided by the Indenture Trustee. 

(a) For so long as the Transferor is filing reports under the Exchange Act with respect to the Issuer, the Indenture Trustee shall (i) on
or before the fifth Business Day of each month, notify the Transferor, in writing, of any Form 10-D Disclosure Item with respect to the Indenture Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Transferor; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that
there has been no change to the information previously provided by the Indenture Trustee to Transferor, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to
such information, provide to the Transferor, in writing, such updated information. 
 (b) As soon as available but no later than
March 15 of each calendar year for so long as the Transferor is filing reports under the Exchange Act with respect to the Issuer, commencing on March 15, 20[ ], the Indenture Trustee shall: 

(i) deliver to the Transferor a report regarding the Indenture Trustee’s assessment of compliance with the Servicing
Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of Regulation
AB. Such report shall be signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in Exhibit B or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee;


  
 63 













 (ii) cause a firm of registered public accountants that is qualified and
independent with the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver a report for inclusion in the Transferor’s filing of Exchange Act
Form 10-K with respect to the Issuer that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered to the Transferor pursuant to the preceding paragraph. Such
attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
Act; 
 (iii) in the event that modifications are required to the report regarding the Indenture Trustee’s assessment of
compliance with the Servicing Criteria or the registered public accountants report after the delivery of such reports in accordance with clauses (i) and (ii) of this Section 11.23(b) as a result of
written communications received by the Transferor from the Commission or otherwise, then the Indenture Trustee as promptly as practicable following notice to a Responsible Officer of the Indenture Trustee shall provide to the Transferor such
modified reports, the costs and expenses incurred therewith shall be paid by the Administrator; 
 (iv) deliver to the
Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and
15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act) on behalf of the Issuer or the Transferor substantially in the form attached hereto as Exhibit C or such form as
mutually agreed upon by the Transferor and the Indenture Trustee; and 
 (v) notify the Transferor in writing of any
affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party, provided, that no such notification need be made if the affiliations or relationships are unchanged from those
provided in the notification in the prior calendar year. 
 The Indenture Trustee acknowledges that the parties identified in clause (iv) above
may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. 

(c) The Indenture Trustee shall provide the Seller and the Servicer (each, a “VW Party” and, collectively, the “VW
Parties”) with (i) notification, as soon as practicable and in any event within five Business Days, of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Transaction Unit pursuant to
Section 2.3(c) of the SUBI Sale Agreement and (ii) promptly upon request by a VW Party, any other information reasonably requested by a VW Party to facilitate compliance by the VW Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Indenture Trustee be deemed to be a “securitizer” as defined in Section 15Ga of the
Exchange Act, nor shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. 

  
 64 













 Section 11.24 Form
8-K Filings. So long as the Transferor is filing Exchange Act Reports with respect to the Issuer, the Indenture Trustee shall promptly notify the Transferor, but in no event later than one
(1) Business Day after its occurrence, of any Reportable Event of which a Responsible Officer of the Indenture Trustee has actual knowledge (other than a Reportable Event described in clause (a) or (b) of the definition
thereof as to which the Transferor or the Servicer has actual knowledge). The Indenture Trustee shall be deemed to have actual knowledge of any such event to the extent that it relates to the Indenture Trustee or any action or failure to act by the
Indenture Trustee. 
 Section 11.25 Waiver of Special, Indirect and Consequential Damages.
Notwithstanding anything to the contrary contained herein, in no event shall [Owner Trustee Name] be liable for special, indirect or consequential damages of any kind whatsoever, including but not limited to lost profits, even if [Owner Trustee
Name] has been advised of the likelihood of such loss or damage and regardless of the form of action. 

Section 11.26 Compliance with Applicable Anti-Terrorism and
Anti-Money Laundering Regulations. In order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities
and money laundering, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, the Issuer agrees to
provide, and agrees to cause the Administrator and the Servicer to provide, to the Indenture Trustee upon its request from time to time such identifying information and documentation as may be reasonably available to such party without undue expense
in order to enable the Indenture Trustee to comply with applicable law. 
 Section 11.27 Dispute
Resolution. 
 (a) If the Transferor, the Issuer, the Owner Trustee (at the direction of a Certificateholder) or the Indenture
Trustee (at the direction of an Investor pursuant to Section 7.4 of this Indenture) (the “Requesting Party”) requests that VCI or the Transferor reallocate any Transaction Unit pursuant to
Section 2.3(b) of the SUBI Sale Agreement (the party or parties requested to reallocate a Transaction Unit, the “Requested Party” or “Requested Parties”), and the request has not been fulfilled or otherwise
resolved to the reasonable satisfaction of the Requesting Party within 180 days of the receipt of notice of the request by VCI, the Requesting Party shall have the right to refer the matter, at its discretion, to either mediation or arbitration
pursuant to this Section 11.27. If the Requesting Party is the Indenture Trustee acting at the direction of an Investor, the Indenture Trustee as Requesting Party shall act at the direction of such Investor in making all
decisions related to mediation or arbitration. VCI shall inform the Requesting Party in writing upon a determination by VCI that a Transaction Unit subject to a demand shall be reallocated and the monthly distribution report filed by the Issuer on
Form 10-D for the Collection Period in which such Transaction Unit were reallocated shall include disclosure of such reallocation. A failure of VCI to inform the Requesting Party that a Transaction Unit
subject to a demand will be reallocated within 180 days of the receipt of notice of the request shall be deemed to be a determination by VCI that no repurchase of that Transaction Unit due to a breach of Section 2.3(b) of the SUBI Sale
Agreement is required. 

  
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 (b) The Requesting Party shall provide notice in accordance with the provisions of
Section 11.4 of its intention to refer the matter to mediation or arbitration, as applicable, to the Requested Parties, with a copy to the Issuer and the Indenture Trustee. Each of VCI and the Transferor agree that such
Person shall participate in the resolution method selected by the Requesting Party to the extent such Person is a Requested Party. The Requested Party shall provide notice to the Transferor, the Issuer and the Indenture Trustee that the Requested
Party has received a request to mediate or arbitrate a reallocation request. Upon receipt of such notice, the Transferor, the Issuer and the Indenture Trustee shall advise the Requesting Party and the Requested Party of an intent to join in the
mediation or arbitration, which shall result in their being joined as a Requesting Party in the proceeding. 
 (c) A Requesting Party may not
initiate a mediation or arbitration pursuant to this Section 11.27 with respect to a Transaction Unit that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or
another Requesting Party) but shall have the right, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or
unduly delay such proceeding, to join an existing mediation or arbitration with respect to that Transaction Unit if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party is the Indenture
Trustee (at the direction of one or more Investors), any decisions related to the mediation or arbitration shall be made by the Indenture Trustee on behalf of such Investors holding a majority of the Note Balance of all of the Outstanding Notes.

 (d) If the Requesting Party selects mediation as the resolution method, the following provisions shall apply: 

(i) The mediation shall be administered by [a nationally recognized arbitration and mediation association] [one of [identify
acceptable options]] selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. 

(ii) The fees and expenses of the mediation shall be allocated as mutually agreed by the parties as part of the mediation. 

(iii) The mediator shall be impartial, knowledgeable about and experienced with the laws of the State of New York that are
relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). 

  
 66 













 (e) If the Requesting Party selects arbitration as the resolution method, the following
provisions shall apply: 
 (i) The arbitration shall be administered by [a nationally recognized arbitration and mediation
association] [one of [identify acceptable options]] jointly selected by the parties, or if the parties are unable to agree on an association, by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such
time. 
 (ii) The arbitrator shall be impartial, knowledgeable about and experienced with the laws of the State of New York
that are relevant to the dispute hereunder and shall be appointed from a list of neutrals maintained by AAA. 
 (iii) The
arbitrator shall make its final determination no later than [90] days after appointment or as soon as practicable thereafter. The arbitrator shall resolve the dispute in accordance with the terms of this Indenture, and may not modify or change this
Indenture in any way. The arbitrator shall not have the power to award punitive damages or consequential damages in any arbitration conducted by it[, and VCI shall not be required to pay more than the applicable Repurchase Amount with respect to any
receivable which VCI is required to repurchase under the terms of the Purchase Agreement or this Indenture, as applicable]. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the
arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator shall be
in writing and counterpart copies shall be promptly delivered to the parties. The determination may be enforced in any court of competent jurisdiction. 

(iv) No person may bring a putative or certified class action to arbitration. 

(f) The following provisions shall apply to both mediations and arbitrations: 

(i) Any mediation or arbitration shall be held in [City, State] or such other location mutually agreed to by the Requesting
Party and VCI; 
 (ii) Notwithstanding this dispute resolution provision, the parties shall have the right to seek
provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; 

(iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled
repurchase request, mediations or arbitration proceedings conducted under this Section 11.27, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt
to resolve an unfulfilled reallocation request, any information exchanged in connection with any mediation, and any 

  
 67 













 
discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except disclosures required by
Applicable Law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.27) other than as required to be disclosed in
accordance with applicable law, regulatory requirements, or court order or to the extent that the Requested Party, in its sole discretion, elects to disclose such information. Such information shall be kept strictly confidential and shall not be
disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in
connection with any resolution procedure under this Section 11.27, and the Asset Representations Reviewer, if an Asset Review has been conducted), if the disclosing Party (a) directs such Representatives to keep the
information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any
party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient shall promptly notify the other party and shall provide the other party with the
opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of
its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such
Confidential Information that is required to be disclosed. 
 Section 11.28 Electronic Signatures and
Transmission. 
 (a) For purposes of this Indenture, any reference to “written” or “in writing” means any form of
written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by electronic transmission. The term “electronic signature” shall mean any electronic symbol or process
attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. Each of the parties hereto agrees that this Indenture, any addendum or amendment hereto or
any other document necessary for the consummation of the transactions contemplated by this Indenture may be accepted, executed or agreed to through the use of an electronic signature in accordance with the
E-Sign Act, UETA or any applicable state law. Each of the parties hereto are authorized to accept written instructions, directions, reports, notices or other communications delivered by electronic transmission
and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such
instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and none of the parties hereto shall 

  
 68 













 
have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports,
notices or other communications or information delivered to such party, including, without limitation, the risk of such party acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception
and misuse by third parties. 
 (b) Any requirement in this Indenture that a document, including this Indenture, is to be signed or
authenticated by “manual signature” or similar language shall not be deemed to prohibit signature by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by electronic transmission. 

[Signature Pages to Follow] 

  
 69 













 IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture
to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written. 
  

					
	VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ], as Issuer
	
	By: [ ],
	 not in its individual capacity but solely as Owner Trustee

		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

	
	[ ], as Indenture Trustee
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  




  
 S-1 














			
	Acknowledged and agreed for purposes of Section 11.27 hereof:
	
	VOLKSWAGEN AUTO LEASE/LOAN
	UNDERWRITTEN FUNDING, LLC, as Transferor
		
	By:	 	            
	Name:	 	
	Title:	 	
		
	By:	 	 
	Name:	 	
	Title:	 	
	
	VW CREDIT, INC., as Servicer
		
	By:	 	 
	Name:	 	
	Title:	 	
		
	By:	 	 
	Name:	 	
	Title:	 	


  
 S-2 













 SCHEDULE I 

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS 

In addition to the representations, warranties and covenants contained in this Indenture, the Issuer hereby represents, warrants, and
covenants to the Indenture Trustee as follows on the Closing Date: 
 1. The Indenture creates a valid and continuing security interest (as defined in the
applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other Adverse Claims and is enforceable as such as against creditors of and purchasers from the Issuer. 

2. The Transaction SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security,” or
“tangible chattel paper,” within the meaning of the applicable UCC. The Accounts and all subaccounts thereof, constitute either deposit accounts or securities accounts. 

3. All of the Collateral that constitutes securities entitlements has been or will have been credited to one of the Accounts. The securities intermediary for
each Account has agreed to treat all assets credited to the Accounts as “financial assets” within the meaning of the applicable UCC. 
 4. The
Issuer owns and has good and marketable title to the Collateral free and clear of any Adverse Claims, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary
course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so
long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Adverse Claim attaches is not impaired during the pendency of such Proceeding. 

5. The Issuer has received all consents and approvals to the grant of the security interest in the Collateral hereunder to the Indenture Trustee required by
the terms of the Collateral that constitutes instruments or payment intangibles. 
 6. The Issuer has received all consents and approvals required by the
terms of the Collateral that constitutes securities entitlements, certificated securities or uncertificated securities to the transfer to the Indenture Trustee of its interest and rights in the Collateral hereunder. 

7. The Issuer has caused or will have caused, within 10 days after the effective date of the Indenture, the filing of all appropriate financing statements in
the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. 

  
 I-1 













 8. With respect to Collateral that constitutes an instrument or tangible chattel paper, either: 

(i) All original executed copies of each such instrument or tangible chattel paper have been delivered to the Indenture Trustee; 

(ii) Such instruments or tangible chattel paper are in the possession of a custodian and the Indenture Trustee has received a written
acknowledgment from such custodian that such custodian is holding such instruments or tangible chattel paper solely on behalf and for the benefit of the Indenture Trustee; or 

(iii) A custodian received possession of such instruments or tangible chattel paper after the Indenture Trustee received a written
acknowledgment from such custodian that such custodian is acting solely as agent of the Indenture Trustee. 
 9. With respect to the Accounts and all
subaccounts thereof that constitute deposit accounts, either: 
 (i) The Issuer has delivered to the Indenture Trustee a fully executed
agreement pursuant to which the bank maintaining the deposit accounts has agreed to comply with all instructions originated by the Indenture Trustee directing disposition of the funds in the Accounts without further consent by the Issuer; or 

(ii) The Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of the Accounts. 

10. With respect to Collateral or Accounts or subaccounts thereof that constitute securities accounts or securities entitlements, either: 

(i) The Issuer has caused or will have caused, within 10 days after the effective date of the Indenture, the filing of all appropriate
financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in the Collateral to the Indenture Trustee; 

(ii) The Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to which the securities intermediary has agreed to
comply with all instructions originated by the Indenture Trustee relating to the Accounts without further consent by the Issuer; or 
 (iii)
The Issuer has taken all steps necessary to cause the securities intermediary to identify in its records the Indenture Trustee as the person having a security entitlement against the securities intermediary in the Accounts. 

11. With respect to Collateral that constitutes certificated securities (other than securities entitlements), all original executed copies of each security
certificate that constitutes or evidences the Collateral have been delivered to the Indenture Trustee, and each such security certificate either (i) is in bearer form, (ii) has been indorsed by an effective indorsement to the Indenture
Trustee or in blank, or (iii) has been registered in the name of the Indenture Trustee. 

  
 I-2 













 Other than the transfer of the Transaction SUBI and the Transaction SUBI Certificate from VCI to the
Transferor under the SUBI Sale Agreement, the transfer of the Transaction SUBI and the Transaction SUBI Certificate from the Transferor to the Issuer under the SUBI Transfer Agreement and the security interest in the Collateral granted to the
Indenture Trustee pursuant to the Indenture, none of VCI, the Transferor or the Issuer has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral or the Accounts or any subaccounts thereof. The Issuer
has not authorized the filing of, and is not aware of any financing statements against the Issuer that include a description of collateral covering the Collateral or the Accounts or any subaccount thereof other than any financing statement relating
to the security interest granted to the Indenture Trustee hereunder or that has been terminated. 
 12. None of the instruments, certificated securities or
tangible chattel paper that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. 

13. Neither the Accounts nor any subaccounts thereof are in the name of any person other than the Issuer or the Indenture Trustee. The Issuer has not consented
to the securities intermediary of any Account to comply with entitlement orders of any person other than the Indenture Trustee. 

  
 I-3 













 SCHEDULE II 

NOTICE ADDRESSES 
 If to the Issuer:


[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 
 with copies to the Administrator, VW Credit, Inc., the Indenture Trustee 

If to the Owner Trustee: 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 
 If to the Indenture Trustee: 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 
 If to VCI, the Servicer or the Administrator: 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 
 If to [Rating Agency]: 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 

  
 II-1 













 
[                            ] 

If to [Rating Agency]: 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 
 If to the SUBI Trustee, the UTI Trustee or the Administrative Trustee: 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 
 If to the Delaware Trustee: 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 
 If to the Asset Representations Reviewer: 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 

[                          
  ] 

  
 II-2 













 EXHIBIT A 

FORM OF CLASS [A-1][A-2][A-3][A-4] NOTE 
  

					
	REGISTERED	 	                                    	  	$___________________1
	No. R-_______	 		  	CUSIP NO. __________
		 		  	ISIN NO. ____________

 SEE REVERSE FOR CERTAIN DEFINITIONS 

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 
 BY
ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND ITS FIDUCIARY, IF APPLICABLE) WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (A) IT IS NOT ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN) WITH THE ASSETS OF
(I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) WHICH IS SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” DESCRIBED BY SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, (III) ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING OR (IV) ANY PLAN OR RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY AND PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B)(I) THIS NOTE IS RATED AT LEAST “BBB-” OR ITS EQUIVALENT BY A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION AT THE TIME OF PURCHASE OR TRANSFER AND (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR ANY 

INTEREST HEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR
LAW. 
  

	1 	 Denominations of $100,000 and integral multiples of $1,000 in excess thereof.




  
 A-1 













 TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER
DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE. 
 THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO
HAVE AGREED TO TREAT THE NOTES (OTHER THAN ANY NOTES THAT ARE OWNED DURING ANY PERIOD OF TIME EITHER BY THE ISSUER OR BY A PERSON THAT IS CONSIDERED THE SAME PERSON AS THE ISSUER FOR UNITED STATES FEDERAL INCOME TAX PURPOSES) AS DEBT FOR UNITED
STATES FEDERAL, STATE AND LOCAL INCOME, FRANCHISE AND/OR VALUE ADDED TAX PURPOSES. 

  
 A-2 













 VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ] 

[BENCHMARK +]1 [ ]% ASSET BACKED NOTE, CLASS
[A-1] [A-2] [A-3] [A-4] 

VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ], a Delaware statutory trust (including any permitted successors and assigns, the “Issuer”),
for value received, hereby promises to pay to [CEDE & CO.], or registered assigns, the principal sum of _____________________ DOLLARS ($[ ]), in monthly installments on the 20th of each month, or if such day is not a Business Day, on
the immediately succeeding Business Day, commencing on [ ], [ ] (each, a “Payment Date”) until the principal of this Note is paid or made available for payment, and to pay interest on each Payment Date on the Class [A-1] [A-2] [A-3] [A-4] Note Balance as of the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date), or as of the Closing Date in the case of the first Payment Date, at the rate per annum shown above (the “Interest Rate”), in each case as and to the extent described
below; provided, however, that the entire Class [A-1] [A-2] [A-3] [A-4] Note
Balance shall be due and payable on the earliest of (i) ____________, 20[ ] (the “Final Scheduled Payment Date”), (ii) the Redemption Date, if any, pursuant to Section 10.1 of the Indenture and
(iii) the date the Notes are accelerated after an Indenture Default pursuant to Section 5.2 of the Indenture. Interest on this Note will accrue for each Payment Date from and including [the preceding Payment Date (or,
in the case of the initial Payment Date, from and including the Closing Date) to but excluding such Payment Date]2 [the 20th day of the prior
calendar month (or, in the case of the initial Payment Date from and including the Closing Date) to but excluding the 20th day of the calendar month in which such Payment Date occurs]3. Interest will be computed on the basis of [actual days elapsed and a 360-day year]4 [a 360-day year of twelve 30-day months]5. [The Issuer shall pay interest on this
Class A-4 Note at a rate based on the Benchmark determined in accordance with the terms of the Indenture for the related Interest Period plus [ ]% per annum on each Payment Date; provided,
that, if the sum of Benchmark plus [ ]% is less than 0.00% for any Interest Period, then the per annum rate at which interest will accrue on this Note for such Interest Period shall be deemed to be 0.00%.]6 The Issuer shall pay interest on overdue installments of interest at the Interest Rate to the extent lawful. Such principal of and interest on this Note shall be paid in the manner specified on the
reverse hereof. 
 The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of
payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this
Note. 
 Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note. 
  

	1 	 Insert for the [Class A-4 Notes]. 



	2 	 Insert for the Class A-1 [,
A-4] Notes. 



	3 	 Insert for the Class A-2,
A-3[, A-4] Notes. 



	4 	 Insert for the Class A-1[,
A-4] Notes. 



	5 	 Insert for the Class A-2,
A-3[, A-4] Notes. 



	6 	 Insert for the [Class A-4 Notes]. 



  
 A-3 













 Unless the certificate of authentication hereon has been executed by the Indenture Trustee
the name of which appears below by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 

  
 A-4 













 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or
electronically, by its Authorized Officer as of the date set forth below. 
 Dated: ____________, [ ] 

 

					
	VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ],
		
	By:	 	[ ], not in its individual capacity but solely as Owner Trustee
			
		 	By	 	                                      
                          
		 		 	Name:
                                         
           
		 		 	Title:
                                         
             



  
 A-5 













 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Notes designated above and referred to in the within-mentioned Indenture. 

Dated: ____________, [ ] 
  

			
	[ ],
	not in its individual capacity but solely as Indenture Trustee
		
	By:	 	                                      
                                   
		 	Name:
                                         
                     
		 	Title:
                                         
                      



  
 A-6 













 [REVERSE OF NOTE] 

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its “[Benchmark +][ ]% Asset Backed Notes, Class [A-1] [A-2] [A-3] [A-4]” (herein called the “Notes”), all issued under an
Indenture, dated as of [ ], [ ] (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [ ], a [    ], not in its individual capacity but solely as
indenture trustee (the “Indenture Trustee”), which term includes any successor Indenture Trustee under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in the Indenture. 
 The Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are and will be equally and ratably secured by
the Collateral pledged as security therefor as provided in the Indenture. However, to the extent provided in the Indenture and prior to an acceleration of the principal amount of the Notes after an Indenture Default, each Class will receive
principal payments sequentially so no principal payments shall be made in respect of the Class A-2 Notes until the Class A-1 Notes have been paid in full, no
principal payments shall be made in respect of the Class A-3 Notes until the Class A-2 Notes have been paid in full, and no principal payments shall be made in
respect of the Class A-4 Notes until the Class A-3 Notes have been paid in full. All covenants and agreements made by the Issuer in the Indenture are for the
benefit of the Holders of the Notes. 
 Principal payable on the Notes will be paid on each Payment Date in the amount specified in the
Indenture. As described above, the entire Class [A-1] [A-2] [A-3] [A-4] Note Balance will
be due and payable on the earlier of (i) the Final Scheduled Payment Date, (ii) the Redemption Date, if any, selected pursuant to the Section 10.1 of the Indenture and (iii) the date the Notes are accelerated
after an Indenture Default pursuant to Section 5.2 of the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Notes shall be due and payable following the occurrence and continuance
of an Indenture Default, as described in the Indenture. In such an event, principal payments on the Class A-1 Notes shall be made first and principal payments on the remaining Classes of Notes shall be
made pro rata to the Noteholders entitled thereto. 
 Payments of principal and interest on this Note made on each Payment Date, Redemption
Date or upon acceleration shall be made by check mailed to the Person whose name appears as the registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except
that with respect to Notes registered on the Record Date in the name of the nominee of DTC (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such
nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any
reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future Holders of this Note and of


  
 A-7 













 
any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture,
for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered Holder hereof as of
the Record Date preceding such Payment Date or Redemption Date by notice mailed within 30 days (and not less than 15 days) of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York. 

As provided in the Indenture, the Transferor will be permitted at its option to purchase the interest in the Transaction SUBI evidenced by the
Transaction SUBI Certificate from the Issuer on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, the Outstanding Note Amount is less than or equal to 10% of the Initial
Note Balance. The purchase price for the Transaction SUBI Certificate shall equal the greater of (a) the Note Balance, together with accrued interest thereon at the applicable Interest Rate up to but not including the Redemption Date and
(b) the aggregate Securitization Value of the Included Units as of the last day of the Collection Period immediately preceding the Redemption Date (the “Optional Purchase Price”), which amount shall be deposited by the
Transferor into the Collection Account on the Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be redeemed on such Payment Date in whole, but not in part, for the Redemption Price. 

In addition, as provided in the Indenture, if on any Payment Date the amount on deposit in the Reserve Account, after giving effect to
withdrawals therefrom and deposits thereto in respect of that Payment Date, is greater than or equal to the balance of the Notes then outstanding, such amount will be used to redeem the then Outstanding Notes. 

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note
Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture. No service charge will be charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. 

Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith
or therewith against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee in its individual capacity, any Holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity. 

  
 A-8 













 Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a
beneficial interest in a Note, covenants and agrees that, to the extent such Person is deemed to have any interest in any assets of the Transferor, or a securitization vehicle (other than the Issuer) related to the Transferor, dedicated to other
debt obligations of the Transferor or debt obligations of any other securitization vehicle (other than the Issuer) related to the Transferor, such Person’s interest in those assets is subordinate to claims or rights of such other debtholders to
those other assets. Furthermore, each Noteholder or Note Owner, by accepting a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that such agreement constitutes a subordination agreement for purposes of
Section 510(a) of the Bankruptcy Code. 
 It is the intent of the Transferor, VCI, the Noteholders, the Note Owners and the Issuer that
the Notes constitute indebtedness for all financial accounting and tax purposes and the Issuer and each purchaser of a Note (by acceptance of such Note or an interest therein) agree to treat, and to take no action inconsistent with the treatment of,
the Notes as indebtedness for all financial accounting and tax purposes (other than any Notes that are owned during any period of time either by the Issuer or by a Person that is considered the same Person as the Issuer for U.S. federal income tax
purposes). 
 By acquiring a Note (or any interest therein), each purchaser and transferee (and its fiduciary, if applicable) shall be
deemed to represent and warrant that either (a) it is not acquiring such Note (or any interest therein) with the assets of a Benefit Plan or any plan or retirement arrangement that is subject to a law that is substantially similar to the
fiduciary and prohibited transaction provisions of ERISA or Section 4975 of the Code (“Similar Law”); or (b) (i) such Note is rated at least “BBB-” or its equivalent by a
nationally recognized statistical rating organization at the time of purchase or transfer and (ii) the acquisition, holding and disposition of such Note (or any interest therein) will not give rise to a nonexempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law. 
 The Notes represent obligations of the
Issuer only and do not represent interests in, recourse to or obligations of the Transferor, the UTI Beneficiaries or any of their respective Affiliates. 

With respect to each Bankruptcy Remote Party, each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a
beneficial interest in a Note, hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations under each Financing (i) such Noteholder or Note Owner shall not authorize such Bankruptcy
Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy
Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in any involuntary case or other Proceeding commenced


  
 A-9 













 
against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Noteholder or
Note Owner shall not commence or join with any other Person in commencing any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any
jurisdiction. Each Noteholder or Note Owner agrees that, prior to the date which is one year and one day after the payment in full of all obligations under each Financing, it will not institute against, or join any other Person in instituting
against, any Bankruptcy Remote Party an action in bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar Proceeding under the laws of the United States or any State of the United States. 

Prior to the due presentment for registration of transfer of this Note, the Owner Trustee, the Indenture Trustee and any agent of the Owner
Trustee or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note
be overdue, and neither the Owner Trustee, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. 
 The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent
of Noteholders representing not less than a majority of the Outstanding Note Amount. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Note Amount, on behalf of all Noteholders, to
waive compliance by the Issuer with certain provisions of the Indenture and certain past Indenture Defaults and their consequences. Any such consent or waiver by the Noteholder of this Note (or any one or more Predecessor Notes) shall be conclusive
and binding upon such Noteholder and upon all future Noteholders of this Note and of any note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders. 

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set
forth. 
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE NOTEHOLDER OR
NOTE OWNER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
 Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a
Note Owner, a beneficial interest in a Note, covenants and agrees that (a) the Transaction SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12
Del.Code § 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the 

  
 A-10 













 
Transaction SUBI and the Transaction SUBI Portfolio shall be enforceable against the Transaction SUBI Portfolio only, and not against any Other SUBI Assets or the UTI Portfolio and (ii) the
debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any Other SUBI, any Other SUBI Portfolio, the UTI or the UTI Portfolio shall be enforceable against such Other SUBI Portfolio or the UTI
Portfolio only, as applicable, and not against the Transaction SUBI or the Transaction SUBI Portfolio, (c) except to the extent required by law, UTI Assets or SUBI Assets with respect to any Other SUBI shall not be subject to the claims, debts,
liabilities, expenses or obligations arising from or with respect to the Transaction SUBI in respect of such claim, (d)(i) no creditor or holder of a claim relating to the Transaction SUBI or the Transaction SUBI Portfolio shall be entitled to
maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any Other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any Other SUBI or
any SUBI Assets other than the Transaction SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the Transaction SUBI, and (e) any purchaser, assignee or pledgee of an interest in the Transaction
SUBI or the Transaction SUBI Certificate, must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant
substantially similar to that set forth in Section 6.9 of the Origination Trust Agreement and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI
Certificate and any Other SUBI or Other SUBI Certificate, to release all claims to the assets of the Origination Trust allocated to the UTI Portfolio and each Other SUBI Portfolio and in the event that such release is not given effect, to fully
subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each Other SUBI Portfolio. 

  
 A-11 













 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of assignee: _______________ 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________________________
(name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

  

					
	Dated: _____________	 	_______________________________*/
			
		 		  	Signature Guaranteed:
			
		 	                            	  	              

		 		  	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee
program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

  

*/        NOTE: The signature to this assignment must correspond with the name of the registered owner
as it appears on the face of the within Note in every particular without alteration, enlargement or any change whatsoever. 

  
 A-12 













 EXHIBIT B 

SERVICING CRITERIA TO BE ADDRESSED IN 

INDENTURE TRUSTEE’S AND SERVICER’S ASSESSMENT OF COMPLIANCE 

The assessment of compliance to be delivered by the Indenture Trustee or the Servicer, as applicable, shall address, at a minimum, the criteria identified
below as “Applicable Indenture Trustee Servicing Criteria” or “Applicable Servicer Servicing Criteria”, as applicable: 
  

									
	 Servicing Criteria
	  	 Applicable

Indenture

Trustee

Servicing

Criteria
	  	 Applicable

Servicer

Servicing

Criteria
	  	 Inapplicable

Servicing

Criteria

	Reference	  	Criteria	  		  		  	
					
	 	  	General Servicing Considerations	  	 	  	 	  	 
					
	1122(d)(1)(i)	  	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	  		  	X	  	
					
	1122(d)(1)(ii)	  	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	  		  	X	  	
					
	1122(d)(1)(iii)	  	Any requirements in the transaction agreements to maintain a back- up servicer for the pool assets are maintained.	  		  	X	  	
					
	1122(d)(1)(iv)	  	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of
the transaction agreements.	  		  		  	X
					
	1122(d)(1)(v)	  	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	  		  		  	
					
		  	Cash Collection and Administration	  		  		  	
					
	1122(d)(2)(i)	  	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction
agreements.	  		  	X	  	


  
 B-1 














									
	 Servicing Criteria
	  	 Applicable

Indenture

Trustee

Servicing

Criteria
	  	 Applicable

Servicer

Servicing

Criteria
	  	 Inapplicable

Servicing

Criteria

					
	1122(d)(2)(ii)	  	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	  	X	  		  	
					
	1122(d)(2)(iii)	  	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	  		  		  	X
					
	1122(d)(2)(iv)	  	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the
transaction agreements.	  		  	X	  	
					
	1122(d)(2)(v)	  	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a
foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	  		  	X	  	
					
	1122(d)(2)(vi)	  	Unissued checks are safeguarded so as to prevent unauthorized access.	  		  		  	X
					
	1122(d)(2)(vii)	  	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate;
(B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation;
and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	  		  	X	  	


  
 B-2 














									
	 Servicing Criteria
	  	 Applicable

Indenture

Trustee

Servicing

Criteria
	  	 Applicable

Servicer

Servicing

Criteria
	  	 Inapplicable

Servicing

Criteria

		  	Investor Remittances and Reporting	  		  		  	
					
	1122(d)(3)(i)	  	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by
its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.	  		  	X	  	
					
	1122(d)(3)(ii)	  	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	  	X1	  		  	
					
	1122(d)(3)(iii)	  	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	  	X	  		  	
					
	1122(d)(3)(iv)	  	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	  	X	  		  	
					
		  	Pool Asset Administration	  		  	X	  	

  

	1 	 Solely with regard to timeframes and that distributions were made in accordance with the instructions of the
Servicer. 



  
 B-3 














									
	 Servicing Criteria
	  	 Applicable

Indenture

Trustee

Servicing

Criteria
	  	 Applicable

Servicer

Servicing

Criteria
	  	 Inapplicable

Servicing

Criteria

					
	1122(d)(4)(i)	  	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.	  		  	X	  	
					
	1122(d)(4)(ii)	  	Pool assets and related documents are safeguarded as required by the transaction agreements.	  		  	X	  	
					
	1122(d)(4)(iii)	  	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	  		  	X	  	
					
	1122(d)(4)(iv)	  	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number
of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.	  		  	X	  	
					
	1122(d)(4)(v)	  	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	  		  	X	  	
					
	1122(d)(4)(vi)	  	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.	  		  	X	  	
					
	1122(d)(4)(vii)	  	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or
other requirements established by the transaction agreements.	  		  	X	  	


  
 B-4 














									
	 Servicing Criteria
	  	 Applicable

Indenture

Trustee

Servicing

Criteria
	  	 Applicable

Servicer

Servicing

Criteria
	  	 Inapplicable

Servicing

Criteria

					
	1122(d)(4)(viii)	  	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period
specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g.,
illness or unemployment).	  		  	X	  	
					
	1122(d)(4)(ix)	  	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	  		  		  	X
					
	1122(d)(4)(x)	  	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s account documents, on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment
of the related accounts, or such other number of days specified in the transaction agreements.	  		  		  	X
					
	1122(d)(4)(xi)	  	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support
has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	  		  		  	X


  
 B-5 














									
	 Servicing Criteria
	  	 Applicable

Indenture

Trustee

Servicing

Criteria
	  	 Applicable

Servicer

Servicing

Criteria
	  	 Inapplicable

Servicing

Criteria

					
	1122(d)(4)(xii)	  	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or
omission.	  		  		  	X
					
	1122(d)(4)(xiii)	  	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	  		  		  	X
					
	1122(d)(4)(xiv)	  	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	  		  	X	  	
					
	1122(d)(4)(xv)	  	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	  		  	X	  	


  
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 EXHIBIT C 

FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION 
  

	RE:	 VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ] 



[ ], not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), certifies to Volkswagen Auto
Lease/Loan Underwritten Funding, LLC (the “Transferor”), and its officers, with the knowledge and intent that they will rely upon this certification, that: 

(1) It has reviewed the report on assessment of the Indenture Trustee’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended, and Item 1122 of Regulation AB (the “Servicing Assessment”) that was delivered by the
Indenture Trustee to the Transferor pursuant to the Indenture, dated as of [ ] (the “Indenture”), by and between the Indenture Trustee and Volkswagen Auto Lease Trust 20[ ]-[ ]; 

(2) To the best of its knowledge, the Servicing Assessment, taken as a whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Servicing Assessment; and; 

(3) To the best of its knowledge, all of the information required to be provided under Sections 11.23 and 11.24 of the Indenture
has been provided to the Transferor. 
  

			
	[ ], not in its individual capacity but solely as Indenture Trustee
		
	By:	 	              

	Name:
	Title:


 Date: _________________________ 

  
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 APPENDIX A 

DEFINITIONS 
 The
following terms have the meanings set forth, or referred to, below: 
 “61-Day Delinquent
Leases” means, as of any date of determination, all Leases (other than Reallocated Leases and Defaulted Leases) that are 61 or more days delinquent as of such date (or, if such date is not the last day of a Collection Period, as of the last
day of the Collection Period immediately preceding such date), as determined in accordance with the Servicer’s Customary Servicing Practices. 

“Accounts” means the Collection Account, the Reserve Account [, the Risk Retention Reserve Account] and the Principal
Distribution Account. 
 “Accrued Class A-1 Note Interest”
means, with respect to any Payment Date, the sum of the Class A-1 Noteholders’ Monthly Accrued Interest for such Payment Date and the Class A-1
Noteholders’ Interest Carryover Shortfall. 
 “Accrued Class A-2
Note Interest” means, with respect to any Payment Date, the sum of the Class A-2 Noteholders’ Monthly Accrued Interest for such Payment Date and the
Class A-2 Noteholders’ Interest Carryover Shortfall. 
 “Accrued
Class A-3 Note Interest” means, with respect to any Payment Date, the sum of the Class A-3 Noteholders’ Monthly Accrued Interest
for such Payment Date and the Class A-3 Noteholders’ Interest Carryover Shortfall. 

“Accrued Class A-4 Note Interest” means, with respect to any
Payment Date, the sum of the Class A-4 Noteholders’ Monthly Accrued Interest for such Payment Date and the Class A-4 Noteholders’ Interest Carryover
Shortfall. 
 “Accrued Note Interest” means, with respect to any Payment Date, the sum of the Accrued Class A-1 Note Interest, the Accrued Class A-2 Note Interest, the Accrued Class A-3 Note Interest and the Accrued Class A-4 Note Interest. 
 “Act” has the meaning set forth in
Section 11.3(a) of the Indenture. 
 “Administration Agreement” means the Administration
Agreement, dated as of the Closing Date, among the Administrator, the Issuer and the Indenture Trustee, as the same may be amended and supplemented from time to time. 

“Administration Fee” means, with regard to the Administrator of the Issuer under the Administration Agreement, for any
Collection Period, an amount equal to $[                ]. 

“Administrative Trustee” means U.S. Bank, as Administrative Trustee under the Origination Trust Agreement, and its
successors. 












 “Administrator” means VCI, or any successor Administrator for the Issuer
under the Administration Agreement. 
 “Advance” has the meaning set forth in Section 7.8 of the
Transaction SUBI Servicing Supplement. 
 “Adverse Claim” means, for any asset or property of a Person, a lien, security
interest, mortgage, pledge or encumbrance in, of or on such asset or property in favor of any other Person, except any Permitted Lien. 

“Affiliate” means, for any specified Person, any other Person which, directly or indirectly, controls, is controlled by or is
under common control with such specified Person and “affiliated” has a meaning correlative to the foregoing. For purposes of this definition, “control” means the power, directly or indirectly, to cause the direction of the
management and policies of a Person. 
 “Asset Representations Review Agreement” means the Asset Representations Review
Agreement, dated as of the Closing Date, between the Issuer, VCI, the Servicer and the Asset Representations Reviewer. 
 “Asset
Representations Reviewer” means [______], a [______], or any successor Asset Representations Reviewer under the Asset Representations Review Agreement. 

“Asset Review” shall have the meaning assigned to such term in the Asset Representations Review Agreement. 

“Authenticating Agent” means any Person authorized by the Indenture Trustee to act on behalf of the Indenture Trustee to
authenticate and deliver the Notes. 
 “Authorized Newspaper” means a newspaper of general circulation in The City of New
York, printed in the English language and customarily published on each Business Day, whether or not published on Saturdays, Sundays and holidays. 

“Authorized Officer” means (a) with respect to the Issuer, (i) any officer of the Owner Trustee who is authorized
to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from
time to time thereafter) and (ii) so long as the Administration Agreement is in effect, any officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer pursuant to the Administration Agreement
and who is identified on the list of Authorized Officers delivered by the Administrator to the Owner Trustee and the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and (b) with
respect to the Owner Trustee, the Indenture Trustee, the Note Registrar, the Servicer and the Administrator, any officer of the Owner Trustee, the Indenture Trustee, the Note Registrar, the Servicer or the Administrator, as applicable, who is
authorized to act for the Owner Trustee, the Indenture Trustee, the Note Registrar, the Servicer or the Administrator, as applicable, in matters relating to the Owner Trustee, the Indenture Trustee, the Note Registrar, the Servicer or the


  
 A-2 













 
Administrator and who is identified on the list of Authorized Officers delivered by each of the Owner Trustee, the Indenture Trustee, the Servicer and the Administrator to the Indenture Trustee
on the Closing Date or by the Note Registrar on the date of its appointment as such (as such list may be modified or supplemented from time to time thereafter). 

“Available Funds” means, for any Payment Date and the related Collection Period, an amount equal to the sum of the following
amounts: (i) the Collections received by the Servicer during such Collection Period, (ii) Advances made by the Servicer on such Payment Date, (iii) any amounts paid with respect to such Payment Date by VCI to the Issuer in accordance
with Section 2.3 of the SUBI Sale Agreement or by the Servicer to the Issuer in accordance with Section 7.12 of the Transaction SUBI Servicing Supplement and (iv) all investment earnings (if
any) on amounts on deposit in the Collection Account for the related Collection Period. 
 “Available Funds Shortfall
Amount” has the meaning set forth in Section 8.4(c) of the Indenture. 
 “Bankruptcy
Code” means the United States Bankruptcy Code, 11 U.S.C. 101 et seq., as amended. 
 “Bankruptcy Event” means,
with respect to any Person, (i) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person in an involuntary case under any applicable federal or state bankruptcy, insolvency or other
similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person, or ordering the winding-up or liquidation of such
Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days or (ii) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts
become due, or the taking of action by such Person in furtherance of any of the foregoing. 
 “Bankruptcy Remote Party”
means any of the Transferor, the Issuer, the Origination Trust or any Special Purpose Entity (and the general partner of any Special Purpose Entity that is a partnership, or the managing member of any Special Purpose Entity that is a limited
liability company) that holds a beneficial interest in the Origination Trust. 
 “Base Residual Value” means, for each
Vehicle related to an Included Unit, the lowest of (i) the MSRP ALG Residual of the related Vehicle, (ii) the Updated ALG Residual of the related Vehicle and (iii) the Stated Residual Value of the related Vehicle. 

[“Benchmark” means (a) initially, LIBOR and (b) if a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred with respect to LIBOR or the then-current Benchmark, the applicable Benchmark Replacement.] 

  
 A-3 













 [“Benchmark Determination Date” means (a) if the Benchmark is LIBOR,
the LIBOR Determination Date, (b) if the Benchmark is Term SOFR, the second Business Day prior to the first day of the applicable Interest Period, (c) if the Benchmark is Compounded SOFR, the fifth Business Day prior to the last day of the
applicable Interest Period and (d) if the Benchmark is any other rate, the date determined by the Administrator in accordance with Section 3.1 of the Indenture.] 

[“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Administrator
as of the Benchmark Replacement Date: 
 (a) the sum of (i) Term SOFR and (ii) the Benchmark Replacement Adjustment; 

(b) the sum of (i) Compounded SOFR and (ii) the Benchmark Replacement Adjustment; 

(c) the sum of (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the
replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment; and 

(d) the sum of (i) the alternate rate of interest that has been selected by the Administrator in its reasonable discretion as the
replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment.] 

[“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the
Administrator as of the Benchmark Replacement Date: 
 (a) the spread adjustment, or method for calculating or determining such spread
adjustment (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; and 

(b) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrator in its reasonable
discretion for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement.] 
 [“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definitions of “Benchmark Determination Date,” “Interest
Period,” and “Reference Time,” the timing and frequency of determining rates, the process of making payments of interest and other administrative matters) that the Administrator decides may be appropriate to reflect the adoption of
such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no
market practice for use of the Benchmark Replacement exists, in such other manner as the Administrator determines is reasonably necessary).] 

[“Benchmark Replacement Date” means: 

  
 A-4 













 (a) in the case of clause (a) or (b) of the definition of “Benchmark
Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the
Benchmark; or 
 (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the
public statement or publication of information referenced therein. 
 For the avoidance of doubt, if the event giving rise to the Benchmark
Replacement Date occurs on a Benchmark Determination Date, but earlier than the Reference Time for such Benchmark Determination Date, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.]

 [“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the
then-current Benchmark: 
 (a) a public statement or publication of information by or on behalf of the administrator of the Benchmark
announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
the Benchmark; 
 (b) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark,
the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with
similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely; provided that, at the
time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or 
 (c) a public
statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative of the underlying market or economic reality or may no longer be used.] 

“Benefit Plan” means (a) any “employee benefit plan” as defined in Section 3(3) of ERISA which is subject
to Title I of ERISA, (b) a “plan” described by Section 4975(e)(1) of the Code, which is subject to Section 4975 of the Code or (c) any entity deemed to hold the plan assets of any of the foregoing. 

“Book-Entry Notes” means a beneficial interest in the Notes, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 2.10 of the Indenture. 
 “Business Day”
means any day other than a Saturday, a Sunday or a day on which banking institutions in the states of Delaware, Illinois, Virginia or New York are authorized or obligated by law, executive order or government decree to be closed. 

  
 A-5 













 “Casualty” means, with respect to any Transaction Unit, that the Servicer
has actual knowledge that the Vehicle included in such Unit (a) shall have suffered damage or destruction resulting in an insurance settlement on the basis of an actual, constructive or compromised total loss, (b) shall have suffered
destruction or damage beyond repair, (c) shall have suffered damage that makes repairs uneconomic or (d) shall have suffered destruction, damage, theft, loss or disappearance that, in accordance with Customary Servicing Practices, results
in a termination of the related Lease. 
 “Certificate” means a certificate evidencing the beneficial interest of the
Certificateholder in the Issuer, substantially in the form of Exhibit A to the Trust Agreement. 

“Certificateholder” means the registered holder of the Certificate. 

“Class” means a group of Notes whose form is identical except for variation in denomination, principal amount or owner, and
references to “each Class” thus mean each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes and the Class A-4 Notes. 

“Class A-1 Interest Rate” means [ ]% per annum (computed on
the basis of the actual number of days elapsed during the applicable Interest Period, but assuming a 360-day year). 

“Class A-1 Note Balance” means, as of any date, the Initial Class A-1 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-1 Notes. 

“Class A-1 Noteholders’ Interest Carryover Shortfall” means,
with respect to any Payment Date, the excess of the Class A-1 Noteholders’ Monthly Accrued Interest for the preceding Payment Date and any outstanding
Class A-1 Noteholders’ Interest Carryover Shortfall on such preceding Payment Date, over the amount in respect of interest that is actually paid to Holders of
Class A-1 Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to Holders of Class A-1 Notes on the preceding Payment
Date, to the extent permitted by law, at the Class A-1 Interest Rate for the related Interest Period. 

“Class A-1 Noteholders’ Monthly Accrued Interest” means, with
respect to any Payment Date, the aggregate interest accrued for the related Interest Period on the Class A-1 Notes at the Class A-1 Interest Rate on the Class A-1 Note Balance on the immediately preceding Payment Date or the Closing Date, as the case may be, after giving effect to all payments of principal to the Holders of the
Class A-1 Notes on or prior to such preceding Payment Date. 
 “Class A-1 Notes” means the Class of Auto Lease Asset Backed Notes designated as Class A-1 Notes, issued in accordance with the Indenture. 

“Class A-2 Interest Rate” means [ ]% per annum (computed on
the basis of a 360-day year of twelve 30-day months). 

“Class A-2 Note Balance” means, as of any date, the Initial Class A-2 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-2 Notes. 

  
 A-6 













 “Class A-2
Noteholders’ Interest Carryover Shortfall” means, with respect to any Payment Date, the excess of the Class A-2 Noteholders’ Monthly Accrued Interest for the preceding Payment Date and
any outstanding Class A-2 Noteholders’ Interest Carryover Shortfall on such preceding Payment Date, over the amount in respect of interest that is actually paid to Holders of the Class A-2 Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to Holders of the Class A-2 Notes on the preceding Payment
Date, to the extent permitted by law, at the Class A-2 Interest Rate for the related Interest Period. 

“Class A-2 Noteholders’ Monthly Accrued Interest” means, with
respect to any Payment Date, the sum of the aggregate interest accrued for the related Interest Period on the Class A-2 Notes at the Class A-2 Interest Rate on
the Class A-2 Note Balance immediately preceding the Payment Date or the Closing Date, as the case may be, after giving effect to all payments of principal to the Holders of the Class A-2 Notes on or prior to such preceding Payment Date. 
 “Class A-2 Notes” means the Class of Auto Lease Asset Backed Notes designated as Class A-2 Notes, issued in accordance with the Indenture. 

“Class A-3 Interest Rate” means [ ]% per annum (computed on
the basis of a 360-day year of twelve 30-day months). 

“Class A-3 Note Balance” means, as of any date, the Initial Class A-3 Note Balance reduced by all payments of principal made on or prior to such date on the Class A-3 Notes. 

“Class A-3 Noteholders’ Interest Carryover Shortfall” means,
with respect to any Payment Date, the excess of the Class A-3 Noteholders’ Monthly Accrued Interest for the preceding Payment Date and any outstanding
Class A-3 Noteholders’ Interest Carryover Shortfall on such preceding Payment Date, over the amount in respect of interest that is actually paid to Holders of the
Class A-3 Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to Holders of the Class A-3 Notes on the preceding
Payment Date, to the extent permitted by law, at the Class A-3 Interest Rate for the related Interest Period. 

“Class A-3 Noteholders’ Monthly Accrued Interest” means, with
respect to any Payment Date, the sum of the aggregate interest accrued for the related Interest Period on the Class A-3 Notes at the Class A-3 Interest Rate on
the Class A-3 Note Balance immediately preceding the Payment Date or the Closing Date, as the case may be, after giving effect to all payments of principal to the Noteholders of the Class A-3 Notes on or prior to such preceding Payment Date. 
 “Class A-3 Notes” means the Class of Auto Lease Asset Backed Notes designated as Class A-3 Notes, issued in accordance with the Indenture. 

“Class A-4 Interest Rate” [means [ ]% per annum (computed on
the basis of a 360-day year of twelve 30-day months)][means, with respect to any Payment Date and the related Interest Period, the Benchmark for the related Interest
Period plus [ ]% per annum (subject to any related Benchmark Replacement Adjustment) (computed on the basis of the actual number of days elapsed during the applicable Interest Period, but assuming a 360-day
year); provided, however, that for any Interest Period for which the sum of the Benchmark for such Interest Period plus such applicable spread is less than 0.00%, the Class A-4 Interest Rate
shall be deemed to be 0.00%]. 

  
 A-7 













 “Class A-4 Note
Balance” means, as of any date, the Initial Class A-4 Note Balance reduced by all payments of principal made on or prior to such date on the
Class A-4 Notes. 

“Class A-4 Noteholders’ Interest Carryover Shortfall” means,
with respect to any Payment Date, the excess of the Class A-4 Noteholders’ Monthly Accrued Interest for the preceding Payment Date and any outstanding
Class A-4 Noteholders’ Interest Carryover Shortfall on such preceding Payment Date, over the amount in respect of interest that is actually paid to Noteholders of the
Class A-4 Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to Noteholders of the Class A-4 Notes on the preceding
Payment Date, to the extent permitted by law, at the Class A-4 Interest Rate for the related Interest Period. 

“Class A-4 Noteholders’ Monthly Accrued Interest” means, with
respect to any Payment Date, the sum of the aggregate interest accrued for the related Interest Period on the Class A-4 Notes at the Class A-4 Interest Rate on
the Class A-4 Note Balance immediately preceding the Payment Date or the Closing Date, as the case may be, after giving effect to all payments of principal to the Noteholders of the Class A-4 Notes on or prior to such preceding Payment Date. 
 “Class A-4 Notes” means the Class of Auto Lease Asset Backed Notes designated as Class A-4 Notes, issued in accordance with the Indenture. 

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the
Exchange Act and shall initially be DTC. 
 “Clearing Agency Participant” means a broker, dealer, bank or other financial
institution or other Person for which from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. 

“Closing Date” means [ ], [ ]. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor law, and the Treasury
Regulations promulgated thereunder. 
 “Collateral” has the meaning set forth in the Granting clause of the Indenture. 

“Collection Account” means the trust account designated as such established and maintained pursuant to
Section 8.2(b) of the Indenture. 
 “Collection Period” means the period commencing on the first
day of each fiscal month of the Servicer and ending on the last day of such fiscal month (or, in the case of the initial Collection Period, the period commencing on the close of business on the Cut-Off Date
and ending on [ ]). As used herein, the “related” Collection Period with respect to a Payment Date shall be deemed to be the Collection Period which precedes such Payment Date. 

  
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 “Collections” means, with respect to any Collection Period, an amount equal
to the following, but only to the extent relating solely to the Transaction SUBI Portfolio: (a) all monthly lease payments on any Lease, (b) Sales Proceeds in respect of any Transaction Vehicle, (c) Excess Wear and Tear Charges,
Excess Mileage Charges and any other payments, receipts or Recoveries (including any residual value insurance proceeds and other insurance proceeds) by or on behalf of any Lessee or otherwise with respect to any Unit and (d) all Pull-Ahead Amounts with respect to any Lease; provided that the term “Collections” shall not include (i) Supplemental Servicing Fees, (ii) payments allocable to sales, use or other
taxes (which shall be collected by the Servicer and remitted to the applicable Governmental Authority or used to reimburse the Servicer for payment of such amounts in accordance with Customary Servicing Practices), (iii) payments allocable to
premiums for force-placed insurance policies purchased by the Servicer on behalf of any Lessee (which shall be collected by the Servicer and remitted to the applicable insurance company (or if such amounts were paid by the Servicer, to the Servicer)
in accordance with Customary Servicing Practices), (iv) payments allocable to fines for parking violations incurred by any Lessee but assessed to the Origination Trust as the owner of the related Vehicle (which shall be collected by the Servicer and
remitted to the applicable Governmental Authority (or if such amounts were paid by the Servicer, to the Servicer) in accordance with Customary Servicing Practices) and (v) rebates of premiums with respect to the cancellation of any insurance
policy or service contract. 
 “Commission” means the U.S. Securities and Exchange Commission. 

[“Compounded SOFR” means, with respect to any Interest Period, the compounded average, in arrears, of the SOFRs for each day
of such Interest Period, as determined on the Benchmark Determination Date for such Interest Period, with the rate, or methodology for this rate, and conventions for this rate (which will include a five Business Day suspension period as a mechanism
to determine the interest amount payable prior to the end of each Interest Period, such that the SOFR on the Benchmark Determination Date will apply for each day in the Interest Period following the Benchmark Determination Date) being established by
the Administrator in accordance with: 
 (a) the rate, or methodology for this rate, and conventions for this rate selected or recommended by
the Relevant Governmental Body for determining Compounded SOFR; or 
 (b) if, and to the extent that, the Administrator determines that
Compounded SOFR cannot be determined in accordance with clause (a) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Administrator in its reasonable discretion.] 

“Corporate Trust Office” means: 

(a) as used in the Indenture, or otherwise with respect to Indenture Trustee, the principal office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered which office at date of the execution of the Indenture is located at [ ], or at such other address as the Indenture Trustee may designate from time to time by notice to the
Noteholders, the Administrator, the Servicer and the Issuer, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders and the Owner Trustee); and


  
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 (b) as used in the Trust Agreement, or otherwise with respect to Owner Trustee, the
corporate trust office of the Owner Trustee located at [ ], or at such other address as the Owner Trustee may designate by notice to the Certificateholder and the Transferor, or the principal corporate trust office of any successor Owner
Trustee (the address of which the successor Owner Trustee will notify the Certificateholder and the Transferor). 
 [“Corresponding
Tenor” means, with respect to a Benchmark Replacement, a tenor (including overnight) having approximately the same length (disregarding any business day adjustment) as the applicable tenor for the then-current Benchmark.] 

“Credit Losses” means, for any Collection Period, an amount equal to the excess of (a) the sum of the Securitization
Value for all Included Units charged-off (i.e., that became Terminated Units before maturity of the related Lease and for which all scheduled payments thereunder have not been made) during that Collection
Period over (b) the sum of Sales Proceeds and Recoveries received by the Servicer with respect to charged-off Units during that Collection Period. 

“Cumulative Net Credit Losses” means, through any Collection Period, the sum (which number may be positive or negative) of
the Credit Losses for all Collection Periods from and including the Cut-Off Date to and including such Collection Period. 

“Cumulative Net Residual Losses” means, through any Collection Period, the sum (which number may be positive or negative) of
the Residual Losses for all Collection Periods from and including the Cut-Off Date to and including such Collection Period. 

“Customary Servicing Practices” means the customary practices of the Servicer with respect to Vehicles and Leases held by the
Origination Trust, without regard to whether such Vehicles and Leases have been identified and allocated into a SUBI Portfolio, as such practices may be changed from time to time. 

“Cut-Off Date” means the close of business on [ ],[ ]. 

“Dealer” means a motor vehicle dealership in the VCI dealer network. 

“Default” means any occurrence that is, or with notice or lapse of time or both would become, an Indenture Default. 

“Defaulted Lease” means a Lease related to a Defaulted Unit. 

“Defaulted Unit” means any Unit with a related Lease for which any of the following has occurred during a Collection Period:
(a) any payment on such Lease is past due 90 or more days, (b) the related Vehicle has been repossessed but has not been charged off or (c) such related Lease has been charged off in accordance with Customary Servicing Practices. 


  
 A-10 













 “Definitive Note” means a definitive fully registered Note issued pursuant
to Section 2.12 of the Indenture. 
 “Delaware Trustee” means Wilmington Trust Company, a
Delaware trust company, as Delaware trustee of the Origination Trust under the Origination Trust Agreement. 
 “Delinquency
Percentage” means, for each Payment Date and the related Collection Period, an amount equal to the ratio (expressed as a percentage) of (i) the aggregate Securitization Value of all Included Units related to 61-Day Delinquent Leases as of the last day of such Collection Period to (ii) the aggregate Securitization Value of the Included Units as of the last day of such Collection Period. 

“Delinquency Trigger” means, for any Payment Date and the related Collection Period, [__]%. 

“Delinquent Unit” means any Transaction Unit (other than a Defaulted Unit) with a related Transaction Lease on which any
payment is past due for more than 30 days. 
 “Depository Agreement” means the agreement, dated as of the Closing Date,
executed by the Issuer in favor of DTC, as the initial Clearing Agency, as the same may be amended or supplemented from time to time. 

“Determination Date” means the second Business Day preceding the related Payment Date, beginning [ ],[ ]. 

“Dollar” and “$” mean lawful currency of the United States of America. 

“Domestic Corporation” means an entity that is treated as a corporation for U.S. federal income tax purposes and is a United
States person under Section 7701(a)(30) of the Code. 
 “DTC” means The Depository Trust Company, and its successors.

 “E-Sign Act” means the Electronic Signatures in Global and National Commerce
Act. 
 “Eligible Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated
trust account with the corporate trust department of a depository institution acting in its fiduciary capacity organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic
branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as such depository institution has a long-term unsecured debt rating of at least “[    ]” from
each of [    ] and [    ]. Any such trust account may be maintained with the Owner Trustee, the Indenture Trustee or any of their respective Affiliates, if such accounts meet the requirements described in
clause (b) of the preceding sentence. 

  
 A-11 













 “Eligible Institution” means a depository institution or trust company
(which may be the Owner Trustee, the Indenture Trustee or any of their respective Affiliates) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign
bank) (a) which (x) at all times has either (i) a long-term senior unsecured debt rating of at least “[    ]” by [    ] and at least “[    ]” by
[    ] or (ii) a certificate of deposit rating of “[    ]” by [    ] and “[    ]” by [    ] or (y) otherwise satisfies
the Rating Agency Condition and (b) whose deposits are insured by the Federal Deposit Insurance Corporation; provided, that a foreign financial institution shall be deemed to satisfy clause (b) if such foreign financial institution
meets the requirements of Rule 13k-1(b)(1) under the Exchange Act (17 CFR §240.13k-1(b)(1)). 

“Eligible Unit” means, at the Cut-Off Date, a Unit: 

 

	 	(a)	 the Lessee of which (i) is a resident of, or organized under the laws of and with its chief executive
office in, the United States, (ii) is not an Affiliate of VCI, (iii) is not a government or a governmental subdivision or agency, (iv) is not shown on the Servicer’s records as a debtor in a pending Bankruptcy Event and
(v) is not the Lessee of any Defaulted Lease; 


  

	 	(b)	 for which the related Vehicle, to VCI’s knowledge, was not subject to an event which would constitute a
Casualty with respect to such Vehicle; 


  

	 	(c)	 for which the related Lease is an “account” or “chattel paper” within the meaning of Section 9-102 of the UCC of all applicable jurisdictions; 


  

	 	(d)	 for which the related Lease constitutes the legal, valid and binding obligation of the related Lessee
enforceable against such Lessee in accordance with its terms subject to no offset, counterclaim, defense or other Adverse Claim; 


  

	 	(e)	 for which (i) good and valid ownership of such Lease has validly and effectively vested in the Origination
Trust and (ii) as of the Closing Date, good and valid ownership of the beneficial interest of such Lease will be validly and effectively conveyed to, and vested in the Transferor, in each case, free and clear of all adverse claims, except for
Permitted Liens; 


  

	 	(f)	 for which the related Lease arises under a contract that does not require the Lessee under such contract to
consent to the transfer, sale or assignment of the rights of the Origination Trust under such contract; 


  

	 	(g)	 for which the related Lease does not, in whole or in part, materially contravene any law, rule or regulation
applicable thereto (including, without limitation, those relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy); 



 

	 	(h)	 for which the related Lease was not originated in, or is subject to the laws of, any jurisdiction under which
the transfer and assignment of a beneficial interest in such Vehicle pursuant to a transfer of the Transaction SUBI Certificate or the Transaction SUBI is unlawful, void or voidable; 



  
 A-12 














	 	(i)	 for which the related Lease was originated in compliance, and complies in all material respects, with all
material applicable legal requirements; 


  

	 	(j)	 which was generated in the ordinary course of the Origination Trust’s business; 



 

	 	(k)	 for which only one original of the related Lease exists, which is held by the Servicer on behalf of the
Origination Trust; 


  

	 	(l)	 for which there is no credit-related recourse to the related Dealer; 



 

	 	(m)	 for which the related Lease is in full force and effect, and has not been satisfied, subordinated or rescinded;



  

	 	(n)	 for which the related Lease requires the related Lessee to obtain physical damage insurance covering the
related Vehicle in accordance with the Servicer’s Customary Servicing Practices, was originated in compliance with the Servicer’s Customary Servicing Practices and otherwise complies with the Servicer’s Customary Servicing Practices;



  

	 	(o)	 for which the related Lease has a remaining term to maturity, as of the
Cut-Off Date, greater than or equal to [3] months and less than or equal to [44] months and had an original lease term greater than or equal to [24] months and less than or equal to [48] months;



  

	 	(p)	 which is not more than [30] days past due as of the Cut-Off Date and is
not a Defaulted Lease; 


  

	 	(q)	 for which the related Lease is payable solely in U.S. dollars; 



 

	 	(r)	 which has a Securitization Value, as of the Cut-Off Date, not greater
than $[                ]; 


  

	 	(s)	 for which the related Lease provides for substantially equal monthly payments and level payments that fully
amortize the adjusted capitalized cost of the Lease to the related Stated Residual Value over the term of such Lease; 


  

	 	(t)	 for which the related Lease was originated on or after [    ]; and 



 

	 	(u)	 for which the related Vehicle is a new Volkswagen brand or Audi brand vehicle, in each case, that is not a
diesel engine vehicle. 


 “End User” means, with respect to each Lease, the lessee thereunder. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 

  
 A-13 













 “Event of Loss” means, with respect to any Transaction Unit, a Casualty
with respect to the Vehicle included in such Unit. 
 “Excess Mileage Charges” means, with respect to any Unit, the amount
of charges for excess mileage on the related Vehicle received from the Lessee at the expiration of the Lease. 
 “Excess Wear and
Tear Charges” means, with respect to any Unit, the amount of charges for wear and tear to the related Vehicle received from the Lessee at the expiration of the Lease. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Exchange Act Reports” means any reports on Form 10-D, Form 8-K and Form 10-K filed or to be filed by the Transferor with respect to the Issuer under the Exchange Act. 

“Executive Officer” means (a) with respect to any corporation or depository institution, the Chief Executive Officer,
the Chief Operating Officer, the Chief Financial Officer, the President, the Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation or depository institution and (b) with respect to any partnership, any
general partner thereof. 
 “FATCA” means Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or
successor provisions that are substantially similar), any current or future regulations thereunder or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any published intergovernmental
agreement entered into in connection with the implementation the foregoing and any fiscal or regulatory legislation, rules or official practices adopted pursuant to such published intergovernmental agreement. 

“FATCA Withholding Tax” means any withholding or deduction required pursuant to FATCA. 

[“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at
http://www.newyorkfed.org, or any successor source.] 
 “Final Scheduled Payment Date” means, with respect to (a) the Class A-1 Notes, the Payment Date occurring [ ] [ ], (b) the Class A-2 Notes, the Payment Date occurring [ ] [ ], (c) the
Class A-3 Notes, the Payment Date occurring [ ] [ ], and (d) the Class A-4 Notes, the Payment Date occurring [ ] [ ]. 

“Financing” means, collectively, (a) any financing transaction of any sort undertaken by VCI or any Affiliate of VCI
involving, directly or indirectly, Origination Trust Assets (including, without limitation, any financing undertaken in connection with the issuance and assignment of any SUBI and related SUBI Certificate), (b) any sale or purchase by the Transferor
or any other Special Purpose Entity of any interest in one or more SUBIs and (c) any other asset securitization, synthetic lease, sale-leaseback, secured loan or similar transaction involving Origination Trust Assets or any beneficial interest
therein or in the Origination Trust. 

  
 A-14 













 “First Priority Principal Distribution Amount” means, with respect to any
Payment Date, an amount not less than zero, equal to the excess of (a) the Outstanding Amount of the Notes as of the preceding Payment Date (after giving effect to any principal payments made on the Notes on such preceding Payment Date),
over (b) the aggregate Securitization Value as of the last day of the Collection Period preceding such Payment Date; provided, however, that the First Priority Principal Distribution Amount on and after the Final Scheduled Payment
Date of any Class of Notes shall not be less than the amount that is necessary to reduce the Outstanding Amount of that Class of Notes to zero. 

[“Fitch” means Fitch Ratings, Inc., or any successor that is a nationally recognized statistical rating organization.] 

“Form 10-D Disclosure Item” means with respect to any Person, (a) any legal
proceedings pending against such Person or of which any property of such Person is then subject, or (b) any proceedings known to be contemplated by governmental authorities against such Person or of which any property of such Person would be
subject, in each case that would be material to the Noteholders. 
 “Form 10-K Disclosure
Item” means with respect to any Person, (a) any Form 10-D Disclosure Item and (b) any affiliations or relationships between such Person and any Item 1119 Party to the extent a Responsible
Officer of such Person (in the case of the Indenture Trustee, any Origination Trustee and the Owner Trustee) has actual knowledge thereof. 

“GAAP” means generally accepted accounting principles in the USA, applied on a materially consistent basis; provided,
however, that no financial test contained in the Transaction Documents shall fail to be satisfied as a result of the adoption or amendment (including any published interpretation) after the Closing Date by any governmental or accounting body of
any financial accounting standard, and any notices, representations or certifications based on financial accounting data that are required under the Transaction Documents may be delivered without giving effect to the adoption or amendment of such
financial accounting standard. 
 “Governmental Authority” means any (a) Federal, state, municipal, foreign or other
governmental entity, board, bureau, agency or instrumentality, (b) administrative or regulatory authority (including any central bank or similar authority) or (c) court or judicial authority. 

“Grant” means to mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, grant
a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all
rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim, collect, receive and give receipt for principal and interest payments in respect of the Collateral and
all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the Granting party or otherwise and generally to
do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto. Other forms of the verb “to Grant” shall have correlative meanings. 

  
 A-15 













 “Holder” means, as the context may require, the Certificateholder or a
Noteholder or both. 
 “Included Units” means, for any Collection Period, all Transaction Units as of the beginning of such
Collection Period (or, in the case of the initial Collection Period, the Closing Date), other than Units the beneficial interest in which were repurchased by VCI during such Collection Period pursuant to Section 2.3 of the
SUBI Sale Agreement or Section 7.12 of the Transaction SUBI Servicing Supplement. 
 “Indenture” means the Indenture,
dated as of the Closing Date, between the Issuer and Indenture Trustee, as the same may be amended and supplemented from time to time. 

“Indenture Default” has the meaning set forth in Section 5.1 of the Indenture. 

“Indenture Secured Parties” means the Noteholders. 

“Indenture Trustee” means [ ], [a national banking association], not in its individual capacity but as indenture trustee
under the Indenture, or any successor trustee under the Indenture. 
 “Independent” means, when used with respect to any
specified Person, that such Person (a) is in fact independent of the Issuer, any other obligor upon the Notes, the Administrator and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor upon the Notes, the Administrator or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor upon the Notes, the
Administrator or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions. 

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances
described in, and otherwise complying with, the applicable requirements of Section 11.1(b) of the Indenture, made by an independent appraiser or other expert appointed by an Issuer Order, and such opinion or certificate
shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof. 

“Initial Beneficiary” means VCI, as initial beneficiary under the Origination Trust Agreement and its permitted successors
and assigns. 
 “Initial Class A-1 Note Balance” means
$[ ]. 
 “Initial Class A-2 Note Balance” means $[ ].

 “Initial Class A-3 Note Balance” means $[ ]. 

“Initial Class A-4 Note Balance” means $[ ]. 

  
 A-16 













 “Initial Note Balance” means, for any Class, the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance or the Initial Class A-4 Note Balance, as applicable, or with respect to the Notes generally, the sum of the foregoing. 

“Initial Securitization Value” means $[ ]. 

“Initial Trust Agreement” means the Trust Agreement, dated as of [ ], [ ], between the Transferor and the Owner
Trustee. 
 “Instituting Noteholders” has the meaning set forth in Section 7.5(a) of the
Indenture. 
 “Insurance Policy” means (a) any comprehensive and collision, fire, theft or other insurance policy
maintained by a Lessee in which the Servicer or the Origination Trust is named as loss payee with respect to one or more Transaction Units and (b) any credit life or credit disability insurance maintained by a Lessee in connection with any
Transaction Unit. 
 “Interest Period” means, with respect to any Payment Date, (a) with respect to the Class A-1 Notes [and the Class A-4 Notes], from and including the Closing Date (in the case of the first Payment Date) or from and including the prior Payment Date
to but excluding such Payment Date (for example, for a Payment Date in [ ], the Interest Period is from and including the Payment Date in [ ] to but excluding the Payment Date in [ ]); and (b) with respect to the
Class A-2 Notes, the Class A-3 Notes [and the Class A-4 Notes], from and including the 20th day of the calendar
month preceding each Payment Date (or the Closing Date in the case of the first Payment Date) to but excluding the [20th] day of the following month. 

“Interest Rate” means (a) with respect to the Class A-1 Notes, the Class A-1 Interest Rate, (b) with respect to the Class A-2 Notes, the Class A-2 Interest Rate, (c) with
respect to the Class A-3 Notes, the Class A-3 Interest Rate or (d) with respect to the Class A-4 Notes, the Class A-4 Interest Rate. 
 “Investor” means (a) with respect to any Book-Entry
Note, each related Note Owner and (b) with respect to any Definitive Note, each related Noteholder. 
 “Issuer” means
Volkswagen Auto Lease Trust 20[ ]-[ ], a Delaware statutory trust established pursuant to the Initial Trust Agreement and continued under the Trust Agreement, until a successor replaces it and, thereafter, means the successor and, for
purposes of any provision contained herein, each other obligor on the Notes. 
 “Issuer Order” and “Issuer
Request” means a written order or request of the Issuer signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee. 

“Item 1119 Party” means the Transferor, VCI, the Servicer, the Indenture Trustee, each Underwriter, the Owner Trustee, the
UTI Trustee, the SUBI Trustee, the Administrative Trustee, the Delaware Trustee and any other material transaction party identified by the Transferor or VCI to the Indenture Trustee, the Owner Trustee and the Origination Trustees in writing. 

  
 A-17 













 “Lease” means a lease of a Vehicle. 

“Lessee” means, with respect to each Lease, the lessee thereunder. 

[“LIBOR” means, with respect to any Interest Period, the London interbank offered rate for deposits in U.S. dollars having a
maturity of one month commencing on the related LIBOR Determination Date which appears on the Bloomberg Screen BBAM Page (or any successor page) as of 11:00 a.m., London time, on such LIBOR Determination Date; provided, however, that
for the first Interest Period, LIBOR shall mean an interpolated rate for deposits based on London interbank offered rates for deposits in U.S. Dollars for a period that corresponds to the actual number of days in the first Interest Period. If the
rates used to determine LIBOR do not appear on the Bloomberg Screen BBAM Page (or any successor page), the rates for that day will be determined on the basis of the rates at which deposits in U.S. dollars, having a maturity of one month and in a
principal balance of not less than U.S. $1,000,000 are offered at approximately 11:00 a.m. London time, on such LIBOR Determination Date to prime banks in the London interbank market by the reference banks selected by the Transferor. The Indenture
Trustee will request the principal London office of each of such reference banks selected by the Transferor to provide a quotation of its rate. If at least two such quotations are provided, the rate for that day will be the arithmetic mean to the
nearest 1/100,000 of 1.00% (0.0000001), with five one-millionths of a percentage point rounded upward, of all such quotations. If fewer than two such quotations are provided, the rate for that day will be the
arithmetic mean to the nearest 1/100,000 of 1.00% (0.0000001), with five one-millionths of a percentage point rounded upward, of the offered per annum rates that one or more leading banks in New York City,
selected by the Transferor, are quoting as of approximately 11:00 a.m., New York City time, on such LIBOR Determination Date to leading European banks for United States dollar deposits for that maturity; provided, that if the banks
selected as aforesaid are not quoting as mentioned in this sentence, LIBOR in effect for the applicable Interest Period will be LIBOR in effect for the previous Interest Period. The reference banks are the four major banks in the London interbank
market selected by the Transferor.] 
 [“LIBOR Determination Date” means the second London Business Day prior to the
Closing Date with respect to the first Payment Date and, as to each subsequent Payment Date, the second London Business Day prior to the immediately preceding Payment Date.] 

“Lien” means, for any asset or property of a Person, a lien, mortgage, pledge, security interest, charge, excise, claim or
other encumbrance of any kind in, of or on such asset or property in favor of any other Person, except any Permitted Lien. 

[“London Business Day” means any day other than a Saturday, Sunday or day on which banking institutions in London, England
are authorized or obligated by law or government decree to be closed.] 
 “Monthly Remittance Condition” has the meaning
set forth in Section 7.3 of the Transaction SUBI Servicing Supplement. 

  
 A-18 













 [“Moody’s” means Moody’s Investors Service, Inc., or any
successor that is a nationally recognized statistical rating organization.] 
 “MSRP” means, with respect to any Vehicle,
the Manufacturer’s Suggested Retail Price for such Vehicle. 
 “MSRP ALG Residual” means, with respect to any Lease
and the related Vehicle, the residual value estimate produced by Automotive Lease Guide at the time of origination of the Lease based on the total MSRP of the base vehicle and all VCI authorized options, without making a distinction between
the value adding options and non-value adding options. 
 “Note” means a Class A-1 Note, Class A-2 Note, Class A-3 Note or Class A-4 Note, in each
case substantially in the form of Exhibit A to the Indenture. 
 “Note Balance” means, with respect to any date of
determination, for any Class, the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance
or the Class A-4 Note Balance, as applicable, or with respect to the Notes generally, the sum of the foregoing. 

“Note Factor” means, with respect to the Notes or any Class on any Payment Date, the
six-digit decimal equivalent of a fraction the numerator of which is the Note Balance of the Notes of such Class on such Payment Date (after giving effect to any payment of principal on such Payment Date)
and the denominator of which is the Initial Note Balance. 
 “Note Owner” means, with respect to a Book-Entry Note, the
Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in
each case in accordance with the rules of such Clearing Agency). 
 “Note Register” and “Note Registrar”
have the respective meanings set forth in Section 2.4 of the Indenture. 
 “Noteholder” means, as
of any date, the Person in whose name a Note is registered on the Note Register on such date. 
 “Noteholder Direction” has
the meaning set forth in Section 7.5(a) of the Indenture. 
 “Officer’s Certificate” means a
certificate signed by an Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, and delivered to, the Indenture
Trustee. 
 “Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly
provided in the Indenture or any other applicable Transaction Document, be employees of or counsel to the Issuer, the Servicer, the Transferor or the Administrator, and who shall be satisfactory to the Indenture Trustee, and which opinion or
opinions comply with any applicable requirements of the Transaction Documents and are in form and substance reasonably satisfactory to the recipient(s). Opinions of Counsel need address matters of law only and may be based upon stated assumptions as
to relevant matters of fact. 

  
 A-19 













 “Optional Purchase” has the meaning set forth in
Section 9.4 of the Trust Agreement. 
 “Optional Purchase Price” has the meaning set forth in
Section 9.4 of the Trust Agreement. 
 “Origination Trust” means VW Credit Leasing, Ltd., a
Delaware statutory trust formed under the Statutory Trust Act. 
 “Origination Trust Agreement” means the Trust Agreement,
dated as of June 2, 1999, among VCI as Settlor and Initial Beneficiary, Wilmington Trust Company, as Delaware Trustee, and U.S. Bank, as Administrative Trustee and UTI Trustee, as amended, supplemented and modified by the Transaction SUBI
Supplement and as the same may be further amended supplemented or modified from time to time. 
 “Origination Trust Assets”
means, at any time, all assets owned by the Origination Trust at such time. 
 “Origination Trust Documents” means the
Origination Trust Agreement, the Transaction SUBI Supplement, the Servicing Agreement (including the Transaction SUBI Servicing Supplement), the Transaction SUBI Certificate and all amendments or modifications thereto. 

“Origination Trustees” means, collectively, the SUBI Trustee, the UTI Trustee, the Administrative Trustee and the Delaware
Trustee. 
 “Other SUBI” means any special unit of beneficial interest in the Origination Trust other than the Transaction
SUBI. 
 “Other SUBI Assets” means the Origination Trust Assets allocated to any SUBI other than the Transaction SUBI. 

“Other SUBI Certificate” means a certificate of beneficial ownership representing beneficial ownership of the Origination
Trust Assets allocated to any SUBI other than the Transaction SUBI. 
 “Other SUBI Portfolio” means a portfolio of
Origination Trust Assets other than the Transaction SUBI Portfolio. 
 “Other SUBI Trustee” means the trustee of any Other
SUBI appointed under Section 4.2(d) of the Origination Trust Agreement. 
 “Outstanding” means,
as of any date, all Notes (or all Notes of an applicable Class) theretofore authenticated and delivered under this Indenture except: 

  
 A-20 













 (a) Notes (or Notes of an applicable Class) theretofore cancelled by the Note Registrar or
delivered to the Note Registrar for cancellation; 
 (b) Notes (or Notes of an applicable Class) or portions thereof the payment for which
money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the related Noteholders (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor, satisfactory to the Indenture Trustee, has been made); and 
 (c) Notes (or Notes of an
applicable Class) in exchange for or in lieu of other Notes (or Notes of such Class) that have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held
by a bona fide purchaser; 
 provided, that in determining whether Noteholders holding the requisite Outstanding Note Amount have given any request,
demand, authorization, direction, notice, consent, vote or waiver hereunder or under any Transaction Document, Notes owned by the Issuer, the Transferor, the Servicer (so long as VCI or one of its Affiliates is the servicer), the Administrator or
any of their respective Affiliates shall be disregarded and deemed not to be Outstanding (unless all Notes are then owned by the Issuer, the Transferor, the Servicer, the Administrator or any of their respective Affiliates), except that, in
determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, vote or waiver, only Notes that a Responsible Officer of the Indenture Trustee knows to be so owned
shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee thereof establishes to the satisfaction of the Indenture Trustee such pledgee’s right so to act with respect to such
Notes and that such pledgee is not the Issuer, the Transferor, the Servicer, the Administrator or any of their respective Affiliates. 

“Outstanding Amount” or “Outstanding Note Amount” means the aggregate principal amount of all Notes, or a
Class of Notes, as applicable, Outstanding at the date of determination. 
 “Owner Trustee” means [ ], a
[Delaware banking corporation], not in its individual capacity but solely as owner trustee under the Trust Agreement, and any successor Owner Trustee thereunder. 

“Paying Agent” means the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee
set forth in Section 6.11 of the Indenture and is authorized by the Issuer to make the payments to and distributions from the Collection Account and the Principal Distribution Account, including the payment of principal of
or interest on the Notes on behalf of the Issuer. 
 “Payment Date” means the 20th day of each calendar month or, if such day is not a Business Day, the next succeeding Business Day, beginning [ ], [ ]. As used herein, the “related” Payment Date with respect to a
Collection Period shall be deemed to be the Payment Date which immediately follows such Collection Period. 

  
 A-21 













 “Payment Date Advance Reimbursement” means, with respect to any Payment
Date, an amount equal to the sum of all outstanding Advances made by the Servicer prior to such Payment Date. 
 “Permitted
Investments” means (a) evidences of indebtedness, maturing within 30 days after the date of loan thereof, issued by, or guaranteed by the full faith and credit of, the federal government of the USA, (b) money market funds
(i) rated not lower than the highest rating category both from [ ] and the highest rating category from [ ] or (ii) which satisfy the Rating Agency Condition or (c) commercial paper issued by any corporation incorporated under the
laws of the USA and rated at least “[ ]” (or the equivalent) by [ ] and at least “[ ]” (or the equivalent) by [ ]. 

“Permitted Lien” means (1) with respect to any Unit (a) the interests of the parties under the Transaction
Documents; (b) the interests of the Origination Trust and any Lessee as provided in any Lease; (c) any liens thereon for taxes, assessments, levies, fees and other government and similar charges not due and payable or the amount or
validity of which is being contested in good faith by appropriate proceedings; (d) any liens of mechanics, suppliers, vendors, materialmen, laborers, employees, repairmen and other like liens arising in the ordinary course of the
Servicer’s, the Issuer’s or the Origination Trust’s (or if a Lease is then in effect, any Lessee’s) business securing obligations which are not due and payable or the amount or validity of which is being contested in good faith
by appropriate proceedings; (e) liens arising out of any judgment or award against the Transferor or the Origination Trust (or if a Lease is then in effect, any Lessee) with respect to which an appeal or proceeding for review is being taken in
good faith and with respect to which there shall have been secured a stay of execution pending such appeal or proceeding for review; and (f) any lien of the Origination Trust noted on the certificate of title of the Vehicle included in such
Unit for the sole purpose of causing the certificate of title for such Vehicle to be returned or otherwise delivered to the Transferor, the Servicer or the Origination Trust from the relevant registrar of titles and which does not convey to the
Origination Trust any other rights with respect to such Vehicle; and (2) with respect to any SUBI or SUBI Certificate, the type of liens described in subclauses (a), (c) and (e) of the foregoing clause (1). 

“Person” means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint
stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof. 

“Postmaturity Term Extension” means, with respect to any Included Unit, that the Servicer has granted an extension of the
term of the related Lease, and the Lease term as so extended ends beyond the last day of the Collection Period preceding the Final Scheduled Payment Date for the Class A-4 Notes. 

“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same
debt as that evidenced by such particular Note; provided, however, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 of the Indenture in lieu of a mutilated, destroyed,
lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note. 

  
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 “Principal Distribution Account” means the account designated as such,
established and maintained pursuant to Section 8.2(c) of the Indenture. 
 “Proceeding” means any
suit in equity, action at law or other judicial or administrative proceeding. 
 “Pull-Ahead Amount” means, with respect to
any Included Unit and the related Lease, an amount equal to (a) the sum of (i) any due and unpaid payments under such Lease, plus (ii) the monthly payment amount times the number of monthly payments not yet due with
respect to such Lease, minus (b) any unearned rent charges calculated under the scheduled actuarial method under such Lease. 

“Rating Agency” means either [ ] or [ ], as the context may require. If neither [ ] nor [ ] nor a successor thereto remains
in existence, “Rating Agency” shall mean any nationally recognized statistical rating organization or other comparable Person designated by the Transferor, notice of which shall be given to the Indenture Trustee, the Owner Trustee
and the Servicer. 
 “Rating Agency Condition” means, with respect to any event and each Rating Agency, either
(a) written confirmation (which may be in the form of a letter, a press release or other publication, or a change in such Rating Agency’s published ratings criteria to this effect) by such Rating Agency that the occurrence of such event
will not cause it to downgrade, qualify or withdraw its rating assigned to the Notes or (b) that such Rating Agency shall have been given notice of such event at least 10 days prior to such event (or, if 10 days’ advance notice is
impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice that the occurrence of such event will cause it to downgrade, qualify or withdraw its rating assigned to the Notes. [In the
event that Fitch is a Rating Agency, Fitch shall be given notice of any event or circumstance in accordance with clause (b) of the preceding sentence.] Notwithstanding the foregoing, no Rating Agency has any duty to review any notice given with
respect to any event, and it is understood that such Rating Agency may not actually review notices received by it prior to or after the expiration of the 10 day period described in (b) above. Further, each Rating Agency retains the right
to downgrade, qualify or withdraw its rating assigned to all or any of the Notes at any time in its sole judgment even if the Rating Agency Condition with respect to an event had been previously satisfied pursuant to clause (a) or
(b) above. 
 “Reallocated Lease” means a Lease for which the related Unit has been reallocated to the UTI Portfolio
pursuant to Section 2.3(b) of the SUBI Sale Agreement. 
 “Record Date” means, unless otherwise specified in any
Transaction Document, with respect to any Payment Date or Redemption Date, (a) for any Definitive Notes and for the Certificates, the close of business on the last Business Day of the calendar month immediately preceding the calendar month in
which such Payment Date or Redemption Date occurs and (b) for any Book-Entry Notes, the close of business on the Business Day immediately preceding such Payment Date or Redemption Date. 

  
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 “Records” means, for any Transaction Unit, all contracts, books, records
and other documents or information (including computer programs, tapes, disks, software and related property and rights, to the extent legally transferable) relating to such Transaction Unit or the related Lessee. 

“Recoveries” means, with respect to any Transaction Unit that has become a Defaulted Unit, all monies collected by the
Servicer (from whatever source, including, but not limited to, proceeds of a deficiency balance or insurance proceeds recovered after the charge-off of the related Transaction Unit) on such Defaulted Unit, net
of any expenses incurred by the Servicer in connection therewith, Supplemental Servicing Fees and any payments required by law to be remitted to the Lessee. 

“Redemption Date” means in the case of a redemption of the Notes pursuant to Section 10.1 of the
Indenture, the Payment Date specified by the Administrator or the Issuer pursuant to Section 10.1 of the Indenture. 

“Redemption Price” means an amount equal to the unpaid principal amount of the Notes redeemed plus accrued and unpaid
interest thereon at the applicable Interest Rate for the Notes being so redeemed, up to but excluding the Redemption Date. 

[“Reference Time” means, with respect to any Interest Period, (a) if the Benchmark is LIBOR, 11:00 a.m. (London time) on
the Benchmark Determination Date, and (b) if the Benchmark is a rate other than LIBOR, the time on the Benchmark Determination Date determined by the Administrator according to Section 3.1 of the Indenture.] 

“Registered Holder” means the Person in whose name a Note is registered on the Note Register on the related Record Date. 

“Regular Principal Distribution Amount” means, with respect to any Payment Date, an amount not less than zero, equal to the
difference between (a) the excess, if any, of (i) the Outstanding Amount of the Notes as of the preceding Payment Date (after giving effect to any principal payments made on the Notes on such preceding Payment Date) over
(ii) the Targeted Note Balance minus (b) the First Priority Principal Distribution Amount, if any, with respect to such Payment Date. 

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such regulation may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time. 

“Related Rights” means, with respect to any Vehicle and related Lease, all Origination Trust Assets to the extent such assets
are associated with such Unit. 

  
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 “Relevant Governmental Body” means the Federal Reserve Board and/or the
Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto. 

“Reportable Event” means any event required to be reported on Form 8-K, and in any
event, the following: 
 (a) entry into a material definitive agreement related to the Issuer, the Notes or the Transaction SUBI Portfolio or
an amendment to a Transaction Document, even if the Transferor is not a party to such agreement (e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(3) of Regulation AB); 

(b) termination of a Transaction Document (other than by expiration of the agreement on its stated termination date or as a result of all
parties completing their obligations under such agreement), even if the Transferor is not a party to such agreement (e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(3) of Regulation AB); 

(c) with respect to the Servicer only, the occurrence of a Servicer Replacement Event or an Indenture Default; 

(d) the resignation, removal, replacement or substitution of the Indenture Trustee or the Owner Trustee; and 

(e) with respect to the Indenture Trustee only, a required distribution to Holders of the Notes is not made as of the required Payment Date
under the Indenture. 
 “Reporting Date” means the second Business Day preceding the related Payment Date. 

“Requested Party” has the meaning set forth in Section 11.27 of the Indenture. 

“Requesting Party” has the meaning set forth in Section 11.27 of the Indenture. 

“Reserve Account” means the account designated as such, established and maintained pursuant to
Section 8.2(a) of the Indenture. 
 “Residual Losses” means, for any Collection Period, an amount
(which, for the avoidance of doubt, shall be a positive number in the case of residual losses and a negative number in the case of residual gains) equal to (a) the sum of all residual losses (i.e., the amount by which the Securitization Value
of a Transaction Unit exceeds the Sales Proceeds for such Unit) for all Included Units that became Terminated Units during such Collection Period following the scheduled termination of the related Leases minus (b) the sum of all Excess
Mileage Charges and Excess Wear and Tear Charges received by the Servicer with respect to Included Units during such Collection Period. 

  
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 “Responsible Officer” means, (a) with respect to the Indenture
Trustee, any officer within the corporate trust department of the Indenture Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Indenture Trustee who
customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the
particular subject and who, in each case, shall have direct responsibility for the administration of the Indenture and, (b) with respect to the Owner Trustee and each Origination Trustee, any officer within the Corporate Trust Office of the
Owner Trustee or such Origination Trustee, as applicable, including any Vice President, Assistant Vice President, or any other officer customarily performing functions similar to those performed by any of the above designated officers and also, with
respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case, having direct responsibility for the administration of the
Issuer or the Origination Trust, respectively. 
 “Review Conditions” means (a) the Delinquency Percentage for any
Payment Date exceeds the Delinquency Trigger for that Payment Date and (b) the required percentage of Noteholders or Note Owners, as applicable, have voted to direct an Asset Review of the Subject Leases. 

“Review Notice” means the notice delivered by the Indenture Trustee in accordance with
Section 7.5(b) of the Indenture to the Asset Representations Reviewer and the Servicer directing the Asset Representations Reviewer to perform an Asset Review. 

“Review Report” has the meaning set forth in Section 3.07 of the Asset Representations Review
Agreement. 
 “Review Satisfaction Date” means the date on which the Review Conditions are satisfied. 

[“Risk Retention Reserve Account” means an Eligible Account established by the Issuer, held by the Indenture Trustee, pledged
for the benefit of the Noteholders, and funded on the Closing Date with a deposit equal to $[ ]. ] 
 [“S&P” means
S&P Global Ratings.] 
 “Sales Proceeds” means, with respect to any Transaction Vehicle, an amount equal to the
aggregate amount of proceeds received by the Servicer from the purchaser in connection with the sale or other disposition of such Transaction Vehicle, net of any and all
out-of-pocket costs and expenses incurred by the Servicer in connection with such sale or other disposition, including without limitation, all repossession, auction,
painting, repair and any and all other similar liquidation and refurbishment costs and expenses. 
 “Sarbanes
Certification” has the meaning set forth in Section 11.23(b)(iv) of the Indenture. 

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended. 

“Section 385 Controlled Partnership” has the meaning set forth in Treasury Regulation Section 1.385-1(c)(1) for a “controlled partnership.” 

  
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 “Section 385 Expanded Group” has the meaning set forth
in Treasury Regulation Section 1.385-1(c)(4) for an “expanded group.” 

“Securities Act” means the Securities Act of 1933, as amended. 

“Securitization Rate” means, with respect to any Included Unit, [ ]%. 

“Securitization Value” means, for each Included Unit, (a) as of the Cut-Off Date
or any date other than the maturity date of the related Lease, the sum of (i) the present value (discounted at the Securitization Rate) of the aggregate monthly payments remaining on the Lease (including monthly payments due and not yet paid)
and (ii) the present value (discounted at the Securitization Rate) of the Base Residual Value of the related Vehicle and (b) as of the maturity date of the related Lease, the Base Residual Value of the related Vehicle; provided,
however, that the Securitization Value of a Terminated Unit is equal to zero. 
 “Servicer” means VCI, initially,
and any replacement Servicer appointed pursuant to the Transaction SUBI Servicing Supplement. 
 “Servicer Certificate” has
the meaning set forth in Section 8.3(a) of the Indenture. 
 “Servicer Replacement Event” means
any one or more of the following that shall have occurred and be continuing: 
 (a) any failure by the Servicer to deliver or cause to be
delivered any required payment to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for 10 Business Days after discovery thereof by an officer of the Servicer or receipt by the Servicer of written notice
thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the Outstanding Note Amount, voting together as a single Class; 

(b) any failure by the Servicer to duly observe or perform in any material respect any other of its covenants or agreements in the Transaction
SUBI Servicing Supplement or the Servicing Agreement, which failure materially and adversely affects the rights of any holder of the Transaction SUBI Certificate or the Noteholders, and which continues unremedied for 90 days after discovery thereof
by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the Outstanding Note Amount, voting together as a single Class; 

(c) any representation or warranty of the Servicer made in the Transaction SUBI Servicing Supplement or the Servicing Agreement, any other
Transaction Document to which the Servicer is a party or by which it is bound or any certificate delivered pursuant to the Transaction SUBI Servicing Supplement or the Servicing Agreement proves to be incorrect in any material respect when made,
which failure materially and adversely affects the rights of any holder of the Transaction SUBI Certificate or the Noteholders, and such failure continues unremedied for 90 days after discovery thereof by an officer of the Servicer or receipt by the
Servicer of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the Outstanding Note Amount, voting together as a single Class; it being understood that any repurchase of a Unit by VCI pursuant to
Section 2.3 of the SUBI Sale Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Unit; or 

  
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 (d) the Servicer suffers a Bankruptcy Event; 

provided, however, that a delay in or failure of performance referred to under clauses (a), (b) or (c) above for a period of 120 days will
not constitute a Servicer Replacement Event if such delay or failure was caused by force majeure or other similar occurrence. 

“Servicing Agreement” means the Amended and Restated Servicing Agreement, dated as of December 21, 2000, between the
Origination Trust and VCI, as amended, modified and supplemented by the Transaction SUBI Servicing Supplement, and as the same may be further amended or modified from time to time. 

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB. 

“Servicing Fee” means, for any Collection Period, an amount equal to the product of
(a) one-twelfth [(or, in the case of the first Payment Date, one-sixth)], (b) 1.00% and (c) the aggregate Securitization Value at the beginning of such
Collection Period (or, in the case of the first Payment Date, at the Cut-Off Date) of all Included Units for such Collection Period. 

“Settlor” means VCI, as settlor under the Origination Trust Agreement. 

[“SOFR” means, with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve
Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.] 

“Special Purpose Entity” means any special purpose corporation, partnership, limited partnership, trust, business trust,
limited liability company or other entity created for one or more Financings. 
 “Stated Residual Value” means, for any
Unit, the stated residual value of the related Vehicle established at the time of origination of the related Lease (or if subsequently revised in connection with an extension of a Lease, in accordance with Customary Servicing Practices). 

“Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §3801 et seq., as
the same may be amended from time to time. 
 “SUBI” means a special unit of beneficial interest in the Origination Trust.

 “SUBI Assets” means a separate portfolio of Origination Trust Assets allocated to a SUBI. 

“SUBI Certificate” means any trust certificate representing any SUBI. 

  
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 “SUBI Portfolio” means any portfolio of Origination Trust Assets allocated
to the Transaction SUBI or any Other SUBI. 
 “SUBI Sale Agreement” means the SUBI Sale Agreement, dated as of the Closing
Date, between VCI and the Transferor, as the same may be amended or modified from time to time. 
 “SUBI Transfer
Agreement” means the SUBI Transfer Agreement, dated as of the Closing Date, between the Transferor and the Issuer, as amended or supplemented from time to time. 

“SUBI Trustee” means [U.S. Bank], as SUBI Trustee under the Transaction SUBI Supplement. 

“Subject Leases” means, for any Asset Review, all 61-Day Delinquent Leases as of the
related Review Satisfaction Date; provided, however, that any Lease that is repurchased by VCI and reallocated to the UTI or is paid off after such date will no longer be a Subject Lease. 

“Supplemental Servicing Fees” means any and all (a) late fees, (b) extension fees, (c) prepayment charges,
(d) early termination fees or any other fees paid to the Servicer in connection with the termination of any Lease (other than monthly lease payments and Excess Wear and Tear Charges and Excess Mileage Charges), (e) non-sufficient funds charges and (f) any and all other administrative fees or similar charges allowed by applicable law received by or on behalf of the Servicer, the Transferor, the Issuer or the Origination
Trust with respect to any Unit. 
 “Targeted Note Balance” means, for each Payment Date, the excess, if any, of
(x) the aggregate Securitization Value as of the last day of the Collection Period preceding such Payment Date over (y) the Targeted Overcollateralization Amount. 

“Targeted Overcollateralization Amount” means, for each Payment Date, $[ ], which is [ ]% of the aggregate Securitization
Value of all Included Units as of the Cut-Off Date. 
 “Targeted Reserve Account
Balance” means $[ ], representing approximately [ ]% of the aggregate Securitization Value of the Transaction SUBI Assets as of the Cut-Off Date. 

“Tax Information” means information and/or properly completed and signed tax certifications sufficient to eliminate the
imposition of, or to determine the amount of, any withholding of tax, including FATCA Withholding Tax. 
 “Taxes” means all
taxes, charges, fees, levies or other assessments (including income, gross receipts, profits, withholding, excise, property, sales, use, license, occupation and franchise taxes and including any related interest, penalties or other additions)
imposed by any jurisdiction or taxing authority (whether foreign or domestic). 
 [“Term SOFR” means the forward-looking
term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body.] 

  
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 “Terminated Unit” means an Included Unit for which any of the following has
occurred during a Collection Period: 
 (a) the related Vehicle was sold or otherwise disposed of by the Servicer following (i) such
Unit becoming a Defaulted Unit or (ii) the scheduled or early termination (including any early termination by the related Lessee) of the related Lease; 

(b) such Unit became a Defaulted Unit or the related Lease terminated or expired more than 90 days prior to the end of such Collection Period
and the related Vehicle was not sold; or 
 (c) the Servicer’s records, in accordance with Customary Servicing Practices, disclose that
all insurance proceeds expected to be received have been received by the Servicer following a Casualty or other loss with respect to the related Vehicle. 

“Test Fail” has the meaning set forth in the Asset Representations Review Agreement. 

“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended and as in force on the date
hereof, unless otherwise specifically provided. 
 “Transaction Documents” means the Indenture, the Notes, the Depository
Agreement, the Transaction SUBI Servicing Supplement, the Transaction SUBI Supplement, the Servicing Agreement (to the extent that it deals solely with the Transaction SUBI and the Transaction SUBI Portfolio), the Origination Trust Agreement (to the
extent that it deals solely with the Transaction SUBI and the Transaction SUBI Portfolio), the SUBI Sale Agreement, the SUBI Transfer Agreement, the Administration Agreement, the Trust Agreement, the Asset Representations Review Agreement and all
other documents, instruments and agreements executed or furnished on the Closing Date in connection herewith and therewith, as the same may be amended or modified from time to time. 

“Transaction Lease” means, for any Transaction Vehicle, the Lease for such Transaction Vehicle. 

“Transaction SUBI” means that special unit of beneficial interest of the Origination Trust created by the Transaction SUBI
Supplement to which Transaction Units are allocated. 
 “Transaction SUBI Assets” means the Origination Trust Assets
allocated to the Transaction SUBI. 
 “Transaction SUBI Certificate” means the certificate of beneficial ownership,
representing beneficial ownership of the Origination Trust Assets comprising the Transaction SUBI Portfolio, issued pursuant to the Transaction SUBI Supplement. 

“Transaction SUBI Portfolio” means the Origination Trust Assets that are from time to time identified and allocated to the
Transaction SUBI in accordance with the terms of the Origination Trust Documents. 

  
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 “Transaction SUBI Servicing Supplement” means the Transaction SUBI
Supplement 20[ ]-[ ] to Servicing Agreement, dated as of the Closing Date, among the Origination Trust, the SUBI Trustee and the Servicer, as the same may be amended or modified from time to time. 

“Transaction SUBI Supplement” means the Transaction SUBI Supplement 20[ ]-[ ] to Origination Trust Agreement, dated
as of the Closing Date, between VCI, as Settlor and Initial Beneficiary, U.S. Bank, as Administrative Trustee, UTI Trustee and SUBI Trustee, and the Delaware Trustee, as the same may be amended or modified from time to time. 

“Transaction Unit” means a Unit that has been allocated to the Transaction SUBI Portfolio, the entire beneficial ownership
interest in which is represented by the Transaction SUBI Certificate. 
 “Transaction Vehicle” means, at any time, a
Vehicle then identified and allocated to the Transaction SUBI. 
 “Transferor” means Volkswagen Auto Lease/Loan
Underwritten Funding, LLC, a Delaware limited liability company. 
 “Treasury Regulations” means regulations, including
proposed or temporary regulations, promulgated under the Code from time to time. 
 “Trust Agreement” means the Amended and
Restated Trust Agreement, dated as of the Closing Date, between the Transferor and the Owner Trustee, as the same may be amended and supplemented from time to time. 

“Trust Estate” means all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and
other property of the Issuer, including (i) the Transaction SUBI Certificate (transferred pursuant to the SUBI Transfer Agreement), evidencing a 100% beneficial interest in the Transaction SUBI and the Included Units, including the right to
payments thereunder after the Cut-Off Date, (ii) the Transaction SUBI, (iii) the rights of the Issuer to the funds on deposit from time to time in the Accounts and any other account or accounts
established pursuant to the Indenture and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit
therein), (iv) the rights of the Transferor, as buyer, under the SUBI Sale Agreement, (v) the rights of the Issuer, as buyer, under the SUBI Transfer Agreement, (vi) the rights of the Issuer, as a third-party beneficiary, under the
Transaction SUBI Servicing Supplement, (vii) the rights of the Issuer, as a third-party beneficiary, under the Servicing Agreement, (viii) the rights of the Issuer, as a third-party beneficiary, under the Transaction SUBI Supplement,
(ix) the rights of the Issuer, as a third-party beneficiary, under the Origination Trust Agreement and (x) all proceeds of the foregoing. 

“UCC” means, unless the context otherwise requires, the Uniform Commercial Code as in effect in the relevant jurisdiction, as
amended from time to time. 
 “UETA” means the Uniform Electronic Transmissions Act. 

  
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 [“Unadjusted Benchmark Replacement” means the Benchmark Replacement
excluding the Benchmark Replacement Adjustment.] 
 “Underwriters” mean the several underwriters set forth on Schedule
I of the Underwriting Agreement. 
 “Underwriting Agreement” means the Underwriting Agreement, dated as of [ ], [ ],
among the Transferor, VCI and [ ], on behalf of itself and as representative of the Underwriters. 
 “Unit” means a
Vehicle, the related Lease and the Related Rights associated therewith. 
 “United States” or “USA” or
“U.S.” means the United States of America (including all states, the District of Columbia and political subdivisions thereof). 

“Updated ALG Residual” means, with respect to any Lease and the related Vehicle, an estimate of the expected residual value
of such Vehicle at the related Maturity Date calculated by using a residual value estimate produced by the Automotive Lease Guide in the [ ] [ ] edition as the
“mark-to-market” value (assuming that the vehicle is in “average” condition rather than “clean” condition) based on the MSRP of the base
vehicle and all VCI authorized options, without making a distinction between the value adding options and non-value adding options. 

[“U.S. Bank” means U.S. Bank National Association, a national banking association, as successor to U.S. Bank Trust National
Association, with a corporate trust office in Chicago, Illinois.] 
 “UTI” has the meaning specified in
Section 4.1(a) of the Origination Trust Agreement. 
 “UTI Asset” has the meaning specified in
Section 4.1(a) of the Origination Trust Agreement. 
 “UTI Certificate” has the meaning specified
in Section 4.1(a) of the Origination Trust Agreement. 
 “UTI Portfolio” means the portfolio
consisting of all Origination Trust Assets not allocated to a SUBI Portfolio. 
 “UTI Trustee” means [U.S. Bank], as UTI
Trustee under the Origination Trust Agreement. 
 “VCI” means VW Credit, Inc., a Delaware corporation, and its successors
and assigns. 
 “Vehicle” means an automobile, sport utility vehicle, van, luxury vehicle,
mid-range vehicle, economy vehicle, minivan or light general purpose truck, together with any and all non-severable appliances, parts, instruments, accessories,
furnishings, other equipment, accessions, additions, improvements, substitutions and replacements from time to time in or to such vehicle. 

  
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 “Verification Documents” means, with respect to any Note Owner, a
certification from such Note Owner certifying that such Person is in fact, a Note Owner, as well as additional documentation reasonably satisfactory to the Indenture Trustee, such as a trade confirmation, account statement, letter from a broker or
dealer or other similar document. 
 “Volkswagen AG” means Volkswagen Aktiengesellschaft or its successor in interest. 

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. Unless otherwise
inconsistent with the terms of this Indenture, all accounting terms used herein shall be interpreted, and all accounting determinations hereunder shall be made, in accordance with GAAP. Amounts to be calculated hereunder shall be continuously
recalculated at the time any information relevant to such calculation changes. 

  
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