EX-10.5



 Exhibit 10.5 

VOLKSWAGEN AUTO LEASE TRUST 2015-A 

AMENDED AND RESTATED TRUST AGREEMENT 

between 
 VOLKSWAGEN
AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, 
 as the Transferor, 

and 
 DEUTSCHE BANK
TRUST COMPANY DELAWARE, 
 as the Owner Trustee 

Dated as of March 5, 2015 







 TABLE OF CONTENTS 

 

					
	 	 	 	  	Page
			
	 ARTICLE I
	 	 DEFINITIONS
	  	1


					
			
	 SECTION 1.1
	 	 Capitalized Terms
	  	1
	 SECTION 1.2
	 	 Other Interpretive Provisions
	  	1


					
			
	 ARTICLE II
	 	 ORGANIZATION
	  	2


					
			
	 SECTION 2.1
	 	 Name
	  	2
	 SECTION 2.2
	 	 Office
	  	2
	 SECTION 2.3
	 	 Purposes and Powers
	  	2
	 SECTION 2.4
	 	 Appointment of the Owner Trustee
	  	3
	 SECTION 2.5
	 	 Initial Capital Contribution of Trust Estate
	  	3
	 SECTION 2.6
	 	 Declaration of Trust
	  	3
	 SECTION 2.7
	 	 Organizational Expenses; Liabilities of the Holders
	  	3
	 SECTION 2.8
	 	 Title to the Trust Estate
	  	3
	 SECTION 2.9
	 	 Representations and Warranties of the Transferor
	  	4
	 SECTION 2.10
	 	 Situs of Issuer
	  	4


					
			
	 ARTICLE III
	 	 CERTIFICATE AND TRANSFER OF CERTIFICATE
	  	5


					
			
	 SECTION 3.1
	 	 Initial Ownership
	  	5
	 SECTION 3.2
	 	 Authentication of Certificate
	  	5
	 SECTION 3.3
	 	 Form of the Certificate
	  	5
	 SECTION 3.4
	 	 Registration of Certificates
	  	5
	 SECTION 3.5
	 	 Transfer of Certificate
	  	5
	 SECTION 3.6
	 	 Lost, Stolen, Mutilated or Destroyed Certificates
	  	7


					
			
	 ARTICLE IV
	 	 ACTIONS BY OWNER TRUSTEE
	  	7


					
			
	 SECTION 4.1
	 	 Prior Notice to Certificateholder with Respect to Certain Matters
	  	7
	 SECTION 4.2
	 	 Action by Certificateholder with Respect to Certain Matters
	  	8
	 SECTION 4.3
	 	 Action by Certificateholder with Respect to Bankruptcy
	  	8
	 SECTION 4.4
	 	 Restrictions on Certificateholder’s Power
	  	8
	 SECTION 4.5
	 	 Majority Control
	  	8


					
			
	 ARTICLE V
	 	 APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	  	8


					
			
	 SECTION 5.1
	 	 Application of Trust Funds
	  	8
	 SECTION 5.2
	 	 Method of Payment
	  	9
	 SECTION 5.3
	 	 Sarbanes-Oxley Act
	  	9
	 SECTION 5.4
	 	 Signature on Returns
	  	9


					
			
	 ARTICLE VI
	 	 AUTHORITY AND DUTIES OF OWNER TRUSTEE
	  	9


					
			
	 SECTION 6.1
	 	 General Authority
	  	9
	 SECTION 6.2
	 	 General Duties
	  	9


  
 -i- 









 TABLE OF CONTENTS 

(continued) 
  


					
	 	 	 	  	Page
			
	 SECTION 6.3
	 	 Action upon Instruction
	  	10
	 SECTION 6.4
	 	 No Duties Except as Specified in this Agreement or in Instructions
	  	11
	 SECTION 6.5
	 	 No Action Except under Specified Documents or Instructions
	  	11
	 SECTION 6.6
	 	 Restrictions
	  	11


					
			
	 ARTICLE VII
	 	 CONCERNING THE OWNER TRUSTEE
	  	11


					
			
	 SECTION 7.1
	 	 Acceptance of Trusts and Duties
	  	11
	 SECTION 7.2
	 	 Furnishing of Documents
	  	12
	 SECTION 7.3
	 	 Representations and Warranties
	  	12
	 SECTION 7.4
	 	 Reliance; Advice of Counsel
	  	12
	 SECTION 7.5
	 	 Not Acting in Individual Capacity
	  	13
	 SECTION 7.6
	 	 The Owner Trustee May Own Notes
	  	13
	 SECTION 7.7
	 	 FATCA Withholding
	  	13


					
			
	 ARTICLE VIII
	 	 COMPENSATION AND INDEMNIFICATION OF THE OWNER TRUSTEE
	  	13


					
			
	 SECTION 8.1
	 	 The Owner Trustee’s Fees and Expenses
	  	13
	 SECTION 8.2
	 	 Indemnification
	  	14
	 SECTION 8.3
	 	 Payments to the Owner Trustee
	  	14
	 SECTION 8.4
	 	 Survival of Article VIII
	  	14


					
			
	 ARTICLE IX
	 	 TERMINATION OF TRUST AGREEMENT
	  	14


					
			
	 SECTION 9.1
	 	 Termination of Trust Agreement
	  	14
	 SECTION 9.2
	 	 Dissolution of the Issuer
	  	15
	 SECTION 9.3
	 	 Limitations on Termination
	  	15
	 SECTION 9.4
	 	 Purchase of the Transaction SUBI Certificate
	  	15


					
			
	 ARTICLE X
	 	 SUCCESSOR OWNER TRUSTEE AND ADDITIONAL TRUSTEE
	  	15


					
			
	 SECTION 10.1
	 	 Eligibility Requirements for the Owner Trustee
	  	15
	 SECTION 10.2
	 	 Resignation or Removal of the Owner Trustee
	  	16
	 SECTION 10.3
	 	 Successor Owner Trustee
	  	16
	 SECTION 10.4
	 	 Merger or Consolidation of the Owner Trustee
	  	17
	 SECTION 10.5
	 	 Appointment of Co-Trustee or Separate Trustee
	  	17


					
			
	 ARTICLE XI
	 	 MISCELLANEOUS
	  	18


					
			
	 SECTION 11.1
	 	 Supplements and Amendments
	  	18
	 SECTION 11.2
	 	 No Legal Title to Trust Estate in Certificateholder
	  	19
	 SECTION 11.3
	 	 Limitations on Rights of Others
	  	19
	 SECTION 11.4
	 	 Notices
	  	20
	 SECTION 11.5
	 	 Severability
	  	20


  
 -ii- 









 TABLE OF CONTENTS 

(continued) 
  


					
	 	 	 	  	Page
			
	 SECTION 11.6
	 	 Separate Counterparts
	  	20
	 SECTION 11.7
	 	 Successors and Assigns
	  	20
	 SECTION 11.8
	 	 No Petition
	  	20
	 SECTION 11.9
	 	 Headings
	  	21
	 SECTION 11.10
	 	 GOVERNING LAW
	  	21
	 SECTION 11.11
	 	 Each SUBI Separate; Assignees of SUBI
	  	21
	 SECTION 11.12
	 	 Waiver of Jury Trial
	  	22
	 SECTION 11.13
	 	 Information Requests
	  	22
	 SECTION 11.14
	 	 Form 10-D and Form 10-K Filings
	  	22
	 SECTION 11.15
	 	 Form 8-K Filings
	  	22
	 SECTION 11.16
	 	 Indemnification
	  	23
	 SECTION 11.17
	 	 Information to Be Provided by the Owner Trustee
	  	23

 EXHIBIT A – Form of Certificate 

  
 -iii- 








 AMENDED AND RESTATED TRUST AGREEMENT 

This AMENDED AND RESTATED TRUST AGREEMENT is made as of March 5, 2015 (as from time to time amended, supplemented or
otherwise modified and in effect, this “Agreement”) between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Transferor”) and DEUTSCHE BANK
TRUST COMPANY DELAWARE, a Delaware banking corporation, as the owner trustee (the “Owner Trustee”). 

RECITALS 
 WHEREAS, the
Transferor and the Owner Trustee entered into that certain Trust Agreement dated as of January 8, 2015 (the “Initial Trust Agreement”) pursuant to which the Issuer (as defined below) was created, and 

WHEREAS, in connection with the issuance of the Notes, the parties have agreed to amend and restate the Initial Trust Agreement, and 

NOW THEREFORE, IN CONSIDERATION, of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows: 
 ARTICLE I 

DEFINITIONS 

SECTION 1.1 Capitalized Terms. Unless otherwise indicated, capitalized terms used in this Agreement are defined in
Appendix A to the Indenture, dated as of the date hereof (as the same may be amended, modified or supplemented from time to time, the “Indenture”), between the Issuer (as defined below) and Citibank, N.A., as indenture
trustee (the “Indenture Trustee”). 
 SECTION 1.2 Other Interpretive Provisions. All terms defined in
this Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Agreement and all such certificates and other documents, unless the
context otherwise requires: (a) accounting terms not otherwise defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under GAAP;
(b) terms defined in Article 9 of the UCC as in effect in the State of Delaware and not otherwise defined in this Agreement are used as defined in that Article; (c) the words “hereof,” “herein” and “hereunder”
and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) references to any Article, Section, Schedule or Exhibit are references to Articles, Sections, Schedules and Exhibits in or
to this Agreement, and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (e) the term
“including” means “including without limitation”; (f) 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 (g) references to
any Person include that Person’s successors and assigns. 

  
 Trust Agreement (VALT
2015-A) 








 ARTICLE II 

ORGANIZATION 
 SECTION 2.1
Name. The trust created under the Initial Trust Agreement and by the filing of the certificate of trust pursuant to the Statutory Trust Act and continued hereby shall be known as “Volkswagen Auto Lease Trust 2015-A” (the
“Issuer”), in which name the Owner Trustee may conduct the business of such trust, make and execute contracts and other instruments on behalf of such trust and sue and be sued. 

SECTION 2.2 Office. The office of the Issuer shall be in care of the Owner Trustee at the Corporate Trust Office or at such other
address as the Owner Trustee may designate by written notice to the Certificateholder, the Transferor and the Administrator. 

SECTION 2.3 Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in
the following activities: 
 (a) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this
Agreement, and to sell, transfer and exchange the Notes and the Certificate and to pay interest on and principal of the Notes and distributions on the Certificate; 

(b) to acquire the property and assets set forth in the SUBI Transfer Agreement from the Transferor pursuant to the terms
thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; 

(c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and
distribute to the Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; 

(d) to enter into and perform its obligations under the Transaction Documents to which it is a party; 

(e) to engage in other activities, including entering into agreements, that are necessary, suitable or convenient to accomplish
the foregoing or are incidental thereto or connected therewith; and 
 (f) subject to compliance with the Transaction
Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholder and the Noteholders. 

The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of
the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement, the other Transaction Documents or the Statutory Trust Act. 

  

					
			2		Trust Agreement (VALT 2015-A)









 SECTION 2.4 Appointment of the Owner Trustee. The Transferor hereby appoints the
Owner Trustee as trustee of the Issuer effective as of the date hereof, to have all the rights, powers and duties set forth herein and under the Statutory Trust Act. 

SECTION 2.5 Initial Capital Contribution of Trust Estate. As of the date of the Initial Trust Agreement, the Transferor sold, assigned,
transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Transferor, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and
shall be deposited by the Transferor in the Collection Account. 
 SECTION 2.6 Declaration of Trust. The Owner Trustee hereby
declares that it will hold the Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholder, subject to the obligations of the Issuer under the Transaction Documents and under the
Statutory Trust Act. It is the intention of the parties hereto that the Issuer constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. It is the intention of the
parties hereto that, solely for federal income and state and local income, franchise and value added tax purposes, so long as there is a single beneficial owner of the Certificate, the Issuer will be disregarded as an entity separate from such
beneficial owner and the Notes will be characterized as debt. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms
consistent with the characterization of the Issuer as an entity separate from its beneficial owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports
and other forms consistent with the characterization of the Issuer as a partnership, and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as
of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Act with respect to accomplishing the purposes of the Issuer. The Owner Trustee filed the Certificate of Trust with the
Secretary of State of the State of Delaware as required by Section 3810(a) of the Statutory Trust Act. Notwithstanding anything herein or in the Statutory Trust Act to the contrary, it is the intention of the parties hereto that the Issuer
constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code.  
 SECTION 2.7
Organizational Expenses; Liabilities of the Holders. 
 (a) The Administrator shall pay organizational expenses
of the Issuer as they may arise. 
 (b) No Certificateholder (including the Transferor) shall have any personal liability for
any liability or obligation of the Issuer. 
 SECTION 2.8 Title to the Trust Estate. Legal title to all the Trust Estate shall
be vested at all times in the Issuer as a separate legal entity. 

  

					
			3		Trust Agreement (VALT 2015-A)









 SECTION 2.9 Representations and Warranties of the Transferor. The Transferor hereby
represents and warrants to the Owner Trustee that, as of the date hereof:  
 (a) Organization and Power. The
Transferor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all power and authority required to carry on its business as it is now conducted. The Transferor has
obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect the business, properties, financial condition or results of operations of the Transferor, taken as a whole. 

(b) Authorization and No Contravention. The execution, delivery and performance by the Transferor of each Transaction
Document to which it is a party (i) have been duly authorized by all necessary limited liability company action and (ii) do not violate or constitute a default under (A) any applicable law, rule or regulation, (B) its
organizational instruments or (C) any agreement, contract, order or other instrument to which it is a party or its property is subject and (iii) will not result in any Adverse Claim on any Transaction Unit or Collection or give cause for
the acceleration of any indebtedness of the Transferor. 
 (c) No Consent Required. No approval, authorization or
other action by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Transferor of any Transaction Document other than UCC filings and other than approvals and authorizations that
have previously been obtained and filings which have previously been made. 
 (d) Binding Effect. Each Transaction
Document to which the Transferor is a party constitutes the legal, valid and binding obligation of the Transferor enforceable against the Transferor in accordance with its terms, except as limited by bankruptcy, insolvency, or other similar laws of
general application relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of equity. 

(e) No Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of the
Transferor, threatened against the Transferor which, either in any one instance or in the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets of the Transferor, or in any
material impairment of the right or ability of the Transferor to carry on its business substantially as now conducted, or in any material liability on the part of the Transferor, or which would render invalid this Agreement or the Transaction Units
or the obligations of the Transferor contemplated herein, or which would materially impair the ability of the Transferor to perform under the terms of this Agreement or any other Transaction Document. 

SECTION 2.10 Situs of Issuer. The Issuer shall be located in the State of Delaware (it being understood that the Issuer may have bank
accounts located and maintained outside of Delaware). 

  

					
			4		Trust Agreement (VALT 2015-A)









 ARTICLE III 

CERTIFICATE AND TRANSFER OF CERTIFICATE 

SECTION 3.1 Initial Ownership. Upon the formation of the Issuer and until the issuance of the Certificate, the Transferor shall
be the sole beneficiary of the Issuer; and upon the issuance of the Certificate, the Transferor will no longer be a beneficiary of the Issuer, except to the extent that the Transferor is the Certificateholder. 

SECTION 3.2 Authentication of Certificate. Concurrently with the sale of the Transaction SUBI and the Transaction SUBI
Certificate to the Issuer pursuant to the SUBI Transfer Agreement, the Owner Trustee shall cause the Certificate to be executed on behalf of the Issuer, authenticated and delivered to or upon the written order of the Transferor, signed by its
chairman of the board, its president, its chief financial officer, its chief accounting officer, any vice president, its secretary, any assistant secretary, its treasurer or any assistant treasurer, without further corporate action by the
Transferor. The Certificate shall represent 100% of the beneficial interest in the Issuer and shall be fully-paid and nonassessable. 

SECTION 3.3 Form of the Certificate. The Certificate, upon issuance, will be issued in the form of a typewritten Certificate,
substantially in the form of Exhibit A hereto, representing a definitive Certificate and shall be registered in the name of “Volkswagen Auto Lease/Loan Underwritten Funding, LLC” as the initial registered owner thereof. The
Owner Trustee shall execute and authenticate, or cause to be authenticated, the definitive Certificate in accordance with the instructions of the Transferor.  

SECTION 3.4 Registration of Certificates. The Owner Trustee shall maintain at its office referred to in Section 2.2,
or at the office of any agent appointed by it, a register for the registration and transfer of the Certificate. 
 SECTION 3.5
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an
Opinion of Counsel (at no cost or expense to the Owner Trustee) stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a publicly traded partnership for federal income tax purposes, (ii) the
Certificate (or any interest therein) may not be acquired by or for the account of or with the assets of a Benefit Plan or any other employee benefit plan that is subject to a law that is substantially similar to Title I of ERISA or
Section 4975 of the Code and (iii) the Certificate (or any interest therein) may not be acquired by or for the account of (x) any person which is not a United States person under the Code or (y) any person considered a
partnership for United States Federal income tax purposes unless all of its partners for such purposes are United States persons under the Code; provided that the condition set forth in (i) above will not apply to a transfer of 100% of
the Certificate or Certificates to an Affiliate of the Transferor or its designated nominee if such Affiliate certifies in writing to the Owner Trustee that it is a C Corporation for U.S. federal income tax purposes (within the meaning of
Section 1361(a)(2) of the Code). By accepting and holding the Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan or any other employee benefit plan that is
subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code and 

  

					
			5		Trust Agreement (VALT 2015-A)









 
is not purchasing the Certificate (or any interest therein) on behalf of a Benefit Plan or any other employee benefit plan that is subject to a law that is substantially similar to Title I of
ERISA or Section 4975 of the Code. By accepting and holding the Certificate (or any interest therein) the Holder shall be deemed to have represented and warranted that clause (iii) of the first sentence hereof above is satisfied.
Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee
accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a
written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the
Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver
to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a
new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate
surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate. 

(b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require
the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. 

(c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the
transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. 

(d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest
therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if,
after such transfer (or purported transfer), the Issuer would have more than 95 Certificateholders. For purposes of determining whether the Issuer will have more than 95 Certificateholders, each Person indirectly owning an interest through a
partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through
entity”) shall be treated as a Certificateholder unless the Transferor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s
interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. 

  

					
			6		Trust Agreement (VALT 2015-A)









 (e) No transfer shall be permitted if the same is effected through an established
securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. 

(f) With respect to paragraphs (d) and (e) of this Section 3.5, the Owner Trustee is entitled to receive
and may conclusively rely on certifications from the Transferor or a Certificateholder stating that the restrictions set forth in paragraphs (d) and (e) would not be applicable in connection with any transfer. 

SECTION 3.6 Lost, Stolen, Mutilated or Destroyed Certificates. If (i) any mutilated Certificate is surrendered to the Owner
Trustee, or (ii) the Owner Trustee receives evidence to its satisfaction that any Certificate has been destroyed, lost or stolen, and upon proof of ownership satisfactory to the Owner Trustee together with such security or indemnity as may be
requested by the Owner Trustee to save it harmless, the Owner Trustee shall execute and deliver a new Certificate for the same percentage of beneficial interest in the Issuer as the Certificate so mutilated, destroyed, lost or stolen, of like tenor
and bearing a different issue number, with such notations, if any, as the Owner Trustee shall determine. Upon the issuance of any new Certificate under this Section 3.6, the Issuer or Owner Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of the Certificate and any other reasonable expenses (including the reasonable fees and expenses of the Issuer and the Owner
Trustee) connected therewith. Any duplicate Certificate issued pursuant to this Section 3.6 shall constitute complete and indefeasible evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time. 
 ARTICLE IV 

ACTIONS BY OWNER TRUSTEE 

SECTION 4.1 Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, the Owner
Trustee shall not take action unless (i) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action (provided that the Certificateholder may waive or
shorten the notice period required under this clause (i) in its sole discretion) and (ii) the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day (or such shorter notice period acceptable to the
Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction: 

(a) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is
required; 

  

					
			7		Trust Agreement (VALT 2015-A)









 (b) the amendment of the Indenture by a supplemental indenture in circumstances
where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder; 

(c) the amendment, change or modification of the SUBI Transfer Agreement or the Administration Agreement, except to cure any
ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder; or 

(d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note
Registrar or the Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable. 
 SECTION 4.2 Action
by Certificateholder with Respect to Certain Matters. The Owner Trustee shall not have the power, except upon the direction of the Certificateholder, to (a) except as expressly provided in the Transaction Documents, sell the Collateral
after the termination of the Indenture in accordance with its terms, (b) remove the Administrator under the Administration Agreement pursuant to Section 8 thereof or (c) appoint a successor Administrator pursuant to
Section 8 of the Administration Agreement. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Certificateholder. 

SECTION 4.3 Action by Certificateholder with Respect to Bankruptcy. The Owner Trustee shall not have the power to commence a
voluntary Proceeding in bankruptcy relating to the Issuer until one year and one day after the Outstanding Amount of all the Notes has been reduced to zero and without the prior written approval of the Certificateholder and the delivery to the Owner
Trustee by the Certificateholder of a certificate certifying that the Certificateholder reasonably believes that the Issuer is insolvent. 

SECTION 4.4 Restrictions on Certificateholder’s Power. The Certificateholder shall not direct the Owner Trustee to take or
refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the Transaction Documents or would be contrary to Section 2.3, nor shall the
Owner Trustee be obligated to follow any such direction, if given. 
 SECTION 4.5 Majority Control. To the extent that
there is more than one Certificateholder, any action which may be taken or consent or instructions which may be given by the Certificateholders under this Agreement may be taken by Certificateholders holding in the aggregate a percentage of the
beneficial interest in the Issuer equal to more than 50% of the beneficial interest in the Issuer at the time of such action. 

ARTICLE V 
 APPLICATION
OF TRUST FUNDS; CERTAIN DUTIES 
 SECTION 5.1 Application of Trust Funds. Distributions on the Certificate shall be made
in accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Owner Trustee shall promptly distribute to the Certificateholder all other amounts (if any) 

  

					
			8		Trust Agreement (VALT 2015-A)









 
received by the Issuer or the Owner Trustee in respect of the Trust Estate. After the Indenture has been discharged with respect to the Collateral, the Owner Trustee shall distribute all
amounts received (if any) by the Issuer and the Owner Trustee in respect of the Trust Estate at the direction of the Certificateholder. 

SECTION 5.2 Method of Payment. Subject to the Indenture, distributions required to be made to the Certificateholder on any
Payment Date and all amounts received by the Issuer or the Owner Trustee on any other date that are payable to the Certificateholder pursuant to this Agreement or any other Transaction Document shall be made to the Certificateholder by wire
transfer, in immediately available funds, to the account of the Certificateholder designated by the Certificateholder to the Owner Trustee and Indenture Trustee in writing. 

SECTION 5.3 Sarbanes-Oxley Act. Notwithstanding anything to the contrary herein or in any Transaction Document, the Owner Trustee shall
not be required to execute, deliver or certify in accordance with the provisions of the Sarbanes-Oxley Act on behalf of the Issuer or any other Person, any periodic reports filed pursuant to the Exchange Act, or any other documents pursuant to the
Sarbanes-Oxley Act. 
 SECTION 5.4 Signature on Returns. Subject to Section 2.6, the Certificateholder shall sign
on behalf of the Issuer the tax returns of the Issuer, unless applicable law requires the Owner Trustee to sign such documents, in which case such documents shall be signed by the Owner Trustee at the written direction of the Certificateholder.

 ARTICLE VI 

AUTHORITY AND DUTIES OF OWNER TRUSTEE 

SECTION 6.1 General Authority. The Owner Trustee is authorized and directed to execute and deliver the Transaction Documents to
which the Issuer is named as a party and each certificate or other document attached as an exhibit to or contemplated by the Transaction Documents to which the Issuer is named as a party and any amendment thereto, in each case, in such form as the
Transferor shall approve, as evidenced conclusively by the Owner Trustee’s execution thereof, to direct the Indenture Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of $241,000,000, Class A-2-A
Notes in the aggregate principal amount of $225,000,000, Class A-2-B Notes in the aggregate principal amount of $447,000,000, Class A-3 Notes in the aggregate principal amount of $428,000,000, and Class A-4 Notes in the aggregate
principal amount of $109,000,000. In addition to the foregoing, the Owner Trustee is authorized to take all actions required of the Issuer pursuant to the Transaction Documents. The Owner Trustee is further authorized from time to time to take such
action as the Transferor or the Administrator recommends or directs in writing with respect to the Transaction Documents, except to the extent that this Agreement expressly requires the consent of the Certificateholder for such action, and the Owner
Trustee shall not be liable to any Person for any action or inaction taken pursuant to such direction. 
 SECTION 6.2
General Duties. It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement in the interest of the Certificateholder and in accordance with the
provisions of this Agreement. 

  

					
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Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Transaction Documents to the extent the
Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Issuer or the Owner Trustee hereunder or under any Transaction Document, and the Owner Trustee shall not be liable for the default or failure
of the Administrator to carry out its obligations under the Administration Agreement and shall have no duty to monitor the performance of the Administrator or any other Person under the Administration Agreement or any other document. The Owner
Trustee shall have no obligation to administer, service or collect the Transaction Units or the Transaction SUBI or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Transaction Units or the Transaction
SUBI. The Owner Trustee shall not be required to perform any of the obligations of the Issuer under any Transaction Document that are required to be performed by VCI, the Servicer, the Transferor, the Administrator or the Indenture Trustee.

 SECTION 6.3 Action upon Instruction. (a) Subject to Article IV, and in accordance with the Transaction
Documents, the Certificateholder may, by written instruction, direct the Owner Trustee in the management of the Issuer. Such direction may be exercised at any time by written instruction of the Certificateholder pursuant to Article IV.

 (b) The Owner Trustee shall not be required to take any action hereunder or under any Transaction Document if the
Owner Trustee shall have reasonably determined or been advised by counsel that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Transaction Document or is otherwise contrary
to law and a copy of such opinion has been provided to the Transferor and the Administrator. 
 (c) Whenever the Owner
Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Transaction Document or is unsure as to the application of any provision of this Agreement or any Transaction Document or
any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to
the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholder
requesting instruction as to the course of action to be adopted or application of such provision, and to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any written instruction of the Certificateholder
received, the Owner Trustee shall not be liable on account of such action or inaction to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as
reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Documents, as it shall
deem to be in the best interests of the Certificateholder, and shall have no liability to any Person for such action or inaction. 

  

					
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 SECTION 6.4 No Duties Except as Specified in this Agreement or in Instructions. The
Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in
connection with, any document contemplated hereby to which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to
Section 6.3; and no implied duties or obligations shall be read into this Agreement or any Transaction Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement
in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or Adverse Claim granted to it hereunder or to prepare or file any Commission filing for the Issuer or to record this Agreement or any
Transaction Document. To the extent that, at law or in equity, the Owner Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer or the Certificateholders, it is hereby understood and agreed by the other
parties hereto that all such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee expressly set forth in this Agreement and the Statutory Trust Act. The Owner Trustee nevertheless agrees that it will, at its own
cost and expense, promptly take all action as may be necessary to discharge any Adverse Claims on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee that are not related to the ownership or the
administration of the Trust Estate. 
 SECTION 6.5 No Action Except under Specified Documents or Instructions. The
Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this
Agreement, (ii) in accordance with the Transaction Documents and (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.3. 

SECTION 6.6 Restrictions. The Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the Issuer set
forth in Section 2.3 or (b) that, to the actual knowledge of a Responsible Officer of the Owner Trustee, would (i) affect the treatment of the Notes as indebtedness for federal income, state and local income, franchise and
value added tax purposes, (ii) be deemed to cause a taxable exchange of the Notes for federal income or state income or franchise and value added tax purposes or (iii) cause the Issuer or any portion thereof to be treated as an association
or publicly traded partnership taxable as a corporation for federal income, state and local income or franchise and value added tax purposes. None of the Certificateholder, Transferor or Administrator shall direct the Owner Trustee to take action
that would violate the provisions of this Section. 
 ARTICLE VII 

CONCERNING THE OWNER TRUSTEE 

SECTION 7.1 Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its
duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Transaction Documents
and this Agreement. The Owner Trustee shall not be personally liable or 

  

					
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accountable hereunder or under any Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence, (ii) in the case of the
inaccuracy of any representation or warranty contained in Section 7.3 expressly made by Deutsche Bank Trust Company Delaware, in its individual capacity, (iii) for liabilities arising from the failure of the Owner Trustee to perform
obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. 

SECTION 7.2 Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholder promptly upon receipt of a written
request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Transaction Documents. 

SECTION 7.3 Representations and Warranties. Deutsche Bank Trust Company Delaware hereby represents and warrants to the
Transferor for the benefit of the Certificateholder, that: 
 (i) It is a Delaware banking corporation duly organized
and in good standing under the laws of the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. 

(ii) It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this
Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. 

(iii) This Agreement constitutes a legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner
Trustee in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws affecting enforcement of the rights of creditors of banks
generally and to equitable limitations on the availability of specific remedies. 
 (iv) Neither the execution nor the
delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation
governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. 

SECTION 7.4 Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no personal liability to anyone in acting upon
any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may
accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any
fact or matter the method of the 

  

					
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determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the
treasurer, secretary or other Authorized Officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon. 
 (b) In the exercise or administration of the trusts hereunder and in the performance of its
duties and obligations under this Agreement or the Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, but the Owner Trustee shall not be
personally liable for the conduct or misconduct of such agents, custodians, nominees (including Persons acting under a power of attorney) or attorneys selected with reasonable care and (ii) may consult with counsel, accountants and other
skilled Persons knowledgeable in the relevant area to be selected with reasonable care and employed by it at the expense of the Issuer. The Owner Trustee shall not be personally liable for anything done, suffered or omitted in good faith by it in
accordance with the written opinion or advice of any such counsel, accountants or other such Persons. 
 SECTION 7.5 Not Acting in
Individual Capacity. Except as provided in this Article VII, in accepting the trusts hereby created, the Owner Trustee acts solely as a Trustee hereunder and not in its individual capacity and all Persons having any claim against the
Owner Trustee by reason of the transactions contemplated by this Agreement or any Transaction Document shall look only to the Trust Estate for payment or satisfaction thereof. 

SECTION 7.6 The Owner Trustee May Own Notes. The Owner Trustee in its individual or any other capacity may become the owner or
pledgee of Notes. The Owner Trustee may deal with the Transferor, the Indenture Trustee, the Administrator and their respective Affiliates in banking transactions with the same rights as it would have if it were not the Owner Trustee, and the
Transferor, the Indenture Trustee, the Administrator and their respective Affiliates may maintain normal commercial banking relationships with the Owner Trustee and its Affiliates. 

SECTION 7.7 FATCA Withholding. Each Certificateholder or holder of an interest in a Certificate, by acceptance of such
Certificate or such interest therein, agrees to provide to the Owner Trustee the FATCA Information promptly upon request. In addition, each Certificateholder or holder of an interest in a Certificate, by acceptance of such Certificate or such
interest therein, agrees that the Owner Trustee has the right to withhold any amounts (properly withholdable under law and without any corresponding gross-up) payable to a Certificateholder or holder of an interest in a Certificate that fails to
comply with the requirements of the preceding sentence. 
 ARTICLE VIII 

COMPENSATION AND INDEMNIFICATION OF THE OWNER TRUSTEE 

SECTION 8.1 The Owner Trustee’s Fees and Expenses. The Transferor shall cause the Administrator to agree to pay to the
Owner Trustee pursuant to the Administration Agreement from time to time compensation for all services rendered by the Owner Trustee under this 

  

					
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Agreement pursuant to a fee letter between the Administrator and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee
of an express trust). The Administrator, pursuant to the Administration Agreement and the fee letter between the Administrator and the Owner Trustee, shall reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Owner Trustee in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of such agents and counsel as the Owner Trustee may employ in connection with the
exercise and performance of its rights and its duties hereunder), except any such expense that may be attributable to its willful misconduct, gross negligence or bad faith. To the extent not paid by the Administrator, such fees and reasonable
expenses shall be paid in accordance with Sections 5.4 and 8.4 of the Indenture, as applicable. 
 SECTION 8.2
Indemnification. The Transferor shall cause the Administrator to agree to indemnify the Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents (the “Indemnified
Parties”) from and against, any and all loss, liability, expense, tax, penalty or claim (including reasonable legal fees and expenses) of any kind and nature whatsoever which may at any time be imposed on, incurred by, or asserted against
the Owner Trustee in its individual capacity and as trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the Transaction Documents, the Trust Estate, the administration of the Trust Estate or the action or
inaction of the Owner Trustee hereunder; provided, however, that neither the Transferor nor the Administrator shall be liable for or required to indemnify the Owner Trustee from and against any of the foregoing expenses arising or
resulting from (i) the Owner Trustee’s own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the Owner Trustee in its
individual capacity, (iii) liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv) taxes, fees or other charges on, based on or
measured by, any fees, commissions or compensation received by the Owner Trustee. 
 SECTION 8.3 Payments to the Owner
Trustee. Any amounts paid to the Owner Trustee pursuant to this Article VIII and the Administration Agreement shall be deemed not to be a part of the Trust Estate immediately after such payment. 

SECTION 8.4 Survival of Article VIII. The provisions of this Article VIII shall survive termination of this Agreement. 

ARTICLE IX 
 TERMINATION
OF TRUST AGREEMENT 
 SECTION 9.1 Termination of Trust Agreement. The Issuer shall wind-up and dissolve, and this Agreement shall
terminate (other than provisions hereof which by their terms survive termination) upon the later of (a) the final distribution by the Issuer of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the
Indenture, the Origination Trust Documents and Article V and (b) the discharge of the Indenture in accordance with Article IV of the Indenture. The bankruptcy, liquidation, dissolution, death or incapacity of the
Certificateholder shall not (x) operate to terminate this Agreement or the Issuer, nor (y)

  

					
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entitle the Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or Proceeding in any court for a partition or winding up of all or any part of the
Issuer or Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto. 
 SECTION 9.2
Dissolution of the Issuer. Upon dissolution of the Issuer, the Owner Trustee shall, at the direction of the Administrator, wind up the business and affairs of the Issuer as required by Section 3808 of the Statutory Trust Act. Upon the
satisfaction and discharge of the Indenture, and receipt of a certificate from the Indenture Trustee stating that all Noteholders have been paid in full and that the Indenture Trustee is aware of no claims remaining against the Issuer in respect of
the Indenture and the Notes, the Administrator, in the absence of actual knowledge of any other claim against the Issuer, shall be deemed to have made reasonable provision to pay all claims and obligations (including conditional, contingent or
unmatured obligations) for purposes of Section 3808(e) of the Statutory Trust Act and upon the written direction of the Certificateholder, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of
cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act, at which time the Issuer shall terminate and this Agreement (other than provisions hereof which by their terms
survive termination) shall be of no further force or effect. 
 SECTION 9.3 Limitations on Termination. Except as
provided in Section 9.1, neither the Transferor nor the Certificateholder shall be entitled to revoke or terminate the Issuer. 

SECTION 9.4 Purchase of the Transaction SUBI Certificate. The Transferor shall have the right at its option (the
“Optional Purchase”) to purchase the Transaction SUBI Certificate from the Issuer on any Payment Date upon 30 days’ prior notice to the Administrator or the Issuer if, either before or after giving effect to any payment of
principal required to be made on such Payment Date, the Outstanding Note Balance 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 Redemption Date. If the Transferor exercises the Optional Purchase, the Notes shall
be redeemed in whole but not in part on the related Payment Date for the Redemption Price. 
 ARTICLE X 

SUCCESSOR OWNER TRUSTEE AND ADDITIONAL TRUSTEE 

SECTION 10.1 Eligibility Requirements for the Owner Trustee. The Owner Trustee shall at all times be a bank (i) authorized
to exercise corporate trust powers, (ii) that has, or has a direct or indirect parent that has, a combined capital and surplus of at least $50,000,000 and (iii) subject to supervision or examination by Federal or state authorities. If such
bank shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set 

  

					
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forth in its most recent report of condition so published. The Owner Trustee shall at all times be an institution satisfying the provisions of Section 3807(a) of the Statutory Trust Act.
In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.2. 

SECTION 10.2 Resignation or Removal of the Owner Trustee. The Owner Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Transferor, the Administrator, the Servicer, the Indenture Trustee and the Certificateholder. Upon receiving such notice of resignation, the Transferor and the Administrator, acting
jointly, shall promptly appoint a successor Owner Trustee which satisfies the eligibility requirements set forth in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner
Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any
court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Owner
Trustee from any obligations otherwise imposed on it under the Transaction Documents until such successor has in fact assumed such appointment. 

If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to
resign after written request therefor by the Transferor or the Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall
be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Transferor or the Administrator may remove the Owner
Trustee. If the Transferor or the Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Transferor and the Administrator, acting jointly, shall promptly appoint a successor Owner Trustee by
written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee and shall pay all fees owed to the outgoing Owner Trustee. 

Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Transferor shall provide (or shall cause to
be provided) notice of such resignation or removal of such Owner Trustee to each of the Rating Agencies. 
 SECTION 10.3 Successor
Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the Transferor, the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment
under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its 

  

					
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predecessor under this Agreement, with like effect as if originally named as the Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the
successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Transferor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required
for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. 
 No
successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.1. 

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Transferor shall mail (or shall cause to be mailed)
notice of the successor of the Owner Trustee to the Certificateholder, Indenture Trustee, the Noteholders and each of the Rating Agencies. If the Transferor shall fail to mail (or cause to be mailed) such notice within 10 days after acceptance of
appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Transferor. 

SECTION 10.4 Merger or Consolidation of the Owner Trustee. Any corporation into which the Owner Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust
business of the Owner Trustee, shall, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, be the successor of the Owner Trustee hereunder;
provided that such corporation shall be eligible pursuant to Section 10.1; and provided further that the Owner Trustee shall mail notice of such merger or consolidation to the Transferor and the Administrator. 

SECTION 10.5 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, the Transferor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such
capacity, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Transferor and the Owner Trustee may consider necessary or desirable. If the
Transferor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be
required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 

  

					
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 Each 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 Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without
the Owner 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 Owner 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 Issuer 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 Owner Trustee; 
 (ii) no trustee under this Agreement shall be personally liable by reason of any act or
omission of any other trustee under this Agreement; and 
 (iii) the Transferor and the Owner Trustee acting jointly may at
any time accept the resignation of or remove any separate trustee or co-trustee. 
 Any notice, request or other writing given to the Owner
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 Agreement 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 Owner Trustee or
separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee.
Each such instrument shall be filed with the Owner Trustee and copies thereof given to the Transferor and the Administrator. 
 Any separate
trustee or co-trustee may at any time appoint the Owner 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 Agreement on its behalf and in its
name. If any separate trustee or co-trustee shall become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee. 
 ARTICLE XI 

MISCELLANEOUS 

SECTION 11.1 Supplements and Amendments. (a) Any term or provision of this Agreement may be amended by the Transferor,
without the consent of the Indenture Trustee, any Noteholder, the Administrator, the Issuer, the Owner Trustee or any other Person subject to satisfaction of one of the following conditions: (i) the Transferor or the Servicer delivers an
Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition
is satisfied with respect to such amendment. 

  

					
			18		Trust Agreement (VALT 2015-A)









 
Without limiting the foregoing and subject to clause (b) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing
not less than a majority of the Outstanding Note Amount, voting as a single Class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Administrator, the Certificateholders, the Indenture Trustee
or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. The consent of the Administrator or the Certificateholders shall be deemed to have been given if the Servicer 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) Notwithstanding anything herein to the contrary (including clause (c) below), no amendment shall (i) reduce the
interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required
to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. 

(c) 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 amendment, but it shall be sufficient if such Person consents to the substance thereof. 
 (d) Prior to
the execution of any amendment to this Agreement, the Transferor shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Agreement, the
Transferor shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. 

(e) Prior to the execution of any amendment to this Agreement, the Owner Trustee shall be entitled to receive and rely upon an
opinion of counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. 

SECTION 11.2 No Legal Title to Trust Estate in Certificateholder. The Certificateholder shall not have legal title to any part
of the Trust Estate. The Certificateholder shall be entitled to receive distributions with respect to its undivided beneficial interest therein only in accordance with Articles V and IX. No transfer, by operation of law or
otherwise, of any right, title or interest of the Certificateholder to and in its ownership interest in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer
to it of legal title to any part of the Trust Estate. 
 SECTION 11.3 Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Owner Trustee, the Transferor, the Administrator, the Certificateholder and, to the extent expressly provided herein, the Indenture Trustee and the 

  

					
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Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under
or in respect of this Agreement or any covenants, conditions or provisions contained herein. 
 SECTION 11.4 Notices. (a) 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, or by telecopier, and addressed in
each case as set forth in Schedule II to the Indenture or at such other address as shall be designated in a written notice to the other parties hereto. 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. 

(b) Any notice required or permitted to be given to a Certificateholder 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, or by telecopier, and addressed to the Certificateholder at the address of such Certificateholder as shown in the Certificate register.
Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. 

SECTION 11.5 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. 
 SECTION 11.6 Separate Counterparts. This Agreement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 

SECTION 11.7 Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of,
the Transferor, the Owner Trustee and its successors and the Certificateholder and its successors and assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by the Certificateholder shall bind
the successors and assigns of the Certificateholder. 
 SECTION 11.8 No Petition. Each of the Owner Trustee (in its individual
capacity and as the Owner Trustee), by entering into this Agreement, the Transferor, the Certificateholder, by accepting the Certificate, and the Indenture Trustee and each Noteholder or Note Owner by accepting the benefits of this Agreement, 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 party shall not authorize any 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


  

					
			20		Trust Agreement (VALT 2015-A)









 
relief or to the appointment of or taking possession by any such official in an 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) such Person shall not commence, join or institute against, with any other Person, 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
11.9 Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. 

SECTION 11.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE LAWS OF THE STATE OF
DELAWARE PERTAINING TO TRUSTS SHALL NOT BE APPLICABLE TO THE ISSUER, THIS AGREEMENT, THE OWNER TRUSTEE, THE CERTIFICATEHOLDERS OR ANY OTHER PERSON THAT IS BOUND OR MAY BECOME BOUND BY THIS AGREEMENT, AND ALL SUCH PARTIES AGREE THAT ALL RIGHTS,
POWERS, DUTIES, RESPONSIBILITIES, AND OBLIGATIONS OF SUCH PARTIES IN CONNECTION WITH THIS AGREEMENT ARE LIMITED TO THE RIGHTS, POWERS, DUTIES, RESPONSIBILITIES AND OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE STATUTORY TRUST ACT.

 SECTION 11.11 Each SUBI Separate; Assignees of SUBI. The Owner Trustee (in its individual capacity and as the Owner Trustee), the
Transferor, the Certificateholder, by accepting a Certificate, and the Indenture Trustee and each Noteholder or Note Owner by accepting the benefits of this Agreement, hereby intends 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 or 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 

  

					
			21		Trust Agreement (VALT 2015-A)









 
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 11.12 Waiver of Jury Trial. To the extent permitted by applicable law,
each party hereto irrevocably 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 Agreement, any other Transaction Document, or any matter arising hereunder or
thereunder. 
 SECTION 11.13 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 11.14 Form 10-D and Form 10-K Filings. So long as the
Transferor is filing Exchange Act Reports with respect to the Issuer, (i) no later than each Payment Date, the Owner Trustee shall notify the Transferor of any Form 10-D Disclosure Item with respect to the Owner Trustee, together with a
description of any such Form 10-D Disclosure Item in form and substance reasonably acceptable to the Transferor and (ii) no later than March 15 of each calendar year, commencing March 15, 2016, the Owner Trustee shall notify
the Transferor in writing of any affiliations or relationships between the Owner 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. 
 SECTION 11.15 Form 8-K Filings. So long as the Transferor is filing Exchange Act
Reports with respect to the Issuer, the Owner Trustee shall promptly notify the Transferor, but in no event later than five (5) Business Days after its occurrence, of any Reportable Event of which a Responsible Officer of the Owner 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 Owner Trustee shall be deemed to have actual
knowledge of any such event to the extent that it relates to the Owner Trustee in its individual capacity or any action by the Owner Trustee under this Agreement. 

  

					
			22		Trust Agreement (VALT 2015-A)









 SECTION 11.16 Indemnification. (a) Deutsche Bank Trust Company Delaware shall
indemnify the Transferor, each Affiliate of the Transferor or each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the respective present and former
directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs,
fees and expenses that any of them may sustain arising out of or based upon: 
 (i) (A) any untrue statement of a
material fact contained in any information provided in writing by Deutsche Bank Trust Company Delaware to the Transferor or its affiliates under Sections 11.14 or 11.15 (such information, the “Provided Information”),
or (B) the omission to state in the Provided Information a material fact required to be stated in the Provided Information, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the related information and not to any other information communicated in connection with a sale or purchase of
securities, without regard to whether the Provided Information or any portion thereof is presented together with or separately from such other information; or 

(ii) any failure by Deutsche Bank Trust Company Delaware to deliver any information, report, or other material when and as
required under Sections 11.14 or 11.15. 
 (b) In the case of any failure of performance described in clause (a)(ii) of
this Section, Deutsche Bank Trust Company Delaware shall promptly reimburse the Transferor for all costs reasonably incurred in order to obtain the information, report or other material not delivered as required by Deutsche Bank Trust Company
Delaware. 
 (c) Notwithstanding anything to the contrary contained herein, in no event shall Deutsche Bank Trust Company Delaware be liable
for special, indirect or consequential damages of any kind whatsoever, including but not limited to lost profits, even if Deutsche Bank Trust Company Delaware has been advised of the likelihood of such loss or damage and regardless of the form of
action. 
 SECTION 11.17 Information to Be Provided by the Owner Trustee. The Owner 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 (other than by a VW Party) to a
Responsible Officer of the Owner Trustee for the repurchase or replacement of the beneficial interest in any Transaction Unit pursuant to Section 2.3(c) of the SUBI Sale Agreement and (ii) promptly upon written request by a VW
Party, any other information reasonably requested by a VW Party in the Owner Trustee’s possession and that can be provided to the VW Parties without unreasonable effort or expense 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 Owner Trustee have (x) any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or
Regulation AB or with any VW Parties’ compliance with the Exchange Act or Regulation AB or (y) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or
responsibilities in respect of the Basic Documents or the transactions contemplated thereby. In no event shall the Owner Trustee be deemed to be a “securitizer” as defined in Section 15Ga of the Exchange Act, nor


  

					
			23		Trust Agreement (VALT 2015-A)









 
shall it have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB. A demand does not include general inquiries, including investor
inquiries, regarding asset performance or possible breaches of representations or warranties. 
 [Remainder of Page Intentionally Left Blank]


  

					
			24		Trust Agreement (VALT 2015-A)









 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective officers hereunto duly authorized as of the day and year first above written. 
  

			
	 DEUTSCHE BANK TRUST COMPANY DELAWARE,

as Owner Trustee


		
	By:		/s/ Michele HY Voon
	Name:		 Michele HY Voon

	Title:		Attorney-in-fact
		
	By:		/s/ Mark DiGiacomo
	Name:		Mark DiGiacomo
	Title:		Attorney-in-fact



  

					
			S-1		Trust Agreement (VALT 2015-A)









 
			
	VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC
		
	By:		 /s/ William Horwath

	Name:		William Horwath
	Title:		President & Treasurer
		
	By:		 /s/ Christian Dahlheim

	Name:		Christian Dahlheim
	Title:		Chief Financial Officer



  

					
			S-2		Trust Agreement (VALT 2015-A)









 EXHIBIT A 

FORM OF CERTIFICATE 
  

			
	NUMBER		100% BENEFICIAL INTEREST
	R-[            ]		

 VOLKSWAGEN AUTO LEASE TRUST 2015-A 

CERTIFICATE 
 Evidencing the 100%
beneficial interest in all of the assets of the Issuer (as defined below) which includes the Transaction SUBI (as defined below) sold to the Issuer by the Transferor. 

(This Certificate does not represent an interest in or obligation of Volkswagen Auto Lease/Loan Underwritten Funding, LLC, VW
Credit, Inc. or any of their respective Affiliates, except to the extent described below.) 
 THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. 

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE ACQUIRED OR HELD (IN THE INITIAL ACQUISITION OR THROUGH A TRANSFER) BY OR FOR THE
ACCOUNT OF OR WITH THE ASSETS OF (A) 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, (B) A
“PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” OF THE FOREGOING OR (D) ANY OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE. 

THIS CERTIFIES THAT [                    ]
is the registered owner of a 100% nonassessable, fully-paid, beneficial interest in certain distributions of VOLKSWAGEN AUTO LEASE TRUST 2015-A, a Delaware statutory trust (the “Issuer”) formed by Volkswagen Auto Lease/Loan
Underwritten Funding, LLC, a Delaware limited liability company, as depositor (the “Transferor”). 
 The Issuer was created
pursuant to a Trust Agreement dated as of January 8, 2015, as amended and restated as of March 5, 2015 (as further amended, modified or supplemented from 

  

					
			A-1		Trust Agreement (VALT 2015-A)









 
time to time, the “Trust Agreement”), between the Transferor and Deutsche Bank Trust Company Delaware, as owner trustee (the “Owner Trustee”), a summary of
certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Indenture, dated as of March 5, 2015 (as amended, modified
or supplemented from time to time, the “Indenture”), between the Issuer and Citibank, N.A., as indenture trustee (the “Indenture Trustee”). 

This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The provisions and conditions of the Trust Agreement are hereby incorporated by reference as though set forth in their entirety herein. 

The Holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are
subordinated to the rights of the Noteholders as described in the Indenture and the Trust Agreement, as applicable. 
 THIS CERTIFICATE
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

 By accepting this Certificate, the Certificateholder 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 Person 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 an
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) such Person 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. 

By accepting and holding this Certificate (or any interest herein), the Holder hereof shall be deemed to have represented and warranted that
it is not a Benefit Plan or any other employee benefit plan that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code and is not purchasing on behalf of a Benefit Plan or any other employee benefit
plan that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code. 

  

					
			A-2		Trust Agreement (VALT 2015-A)









 By accepting and holding this Certificate (or any interest therein) the Holder hereof shall be
deemed to have represented and warranted that it is a United States person under the Code, and if it is a partnership for federal income tax purposes, all of its partners are United States persons under the Code. 

It is the intention of the parties to the Trust Agreement that, solely for federal income and state and local income, franchise and value
added tax purposes, (i) so long as there is a single Certificateholder, the Issuer will be disregarded as an entity separate from such Certificateholder, and if there is more than one Certificateholder, the Issuer will be treated as a
partnership, and (ii) the Notes will be characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. 

By accepting this Certificate, the Certificateholder acknowledges that this Certificate represents the entire beneficial interest in the
Issuer only and does not represent interests in or obligations of the Transferor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or
their assets, except as expressly set forth or contemplated in this Certificate, the Trust Agreement or any other Transaction Document. 

The Certificateholder hereby intends 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 or 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-3		Trust Agreement (VALT 2015-A)









 IN WITNESS WHEREOF, the Owner Trustee has caused this Certificate to be duly executed. 

 

									
	Dated:		  
						
				
							VOLKSWAGEN AUTO LEASE TRUST 2015-A
					
							BY:		Deutsche Bank Trust Company Delaware, not in its individual capacity, but solely as the Owner Trustee
					
							By:		  

							Name:		  

							Title:		  



  

					
			A-4		Trust Agreement (VALT 2015-A)









 OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is the Certificate referred to in the within-mentioned Trust Agreement. 

 

			
	DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee
		
	By:		  

	Name:		  

	Title:		  




  

					
			A-5		Trust Agreement (VALT 2015-A)