SUBI SALE AGREEMENT dated as of February 12, 2014 between VW CREDIT, INC., as Seller and VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as Buyer

Exhibit 10.3

EXECUTION COPY

SUBI SALE AGREEMENT

dated as of February 12, 2014

between

VW CREDIT, INC.,

as Seller

and

VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC,

as Buyer

TABLE OF CONTENTS


		Page

ARTICLE I	DEFINITIONS		1

SECTION 1.1	Certain Terms		1
SECTION 1.2	Other Definitional Provisions		2
SECTION 1.3	Other Terms		2
SECTION 1.4	Computation of Time Periods		2

ARTICLE II	PURCHASE AND CONTRIBUTION		2

SECTION 2.1	Agreement to Sell and Contribute		2
SECTION 2.2	Consideration and Payment		2
SECTION 2.3	Representations, Warranties and Covenants		3
SECTION 2.4	RESERVED		5
SECTION 2.5	Protection of Title		5
SECTION 2.6	Other Adverse Claims or Interests		6

ARTICLE III	MISCELLANEOUS		6

SECTION 3.1	Transfers Intended as Sale; Security Interest		6
SECTION 3.2	Specific Performance		7
SECTION 3.3	Notices, Etc.		7
SECTION 3.4	Choice of Law		7
SECTION 3.5	Counterparts		7
SECTION 3.6	Amendment		7
SECTION 3.7	Waivers		8
SECTION 3.8	Entire Agreement		8
SECTION 3.9	Severability of Provisions		8
SECTION 3.10	Binding Effect; Assignability		9
SECTION 3.11	Acknowledgment and Agreement		9
SECTION 3.12	Cumulative Remedies		9
SECTION 3.13	Non-petition Covenant		9
SECTION 3.14	Each SUBI Separate; Assignees of SUBI		10
SECTION 3.15	SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL		10

Schedule I	Representations and Warranties with Respect to Units

Schedule II	Perfection Representations, Warranties and Covenants

-i-

SUBI SALE AGREEMENT

THIS SUBI SALE AGREEMENT is made and entered into as of February 12, 2014 (as amended, supplemented or modified from time to time, this “Agreement”) by VW CREDIT, INC., a Delaware corporation (the “Seller”), and VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company (the “Buyer”).

WITNESSETH:

WHEREAS, VW Credit Leasing, Ltd. is a Delaware statutory trust (the “Origination Trust”) formed and operated pursuant to that certain Trust Agreement dated as of June 2, 1999 (as amended, modified or supplemented from time to time, the “Origination Trust Agreement”) for the purpose, among other things, of acquiring title to Units;

WHEREAS, on the date hereof, the Seller, as owner of the entire undivided interest in the Origination Trust (the “UTI Portfolio”), and U.S. Bank National Association, as UTI Trustee (in such capacity, the “UTI Trustee”), SUBI Trustee (in such capacity, the “SUBI Trustee”) and Administrative Trustee (in such capacity, the “Administrative Trustee”; together with the UTI Trustee, the SUBI Trustee and Wilmington Trust Company, as Delaware Trustee (the “Delaware Trustee”), the “Origination Trustees”), are entering into that certain Transaction SUBI Supplement 2014-A to Origination Trust Agreement (as amended, modified or supplemented from time to time, the “Transaction SUBI Supplement”) to create a special unit of beneficial interest (the “Transaction SUBI”); and

WHEREAS, the Seller desires to sell to the Buyer, and the Buyer desires to acquire, the Seller’s entire interest in (A) the beneficial interest in the Units allocated to the Transaction SUBI (the “Transaction SUBI Portfolio”) and (B) the certificate issued as evidence thereof (the “Transaction SUBI Certificate”);

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Certain Terms. Terms defined in Appendix A to the Indenture, dated as of February 12, 2014 (as amended, supplemented or modified from time to time, the “Indenture”), between Volkswagen Auto Lease Trust 2014-A, a Delaware statutory trust (the “Issuer”), and Citibank, N.A., a national banking association, as indenture trustee, are, unless otherwise defined herein or unless the context otherwise requires, used herein as defined therein. In addition, the following terms shall have the following meanings (such terms applicable to both the singular and plural form):

“Allocation Price” means, with respect to any Unit, an amount equal to 100% of the Securitization Value thereof as of the Cut-Off Date.

SUBI Sale Agreement (2014-A)

“SUBI Allocation Price” means, with respect to all Units to be allocated to the Transaction SUBI in accordance with Section 2.1 on the Closing Date, the aggregate of the Allocation Prices for all Units to be so allocated on such date.

SECTION 1.2 Other Definitional Provisions.

(a) Each term defined in the singular form in this Agreement shall mean the plural thereof when the plural form of such term is used in this Agreement or any certificate, report or other document made or delivered pursuant hereto, and each term defined in the plural form shall mean the singular thereof when the singular form of such term is used herein or therein.

(b) The words “hereof”, “herein”, “hereunder” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Article, section, subsection, schedule and exhibit references herein are references to articles, sections, subsections, schedules and exhibits to or of this Agreement unless otherwise specified. The term “include” and all variations thereon shall mean “include without limitation” and the term “or” shall include “and/or”.

SECTION 1.3 Other Terms. All accounting terms not specifically defined herein or in Appendix A to the Indenture shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC and not specifically defined herein or in Appendix A to the Indenture are used herein as defined in such Article 9.

SECTION 1.4 Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

ARTICLE II

PURCHASE AND CONTRIBUTION

SECTION 2.1 Agreement to Sell and Contribute. On the terms and subject to the conditions set forth in this Agreement, on the date hereof, the Seller hereby:

(a) transfers, assigns, sets over, sells and otherwise conveys to the Buyer, and the Buyer hereby purchases from the Seller, all of the Seller’s right, title and interest in and to the Transaction SUBI Certificate and the Transaction SUBI, including, but not limited to, all Collections thereunder after the Cut-Off Date; and

(b) directs the UTI Trustee and the Servicer to identify from the Origination Trust Assets allocable to the UTI Portfolio, and to allocate to the Transaction SUBI Portfolio represented by the Transaction SUBI Certificate, the Transaction SUBI Assets identified in Section 11.1 of the Transaction SUBI Supplement.

SECTION 2.2 Consideration and Payment. In consideration of the transfer of the Transaction SUBI, the Transaction SUBI Certificate and the other property conveyed to the Buyer pursuant to Section 2.1 on the Closing Date, the Buyer shall pay to the Seller on the

SUBI Sale Agreement (2014-A)

Closing Date the SUBI Allocation Price with respect thereto by (i) making a cash payment to the Seller in an amount equal to $1,487,456,338.17 and (ii) if the SUBI Allocation Price exceeds the amount of any cash payment for the account of the Seller on such day pursuant to clause (i), such excess shall automatically be considered to have been contributed to the Buyer by the Seller as a capital contribution.

SECTION 2.3 Representations, Warranties and Covenants.

(a) The Seller hereby represents and warrants to the Buyer that, as of the date hereof:

(i) Existence and Power. The Seller is a corporation and the Origination Trust is a statutory trust, in each case validly existing and in good standing under the laws of its state of organization, and each of the Seller and the Origination Trust has all power and authority required to carry on its business as it is now conducted. Each of the Seller and the Origination Trust 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 Seller or the Origination Trust, respectively, taken as a whole.

(ii) Corporate Authorization and No Contravention. The execution, delivery and performance by each of the Seller and the Origination Trust of each Transaction Document to which it is a party (i) have been duly authorized by all necessary corporate action, (ii) do not contravene or constitute a default under (A) any applicable law, rule or regulation, (B) its organizational documents 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 the Transaction SUBI or give cause for the acceleration of any indebtedness of the Seller or the Origination Trust.

(iii) 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 Seller or the Origination Trust 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.

(iv) Binding Effect. Each Transaction Document to which the Seller or the Origination Trust is a party constitutes the legal, valid and binding obligation of such Person enforceable against such Person 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.

(v) Ownership and Transfer of Transaction SUBI. Immediately preceding its sale of the Transaction SUBI and the Transaction SUBI Certificate to the Buyer, the Seller was the owner of the Transaction SUBI and the Transaction SUBI Certificate, free and clear of any Adverse Claim, and after such sale of the Transaction SUBI and the Transaction SUBI Certificate to the Buyer, the Buyer shall at all times be entitled, with respect to the Transaction SUBI and the Transaction SUBI Certificate, to all of the rights and benefits of a holder of a SUBI and a SUBI Certificate under the Origination Trust Documents.

SUBI Sale Agreement (2014-A)

(vi) Applicable Law. Each of the Seller and the Origination Trust is in compliance with all Applicable Laws, the failure to comply with which would have a material adverse effect.

(vii) Litigation. There are no actions, suits or Proceedings pending or, to the knowledge of the Seller, threatened against the Seller before or by any Governmental Authority that (i) question the validity or enforceability of this Agreement or adversely affect the ability of the Seller to perform its obligations hereunder or (ii) individually or in the aggregate would have a material adverse effect. Neither the Seller nor the Origination Trust is in default with respect to any orders of any Governmental Authority, the default under which individually or in the aggregate would have a material adverse effect.

(viii) Status of Seller. The Seller is not required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(ix) Status of Origination Trust. The Origination Trust is not required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

The representations and warranties set forth in this Section 2.3(a) shall speak only as of the date hereof and shall survive the sale of the Transaction SUBI hereunder.

(b) The Seller hereby represents and warrants to the Buyer with respect to each Unit being allocated to the Transaction SUBI on the Closing Date that, as of the Cut-Off Date or the Closing Date, as applicable, the representations and warranties set forth on Schedule I hereto were true and correct with respect to such Unit. The representation and warranties set forth on Schedule I hereto shall survive the allocation of such Unit hereunder.

(c) Upon discovery by the Buyer or the Seller of a breach of any of the representations and warranties set forth in Section 2.3(b) at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer in the related Transaction Unit, the party discovering such breach shall give prompt written notice thereof to the other parties, provided that, delivery of the Servicer Certificate shall be deemed to constitute prompt notice by the Seller and the Buyer of such breach. If the Seller does not correct or cure such breach prior to the end of the Collection Period following the Collection Period in which the Seller was notified of such breach, then the Seller shall direct the SUBI Trustee and the Servicer to reallocate any applicable Transaction Units from the Transaction SUBI Portfolio to the UTI Portfolio on the Payment Date following the end of such Collection Period. In consideration for such reallocation, the Seller shall make a payment to the Buyer equal to the Securitization Value of such Transaction Unit as of the beginning of the Collection Period preceding such Payment Date by depositing such amount into the Collection Account prior to 11:00 a.m., New York City time, on such Payment Date. It is understood and agreed that the obligation of the Seller to reallocate any Transaction Unit as to which such a breach has occurred and is continuing as described above and to make the related reallocation payment shall constitute the sole remedy respecting such breach available to the Buyer.

SUBI Sale Agreement (2014-A)

(d) Perfection Representations. The representations, warranties and covenants set forth on Schedule II hereto shall be a part of this Agreement for all purposes. Notwithstanding any other provision of this Agreement or any other Transaction Document, the perfection representations contained in Schedule II shall be continuing, and remain in full force and effect until such time as all obligations under the Indenture have been finally and fully paid and performed. The parties to this Agreement: (i) shall not waive any of the perfection representations contained in Schedule II; (ii) shall provide the Rating Agencies with prompt written notice of any breach of perfection representations contained in Schedule II and (iii) shall not waive a breach of any of the perfection representations contained in Schedule II.

SECTION 2.4 RESERVED.

SECTION 2.5 Protection of Title.

(a) Filings. The Seller shall file such financing statements and cause to be filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Buyer under this Agreement in the Transaction SUBI Certificate and the Transaction SUBI. The Seller shall deliver (or cause to be delivered) to the Buyer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b) Name Change. The Seller shall not change its name, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with Section 2.5(a) “seriously misleading” within the meaning of Section 9-506, 9-507 and 9-508 of the UCC, unless it shall have given the Buyer at least 5 Business Days’ prior written notice thereof and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Buyer to amend all previously filed financing statements or continuation statements described in Section 2.5(a).

(c) Sales Tax. All sales, property, use, transfer or other similar taxes due and payable upon the purchase of the Transaction SUBI and the beneficial interest in the Units included in the Transaction SUBI Portfolio by the Buyer will be paid or provided for by the Seller.

(d) Location; Maintenance of Offices. The Seller shall give the Buyer at least 5 Business Days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Buyer to amend all previously filed financing statements or continuation statements described in Section 2.5(a). The Seller shall at all times maintain each office from which it services Origination Trust Assets and its principal executive office within the United States of America.

SUBI Sale Agreement (2014-A)

SECTION 2.6 Other Adverse Claims or Interests. Except for the conveyances and grants of security interests pursuant to this Agreement and the other Transaction Documents, the Seller shall not sell, pledge, assign or transfer the Transaction SUBI to any other Person, or grant, create, incur, assume or suffer to exist any Adverse Claim on any interest therein, and the Seller shall defend the right, title and interest of the Buyer in, to and under the Transaction SUBI against all claims of third parties claiming through or under the Seller.

ARTICLE III

MISCELLANEOUS

SECTION 3.1 Transfers Intended as Sale; Security Interest.

(a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales and contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Transaction SUBI and the Transaction SUBI Certificate shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and contributions by the Seller of the Transaction SUBI and the Transaction SUBI Certificate and the beneficial interest in the Units allocated thereto hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectibility of underlying indebtedness.

(b) Notwithstanding the foregoing, in the event that the Transaction SUBI and the Transaction SUBI Certificate are held to be property of the Seller, or if for any reason this Agreement is held or deemed to create a security interest in the Transaction SUBI and the Transaction SUBI Certificate, then it is intended that:

(i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction;

(ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by the Seller to the Buyer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Transaction SUBI and the Transaction SUBI Certificate, to secure the performance of the obligations of the Seller hereunder;

(iii) The possession by the Buyer or its agent of the Transaction SUBI Certificate shall be deemed to be “possession by the secured party” or possession by the purchaser or a Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and

SUBI Sale Agreement (2014-A)

(iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Buyer for the purpose of perfecting such security interest under applicable law.

SECTION 3.2 Specific Performance. Either party may enforce specific performance of this Agreement.

SECTION 3.3 Notices, Etc. 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.

SECTION 3.4 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

SECTION 3.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

SECTION 3.6 Amendment.

(a) Any term or provision of this Agreement may be amended by the parties hereto without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to satisfaction of one of the following conditions: (i) the Seller, the Buyer or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture 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. Without limiting the foregoing and subject to clause (b) below, any term or provision of this Agreement may be amended by the Seller 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 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 Indenture Trustee or the Owner Trustee 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.

SUBI Sale Agreement (2014-A)

(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 Buyer 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 Buyer shall furnish a copy of such amendment to each Rating Agency, the Issuer, the Owner Trustee and the Indenture Trustee.

(e) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively 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.

SECTION 3.7 Waivers. No failure or delay on the part of the Buyer, the Servicer, the Seller, the Issuer or the Indenture Trustee in exercising any power or right hereunder (to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Buyer or the Seller in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by either party under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

SECTION 3.8 Entire Agreement. The Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter thereof, superseding all prior oral or written understandings. There are no unwritten agreements among the parties.

SECTION 3.9 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.