Exhibit 4.1 VOLKSWAGEN AUTO LEASE TRUST 2026-B 4.176% Auto Lease Asset Backed Notes, Class A-1 4.68% Auto Lease Asset Backed Notes, Class A-2-A SOFR Rate + 0.35% Auto Lease Asset Backed Notes, Class A-2-B 5.06% Auto Lease Asset Backed Notes, Class A-3 5.13% Auto Lease Asset Backed Notes, Class A-4 Citibank, N.A., as Indenture Trustee, and VOLKSWAGEN AUTO LEASE TRUST 2026-B, as Issuer INDENTURE Dated as of September 22, 2026 TRUST INDENTURE ACT CROSS-REFERENCE CHART (this chart is not a part of this Indenture) TIA Indenture Section Reference 310(a)(1) 6.8, 6.11 310(a)(2) 6.8, 6.11 310(a)(3) 6.10(b) 310(a)(4) Not applicable 310(a)(5) 6.11 310(b) 6.11 310(c) Not applicable 311(a) 6.15 311(b) 6.15 311(c) Not applicable 312(a) 7.1, 7.2(a) 312(b) 7.2(b) 312(c) 7.2(c) 313(a) 7.3 313(b) 7.3 313(c) 7.3 313(d) 7.3 314(a) …
Open exhibit ↗Current Report · Items 1.01, 9.01 · 8-K
Volkswagen Auto Lease Trust 2026-B
Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. In connection with the sale of the Class A-1, Class A-2-A, Class A-2-B, Class A-3 and Class A-4 Asset Backed Notes (collectively, the “Notes”) of Volkswagen Auto Lease Trust 2026-B (the “Issuing Entity”), which are described in the Final Prospectus dated September 15, 2026 and which were issued on September 22, 2026 (the “Closing Date”), the C…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
In connection with the sale of the Class A-1,
Class A-2-A, Class A-2-B, Class A-3 and Class A-4 Asset Backed Notes (collectively, the “Notes”) of Volkswagen Auto Lease
Trust 2026-B (the “Issuing Entity”), which are described in the Final Prospectus dated September 15, 2026 and which were issued
on September 22, 2026 (the “Closing Date”), the Co-Registrants are filing the agreements listed below, each dated as of the
Closing Date. The Notes have an aggregate initial principal amount of $991,830,000.
1. Transaction
SUBI Supplement 2026-B to Origination Trust Agreement, by and among VW Credit, Inc. (“VCI”), as owner of the entire undivided
interest in VW Credit Leasing, Ltd. (the “Origination Trust”), U.S. Bank Trust Company, National Association (the “UTI
Trustee”, the “SUBI Trustee” and the “Administrative Trustee”) and Wilmington Trust Company (the “Delaware
Trustee”), pursuant to which the Origination Trust issued a certificate (the “Transaction SUBI Certificate”) evidencing
a special unit of beneficial interest in certain of the Origination Trust’s retail automobile leases, the related Volkswagen and
Audi leased vehicles and related property (the “Included Units”).
2. SUBI
Sale Agreement, by and between VCI, as seller, and Volkswagen Auto Lease/Loan Underwritten Funding, LLC (“VALU Funding”),
as buyer, pursuant to which VCI transferred to VALU Funding the Transaction SUBI Certificate.
3. Amended
and Restated Trust Agreement, by and between VALU Funding and Deutsche Bank Trust Company Delaware (the “Owner Trustee”),
which amended and restated the trust agreement pursuant to which the Issuing Entity was created.
4. SUBI
Transfer Agreement, by and between VALU Funding, as seller, and the Issuing Entity, as buyer, pursuant to which VALU Funding transferred
to the Issuing Entity the Transaction SUBI Certificate.
5. Transaction
SUBI Supplement 2026-B to Servicing Agreement, by and among VCI, as servicer, the Origination Trust and the SUBI Trustee, pursuant to
which VCI agreed to the servicing of the Included Units.
6. Indenture,
by and between the Issuing Entity and Citibank, N.A. (the “Indenture Trustee”), pursuant to which the Notes were issued.
7. Administration
Agreement, by and among the Issuing Entity, VCI, as administrator, and the Indenture Trustee, relating to the provision by VCI of certain
services relating to the Issuing Entity and the Notes.
8. Asset
Representations Review Agreement, by and among the Issuing Entity, VCI, as servicer, and Clayton Fixed Income Services LLC, as asset representations
reviewer, relating to the review of certain representations relating to the Included Units.
The Notes have been registered
pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3 (Commission File Nos. 333-276654, 333-276654-01).
Attached as Exhibit 4.1
is the Indenture, as Exhibit 10.1 is the Transaction SUBI Supplement 2026-B to Origination Trust Agreement, as Exhibit 10.2
is the Transaction SUBI Supplement 2026-B to Servicing Agreement, as Exhibit 10.3 is the SUBI Sale Agreement, as Exhibit 10.4
is the SUBI Transfer Agreement, as Exhibit 10.5 is the Amended and Restated Trust Agreement, as Exhibit 10.6 is the Administration
Agreement and as Exhibit 10.7 is the Asset Representations Review Agreement.