UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

333-249906-02

(Commission File Number of Issuing Entity)

Volkswagen Auto Lease Trust 2022-A

(Exact name of Issuing Entity as specified in its charter)

Central Index Key Number of Issuing Entity: 0001916379

Volkswagen Auto Lease/Loan Underwritten Funding, LLC

(Exact name of Depositor as specified in its charter)

Central Index Key Number of Depositor: 0001182534

VW Credit, Inc.

(Exact name of Sponsor as specified in its charter)

Central Index Key Number of Securitizer: 0000833733

State of Delaware	88-6177185
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization of Registrant)	Identification No.
	of Registrant)

	2200 Woodland Pointe Avenue	20171
1950 Opportunity Way, Suite 1500	20190
	Herndon, Virginia	(Zip Code of Registrant)
Reston, Virginia	(Zip Code of Registrant)
(Address of principal executive offices of Registrant)	~~(Address of principal executive offices of Registrant)~~

(703) 364-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		None

Securities registered pursuant to Section 12(g) of the Securities Exchange Act:       None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨   Yes x     þ  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act. ¨   Yes x   þ   No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x  þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

~~xYes~~ þYes  ¨No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, o a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer: ¨ Accelerated filer: ¨ Non-accelerated filer: xþ Smaller reporting company: ¨ Emerging growth company: ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨ Not Applicable

~~Indicate~~If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the ~~registrant~~financial isstatements aof ~~shell~~the ~~company~~registrant ~~(as~~included ~~defined~~ in ~~Rule 12b-2~~the offiling reflect the ~~Securities~~correction ~~Exchange~~of ~~Act).~~an ~~Yes ¨~~error ~~No x~~to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes ¨ No   þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.    None

Documents incorporated by reference:     None

FORM 10-K

PART 1

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

(A) Item 1 Business.

(A)	Item 1	Business.
(B)	Item 1A	Risk Factors and Item 1C, Cybersecurity.
(C)	Item 2	Properties.
(D)	Item 3	Legal Proceedings.

~~(B)~~ Item 1A1B. ~~Risk~~Unresolved ~~Factors~~Staff Comments.

~~(C)~~Not ~~Item 2 Properties~~Applicable.

~~(D)~~ Item 34. ~~Legal~~Mine ~~Proceedings~~Safety Disclosures.

~~Item~~Not 1BApplicable. ~~Unresolved Staff Comments.~~

~~Not Applicable.~~PART II

~~Item~~THE 4.FOLLOWING ~~Mine~~ITEMS ~~Safety~~HAVE ~~Disclosures.~~BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

Not Applicable.

	(A) Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
	(B) Item 6	Selected Financial Data.
	(C) Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations.
	(D) Item 7A	Quantitative and Qualitative Disclosures About Market Risk.
	(E) Item 8	Financial Statements and Supplementary Data.
	(F) Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
	(G) Item 9A	Controls and Procedures.

~~PART II~~Item 9B. Other Information.

~~THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:~~None.

(A)	Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(B)	Item 6	Selected Financial Data.
(C)	Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(D)	Item 7A	Quantitative and Qualitative Disclosures About Market Risk.
(E)	Item 8	Financial Statements and Supplementary Data.
(F)	Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
(G)	Item 9A	Controls and Procedures.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

~~Item~~Not 9BApplicable. ~~Other Information.~~

~~None.~~PART III

~~PART~~THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) ~~III~~TO FORM 10-K:

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

	(A) Item 10	Directors, Executive Officers and Corporate Governance.
	(B) Item 11	Executive Compensation.
	(C) Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
	(D) Item 13	Certain Relationships and Related Transactions, and Director Independence.
	(E) Item 14	Principal Accountant Fees and Services.

~~(A) Item 10 Directors, Executive Officers and Corporate Governance.~~PART IV

~~(B)~~ Item 1115. ~~Executive~~Exhibits ~~Compensation~~and Financial Statement Schedules.

(Ca) ~~Item~~(1) 12Not ~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~applicable.

(D2) ~~Item~~Not ~~13 Certain Relationships and Related Transactions, and Director Independence~~applicable.

(E3) The exhibits filed in response to Item 14601 ~~Principal~~of ~~Accountant~~Regulation ~~Fees~~S-K ~~and~~are ~~Services~~listed in the Exhibit Index.

~~PART IV~~(b) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

~~Item~~(c) 15None. ~~Exhibits and Financial Statement Schedules.~~

~~(a)~~Item ~~(1)~~16. ~~Not~~Form ~~applicable~~10-K Summary.

~~(2)~~ Not ~~applicable~~Applicable.

~~(3)~~SUBSTITUTE ~~The~~INFORMATION ~~exhibits~~PROVIDED ~~filed~~IN inACCORDANCE ~~response~~WITH toGENERAL ~~Item~~INSTRUCTION J(2) TO ~~601 of Regulation S~~FORM 10-K ~~are listed in the Exhibit Index.~~:

Item 1112(b) ~~The exhibits filed in response to Item 601~~ of Regulation ~~S-K~~AB. ~~are~~Significant Obligors ~~listed~~of inPool ~~the~~Assets ~~Exhibit~~(Financial ~~Index~~Information).

~~(c)~~Not ~~None~~Applicable.

Item 161114(b)(2) of Regulation AB. ~~Form~~Credit ~~10-K~~Enhancement ~~Summary~~and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).

Not Applicable.

~~SUBSTITUTE~~Item ~~INFORMATION~~1115(b) of ~~PROVIDED~~Regulation INAB. ~~ACCORDANCE~~Certain ~~WITH~~Derivatives ~~GENERAL INSTRUCTION~~Instruments J(~~2) TO~~Financial ~~FORM 10-K:~~Information).

~~Item~~Not ~~1112(b) of Regulation AB~~Applicable. ~~Significant Obligors of Pool Assets (Financial Information).~~

~~Not~~Item ~~Applicable~~1117 of Regulation AB. Legal Proceedings.

~~Item~~VW ~~1114(b)(2)~~Credit, ~~of Regulation AB~~Inc. ("VW Credit") ~~Enhancement~~ and ~~Other~~its affiliates are ~~Support~~parties to, ~~Except~~or ~~for~~are ~~Certain~~periodically ~~Derivatives~~otherwise ~~Instruments~~involved ~~(Information~~in, ~~Regarding~~reviews, ~~Significant~~investigations, ~~Enhancement~~and ~~Providers~~proceedings (both formal and informal), and information gathering requests by various federal, state and local government authorities.

~~Not~~Since ~~Applicable~~2015, when the EPA issued Notices of Violation relating to irregularities that had been discovered in the software installed in turbocharged direct injection (TDI) vehicles (the “Affected Vehicles”), Volkswagen Aktiengesellschaft (“Volkswagen AG”) and its affiliates (collectively, “Volkswagen Group Companies”), including VW Credit, have been the subject of intense scrutiny, ongoing investigations (civil and criminal) and civil litigation relating to Affected Vehicles in the United States, Germany and the rest of the world, including lawsuits by the EPA, the U.S. Department of Justice and the attorneys general of numerous states, as well as several private civil lawsuits brought by owners and lessees of Affected Vehicles and dealers. In addition, Volkswagen Group Companies have received subpoenas and inquiries from state attorneys general and other governmental and regulatory authorities and are responding to such investigations and inquiries, including in areas relating to securities, financing and tax.

~~Item~~One ~~1115(b)~~such legal action to which VW Credit was subject is a civil action brought by the SEC pursuant to a complaint filed in the U.S. District Court for the Northern District of California on March 14, 2019. The complaint alleged that VW Credit, its indirect 100% parent, Volkswagen AG, an affiliate, Volkswagen Group of ~~Regulation~~America ABFinance, LLC, and the former Chief Executive Officer of Volkswagen AG, Martin Winterkorn, violated certain provisions of the U.S. ~~Certain~~federal ~~Derivatives~~securities laws ~~Instruments~~by selling certain bonds and asset-based securities without disclosure concerning the existence of defeat devices, as defined under ~~(Financial~~U.S. ~~Information)~~law, in certain diesel vehicles, and related exposures.

~~Not~~On ~~Applicable~~August 20, 2020, the U.S. District Court for the Northern District of California granted in part the Volkswagen defendants’ motion to dismiss the complaint, dismissing all claims against VW Credit related to its issuance of automotive asset-backed securities (“ABS”). With respect to VW Credit, the court held that the SEC’s claims had already been released by virtue of Volkswagen AG and Volkswagen Group of America Inc.’s settlement with the U.S. Department of Justice for claims made under the Financial Institutions Reform, Recovery and Enforcement Act, 12 U.S.C. § 1833a, related to VW Credit and the ABS.

~~Item~~On ~~1117~~September 4, 2020, the SEC filed an amended complaint and removed its claims against VW Credit. On December 7, 2020, the Volkswagen Group Companies named in the amended complaint filed an answer to the operative complaint denying liability for the claims asserted by the SEC and raising affirmative defenses. On March 1, 2024, Volkswagen Group of ~~Regulation~~America ABFinance, LLC submitted to the SEC an executed consent to enter into a final judgment, without admitting or denying the allegations of the SEC’s amended complaint, which requires, among other things, payment in the amount of $48,750,000, and approval by the Commissioners of the SEC and the court. ~~Legal~~If ~~Proceedings~~the court enters the final judgment, the SEC has agreed to file a stipulation of dismissal with prejudice as to the remaining defendants, Volkswagen AG and Martin Winterkorn. The proposed final judgment, along with the subsequently filed stipulation, would fully resolve the SEC’s claims against all defendants in this lawsuit. Should the court decline to enter the proposed final judgment, the parties agree that Volkswagen Group of America Finance, LLC’s consent shall be withdrawn, and that neither party will be bound to it.

~~Volkswagen~~The ~~Aktiengesellschaft (“~~Volkswagen ~~AG”) and affiliates of Volkswagen AG (collectively, “Volkswagen~~ Group Companies~~”),~~ ~~including~~cannot VWpredict ~~Credit, Inc.~~the ~~(“VW~~ultimate ~~Credit”), have~~outcome ~~been~~or ~~the~~timing ~~subject~~ of ~~intense~~any ~~scrutiny,~~resolution ~~ongoing~~with ~~investigations~~the ~~(civil~~SEC, ~~and~~or ~~criminal)~~the ~~and~~effect ~~civil~~on ~~litigation~~their ~~relating~~business, to TDI diesel engines. Volkswagen AG and other Volkswagen Group Companies have received subpoenas and inquiries from state attorneys general and other governmental and regulatory authorities and are responding to such investigations and inquiriesprospects, ~~including~~operating inresults ~~areas relating to securities, financing~~ and ~~tax~~financial condition.

~~One~~From ~~such~~2015 ~~legal action~~ to ~~which VW Credit was subject~~2023, orthe ~~to which certain other~~ Volkswagen Group Companies ~~are~~recognized ~~still~~over ~~subject,~~€30 isbillion ain ~~civil~~expenses ~~action~~directly ~~brought~~related byto the ~~SEC~~diesel ~~pursuant~~issue. toWork ~~a complaint filed~~ in ~~the~~respect ~~U.S.~~of ~~District Court for~~ the ~~Northern~~legal ~~District~~proceedings ~~of California on March 14, 2019. The complaint alleged~~ that VWare ~~Credit,~~still ~~its~~pending ~~indirect 100% parent,~~in ~~Volkswagen~~the ~~AG,~~United anStates ~~affiliate,~~and ~~Volkswagen~~the ~~Group~~rest of ~~America Finance, LLC, and~~ the ~~former~~world ~~Chief~~is ~~Executive~~ongoing ~~Officer~~and ofis ~~Volkswagen~~expected ~~AG,~~to ~~Martin Winterkorn,~~continue ~~violated~~for ~~certain~~some ~~provisions of the U~~time.S. ~~federal~~Ongoing ~~securities laws by selling certain bonds~~ and ~~asset-based~~potential ~~securities~~further ~~without~~legal ~~disclosure~~proceedings ~~concerning~~related to the ~~existence~~diesel ofissue ~~defeat~~could ~~devices,~~result ~~as defined under U.S. law,~~ in ~~certain~~considerable ~~diesel~~further ~~vehicles,~~legal and ~~related~~other ~~exposures~~expenses.

OnUTI ~~August 20~~Trustee, ~~2020,~~SUBI ~~the~~Trustee U.S. District Court for the Northern District of California granted in part the Volkswagen defendants’ motion to dismiss the complaint, dismissing all claims against VW Credit related to its issuance of automotive asset-backed securities (“ABS”). With respect to VW Credit, the court held that the SEC’s claims had already been released by virtue of Volkswagen AG, Volkswagen Group of America Finance, LLC and VWAdministrative ~~Credit’s settlement~~Trustee ~~with the U.S. Department of Justice for claims made under the Financial Institutions Reform, Recovery and Enforcement Act, 12 U.S.C. § 1833a, related to VW Credit and the ABS.~~Litigation

~~On September 4, 2020, the SEC filed an amended complaint and removed~~U.S. ~~its~~Bank ~~claims~~Trust ~~against VW Credit. On December 7~~Company, ~~2020,~~National the Volkswagen Group Companies entities named in the amended complaint filed an answer to the operative complaint denying liability for the claims asserted by the SEC and raising affirmative defenses. To dateAssociation, ~~the SEC has not sought to pursue a direct appeal~~ as to the ~~claims~~UTI ~~against VW Credit; however~~Trustee, ~~the~~SUBI ~~SEC~~trustee ~~may~~and ~~attempt to appeal after~~ the ~~resolution of~~Administrative ~~all~~Trustee ~~remaining~~has ~~claims~~provided in the ~~amended complaint. The other Volkswagen Group Companies named in the amended complaint intend to continue~~following toinformation ~~contest~~for ~~the~~inclusion ~~claims asserted~~ in ~~the~~this ~~SEC’s~~report ~~amended~~on ~~complaint and the relief sought by the SEC.~~Form 10-K:

~~UTI~~U.S. ~~Trustee~~Bank N.A. and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage-backed securities ("RMBS") trusts. The complaints, primarily ~~SUBI~~filed ~~Trustee~~by investors or investor groups against U.S. Bank N.A. and ~~Administrative~~similar ~~Trustee~~institutions, ~~Litigation~~allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default.

U.S. Bank ~~Trust~~N.A. ~~Company,~~denies ~~National~~liability ~~Association,~~and asbelieves that it has performed its obligations under the ~~UTI~~RMBS ~~Trustee~~trusts in good faith, ~~SUBI~~that ~~trustee~~its ~~and~~actions were not the ~~Administrative~~cause ~~Trustee~~of losses to investors, that it has ~~provided~~meritorious defenses, and it has contested and intends to continue contesting the ~~following~~plaintiffs’ claims vigorously. However, U.S. Bank N.A. cannot ~~information~~assure ~~for~~you ~~inclusion~~as into ~~this~~the ~~report~~outcome of any of the litigation, or the possible impact of these litigations on ~~Form 10-K:~~the trustee or the RMBS trusts.

~~U.S.~~On ~~Bank~~March 9, ~~National~~2018, ~~Association~~a ~~(“U.S.~~law ~~Bank”)~~firm ~~and~~purporting ~~other large~~to ~~financial~~represent ~~institutions~~fifteen Delaware ~~have~~statutory ~~been~~trusts ~~sued~~(the in“DSTs”) ~~their~~that ~~capacity~~issued assecurities ~~trustee~~backed orby ~~successor~~student ~~trustee~~loans ~~for certain residential mortgage backed securities~~ (the “~~RMBS~~Student Loans”) ~~trusts.~~filed a ~~The~~lawsuit ~~complaints,~~in ~~primarily~~the ~~filed~~Delaware byCourt ~~investors~~of orChancery ~~investor groups~~ against U.S. Bank N.A. in its capacities as indenture trustee and ~~similar~~successor special servicer, and three other institutions in their respective transaction capacities, ~~allege~~with respect to the ~~trustees~~DSTs ~~caused~~and ~~losses~~the toStudent ~~investors~~Loans. asThis alawsuit is ~~result~~captioned ofThe ~~alleged~~National ~~failures~~Collegiate byStudent ~~the~~Loan ~~sponsors~~Master Trust I, ~~mortgage~~et ~~loan~~al. ~~sellers~~v. ~~and servicers~~U.S. toBank ~~comply~~National ~~with~~Association, ~~the~~et ~~governing~~al., ~~agreements~~C.A. ~~for~~No. 2018-0167-JRS (Del. ~~these~~Ch.) ~~RMBS~~(the ~~trusts~~“NCMSLT Action”). ~~Plaintiffs~~The ~~generally~~complaint, ~~assert~~as ~~causes~~amended ofon ~~action~~June 15, ~~based~~2018, ~~upon~~alleged that the ~~trustees’ purported~~DSTs ~~failures~~have tobeen ~~enforce~~harmed as ~~repurchase~~a ~~obligations~~result of ~~mortgage~~purported ~~loan~~misconduct ~~sellers~~or ~~for~~omissions ~~alleged~~by ~~breaches~~the defendants concerning administration of ~~representations~~the trusts and ~~warranties, notify~~special ~~securityholders~~servicing of ~~purported~~the Student ~~events~~Loans. Since the filing of ~~default~~the ~~allegedly~~NCMSLT ~~caused~~Action, bycertain ~~breaches~~Student ofLoan ~~servicing~~borrowers ~~standards~~have bymade ~~mortgage~~assertions ~~loan~~against ~~servicers~~U.S. ~~and~~Bank N.A. concerning ~~abide~~special byservicing athat ~~heightened~~appear ~~standard~~to ofbe ~~care~~based ~~following~~on ~~alleged~~certain ~~events~~allegations made on behalf of ~~default~~the DSTs in the NCMSLT Action.

U.S. Bank ~~denies~~N.A. ~~liability~~has ~~and~~filed ~~believes~~a ~~that~~motion itseeking ~~has~~dismissal ~~performed~~of ~~its~~the ~~obligations~~operative ~~under~~complaint ~~the~~in ~~RMBS~~its ~~trusts~~entirety inwith ~~good~~prejudice ~~faith,~~pursuant ~~that~~to ~~its~~Chancery ~~actions~~Court ~~were~~Rules 12(b)(1) and ~~not~~12(b)(6) or, in the ~~cause~~alternative, a stay of ~~losses~~the tocase ~~investors,~~while ~~that~~other itprior ~~has~~filed ~~meritorious~~disputes ~~defenses,~~involving the DSTs and it ~~has~~the ~~contested~~Student ~~and~~Loans ~~intends~~are tolitigated. ~~continue~~On ~~contesting~~November 7, 2018, the ~~plaintiffs’~~Court ~~claims~~ruled ~~vigorously.~~that ~~However,~~the ~~U.S.~~case ~~Bank~~should ~~cannot~~be ~~assure~~stayed ~~you~~in asits ~~to the~~entirety ~~outcome~~pending ofresolution ~~any~~ of the ~~litigation~~first-filed cases. On January 21, or2020, the Court entered an order consolidating for pretrial purposes the ~~possible~~NCMSLT ~~impact~~Action ofand ~~these~~three ~~litigations~~other onlawsuits pending in the ~~trustee~~Delaware orCourt of Chancery concerning the ~~RMBS~~DSTs ~~trusts~~and the Student Loans, which remains pending.

On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank ~~National Association (“U~~N.SA. ~~Bank”)~~denies inliability ~~its capacities as indenture trustee and successor special servicer, and three other institutions~~ in ~~their respective transaction capacities, with respect to~~ the ~~DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “~~NCMSLT Action~~”).~~ ~~The~~and ~~complaint, as amended on June 15, 2018, alleged~~believes ~~that~~it ~~the~~has ~~DSTs~~performed ~~have~~its ~~been~~obligations ~~harmed~~ as aindenture ~~result~~trustee ofand ~~purported~~special ~~misconduct~~servicer orin ~~omissions~~good byfaith ~~the defendants concerning administration of the trusts~~ and ~~special~~in ~~servicing~~compliance ofin ~~the~~all ~~Student~~material ~~Loans.~~respects ~~Since~~ with the ~~filing~~terms of the ~~NCMSLT~~agreements ~~Action,~~governing ~~certain~~the ~~Student~~DSTs ~~Loan~~and ~~borrowers~~that ~~have~~it ~~made~~has ~~assertions against~~meritorious Udefenses.S. ~~Bank~~It ~~concerning~~has ~~special~~contested ~~servicing~~and ~~that~~intends ~~appear~~ to becontinue ~~based on certain allegations made on behalf of~~ contesting the ~~DSTs~~plaintiffs’ inclaims ~~the NCMSLT Action~~vigorously.

~~U.S.~~Owner ~~Bank~~Trustee has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated. On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student Loans, which remains pending.Litigation

~~U.S.~~Deutsche Bank ~~denies~~Trust ~~liability~~Company inDelaware, as the ~~NCMSLT~~Owner ~~Action~~Trustee, ~~and believes it~~ has ~~performed~~ ~~its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the~~provided ~~terms of~~ the ~~agreements~~following ~~governing~~information ~~the~~for ~~DSTs~~inclusion ~~and~~in ~~that~~this itreport ~~has~~on ~~meritorious defenses. It has contested and intends to continue contesting the plaintiffs’ claims vigorously.~~Form 10-K:

~~Owner~~Deutsche ~~Trustee~~Bank ~~Litigation~~Trust Company Americas (“DBTCA”) and Deutsche Bank National Trust Company (“DBNTC”) have been sued by investors in civil litigation concerning their role as trustees of certain residential mortgage-backed securities (“RMBS”) trusts.

~~Deutsche~~On ~~Bank~~June 18, ~~Trust~~2014, ~~Company~~a ~~Delaware~~group of investors, including funds managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed an action against DBNTC and DBTCA in New York State Supreme Court alleging that DBNTC and DBTCA failed to perform purported duties, as trustees for 544 private-label RMBS trusts, to enforce breaches of representations and warranties as to mortgage loans held by the ~~Owner~~trusts ~~Trustee~~and to enforce breaches by servicers of their mortgage loan servicing obligations for the trusts. During the course of the litigation, ~~has~~plaintiffs ~~provided~~dismissed the case from New York State Supreme Court and refiled two separate cases, one in the ~~following~~U.S. ~~information~~District Court for ~~inclusion~~the Southern District of New York (the “BlackRock SDNY Case”) and the other in ~~this~~the ~~report~~Superior Court of California, Orange County (the “BlackRock California Case”). Pursuant to a settlement among the parties, the BlackRock SDNY Case was dismissed on ~~Form~~December ~~10-K:~~6, 2018, and the BlackRock California Case was dismissed on January 11, 2019.

~~Deutsche~~On ~~Bank~~September 27, ~~Trust~~2017, ~~Company~~DBTCA ~~Americas~~was (“added as a defendant to a case brought by certain special purpose entities including Phoenix Light SF Limited in the U.S. District Court for the Southern District of New York, in which the plaintiffs previously alleged incorrectly that DBNTC served as trustee for all 43 of the trusts at issue. On September 27, 2017, plaintiffs filed a third amended complaint that names DBTCA”) ~~and~~as ~~Deutsche~~a defendant in addition to DBNTC. DBTCA serves as trustee for one ~~Bank~~of ~~National~~the 43 trusts at issue. DBNTC serves as trustee for the other 42 trusts at issue. Plaintiffs’ third amended complaint brings claims for violation of the U.S. Trust ~~Company~~Indenture Act of 1939 (“~~DBNTC~~TIA”); ~~have~~breach ~~been~~of ~~sued~~contract; bybreach ~~investors~~of infiduciary ~~civil~~duty; ~~litigation~~negligence and ~~concerning~~gross ~~their~~negligence; ~~role~~violation asof ~~trustees~~New York’s Streit Act; and breach of the covenant of good faith. However, in the third amended complaint, plaintiffs acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs’ TIA Act claims, negligence and gross negligence claims, Streit Act claims, claims for breach of the covenant of good faith, and certain ~~residential~~theories ~~mortgage-backed~~of ~~securities~~plaintiffs’ breach (of contract claims, and plaintiffs only include these claims to preserve any rights on appeal. Plaintiffs allege damages of “~~RMBS~~hundreds of millions of dollars.” On November 13, 2017, DBNTC and DBTCA filed an answer to the third amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, plaintiffs, jointly with Commerzbank AG (see description of Commerzbank case below), ~~trusts~~filed a motion for partial summary judgment. On October 27, 2021, DBNTC and DBTCA filed a supplemental motion for summary judgment relating to plaintiffs’ standing. On February 8, 2022, the court issued an order in which it granted DBNTC and DBTCA’s supplemental motion for summary judgment, granted in part DBNTC and DBTCA’s initial motion for summary judgment, and denied plaintiffs’ motion for partial summary judgment. As a result of that order, all of plaintiffs’ claims were dismissed with prejudice. On April 26, 2023, the United States Court of Appeals for the Second Circuit affirmed the court’s summary judgment order.

On ~~June~~November 1830, ~~2014~~2017, aDBTCA ~~group~~was ofadded ~~investors,~~as ~~including~~a ~~funds~~defendant ~~managed~~to a case brought by ~~Blackrock~~Commerzbank ~~Advisors,~~AG ~~LLC,~~(“Commerzbank”) ~~PIMCO-Advisors,~~in Lthe U.PS., ~~and~~District ~~others~~Court for the Southern District of New York, ~~filed~~in anwhich ~~action~~Commerzbank previously ~~against~~alleged incorrectly that DBNTC ~~and~~served ~~DBTCA~~as intrustee ~~New~~for ~~York~~all ~~State~~50 ~~Supreme~~of ~~Court~~the trusts at issue. On November 30, 2017, Commerzbank ~~alleging~~filed ~~that~~a ~~DBNTC~~second ~~and~~amended complaint that names DBTCA ~~failed~~as a defendant in addition to ~~perform~~DBNTC. ~~purported~~DBTCA ~~duties,~~serves as ~~trustees~~trustee for ~~544~~1 ~~private-label~~of ~~RMBS~~the 50 trusts, at toissue. ~~enforce~~DBNTC ~~breaches~~serves ~~of representations~~as ~~and~~trustee ~~warranties~~for asthe toother ~~mortgage~~49 ~~loans~~trusts ~~held~~at byissue. Commerzbank’s second amended complaint brings claims for violation of the ~~trusts~~TIA; ~~and~~breach toof ~~enforce~~contract; ~~breaches~~breach byof ~~servicers~~fiduciary duty; negligence; violation of ~~their~~the ~~mortgage~~Streit ~~loan~~Act; ~~servicing obligations~~and ~~for~~breach of the ~~trusts~~covenant of good faith. ~~During~~However, in the ~~course~~second ofamended complaint, Commerzbank acknowledges that, before DBTCA was added to the ~~litigation~~case, ~~plaintiffs~~the court dismissed Commerzbank’s TIA claims for the ~~case~~trusts ~~from~~governed ~~New~~by ~~York~~pooling ~~State~~and ~~Supreme~~servicing ~~Court~~agreements, as well as its Streit Act claims and ~~refiled~~claims ~~two~~for ~~separate~~breach ~~cases~~of the covenant of good faith, ~~one~~and inCommerzbank ~~the~~only Uincludes these claims to preserve any rights on appeal.S. ~~District~~The ~~Court~~second ~~for~~amended complaint ~~the~~alleges ~~Southern~~that ~~District~~DBNTC ofand ~~New~~DBTCA ~~York~~caused ~~(the~~Commerzbank to suffer “~~BlackRock~~hundreds ~~SDNY~~of ~~Case~~millions of dollars in losses,”) ~~and~~but the ~~other~~complaint does not include a demand for money damages in ~~the~~a ~~Superior~~sum ~~Court~~certain. ofOn ~~California~~January 29, ~~Orange~~2018, ~~County~~DBNTC (and DBTCA filed an answer to the ~~“BlackRock~~second ~~California~~amended ~~Case”)~~complaint. ~~Pursuant~~On toDecember 7, 2018, DBNTC and DBTCA filed a ~~settlement~~motion ~~among~~for summary judgment. Also on December 7, ~~the~~2018, ~~parties~~Commerzbank, jointly with the ~~BlackRock~~Phoenix ~~SDNY~~Light ~~Case~~plaintiffs, ~~was~~filed ~~dismissed~~a onmotion ~~December~~for partial summary judgment. On February 68, ~~2018~~2022, the court issued an order in which it granted in part DBNTC and ~~the~~DBTCA’s ~~BlackRock~~motion ~~California~~for ~~Case~~summary ~~was~~judgment ~~dismissed~~and ondenied ~~January 11~~plaintiffs’ motion for partial summary judgment. As a result of that order, many of plaintiffs’ claims and theories were dismissed with prejudice. ~~2019~~Discovery is ongoing.

On ~~September~~December 2730, ~~2017~~2015, IKB ~~DBTCA~~International, ~~was~~S.A. ~~added~~in asLiquidation and aIKB ~~defendant~~Deutsche toIndustriebank aA.G. ~~case brought~~(collectively, by“IKB”), ~~certain~~as ~~special~~an ~~purpose~~investor ~~entities~~in ~~including~~37 ~~Phoenix~~RMBS ~~Light~~trusts, SFfiled ~~Limited~~a summons with notice in the ~~U.S.~~Supreme ~~District~~ Court ~~for~~of the ~~Southern~~State ~~District~~ of New York, inNew ~~which~~York ~~the~~County, ~~plaintiffs~~against ~~previously alleged incorrectly that~~ DBNTC ~~served~~and DBTCA as ~~trustee~~trustees ~~for all 43~~ of the trusts ~~at issue~~. On ~~September~~May 27, ~~2017~~ 2016, IKB served ~~plaintiffs~~its ~~filed~~complaint aasserting ~~third~~claims ~~amended~~for ~~complaint~~breach ~~that~~of ~~names~~contract, ~~DBTCA~~breach asof afiduciary ~~defendant~~duty, inbreach ~~addition~~of duty to ~~DBNTC.~~avoid ~~DBTCA~~conflicts ~~serves~~of asinterest, violation ~~trustee~~of ~~for~~the ~~one~~ Streit Act, violation of the 43TIA, ~~trusts~~violation atof ~~issue.~~Regulation ~~DBNTC~~AB, ~~serves~~and asviolation ~~trustee~~of ~~for~~Section 9 of the ~~other~~Uniform 42Commercial Code. ~~trusts~~IKB atalleges ~~issue.~~that ~~Plaintiffs’~~DBNTC ~~third~~and ~~amended~~DBTCA ~~complaint~~are ~~brings claims~~liable for ~~violation~~over ~~of the~~ U.S. ~~Trust~~$268 ~~Indenture~~million ~~Act~~in ofdamages. ~~1939~~On ~~(“TIA”);~~October 5, ~~breach~~2016, ofDBNTC ~~contract;~~and ~~breach~~DBTCA, oftogether with ~~fiduciary~~several ~~duty;~~other ~~negligence and~~trustees ~~gross~~defending ~~negligence;~~lawsuits ~~violation~~by ofIKB, ~~New~~filed ~~York’s~~a ~~Streit~~joint ~~Act;~~motion to dismiss. On January 6, 2017 and ~~breach~~June 20, of2017, IKB voluntarily ~~the~~dismissed ~~covenant~~with ofprejudice ~~good~~all ~~faith~~claims as to seven trusts. ~~However~~On January 27, in2021, the ~~third~~court ~~amended complaint,~~granted ~~plaintiffs~~in ~~acknowledge~~part ~~that,~~and ~~before~~denied ~~DBTCA~~in part ~~was~~DBNTC ~~added~~and toDBTCA’s ~~the~~motion ~~case,~~to ~~the~~dismiss. The court ~~dismissed~~granted ~~plaintiffs’~~the ~~TIA~~motion ~~Act~~to ~~claims,~~dismiss ~~negligence and~~with ~~gross~~respect ~~negligence~~to IKB’s claims, for violations of the Streit Act ~~claims~~, ~~claims~~Regulation ~~for~~AB, ~~breach~~and Section 9 of the ~~covenant~~Uniform ofCommercial ~~good faith~~Code, ~~and~~as well as certain ~~theories~~aspects of ~~plaintiffs~~IKB’s claims for breach of contract, ~~claims~~breach of fiduciary duty, and ~~plaintiffs~~violation ~~only~~of ~~include~~the ~~these~~TIA. ~~claims~~The tocourt ~~preserve~~denied ~~any~~the ~~rights~~remainder onof ~~appeal~~the motion to dismiss. IKB’s ~~Plaintiffs~~remaining ~~allege~~claims ~~damages~~for ofbreach ~~“hundreds~~ of ~~millions~~contract, breach of ~~dollars.”~~fiduciary ~~On November 13~~duty, ~~2017,~~breach ~~DBNTC~~of ~~and~~duty ~~DBTCA~~to ~~filed~~avoid anconflicts ~~answer~~of tointerest, and violation of the ~~third~~TIA ~~amended~~will ~~complaint~~proceed. On ~~December~~May 710, ~~2018~~ 2021, DBNTC and DBTCA filed a ~~motion~~notice ~~for~~of ~~summary~~appeal ~~judgment.~~with ~~Also~~the onNew ~~December 7,~~York ~~2018,~~Supreme ~~plaintiffs,~~Court ~~jointly~~Appellate ~~with~~Division, First ~~Commerzbank~~Department, AGregarding ~~(see description~~certain aspects of ~~Commerzbank~~the ~~case~~court’s ~~below),~~order ~~filed~~on athe motion ~~for~~to ~~partial summary judgment~~dismiss. On ~~October~~May 2720, 2021, IKB ~~DBNTC~~filed a ~~and~~notice ~~DBTCA~~of ~~filed~~cross ~~a supplemental~~appeal ~~motion~~with ~~for~~respect ~~summary~~to ~~judgment~~other ~~relating~~aspects toof ~~plaintiffs’~~that ~~standing~~order. On ~~February~~August 830, 2022, the ~~court~~New ~~issued~~York anSupreme ~~order~~Court, inAppellate ~~which~~Division, itFirst ~~granted~~Department ~~DBNTC~~affirmed in part and ~~DBTCA~~reversed in part the court’s ~~supplemental~~order ~~motion~~on ~~for~~the ~~summary~~motion ~~judgment,~~to ~~granted~~dismiss. inAfter ~~part~~ DBNTC and DBTCA appealed the First Department’s ~~initial~~decision, ~~motion~~on June 15, 2023, the New York Court of Appeals reversed the First Department’s ~~for~~decision ~~summary~~in ~~judgment~~part, ~~and~~dismissing ~~denied~~certain ~~plaintiffs~~additional contract claims, as well as IKB’s ~~motion~~claims for ~~partial~~breach ~~summary~~of ~~judgment~~fiduciary duty and breach of duty to avoid conflicts of interest. AsOn June 2, 2021, IKB filed a ~~result~~motion for re-argument regarding certain aspects of ~~that~~the court’s order on the motion to dismiss, ~~all~~which ofthe ~~plaintiffs’~~court denied on August 3, 2021. On May 13, 2021, DBNTC and DBTCA filed ~~claims~~an ~~were~~answer ~~dismissed~~to the complaint. On October 28, 2021, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to seven additional trusts. On ~~March~~December 1029, ~~2022~~2021, ~~plaintiffs~~the parties filed a ~~notice~~stipulation, ofvoluntarily ~~appeal~~dismissing with prejudice all claims as to one additional trust. On April 22, 2022, the ~~United~~parties ~~States~~filed ~~Court~~a ofstipulation, ~~Appeals~~voluntarily dismissing with prejudice all ~~for~~claims as to 17 certificates at issue, including all claims as to 5 trusts. On February 28, 2023, the ~~Second~~parties ~~Circuit~~filed a stipulation, voluntarily dismissing with ~~respect~~prejudice all claims as to ~~the~~two ~~court’s~~trusts, ~~orders~~leaving on15 trusts at issue. On November 21, 2023, the ~~motions~~parties filed a stipulation, voluntarily dismissing with prejudice all claims as to ~~dismiss~~three ~~and~~trusts, ~~for~~leaving ~~summary~~12 ~~judgment~~trusts at issue. Discovery is ongoing.

OnIt ~~November 30,~~is ~~2017,~~ DBTCA’s ~~was~~belief ~~added~~that asit ahas ~~defendant~~no topending alegal ~~case~~proceedings ~~brought by Commerzbank AG~~ (~~“Commerzbank”) in the U.S. District Court for the Southern District of New York~~including, inbased ~~which~~on ~~Commerzbank previously alleged incorrectly that DBNTC served as trustee for all 50 of the trusts at issue. On November 30, 2017, Commerzbank filed a second amended complaint that names~~ DBTCA ~~as a defendant in addition to DBNTC. DBTCA serves as trustee for 1 of the 50 trusts at issue. DBNTC serves as trustee for the other 49 trusts at issue. Commerzbank~~’s ~~second~~present ~~amended~~evaluation, ~~complaint brings claims for violation of~~ the ~~TIA;~~litigation ~~breach~~disclosed ~~of contract; breach of fiduciary duty; negligence; violation of the Streit Act; and breach of the covenant of good faith. However,~~ in the ~~second~~foregoing ~~amended~~paragraphs) ~~complaint, Commerzbank acknowledges~~ that, ~~before~~would ~~DBTCA~~materially ~~was added to the case, the court dismissed~~affect ~~Commerzbank’s TIA claims for the trusts governed by pooling and servicing agreements, as well as~~ its ~~Streit~~ability ~~Act claims and claims for breach of the covenant of good faith, and Commerzbank only includes these claims~~ to ~~preserve~~perform ~~any~~its ~~rights~~duties onunder ~~appeal. The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions of dollars in losses,” but~~ the ~~complaint does~~related ~~not~~servicing ~~include~~agreement ~~a demand~~ for ~~money~~this ~~damages in a sum certain~~transaction. On January 29, 2018, DBNTC and DBTCA filed an answer to the second amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, Commerzbank, jointly with the Phoenix Light plaintiffs, filed a motion for partial summary judgment. On February 8, 2022, the court issued an order in which it granted in part DBNTC and DBTCA’s motion for summary judgment and denied plaintiffs’ motion for partial summary judgment. As a result of that order, many of plaintiffs’ claims and theories were dismissed with prejudice. Discovery is ongoing.

OnExcept ~~December 30, 2015, IKB International, S.A. in Liquidation and IKB Deutsche Industriebank A.G. (collectively, “IKB”),~~ as andescribed ~~investor in 37 RMBS trusts~~above, ~~filed~~no alegal ~~summons~~proceedings ~~with~~are ~~notice~~pending inagainst ~~the~~any ~~Supreme Court~~ of ~~the~~VW ~~State of New York~~Credit, Inc. ~~New~~(in ~~York~~its ~~County,~~capacity ~~against DBNTC and DBTCA~~ as ~~trustees~~the ofsponsor (the ~~trusts. On May 27~~“Sponsor”), ~~2016, IKB served~~in its ~~complaint~~capacity ~~asserting~~as ~~claims~~an ~~for~~originator ~~breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest,~~contemplated ~~violation~~by ofItem ~~the Streit Act, violation~~ 1110(b) of ~~the TIA, violation of~~ Regulation AB, ~~and violation of Section 9 of~~ (the ~~Uniform~~“Originator”), ~~Commercial Code. IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million~~ in ~~damages.~~its Oncapacity October 5, 2016, DBNTC and DBTCA, together with several other trustees defending lawsuits by IKB, filed a joint motion to dismiss. On January 6, 2017 and June 20, 2017, IKB voluntarily dismissed with prejudice all claims as toservicer ~~seven trusts. On January 27, 2021,~~ (the ~~court~~“Servicer”) ~~granted in part~~ and ~~denied~~ in ~~part~~its ~~DBNTC~~capacity ~~and~~as ~~DBTCA’s~~administrator ~~motion~~of toVolkswagen ~~dismiss.~~Auto ~~The~~Lease ~~court~~Trust ~~granted~~2022-A (the ~~motion~~“Issuing toEntity”)), ~~dismiss~~Volkswagen ~~with~~Auto ~~respect~~Lease/Loan ~~to IKB’s claims for violations~~Underwritten ~~of the Streit Act~~Funding, ~~Regulation~~LLC ~~AB, and Section 9 of~~ (the ~~Uniform Commercial Code~~“Depositor”), ~~as well as certain aspects of IKB’s claims for breach of contract~~Citibank, ~~breach of fiduciary duty, and violation of the TIA~~N.A. ~~The court denied~~ (the ~~remainder~~“Indenture ~~of the motion to dismiss. IKB’s remaining claims for breach of contract~~Trustee”), ~~breach~~VW ofCredit ~~fiduciary duty~~Leasing, ~~breach of duty to avoid conflicts of interest, and violation of the TIA will proceed~~ Ltd. ~~On May 10, 2021, DBNTC and DBTCA filed a notice of appeal with~~ (the ~~New York Supreme Court Appellate Division, First~~“Origination ~~Department~~Trust”), ~~regarding~~Deutsche ~~certain~~Bank ~~aspects~~Trust ofCompany ~~the~~Delaware ~~court’s order on~~ (the ~~motion~~“Owner toTrustee”), ~~dismiss~~U.S. OnBank ~~May 20,~~Trust ~~2021~~Company, ~~IKB~~ ~~filed~~National ~~a notice~~Association of(in ~~cross~~its ~~appeal~~capacity ~~with~~as ~~respect~~UTI totrustee ~~other aspects of that order. On August 30, 2022,~~ (the ~~New~~“UTI ~~York Supreme Court~~Trustee”), ~~Appellate Division, First Department affirmed~~ in ~~part~~its ~~and~~capacity ~~reversed~~as intransaction ~~part~~SUBI ~~the~~trustee ~~court’s order on~~ (the ~~motion to dismiss. On November 10, 2022, the~~“Transaction ~~First~~SUBI ~~Department~~Trustee”) ~~granted DBNTC~~ and ~~DBTCA’s~~in ~~motion~~its ~~for~~capacity ~~leave~~as toadministrative ~~appeal~~trustee to (the ~~Court~~“Administrative ~~of Appeals~~Trustee”), ~~and~~or ~~denied~~the ~~IKB’s~~Issuing ~~separate motion~~Entity ~~for~~or ~~reargument~~of ~~and~~which ~~leave~~any toproperty ~~appeal. On June 2, 2021, IKB filed a motion for re-argument regarding certain aspects~~ of the ~~court’s order~~foregoing onis the ~~motion~~subject tothat ~~dismiss,~~are ~~which~~or ~~the~~would ~~court~~be ~~denied~~material onto ~~August 3,~~holders ~~2021.~~of ~~On May 13, 2021, DBNTC and DBTCA filed an answer to~~ the ~~complaint.~~asset-backed Onnotes ~~October 28, 2021,~~ (the ~~parties filed a stipulation, voluntarily dismissing with prejudice all claims as to seven~~“Notes”) ~~additional~~or ~~trusts. On December 29, 2021,~~ the ~~parties~~asset-backed ~~filed~~certificate ~~a stipulation, voluntarily dismissing with prejudice all claims as to one additional trust. On April 22, 2022,~~ (the ~~parties filed a stipulation, voluntarily dismissing with prejudice all claims as to 17 certificates at issue, including all claims as to 5 trusts~~“Certificate”). OnNo ~~February 28,~~such ~~2023,~~proceedings ~~the~~are ~~parties~~known ~~filed a stipulation, voluntarily dismissing with prejudice all claims as~~ to ~~two~~be ~~trusts,~~contemplated ~~leaving~~by 15governmental ~~trusts at issue~~authorities. ~~Discovery is ongoing.~~

ItItem is1119 ~~DBTCA’s~~of ~~belief~~Regulation ~~that~~AB. itAffiliations ~~has~~and noCertain ~~pending legal proceedings~~Relationships ~~(including,~~and ~~based~~Related on DBTCA’s present evaluation, the litigation disclosed in the foregoing paragraphs) that would materially affect its ability to perform its duties under the related servicing agreement for this transactionTransactions.

~~Except~~The asSponsor ~~described~~is ~~above~~the originator, noas ~~legal~~contemplated ~~proceedings~~by ~~are~~Item ~~pending~~1110 ~~against any~~ of ~~VW Credit~~Regulation AB, ~~Inc.~~ ~~(in~~of ~~its~~all ~~capacity~~of as the ~~sponsor~~pool ~~(the~~assets ~~“Sponsor”),~~owned inby ~~its~~the ~~capacity~~Issuing asEntity. anThe ~~originator~~Sponsor ~~contemplated by~~is ~~Item~~also ~~1110(b) of Regulation AB (~~the ~~“Originator”),~~Servicer. inThe ~~its~~Depositor ~~capacity~~is asa ~~servicer~~wholly-owned (subsidiary of the ~~“Servicer”)~~Sponsor and, ~~in its~~therefore, ~~capacity~~a aswholly-owned ~~administrator~~subsidiary of ~~Volkswagen~~the ~~Auto~~originator ~~Lease~~and ~~Trust~~the ~~2022-A~~Servicer. ~~(the~~The “Issuing Entity~~”)),~~ ~~Volkswagen~~was ~~Auto~~formed ~~Lease/Loan~~by ~~Underwritten Funding, LLC (~~the “Depositor~~”), Citibank, N~~.~~A. (the “Indenture Trustee”),~~ VW Credit ~~Leasing~~, ~~Ltd~~Inc. (is the ~~“Origination Trust”),~~Administrator ~~Deutsche~~of ~~Bank~~the ~~Trust~~Issuing ~~Company~~Entity ~~Delaware~~and (the ~~“Owner~~Depositor ~~Trustee”),~~is ~~U.S.~~the ~~Bank~~holder ~~Trust~~of ~~Company, National Association (in its capacity as UTI trustee, (~~the ~~“UTI~~Issuing ~~Trustee”),~~Entity’s ~~in its capacity as transaction SUBI trustee~~Certificate, representing (the ~~“Transaction~~residual ~~SUBI Trustee”)~~interest ~~and~~ in ~~its capacity as administrative trustee, (~~the ~~“Administrative Trustee”), or the~~ Issuing Entity. orThe ~~of which~~Sponsor ~~any~~is ~~property~~settlor ofand ~~the~~initial ~~foregoing~~beneficiary isof the ~~subject~~Origination ~~that~~Trust. ~~are~~The asset orpool ~~would~~represents bea ~~material~~portfolio ~~to holders~~ of ~~the~~assets ~~asset-backed~~held ~~notes~~by (the ~~“Notes”) or~~Origination ~~the~~Trust ~~asset-backed~~in ~~certificate~~which (the ~~“Certificate”).~~Issuing NoEntity ~~such~~holds ~~proceedings~~a ~~are~~beneficial ~~known to be contemplated by governmental authorities~~interest.

Other than as specified in this Item ~~1119~~above, none of ~~Regulation~~VW ABCredit, Inc., the ~~Affiliations~~Depositor, the Origination Trust or the Issuing Entity is an affiliate of any of the following parties, and, ~~Certain~~except ~~Relationships~~as described ~~and~~below, ~~Related~~none ~~Transactions.~~of the following parties are affiliates of any of the other following parties:

~~The Sponsor is the originator, as contemplated by Item 1110 of Regulation~~(1)            Indenture ~~AB, of all of the pool assets owned by the Issuing Entity~~Trustee. The Sponsor is also the Servicer. The Depositor is a wholly-owned subsidiary of the Sponsor and, therefore, a wholly-owned subsidiary of the originator and the Servicer. The Issuing Entity was formed by the Depositor. VW Credit, Inc. is the Administrator of the Issuing Entity and the Depositor is the holder of the Issuing Entity’s Certificate, representing the residual interest in the Issuing Entity. The Sponsor is settlor and initial beneficiary of the Origination Trust. The asset pool represents a portfolio of assets held by the Origination Trust in which the Issuing Entity holds a beneficial interest.

~~Other than as specified in this Item above, none of VW Credit, Inc.,~~(2)            Owner the Depositor, the Origination Trust or the Issuing Entity is an affiliate of any of the following parties, and, except as described below, none of the following parties are affiliates of any of the other following parties:Trustee.

	(1)	Indenture Trustee.
	(2)	Owner Trustee.
	(3)	Issuer Delaware Trustee
	(4)	U.S. Bank Trust Company, National Association (in its capacities as UTI Trustee, Transaction SUBI Trustee and Administrative Trustee).
	(5)	Delaware Trustee.

(3)            Issuer Delaware Trustee

~~The~~(4)            U.S. Bank ~~Owner~~Trust ~~Trustee~~Company, ~~and~~National ~~the~~Association ~~Issuer~~(in ~~Delaware~~its capacities as UTI Trustee, ~~are~~Transaction ~~affiliates~~SUBI Trustee and Administrative Trustee).

There are no significant obligors contemplated by Item 1112 of Regulation AB, enhancement or support providers contemplated by Item 1114 or 1115 of Regulation AB, or other material parties related to the Notes contemplated by Item 1101(d5)~~(1) of~~            Delaware ~~Regulation AB~~Trustee.

InThe ~~addition,~~Owner toTrustee the best of our knowledge, there are no business relationships, agreements, arrangements, transactions or understandings entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction involving the issuance of the Notes and the Certificate by the Issuing Entity, between VW Credit, Inc. (in its capacities as Sponsor, Originator, Servicer or Administrator) the Depositor, the Origination Trust, the Indenture Trustee, the Owner Trustee, the Issuer Delaware Trustee~~, U.S.~~ ~~Bank~~are ~~Trust Company, National Association (in its capacities as UTI Trustee, Transaction SUBI Trustee and Administrative Trustee), the Delaware Trustee and the Issuing Entity, or any~~ affiliates ~~of such parties, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the Notes~~.

There are no significant obligors contemplated by Item ~~1122~~1112 of Regulation AB, enhancement or support providers contemplated by Item 1114 or 1115 of Regulation AB., ~~Compliance~~or ~~with~~other ~~Applicable~~material ~~Servicing~~parties related to the Notes ~~Criteria~~contemplated by Item 1101(d)(1) of Regulation AB.

~~The~~In ~~Servicer~~addition, ~~and~~to the ~~Indenture~~best ~~Trustee~~of ~~(collectively~~our knowledge, ~~the~~there ~~“Servicing Parties”)~~are ~~have~~no ~~each~~business ~~been~~relationships, agreements, ~~identified~~arrangements, bytransactions ~~the~~or ~~Depositor~~understandings asentered ~~parties~~into ~~participating~~outside in the ~~servicing~~ordinary ~~function~~course ~~with~~of ~~respect~~business toor ~~the~~on ~~asset pool~~terms ~~held~~other bythan would ~~the~~be ~~Issuing~~obtained ~~Entity.~~in ~~Each~~an ofarm’s ~~the~~length ~~Servicing~~transaction ~~Parties~~with ~~has~~an ~~completed~~unrelated athird ~~report~~party, onapart anfrom ~~assessment~~the ofasset-backed ~~compliance~~securities ~~with~~transaction involving the ~~servicing criteria~~issuance ~~set~~of ~~forth~~the inNotes ~~paragraph~~and ~~(d) of~~the ~~Item~~Certificate ~~1122~~by ofthe ~~Regulation~~Issuing ABEntity, ~~applicable~~between toVW itCredit, Inc. (~~each,~~in aits ~~“Servicing~~capacities ~~Assessment~~as ~~Report”)~~Sponsor, ~~which~~Originator, ~~Servicing~~Servicer ~~Assessment~~or ~~Reports~~Administrator) ~~are~~the ~~attached~~Depositor, asthe ~~exhibits~~Origination toTrust, ~~this~~the ~~Form 10-K.~~Indenture ~~In addition~~Trustee, ~~each of~~ the ~~Servicer~~Owner ~~and~~Trustee, the ~~Indenture~~Issuer Delaware Trustee, ~~has~~U.S. ~~provided~~Bank anTrust ~~attestation~~Company, ~~report~~National Association (~~each,~~in anits ~~“Attestation~~capacities ~~Report”)~~as byUTI aTrustee, ~~registered~~Transaction ~~public~~SUBI ~~accounting~~Trustee ~~firm,~~and ~~which reports~~Administrative ~~are~~Trustee), ~~also~~the ~~attached~~Delaware asTrustee ~~exhibits~~and tothe ~~this~~Issuing ~~Form 10-K.~~Entity, ~~Neither~~or ~~the~~any ~~Indenture~~affiliates ~~Trustee’s~~of ~~Servicing~~such ~~Assessment~~parties, ~~Report~~that ~~nor~~currently ~~the~~exists ~~Indenture Trustee’s~~or ~~Attestation~~that ~~Report~~existed ~~has~~during the ~~identified~~past ~~any~~two ~~material~~years ~~instance~~and ofthat ~~noncompliance~~is ~~with~~material ~~the~~to ~~servicing~~an ~~criteria~~investor’s ~~applicable~~understanding toof the ~~Indenture~~ ~~Trustee~~Notes.

~~The~~Item ~~Servicer~~1122 complied in all material respects with the servicing criteria applicable to it, except during the reporting period, when Insurance Proceeds with respect to a leased vehicle exceeded the customer lease balance, the reporting of ~~collections~~Regulation ~~was understated~~AB. ~~The~~Compliance ~~amount~~with ofApplicable ~~the understatement was $1,175,939.39. As a result, $292,709.60 that~~Servicing ~~should have been paid to investors on the July 2022 Payment Date instead was paid in the month of August 2022~~Criteria. ~~The Servicer has implemented corrective measures in its processes to prevent the reoccurrence of this error.~~

The Servicer and the Indenture Trustee (collectively, the “Servicing Parties”) have each been identified by the Depositor as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria set forth in paragraph (d) of Item ~~1123~~1122 of Regulation AB applicable to it (each, a “Servicing Assessment Report”), which Servicing Assessment Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicer ~~Compliance~~and ~~Statement~~the Indenture Trustee has provided an attestation report (each, an “Attestation Report”) by a registered public accounting firm, which reports are also attached as exhibits to this Form 10-K. Neither the Indenture Trustee’s Servicing Assessment Report nor the Indenture Trustee’s Attestation Report has identified any material instance of noncompliance with the servicing criteria applicable to the Indenture Trustee.

The Servicer ~~has~~complied ~~completed~~in aall ~~statement~~material ofrespects ~~compliance~~ with ~~its activities during~~ the ~~reporting period and of its performance under the applicable~~ servicing ~~agreement (a “Compliance Statement”), signed~~ bycriteria anapplicable ~~authorized officer of the Servicer. The Compliance Statement is attached as Exhibit 35.1~~ to ~~this Form 10-K~~it.

~~EXHIBIT INDEX~~Item 1123 of Regulation AB. Servicer Compliance Statement.

Exhibit 31.1	Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d).
Exhibit 33.1	Report on Assessment of Compliance with Applicable Servicing Criteria for Asset-Backed Securities of VW Credit, Inc.
Exhibit 33.2	Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of Citibank, N.A.
Exhibit 34.1	Attestation Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of Baker Tilly US, LLP, on behalf of VW Credit, Inc.
Exhibit 34.2	Attestation Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of KPMG, on behalf of Citibank, N.A.
Exhibit 35.1	Annual Servicer Compliance Statement of the Servicer for the year ended December 31, 2022.

The Servicer has completed a statement of compliance with its activities during the reporting period and of its performance under the applicable servicing agreement (a “Compliance Statement”), signed by an authorized officer of the Servicer. The Compliance Statement is attached as Exhibit 35.1 to this Form 10-K.

~~SIGNATURES~~EXHIBIT INDEX

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Depositor has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 31.1	Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d).

Exhibit 33.1	Report on Assessment of Compliance with Applicable Servicing Criteria for Asset-Backed Securities of VW Credit, Inc.

Exhibit 33.2	Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of Citibank, N.A.

Exhibit 34.1	Attestation Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of Baker Tilly US, LLP, on behalf of VW Credit, Inc.

Exhibit 34.2	Attestation Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of KPMG, on behalf of Citibank, N.A.

Exhibit 35.1	Annual Servicer Compliance Statement of the Servicer for the year ended December 31, 2023.

~~March 30, 2023~~SIGNATURES

	VOLKSWAGEN AUTO LEASE TRUST 2022-A
	By:	VW Credit, Inc., as Servicer
	By:	/s/ Garett Miles
		Garett Miles
		Head of Securitization and Assistant Treasurer
		(senior officer in charge of the servicing function)

March 27, 2024

	VOLKSWAGEN AUTO LEASE TRUST 2022-A

	By:	VW Credit, Inc., as Servicer

	By:	/s/ Garett Miles
		Garett Miles Head of Securitization and Assistant Treasurer
		(senior officer in charge of the servicing function)

Filing Compare · Volkswagen Auto Lease Trust 2022-A