exv10w2






Exhibit 10.2




 





VW CREDIT LEASING, LTD.,




U.S. BANK NATIONAL ASSOCIATION,

Not in its Individual Capacity

but Solely as SUBI Trustee,



and



VW CREDIT, INC.,

as Servicer



TRANSACTION SUBI SUPPLEMENT 2010-A TO

SERVICING AGREEMENT



Dated as of November 4, 2010



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE V DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	Section 5.1 Definitions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SERVICER
	 	 	3	 
	 
	 	 	 	 
	Section 6.1 Existence and Power
	 	 	3	 
	Section 6.2 Authorization and No Contravention
	 	 	3	 
	Section 6.3 No Consent Required
	 	 	3	 
	Section 6.4 Binding Effect
	 	 	3	 
	Section 6.5 No Proceedings
	 	 	3	 
	 
	 	 	 	 
	ARTICLE VII SPECIFIC REQUIREMENTS FOR ADMINISTRATION AND SERVICING OF THE TRANSACTION SUBI PORTFOLIO
	 	 	4	 
	
	 	 	 	 
	 
	 	 	 	 
	Section 7.1 Appointment of Servicer
	 	 	4	 
	Section 7.2 Servicer Bound by Servicing Agreement
	 	 	4	 
	Section 7.3 Application of Proceeds
	 	 	5	 
	Section 7.4 Servicer Certificate
	 	 	5	 
	Section 7.5 Servicer Fee
	 	 	6	 
	Section 7.6 Insurance Lapses; Repairs
	 	 	6	 
	Section 7.7 Licensing of Origination Trust
	 	 	6	 
	Section 7.8 Servicer Advances
	 	 	6	 
	Section 7.9 Payment of Fees and Expenses; Indemnity for Taxes
	 	 	6	 
	Section 7.10 Annual Independent Public Accountants’ Servicing Report
	 	 	6	 
	Section 7.11 Annual Officer’s Certificate; Annual ERISA Certification
	 	 	7	 
	Section 7.12 Postmaturity Term Extension
	 	 	7	 
	Section 7.13 Insurance Policies; Additional Insureds
	 	 	8	 
	Section 7.14 Security Deposits
	 	 	8	 
	Section 7.15 Pull-Ahead and Other Early Termination Marketing Programs
	 	 	8	 
	Section 7.16 1934 Act Filings
	 	 	8	 
	 
	 	 	 	 
	ARTICLE VIII TERMINATION OF SERVICER
	 	 	8	 
	 
	 	 	 	 
	Section 8.1 Termination of Servicer as to Transaction SUBI Portfolio
	 	 	8	 
	Section 8.2 No Effect on Other Parties
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	10	 
	 
	 	 	 	 
	Section 9.1 Amendment 
	 	 	10	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 9.2 Governing Law
	 	 	11	 
	Section 9.3 Notices
	 	 	11	 
	Section 9.4 Third-Party Beneficiaries
	 	 	11	 
	Section 9.5 Severability
	 	 	11	 
	Section 9.6 Binding Effect
	 	 	11	 
	Section 9.7 Article and Section Headings
	 	 	11	 
	Section 9.8 Execution in Counterparts
	 	 	11	 
	Section 9.9 Further Assurances
	 	 	11	 
	Section 9.10 Each SUBI Separate; Assignees of SUBI
	 	 	12	 
	Section 9.11 No Petition
	 	 	12	 
	Section 9.12 Submission to Jurisdiction; Waiver of Jury Trial
	 	 	13	 
	Section 9.13 Limitation of Liability of U.S. Bank
	 	 	13	 
	Section 9.14 Information Requests
	 	 	13	 
	Section 9.15 Regulation AB
	 	 	13	 
	 
	 	 	 	 
	EXHIBIT A — Form of Annual Officer’s Certificate
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT B Form of Annual ERISA and Texas Margin Tax Certification
	 	 	 	 






-ii-









 






TRANSACTION SUBI SUPPLEMENT 2010-A TO

SERVICING AGREEMENT




     THIS TRANSACTION SUBI SUPPLEMENT 2010-A TO SERVICING AGREEMENT (as amended, modified or
supplemented from time to time, the “Transaction SUBI Servicing Supplement”), dated as of
November 4, 2010, is among VW CREDIT LEASING, LTD., a Delaware statutory trust (the
“Origination Trust”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as
successor to U.S. Bank Trust National Association, not in its individual capacity but solely as a
SUBI Trustee (hereinafter, together with its successors and assigns, the “SUBI Trustee”) of
the Origination Trust, and VW CREDIT, INC., a Delaware corporation (“VCI”), as Servicer (in
such capacity, the “Servicer”).



RECITALS




     A. VCI (in its capacity as settlor, the “Settlor”), Wilmington Trust Company, as
Delaware Trustee (the “Delaware Trustee”), and U.S. Bank National Association, as successor
to U.S. Bank Trust National Association, as Administrative Trustee and UTI Trustee (in such
capacity, together with any successor or permitted assign, the “Administrative Trustee” and
the “UTI Trustee”, respectively; collectively with the Delaware Trustee and the SUBI
Trustee, the “Origination Trustees”) have entered into that certain Trust Agreement dated
as of June 2, 1999 (as modified, supplemented or amended from time to time, the “Origination
Trust Agreement”) pursuant to which the Settlor formed the Origination Trust for the purpose of
acting as agent and nominee owner of various Origination Trust Assets in accordance with the
Origination Trust Agreement.



     B. The Origination Trust and the Servicer also have entered into that certain Servicing
Agreement dated as of June 22, 1999, as amended and restated as of December 21, 2000 (as modified,
supplemented or amended from time to time, the “Servicing Agreement”), which provides,
among other things, for the servicing of the Origination Trust Assets by the Servicer.



     C. The Origination Trust Agreement contemplates that from time to time the UTI Trustee, on
behalf of the Origination Trust and at the direction of the Initial Beneficiary, will identify and
allocate on the Origination Trust’s books and records certain Origination Trust Assets within
separate SUBI Portfolios and create and issue to the Initial Beneficiary separate special units of
beneficial interest in the Origination Trust or “SUBIs”, the beneficiary or beneficiaries
of which will hold an exclusive 100% beneficial ownership interest in the related SUBI Portfolios,
all as set forth in the Origination Trust Agreement.



     D. Concurrently herewith, Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the
“Transferor”) will purchase the Transaction SUBI and the Transaction SUBI Certificate from
VCI and the Issuer will purchase the Transaction SUBI Certificate from the Transferor. The Issuer
is expected to fund such purchase from proceeds of the issuance of the Notes and Certificates.



Transaction SUBI

Servicing Supplement (2010-A)





 









 








     E. Concurrently herewith, Volkswagen Auto Lease Trust 2010-A, a Delaware statutory trust (the
“Issuer”), is entering into an asset-backed financing transaction pursuant to, among other
agreements, an indenture (the “Indenture”) with Deutsche Bank Trust Company Americas, as
indenture trustee (the “Indenture Trustee”), pursuant to which the Issuer will issue
asset-backed notes and will grant a security interest to the Indenture Trustee in certain of its
assets.



     F. Concurrently herewith, the Initial Beneficiary, the UTI Trustee, the Administrative Trustee
and the SUBI Trustee are entering into that certain Transaction SUBI Supplement 2010-A to
Origination Trust Agreement (as amended, modified or supplemented from time to time, the
“Transaction SUBI Supplement”) to supplement the terms of the Origination Trust Agreement
(i) to cause the UTI Trustee to identify and allocate Origination Trust Assets to a particular SUBI
Portfolio (the “Transaction SUBI Portfolio”), which shall consist of Origination Trust
Assets which shall constitute SUBI Assets, and (ii) to create and issue to VCI a SUBI Certificate
(such SUBI Certificate, together with any replacements thereof, the “Transaction SUBI
Certificate”), that will evidence the entire beneficial ownership interest in the related SUBI
Portfolio (the “Transaction SUBI”) including the Transaction Vehicles, with the Origination
Trust continuing to hold record title to the Transaction Vehicles as agent and nominee for the
holder of the Transaction SUBI Certificate, and (iii) to set forth the terms and conditions
thereof.



     G. Concurrently herewith, the UTI Trustee, on behalf of the Origination Trust and at the
direction of the Initial Beneficiary, is issuing to VCI the Transaction SUBI Certificate,
representing all of the Initial Beneficiary’s right, title and interest in and to the Transaction
SUBI, and the right to realize on any property that may be included in the Transaction SUBI
Portfolio, and all proceeds thereof.



     H. The Origination Trust desires to retain the Servicer to provide certain services with
respect to the Transaction SUBI Portfolio beneficially owned by the Issuer, and the parties hereto
desire, pursuant to this Transaction SUBI Servicing Supplement, to supplement the terms of the
Servicing Agreement insofar as they apply to the Transaction SUBI Portfolio, providing for specific
servicing obligations that will benefit the Issuer, as holder of the Transaction SUBI Certificate,
and the Indenture Trustee, as the pledgee of the Transaction SUBI Certificate on behalf of the
Noteholders.



          NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained and
in the Servicing Agreement, the parties hereto agree to the following supplemental obligations with
regard to the Transaction SUBI Portfolio:




ARTICLE V

DEFINITIONS




     Section 5.1 Definitions. For all purposes of this Transaction SUBI Servicing
Supplement, except as otherwise expressly provided or unless the context otherwise requires, (a)
unless otherwise defined herein, all capitalized terms used herein shall have the meanings
attributed to them (i) in Appendix A of the Indenture, (ii) if not defined therein, by the
Servicing Agreement, (iii) if not defined therein, by the Origination Trust Agreement, or (iv) if
not defined



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Servicing Supplement (2010-A)





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therein, by the Transaction SUBI Supplement, (b) the capitalized terms defined in this
Transaction SUBI Servicing Supplement have the meanings assigned to them in this Transaction SUBI
Servicing Supplement and include (i) all genders and (ii) the plural as well as the singular, (c)
all references to words such as “herein”, “hereof” and the like shall refer to this Transaction
SUBI Servicing Supplement as a whole and not to any particular article or section within this
Transaction SUBI Servicing Supplement, (d) the term “include” and all variations thereon shall mean
“include without limitation”, and (e) the term “or” shall include “and/or”.




ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF SERVICER




     The Servicer represents and warrants to the Transferor, the Issuer and the Indenture Trustee
on behalf of the Noteholders as follows:



     Section 6.1 Existence and Power. The Servicer is a corporation, 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 Servicer 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
Servicer, taken as a whole.



     Section 6.2 Authorization and No Contravention. The execution, delivery and
performance by the Servicer of each Transaction Document to which it is a party (i) have been duly
authorized by all necessary corporate 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 Servicer.



     Section 6.3 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 Servicer 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.



     Section 6.4 Binding Effect. Each Transaction Document to which the Servicer is a
party constitutes the legal, valid and binding obligation of the Servicer enforceable against the
Servicer 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.



     Section 6.5 No Proceedings. There is no action, suit, Proceeding or investigation
pending or, to the knowledge of the Servicer, threatened against the Servicer 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 Servicer, or in any material
impairment of the right or ability of the Servicer to carry on its business substantially as now
conducted, or in any material liability on the part of the Servicer, or which would render invalid the Servicing



Transaction SUBI

Servicing Supplement (2010-A)





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Agreement, this Transaction SUBI Servicing Supplement or the Transaction Units
or the obligations of the Servicer contemplated herein, or which would materially impair the
ability of the Servicer to perform under the terms of this Transaction SUBI Servicing Supplement or
any other Transaction Document.




ARTICLE VII

SPECIFIC REQUIREMENTS FOR

ADMINISTRATION AND SERVICING OF THE

TRANSACTION SUBI PORTFOLIO






     Section 7.1 Appointment of Servicer.



          (a) The Servicer shall manage, service and administer the Transaction SUBI Assets, at its own
expense and for the benefit of each holder and pledgee of the Transaction SUBI, and shall make
collections on the Transaction Units in accordance with its Customary Servicing Practices in effect
from time to time, using the same degree of skill and attention that the Servicer exercises with
respect to all comparable retail automotive leases that it services for itself or others.




          (b) The Servicer may delegate its duties and obligations as Servicer in accordance with
Section 2.10 of the Servicing Agreement.




          (c) The Servicer is hereby authorized to commence, in its own name or in the name of the
Origination Trust, a legal Proceeding (including a bankruptcy Proceeding) relating to or involving
a Transaction Unit, a Lessee or a Leased Vehicle. If the Servicer shall commence a legal Proceeding
to enforce a Transaction Unit, the Origination Trust shall thereupon be deemed to have
automatically assigned, solely for the purpose of collection, such Transaction Unit to the
Servicer. If in any enforcement suit or legal Proceeding it shall be held that the Servicer may
not enforce a Transaction Unit on the ground that it is not a real party in interest or a holder
entitled to enforce such Transaction Unit, the Origination Trust shall, at the Servicer’s expense
and direction, take steps to enforce such Transaction Unit, including bringing suit in its name.




          (d) The Servicer shall account for the Transaction SUBI Portfolio separately from any other
SUBI Portfolio.




     Section 7.2 Servicer Bound by Servicing Agreement.



          (a) The Servicer shall continue to be bound by all provisions of the Servicing Agreement with
respect to the Transaction Units allocated to the Transaction SUBI Portfolio, including the
provisions of Article II thereof relating to the administration and servicing of Leases;
and the provisions set forth herein shall operate either as additions to or modifications of the
existing obligations of the Servicer under the Servicing Agreement, as the context may require. In
the event of any conflict between the provisions of this Transaction SUBI Servicing Supplement and
the Servicing Agreement with respect to the Transaction SUBI, the provisions of this Transaction
SUBI Servicing Supplement shall prevail.




Transaction SUBI

Servicing Supplement (2010-A)





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          (b) For purposes of determining the Servicer’s obligations with respect to the servicing of
the Transaction SUBI Portfolio under this Transaction SUBI Servicing Supplement, general references
in the Servicing Agreement to: (i) a SUBI Portfolio shall be deemed to refer more specifically to
the Transaction SUBI Portfolio; (ii) a SUBI Servicing Agreement Supplement shall be deemed to refer
more specifically to this Transaction SUBI Servicing Supplement; and (iii) a SUBI Supplement shall
be deemed to refer more specifically to the Transaction SUBI Supplement.




     Section 7.3 Application of Proceeds.



          (a) Prior to the satisfaction and discharge of the Indenture with respect to the Collateral,
the Servicer shall deposit an amount equal to all Collections received in respect of the
Transaction SUBI during any Collection Period into the Collection Account on or prior to 11:00
a.m., New York City time, on the following Payment Date; provided, however, that if the Monthly
Remittance Condition is not satisfied, the Servicer shall deposit an amount equal to all
Collections into the Collection Account within two Business Days after identification (it being
understood that, with respect to Sales Proceeds, the Servicer shall be obligated to remit an amount
equal to Sales Proceeds into the Collection Account and shall not be obligated to remit the actual
Sales Proceeds but instead such actual Sales Proceeds shall be held by the Qualified Intermediary
or in a Qualified Intermediary Account which shall not constitute Collateral). The “Monthly
Remittance Condition” shall be deemed to be satisfied if (i) VCI is the Servicer, (ii) no
Servicer Replacement Event has occurred and is continuing, and (iii)(x) Volkswagen AG has a
short-term debt rating of at least “P-1” from Moody’s and “A-1” from Standard & Poor’s, (y) both
Moody’s and Standard & Poor’s are then rating a debt issuance of Volkswagen Group of America, Inc.
or VCI (and, in the case of VCI, such debt issuance is guaranteed by Volkswagen AG) and (z) VCI
remains a direct or indirect wholly-owned subsidiary of Volkswagen AG. Pending deposit into the
Collection Account, Collections may be used by the Servicer at its own risk and for its own benefit
and will not be segregated from its own funds.




          (b) After the satisfaction and discharge of the Indenture with respect to the Collateral, the
Servicer shall pay an amount equal to Collections in accordance with the instructions provided from
time to time by the holder of the Transaction SUBI Certificate.




          (c) Notwithstanding anything to the contrary contained in this Transaction SUBI Servicing
Supplement, for so long as the Monthly Remittance Condition has been satisfied, the Servicer shall
be permitted to deposit into the Collection Account only the net amount distributable to the
Issuer, as holder of the Transaction SUBI Certificate, on the Payment Date. The Servicer shall,
however, account for all Collections as if all of the deposits and distributions described herein
were made individually.




     Section 7.4 Servicer Certificate. On each Determination Date prior to the
satisfaction and discharge of the Indenture with respect to the Collateral, the Servicer shall
deliver to the Indenture Trustee, the Issuer, the SUBI Trustee, the Administrator and each Paying
Agent a Servicer Certificate reflecting information as of the close of business of the Servicer for
the immediately preceding Collection Period containing the information described in Section
8.3(a) of the Indenture. At the sole option of the Servicer, each Servicer Certificate may be
delivered in electronic or hard copy format.



Transaction SUBI

Servicing Supplement (2010-A)





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     Section 7.5 Servicer Fee. Notwithstanding anything to the contrary in Section
2.5 of the Servicing Agreement, on each Payment Date, the Issuer shall pay to the Servicer in
accordance with Section 8.4(a) of the Indenture the Servicing Fee for the immediately
preceding Collection Period as compensation for its services. In addition, the Servicer may retain
any Supplemental Servicing Fees.



     Section 7.6 Insurance Lapses; Repairs. The Servicer shall not be required to monitor
whether any Lessee has, and shall have no liability in the event that any Lessee fails to maintain
in full force and effect, a physical damage insurance policy covering any Transaction Unit or
naming the Origination Trust as loss payee. Without limiting the foregoing, in no event shall the
Servicer be obligated to perform or be liable for any repairs or maintenance with respect to any
Transaction Unit.



     Section 7.7 Licensing of Origination Trust. The Servicer shall cause the Origination
Trust to apply for and maintain at all times all licenses and permits necessary to carry on the
Origination Trust’s leasing business in each jurisdiction in which the Origination Trust operates,
except where the failure to have any license or permit would not materially and adversely affect
the business, properties, financial condition or results of operation of the Origination Trust,
taken as a whole.



     Section 7.8 Servicer Advances. On each Payment Date, the Servicer shall deposit into
the Collection Account prior to 11:00 a.m., New York City time, an advance in an amount equal to
the lesser of (a) any shortfall in the amounts available to make the payments in clauses
(i) through (iv) of Section 8.4(a) of the Indenture and (b) the aggregate
scheduled monthly lease payments due on Included Units but not received (or not received in full)
during and prior to the related Collection Period (an “Advance”); provided, however, that
the Servicer will not be obligated to make an Advance if the Servicer reasonably determines in its
sole discretion that such Advance is not likely to be repaid from future cash flows from the
Transaction SUBI Portfolio. No Advances will be made with respect to Defaulted Leases.
Notwithstanding the foregoing, following any replacement of VCI as Servicer pursuant to Section
8.1, the successor Servicer shall not be required to make any Advances.



     Section 7.9 Payment of Fees and Expenses; Indemnity for Taxes. The Servicer shall pay
all expenses (other than expenses described in the definition of Sales Proceeds) incurred in
connection with the administration and servicing of the Transaction SUBI and the Transaction
Units, including, without limitation, expenses incurred by it in connection with its activities
hereunder, including fees and disbursements of the SUBI Trustee, independent accountants, taxes
imposed on the Servicer and any SUBI Trustee indemnity claims. The Servicer shall pay any and all
taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate.



     Section 7.10 Annual Independent Public Accountants’ Servicing Report. For so long as
the Transferor is filing reports under the Exchange Act with respect to the Issuer, on or before
the 90th day following the end of each fiscal year of the Issuer (or, if such day is not a Business
Day, the next Business Day), beginning with the fiscal year ending December 31, 2010, the Servicer
shall cause a firm of independent registered public accountants (who may also render other services
to the Servicer, the Transferor or their respective Affiliates) to furnish to



Transaction SUBI

Servicing Supplement (2010-A)





6









 







the Indenture Trustee, the Servicer and the Transferor each attestation report on assessments
of compliance with the Servicing Criteria with respect to the Servicer or any Affiliate thereof
during the related fiscal year (or since the Closing Date, in the case of the first such
attestation report) delivered by such accountants pursuant to paragraph (c) of Rule 13a-18 or Rule
15d-18 of the Exchange Act and Item 1122 of Regulation AB. The certification required by this
paragraph may be replaced by any similar certification using other procedures or attestation
standards which are now or in the future in use by servicers of comparable assets or which
otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by
the Commission.




     Section 7.11 Annual Officer’s Certificate; Annual ERISA Certification.



          (a) The Servicer will deliver to the Rating Agencies, the Issuer and the Indenture Trustee on
or before the 90th day following the end of the fiscal year of the Issuer (or, if such
day is not a Business Day, the next Business Day) beginning with the fiscal year ending December
31, 2010, an Officers’ Certificate substantially in the form of Exhibit A providing such
information as is required under Item 1123 of Regulation AB.




          (b) The Servicer will deliver to the Rating Agencies, the Issuer and the Indenture Trustee on
or before the 120th day following the end of the fiscal year of the Issuer (or, if such
day is not a Business Day, the next Business Day) beginning with the fiscal year ending December
31, 2010, an Officers’ Certificate substantially in the form of Exhibit B with respect to
the ERISA plans maintained or sponsored by the Servicer or any of its ERISA Affiliates and with
respect to filings and payments in connection with the Texas Margin Tax.




          (c) For so long as the Transferor is filing reports under the Exchange Act with respect to the
Issuer, the Servicer will deliver to the Issuer, on or before the 90th day following the
end of the fiscal year of the Issuer (or, if such day is not a Business Day, the next Business Day)
beginning with the fiscal year ending December 31, 2010, a report regarding the Servicer’s
assessment of compliance with the Servicing Criteria during the immediately preceding calendar year
(or since the Closing Date, in the case of the first such report) including disclosure of any
material instance of non-compliance identified by the Servicer, as required under paragraph (b) of
Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.




     Section 7.12 Postmaturity Term Extension. Consistent with its Customary Servicing
Practices, the Servicer may, in its discretion, grant a Postmaturity Term Extension with respect to
any Transaction Lease. If the Servicer grants a Postmaturity Term Extension with respect to a
Transaction Lease, then the Servicer shall direct the SUBI Trustee and the Servicer to reallocate
the Unit related to such Transaction Lease from the Transaction SUBI Portfolio to the UTI Portfolio
(if the Servicer is VCI) or to an Other SUBI designated by the Servicer (if the Servicer is not
VCI) on the Payment Date following the beginning of the Collection Period during which such
Postmaturity Term Extension was granted. In consideration for such reallocation, the Servicer
shall make a payment to the Issuer equal to the Securitization Value of such Unit as of the end 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.



Transaction SUBI

Servicing Supplement (2010-A)





7









 








     Section 7.13 Insurance Policies; Additional Insureds. The Servicer shall cause all
policies of insurance required to be maintained pursuant to Section 2.9 of the Servicing
Agreement to name the Transferor, the Issuer, the Owner Trustee and the Indenture Trustee as
additional insureds.



     Section 7.14 Security Deposits. In accordance with Section 2.4 of the
Servicing Agreement, on the Payment Date related to the Collection Period in which a Security
Deposit (as defined in the Servicing Agreement) becomes a Collection, the Servicer shall deposit
such amounts in the Collection Account.



     Section 7.15 Pull-Ahead and Other Early Termination Marketing Programs. The Servicer
may, in its discretion, with respect to any Included Unit, permit the Lessee under the related
Lease to terminate such Lease prior to its scheduled termination date as part of a “pull-ahead” or
other marketing program; provided, however, that such early termination shall not be permitted
unless all Pull-Ahead Amounts due and payable by the Lessee under such Lease on or before the date
of such Lessee’s election to terminate the Lease have been paid by or on behalf of such Lessee and
are deposited in the Collection Account within the time period thereafter stated in Section
7.3 of this Transaction SUBI Servicing Supplement. Following such early termination, the
Servicer shall charge the related Lessee any applicable Excess Wear and Tear Charges and Excess
Mileage Charges in accordance with Customary Servicing Practices with respect to Leases that are
terminated early by the related Lessee in the absence of a “pull-ahead” or other marketing program.



     Section 7.16 1934 Act Filings. The Origination Trust hereby authorizes the Servicer
to prepare, sign, certify and file on behalf of the Origination Trust any and all reports,
statements and information respecting the Origination Trust required to be filed or made pursuant
to the Exchange Act and the rules thereunder.



ARTICLE VIII

TERMINATION OF SERVICER




     Section 8.1 Termination of Servicer as to Transaction SUBI Portfolio.



          (a) Upon the occurrence and continuation of any Servicer Replacement Event, the Servicer shall
provide to the Indenture Trustee, the Issuer, the Administrator and each Rating Agency prompt
notice specifying such Servicer Replacement Event, together with a description of its efforts to
perform its obligations. The Servicer may not resign except in accordance with Section
2.10(a) of the Servicing Agreement.




          (b) If a Servicer Replacement Event shall have occurred and be continuing, the SUBI Trustee on
behalf of the holder of the Transaction SUBI Certificate, shall, at the direction of the Required
Related Holders, by notice given to the Servicer, the Issuer, the Indenture Trustee and the
Administrator, terminate the rights and obligations of the Servicer under this Transaction SUBI
Servicing Supplement and the Servicing Agreement with respect to the Transaction SUBI and the
Included Units. In the event the Servicer is removed or resigns as Servicer with respect to
servicing the Transaction SUBI Assets, the Required Related Holders shall appoint a successor
Servicer. With respect to any Servicer Replacement Event, the SUBI




Transaction SUBI

Servicing Supplement (2010-A)





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Trustee, acting on the direction of the Required Related Holders may waive any default of the
Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the
“Required Related Holders” shall be deemed to be the Indenture Trustee, acting at the
direction of the Holders of not less than 66 2/3% of the Outstanding Notes and thereafter, the
Issuer, acting at the direction of the Majority Certificateholders.




          (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to
effect the orderly and efficient transfer of the servicing of the Transaction Units to a successor
Servicer.




          (d) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant
to this Section 8.1, the successor Servicer shall be the successor in all respects to the
Servicer in its capacity as Servicer under the Servicing Agreement with respect to the Transaction
SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating
thereto, except with respect to the obligations of the predecessor Servicer that survive its
termination as Servicer as set forth in Section 8.1(e). No Servicer shall resign or be
relieved of its duties under the Servicing Agreement, as Servicer of the Transaction SUBI
Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed
the responsibilities and obligations of the resigning or terminated Servicer under this Transaction
SUBI Servicing Supplement and provided in writing the information reasonably requested by the
Transferor to comply with its reporting obligations under the Exchange Act with respect to a
replacement Servicer. In the event of a replacement of VCI as Servicer, the Required Related
Holders shall cause the successor Servicer to agree to indemnify VCI against any losses,
liabilities, damages or expenses (including attorneys’ fees) as a result of the negligence or
willful misconduct of such successor Servicer. The predecessor Servicer shall be entitled to
receive reimbursement for any outstanding Advances made with respect to the Transaction Units to
the extent funds are available therefor in accordance with the Indenture.




          (e) No termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall
affect the obligations of the Servicer pursuant to Section 2.7(c) of the Servicing
Agreement; provided that following the replacement of the Servicer pursuant to this Section
8.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with
respect to matters arising after such replacement.




     Section 8.2 No Effect on Other Parties. Upon any termination of the rights and powers
of the Servicer with respect to the Transaction SUBI Portfolio pursuant to Section 8.1
hereof, or upon any appointment of a successor Servicer with respect to the Transaction SUBI
Portfolio, all the rights, powers, duties and obligations of the Origination Trustees, the UTI
Holder and the Settlor under the Origination Trust Agreement, the Servicing Agreement, the
Transaction SUBI Supplement, any other SUBI Supplement, any other SUBI Servicing Agreement
Supplement or any other Origination Trust Document shall remain unaffected by such termination or
appointment and shall remain in full force and effect thereafter, except as otherwise expressly
provided herein or therein.



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ARTICLE IX

MISCELLANEOUS




     Section 9.1 Amendment.



          (a) Notwithstanding any provision of the Servicing Agreement, the Servicing Agreement, as
supplemented by this Transaction SUBI Servicing Supplement, to the extent that it deals solely with
the Transaction SUBI and the Transaction SUBI Portfolio, may be amended in accordance with this
Section 9.1.




          (b) Any term or provision of the Servicing Agreement or this Transaction SUBI Servicing
Supplement may be amended by the Servicer, without the consent of any other Person subject to
satisfaction of one of the following conditions: (i) 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 (c) below, any term or provision of this Agreement may be amended by the Servicer
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 Origination Trustees, the Indenture Trustee or the Owner
Trustee shall require the prior written consent of the Persons whose interests are materially and
adversely affected.




          (c) Notwithstanding anything herein to the contrary (including clause (d) 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.




          (d) 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.




          (e) Prior to the execution of any amendment to this Transaction SUBI Servicing Supplement, the
Servicer 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 Transaction SUBI
Servicing Supplement, the Servicer shall furnish a copy of such amendment to each Rating Agency,
the Origination Trustees, the Owner Trustee and the Indenture Trustee.




          (f) Prior to the execution of any amendment to this Transaction SUBI Servicing Supplement, the
Owner Trustee, the Indenture Trustee and the Origination Trustees 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 the Servicing Agreement or this




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Transaction SUBI Servicing Supplement and that all conditions precedent to the execution and
delivery of such amendment have been satisfied.




     Section 9.2 Governing Law. THIS TRANSACTION SUBI SERVICING SUPPLEMENT 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 9.3 Notices. All demands, notices and communications hereunder shall be in
writing and shall be delivered or mailed by registered or certified first class United States mail,
postage prepaid, hand delivery, prepaid courier service, 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 9.4 Third-Party Beneficiaries. The Issuer and the Indenture Trustee, as
holder and pledgee, respectively, of the Transaction SUBI Certificate, and their respective
successors, permitted assigns and pledgees are third-party beneficiaries of the obligations of the
parties hereto and may directly enforce the performance of any of such obligations hereunder.



     Section 9.5 Severability. If one or more of the provisions of this Transaction SUBI
Servicing Supplement shall be for any reason whatever held invalid or unenforceable, such
provisions shall be deemed severable from the remaining covenants, agreements and provisions of
this Transaction SUBI Servicing Supplement, and such invalidity or unenforceability shall in no way
affect the validity or enforceability of such remaining covenants, agreements and provisions, or
the rights of any parties hereto. To the extent permitted by law, the parties hereto waive any
provision of law that renders any provision of this Transaction SUBI Servicing Supplement invalid
or unenforceable in any respect.



     Section 9.6 Binding Effect. The provisions of the Servicing Agreement and this
Transaction SUBI Servicing Supplement, insofar as they relate to the Transaction SUBI Portfolio,
shall be binding upon and inure to the benefit of the respective successors and permitted assigns
of the parties hereto.



     Section 9.7 Article and Section Headings. The article and section headings herein are
for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.



     Section 9.8 Execution in Counterparts. This Transaction SUBI Servicing Supplement may
be executed in any number of counterparts, each of which so executed and delivered shall be deemed
to be an original, but all of which shall together constitute but one and the same instrument.



     Section 9.9 Further Assurances. Each party will do such acts, and execute and deliver
to any other party such additional documents or instruments, as may be reasonably



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requested in
order to effect the purposes of this Transaction SUBI Servicing Supplement and to better assure and
confirm unto the requesting party its rights, powers and remedies hereunder.




     Section 9.10 Each SUBI Separate; Assignees of SUBI. Each party hereto acknowledges
and agrees (and each holder or pledgee of the Transaction SUBI, by virtue of its acceptance of such
Transaction SUBI or pledge thereof acknowledges 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 any Transaction SUBI Assets, (c) except to the extent required by
law, UTI Assets or SUBI Assets with respect to any SUBI (other than the Transaction 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 SUBI other than the Transaction SUBI or any SUBI Assets other than the Transaction
SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to
the Transaction SUBI, and (e) any purchaser, assignee or pledgee of an interest in the Transaction
SUBI or, the Transaction SUBI Certificate, must, prior to or contemporaneously with the grant of
any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition
covenant substantially similar to that set forth in Section 6.9 of the Origination Trust
Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from
time to time of the UTI or UTI Certificate and any Other SUBI or Other SUBI Certificate to release
all claims to the assets of the Origination Trust allocated to the UTI Portfolio and each Other
SUBI Portfolio and, in the event that such release is not given effect, to fully subordinate all
claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI
Portfolio and each Other SUBI Portfolio.



     Section 9.11 No Petition. With respect to each Bankruptcy Remote Party, each party
hereto (and each holder and pledgee of the Transaction SUBI, by virtue of its acceptance of such
SUBI or pledge thereof) agrees that, prior to the date which is one year and one day after payment
in full of all obligations under each Financing, (i) no party hereto shall authorize such
Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other
Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy
Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect in any jurisdiction or seeking the appointment of an administrator, 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) none of the parties



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hereto shall commence or join with any other Person in commencing any Proceeding against such
Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or
statute now or hereafter in effect in any jurisdiction.




     Section 9.12 Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties
hereto hereby irrevocably and unconditionally:



          (a) submits for itself and its property in any legal action or Proceeding relating to this
Transaction SUBI Servicing Supplement or any documents executed and delivered in connection
herewith, or for recognition and enforcement of any judgment in respect thereof, to the
nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United
States of America for the Southern District of New York and appellate courts from any thereof;




          (b) consents that any such action or Proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of such action or Proceeding in any such
court or that such action or Proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;




          (c) agrees that service of process in any such action or Proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to such Person at its address determined in accordance with Section 9.3 of this
Transaction SUBI Servicing Supplement;




          (d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction; and




          (e) 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 Transaction SUBI Servicing Supplement, any other Transaction Document, or any
matter arising hereunder or thereunder.




     Section 9.13 Limitation of Liability of U.S. Bank. Notwithstanding anything contained
herein to the contrary, this instrument has been signed by U.S. Bank not in its individual capacity
but solely in its capacities as Administrative Trustee and as SUBI Trustee and in no event shall
U.S. Bank in its individual capacity have any liability for the representations, warranties,
covenants, agreements or other obligations of the Origination Trust hereunder, as to all of which
recourse shall be had solely to the assets of the Origination Trust.



     Section 9.14 Information Requests. The parties hereto shall provide any information
reasonably requested by the Servicer, the Issuer, the Transferor or any of their Affiliates, in
order to comply with or obtain more favorable treatment under any current or future law, rule,
regulation, accounting rule or principle.



     Section 9.15 Regulation AB. The Servicer shall cooperate fully with the Transferor
and the Issuer to deliver to the Transferor and the Issuer (including any of its assignees or
designees) any and all statements, reports, certifications, records and any other information
necessary in the good faith determination of the Transferor or the Issuer to permit the Transferor



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to comply with the provisions of Regulation AB and its reporting obligations under the Exchange
Act, together with such disclosures relating to the Servicer and the Units, or the servicing of the
Units, reasonably believed by the Transferor to be necessary in order to effect such compliance.




[SIGNATURES ON THE FOLLOWING PAGE]




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



	 	 	 	 	 
	 	VW CREDIT LEASING, LTD.

 	 
	 	By:  	U.S. Bank National Association, not in its
 	 
	 	 	individual capacity but solely as Administrative  	 
	 	 	Trustee 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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S-1









 








	 	 	 	 	 
	 	VW CREDIT, INC., as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	Martin Luedtke 	 
	 	 	Title:  	Treasurer 	 
	 
	 	By:  	
 	 
	 	 	Name:  	Lawrence S. Tolep 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



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	 	U.S. BANK NATIONAL ASSOCIATION, not in its 

individual capacity but solely as SUBI Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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EXHIBIT A




FORM OF ANNUAL OFFICER’S CERTIFICATE


(As required to be delivered on or before March 30 of each

calendar year beginning with March 30, 2011, pursuant to

Section 7.11 of the Transaction SUBI Servicing Supplement)




VW Credit, Inc. Annual Compliance Certificate

Pursuant to Section 7.11 of the Transaction SUBI Servicing Supplement

And Item 1123 of Regulation AB



 





VOLKSWAGEN AUTO LEASE TRUST 2010-A



 



The undersigned, duly authorized officers of VW Credit, Inc. (“VCI”), as Servicer (the “Servicer”),
under the Transaction SUBI Supplement 2010-A to Servicing Agreement dated as of [ ],
2010 (as amended and supplemented, or otherwise modified and in effect from time to time, the
“Transaction SUBI Servicing Supplement”), by and among VW Credit Leasing, Ltd., VCI, as Servicer,
and U.S. Bank National Association, as SUBI Trustee, do hereby certify that:





	 	1.	 	A review of the activities of the Servicer during the period from [          
], 2010 through December 31, 2010, and of its performance under the Transaction SUBI
Servicing Supplement was conducted under our supervision.
	 
	 	2.	 	To the best of our knowledge, based on such review, the Servicer has, fulfilled all of
its obligations under the Transaction SUBI Servicing Supplement in all material respects
throughout such period, [except that for the period beginning [            ], 2010
through [            ], 2010 [describe each failure, if any, of the Servicer to
fulfill its obligations under the provisions of the Transaction SUBI Servicing Supplement
in any material respect and the nature and status thereof]].




IN WITNESS WHEREOF, each of the undersigned has duly executed this Certificate on behalf of the
Servicer this ____ day of ______, 2010.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Name:  	 	 
	 	Title:  	 	 



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	 	Name:  	 	 
	 	Title:  	 	 



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EXHIBIT B




FORM OF ANNUAL ERISA AND TEXAS MARGIN TAX CERTIFICATION




(As required to be delivered on or before April 30 of each

calendar year beginning with April 30, 2011, pursuant to

Section 7.11 of the Transaction SUBI Servicing Supplement)




VW CREDIT, INC.



 





VOLKSWAGEN AUTO LEASE TRUST 2010-A



 





          The undersigned, duly authorized representatives of VW Credit, Inc. (“VCI”), as
Servicer, pursuant to the Transaction SUBI Supplement 2010-A to Servicing Agreement dated as of [           
], 2010 (as amended and supplemented, or otherwise modified and in effect from time to
time, the “Transaction SUBI Servicing Supplement”), by and among VW CREDIT LEASING, LTD.,
VCI, as Servicer, and U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as
SUBI Trustee, do hereby certify that:





	 	1.	 	The undersigned are Authorized Officers of VCI.
	 
	 	2.	 	As of the end of VCI’s preceding fiscal year, with respect to the ERISA plans subject to
Title IV of ERISA maintained or sponsored by VCI or any of VCI’s ERISA Affiliates (i.e., any
member of VCI’s “controlled group,” within the meaning of Section 4001 of ERISA)
(collectively, the “Plans”):






(a) [Plan assets exceed the present value of accrued benefits][The present value of
the accrued benefits exceeds plan assets] under each of the Plans as of the close of
the most recent Plan year, as required to be reported in the financial statements
for such Plan filed with the most recent Form 5500 for such Plan (the “Most
Recent Plan Financial Statements”).




[Select from the following statements]




[(b) [Neither VCI nor any of its ERISA Affiliates (i) anticipates that the value of
the assets of any Plan it maintains would not be sufficient to cover any Funding
Target; or (ii) is contemplating benefit improvements with respect to any Plan then
maintained by any such entity or the establishment of any new Plan, either of which
would cause any such entity to maintain a Plan with a Funding Target in excess of
plan assets. The term “Funding Target” has the meaning set forth in section 430(d)
of the Internal Revenue Code.][Describe any failure of the certifications in clauses
(i) and (ii) to be true.]



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[(c) If all of the Plans (other than a multiemployer Plan) were terminated
(disregarding any Plans with surpluses), the unfunded liabilities at such date with
respect to such Plans, their participants or beneficiaries, and the PBGC, would not
have exceeded [5%] of the consolidated net worth of Volkswagen AG or [25%] of the
consolidated net worth of Volkswagen Group of America, Inc. at such date.]




[(d) If VCI or any of VCI’s ERISA Affiliates withdrew or were to have withdrawn from
all multiemployer Plans at such date, the aggregate withdrawal liability would not
have exceeded 5% of the consolidated net worth of Volkswagen AG or 25% of the
consolidated net worth of Volkswagen Group of America, Inc. at such date.]




[(e) There are no unpaid minimum required contributions with respect to any Plan as
disclosed on the Most Recent Plan Financial Statements.]




[(f) [Describe any facts that would cause the statements in clauses (b), (c), (d),
or (e) to be incorrect.]


[Select one of the following options]




     [3. As of the end of VCI’s preceding fiscal year, VCI (or its Affiliate) (a) has filed all
required Texas Margin Tax combined group reports, as required under Section 171.1014 of the Texas
Tax Code, by or for the “Combined Group,” as defined in Section 171.0001 of the Texas Tax Code, (b)
the amount of all Texas Margin Tax shown due on such reports was $[                           ] and
(c) VCI (or its Affiliate) has paid any and all Texas Margin Tax shown due on such reports.



     [3. As of the end of VCI’s preceding fiscal year, VCI and its Affiliates were not required to
file any Texas Margin Tax combined group reports, as required under Section 171.1014 of the Texas
Tax Code, by or for the “Combined Group,” as defined in Section 171.0001 of the Texas Tax Code, and
no Texas Margin Tax was due.]



          Capitalized terms used but not defined herein are used as defined in the Transaction SUBI
Servicing Supplement.




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          IN WITNESS WHEREOF, each of the undersigned has duly executed this Certificate this ____ day
of _________.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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B-3