exv4w1






Exhibit 4.1




VOLKSWAGEN AUTO LEASE TRUST 2010-A




0.29907% Auto Lease Asset Backed Notes, Class A-1




0.77% Auto Lease Asset Backed Notes, Class A-2



0.99% Auto Lease Asset Backed Notes, Class A-3



1.18% Auto Lease Asset Backed Notes, Class A-4



DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee,



and



VOLKSWAGEN AUTO LEASE TRUST 2010-A,

as Issuer



INDENTURE




Dated as of November 4, 2010















 








TRUST INDENTURE ACT CROSS-REFERENCE CHART

(this chart is not a part of this Indenture)



	 	 	 
	TIA Section	 	Indenture Reference
	310(a)(1) 
	 	6.8, 6.11
	310(a)(2) 
	 	6.8, 6.11
	310(a)(3) 
	 	6.10(b)
	310(a)(4) 
	 	Not applicable
	310(a)(5) 
	 	6.11
	310(b) 
	 	6.11
	310(c) 
	 	Not applicable
	311(a) 
	 	6.15
	311(b) 
	 	6.15
	311(c) 
	 	Not applicable
	312(a) 
	 	7.1, 7.2(a)
	312(b) 
	 	7.2(b)
	312(c) 
	 	7.2(c)
	313(a) 
	 	7.3
	313(b) 
	 	7.3
	313(c) 
	 	7.3
	313(d) 
	 	7.3
	314(a) 
	 	3.9
	314(b) 
	 	3.6
	314(c)(1) 
	 	11.1(a)
	314(c)(2) 
	 	11.1(a)
	314(c)(3) 
	 	11.1(a)
	314(d) 
	 	11.1(b)
	314(e) 
	 	11.1(a)
	315(a) 
	 	6.1(b)
	315(b) 
	 	6.5
	315(c) 
	 	6.1(a)
	315(d) 
	 	6.1(c)
	315(d)(1) 
	 	6.1(b), 6.1(c)(i)
	315(d)(2) 
	 	6.1(c)(ii)
	315(d)(3) 
	 	6.1(c)(iii)
	315(e) 
	 	5.13
	316(a)(1)(A) 
	 	5.11
	316(a)(1)(B) 
	 	5.12
	316(a)(2) 
	 	Not Applicable
	316(b) 
	 	5.7
	316(c) 
	 	5.6(b)
	317(a)(1) 
	 	5.3(a), 5.3(b)
	317(a)(2) 
	 	5.3(d)
	317(b) 
	 	3.3
	318(a) 
	 	11.17






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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	2	 
	Section 1.1 Definitions
	 	 	2	 
	Section 1.2 Incorporation by Reference of Trust Indenture Act
	 	 	2	 
	Section 1.3 Interpretive Provisions
	 	 	2	 
	ARTICLE II THE NOTES
	 	 	3	 
	Section 2.1 Form
	 	 	3	 
	Section 2.2 Execution, Authentication and Delivery
	 	 	3	 
	Section 2.3 Temporary Notes
	 	 	4	 
	Section 2.4 Registration; Registration of Transfer and Exchange
	 	 	4	 
	Section 2.5 Mutilated, Destroyed, Lost or Stolen Notes
	 	 	5	 
	Section 2.6 Persons Deemed Owners
	 	 	6	 
	Section 2.7 Payment of Principal and Interest; Defaulted Interest
	 	 	6	 
	Section 2.8 Cancellation
	 	 	7	 
	Section 2.9 Release of Collateral
	 	 	7	 
	Section 2.10 Book-Entry Notes
	 	 	8	 
	Section 2.11 Notices to Clearing Agency
	 	 	8	 
	Section 2.12 Definitive Notes
	 	 	9	 
	Section 2.13 Authenticating Agents
	 	 	9	 
	Section 2.14 Tax Treatment
	 	 	10	 
	ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	10	 
	Section 3.1 Payment of Principal and Interest
	 	 	10	 
	Section 3.2 Maintenance of Office or Agency
	 	 	10	 
	Section 3.3 Money for Payments to be Held in Trust
	 	 	10	 
	Section 3.4 Existence
	 	 	12	 
	Section 3.5 Protection of Collateral
	 	 	12	 
	Section 3.6 Opinions as to Collateral
	 	 	13	 
	Section 3.7 Performance of Obligations; Administration of the Transaction SUBI
Assets
	 	 	13	 
	Section 3.8 Negative Covenants
	 	 	14	 
	Section 3.9 Annual Compliance Statement
	 	 	14	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 3.10 Restrictions on Certain Other Activities
	 	 	15	 
	Section 3.11 Notice of Indenture Defaults
	 	 	16	 
	Section 3.12 Further Instruments and Acts
	 	 	16	 
	Section 3.13 Delivery of Transaction SUBI Certificate
	 	 	16	 
	Section 3.14 Compliance with Laws
	 	 	16	 
	Section 3.15 Perfection Representations
	 	 	16	 
	Section 3.16 Exchange Act Filings
	 	 	16	 
	ARTICLE IV SATISFACTION AND DISCHARGE
	 	 	17	 
	Section 4.1 Satisfaction and Discharge of Indenture
	 	 	17	 
	Section 4.2 Application of Trust Money
	 	 	17	 
	Section 4.3 Repayment of Monies Held by Paying Agent
	 	 	18	 
	ARTICLE V INDENTURE DEFAULT
	 	 	18	 
	Section 5.1 Indenture Defaults
	 	 	18	 
	Section 5.2 Acceleration of Maturity; Waiver of Indenture Default
	 	 	19	 
	Section 5.3 Collection of Indebtedness and Suits for Enforcement
by Indenture Trustee
	 	 	20	 
	Section 5.4 Remedies; Priorities
	 	 	22	 
	Section 5.5 Optional Preservation of the Transaction SUBI Assets
	 	 	24	 
	Section 5.6 Limitation of Suits
	 	 	24	 
	Section 5.7 Unconditional Rights of Noteholders to Receive
Principal and Interest
	 	 	25	 
	Section 5.8 Restoration of Rights and Remedies
	 	 	25	 
	Section 5.9 Rights and Remedies Cumulative
	 	 	25	 
	Section 5.10 Delay or Omission Not a Waiver
	 	 	26	 
	Section 5.11 Control by Noteholders
	 	 	26	 
	Section 5.12 Waiver of Past Defaults
	 	 	26	 
	Section 5.13 Undertaking for Costs
	 	 	27	 
	Section 5.14 Waiver of Stay or Extension Laws
	 	 	27	 
	Section 5.15 Action on Notes
	 	 	27	 
	Section 5.16 Performance and Enforcement of Certain Obligations
	 	 	27	 
	Section 5.17 Sale of Collateral
	 	 	28	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE VI THE INDENTURE TRUSTEE
	 	 	28	 
	Section 6.1 Duties of Indenture Trustee
	 	 	28	 
	Section 6.2 Rights of Indenture Trustee
	 	 	30	 
	Section 6.3 Individual Rights of Indenture Trustee
	 	 	31	 
	Section 6.4 Indenture Trustee’s Disclaimer
	 	 	31	 
	Section 6.5 Notice of Defaults
	 	 	31	 
	Section 6.6 Reports by Indenture Trustee to Noteholders
	 	 	31	 
	Section 6.7 Compensation and Indemnity
	 	 	32	 
	Section 6.8 Removal, Resignation and Replacement of Indenture Trustee
	 	 	32	 
	Section 6.9 Successor Indenture Trustee by Merger
	 	 	34	 
	Section 6.10 Appointment of Co-Trustee or Separate Trustee
	 	 	34	 
	Section 6.11 Eligibility; Disqualification
	 	 	35	 
	Section 6.12 Trustee as Holder of Transaction SUBI Certificate
	 	 	35	 
	Section 6.13 Representations and Warranties of Indenture Trustee
	 	 	36	 
	Section 6.14 Furnishing of Documents
	 	 	36	 
	Section 6.15 Preferential Collection of Claims Against the Issuer
	 	 	36	 
	ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS
	 	 	36	 
	Section 7.1 Issuer to Furnish Indenture Trustee Noteholder Names and Addresses
	 	 	36	 
	Section 7.2 Preservation of Information; Communications to Noteholders
	 	 	36	 
	Section 7.3 Reports by Indenture Trustee
	 	 	37	 
	ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES
	 	 	37	 
	Section 8.1 Collection of Money
	 	 	37	 
	Section 8.2 Accounts
	 	 	37	 
	Section 8.3 Servicer Certificate
	 	 	38	 
	Section 8.4 Disbursement of Funds
	 	 	40	 
	Section 8.5 General Provisions Regarding Accounts
	 	 	42	 
	Section 8.6 Release of Collateral
	 	 	43	 
	ARTICLE IX SUPPLEMENTAL INDENTURES
	 	 	44	 
	Section 9.1 Supplemental Indentures Without Consent of Noteholders
	 	 	44	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 9.2 Supplemental Indentures with Consent of Noteholders
	 	 	45	 
	Section 9.3 Execution of Supplemental Indentures
	 	 	45	 
	Section 9.4 Effect of Supplemental Indenture
	 	 	46	 
	Section 9.5 Reference in Notes to Supplemental Indentures
	 	 	46	 
	ARTICLE X REDEMPTION OF NOTES
	 	 	46	 
	Section 10.1 Redemption
	 	 	46	 
	Section 10.2 Form of Redemption Notice
	 	 	47	 
	Section 10.3 Notes Payable on Redemption Date
	 	 	47	 
	ARTICLE XI MISCELLANEOUS
	 	 	48	 
	Section 11.1 Compliance Certificates and Opinions
	 	 	48	 
	Section 11.2 Form of Documents Delivered to the Indenture Trustee
	 	 	49	 
	Section 11.3 Acts of Noteholders
	 	 	50	 
	Section 11.4 Notices
	 	 	51	 
	Section 11.5 Notices to Noteholders; Waiver
	 	 	51	 
	Section 11.6 Effect of Headings and Table of Contents
	 	 	51	 
	Section 11.7 Successors and Assigns
	 	 	51	 
	Section 11.8 Severability
	 	 	51	 
	Section 11.9 Benefits of Indenture
	 	 	52	 
	Section 11.10 Legal Holidays
	 	 	52	 
	Section 11.11 Governing Law
	 	 	52	 
	Section 11.12 Counterparts
	 	 	52	 
	Section 11.13 Recording of Indenture
	 	 	52	 
	Section 11.14 Trust Obligation; No Recourse
	 	 	52	 
	Section 11.15 No Petition
	 	 	53	 
	Section 11.16 Limitation of Liability of Owner Trustee
	 	 	53	 
	Section 11.17 TIA Incorporation and Conflicts
	 	 	53	 
	Section 11.18 Intent
	 	 	53	 
	Section 11.19 Each SUBI Separate; Assignees of SUBI
	 	 	53	 
	Section 11.20 Submission to Jurisdiction; Waiver of Jury Trial
	 	 	54	 
	Section 11.21 Subordination of Claims
	 	 	55	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 11.22 Information Requests
	 	 	55	 
	Section 11.23 Regulation AB Information to be Provided by the Indenture Trustee
	 	 	55	 
	Section 11.24 Form 8-K Filings
	 	 	56	 
	Section 11.25 [Reserved]
	 	 	56	 
	Section 11.26 Waiver of Special, Indirect and Consequential Damages
	 	 	57	 
	Section 11.27 Compliance with Applicable Anti-Terrorism and Anti-Money Laundering
Regulations
	 	 	57	 
	 
	 	 	 	 
	SCHEDULE I    PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE II   NOTICE ADDRESSEES
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT A        FORM OF NOTE
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT B        SERVICING CRITERIA TO BE ADDRESSED IN INDENTURE TRUSTEE’S
ASSESSMENT OF COMPLIANCE
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT C        FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION
	 	 	 	 
	 
	 	 	 	 
	APPENDIX A    DEFINITIONS
	 	 	 	 







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     THIS INDENTURE, dated as of November 4, 2010, (as amended, modified or supplemented from
time to time, this “Indenture”) is between VOLKSWAGEN AUTO LEASE TRUST 2010-A, a Delaware
statutory trust (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York
banking corporation, as trustee (the “Indenture Trustee”).



     Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of the Issuer’s 0.29907% Auto Lease Asset Backed Notes, Class A-1 (the
“Class A-1 Notes”), 0.77% Auto Lease Asset Backed Notes, Class A-2 (the “Class A-2
Notes”), 0.99% Auto Lease Asset Backed Notes, Class A-3 (the “Class A-3 Notes”)
and1.18% Auto Lease Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and, together
with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”).



GRANTING CLAUSE




     The Issuer, to secure the payment of principal of and interest on, and any other amounts owing
in respect of, the Notes equally and ratably without prejudice, priority or distinction except as
set forth herein, and to secure compliance with the provisions of this Indenture, hereby Grants in
trust to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders,
all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to
(i) the Trust Estate and (ii) all present and future claims, demands, causes and choses in action
in respect of any or all of the Trust Estate and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the Trust Estate, including all proceeds of
the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of
obligations and receivables, instruments, securities, financial assets and other property that at
any time constitute all or part of or are included in the proceeds of any of the Trust Estate
(collectively, the “Collateral”).



     The Indenture Trustee, on behalf of the Noteholders, acknowledges the foregoing Grant, accepts
the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to
perform its duties required in this Indenture.



     Without limiting the foregoing Grant, any Unit the beneficial interest in which was
reallocated from the Transaction SUBI Portfolio to the UTI Portfolio pursuant to Section
2.3 of the SUBI Sale Agreement or Section 7.12 of the Transaction SUBI Servicing
Supplement shall be deemed to be automatically released from the lien of this Indenture without any
action being taken by the Indenture Trustee upon payment by VCI of the related Securitization Value
for such Unit.



     Notwithstanding any statement to the contrary contained in any Transaction Document, neither
the Indenture Trustee nor any of the Noteholders shall have any security interest in any funds held
by the Qualified Intermediary or in any Qualified Intermediary Account which represent Sales
Proceeds with respect to any of the Transaction Vehicles relating to the Transaction Units, and
such funds shall not constitute Collateral; provided, however, that Sales Proceeds from the sale of
any Transaction Vehicle received after the exercise of remedies with respect to an Indenture
Default pursuant to Article V shall not be deposited with the Qualified



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Intermediary or into any Qualified Intermediary Account, and nothing contained herein shall
limit any right of the Indenture Trustee or any Noteholder with respect to Sales Proceeds received
after such exercise of remedies. It is the intention of the parties hereto that the preceding
sentence shall satisfy the requirements of Treasury Regulation Section 1.1031(k)-1(g)(4), which
requires that the Issuer, the Transferor and their respective Affiliates not have the right to
receive, pledge, borrow or otherwise obtain the benefits of money or other property held by the
Qualified Intermediary.




ARTICLE I




DEFINITIONS



     Section 1.1 Definitions. Capitalized terms used herein that are not otherwise defined
herein shall have the meanings ascribed thereto in Appendix A hereto.



     Section 1.2 Incorporation by Reference of Trust Indenture Act. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have the following
meanings:



     “Commission” means the Securities and Exchange Commission.



     “indenture securities” means the Notes.



     “indenture security holder” means a Noteholder.



     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Indenture Trustee.



     “obligor” on the indenture securities means the Issuer and any other obligor on the
indenture securities.



     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rule have the meaning assigned to them by
such definitions.



     Section 1.3 Interpretive Provisions.



     (a) For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires, (i) terms used in this Indenture include, as appropriate, all genders
and the plural as well as the singular, (ii) references to words such as “herein”, “hereof” and the
like shall refer to this Indenture as a whole and not to any particular part, Article or Section
within this Indenture, (iii) the term “include” and all variations thereof shall mean include
without limitation, (iv) the term “proceeds” shall have the meaning set forth in the applicable
UCC, (v) except as otherwise expressly provided herein, references to any law or regulation refer
to that law or regulation as amended from time to time and include any successor law or regulation
and (vi) references to any Person include that Person’s successors and assigns.



-2-









 





     (b) As used in this Indenture and in any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms not defined in this Indenture or in any such
certificate or other document, and accounting terms partly defined in this Indenture or in any such
certificate or other document to the extent not defined, shall have the respective meanings given
to them under GAAP. To the extent that the definitions of accounting terms in this Indenture or in
any such certificate or other document are inconsistent with the meanings of such terms under GAAP,
the definitions contained in this Indenture or in any such certificate or other document shall
control.



ARTICLE II




THE NOTES



     Section 2.1 Form. The Notes, together with the Indenture Trustee’s certificate of
authentication, shall be in substantially the form set forth in Exhibit A hereto, with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may, consistently herewith, be determined by the officers
executing such Notes, as evidenced by their execution of such Notes. Any portion of the text of
any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face
of such Note.



     The terms of the Notes set forth in Exhibit A hereto are part of the terms of this
Indenture.



     Section 2.2 Execution, Authentication and Delivery. The Notes shall be executed by
the Owner Trustee on behalf of the Issuer by any of its Authorized Officers. The signature of any
Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing
the manual or facsimile signature of individuals who were at any time Authorized Officers of the
Owner Trustee shall bind the Issuer, notwithstanding that any such individuals have ceased to hold
such offices prior to the authentication and delivery of such Notes or did not hold such offices at
the date of such Notes.



     The Indenture Trustee shall, upon Issuer Order, authenticate and deliver for original issue
the following aggregate principal amounts of the Notes: (i) $210,000,000 of Class A-1 Notes, (ii)
$344,000,000 of Class A-2 Notes, (iii) $347,000,000 of Class A-3 Notes and (iv) $99,000,000 of
Class A-4 Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3
Notes and Class A-4 Notes outstanding at any time may not exceed such respective amounts, except as
provided in Section 2.5.



     Each Note shall be dated the date of its authentication. The Notes shall be issuable as
registered notes in book-entry form in minimum denominations of $100,000 and in integral multiples
of $1,000 in excess thereof; provided, however, that on the Closing Date, one Class A-1 Note, one
Class A-2 Note, one Class A-3 Note and one Class A-4 Note may be issued in a denomination other
than an integral multiple of $1,000 that includes any remaining portion of the Initial Class A-1
Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance and the
Initial Class A-4 Note Balance, respectively.



-3-









 





     No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Note a certificate of authentication substantially in the
form provided for herein executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the
only evidence, that such Note has been duly authenticated and delivered hereunder.



     Section 2.3 Temporary Notes. Pending the preparation of Definitive Notes, the Issuer
may execute and upon receipt of an Issuer Order, the Indenture Trustee shall authenticate and
deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise
produced, substantially of the tenor of the Definitive Notes in lieu of which they are issued and
with such variations not inconsistent with the terms of this Indenture as the officers executing
such Notes may determine, as evidenced by their execution of such Notes.



     If temporary Notes are issued, the Issuer shall cause Definitive Notes to be prepared without
unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of such temporary Notes at the office or agency of
the Issuer to be maintained as provided in Section 3.2, without charge to the related
Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver in exchange therefor, a like
principal amount of Definitive Notes of authorized denominations. Until so exchanged, such
temporary Notes shall in all respects be entitled to the same benefits under this Indenture as
Definitive Notes.



     Section 2.4 Registration; Registration of Transfer and Exchange. The Issuer shall
cause to be kept a register (the “Note Register”) in which, subject to such reasonable
regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the
registration of transfers of Notes. The Indenture Trustee is hereby appointed the “Note
Registrar” for the purpose of registering Notes and transfers of Notes as herein provided.
Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it
elects not to make such an appointment, assume the duties of Note Registrar.



     If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the
Issuer shall give the Indenture Trustee prompt written notice of such appointment and the location,
and any change in such location, of the Note Register, and the Indenture Trustee shall have the
right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the
Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note
Registrar by an Authorized Officer of the Note Registrar as to the names and addresses of the
Noteholders and the principal amounts and number of such Notes.



     Upon surrender for registration of transfer of any Note at the office or agency of the Issuer
to be maintained as provided in Section 3.2, if the requirements of Section 8-401 of the
UCC are met, the Issuer shall execute and the Indenture Trustee shall authenticate and the related
Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee, one
or more new Notes in any authorized denominations, of the same Class and a like aggregate
outstanding principal amount.



-4-









 





     At the option of the related Noteholder, Notes may be exchanged for other Notes in any
authorized denominations, of the same Class and a like aggregate outstanding principal amount, upon
surrender of such Notes at such office or agency. Whenever any Notes are so surrendered for
exchange, if the requirements of Section 8-401 of the UCC are met, the Issuer shall execute, the
Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee the
Notes that the Noteholder making such exchange is entitled to receive.



     Every Note presented or surrendered for registration of transfer or exchange shall (if so
required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee,
duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing.



     All Notes issued upon any registration of transfer or exchange of Notes shall be the valid
obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this
Indenture as the Notes surrendered upon such registration of transfer or exchange.



     No service charge shall be made to a Noteholder for any registration of transfer or exchange
of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith, other than exchanges pursuant to
Sections 2.3 or 9.5 not involving any transfer.



     Each purchaser or transferee of a Note, by its acceptance of that Note, will be deemed to have
represented that (a) it is not acquiring the Note (or any interest therein) with the assets of, any
“employee benefit plan” as defined in Section 3(3) of ERISA which is subject to Title I of ERISA, a
“plan” as defined in and subject to Section 4975 of the Code, an entity whose underlying assets
include “plan assets” of the foregoing or any other employee benefit plan or arrangement that is
subject to a law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code;
or (b)(i) the Notes are rated at least “BBB-” or its equivalent by a nationally recognized
statistical rating agency at the time of purchase or transfer and (ii) its acquisition, holding and
disposition of such Note will not give rise to a nonexempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code (or, a nonexempt violation of any similar applicable law).



     The preceding provisions of this Section notwithstanding, the Issuer shall not be required to
make, and the Note Registrar need not register, transfers or exchanges of any Note (i) selected for
redemption or (ii) for a period of 15 days preceding the due date for any payment with respect to
such Note.



     Section 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is
surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the
Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the
Indenture Trustee that such Note has been acquired by a “protected purchaser” (as contemplated by
Article 8 of the UCC), and provided that the requirements of Section 8-405 of the UCC are met, the
Issuer shall execute and, upon Issuer Request, the Indenture Trustee shall authenticate and



-5-









 




deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note; provided, however, that if any such destroyed, lost or stolen Note (but not a
mutilated Note) shall have become or within seven days shall become due and payable, or shall have
been called for redemption, instead of issuing a replacement Note, the Issuer may upon delivery of
the security or indemnity herein required pay such destroyed, lost or stolen Note when so due or
payable or upon the Redemption Date without the surrender thereof. If, after the delivery of such
replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the
preceding sentence, a “protected purchaser” (as contemplated by Article 8 of the UCC) of the
original Note in lieu of which such replacement Note was issued presents for payment such original
Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or
such payment) from the Person to whom it was delivered or any Person taking such replacement Note
from such Person to whom such replacement Note was delivered or any assignee of such Person, except
a “protected purchaser” (as contemplated by Article 8 of the UCC), and shall be entitled to recover
upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Indenture Trustee in connection therewith.




     Upon the issuance of any replacement Note under this Section, the Issuer or the Indenture
Trustee may require the payment by the related Noteholder of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other reasonable expenses
(including the fees and expenses of the Indenture Trustee or the Note Registrar) connected
therewith.



     Every replacement Note issued pursuant to this Section in replacement of any mutilated,
destroyed, lost or stolen Note shall constitute an original additional contractual obligation of
the Issuer, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Notes duly issued hereunder.



     The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Notes.



     Section 2.6 Persons Deemed Owners. Prior to due presentment for registration of
transfer of any Note, the Issuer, the Indenture Trustee and their respective agents may treat the
Person in whose name any Note is registered (as of the date of determination) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any, on such Note and
for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the
Indenture Trustee nor any of their respective agents shall be affected by notice to the contrary.



     Section 2.7 Payment of Principal and Interest; Defaulted Interest. (a) Each Note
shall accrue interest at its respective Interest Rate, and such interest shall be payable on each
Payment Date as specified therein, subject to Sections 3.1 and 8.1. Any installment
of interest or principal, if any, payable on any Note which is punctually paid or duly provided for
by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note
(or one or more Predecessor Notes) is registered on the Record Date, by check mailed first-class,
postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date,
except



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that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect
to Notes registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately
available funds to the account designated by such nominee and except for the final installment of
principal payable with respect to such Note on a Payment Date or on the Final Scheduled Payment
Date for such Class (and except for the Redemption Price for any Note called for redemption
pursuant to Section 10.1) which shall be payable as provided below. The funds represented
by any such checks returned undelivered shall be held in accordance with Section 3.3.




     (b) The principal of each Note shall be payable in installments on each Payment Date as
provided in Section 8.4. Notwithstanding the foregoing, the entire unpaid Note Balance and
all accrued interest thereon shall be due and payable, if not previously paid, on the earlier of
(i) the date on which an Indenture Default shall have occurred and be continuing, if the Indenture
Trustee or the Holders of a majority of the Outstanding Note Amount, have declared the Notes to be
immediately due and payable in the manner provided in Section 5.2, (ii) with respect to any
Class of Notes, on the Final Scheduled Payment Date for that Class and (iii) the Redemption Date.
All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such
Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is
registered at the close of business on the Record Date preceding the Payment Date on which
Indenture Trustee expects that the final installment of principal of and interest on such Note will
be paid. Such notice shall be transmitted prior to such final Payment Date and shall specify that
such final installment will be payable only upon presentation and surrender of such Note and shall
specify the place where such Note may be presented and surrendered for payment of such installment.
Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in
Section 10.2.



     (c) If the Issuer defaults on a payment of interest on any Class of Notes, the Issuer shall
pay defaulted interest (plus interest on such defaulted interest to the extent lawful at the
applicable Interest Rate for such Class of Notes), which shall be due and payable on the Payment
Date following such default. The Issuer shall pay such defaulted interest to the Persons who are
Noteholders on the Record Date for such following Payment Date.



     Section 2.8 Cancellation. All Notes surrendered for payment, registration of
transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture
Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture
Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder that the Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No
Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or
disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy
as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed
or returned to it; provided, that such Issuer Order is timely and that such Notes have not been
previously disposed of by the Indenture Trustee.



     Section 2.9 Release of Collateral. Subject to Section 11.1 and the terms of
those Transaction Documents to which the Indenture Trustee is a party, the Indenture Trustee shall



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release property from the lien of this Indenture only upon receipt of an Issuer Request.
Notwithstanding the foregoing, any Unit the beneficial interest in which was reallocated from the
Transaction SUBI Portfolio to the UTI Portfolio pursuant to Section 2.3 of the SUBI Sale
Agreement or Section 7.12 of the Transaction SUBI Servicing Supplement shall be deemed to
be automatically released from the lien of this Indenture without any action being taken by the
Indenture Trustee upon payment by VCI of the related Securitization Value for such Unit.




     Section 2.10 Book-Entry Notes. Unless otherwise specified herein, the Notes, upon
original issuance, will be issued in the form of one or more typewritten Notes representing the
Book-Entry Notes, to be delivered to the Indenture Trustee, as agent for DTC, the initial Clearing
Agency, by, or on behalf of, the Issuer. One fully registered Note shall be issued with respect to
each $500 million in principal amount of each Class of Notes or any such lesser amount as
necessary. Such Notes shall initially be registered on the Note Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note
representing such Note Owner’s interest in such Note except as provided in Section 2.12.
Unless and until Definitive Notes have been issued to Note Owners pursuant to Section 2.12:



     (a) the provisions of this Section shall be in full force and effect;



     (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing
Agency for all purposes of this Indenture (including the payment of principal of and interest on
the Notes and the giving of instructions or directions hereunder) as the sole Noteholder, and
shall have no obligation to Note Owners;



     (c) to the extent that the provisions of this Section conflict with any other provisions of
this Indenture, the provisions of this Section shall control;



     (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between or among such Note Owners and the
Clearing Agency or Clearing Agency Participants; pursuant to the Depository Agreement, unless and
until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency
will make book-entry transfers among the Clearing Agency Participants and receive and transmit
payments of principal of and interest on the Notes to such Clearing Agency Participants; and



     (e) whenever this Indenture requires or permits actions to be taken based upon instructions or
directions of Noteholders evidencing a specified percentage of the Outstanding Note Amount, the
Clearing Agency shall be deemed to represent such percentage only to the extent that it has
received instructions to such effect from Note Owners or Clearing Agency Participants owning or
representing, respectively, such required percentage of the beneficial interest in the Notes and
has delivered such instructions to the Indenture Trustee.



     Section 2.11 Notices to Clearing Agency. Whenever a notice or other communication to
Noteholders is required under this Indenture, unless and until Definitive Notes shall have been
issued to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such
notices and communications specified herein to be given to Noteholders to the Clearing Agency, and
shall have no obligation to the Note Owners.



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     Section 2.12 Definitive Notes. If (i) (A) the Administrator advises the Indenture
Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its
responsibilities as described in the Depository Agreement and (B) the Indenture Trustee or the
Administrator is unable to locate a qualified successor, (ii) the Administrator at its option
advises the Indenture Trustee in writing that it elects to terminate the book-entry system through
the Clearing Agency or (iii) after an Indenture Default, Note Owners representing in the aggregate
not less than a majority of the Outstanding Note Amount, voting together as a single Class, advise
the Indenture Trustee through the Clearing Agency and its Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency or its successor is no
longer in the best interest of Note Owners, the Indenture Trustee shall be required to notify all
Note Owners, through the Clearing Agency, of the occurrence of such event and the availability
through the Clearing Agency of Definitive Notes to Note Owners requesting the same. Upon surrender
to the Indenture Trustee by the Clearing Agency of the Note or Notes representing the Book-Entry
Notes and the receipt of instructions for re-registration, the Indenture Trustee shall issue
Definitive Notes to Note Owners, who thereupon shall become Noteholders for all purposes of this
Indenture. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions.



     The Indenture Trustee shall not be liable if the Indenture Trustee or the Administrator is
unable to locate a qualified successor Clearing Agency. The Definitive Notes shall be typewritten,
printed, lithographed or engraved or produced by any combination of such methods (with or without
steel engraved borders), all as determined by the officers executing such Notes, as evidenced by
their execution of such Notes.



     If Definitive Notes are issued and the Indenture Trustee is not the Note Registrar, the Issuer
shall furnish or cause to be furnished to the Indenture Trustee a list of the names and addresses
of the Noteholders (i) as of each Record Date, within five days thereafter and (ii) as of not more
than ten days prior to the time such list is furnished, within 30 days after receipt by the Issuer
of a written request therefor.



     Section 2.13 Authenticating Agents. Upon the request of the Issuer, the Indenture
Trustee shall, and if the Indenture Trustee so chooses the Indenture Trustee may, appoint one or
more Authenticating Agents with power to act on its behalf and subject to its direction in the
authentication of Notes in connection with issuance, transfers and exchanges under Sections
2.2, 2.3, 2.4, 2.5 and 9.5, as fully to all intents and
purposes as though each such Authenticating Agent had been expressly authorized by such Sections to
authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an
Authenticating Agent pursuant to this Section shall be deemed to be the authentication of Notes by
the Indenture Trustee. The Indenture Trustee shall be the Authenticating Agent in the absence of
any appointment thereof.



     Any corporation into which any Authenticating Agent may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, consolidation or conversion
to which any Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of any Authenticating Agent, shall be the
successor of such Authenticating Agent hereunder, without the execution or filing of any further
act on the part of the parties hereto or such Authenticating Agent or such successor corporation.



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     Any Authenticating Agent may at any time resign by giving written notice of resignation to the
Indenture Trustee and the Issuer. The Indenture Trustee may at any time terminate the agency of
any Authenticating Agent by giving written notice of termination to such Authenticating Agent and
the Issuer. Upon receiving such notice of resignation or upon such termination, the Indenture
Trustee shall promptly appoint a successor Authenticating Agent and shall give written notice of
any such appointment to the Issuer. The provisions of Sections 2.8 and 6.4 shall
be applicable to any Authenticating Agent.



     Section 2.14 Tax Treatment. The Issuer has entered into this Indenture, and the Notes
shall be issued, with the intention that, solely for federal, state and local income, franchise
and/or value added tax purposes, the Notes shall qualify as indebtedness secured by the Collateral.
The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and
each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat
the Notes for federal, state and local income, franchise and/or value added tax purposes as
indebtedness.



ARTICLE III




REPRESENTATIONS, WARRANTIES AND COVENANTS



     Section 3.1 Payment of Principal and Interest. The Issuer shall duly and punctually
pay the principal of and interest on the Notes in accordance with the terms of the Notes and this
Indenture. Amounts properly withheld under the Code by any Person from a payment to any Noteholder
of interest and/or principal shall be considered to have been paid by the Issuer to such Noteholder
for all purposes of this Indenture. The final interest payment on each Class of Notes is due on
the earlier of (a) the Payment Date (including any Redemption Date) on which the principal amount
of that Class of Notes is reduced to zero or (b) the applicable Final Scheduled Payment Date for
that Class of Notes.



     Section 3.2 Maintenance of Office or Agency. As long as any of the Notes remain
outstanding, the Issuer shall maintain at the Corporate Trust Office or at such other location in
the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered
for registration of transfer or exchange, and where notices to and demands upon the Issuer in
respect of the Notes and this Indenture may be served. The Issuer hereby appoints the Indenture
Trustee as its agent to receive all such surrenders, notices and demands. The Issuer shall give
prompt written notice to the Indenture Trustee of the location, and of any change in the location,
of any such office or agency. If at any time the Issuer shall fail to maintain any such office or
agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby
appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.



     Section 3.3 Money for Payments to be Held in Trust. As provided in Sections
8.4 and 5.4(b), all payments of amounts due and payable with respect to any Notes that
are to be made from amounts withdrawn from the Accounts shall be made on behalf of the Issuer by
the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn therefrom for
payments on Notes shall be paid over to the Issuer except as provided in this Section.



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     On or prior to each Payment Date and Redemption Date, the Issuer shall deposit or cause to be
deposited into the Collection Account an aggregate sum sufficient to pay the amounts then becoming
due under the Notes, and the Paying Agent shall hold such sum in trust for the benefit of the
Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall promptly
notify the Indenture Trustee of any failure by the Issuer to effect such deposit.



     The Issuer shall cause each Paying Agent other than the Indenture Trustee to execute and
deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the
Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees to the
extent relevant), subject to the provisions of this Section, that such Paying Agent shall:




     (i) hold all sums held by it for the payment of amounts due with respect to the Notes
in trust for the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and pay such sums to such Persons
as herein provided;




     (ii) give the Indenture Trustee written notice of any default by the Issuer (or any
other obligor upon the Notes) of which it has actual knowledge in the making of any payment
required to be made with respect to the Notes;




     (iii) at any time during the continuance of any such default, upon the written request
of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust
by such Paying Agent;




     (iv) promptly resign as a Paying Agent and forthwith pay to the Indenture Trustee all
sums held by it in trust for the payment of Notes if at any time it ceases to meet the
standards required to be met by a Paying Agent at the time of its appointment; and




     (v) comply with all requirements of the Code with respect to the withholding from any
payments made by it on any Notes of any applicable withholding taxes imposed thereon and
with respect to any applicable reporting requirements in connection therewith.



     The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the
Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which such sums were held by such Paying
Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall
be released from all further liability with respect to such money.



     Subject to applicable laws with respect to escheat of funds, any money held by the Indenture
Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and
remaining unclaimed for two years after such amount has become due and payable shall be discharged
from such trust and distributed by the Indenture Trustee to the Issuer and the related Noteholder
shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof,
and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money
shall thereupon cease; provided, however, that the Indenture Trustee



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or such Paying Agent, before being required to make any such payment, shall at the reasonable
expense of the Issuer cause to be published once, in an Authorized Newspaper, notice that such
money remains unclaimed and that, after a date specified therein, which date shall not be less than
30 days from the date of such publication, any unclaimed balance of such money then remaining shall
be paid to the Certificateholders. The Indenture Trustee shall also adopt and employ, at the
written direction of the Issuer and at the expense of the Issuer, any other reasonable means of
notification of such repayment (including mailing notice of such repayment to Noteholders the Notes
of which have been called but not surrendered for redemption or whose right to or interest in
monies due and payable but not claimed is determinable from the records of the Indenture Trustee or
any Paying Agent at the last address of record for each such Noteholder).




     Section 3.4 Existence. The Issuer shall keep in full effect its existence and rights
as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor
Issuer hereunder is or becomes, organized under the laws of any other State or of the United States
of America, in which case the Issuer shall keep in full effect its existence, rights and franchises
under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do
business in each jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument
or agreement included in the Trust Estate.



     Section 3.5 Protection of Collateral. The Issuer intends the security interest
Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders
to be prior to all other Liens in respect of the Collateral, and the Issuer shall take all actions
necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the
Noteholders, a first lien on and a first priority, perfected security interest in the Collateral.
The Issuer shall from time to time execute and deliver all such supplements and amendments hereto,
shall file or authorize the filing of all such financing statements, continuation statements,
instruments of further assurance and other instruments, all as prepared by the Administrator and
delivered to the Issuer, and shall take such other action necessary or advisable to:



     (a) Grant more effectively all or any portion of the Collateral;



     (b) maintain or preserve the lien and security interest (and the priority thereof) created by
this Indenture or carry out more effectively the purposes hereof;



     (c) perfect, publish notice of or protect the validity of any Grant made or to be made by this
Indenture;



     (d) enforce any of the Collateral;



     (e) preserve and defend title to the Collateral and the rights of the Indenture Trustee and
the Noteholders in the Collateral against the claims of all Persons; or



     (f) pay or cause to be paid all taxes or assessments levied or assessed upon the Collateral
when due.



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     The Issuer hereby designates the Indenture Trustee as its agent and attorney-in-fact and
hereby authorizes the Indenture Trustee to file all financing statements, continuation statements
or other instruments required to be executed (if any) pursuant to this Section. Notwithstanding
anything to the contrary contained herein (including the authorization to file granted in the
preceding sentence), the Indenture Trustee shall have no duty and shall not be responsible for
filing any financing or continuation statements or recording any documents or instruments in any
public office at any time or times or otherwise perfecting or maintaining the perfection of any
security interest.



     Section 3.6 Opinions as to Collateral.



     (a) On the Closing Date, the Issuer shall furnish or cause to be furnished to the Indenture
Trustee, an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all
financing statements and continuation statements have been duly filed that are necessary to create
and maintain the lien and security interest of the Indenture Trustee in the Collateral and reciting
the details of such action, or (ii) no such action is necessary to create and maintain such lien
and security interest.



     (b) Within 90 days after 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
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to the effect that, in the
opinion of such counsel, either (i) all financing statements and continuation statements have been
filed that are necessary to continue the lien and security interest of the Indenture Trustee in the
Collateral and reciting the details of such filings or referring to prior Opinions of Counsel in
which such details are given, or (ii) no such action is necessary to continue such lien and
security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording
and re-filing of this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and continuation statements that
will, in the opinion of such counsel, be required to maintain the lien and security interest of
this Indenture until March 30 in the following calendar year.



     Section 3.7 Performance of Obligations; Administration of the Transaction SUBI Assets.



     (a) The Issuer shall not take any action and shall use its reasonable efforts not to permit
any action to be taken by others, including the Administrator, that would release any Person from
any of such Person’s material covenants or obligations under any instrument or agreement included
in the Collateral or that would result in the amendment, hypothecation, subordination, termination
or discharge of, or impair the validity or effectiveness of, any such instrument or agreement,
except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the
Transaction Documents or such other instrument or agreement.



     (b) The Issuer may contract with other Persons to assist it in performing its duties under
this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee
in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer.
Initially, the Issuer has contracted with the Administrator, and the Administrator has agreed, to
assist the Issuer in performing its duties under this Indenture.



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     (c) The Issuer shall, and shall cause the Administrator and the Servicer to agree to,
punctually perform and observe all of its respective obligations and agreements contained in this
Indenture, the other Transaction Documents and the instruments and agreements included in the
Collateral, including filing or causing to be filed all UCC financing statements and continuation
statements required to be filed by the terms of this Indenture and the other Transaction Documents
in accordance with and within the time periods provided for herein and therein. Except as
otherwise expressly provided therein, the Issuer, as a party to the Transaction Documents and as
Holder of the Transaction SUBI Certificate, shall not amend any Transaction Document to which it is
a party or any provision thereof other than in accordance with the amendment provisions set forth
in such Transaction Document.



     Section 3.8 Negative Covenants. So long as any Notes are Outstanding, the Issuer
shall not:



     (a) engage in any activities other than financing, acquiring, owning, pledging and managing
the Transaction SUBI Certificate and the other Collateral as contemplated by this Indenture and
the other Transaction Documents;



     (b) except as expressly permitted herein or in the other Transaction Documents, sell,
transfer, exchange or otherwise dispose of any of the assets of the Issuer;



     (c) claim any credit on or make any deduction from the principal or interest payable in
respect of the Notes (other than amounts properly withheld from such payments under the Code or
applicable state law) or assert any claim against any present or former Noteholder by reason of the
payment of the taxes levied or assessed upon any part of the Trust Estate;



     (d) (i) permit the validity or effectiveness of this Indenture to be impaired, permit the lien
of this Indenture to be amended, hypothecated, subordinated, terminated or discharged or permit any
Person to be released from any covenants or obligations under this Indenture, except as may be
expressly permitted hereby, (ii) permit any Adverse Claim (other than Permitted Liens) to be
created on or extend to or otherwise arise upon or burden the Trust Estate, any part thereof or any
interest therein or the proceeds thereof or (iii) except as otherwise provided in the Transaction
Documents, permit the lien of this Indenture not to constitute a valid first priority (other than
with respect to any Permitted Lien) security interest in the Trust Estate;



     (e) incur, assume or guarantee any indebtedness other than indebtedness incurred in
accordance with the Transaction Documents;



     (f) except as otherwise permitted by the Transaction Documents, dissolve or liquidate in whole
or in part; or



     (g) merge or consolidate with any other Person.



     Section 3.9 Annual Compliance Statement.



     (a) The Issuer shall deliver to the Indenture Trustee and each Rating Agency, within 90 days
after the end of each fiscal year of the Issuer (or, if such day is not a Business Day, the next



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Business Day), beginning with the fiscal year ending December 31, 2010 an Officer’s
Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:





     (i) a review of the activities of the Issuer during such year (or since the Closing
Date, in the case of the first such Officer’s Certificate) and of its performance under this
Indenture has been made under such Authorized Officer’s supervision; and




     (ii) to the best of such Authorized Officer’s knowledge, based on such review, the
Issuer has complied with all conditions and covenants under this Indenture throughout such
year, or, if there has been a default in the compliance of any such condition or covenant,
specifying each such default known to such Authorized Officer and the nature and status
thereof.



     (b) The Issuer shall:




     (i) file with the Indenture Trustee, within 15 days after the Issuer is required (if
at all) to file the same with the Commission, copies of the annual reports and such other
information, documents and reports (or copies of such portions of any of the foregoing as
the Commission may from time to time by rules and regulations prescribe) as the Issuer may
be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
or such other reports required pursuant to TIA Section 314(a)(1);




     (ii) file with the Indenture Trustee and the Commission in accordance with rules and
regulations prescribed from time to time by the Commission such other information, documents
and reports with respect to compliance by the Issuer with the conditions and covenants of
this Indenture as may be required from time to time by such rules and regulations; and




     (iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by
mail to all Noteholders as required by TIA Section 313(c)) such summaries of any
information, documents and reports required to be filed by the Issuer pursuant to
clauses (i) and (ii) of this Section 3.9(b) as may be required
pursuant to rules and regulations prescribed from time to time by the Commission.



     (c) Delivery of such reports, information and documents to the Indenture Trustee is for
informational purposes only and the Indenture Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained
therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the
Indenture Trustee is entitled to rely exclusively on Officer’s Certificates).



     (d) The fiscal year of the Issuer shall end on December 31st.



     Section 3.10 Restrictions on Certain Other Activities. Except as otherwise provided
in the Transaction Documents, the Issuer shall not: (i) engage in any activities other than
financing, acquiring, owning, pledging and managing the Transaction SUBI Certificate and the other
Collateral in the manner contemplated by the Transaction Documents; (ii) issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any indebtedness other than the
Notes; (iii) make any loan, advance or credit to, guarantee (directly or indirectly or by



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an instrument having the effect of assuring another’s payment or performance on any obligation
or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly
or indirectly, in connection with the obligations, stocks or dividends of, own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities
of, or any other interest in, or make any capital contribution to, any other Person; or (iv) make
any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or
personalty).




     Section 3.11 Notice of Indenture Defaults. The Issuer shall promptly deliver to the
Indenture Trustee and each Rating Agency written notice in the form of an Officer’s Certificate of
any Indenture Default, its status and what action the Issuer is taking or proposes to take with
respect thereto.



     Section 3.12 Further Instruments and Acts. Upon request of the Indenture Trustee, the
Issuer shall execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purposes of this Indenture.



     Section 3.13 Delivery of Transaction SUBI Certificate. On the Closing Date, the
Issuer shall deliver or cause to be delivered to the Indenture Trustee as security for its
obligations hereunder, the Transaction SUBI Certificate. The Indenture Trustee shall take
possession of the Transaction SUBI Certificate in New York and shall at all times during the period
of this Indenture maintain custody of the Transaction SUBI Certificate in New York.



     Section 3.14 Compliance with Laws. The Issuer shall comply with the requirements of
all applicable laws, the non-compliance with which would, individually or in the aggregate,
materially and adversely affect the ability of the Issuer to perform its obligations under the
Notes, this Indenture or any other Transaction Document.



     Section 3.15 Perfection Representations.



     (a) The representations, warranties and covenants set forth in Schedule I hereto shall
be a part of this Indenture for all purposes.



     (b) Notwithstanding any other provision of this Indenture or any other Transaction Document,
the perfection representations contained in Schedule I hereto shall be continuing, and
remain in full force and effect until such time as all obligations under this Indenture have been
finally and fully paid and performed.



     (c) The parties to this Indenture: (i) shall not waive any of the perfection representations
contained in Schedule I hereto; and (ii) shall not waive a breach of any of the perfection
representations contained in Schedule I hereto.



     (d) The Issuer shall provide the Rating Agencies with prompt written notice of any breach of
perfection representations contained in Schedule I hereto.



     Section 3.16 Exchange Act Filings. The Issuer hereby authorizes the Servicer and the
Transferor, or either of them, to prepare, sign, certify and file any and all reports, statements
and



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information respecting the Issuer and/or the Notes required to be filed pursuant to the
Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder.




ARTICLE IV




SATISFACTION AND DISCHARGE



     Section 4.1 Satisfaction and Discharge of Indenture. This Indenture shall discharge
with respect to the Collateral securing the Notes except as to (a) rights of registration of
transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights
of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections
3.3, 3.4, 3.5, 3.8, 3.10, 3.11 and 3.13, (e)
the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of
the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under
Section 4.2) and (f) the rights of Noteholders as beneficiaries hereof with respect to the
property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture
Trustee, on demand and at the expense and on behalf of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when (i) either (A) all Notes
theretofore authenticated and delivered (other than (1) Notes that have been mutilated, destroyed,
lost or stolen and that have been replaced or paid as provided in Section 2.5 and (2) Notes
for whose payment money has theretofore been deposited in trust or segregated and held in trust by
the Issuer and thereafter paid to the Persons entitled thereto or discharged from such trust, as
provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become
due and payable, (2) will become due and payable on the applicable Final Scheduled Payment Date
within one year or (3) are to be called for redemption within one year under arrangements
satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture
Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of clauses
(1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably
deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the
United States (that will mature prior to the date such amounts are payable), in trust for such
purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes
(including interest and any fees and expenses due and payable to the Owner Trustee, the Issuer
Delaware Trustee and the Indenture Trustee) not theretofore delivered to the Indenture Trustee for
cancellation, when due, to the applicable Final Scheduled Payment Date for each Class, or to the
Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1),
as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder
by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate
and an Opinion of Counsel, each meeting the applicable requirements of Section 11.1 and,
subject to Section 11.2, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied with (and, in the
case of an Officer’s Certificate, stating that the Rating Agency Condition has been satisfied
(provided, that such Officer’s Certificate need not state that the Rating Agency Condition has been
satisfied if all amounts owing on each Class of Notes have been paid or will be paid in full on the
date of delivery of such Officer’s Certificate)).



     Section 4.2 Application of Trust Money. All monies deposited with the Indenture
Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance
with the



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provisions of the Notes and this Indenture. Such monies need not be segregated from other
funds of the Indenture Trustee except to the extent required herein or as required by law.




     Section 4.3 Repayment of Monies Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any
Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect
to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and
applied according to Section 3.3 and such Paying Agent shall thereupon be released from all
further liability with respect to such monies.



ARTICLE V




INDENTURE DEFAULT



     Section 5.1 Indenture Defaults. The occurrence and continuation of any one of the
following events (whatever the reason for such Indenture Default and whether it shall be voluntary
or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body) shall constitute
a default under this Indenture (each, an “Indenture Default”):



     (a) default in the payment of any interest on any Note when the same becomes due, and such
default shall continue for a period of 5 days or more;



     (b) default in the payment of principal of any Note at the related Final Scheduled Payment
Date or the Redemption Date;



     (c) default in the observance or performance of any covenant or agreement of the Issuer made
in this Indenture (other than a covenant or agreement, a default in the observance or performance
of which is elsewhere in this Section specifically dealt with), or any representation or warranty
of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant
hereto or in connection herewith proving to have been incorrect in any material respect as of the
time when the same shall have been made, which default or inaccuracy materially and adversely
affects the interests of the Noteholders, and such default shall continue or not be cured, or the
circumstance or condition in respect of which such misrepresentation or warranty was incorrect
shall not have been eliminated or otherwise cured, for a period of 60 days after there shall have
been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the
Issuer and the Indenture Trustee by Noteholders representing at least a majority of the Outstanding
Note Amount, a written notice specifying such default or incorrect representation or warranty and
requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder;



     (d) the filing of a decree or order for relief by a court having jurisdiction in the premises
in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under
any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Issuer or for any substantial part of the Trust Estate, or ordering the



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winding up or liquidation of the Issuer’s affairs, and such decree or order shall remain
unstayed and in effect for a period of 90 consecutive days; or




     (e) the commencement by the Issuer of a voluntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect or the consent by the
Issuer to the entry of an order for relief in an involuntary case under any such law, the consent
by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of
the Trust Estate, the making by the Issuer of any general assignment for the benefit of creditors,
the failure by the Issuer generally to pay its debts as such debts become due or the taking of
action by the Issuer in furtherance of any of the foregoing;


provided, however, that a delay in or failure of performance referred to under clauses (a),
(b) or (c) above for a period of 120 days will not constitute an Indenture Default
if that delay or failure was caused by force majeure or other similar occurrence.




     The Issuer shall promptly deliver to the Indenture Trustee and each Rating Agency written
notice in the form of an Officer’s Certificate of any Indenture Default, its status and what action
the Issuer is taking or proposes to take with respect thereto.



     Subject to the provisions herein relating to the duties of the Indenture Trustee, if an
Indenture Default occurs and is continuing, the Indenture Trustee shall be under no obligation to
exercise any of the rights or powers under this Indenture at the request or direction of any
Noteholder, if the Indenture Trustee reasonably believes that it will not be adequately indemnified
against the costs, expenses and liabilities that might be incurred by it in complying with such
request. Subject to such provisions for indemnification and certain limitations contained herein,
Noteholders holding not less than a majority of the Outstanding Note Amount, voting together as a
single class, shall have the right to direct the time, method and place of conducting any
proceeding or any remedy available to the Indenture Trustee or exercising any trust power conferred
on the Indenture Trustee, and Noteholders holding not less than a majority of the Outstanding Note
Amount, voting together as a single class, may, in certain cases, waive any default with respect
thereto, except a default in the payment of principal or interest or a default in respect of a
covenant or provision of the Indenture that cannot be modified or amended without the waiver or
consent of all of the holders of the Outstanding Notes.



     Section 5.2 Acceleration of Maturity; Waiver of Indenture Default. If an Indenture
Default specified in Section 5.1(a), (b) or (c) should occur and be
continuing, the Indenture Trustee may, or if directed by the Noteholders representing not less than
a majority of the Outstanding Note Amount, voting together as a single Class, shall declare the
principal of the Notes to be immediately due and payable. Upon such declaration, the Indenture
Trustee shall promptly provide written notice to the Administrator. If an Indenture Default
specified in Section 5.1(d) or (e) occurs, all unpaid principal, together with all
accrued and unpaid interest thereon, of all Notes, and all other amounts payable hereunder, shall
automatically become due and payable without any declaration or other act on the part of the
Indenture Trustee or any Noteholder. Such acceleration may be rescinded by (x) in the case of an
Indenture Default specified in Section 5.1(d) or (e), Noteholders holding 100% of
the Outstanding Amount, and (y) in the case of any other Indenture Default, Noteholders holding a
majority of the Outstanding



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Note Amount, voting together as a single class before a judgment or decree for payment of the
amount due has been obtained by the Indenture Trustee if (a) the Issuer has deposited with the
Indenture Trustee an amount sufficient to pay (i) all interest on and principal of the Notes as if
the Indenture Default giving rise to such declaration had not occurred and (ii) all reasonable
amounts previously advanced by the Indenture Trustee and its reasonable costs and expenses and (b)
all Indenture Defaults (other than the nonpayment of principal of the Notes that has become due
solely by such acceleration) have been cured or waived.




     At any time prior to the declaration of the acceleration of the maturity of the Notes,
Noteholders holding not less than a majority of the Outstanding Note Amount, voting together as a
single class, by written notice to the Issuer and the Indenture Trustee, may waive such Indenture
Default and its consequences, except a default (i) in payment of principal of or interest on the
Notes or (ii) in respect of any covenant or provision in this Indenture that cannot be modified or
amended without the unanimous consent of the Noteholders. No such waiver shall affect any
subsequent default or impair any right consequent thereto.



     If the Notes have been declared due and payable following an Indenture Default, the Indenture
Trustee may institute Proceedings to collect amounts due, exercise remedies as a secured party
(including foreclosure or sale of the Collateral) or elect to maintain the Trust Estate and
continue to apply the proceeds from the Collateral as if there had been no declaration of
acceleration. Any sale of the Collateral by the Indenture Trustee will be subject to the terms and
conditions of Section 5.4.



     Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.



     (a) The Issuer covenants that if there is a default in the payment of (i) any interest on the
Notes when the same becomes due and payable, and such default continues for a period of five days
or (ii) the principal of the Notes at the related Final Scheduled Payment or the Redemption Date,
the Issuer shall, upon demand of the Indenture Trustee in writing as directed by Noteholders
holding not less than a majority of the Outstanding Note Amount, voting together as a single Class,
pay to the Indenture Trustee, for the benefit of such Noteholders, the entire amount then due and
payable on such Notes for principal and interest, with interest on the overdue principal, and, to
the extent payment at such rate of interest shall be legally enforceable, upon overdue installments
of interest, at the applicable Interest Rate and in addition thereto, such further amount as shall
be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and its agents, attorneys and
counsel.



     (b) In case the Issuer shall fail forthwith to pay amounts described in Section 5.3(a)
upon demand, the Indenture Trustee, in its own name and as trustee of an express trust, may
institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such
Proceeding to judgment or final decree, and may enforce the same against the Issuer or other
obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer
or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable.



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     (c) If an Indenture Default shall have occurred and is continuing, the Indenture Trustee may,
in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by
such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and
enforce any such rights, whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.



     (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes
or any Person having or claiming an ownership interest in the Collateral, Proceedings under the
Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken possession of the Issuer or
its property or such other obligor or Person, or in case of any other comparable judicial
Proceedings relative to the Issuer or other obligor upon the Notes, or to the property of the
Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any
Notes shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions
of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:




     (i) to file and prove a claim or claims for the whole amount of principal and
interest owing and unpaid in respect of the Notes and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee (including any claim for reasonable compensation to the Indenture
Trustee and each predecessor Indenture Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances and disbursements made, by the Indenture Trustee and each
predecessor Indenture Trustee, except as a result of negligence or bad faith) and of
the Noteholders allowed in such Proceedings;




     (ii) unless prohibited by applicable law and regulations, to vote on behalf of
the Noteholders in any election of a trustee, a standby trustee or Person performing
similar functions in any such Proceedings;




     (iii) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute all amounts received with respect
to the claims of the Noteholders and the Indenture Trustee on their behalf; and




     (iv) to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Indenture Trustee or the
Noteholders allowed in any judicial Proceedings relative to the Issuer, its
creditors and its property;


and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding
is hereby authorized by each Noteholder to make payments to the Indenture Trustee and, in the event
the Indenture Trustee shall consent to the making of payments directly to such





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Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover
reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities incurred and all
advances and disbursements made by the Indenture Trustee and each predecessor Indenture Trustee
except as a result of negligence or bad faith, and any other amounts due the Indenture Trustee
under Section 6.7.




     (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize
or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Noteholder or to vote in respect of the claim of any Noteholder in any such Proceeding except, as
aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.



     (f) All rights of action and of asserting claims under this Indenture, or under the Notes, may
be enforced by the Indenture Trustee without the possession of the Notes or the production thereof
in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted
by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment, subject to the payment of the expenses, advances, disbursements and
compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective
agents, attorneys and counsel shall be for the ratable benefit of the Noteholders in respect of
which such judgment has been recovered.



     (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving
the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a
party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be
necessary to make any Noteholder a party to any such Proceedings.



     Section 5.4 Remedies; Priorities.



     (a) If an Indenture Default shall have occurred and be continuing, the Indenture Trustee may
do one or more of the following (subject to Sections 5.2 and 5.5):




     (i) institute Proceedings in its own name and as trustee of an express trust
for the collection of all amounts then payable on the Notes or under this Indenture
with respect thereto, whether by declaration or otherwise, enforce any judgment
obtained, and collect from the Issuer and any other obligor upon such Notes monies
adjudged due;




     (ii) institute Proceedings from time to time for the complete or partial
foreclosure of this Indenture with respect to the Trust Estate;




     (iii) exercise any remedies of a secured party under the UCC and take any other
appropriate action to protect and enforce the rights and remedies of the Indenture
Trustee and the Noteholders; and




     (iv) subject to Section 5.17, after an acceleration of the maturity of
the Notes pursuant to Section 5.2, sell the Trust Estate or any portion
thereof or rights



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or interest therein, at one or more public or private sales called and
conducted in any manner permitted by law;


provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate
following an Indenture Default, unless (A) the Transferor elects to exercise its rights to purchase
the Transaction SUBI Certificate pursuant to Section 9.4 of the Trust Agreement, (B) the
Noteholders holding 100% of the Outstanding Note Amount consent thereto, (C) the proceeds of such
sale or liquidation are sufficient to discharge in full all amounts then due and unpaid upon all
Outstanding Notes at the date of such sale or (D) there has been an Indenture Default described in
Section 5.1(a) or (b) and the Indenture Trustee determines that the Trust Estate
will not continue to provide sufficient funds for the payment of principal of and interest on the
Notes as they would have become due if the Notes had not been declared due and payable and the
Indenture Trustee obtains the consent of Noteholders holding not less than 66-2/3% of the
Outstanding Note Amount, voting together as a single Class; provided, further, that the Indenture
Trustee may not sell the Trust Estate unless it shall first have obtained an Opinion of Counsel (at
the expense of the Issuer) that such sale will not cause the Origination Trust or an interest
therein or portion thereof or the Issuer to be classified as an association or a publicly traded
partnership taxable as a corporation for federal income tax purposes. In determining such
sufficiency or insufficiency with respect to clauses (B) and (C) of the preceding
sentence, the Indenture Trustee may but need not obtain (at the expense of the Issuer) and rely
upon an opinion of an Independent investment banking or accounting firm of national reputation as
to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such
purpose.




     (b) After an acceleration of the maturity of the Notes pursuant to Section 5.2, the
Indenture Trustee shall pay out money or property held as Collateral (including available monies on
deposit in the Reserve Account and any money or property collected pursuant to this Article upon
sale of the Trust Estate) and deposited in the Collection Account in accordance with the following
priorities:




     (i) first, pro rata, to the Indenture Trustee, the SUBI Trustee, the Issuer
Delaware Trustee and the Owner Trustee, for any accrued and unpaid fees, expenses
and indemnity payments pursuant to the terms of this Indenture, the Origination
Trust Agreement or the Trust Agreement, as applicable; provided that
aggregate expenses payable to the Indenture Trustee, the SUBI Trustee, the Issuer
Delaware Trustee and the Owner Trustee pursuant to this clause (i) shall be
limited to $500,000 per annum in the aggregate;




     (ii) second, to the Servicer (or any predecessor Servicer, if applicable), for
reimbursement of all outstanding Advances;




     (iii) third, pro rata, to the Servicer, the Servicing Fee, together with any
unpaid Servicing Fees in respect of one or more prior Collection Periods, and to the
Administrator, the Administration Fee, together with any unpaid Administration Fees
in respect of one or more prior Collections Periods;




     (iv) fourth, pro rata, to the Noteholders an amount equal to the Accrued Note
Interest;



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     (v) fifth, to the Holders of the Class A-1 Notes, in respect of principal
thereof until the Class A-1 Notes have been paid in full;




     (vi) sixth, to the Holders of the Class A-2 Notes, the Class A-3 Notes and the
Class A-4 Notes, in respect of principal thereof, on a pro rata basis (based on
the Outstanding Note Amount of each Class on such Payment Date) until the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes have been paid in full;




     (vii) seventh, pro rata, to the Indenture Trustee, the SUBI Trustee, the Issuer
Delaware Trustee and the Owner Trustee, for any accrued and unpaid fees, expenses
and indemnity payments; and




     (viii) eighth, any remaining funds shall be distributed to or at the direction
of the Certificateholder.



     (c) The Indenture Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this Section. At least 15 days before such record date, the Issuer shall
mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment
date and the amount to be paid.



     Prior to an acceleration of the Notes after an Indenture Default, if the Indenture Trustee
collects any money or property pursuant to this Article V, such amounts shall be deposited
into the Collection Account and distributed in accordance with Section 8.4 hereof.



     Section 5.5 Optional Preservation of the Transaction SUBI Assets. If the Notes have
been declared to be due and payable under Section 5.2 following an Indenture Default and
such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee
may, unless directed to sell pursuant to Section 9.4 of the Trust Agreement, but need not,
elect to maintain possession of the Trust Estate and continue to apply the proceeds thereof in
accordance with Section 5.4(b). It is the intent of the parties hereto and the Noteholders
that there be at all times sufficient funds for the payment of principal of and interest on the
Notes, and the Indenture Trustee shall take such intent into account when determining whether or
not to maintain possession of the Collateral. In determining whether to maintain possession of the
Collateral, the Indenture Trustee may but need not obtain (at the expense of the Issuer) and rely
upon an opinion of an Independent investment banking or accounting firm of national reputation as
to the feasibility of such proposed action and as to the sufficiency of the Collateral for such
purpose.



     Section 5.6 Limitation of Suits.



     (a) No Holder of any Note shall have any right to institute any Proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for
any other remedy hereunder, unless: (i) such Noteholder previously has given to the Indenture
Trustee written notice of a continuing Indenture Default, (ii) Noteholders holding not less than
25% of the Outstanding Note Amount have made written request to the Indenture Trustee to institute
such Proceeding in respect of such Indenture Default in its own name as Indenture Trustee, (iii)
such Noteholder has offered the Indenture Trustee reasonable indemnity against the




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costs, expenses and liabilities to be incurred in complying with such request, (iv) the
Indenture Trustee has for 60 days after its receipt of notice, request and offer of indemnity
failed to institute such Proceedings and (v) no direction inconsistent with such written request
has been given to the Indenture Trustee during such 60 day period by Noteholders holding a majority
of the Outstanding Note Amount.




     No Noteholder or group of Noteholders shall have any right in any manner whatever by virtue
of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other Noteholders or to obtain or to seek to obtain priority or preference over any other
Noteholder or to enforce any right under this Indenture, except in the manner herein provided.



     In the event the Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Noteholders, each representing less than a majority of the
Outstanding Note Amount, the Indenture Trustee in its sole discretion may determine what action, if
any, shall be taken, notwithstanding any other provisions of this Indenture.



     (b) No Noteholder shall have any right to vote except as provided pursuant to this
Indenture and the Notes, nor any right in any manner to otherwise control the operation and
management of the Issuer. However, in connection with any action as to which Noteholders are
entitled to vote or consent under this Indenture and the Notes, the Issuer may set a record date
for purposes of determining the identity of Noteholders entitled to vote or consent in accordance
with TIA Section 316(c).



     Section 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest.
Notwithstanding any other provision in this Indenture, any Noteholder shall have the right, to
receive payment of the principal of and interest on, if any, such Note on or after the respective
due dates thereof expressed in such Note or this Indenture (or, in the case of redemption, on or
after the Redemption Date) and to institute suit for the enforcement of any such payment in
accordance with Section 5.6, and such right shall not be impaired without the consent of
such Noteholder.



     Section 5.8 Restoration of Rights and Remedies. If the Indenture Trustee or any
Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and
such Proceeding has been discontinued or abandoned for any reason or has been determined adversely
to the Indenture Trustee or such Noteholder, then and in every such case the Issuer, the Indenture
Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter all rights and
remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding
had been instituted.



     Section 5.9 Rights and Remedies Cumulative. No right or remedy herein conferred
upon or reserved to the Indenture Trustee or the Noteholders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law, in equity or otherwise. The assertion or employment of any right or remedy



-25-









 




hereunder or otherwise shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.




     Section 5.10 Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or
Indenture Default shall impair any such right or remedy or constitute a waiver of any such Default
or Indenture Default or an acquiescence therein. Every right and remedy given by this Article or
by law to the Indenture Trustee or the Noteholders may be exercised from time to time, and as often
as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.



     Section 5.11 Control by Noteholders. Subject to the provisions of Sections
5.4, 5.6, 6.2(d) and 6.2(e), Noteholders holding not less than a
majority of the Outstanding Note Amount shall have the right to direct the time, method and place
of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the
Notes or with respect to the exercise of any trust or power conferred on the Indenture Trustee,
provided that:



     (a) such direction shall not be in conflict with any rule of law or this Indenture;



     (b) except as otherwise permitted by Section 5.4, any direction to the Indenture
Trustee to sell or liquidate the Trust Estate shall be made by Noteholders holding not less than
100% of the Outstanding Note Amount;



     (c) if the conditions set forth in Section 5.5 have been satisfied and the
Indenture Trustee elects to retain the Trust Estate pursuant to such Section, and except in the
case of a sale of the Trust Estate pursuant to Section 9.2 of the Trust Agreement, then any
direction to the Indenture Trustee by Noteholders holding less than 100% of the Outstanding Note
Amount to sell or liquidate the Trust Estate shall be of no force and effect; and



     (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee
that is not inconsistent with such direction.



     Notwithstanding the rights of Noteholders set forth in this Section, subject to Section
6.1, the Indenture Trustee need not take any action it determines might expose it to personal
liability or might materially adversely affect or unduly prejudice the rights of any Noteholders
not consenting to such action.



     Section 5.12 Waiver of Past Defaults. Prior to the acceleration of the maturity
of the Notes as provided in Section 5.2, Noteholders holding not less than a majority of
the Outstanding Note Amount may waive any past Indenture Default and its consequences except an
Indenture Default (i) in payment of principal of or interest on the Notes or (ii) in respect of a
covenant or provision hereof that cannot be modified or amended without the consent of each
Noteholder. In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders
shall be restored to their former positions and rights hereunder, respectively, but no such waiver
shall extend to any subsequent or other Indenture Default or impair any right consequent thereto.



     Upon any such waiver, such Indenture Default shall cease to exist and be deemed to have been
cured and not to have occurred, and any Indenture Default arising therefrom shall be



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deemed to have been cured and not to have occurred for every purpose of this Indenture, but no
such waiver shall extend to any prior, subsequent or other Indenture Default or impair any right
consequent thereto.




     Section 5.13 Undertaking for Costs. All parties to this Indenture agree, and each
Noteholder by such Noteholder’s acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted
by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant, but the provisions
of this Section shall not apply to (i) any suit instituted by the Indenture Trustee, (ii) any suit
instituted by any Noteholder or group of Noteholders, in each case holding in the aggregate more
than 10% of the Outstanding Note Amount or (iii) any suit instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or after the related due
dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the
Redemption Date).



     Section 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any
manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or the performance of
this Indenture, and the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.



     Section 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or
application of any other relief under or with respect to this Indenture. Neither the lien of this
Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired
by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the
Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance
with Section 5.4(b), if the maturity of the Notes has been accelerated pursuant to
Section 5.2, or Section 8.4, if the maturity of the Notes has not been
accelerated..



     Section 5.16 Performance and Enforcement of Certain Obligations.



     (a) Promptly following a request from the Indenture Trustee to do so, the Issuer shall
take all such lawful action as the Indenture Trustee may request to compel or secure the
performance and observance by the Servicer of its obligations to the Issuer under or in connection
with the Servicing Agreement and the Transaction SUBI Servicing Supplement, in accordance with the
terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully
available to the Issuer under or in connection with each such agreement to the extent and in the
manner directed by the Indenture Trustee, including the transmission of notices



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of default on the part of the Servicer thereunder and the institution of legal or
administrative actions or Proceedings to compel or secure performance by the Servicer of its
obligations under the Servicing Agreement.




     (b) If an Indenture Default has occurred and is continuing, the Indenture Trustee may, and
at the direction (which direction shall be in writing) of Noteholders holding not less than a
majority of the Outstanding Note Amount, shall, exercise all rights, remedies, powers, privileges
and claims of the Issuer against the Transferor and the Servicer under or in connection with the
Servicing Agreement or any other Transaction Document, including the right or power to take any
action to compel or secure performance or observance by the Transferor or the Servicer of each of
their obligations to the Issuer thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under such Transaction Document, and any right of the Issuer to take
such action shall be suspended.



     Section 5.17 Sale of Collateral. If the Indenture Trustee acts to sell the
Collateral or any part thereof, pursuant to Section 5.4(a), the Indenture Trustee shall
publish a notice in an Authorized Newspaper stating that the Indenture Trustee intends to effect
such a sale in a commercially reasonable manner and on commercially reasonable terms, which shall
include the solicitation of competitive bids. Following such publication, the Indenture Trustee
shall, unless otherwise prohibited by applicable law from any such action, sell the Collateral or
any part thereof, in such manner and on such terms as provided above to the highest bidder,
provided, however, that the Indenture Trustee may from time to time postpone any sale by public
announcement made at the time and place of such sale. The Indenture Trustee shall give notice to
the Transferor and Servicer of any proposed sale, and the Transferor, the Servicer or any Affiliate
thereof shall be permitted to bid for the Collateral at any such sale. The Indenture Trustee may
obtain a prior determination from a conservator, receiver or trustee in bankruptcy of the Issuer
that the terms and manner of any proposed sale are commercially reasonable. The power to effect
any sale of any portion of the Collateral pursuant to Section 5.4 and this Section
5.17 shall not be exhausted by any one or more sales as to any portion of the Collateral
remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or
all amounts payable on the Notes shall have been paid.



ARTICLE VI




THE INDENTURE TRUSTEE



     Section 6.1 Duties of Indenture Trustee.



     (a) If an Indenture Default has occurred and is continuing, the Indenture Trustee shall
exercise the rights and powers vested in it by this Indenture and shall use the same degree of care
and skill in their exercise as a prudent Person would exercise or use under the circumstances in
the conduct of such Person’s own affairs.



     (b) Except during the continuance of an Indenture Default:



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     (i) the Indenture Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture and no implied covenants or obligations shall
be read into this Indenture against the Indenture Trustee; and




     (ii) the Indenture Trustee may conclusively rely in good faith on its part, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Indenture Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or opinions which
by any provision hereof are specifically required to be furnished to the Indenture Trustee,
the Indenture Trustee shall examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture (but need not confirm or investigate
the accuracy of mathematical calculations or other facts stated therein).



     (c) The Indenture Trustee shall not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except that:




     (i) this paragraph does not limit the effect of paragraph (b) of this Section
6.1;




     (ii) the Indenture Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer unless it is proved that the Indenture Trustee was
negligent in ascertaining the pertinent facts; and




     (iii) the Indenture Trustee shall not be liable with respect to any action it takes
or omits to take in good faith in accordance with a direction received by it pursuant to
Section 5.11.



     (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is
subject to paragraphs (a), (b) and (c) of this Section 6.1.



     (e) The Indenture Trustee shall not be liable for interest on any money received by it
except as the Indenture Trustee may agree in writing with the Issuer.



     (f) Money held in trust by the Indenture Trustee need not be segregated from other funds
of the Indenture Trustee except to the extent required by law or the terms of this Indenture or any
other Transaction Document to which the Indenture Trustee is a party.



     (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk
its own funds or otherwise incur financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to
believe that repayments of such funds or indemnity reasonably satisfactory to it against such risk
or liability is not reasonably assured to it.



     (h) Every provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Indenture Trustee shall be subject to the provisions of this
Section.



     (i) The Indenture Trustee shall not be deemed to have knowledge of any Indenture Default
or other event unless a Responsible Officer of the Indenture Trustee has actual



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knowledge thereof or has received written notice thereof in accordance with the provisions of
this Indenture or any other Transaction Document.




     (j) Nothing contained herein shall be deemed to authorize the Indenture Trustee to engage
in any business operations or any activities other than those set forth in this Indenture.
Specifically, the Indenture Trustee shall have no authority to engage in any business operations,
acquire any assets other than those specifically included in the Trust Estate under this Indenture
or otherwise vary the assets held by the Issuer. Similarly, the Indenture Trustee shall have no
discretionary duties other than performing those ministerial acts set forth above necessary to
accomplish the purpose of the Issuer as set forth in this Indenture.



     Section 6.2 Rights of Indenture Trustee.



     (a) The Indenture Trustee may conclusively rely and shall be protected in acting upon or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, note, direction, demand, election or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by the proper Person.
The Indenture Trustee need not investigate any fact or matter stated in the document.



     (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s
Certificate (with respect to factual matters) or an Opinion of Counsel, as applicable. The
Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officer’s Certificate or Opinion of Counsel.



     (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or a custodian or nominee,
and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of,
or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in
accordance with the provisions of Section 6.10 or any other such agent, attorney, custodian
or nominee appointed with due care by it hereunder.



     (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in
good faith that it reasonably believes to be authorized or within its rights or powers; provided,
however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or
bad faith.



     (e) The Indenture Trustee may consult with counsel, and the advice of such counsel or any
Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be
full and complete authorization and protection from liability in respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of
such counsel.



     (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture or to institute, conduct or defend any litigation under this
Indenture or in relation to this Indenture or to honor the request or direction of any of the
Noteholders pursuant to this Indenture unless such Noteholders shall have offered to the Indenture
Trustee reasonable security or indemnity satisfactory to the Indenture Trustee against



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the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred
by it, its agents and its counsel in compliance with such request or direction.




     (g) The Indenture Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless requested in writing to
do so by the Holders of Notes evidencing not less than a majority of the Outstanding Note Amount;
provided, however, that if the payment within a reasonable time to the Indenture Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the
security afforded to it by the terms of this Indenture, the Indenture Trustee may require
reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The
reasonable expense of each such investigation shall be paid by the Person making such request, or,
if paid by the Indenture Trustee, shall be reimbursed by the Person making such request upon
demand.



     (h) Any request or direction of the Issuer mentioned herein shall be sufficiently
evidenced by an Issuer Request.



     Section 6.3 Individual Rights of Indenture Trustee. Subject to Section 310 of the
TIA, the Indenture Trustee in its individual or any other capacity may become the owner or pledgee
of Notes. The Indenture Trustee may deal with the Transferor, the Owner Trustee, the Issuer
Delaware Trustee, the Administrator and their respective Affiliates in banking transactions with
the same rights it would have if it were not Indenture Trustee, and the Transferor, the Owner
Trustee, the Issuer Delaware Trustee, the Administrator and their respective Affiliates may
maintain normal commercial banking and investment banking relationships with the Indenture Trustee
and its Affiliates. Any Paying Agent, Note Registrar, co-registrar, co-paying agent, co-trustee or
separate trustee may do the same with like rights. The Indenture Trustee must, however, comply
with Section 6.11.



     Section 6.4 Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of this Indenture, the
Trust Estate or the Notes, shall not be accountable for the Issuer’s use of the proceeds from the
Notes and shall not be responsible for any statement in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes, all of which shall be taken as the
statements of the Issuer, other than the Indenture Trustee’s certificate of authentication.



     Section 6.5 Notice of Defaults. If an Indenture Default occurs and is continuing,
and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall
mail to each Noteholder and the Administrator notice of such Indenture Default within 90 days after
it occurs. Except in the case of an Indenture Default with respect to payment of principal of or
interest on any Note (including payments pursuant to the redemption of Notes), the Indenture
Trustee may withhold such notice if and so long as a Responsible Officer in good faith determines
that withholding such notice is in the interests of the Noteholders.



     Section 6.6 Reports by Indenture Trustee to Noteholders. The Indenture Trustee,
at the expense of the Issuer, shall deliver to each Noteholder, not later than the latest date



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permitted by law, such information as may be reasonably requested (and reasonably available to
the Indenture Trustee) to enable such Holder to prepare its federal and state income tax returns.




     Section 6.7 Compensation and Indemnity. The Issuer shall cause the Administrator
to agree to (i) pay to the Indenture Trustee from time to time such compensation as the Issuer, the
Administrator and the Indenture Trustee shall from time to time agree in writing for services
rendered by the Indenture Trustee hereunder in accordance with a fee letter between the
Administrator and the Indenture Trustee, (ii) reimburse the Indenture Trustee for all reasonable
expenses, advances and disbursements reasonably incurred by it in connection with the performance
of its duties as Indenture Trustee and (iii) indemnify the Indenture Trustee for, and hold it
harmless against, any and all loss, liability or expense (including reasonable attorneys’ fees)
incurred by it in connection with the administration of the Issuer or the performance of its duties
as Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Indenture Trustee shall notify the Issuer and
the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture
Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the
Administrator of its obligations hereunder. The Issuer shall, or shall cause the Administrator to
agree to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer
shall, or shall cause the Administrator to agree to, pay the fees and expenses of such counsel.
The Indenture Trustee shall not be indemnified by the Administrator, the Issuer, the Transferor or
the Servicer against any loss, liability or expense incurred by it through its own willful
misconduct, negligence or bad faith, except that the Indenture Trustee shall not be liable (i) for
any error of judgment made by it in good faith unless it is proved that the Indenture Trustee was
negligent in ascertaining the pertinent facts, (ii) with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it from the Noteholders in accordance
with the terms of this Indenture and (iii) for interest on any money received by it except as the
Indenture Trustee and the Issuer may agree in writing.



     The compensation and indemnity obligations to the Indenture Trustee pursuant to this Section
shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after
the occurrence of an Indenture Default set forth in Section 5.1(e) with respect to the
Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy
Code or any other applicable federal or state bankruptcy, insolvency or similar law.



     Section 6.8 Removal, Resignation and Replacement of Indenture Trustee. The
Indenture Trustee may resign at any time by so notifying the Issuer, the Servicer and the
Administrator. The Noteholders holding at least a majority of the Outstanding Note Amount, voting
as a single Class, may remove the Indenture Trustee without cause by so notifying the Indenture
Trustee, the Servicer and the Issuer, and following that removal may appoint a successor Indenture
Trustee. The Issuer shall remove the Indenture Trustee if:




     (i) the Indenture Trustee fails to comply with Section 6.11;




     (ii) a court having jurisdiction in the premises in respect of the
Indenture Trustee in an involuntary case or proceeding under federal or state
banking or bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law, shall have



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entered a decree or order granting relief or appointing a receiver, liquidator,
assignee, custodian, trustee, conservator, sequestrator (or similar official) for
the Indenture Trustee or for any substantial part of the Indenture Trustee’s
property, or ordering the winding up or liquidation of the Indenture Trustee’s
affairs, provided any such decree or order shall have continued unstayed and in
effect for a period of 30 consecutive days;




     (iii) the Indenture Trustee commences a voluntary case under any federal or
state banking or bankruptcy laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, or consents
to the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, conservator, sequestrator or other similar official for the
Indenture Trustee or for any substantial part of the Indenture Trustee’s property,
or makes any assignment for the benefit of creditors or fails generally to pay its
debts as such debts become due or takes any corporate action in furtherance of any
of the foregoing; or




     (iv) the Indenture Trustee otherwise becomes incapable of acting.



     Upon the resignation or required removal of the Indenture Trustee, or the failure of the
Noteholders to appoint a successor Indenture Trustee following the removal without cause of the
Indenture Trustee (the Indenture Trustee in any such event being referred to herein as the retiring
Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee which satisfies
the requirements set forth in Section 6.11.



     A successor Indenture Trustee shall deliver a written acceptance of its appointment to the
retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring
Indenture Trustee shall become effective and the successor Indenture Trustee, without any further
act, deed or conveyance, shall have all the rights, powers and duties of the Indenture Trustee
under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to
Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as
Indenture Trustee to the successor Indenture Trustee.



     If a successor Indenture Trustee does not take office within 45 days after the retiring
Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or Noteholders
holding not less than a majority of the Outstanding Note Amount may petition any court of competent
jurisdiction (at the expense of the Issuer) for the appointment of a successor Indenture Trustee.



     If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may
petition any court of competent jurisdiction for the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee.



     Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture
Trustee pursuant to any of the provisions of this Section shall not become effective until
acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment
of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the



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replacement of the Indenture Trustee pursuant to this Section, the retiring Indenture Trustee
shall be entitled to payment or reimbursement of such amounts as such Person is entitled pursuant
to Section 6.7.




     Section 6.9 Successor Indenture Trustee by Merger. If the Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially all its corporate
trust business or assets to another corporation or depository institution the resulting, surviving
or transferee corporation, without any further act, shall be the successor Indenture Trustee;
provided, that such corporation or depository institution shall be otherwise qualified and eligible
under Section 6.11. The Indenture Trustee shall provide the Administrator prior written
notice of any such transaction.



     In case at the time such successor or successors by merger, conversion or consolidation to the
Indenture Trustee shall succeed to the trusts created by this Indenture, the Notes shall have been
authenticated but not delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee and deliver such Notes so authenticated,
and in case at that time any of the Notes shall not have been authenticated, any successor to the
Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Indenture Trustee.



     Section 6.10 Appointment of Co-Trustee or Separate Trustee.



     (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose
of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at
the time be located, the Indenture Trustee and the Administrator acting jointly shall have the
power and may execute and deliver all instruments to appoint one or more Persons to act as a
co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the
Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the
Noteholders, such title to the Trust Estate or any part hereof and, subject to the other provisions
of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and
the Administrator may consider necessary or desirable. If the Administrator shall not have joined
in such appointment within 15 days after it received a request that it so join, the Indenture
Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor trustee under
Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate
trustee shall be required under Section 6.8.



     (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:




     (i) all rights, powers, duties and obligations conferred or imposed upon
the Indenture Trustee shall be conferred or imposed upon and exercised or performed
by the Indenture Trustee and such separate trustee or co-trustee jointly (it being
intended that such separate trustee or co-trustee is not authorized to act
separately without the Indenture Trustee joining in such act), except to the extent
that under any law of any jurisdiction in which any particular act or acts are to be
performed, the Indenture Trustee shall be incompetent or unqualified to perform



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such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Collateral or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee or
co-trustee, but solely at the direction of the Indenture Trustee;




     (ii) no separate trustee or co-trustee hereunder shall be personally liable
by reason of any act or omission of any other trustee hereunder; and




     (iii) the Indenture Trustee and the Administrator may at any time accept
the resignation of or remove any separate trustee or co-trustee.



     (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to
have been given to each of the then-separate trustees and co-trustees, as effectively as if given
to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to
this Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Indenture Trustee or separately, as may be
provided therein, subject to all the provisions of this Indenture and specifically including every
provision of this Indenture relating to the conduct of, affecting the liability of or affording
protection to the Indenture Trustee. Every such instrument shall be filed with the Indenture
Trustee and a copy thereof given to the Administrator.



     (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee,
its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law,
to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, then
all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the
Indenture Trustee to the extent permitted by law, without the appointment of a new or successor
trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any
separate trustee or co-trustee shall not relieve the Indenture Trustee of its obligations and
duties under this Indenture.



     Section 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all
times satisfy the requirements of Section 310(a) of the TIA and shall in addition have (a) a
combined capital and surplus of at least $50,000,000 (as set forth in its most recent published
annual report of condition) and (b) a long-term debt rating of “A” or better by each Rating Agency
or otherwise satisfy the Rating Agency Condition. The Indenture Trustee shall also satisfy the
requirements of Section 310(b) of the TIA. Neither the Issuer nor any Affiliate of the Issuer may
serve as Indenture Trustee.



     Section 6.12 Trustee as Holder of Transaction SUBI Certificate. Following the
occurrence and continuation of an Indenture Default, to the extent that the Issuer has rights as a
Holder of the Transaction SUBI Certificate, including rights to distributions and notice, or is
entitled to consent to any actions taken by the Transferor, the Issuer may initiate such action or
grant such consent only with consent of the Indenture Trustee at the direction of the Noteholders
of not less than a majority of the Outstanding Note Amount. Following the occurrence and
continuation of an Indenture Default, the Indenture Trustee shall exercise rights as a Holder of



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the Transaction SUBI Certificate or the right to consent or withhold consent with respect to
actions taken by the Transferor or the Issuer, upon the written direction of Holders of a majority
of the Outstanding Note Amount; provided, however, that any direction to the Indenture Trustee to
remove or replace the Servicer upon a Servicer Default shall be made by Noteholders holding not
less than 66-2/3% of the Outstanding Note Amount.




     Section 6.13 Representations and Warranties of Indenture Trustee. The Indenture
Trustee hereby makes the following representations and warranties on which the Issuer and
Noteholders shall rely:




     (i) the Indenture Trustee is a national banking association duly organized, validly
existing and in good standing under the laws of the United States of America; and




     (ii) the Indenture Trustee has full power, authority and legal right to execute,
deliver, and perform this Indenture and shall have taken all necessary action to authorize
the execution, delivery and performance by it of this Indenture.



     Section 6.14 Furnishing of Documents. The Indenture Trustee shall furnish to any
Noteholder promptly upon receipt of a written request by such Noteholder (at the expense of the
requesting Noteholder) therefor, duplicates or copies of all reports, notices, requests, demands,
certificates and any other instruments furnished to the Indenture Trustee under the Transaction
Documents.



     Section 6.15 Preferential Collection of Claims Against the Issuer. The Indenture
Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA
Section 311(b). Any Indenture Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated therein.



ARTICLE VII




NOTEHOLDERS’ LISTS AND REPORTS



     Section 7.1 Issuer to Furnish Indenture Trustee Noteholder Names and Addresses.
The Issuer shall furnish or cause to be furnished to the Indenture Trustee (i) not more than five
days after each Record Date a list, in such form as the Indenture Trustee may reasonably require,
of the names and addresses of the Noteholders as of such Record Date and (ii) at such other times
as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any
such request, a list of similar form and content as of a date not more than ten days prior to the
time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note
Registrar or the Notes are issued as Book-Entry Notes, no such list shall be required to be
furnished to the Indenture Trustee.



     Section 7.2 Preservation of Information; Communications to Noteholders.



     (a) The Indenture Trustee shall preserve in as current a form as is reasonably practicable
the names and addresses of the Noteholders contained in the most recent list furnished to the
Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders
received by the Indenture Trustee in its capacity as Note Registrar. The Indenture



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Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt
of a new list so furnished; provided, however, that so long as the Indenture Trustee is the Note
Registrar or the Notes are issued as Book-Entry Notes, no such list shall be required to be
preserved or maintained.




     (b) The Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders
regarding their rights under this Indenture or under the Notes.



     (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of
TIA Section 312(c).



     Section 7.3 Reports by Indenture Trustee. If required by TIA Section 313(a),
within 60 days after each March 31, beginning with March 31, 2011, the Indenture Trustee shall mail
to each Noteholder and shall file with the Commission as required by TIA Sections 313(c) and
313(d), respectively, a brief report dated as of such date that complies with TIA Section 313(a).
The Indenture Trustee also shall comply with TIA Section 313(b).



ARTICLE VIII




ACCOUNTS, DISBURSEMENTS AND RELEASES



     Section 8.1 Collection of Money. Except as otherwise expressly provided herein,
the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly
and without intervention or assistance of any fiscal agent or other intermediary, all money and
other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The
Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except
as otherwise expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the Trust Estate, the
Indenture Trustee may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate Proceedings. Any such action
shall be without prejudice to any right to claim an Indenture Default under this Indenture and any
right to proceed thereafter as provided in Article V.



     Section 8.2 Accounts.



     (a) There has been established and there shall be maintained an Eligible Account
(initially at Deutsche Bank Trust Company Americas) in the name of the Indenture Trustee until the
Outstanding Note Amount is reduced to zero, which is designated as the “Reserve Account”.
The Reserve Account shall be held for the benefit of the Noteholders, and shall bear a designation
clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders.
The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the
Outstanding Note Amount has been reduced to zero. On or prior to the Closing Date, the Issuer
shall deposit (or cause to be deposited) an amount equal to the Targeted Reserve Account Balance
into the Reserve Account. No checks shall be issued, printed or honored with respect to the
Reserve Account.



     (b) There has been established and there shall be maintained an Eligible Account
(initially at Deutsche Bank Trust Company Americas) in the name of the Indenture Trustee until



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the Outstanding Note Amount is reduced to zero, which is designated the “Collection
Account”. The Collection Account shall be held for the benefit of the Noteholders, and shall
bear a designation clearly indicating that the funds on deposit therein are held for the benefit of
the Noteholders. The Collection Account shall be under the sole dominion and control of the
Indenture Trustee until the Outstanding Note Amount has been reduced to zero. No checks shall be
issued, printed or honored with respect to the Collection Account.




     (c) There has been established and there shall be maintained an Eligible Account
(initially at Deutsche Bank Trust Company Americas), which may be a sub-account of the Collection
Account, in the name of the Indenture Trustee until the Outstanding Note Amount is reduced to zero,
which is designated as the “Principal Distribution Account.” The Principal Distribution
Account shall be held for the benefit of the Noteholders, and shall bear a designation clearly
indicating that the funds on deposit therein are held for the benefit of the Noteholders. The
Principal Distribution Account shall be under the sole dominion and control of the Indenture
Trustee until the Outstanding Note Amount has been reduced to zero. No checks shall be issued,
printed or honored with respect to the Principal Distribution Account.



     (d) All monies deposited from time to time in the Accounts pursuant to this Indenture or
the other Transaction Documents shall be held by the Indenture Trustee as part of the Collateral
and shall be applied to the purposes herein provided. If any Account shall cease to be an Eligible
Account, the Indenture Trustee, until the Outstanding Note Amount has been reduced to zero, shall,
as necessary, assist the Administrator in causing each Account to be moved to an institution at
which it shall be an Eligible Account.



     Section 8.3 Servicer Certificate.



     (a) Prior to 11:00 a.m., New York City time, on each Determination Date, the Issuer shall
cause the Servicer to agree to deliver to the Indenture Trustee, the Issuer, the Administrator and
each Paying Agent hereunder, a certificate (the “Servicer Certificate”) including, among
other things, the following information with respect to the related Payment Date and the related
Collection Period:




     (i) the amount of Collections for such Collection Period;




     (ii) the amount of Available Funds for such Collection Period;




     (iii) the Accrued Class A-1 Note Interest, the Accrued Class A-2 Note Interest, the
Accrued Class A-3 Note Interest and the Accrued Class A-4 Note Interest with respect to such
Payment Date;




     (iv) the Class A-1 Note Balance, the Class A-2 Note Balance, the Class A-3 Note
Balance and the Class A-4 Note Balance, in each case before giving effect to payments on
such Payment Date;




     (v) (A) the amount on deposit in the Reserve Account and the Targeted Reserve
Account Balance, each as of the beginning and end of the related Collection Period, (B) the
amount deposited in the Reserve Account in respect of such Payment Date, if any, (C) the
amount, if any, to be withdrawn from the Reserve Account on such



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Payment Date, (D) the balance on deposit in the Reserve Account on such Payment Date
after giving effect to withdrawals therefrom and deposits thereto in respect of such Payment
Date and (E) the change in such balance from the immediately preceding Payment Date;




     (vi) the aggregate amount being paid on such Payment Date in respect of interest on
and principal of each Class of Notes;




     (vii) the First Priority Principal Distribution Amount and the Regular Principal
Distribution Amount for such Payment Date;




     (viii) the Note Factor for each Class of the Notes (after giving effect to
distributions to the Noteholders on such Payment Date);




     (ix) the amount of Advances included in Available Funds for such Collection Period;




     (x) any Payment Date Advance Reimbursement for such Collection Period;




     (xi) amounts released to the Certificateholders on such Payment Date;




     (xii) the Servicing Fee and the Administration Fee for such Collection Period;




     (xiii) the amount of Cumulative Net Residual Losses and Cumulative Net Credit
Losses through such Collection Period;




     (xiv) amounts paid by the Issuer to the Indenture Trustee, the Owner Trustee, the
Issuer Delaware Trustee or any Origination Trustee with respect to trustee fees, expenses or
indemnifications;




     (xv) the aggregate Securitization Value of the Included Units, and the aggregate
Base Residual Value of the Included Units;




     (xvi) the number of Included Units at the beginning and at the end of such
Collection Period;




     (xvii) the number and Securitization Value of Vehicles turned-in by Lessees at the
end of the related lease terms;




     (xviii) the number and Securitization Value of Included Units for which a
Pull-Ahead Amount has been paid to the Issuer during such Collection Period;




     (xix) a summary of material modifications, extensions or waivers, if any, to terms
of the Leases related to the Included Units during such Collection Period, or since the
Closing Date, if such modifications, extensions or waivers have become material over time;



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     (xx) a summary of material breaches of representations or warranties related to
eligibility criteria for the Units, together with the number and aggregate Securitization
Value of repurchased Included Units in connection with such breach during such Collection
Period;




     (xxi) the number and aggregate Securitization Value of repurchased Included Units
in connection with a Postmaturity Term Extension; and




     (xxii) a summary of any material breach by the Issuer of transaction covenants.



     Each amount set forth pursuant to clauses (iii), (iv), (vi) and
(vii) above shall be expressed in the aggregate and as a dollar amount per $1,000 of the
Initial Note Balance of a Note.



     (b) The Indenture Trustee shall have no duty or obligation to verify or confirm the
accuracy of any of the information or numbers set forth in the Servicer Certificate delivered to
the Indenture Trustee in accordance with this Section, and the Indenture Trustee shall be fully
protected in relying upon such Servicer Certificate.



     Section 8.4 Disbursement of Funds.



     (a) On each Payment Date prior to an acceleration of the maturity of the Notes pursuant to
Section 5.2, prior to 1:00 p.m., New York City time, the Paying Agent, in accordance with
the related Servicer Certificate and pursuant to the instructions of the Servicer, shall transfer
from the Collection Account all Available Funds and shall apply such amount, in accordance with the
following priorities:




     (i) first, to the Servicer, the Payment Date Advance Reimbursement;




     (ii) second, pro rata, to the Servicer, the Servicing Fee, together with any unpaid
Servicing Fees in respect of one or more prior Collection Periods, and to the Administrator,
the Administration Fee, together with any unpaid Administration Fees in respect of one or
more prior Collection Periods;




     (iii) third, pro rata, to the Holders of the Notes, for payment to each respective
Class of Noteholders, an amount equal to the Accrued Class A-1 Note Interest, the Accrued
Class A-2 Note Interest, the Accrued Class A-3 Note Interest and the Accrued Class A-4 Note
Interest, respectively, for such Payment Date;




     (iv) fourth, to the Principal Distribution Account, the First Priority Principal
Distribution Amount for such Payment Date, which amount shall be paid in the order of
priority set forth in Section 8.4(b);




     (v) fifth, to the Reserve Account, until the amount of funds in the Reserve Account
is equal to the Targeted Reserve Account Balance;



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     (vi) sixth, to the Principal Distribution Account, the Regular Principal
Distribution Amount for such Payment Date, if any, which will be allocated to pay principal
on the Notes in the order of priority set forth in Section 8.4(b);




     (vii) seventh, to the Indenture Trustee, the SUBI Trustee, the Issuer Delaware
Trustee or the Owner Trustee, as applicable, all amounts due as compensation or indemnity
payments (to the extent not previously paid) pursuant to the terms of this Indenture, the
Origination Trust Agreement or the Trust Agreement; and




     (viii) eighth, any remaining funds shall be distributed to or at the direction of
the Certificateholder.



     (b) On each Payment Date, prior to 1:00 p.m., New York City time, the Paying Agent, in
accordance with the related Servicer Certificate and pursuant to the instructions of the Servicer,
shall transfer from the Principal Distribution Account all amounts on deposit therein and shall
distribute such amounts in the following order of priority:




     (i) first, to the Holders of the Class A-1 Notes in respect of principal, until the
Class A-1 Notes are paid in full;




     (ii) second, to the Holders of the Class A-2 Notes in respect of principal, until
the Class A-2 Notes are paid in full;




     (iii) third, to the Holders of the Class A-3 Notes in respect of principal, until
the Class A-3 Notes are paid in full; and




     (iv) fourth, to the Holders of the Class A-4 Notes in respect of principal, until
the Class A-4 Notes are paid in full.



     (c) To the extent that Available Funds for any Payment Date are insufficient to pay in
full the amounts specified in clauses (i) through (iv) of Section 8.4(a) on
any Payment Date (the “Available Funds Shortfall Amount”), the Indenture Trustee shall
withdraw funds on deposit in the Reserve Account in accordance with the related Servicer
Certificate and pursuant to the instructions of the Servicer to make such payments. After giving
effect to all payments set forth in the preceding sentence, funds shall also be withdrawn from the
Reserve Account in accordance with Section 8.4(d).



     (d) If on any Payment Date, after giving effect to all deposits to and withdrawals from
the Reserve Account, the amount on deposit in the Reserve Account exceeds the Targeted Reserve
Account Balance, the Indenture Trustee shall distribute any such excess to or at the direction of
the Certificateholder. Upon any such distributions to the Certificateholder, the Noteholders will
have no further rights in, or claims to such amounts.



     (e) On each Payment Date or Redemption Date, from the amounts allocated therefor in
accordance with Section 8.4(a) and Section 8.4(b), the Paying Agent shall duly and
punctually distribute payments of principal and interest on the Notes due and payable by check
mailed to the Person whose name appears as the registered Holder of a Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the related Record Date,
except that



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with respect to Notes registered on the Record Date in the name of the nominee of DTC
(initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such checks shall be mailed to the
Person entitled thereto at the address of such Person as it appears on the Note Register as of the
applicable Record Date without requiring that the Note be submitted for notation of payment. Any
reduction in the principal amount of any Note (or any one or more Predecessor Notes) affected by
any payments made on any Payment Date or Redemption Date shall be binding upon all future Holders
of any Note issued upon the registration of transfer thereof or in exchange hereof or in lieu
hereof, whether or not noted thereon. Amounts properly withheld under the Code by any Person from
payment to any Noteholder of interest or principal shall be considered to have been paid by the
Indenture Trustee to such Noteholder for purposes of this Indenture. If funds are expected to be
available pursuant to a notice delivered to the Indenture Trustee for payment in full of the
remaining unpaid principal amount of the Notes on a Payment Date or Redemption Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify each Person who was the
registered Holder of a Note as of the Record Date preceding the most recent Payment Date or
Redemption Date by notice mailed within 30 days (and not less than 15 days) of such Payment Date or
Redemption Date and the amount then due and payable shall be payable only upon presentation and
surrender of the Note at the Corporate Trust Office of the Indenture Trustee or at the office of
the Indenture Trustee’s agent appointed for such purposes located in The City of New York.




     (f) On each Payment Date, the Indenture Trustee shall send by first class mail or other
reasonable means (including, but not limited to, the posting on the Indenture Trustee’s website at
https://tss.sfs.db.com/investpublic) an unaudited report (which may be or may be based upon the
Servicer Certificate prepared by the Servicer) to each Person that was a Noteholder as of the close
of business on the related Record Date (which shall be Cede & Co. as shown on the applicable
Servicer Certificate as the nominee of DTC unless Definitive Notes are issued under the limited
circumstances described herein) and the Administrator (via electronic delivery in accordance with
Section 11.4) setting forth the information provided in the Servicer’s Certificate
delivered in accordance with Section 8.3 with respect to such Payment Date and the related
Collection Period. Note Owners may obtain copies of such reports upon a request in writing to the
Indenture Trustee at the Corporate Trust Office. The Indenture Trustee is obligated to notify the
Noteholders in writing of any changes in the address or means of access to the Internet website
where the reports are accessible. Assistance in using the Indenture Trustee’s website may be
obtained by calling the indenture trustee’s customer service desk at (800) 735-7777.



     (g) None of the Noteholders, the Indenture Trustee, the Owner Trustee, the Issuer Delaware
Trustee, the Transferor, the Administrator or the Servicer shall be required to refund any amounts
properly distributed or paid to them in accordance with this Indenture, regardless of whether there
are sufficient funds on any subsequent Payment Date to make in full distributions to the
Noteholders.



     Section 8.5 General Provisions Regarding Accounts.



     (a) All of the funds in the Reserve Accounts and the Collection Account (if the Servicer
is required to deposit collections in the Collection Account within two Business Days of



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identification) shall be invested and reinvested by the Indenture Trustee, until the
Outstanding Note Amount has been reduced to zero, at the direction of the Administrator, in
Permitted Investments selected by the Administrator which mature no later than the day before the
Payment Date succeeding the date of such investment. No such investment shall be sold prior to
maturity. Any investment earnings on the Reserve Account and Collection Account will be taxable to
the Certificateholder (or, if the Transferor is the Certificateholder and if the Transferor is
disregarded for tax purposes in the applicable jurisdictions, to VCI). Net investment earnings on
any Account shall be deposited in such Account.




     (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held
liable by reason of any insufficiency in any Account resulting from any loss on any Permitted
Investment included therein, except for losses attributable to the Indenture Trustee’s failure to
make payments on any such Permitted Investments issued by the Indenture Trustee in its commercial
capacity as principal obligor and not as trustee, in accordance with their terms.



     (c) If (i) the Administrator shall have failed to give investment directions for any funds
on deposit in the Reserve Account or Collection Account to the Indenture Trustee by 11:00 a.m., New
York City time (or such other time as may be agreed by the Administrator and the Indenture
Trustee), on any Business Day or (ii) a Default or Indenture Default shall have occurred and be
continuing with respect to the Notes but the Notes shall not have been declared due and payable
pursuant to Section 5.2 or (iii) if the Notes shall have been declared due and payable
following an Indenture Default and amounts collected or received from the Collateral are being
applied in accordance with Section 5.5 as if there had not been such a declaration, then
the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in
investments that are Permitted Investments in accordance with standing instructions most recently
given by the Administrator.



     Section 8.6 Release of Collateral.



     (a) Subject to the payment of its fees and expenses under Section 6.7 and the
satisfaction of the conditions set forth in Section 4.1, the Indenture Trustee may, and
when required by the provisions of this Indenture shall, execute instruments to release property
from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a
manner and under circumstances that are not inconsistent with the provisions of this Indenture. No
party relying upon an instrument executed by the Indenture Trustee as provided in this Article
shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any
conditions precedent or see to the application of any monies.



     (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding, release
any remaining portion of the Collateral that secured the Notes from the lien of this Indenture and
release to the Issuer or any other Person entitled thereto any funds then on deposit in the
Accounts. Such release shall include delivery to the Issuer or its designee of the Transaction
SUBI Certificate and release of the lien of this Indenture and transfer of dominion and control
over the Accounts to the Issuer or its designee. The Indenture Trustee shall release property from
the lien of this Indenture pursuant to this Section only upon receipt of an Issuer Request.



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     (c) Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, acknowledges that from time to time the Indenture Trustee
shall release the lien of this Indenture (or shall be deemed to automatically release the lien of
this Indenture without any further action) on any Unit to be reallocated from the Transaction SUBI
Portfolio to the UTI Portfolio in accordance with Section 2.3 of the SUBI Sale Agreement or
Section 7.12 of the Transaction SUBI Servicing Supplement.



ARTICLE IX




SUPPLEMENTAL INDENTURES



     Section 9.1 Supplemental Indentures Without Consent of Noteholders.



     (a) Except as provided in Section 9.2, without the consent of the Noteholders or
any other Person, the Issuer and the Indenture Trustee (when so directed by an Issuer Request), may
enter into one or more indentures supplemental hereto for the purpose of adding any provisions to,
or changing in any manner or eliminating any of the provisions of, this Indenture or for the
purpose of modifying in any manner the rights of the Noteholders under this Indenture subject to
satisfaction of the following conditions: (i) either (x) the Certificateholder or the
Administrator delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee
to the effect that such supplemental indenture will not materially and adversely affect the
interest of the Noteholders or (y) the Rating Agency Condition is satisfied with respect to such
supplemental indenture and (ii) such action shall not, as evidenced by an Opinion of Counsel
delivered to the Indenture Trustee, (A) affect the treatment of the Notes as debt for federal
income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax
purposes or (C) cause the Issuer, the Transferor or the Origination Trust to be classified as an
association (or publicly traded partnership) taxable as a corporation for federal income tax
purposes. Notwithstanding the foregoing, any supplement that materially and adversely affects the
interests of the Indenture Trustee, the Owner Trustee, the Issuer Delaware Trustee, the Servicer,
the Certificateholders or the Administrator shall require the prior written consent of the Persons
whose interests are materially and adversely affected. The consent of the Servicer, the
Certificateholders or the Administrator shall be deemed to have been given if the Issuer does not
receive a written objection from such Person within 10 Business Days after a written request for
such consent shall have been given.



     (b) 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 supplement, but it shall be sufficient
if such Person consents to the substance thereof.



     (c) Prior to the execution of any supplemental indenture, the Issuer shall provide each
Rating Agency with written notice of the substance of such supplement. No later than 10 Business
Days after the execution of any supplemental indenture, the Issuer shall furnish a copy of such
supplement to each Rating Agency, the Servicer, the Administrator, the Owner Trustee, the Issuer
Delaware Trustee and the Indenture Trustee.




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     (d) The Indenture Trustee is hereby authorized to join in the execution of any such
supplemental indenture and to make any further appropriate agreements and stipulations as may be
therein contained.



     (e) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section or Section 9.2, the Indenture Trustee shall mail to the
Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by
the Issuer) setting forth in general terms the substance of such supplemental indenture. Any
failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.



     Section 9.2 Supplemental Indentures with Consent of Noteholders.



     With the consent of Noteholders holding not less than a majority of the Outstanding Note
Amount, the Issuer and the Indenture Trustee, when directed by an Issuer Request, may enter into
one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing
in any manner or eliminating any of the provisions of, this Indenture or for the purpose of
modifying in any manner the rights of the Noteholders under this Indenture; provided, that no
supplemental indenture entered into under Section 9.1 or this Section shall, without the
consent of the Noteholder of each Outstanding Note affected thereby and prior notice by the Issuer
to the Rating Agencies:



     (a) 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;



     (b) reduce the percentage of the Outstanding Note Amount, the consent of the Noteholders of
which is required for any such supplemental indenture or the consent of the Noteholders of which is
required for any waiver of compliance with provisions of this Indenture or Indenture Defaults
hereunder and the consequences provided for in this Indenture;



     (c) modify or alter the provisions of the proviso to the definition of the term “Outstanding”;



     (d) reduce the percentage of the Outstanding Note Amount required to direct the Indenture
Trustee to direct the Issuer to sell the Trust Estate pursuant to Section 5.4, if the
proceeds of such sale would be insufficient to pay the Outstanding Note Amount plus accrued but
unpaid interest on the Notes;



     (e) permit the creation of any lien ranking prior to or on a parity with the lien of this
Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or
contemplated herein, terminate the lien of this Indenture on any property at any time subject
hereto or deprive any Noteholder of the security provided by the lien of this Indenture; or



     (f) impair the right to institute suit for the enforcement of payment as provided in
Section 5.7.



     Section 9.3 Execution of Supplemental Indentures. In executing, or permitting the
additional trusts created by, any supplemental indenture permitted by this Article or the



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modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and all conditions precedent to the execution have been
complied with. The Indenture Trustee may but shall not be obligated to enter into any such
supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or
indemnities under this Indenture or otherwise.




     Section 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be
modified and amended in accordance therewith with respect to the Notes affected thereby, and the
respective rights, limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Noteholders shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture shall be and shall
be deemed to be part of the terms and conditions of this Indenture for any and all purposes.



     Section 9.5 Reference in Notes to Supplemental Indentures. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article may, and if
required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee
as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture
Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the
Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.



ARTICLE X




REDEMPTION OF NOTES



     Section 10.1 Redemption.



     (a) Pursuant to Section 9.4 of the Trust Agreement, the Transferor shall be permitted
at its option to purchase the interest in the Transaction SUBI evidenced by the Transaction SUBI
Certificate from the Issuer on any Payment Date if the Outstanding Note Balance is less than or
equal to 10% of the Initial Note Balance. The purchase price for the Transaction SUBI Certificate
shall equal the Optional Purchase Price, which amount shall be deposited by the Transferor into the
Collection Account on the Redemption Date. In connection with an Optional Purchase, the Notes
shall be redeemed on the Redemption Date in whole, but not in part, for the Redemption Price.



     (b) If the Transferor exercises the Optional Purchase, on the Redemption Date, prior to 1:00
p.m., New York City time, the Paying Agent shall transfer the Optional Purchase Price from the
Collection Account to the Noteholders as the Redemption Price.



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     (c) If on any Payment Date the amount on deposit in the Reserve Account, after giving effect
to withdrawals therefrom and deposits thereto in respect of that Payment Date, is greater than or
equal to the balance of the Notes then outstanding, then such amount will be used to redeem the
then Outstanding Notes. On such Payment Date, (i) the Indenture Trustee shall transfer all amounts
on deposit in the Reserve Account to the Collection Account, (ii) the Paying Agent shall transfer
an amount equal to the Outstanding Note Amount to the Noteholders as the Redemption Price, and
(iii) the Outstanding Notes shall be redeemed in whole, but not in part, on such Payment Date.



     (d) If the Notes are to be redeemed pursuant to Sections 10.1(a) and 10.1(b)
or Section 10.1(c), the Administrator or the Issuer shall provide at least 30 days’ prior
notice of the redemption of the Notes to the Indenture Trustee and the Issuer, and the Indenture
Trustee shall provide prompt (but not later than 10 days prior to the applicable Redemption Date)
notice thereof to the Noteholders.



     Section 10.2 Form of Redemption Notice. Notice of redemption under Section
10.1 shall be given by the Indenture Trustee by first-class mail, postage prepaid, mailed to
each Holder of Notes as of the close of business on the Record Date preceding the applicable
Redemption Date at such Holder’s address appearing in the Note Register. In addition, the
Administrator shall notify each Rating Agency upon the redemption of the Notes, pursuant to the
Administration Agreement.



     All notices of redemption shall state:



     (a) the Redemption Date;



     (b) the Redemption Price;



     (c) that payments will be made only upon presentation and surrender of the Notes and the place
where the Notes to be redeemed are to be surrendered for payment of the Redemption Price (which
shall be the office or agency of the Issuer to be maintained as provided in Section 3.2);



     (d) that the Record Date otherwise applicable to the Redemption Date is not applicable;



     (e) that on the Redemption Date, the Redemption Price will become due and payable upon each
such Note and that interest thereon shall cease to accrue from and after the Redemption Date; and



     (f) the CUSIP number (if applicable to such Notes).



     Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at
the expense of the Issuer. Failure to give notice of redemption (or any defect therein) to any
Noteholder shall not impair or affect the validity of the redemption of any Note.



     Section 10.3 Notes Payable on Redemption Date. The Notes to be redeemed shall,
following notice of redemption as required by Section 10.2, become due and payable on the



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Redemption Date at the Redemption Price and (unless the Issuer shall default in the payment of
the Redemption Price) no interest shall accrue on the Notes so redeemed for any period after the
date to which accrued interest is calculated for purposes of calculating the Redemption Price.




ARTICLE XI




MISCELLANEOUS



     Section 11.1 Compliance Certificates and Opinions.



     (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Indenture Trustee shall be entitled to receive from or
on behalf of the Issuer (i) an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with, (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, and (iii) in the case of conditions precedent compliance with which
is subject to verification by accountants, a certificate or opinion of an accountant that satisfies
TIA Section 314(c)(3).



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:




     (i) a statement that each signatory of such certificate or opinion has read or
has caused to be read such covenant or condition and the definitions herein relating
thereto;




     (ii) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or
opinion are based;




     (iii) a statement that, in the opinion of each such signatory, such signatory
has made such examination or investigation as is necessary to enable such signatory
to express an informed opinion as to whether or not such covenant or condition has
been complied with; and




     (iv) a statement as to whether, in the opinion of each such signatory, such
condition or covenant has been complied with.



     (b) In addition to any obligation imposed in Section 11.1(a) or elsewhere in this
Indenture:




     (i) Prior to the deposit of any Collateral or other property or securities with
the Indenture Trustee that is to be made the basis for the release of any property
or securities subject to the lien of this Indenture, the Issuer shall furnish to the
Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each
Person signing such certificate as to the fair value (within 90 days of such
deposit) to the Issuer of the Collateral or other property or securities to be so
deposited.



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     (ii) Whenever the Issuer is required to furnish to the Indenture Trustee an
Officer’s Certificate certifying or stating the opinion of any signer thereof as to
the matters described in clause (i) above, the Issuer shall also deliver to
the Indenture Trustee an Independent Certificate as to the same matters, if the fair
value of the property or securities to be so deposited and of all other such
securities made the basis of any such withdrawal or release since the commencement
of the then-current calendar year of the Issuer, as set forth in the certificates
delivered pursuant to clause (i) above and this clause, is 10% or more of
the Outstanding Note Amount, but such a certificate need not be furnished with
respect to any securities so deposited, if the fair value thereof to the Issuer as
set forth in the related Officer’s Certificate is less than $25,000 or less than 1%
of the Outstanding Note Amount.




     (iii) Other than as contemplated by Section 11.1(b)(v), whenever any
property or securities are to be released from the lien of this Indenture, the
Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate
certifying or stating the opinion of each Person signing such certificate as to the
fair value (within 90 days of such release) of the property or securities proposed
to be released and stating that in the opinion of such Person, the proposed release
will not impair the security under this Indenture in contravention of the provisions
hereof.




     (iv) Whenever the Issuer is required to furnish to the Indenture Trustee an
Officer’s Certificate certifying or stating the opinion of any signer thereof as to
the matters described in clause (iii) above, the Issuer shall also furnish
to the Indenture Trustee an Independent Certificate as to the same matters, if the
fair value of the property or securities and of all other property, or securities
(other than property described in clauses (A) or (B) of Section
11.1(b)(v)) released from the lien of this Indenture since the commencement of
the then current calendar year, as set forth in the Officer’s Certificates required
by clause (iii) above and this clause, equals 10% or more of the Outstanding
Note Amount, but such Officer’s Certificate need not be furnished in the case of any
release of property or securities if the fair value thereof as set forth in the
related Officer’s Certificate is less than $25,000 or less than 1% of the
Outstanding Note Amount.




     (v) Notwithstanding Section 2.9 or any other provision of this Section,
the Issuer may (A) collect, liquidate, sell or otherwise dispose of the Collateral
as and to the extent permitted or required by the Transaction Documents and (B) make
cash payments out of the Accounts as and to the extent permitted or required by the
Transaction Documents.



     Section 11.2 Form of Documents Delivered to the Indenture Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such



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Persons as to other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.




     Any certificate or opinion of an Authorized Officer may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel. Any such
certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of or representations by an officer or officers of
the Servicer, the Administrator, the Transferor or the Issuer, stating that the information with
respect to such factual matters is in the possession of the Servicer, the Administrator, the
Transferor or the Issuer.



     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



     Whenever in this Indenture, in connection with any application or certificate or report to the
Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the
granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is
intended that the truth and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts and opinions stated
in such document shall in such case be conditions precedent to the right of the Issuer to have such
application granted or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy
of any statement or opinion contained in any such document as provided in Article VI.



     Section 11.3 Acts of Noteholders.



     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Noteholders in person or by
agents duly appointed in writing; and except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Indenture Trustee,
and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Noteholders signing such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if
made in the manner provided in this Section.



     (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved in any manner that the Indenture Trustee deems sufficient.



     (c) The ownership of Notes shall be proved by the Note Register.



     (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Note shall bind the Holder of every Note issued upon the registration thereof or
in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered



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to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation
of such action is made upon such Note.




     Section 11.4 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 on Schedule II hereto or at such other address as any party shall have
provided to the other parties in writing. 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 11.5 Notices to Noteholders; Waiver. Where this Indenture provides for notice
to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first class, postage prepaid to each Noteholder
affected by such event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor
any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of
such notice with respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.



     Where this Indenture provides for notice in any manner, such notice may be waived in writing
by any Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the
Indenture Trustee but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.



     In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders
when such notice is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.



     Where this Indenture provides for notice to each Rating Agency, failure to give such notice
shall not affect any other rights or obligations created hereunder, and shall not under any
circumstance constitute an Indenture Default.



     Section 11.6 Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.



     Section 11.7 Successors and Assigns. All covenants and agreements in this Indenture
and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not.
All agreements of the Indenture Trustee in this Indenture shall bind its successors.



     Section 11.8 Severability. In case any provision in this Indenture or in the Notes
shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



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     Section 11.9 Benefits of Indenture. Nothing in this Indenture or in the Notes,
expressed or implied, shall give to any Person, other than the parties hereto and their successors
hereunder, the Noteholders (and, with respect to Sections 8.3 and 8.4, the
Certificateholders), any other party secured hereunder and any other Person with an ownership
interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.



     Section 11.10 Legal Holidays. In any case where the date on which any payment is due
shall not be a Business Day, then (notwithstanding any other provision of the Notes or this
Indenture) payment need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date on which nominally due, and no interest
shall accrue for the period from and after any such nominal date.



     Section 11.11 Governing Law. THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAW
PROVISIONS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.



     Section 11.12 Counterparts. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



     Section 11.13 Recording of Indenture. If this Indenture is subject to recording in
any appropriate public recording offices, such recording is to be effected by the Issuer
accompanied by an Opinion of Counsel reasonably acceptable to the Indenture Trustee) to the effect
that such recording is necessary either for the protection of the Noteholders or any other Person
secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee
under this Indenture.



     Section 11.14 Trust Obligation; No Recourse. Each Noteholder or Note Owner, by
acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants
and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee, the Issuer Delaware Trustee or the Indenture Trustee on the Notes
or under this Indenture or any certificate or other writing delivered in connection herewith or
therewith, against (i) the Indenture Trustee, the Transaction SUBI Trustee, the Owner Trustee or
the Issuer Delaware Trustee in their respective individual capacities, (ii) any Certificateholder
or any other owner of a beneficial interest in the Issuer, (iii) the Servicer, the Administrator or
the Origination Trust or (iv) any partner, owner, beneficiary, agent, officer, director, employee,
successor or assign of any Person described in clauses (i), (ii) and (iii)
above, except as any such Person may have expressly agreed (it being understood that the Indenture
Trustee, the SUBI Trustee, the Owner Trustee and the Issuer Delaware Trustee have no such
obligations in their individual capacity) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for
stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.



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     Section 11.15 No Petition. With respect to each Bankruptcy Remote Party, each of the
Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by
accepting a Note or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants
and agrees that prior to the date which is one year and one day after payment in full of all
obligations under each Financing (i) 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, a trustee, receiver, liquidator, custodian or other
similar official with respect to such Bankruptcy Remote Party or any substantial part of its
property or to consent to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party,
or to make a general assignment for the benefit of any party hereto or any other creditor of such
Bankruptcy Remote Party, and (ii) none of the parties 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 11.16 Limitation of Liability of Owner Trustee. Notwithstanding anything
contained herein to the contrary, this instrument has been countersigned by Citibank, N.A. not in
its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event
shall Citibank, N.A. in its individual capacity or any beneficial owner of the Issuer have any
liability for the representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer.



     Section 11.17 TIA Incorporation and Conflicts. The provisions of TIA Sections 310
through 317 that impose duties on any Person (including the provisions automatically deemed
included herein unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein. If any provision hereof limits, qualifies
or conflicts with another provision hereof that is required to be included in this Indenture by any
of the provisions of the TIA, such required provision shall control.



     Section 11.18 Intent.



     (a) It is the intent of the Issuer that the Notes constitute indebtedness for all financial
accounting purposes and the Issuer agrees and each purchaser of a Note (by virtue of the
acquisition of such Note or an interest therein) shall be deemed to have agreed, to treat the Notes
as indebtedness for all financial accounting purposes.



     (b) It is the intent of the Issuer that the Notes constitute indebtedness of the Issuer for
all tax purposes and the Issuer agrees and each purchaser of a Note (by virtue of the acquisition
of such Note or an interest therein) shall be deemed to have agreed to treat the Notes as
indebtedness for all federal, state and local income and franchise tax purposes.



     Section 11.19 Each SUBI Separate; Assignees of SUBI. Each of the Indenture Trustee,
by entering into this Indenture, and each Noteholder or Note Owner, by accepting a Note, or, in the
case of a Note Owner, a beneficial interest in a Note, hereby covenants and



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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 and 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 Other 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 11.20 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
Indenture 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 11.4 of this
Indenture;



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     (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, 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
Indenture, any other Transaction Document, or any matter arising hereunder or thereunder.



     Section 11.21 Subordination of Claims. Each Noteholder or Note Owner, by accepting a
Note, or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and agrees
that, to the extent such Person is deemed to have any interest in any assets of the Transferor, or
a securitization vehicle (other than the Issuer) related to the Transferor, dedicated to other debt
obligations of the Transferor or debt obligations of any other securitization vehicle (other than
the Issuer) related to the Transferor, such Person’s interest in those assets is subordinate to
claims or rights of such other debtholders to those other assets. Furthermore, each Noteholder or
Note Owner, by accepting a Note, or, in the case of a Note Owner, a beneficial interest in a Note,
hereby covenants and agrees that such agreement constitutes a subordination agreement for purposes
of Section 510(a) of the Bankruptcy Code.



     Section 11.22 Information Requests. The parties hereto shall provide any information
reasonably requested by the Servicer, the Issuer, the Transferor or any of their Affiliates, at the
expense of the Servicer, the Issuer, the Transferor or any of their Affiliates, as applicable, in
order to comply with or obtain more favorable treatment under any current or future law, rule,
regulation, accounting rule or principle.



     Section 11.23 Regulation AB Information to be Provided by the Indenture Trustee.



     (a) For so long as the Transferor is filing reports under the Exchange Act with respect to the
Issuer, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, notify
the Transferor, in writing, of any Form 10-D Disclosure Item with respect to the Indenture Trustee,
together with a description of any such Form 10-D Disclosure Item in form and substance reasonably
satisfactory to the Transferor; provided, however, that the Indenture Trustee shall not be required
to provide such information in the event that there has been no change to the information
previously provided by the Indenture Trustee to Transferor, and (ii) as promptly as practicable
following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes
to such information, provide to the Transferor, in writing, such updated information.



     (b) As soon as available but no later than March 15 of each calendar year for so long as the
Transferor is filing reports under the Exchange Act with respect to the Issuer, commencing in March
15, 2011, the Indenture Trustee shall:




     (i) deliver to the Transferor a report regarding the Indenture Trustee’s assessment of
compliance with the Servicing Criteria during the immediately preceding calendar year, as
required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122
of Regulation AB. Such report shall be signed by an authorized officer of the Indenture
Trustee, and shall address each of the Servicing



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Criteria specified in Exhibit B or such criteria as mutually agreed upon by the
Transferor and the Indenture Trustee;




     (ii) cause a firm of registered public accountants that is qualified and independent
with the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver a report
for inclusion in the Transferor’s filing of Exchange Act Form 10-K with respect to the
Issuer that attests to, and reports on, the assessment of compliance made by the Indenture
Trustee and delivered to the Transferor pursuant to the preceding paragraph. Such
attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
the Securities Act and the Exchange Act;




     (iii) in the event that modifications are required to the report regarding the
Indenture Trustee’s assessment of compliance with the Servicing Criteria or the registered
public accountants report after the delivery of such reports in accordance with clauses
(i) and (ii) of this Section 11.23(b) as a result of written
communications received by the Transferor from the Commission or otherwise, then the
Indenture Trustee as promptly as practicable following notice to a Responsible Officer of
the Indenture Trustee shall provide to the Transferor such modified reports, the costs and
expenses incurred therewith shall be paid by the Administrator;




     (iv) deliver to the Transferor and any other Person that will be responsible for
signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d)
and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act) on
behalf of the Issuer or the Transferor substantially in the form attached hereto as
Exhibit C or such form as mutually agreed upon by the Transferor and the Indenture
Trustee; and




     (v) notify the Transferor in writing of any affiliations or relationships (as described
in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party,
provided, that no such notification need be made if the affiliations or relationships are
unchanged from those provided in the notification in the prior calendar year.


The Indenture Trustee acknowledges that the parties identified in clause (iv) above may
rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a
Sarbanes Certification and filing such with the Commission.




     Section 11.24 Form 8-K Filings. So long as the Transferor is filing Exchange Act
Reports with respect to the Issuer, the Indenture Trustee shall promptly notify the Transferor, but
in no event later than one (1) Business Day after its occurrence, of any Reportable Event of which
a Responsible Officer of the Indenture Trustee has actual knowledge (other than a Reportable Event
described in clause (a) or (b) of the definition thereof as to which the Transferor
or the Servicer has actual knowledge). The Indenture Trustee shall be deemed to have actual
knowledge of any such event to the extent that it relates to the Indenture Trustee or any action or
failure to act by the Indenture Trustee.



     Section 11.25 [Reserved].



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     Section 11.26 Waiver of Special, Indirect and Consequential Damages. Notwithstanding
anything to the contrary contained herein, in no event shall Deutsche Bank Trust Company Americas
be liable for special, indirect or consequential damages of any kind whatsoever, including but not
limited to lost profits, even if Deutsche Bank Trust Company Americas has been advised of the
likelihood of such loss or damage and regardless of the form of action.



     Section 11.27 Compliance with Applicable Anti-Terrorism and Anti-Money Laundering
Regulations. In order to comply with laws, rules and regulations applicable to banking
institutions, including those relating to the funding of terrorist activities and money laundering,
the Indenture Trustee is required to obtain, verify and record certain information relating to
individuals and entities which maintain a business relationship with the Indenture Trustee.
Accordingly, the Issuer agrees to provide, and agrees to cause the Administrator and the Servicer
to provide, to the Indenture Trustee upon its request from time to time such identifying
information and documentation as may be reasonably available to such party without undue expense
in order to enable the Indenture Trustee to comply with applicable law.



[Signature Pages to Follow]







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     IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly
executed by their respective officers, thereunto duly authorized, all as of the day and year first
above written.



	 	 	 	 	 
	 	VOLKSWAGEN AUTO LEASE TRUST 2010-A,

as Issuer

 	 
	 	By:  	Citibank, N.A.,
 not in its individual capacity but solely as

Owner Trustee
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





	 	 	 	 	 

	 

	 	 
	 	Indenture (VALT 2010-A)







S-1









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

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





	 	 	 	 	 

	 

	 	 
	 	Indenture (VALT 2010-A)






S-2









 






	 	 	 	 	 



SCHEDULE I




PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS





     In addition to the representations, warranties and covenants contained in this Indenture, the
Issuer hereby represents, warrants, and covenants to the Indenture Trustee as follows on the
Closing Date:


1. The Indenture creates a valid and continuing security interest (as defined in the applicable
UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all
other Adverse Claims and is enforceable as such as against creditors of and purchasers from the
Issuer.



2. The Transaction SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated
security,” or “tangible chattel paper,” within the meaning of the applicable UCC. The Accounts and
all subaccounts thereof, constitute either deposit accounts or securities accounts.



3. All of the Collateral that constitutes securities entitlements has been or will have been
credited to one of the Accounts. The securities intermediary for each Account has agreed to treat
all assets credited to the Accounts as “financial assets” within the meaning of the applicable UCC.



4. The Issuer owns and has good and marketable title to the Collateral free and clear of any
Adverse Claims, claim or encumbrance of any Person, excepting only liens for taxes, assessments or
similar governmental charges or levies incurred in the ordinary course of business that are not yet
due and payable or as to which any applicable grace period shall not have expired, or that are
being contested in good faith by proper proceedings and for which adequate reserves have been
established, but only so long as foreclosure with respect to such a lien is not imminent and the
use and value of the property to which the Adverse Claim attaches is not impaired during the
pendency of such Proceeding.



5. The Issuer has received all consents and approvals to the grant of the security interest in the
Collateral hereunder to the Indenture Trustee required by the terms of the Collateral that
constitutes instruments or payment intangibles.



6. The Issuer has received all consents and approvals required by the terms of the Collateral that
constitutes securities entitlements, certificated securities or uncertificated securities to the
transfer to the Indenture Trustee of its interest and rights in the Collateral hereunder.



7. The Issuer has caused or will have caused, within ten days after the effective date of the
Indenture, the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security interest in the
Collateral granted to the Indenture Trustee hereunder.



8. With respect to Collateral that constitutes an instrument or tangible chattel paper, either:







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     (i) All original executed copies of each such instrument or tangible chattel paper
have been delivered to the Indenture Trustee; or




     (ii) Such instruments or tangible chattel paper are in the possession of a custodian
and the Indenture Trustee has received a written acknowledgment from such custodian that
such custodian is holding such instruments or tangible chattel paper solely on behalf and
for the benefit of the Indenture Trustee; or




     (iii) A custodian received possession of such instruments or tangible chattel paper
after the Indenture Trustee received a written acknowledgment from such custodian that such
custodian is acting solely as agent of the Indenture Trustee.


9. With respect to the Accounts and all subaccounts thereof that constitute deposit accounts,
either:





     (i) The Issuer has delivered to the Indenture Trustee a fully executed agreement
pursuant to which the bank maintaining the deposit accounts has agreed to comply with all
instructions originated by the Indenture Trustee directing disposition of the funds in the
Accounts without further consent by the Issuer; or




     (ii) The Issuer has taken all steps necessary to cause the Indenture Trustee to become
the account holder of the Accounts.


10. With respect to Collateral or Accounts or subaccounts thereof that constitute securities
accounts or securities entitlements, either:





     (i) The Issuer has caused or will have caused, within ten days after the effective
date of the Indenture, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order to perfect the
security interest granted in the Collateral to the Indenture Trustee;




     (ii) The Issuer has delivered to the Indenture Trustee a fully executed agreement
pursuant to which the securities intermediary has agreed to comply with all instructions
originated by the Indenture Trustee relating to the Accounts without further consent by the
Issuer; or




     (iii) The Issuer has taken all steps necessary to cause the securities intermediary to
identify in its records the Indenture Trustee as the person having a security entitlement
against the securities intermediary in the Accounts.


11. With respect to Collateral that constitutes certificated securities (other than securities
entitlements), all original executed copies of each security certificate that constitutes or
evidences the Collateral have been delivered to the Indenture Trustee, and each such security
certificate either (i) is in bearer form, (ii) has been indorsed by an effective indorsement to the
Indenture Trustee or in blank, or (iii) has been registered in the name of the Indenture Trustee.



Other than the transfer of the Transaction SUBI and the Transaction SUBI Certificate from VCI to
the Transferor under the SUBI Sale Agreement, the transfer of the Transaction SUBI and the






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Transaction SUBI Certificate from the Transferor to the Issuer under the SUBI Transfer Agreement
and the security interest in the Collateral granted to the Indenture Trustee pursuant to the
Indenture, none of VCI, the Transferor or the Issuer has pledged, assigned, sold, granted a
security interest in, or otherwise conveyed any of the Collateral or the Accounts or any
subaccounts thereof. The Issuer has not authorized the filing of, and is not aware of any
financing statements against the Issuer that include a description of collateral covering the
Collateral or the Accounts or any subaccount thereof other than any financing statement relating to
the security interest granted to the Indenture Trustee hereunder or that has been terminated.



12. None of the instruments, certificated securities or tangible chattel paper that constitute or
evidence the Collateral has any marks or notations indicating that they have been pledged, assigned
or otherwise conveyed to any Person other than the Indenture Trustee.



13. Neither the Accounts nor any subaccounts thereof are in the name of any person other than the
Issuer or the Indenture Trustee. The Issuer has not consented to the securities intermediary of
any Account to comply with entitlement orders of any person other than the Indenture Trustee.









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SCHEDULE II




NOTICE ADDRESSES




If to the Issuer:




Volkswagen Auto Lease Trust 2010-A

c/o Citibank, N.A.

338 Greenwich Street, Floor 14

New York, New York 10013

Attention: Louis Piscitelli



with copies to the Administrator, VW Credit, Inc., the Indenture Trustee




If to the Owner Trustee:




Citibank, N.A.

338 Greenwich Street, Floor 14

New York, New York 10013

Attention: Louis Piscitelli




If to Issuer Delaware Trustee:




Citigroup Trust – Delaware, N.A.

222 Delaware Avenue, 14th Floor

Wilmington, Delaware 19810

Attention: William Hearn




If to the Indenture Trustee:




Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

Structured Finance Services — Trust & Securities Services

100 Plaza One, 6th Floor – MS JCY03 – 0699

Jersey City, New Jersey 07311-3901

telephone no: 201-593-8420

telecopier no. 212-553-2461.

Attention: Volkswagen Auto Lease Trust 2010-A




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If to VCI, the Servicer or the Administrator:




VW Credit, Inc.

2200 Ferdinand Porsche Drive

Herdon, VA 20171

(telecopier no. (703) 364-7077)

Attention: Treasurer



with a copy to:




VW Credit, Inc.

2200 Ferdinand Porsche Drive

Herdon, VA 20171

(telecopier no. (703) 364-7077)

Attention: General Counsel




If to Moody’s:



Via electronic delivery for all relevant monthly information (including the reports required by
Section 8.4(f)) to ServicerReports@Moodys.com




Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, NY 10007

(telecopier no. (212) 298-7139)

Attention: ABS Monitoring Group




If to Standard & Poor’s:



Via electronic delivery to Service_reports@sandp.com




Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041

(telecopier no. (212) 438-2664)

Attention: Asset Backed Surveillance Group




If to the SUBI Trustee, the UTI Trustee or the Administrative Trustee:




U.S. Bank, National Association

209 S. LaSalle Street

Suite 300

Chicago, Illinois 60604

Attention: Corporate Trust Department




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If to the Delaware Trustee:




Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration





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EXHIBIT A




FORM OF NOTE



	 	 	 	 	 

	REGISTERED

	 	 	 	$___________________
	No. R-_______

	 	 
	 	CUSIP NO. ___________
	 

	 	 	 	ISIN NO. _____________






SEE REVERSE FOR CERTAIN DEFINITIONS



     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



     TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION
AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE.



     THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS
DEBT SOLELY OF THE ISSUER FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, FRANCHISE AND/OR VALUE
ADDED TAX PURPOSES.



     EACH PURCHASER OR TRANSFEREE OF THIS NOTE, BY ITS ACCEPTANCE OF THIS NOTE, WILL BE DEEMED TO
HAVE REPRESENTED THAT (A) IT IS NOT ACQUIRING THE NOTE (OR ANY INTEREST THEREIN) WITH THE ASSETS
OF, ANY “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” AS
DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” OF THE FOREGOING OR ANY OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE; OR (B)(I) THE NOTES ARE RATED AT LEAST “BBB-” OR
ITS EQUIVALENT BY A NATIONALLY RECOGNIZED STATISTICAL RATING AGENCY AT THE TIME OF PURCHASE OR
TRANSFER AND



A-1









 




(II) ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTE WILL NOT GIVE RISE TO A NONEXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, A NONEXEMPT
VIOLATION OF ANY SIMILAR APPLICABLE LAW).











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VOLKSWAGEN AUTO LEASE TRUST 2010-A




[•]% ASSET BACKED NOTE, CLASS [A-1] [A-2] [A-3] [A-4]


VOLKSWAGEN AUTO LEASE TRUST 2010-A, a Delaware statutory trust (including any permitted successors
and assigns, the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of _____________________ Dollars ($[•]) in monthly
installments on the 20th of each month, or if such day is not a Business Day, on the immediately
succeeding Business Day, commencing on [_______], 2010 (each, a “Payment Date”) until the
principal of this Note is paid or made available for payment, and to pay interest on each Payment
Date on the Class [A-1] [A-2] [A-3] [A-4] Note Balance as of the preceding Payment Date (after
giving effect to all payments of principal made on the preceding Payment Date), or as of the
Closing Date in the case of the first Payment Date or if no interest has yet been paid, at the rate
per annum shown above (the “Interest Rate”), in each case and to the extent described
below; provided, however, that the entire Class [A-1], [A-2] [A-3] [A-4] Note Balance shall be due
and payable on the earlier of __________, 20__ (the “Final Scheduled Payment Date”), (ii)
the Redemption Date, if any, pursuant to Section 10.1 of the Indenture, and (iii) the date
the Notes are accelerated after an Indenture Default pursuant to Section 5.2 of the
Indenture. Interest on this Note will accrue for each Payment Date from and including [the
preceding Payment Date (or, in the case of the initial Payment Date or if no interest has yet been
paid, from and including the Closing Date) to but excluding such Payment Date]1 [the
20th day of the prior calendar month (or, in the case of the Initial Payment Date from
and including the Closing Date) to but excluding the 20th day of the calendar month in
which the Payment Date occurs]2. Interest will be computed on the basis of [actual days
elapsed and a 360-day year]3 [a 360-day year of twelve 30-day months]4. The
Issuer shall pay interest on overdue installments of interest at the Interest Rate to the extent
lawful. Such principal of and interest on this Note shall be paid in the manner specified on the
reverse hereof.




     The principal of and interest on this Note are payable in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this Note.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee the
name of which appears below by manual signature, this Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.





 




			
	1	 	Insert for the Class A-1 Notes.
	 
	2	 	Insert for the Class A-2, A-3, A-4 Notes.
	 
	3	 	Insert for the Class A-1 Notes.
	 
	4	 	Insert for the Class A-2, A-3, A-4 Notes.




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     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or by
facsimile, by its Authorized Officer as of the date set forth below.



     Dated: ____________, 2010



	 	 	 	 	 
	 	VOLKSWAGEN AUTO LEASE

TRUST 2010-A,



By: Citibank, N.A., not in its individual capacity

but solely as Owner Trustee

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the Notes designated above and referred to in the within-mentioned Indenture.




Dated: ____________, 2010,

as Indenture Trustee



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: 	 	 



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[REVERSE OF NOTE]





     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its “[•]%
Asset Backed Notes, Class [A-1] [A-2] [A-3] [A-4]” (herein called the “Notes”) issued under
an Indenture, dated as of November 4, 2010 (such indenture, as supplemented or amended, is herein
called the “Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as
trustee (the “Indenture Trustee”), which term includes any successor Indenture Trustee
under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have
the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.



     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are and
will be equally and ratably secured by the Collateral pledged as security therefor as provided in
the Indenture. However, to the extent provided in the Indenture and prior to an acceleration of
the principal amount of the Notes after an Indenture Default, each Class will receive principal
payments sequentially so no principal payments shall be made in respect of the Class A-2 Notes
until the Class A-1 Notes have been paid in full, no principal payments shall be made in respect of
the Class A-3 Notes until the Class A-2 Notes have been paid in full, and no principal payments
shall be made in respect of the Class A-4 Notes until the Class A-3 Notes have been paid in full.
All covenants and agreements made by the Issuer in the Indenture are for the benefit of the Holders
of the Notes.



     Principal payable on the Notes will be paid on each Payment Date in the amount specified in
the Indenture. As described above, the entire unpaid principal amount of this Note will be payable
on the earlier of the Final Scheduled Payment and the Redemption Date, if any, selected pursuant to
the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid
principal amount of the Notes shall be due and payable following the occurrence and continuance of
an Indenture Default, as described in the Indenture. In such an event, principal payments on the
Class A-1 Notes shall be made first and principal payments on the remaining Classes of Notes shall
be made pro rata to the Noteholders entitled thereto.



     Payments of principal and interest on this Note due and payable on each Payment Date,
Redemption Date or upon acceleration shall be made by check mailed to the Person whose name appears
as the registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of
the close of business on the related Record Date, except that with respect to Notes registered on
the Record Date in the name of the nominee of The Depository Trust Company (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the applicable Record Date
without requiring that this Note be submitted for notation of payment. Any reduction in the
principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made
on any Payment Date or Redemption Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not noted hereon. If funds are expected to be available, as provided in the Indenture,
for payment in full of the remaining



A-6









 




unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture
Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered
Holder hereof as of the Record Date preceding such Payment Date or Redemption Date by notice mailed
within 30 days (and not less than 15 days) of such Payment Date or Redemption Date and the amount
then due and payable shall be payable only upon presentation and surrender of this Note at the
Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s agent
appointed for such purposes located in The City of New York.




     As provided in the Indenture, the Transferor will be permitted at its option to purchase the
interest in the Transaction SUBI evidenced by the Transaction SUBI Certificate from the Issuer on
any Payment Date if, either before or after giving effect to any payment of principal required to
be made on such Payment Date, the Outstanding Note Balance is less than or equal to 10% of the
Initial Note Balance. The purchase price for the Transaction SUBI Certificate shall equal the
greater of (a) the Note Balance, together with accrued interest thereon up to but not including the
Redemption Date and (b) the aggregate Securitization Value of the Included Units as of the last day
of the Collection Period immediately preceding the Redemption Date (the “Optional Purchase
Price”), which amount shall be deposited by the Transferor into the Collection Account on the
Payment Date fixed for redemption. In connection with an Optional Purchase, the Notes will be
redeemed on such Payment Date in whole, but not in part, for the Redemption Price.



     In addition, as provided in the Indenture, if on any Payment Date the amount on deposit in the
Reserve Account, after giving effect to withdrawals therefrom and deposits thereto in respect of
that Payment Date, is greater than or equal to the balance of the Notes then outstanding, such
amount will be used to redeem the then Outstanding Notes.



     As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture. No service charge will be charged for any registration of transfer or exchange of this
Note, but the transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration of transfer or
exchange.



     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Issuer Delaware
Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other
writing delivered in connection herewith or therewith against (i) the Indenture Trustee, the Owner
Trustee in its individual capacity, or the Issuer Delaware Trustee in its individual capacity, (ii)
any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent,
officer, director or employee of the Indenture Trustee, the Owner Trustee in its individual
capacity, the Issuer Delaware Trustee in its individual capacity, any Holder of a beneficial
interest in the Issuer, the Owner Trustee, the Issuer Delaware Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee, the Owner Trustee in its individual capacity,
or the Issuer Delaware Trustee in its individual capacity except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall



A-7









 




be fully liable, to the extent provided by applicable law, for any unpaid consideration for
stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.




     Each Noteholder or Note Owner, by accepting a Note, or, in the case of a Note Owner, a
beneficial interest in a Note, covenants and agrees that, to the extent such Person is deemed to
have any interest in any assets of the Transferor, or a securitization vehicle (other than the
Issuer) related to the Transferor, dedicated to other debt obligations of the Transferor or debt
obligations of any other securitization vehicle (other than the Issuer) related to the Transferor,
such Person’s interest in those assets is subordinate to claims or rights of such other debtholders
to those other assets. Furthermore, each Noteholder or Note Owner, by accepting a Note, or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that such agreement
constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.



     It is the intent of the Issuer that the Notes constitute indebtedness for all financial
accounting and tax purposes and the Issuer agrees and each purchaser of a Note (by virtue of the
acquisition of such Note or an interest therein) shall be deemed to have agreed, to treat the Notes
as indebtedness for all financial accounting and tax purposes.



     Each purchaser or transferee of a Note, by its acceptance of that Note, will be deemed to have
represented that (a) it is not acquiring the Note (or any interest therein) with the assets of, any
“employee benefit plan” as defined in Section 3(3) of ERISA which is subject to Title I of ERISA, a
“plan” as defined in and subject to Section 4975 of the Code, an entity whose underlying assets
include “plan assets” of the foregoing or any other employee benefit plan or arrangement that is
subject to a law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code;
or (b)(i) the Notes are rated at least “BBB-” or its equivalent by a nationally recognized
statistical rating agency at the time of purchase or transfer and (ii) its acquisition, holding and
disposition of such Note will not give rise to a nonexempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code (or, a nonexempt violation of any similar applicable law).



     The Notes represent obligations of the Issuer only and do not represent interests in, recourse
to or obligations of the Transferor, the UTI Beneficiaries or any of their respective Affiliates.



     With respect to each Bankruptcy Remote Party, each Noteholder or Note Owner, by acceptance of
a Note, or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and
agrees that prior to the date which is one year and one day after payment in full of all
obligations under each Financing (i) such Noteholder or Note Owner shall not authorize such
Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other
Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy
Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver,
liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any
substantial part of its property or to consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other Proceeding commenced against
such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto
or any other creditor of such Bankruptcy Remote Party, and (ii) such Noteholder or



A-8









 




Note Owner shall not commence or join with any other Person in commencing any Proceeding
against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or
insolvency law or statute now or hereafter in effect in any jurisdiction. Each Noteholder or Note
Owner agrees that, prior to the date which is one year and one day after the payment in full of all
obligations under each Financing, it will not institute against, or join any other Person in
instituting against, any Bankruptcy Remote Party an action in bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or similar Proceeding under the laws of the
United States or any State of the United States.




     Prior to the due presentment for registration of transfer of this Note, the Owner Trustee, the
Indenture Trustee and any agent of the Owner Trustee or the Indenture Trustee may treat the Person
in whose name this Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and neither the Owner Trustee, the Indenture Trustee nor any such agent shall be
affected by notice to the contrary.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Noteholders
under the Indenture at any time by the Issuer with the consent of Noteholders representing not less
than a majority of the Outstanding Note Amount. The Indenture also contains provisions permitting
Noteholders representing specified percentages of the Outstanding Note Amount, on behalf of all
Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain
past Indenture Defaults and their consequences. Any such consent or waiver by the Noteholder of
this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such
Noteholder and upon all future Noteholders of this Note and of any note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of
such consent or waiver is made upon this Note. The Indenture also permits the Issuer and the
Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without
the consent of the Noteholders.



     The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.



     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE NOTEHOLDER OR
NOTE OWNER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a
beneficial interest in a Note, covenants 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 and
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,



A-9









 




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 Other 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 and each Other SUBI Portfolio and in
the event that such release is not given effect, to fully subordinate all claims it may be deemed
to have against the assets of the Origination Trust allocated to the UTI Portfolio and each Other
SUBI Portfolio.











A-10









 








ASSIGNMENT



Social Security or taxpayer I.D. or other identifying number of assignee: _______________




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_____________________ (name and address of assignee) the within Note and all rights thereunder, and
hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.


Dated: (1) Signature Guaranteed:






 





			
	(1)	 	The signature to this assignment must correspond with the name of the registered owner as
it appears on the face of the within Note in every particular, without alteration, enlargement or
any change whatsoever.



A-11











 





EXHIBIT B




SERVICING CRITERIA TO BE ADDRESSED IN

INDENTURE TRUSTEE’S ASSESSMENT OF COMPLIANCE


The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum,
the criteria identified as below as “Applicable Servicing Criteria”:




	 	 	 	 	 
	 	 	 	 	Applicable
	Servicing Criteria	 	Servicing Criteria
	Reference	 	Criteria	 	 
	 

	 	General Servicing Considerations	 	 
	 
	 	 	 	 
	1122(d)(1)(i)

	 	Policies and procedures are instituted to monitor any performance or
other triggers and events of default in accordance with the transaction
agreements.	 	 
	 
	 	 	 	 
	1122(d)(1)(ii)

	 	If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the third
party’s performance and compliance with such servicing activities.	 	 
	 
	 	 	 	 
	1122(d)(1)(iii)

	 	Any requirements in the transaction agreements to maintain a back-up
servicer for the pool assets are maintained.	 	 
	 
	 	 	 	 
	1122(d)(1)(iv)

	 	A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the reporting
period in the amount of coverage required by and otherwise in accordance
with the terms of the transaction agreements.	 	 
	 
	 	 	 	 
	 

	 	Cash Collection and Administration	 	 
	 
	 	 	 	 
	1122(d)(2)(i)

	 	Payments on pool assets are deposited into the appropriate custodial
bank accounts and related bank clearing accounts no more than two
business days following receipt, or such other number of days specified
in the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(2)(ii)

	 	Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
	 	þ
	 
	 	 	 	 
	1122(d)(2)(iii)

	 	Advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances,
are made, reviewed and approved as specified in the transaction
agreements.	 	 
	 
	 	 	 	 
	1122(d)(2)(iv)

	 	The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of overcollateralization, are
separately maintained (e.g., with respect to commingling of cash) as set
forth in the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(2)(v)

	 	Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements. For
purposes of this criterion, “federally insured depository institution”
with respect to a foreign financial institution means a foreign
financial institution that meets the requirements of Rule 13k-1(b)(1) of
the Securities Exchange Act.	 	 
	 
	 	 	 	 
	1122(d)(2)(vi)

	 	Unissued checks are safeguarded so as to prevent unauthorized access.	 	 
	 
	 	 	 	 
	1122(d)(2)(vii)

	 	Reconciliations are prepared on a monthly basis for all asset-backed
securities related bank accounts, including custodial accounts and
related bank clearing accounts. These reconciliations are (A)
mathematically accurate; (B) prepared within 30 calendar days after the
bank statement cutoff date, or such other number of days specified in
the transaction agreements; (C) reviewed and approved by someone other
than the person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items are resolved
within 90 calendar days of their original identification, or such other
number of days specified in the transaction agreements.	 	 






B-1









 






	 	 	 	 	 
	 	 	 	 	Applicable
	Servicing Criteria	 	Servicing Criteria
	Reference	 	Criteria	 	 
	 

	 	Investor Remittances and Reporting	 	 
	 
	 	 	 	 
	1122(d)(3)(i)

	 	Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction agreements
and applicable Commission requirements. Specifically, such reports (A)
are prepared in accordance with timeframes and other terms set forth in
the transaction agreements; (B) provide information calculated in
accordance with the terms specified in the transaction agreements; (C)
are filed with the Commission as required by its rules and regulations;
and (D) agree with investors’ or the trustee’s records as to the total
unpaid principal balance and number of pool assets serviced by the
Servicer.	 	 
	 
	 	 	 	 
	1122(d)(3)(ii)

	 	Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in the
transaction agreements.
	 	þ
	 
	 	 	 	 
	1122(d)(3)(iii)

	 	Disbursements made to an investor are posted within two business
days to the Servicer’s investor records, or such other number of days
specified in the transaction agreements.
	 	þ
	 
	 	 	 	 
	1122(d)(3)(iv)

	 	Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
statements.
	 	þ
	 
	 	 	 	 
	 

	 	Pool Asset Administration	 	 
	 
	 	 	 	 
	1122(d)(4)(i)

	 	Collateral or security on pool assets is maintained as required by
the transaction agreements or related asset pool documents.	 	 
	 
	 	 	 	 
	1122(d)(4)(ii)

	 	Pool assets and related documents are safeguarded as required by the
transaction agreements	 	 
	 
	 	 	 	 
	1122(d)(4)(iii)

	 	Any additions, removals or substitutions to the asset pool are made,
reviewed and approved in accordance with any conditions or requirements
in the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(iv)

	 	Payments on pool assets, including any payoffs, made in accordance
with the related pool asset documents are posted to the Servicer’s
obligor records maintained no more than two business days after receipt,
or such other number of days specified in the transaction agreements,
and allocated to principal, interest or other items (e.g., escrow) in
accordance with the related asset pool documents.	 	 
	 
	 	 	 	 
	1122(d)(4)(v)

	 	The Servicer’s records regarding the accounts and the accounts agree
with the Servicer’s records with respect to an obligor’s unpaid
principal balance.	 	 
	 
	 	 	 	 
	1122(d)(4)(vi)

	 	Changes with respect to the terms or status of an obligor’s account
(e.g., loan modifications or re-agings) are made, reviewed and approved
by authorized personnel in accordance with the transaction agreements
and related pool asset documents.	 	 
	 
	 	 	 	 
	1122(d)(4)(vii)

	 	Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and concluded in
accordance with the timeframes or other requirements established by the
transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(viii)

	 	Records documenting collection efforts are maintained during the
period a pool asset is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly basis, or
such other period specified in the transaction agreements, and describe
the entity’s activities in monitoring delinquent pool assets including,
for example, phone calls, letters and payment rescheduling plans in
cases where delinquency is deemed temporary (e.g., illness or
unemployment).	 	 
	 
	 	 	 	 
	1122(d)(4)(ix)

	 	Adjustments to interest rates or rates of return for pool assets
with variable rates are computed based on the related pool asset
documents.	 	 






B-2









 






	 	 	 	 	 
	 	 	 	 	Applicable
	Servicing Criteria	 	Servicing Criteria
	Reference	 	Criteria	 	 
	1122(d)(4)(x)

	 	Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the obligor’s
Account documents, on at least an annual basis, or such other period
specified in the transaction agreements; (B) interest on such funds is
paid, or credited, to obligors in accordance with applicable Account
documents and state laws; and (C) such funds are returned to the obligor
within 30 calendar days of full repayment of the related Accounts, or
such other number of days specified in the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(xi)

	 	Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration dates,
as indicated on the appropriate bills or notices for such payments,
provided that such support has been received by the servicer at least 30
calendar days prior to these dates, or such other number of days
specified in the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(xii)

	 	Any late payment penalties in connection with any payment to be made
on behalf of an obligor are paid from the servicer’s funds and not
charged to the obligor, unless the late payment was due to the obligor’s
error or omission.	 	 
	 
	 	 	 	 
	1122(d)(4)(xiii)

	 	Disbursements made on behalf of an obligor are posted within two
business days to the obligor’s records maintained by the servicer, or
such other number of days specified in the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(xiv)

	 	Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(xv)

	 	Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as
set forth in the transaction agreements.	 	 






B-3









 






EXHIBIT C




FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION


RE: VOLKSWAGEN AUTO LEASE TRUST 2010-A




     Deutsche Bank Trust Company Americas, not in its individual capacity but solely as indenture
trustee (the “Indenture Trustee”), certifies to Volkswagen Auto Lease/Loan Underwritten
Funding, LLC (the “Transferor”), and its officers, with the knowledge and intent that they
will rely upon this certification, that:



     (1) It has reviewed the report on assessment of the Indenture Trustee’s compliance provided in
accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended, and
Item 1122 of Regulation AB (the “Servicing Assessment”) that was delivered by the Indenture
Trustee to the Transferor pursuant to the Indenture, dated as of [__], 2010, by and between the
Indenture Trustee and Volkswagen Auto Lease Trust 2010-A;



     (2) To the best of its knowledge, the Servicing Assessment, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in the light of the circumstances under which such statements were made, not
misleading with respect to the period of time covered by the Servicing Assessment; and



     (3) To the best of its knowledge, all of the Provided Information (as defined in Section
11.26(a) of the Indenture) required to be provided by the Indenture Trustee under the Indenture
has been provided to the Transferor.



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY 

AMERICAS, not in its individual capacity but 

solely as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Date: _________________________





C-1











 





APPENDIX A




DEFINITIONS



     The following terms have the meanings set forth, or referred to, below:



     “Accounts” means the Collection Account, the Reserve Account and the Principal Distribution
Account.



     “Accrued Class A-1 Note Interest” means, with respect to any Payment Date, the sum of the
Class A-1 Noteholders’ Monthly Accrued Interest for such Payment Date and the Class A-1
Noteholders’ Interest Carryover Shortfall.



     “Accrued Class A-2 Note Interest” means, with respect to any Payment Date, the sum of the
Class A-2 Noteholders’ Monthly Accrued Interest for such Payment Date and the Class A-2
Noteholders’ Interest Carryover Shortfall.



     “Accrued Class A-3 Note Interest” means, with respect to any Payment Date, the sum of the
Class A-3 Noteholders’ Monthly Accrued Interest for such Payment Date and the Class A-3
Noteholders’ Interest Carryover Shortfall.



     “Accrued Class A-4 Note Interest” means, with respect to any Payment Date, the sum of the
Class A-4 Noteholders’ Monthly Accrued Interest for such Payment Date and the Class A-4
Noteholders’ Interest Carryover Shortfall.



     “Accrued Note Interest” means, with respect to any Payment Date, the sum of the Accrued Class
A-1 Note Interest, the Accrued Class A-2 Note Interest, the Accrued Class A-3 Note Interest and the
Accrued Class A-4 Note Interest.



     “Act” has the meaning set forth in Section 11.3(a) of the Indenture.



     “Administration Agreement” means the Administration Agreement, dated as of the Closing Date,
among the Administrator, the Issuer and the Indenture Trustee, as the same may be amended and
supplemented from time to time.



     “Administration Fee” means, with regard to the Administrator of the Issuer under the
Administration Agreement, for any Collection Period, an amount equal to $5,000.



     “Administrative Trustee” means U.S. Bank, as Administrative Trustee under the Origination
Trust Agreement, and its successors.



     “Administrator” means VCI, or any successor Administrator for the Issuer under the
Administration Agreement.



     “Advance” has the meaning set forth in Section 7.8 of the Transaction SUBI Servicing
Supplement.



 









 





     “Adverse Claim” means, for any asset or property of a Person, a lien, security interest,
mortgage, pledge or encumbrance in, of or on such asset or property in favor of any other Person,
except any Permitted Lien.



     “Affiliate” means, for any specified Person, any other Person which, directly or indirectly,
controls, is controlled by or is under common control with such specified Person and “affiliated”
has a meaning correlative to the foregoing. For purposes of this definition, “control” means the
power, directly or indirectly, to cause the direction of the management and policies of a Person.



     “Authenticating Agent” means any Person authorized by the Indenture Trustee to act on behalf
of the Indenture Trustee to authenticate and deliver the Notes.



     “Authorized Newspaper” means a newspaper of general circulation in The City of New York,
printed in the English language and customarily published on each Business Day, whether or not
published on Saturdays, Sundays and holidays.



     “Authorized Officer” means (a) with respect to the Issuer, (i) any officer of the Owner
Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is
identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture
Trustee on the Closing Date (as such list may be modified or supplemented from time to time
thereafter) and (ii) so long as the Administration Agreement is in effect, any officer of the
Administrator who is authorized to act for the Administrator in matters relating to the Issuer
pursuant to the Administration Agreement and who is identified on the list of Authorized Officers
delivered by the Administrator to the Owner Trustee and the Indenture Trustee on the Closing Date
(as such list may be modified or supplemented from time to time thereafter) and (b) with respect to
the Owner Trustee, the Issuer Delaware Trustee, the Indenture Trustee, the Note Registrar, the
Servicer and the Administrator, any officer of the Owner Trustee, the Issuer Delaware Trustee, the
Indenture Trustee, the Note Registrar, the Servicer or the Administrator, as applicable, who is
authorized to act for the Owner Trustee, the Issuer Delaware Trustee, the Indenture Trustee, the
Note Registrar, the Servicer or the Administrator, as applicable, in matters relating to the Owner
Trustee, the Issuer Delaware Trustee, the Indenture Trustee, the Note Registrar, the Servicer or
the Administrator and who is identified on the list of Authorized Officers delivered by each of the
Owner Trustee, the Issuer Delaware Trustee, the Indenture Trustee, the Servicer and the
Administrator to the Indenture Trustee on the Closing Date or by the Note Registrar on the date of
its appointment as such (as such list may be modified or supplemented from time to time
thereafter).



     “Available Funds” means, for any Payment Date and the related Collection Period, an amount
equal to the sum of the following amounts: (i) the Collections received by the Servicer during
such Collection Period, (ii) Advances made by the Servicer on such Payment Date, (iii) any amounts
paid with respect to such Payment Date by VCI to the Issuer in accordance with Section 2.3
of the SUBI Sale Agreement or by the Servicer to the Issuer in accordance with Section 7.12
of the Transaction SUBI Servicing Supplement and (iv) all investment earnings (if any) on amounts
on deposit in the Collection Account for the related Collection Period.



     “Available Funds Shortfall Amount” has the meaning set forth in Section 8.4(c) of the
Indenture.



2









 





     “Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. 101 et seq., as amended.



     “Bankruptcy Event” means, with respect to any Person, (i) the filing of a decree or order for
relief by a court having jurisdiction in the premises in respect of such Person in an involuntary
case under any applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of such Person, or ordering the winding-up or liquidation of such
Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of 90
consecutive days or (ii) the commencement by such Person of a voluntary case under any applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the
consent by such Person to the entry of an order for relief in an involuntary case under any such
law, or the consent by such Person to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person, or the
making by such Person of any general assignment for the benefit of creditors, or the failure by
such Person generally to pay its debts as such debts become due, or the taking of action by such
Person in furtherance of any of the foregoing.



     “Bankruptcy Remote Party” means any of the Transferor, the Issuer, the Origination Trust or
any Special Purpose Entity (and the general partner of any Special Purpose Entity that is a
partnership, or the managing member of any Special Purpose Entity that is a limited liability
company) that holds a beneficial interest in the Origination Trust.



     “Base Residual Value” means, for each Vehicle related to an Included Unit, the lowest of (a)
the MSRP ALG Residual of the related Vehicle, (b) the Maximum Residualized MSRP ALG Residual of the
related Vehicle and (c) the Stated Residual Value of the related Vehicle.



     “Benefit Plan” means (i) any “employee benefit plan” as defined in Section 3(3) of ERISA
whether or not subject to ERISA, (ii) a “plan” described by Section 4975(e)(1) of the Code or (iii)
any entity deemed to hold the assets of any of the foregoing by reason of an employee benefit
plan’s or other plan’s investment in such entity.



     “Book-Entry Notes” means a beneficial interest in the Notes, ownership and transfers of which
shall be made through book entries by a Clearing Agency as described in Section 2.10 of the
Indenture.



     “Business Day” means any day other than a Saturday, a Sunday or a day on which banking
institutions in the states of Delaware, Illinois, Virginia or New York are authorized or obligated
by law, executive order or government decree to be closed.



     “Casualty” means, with respect to any Transaction Unit, that the Servicer has actual knowledge
that the Vehicle included in such Unit (a) shall have suffered damage or destruction resulting in
an insurance settlement on the basis of an actual, constructive or compromised total loss, (b)
shall have suffered destruction or damage beyond repair, (c) shall have suffered damage that makes
repairs uneconomic or (d) shall have suffered destruction, damage, theft, loss or disappearance
that, in accordance with Customary Servicing Practices, results in a termination of the related
Lease.



3









 





     “Certificate” means a certificate evidencing the beneficial interest of the Certificateholder
in the Issuer, substantially in the form of Exhibit A to the Trust Agreement.



     “Certificateholder” means the registered holder of the Certificate.



     “Class” means a group of Notes whose form is identical except for variation in denomination,
principal amount or owner, and references to “each Class” thus mean each of the Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.



     “Class A-1 Interest Rate” means 0.29907% per annum (computed on the basis of the actual number
of days elapsed during the applicable Interest Period, but assuming a 360-day year of twelve 30-day
months).



     “Class A-1 Note Balance” means, as of any date, the Initial Class A-1 Note Balance reduced by
all payments of principal made on or prior to such date on the Class A-1 Notes.



     “Class A-1 Noteholders’ Interest Carryover Shortfall” means, with respect to any Payment Date,
the excess of the Class A-1 Noteholders’ Monthly Accrued Interest for the preceding Payment Date
and any outstanding Class A-1 Noteholders’ Interest Carryover Shortfall on such preceding Payment
Date, over the amount in respect of interest that is actually paid to Holders of Class A-1 Notes on
such preceding Payment Date, plus interest on the amount of interest due but not paid to Holders of
Class A-1 Notes on the preceding Payment Date, to the extent permitted by law, at the Class A-1
Interest Rate for the related Interest Period.



     “Class A-1 Noteholders’ Monthly Accrued Interest” means, with respect to any Payment Date, the
aggregate interest accrued for the related Interest Period on the Class A-1 Notes at the Class A-1
Interest Rate on the Class A-1 Note Balance on the immediately preceding Payment Date or the
Closing Date, as the case may be, after giving effect to all payments of principal to the Holders
of the Class A-1 Notes on or prior to such preceding Payment Date.



     “Class A-1 Notes” means the Class of Auto Lease Asset Backed Notes designated as Class A-1
Notes, issued in accordance with the Indenture.



     “Class A-2 Interest Rate” means 0.77% per annum (computed on the basis of a 360-day year of
twelve 30-day months).



     “Class A-2 Note Balance” means, as of any date, the Initial Class A-2 Note Balance reduced by
all payments of principal made on or prior to such date on the Class A-2 Notes.



     “Class A-2 Noteholders’ Interest Carryover Shortfall” means, with respect to any Payment Date,
the excess of the Class A-2 Noteholders’ Monthly Accrued Interest for the preceding Payment Date
and any outstanding Class A-2 Noteholders’ Interest Carryover Shortfall on such preceding Payment
Date, over the amount in respect of interest that is actually paid to Holders of the Class A-2
Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to
Holders of the Class A-2 Notes on the preceding Payment Date, to the extent permitted by law, at
the Class A-2 Interest Rate for the related Interest Period.



4









 





     “Class A-2 Noteholders’ Monthly Accrued Interest” means, with respect to any Payment Date, the
sum of the aggregate interest accrued for the related Interest Period on the Class A-2 Notes at the
Class A-2 Interest Rate on the Class A-2 Note Balance immediately preceding the Payment Date or the
Closing Date, as the case may be, after giving effect to all payments of principal to the Holders
of the Class A-2 Notes on or prior to such preceding Payment Date.



     “Class A-2 Notes” means the Class of Auto Lease Asset Backed Notes designated as Class A-2
Notes, issued in accordance with the Indenture.



     “Class A-3 Interest Rate” means 0.99% per annum (computed on the basis of a 360-day year of
twelve 30-day months).



     “Class A-3 Note Balance” means, as of any date, the Initial Class A-3 Note Balance reduced by
all payments of principal made on or prior to such date on the Class A-3 Notes.



     “Class A-3 Noteholders’ Interest Carryover Shortfall” means, with respect to any Payment Date,
the excess of the Class A-3 Noteholders’ Monthly Accrued Interest for the preceding Payment Date
and any outstanding Class A-3 Noteholders’ Interest Carryover Shortfall on such preceding Payment
Date, over the amount in respect of interest that is actually paid to Holders of the Class A-3
Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to
Holders of the Class A-3 Notes on the preceding Payment Date, to the extent permitted by law, at
the Class A-3 Interest Rate for the related Interest Period.



     “Class A-3 Noteholders’ Monthly Accrued Interest” means, with respect to any Payment Date, the
sum of the aggregate interest accrued for the related Interest Period on the Class A-3 Notes at the
Class A-3 Interest Rate on the Class A-3 Note Balance immediately preceding the Payment Date or the
Closing Date, as the case may be, after giving effect to all payments of principal to the
Noteholders of the Class A-3 Notes on or prior to such preceding Payment Date.



     “Class A-3 Notes” means the Class of Auto Lease Asset Backed Notes designated as Class A-3
Notes, issued in accordance with the Indenture.



     “Class A-4 Interest Rate” means 1.18% per annum (computed on the basis of a 360-day year of
twelve 30-day months).



     “Class A-4 Note Balance” means, as of any date, the Initial Class A-4 Note Balance reduced by
all payments of principal made on or prior to such date on the Class A-4 Notes.



     “Class A-4 Noteholders’ Interest Carryover Shortfall” means, with respect to any Payment Date,
the excess of the Class A-4 Noteholders’ Monthly Accrued Interest for the preceding Payment Date
and any outstanding Class A-4 Noteholders’ Interest Carryover Shortfall on such preceding Payment
Date, over the amount in respect of interest that is actually paid to Noteholders of the Class A-4
Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to
Noteholders of the Class A-4 Notes on the preceding Payment Date, to the extent permitted by law,
at the Class A-4 Interest Rate for the related Interest Period.



5









 





     “Class A-4 Noteholders’ Monthly Accrued Interest” means, with respect to any Payment Date, the
sum of the aggregate interest accrued for the related Interest Period on the Class A-4 Notes at the
Class A-4 Interest Rate on the Class A-4 Note Balance immediately preceding the Payment Date or the
Closing Date, as the case may be, after giving effect to all payments of principal to the
Noteholders of the Class A-4 Notes on or prior to such preceding Payment Date.



     “Class A-4 Notes” means the Class of Auto Lease Asset Backed Notes designated as Class A-4
Notes, issued in accordance with the Indenture.



     “Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section
17A of the Exchange Act and shall initially be DTC.



     “Clearing Agency Participant” means a broker, dealer, bank or other financial institution or
other Person for which from time to time a Clearing Agency effects book-entry transfers and pledges
of securities deposited with the Clearing Agency.



     “Closing Date” means November 4, 2010.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor
law, and the Treasury Regulations promulgated thereunder.



     “Collateral” has the meaning set forth in the Granting clause of the Indenture.



     “Collection Account” means the trust account designated as such established and maintained
pursuant to Section 8.2(b) of the Indenture.



     “Collection Period” means the period commencing on the first day of each fiscal month of the
Servicer and ending on the last day of such fiscal month (or, in the case of the initial Collection
Period, the period commencing on the close of business on the Cut-Off Date and ending on October
30, 2010). As used herein, the “related” Collection Period with respect to a Payment Date shall be
deemed to be the Collection Period which precedes such Payment Date.



     “Collections” means, with respect to any Collection Period, an amount equal to the following,
but only to the extent relating solely to the Transaction SUBI Portfolio: (a) all monthly lease
payments on any Lease, (b) Sales Proceeds (it being understood that, with respect to Sales
Proceeds, the Servicer 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) in respect of any Vehicle, (c) Excess Wear and Tear
Charges, Excess Mileage Charges and any other payments, receipts or Recoveries (including any
residual value insurance proceeds and other insurance proceeds) by or on behalf of any Lessee or
otherwise with respect to any Unit and (d) all Pull-Ahead Amounts with respect to any Lease;
provided that the term “Collections” shall not include (i) Supplemental Servicing Fees, (ii)
payments allocable to sales, use or other taxes (which shall be collected by the Servicer and
remitted to the applicable Governmental Authority or used to reimburse the Servicer for payment of
such amounts in accordance with Customary Servicing Practices), (iii) payments allocable to
premiums for force-placed insurance policies purchased by the Servicer on behalf of any Lessee
(which shall be collected by the Servicer and remitted to the applicable insurance company (or if
such amounts were paid by the Servicer, to the Servicer) in accordance with



6









 




Customary Servicing Practices), (iv) payments allocable to fines for parking violations
incurred by any Lessee but assessed to the Origination Trust as the owner of the related Vehicle
(which shall be collected by the Servicer and remitted to the applicable Governmental Authority (or
if such amounts were paid by the Servicer, to the Servicer) in accordance with Customary Servicing
Practices) and (v) rebates of premiums with respect to the cancellation of any insurance policy or
service contract.




     “Commission” means the U.S. Securities and Exchange Commission.



     “Corporate Trust Office” means:



     (a) as used in the Indenture, or otherwise with respect to Indenture Trustee, the
principal office of the Indenture Trustee at which at any particular time its corporate trust
business shall be administered which office at date of the execution of the Indenture is located at
Deutsche Bank Trust Company Americas, c/o Deutsche Bank National Trust Company Structured Finance
Services — Trust & Securities Services, 100 Plaza One, 6th Floor, MS JCY03-0699, Jersey
City, NJ 07311-3901, Attn: Volkswagen Auto Lease Trust 2010-A, Telephone Number: 201-593-8420, Fax
Number: 212-553-2461, or at such other address as the Indenture Trustee may designate from time to
time by notice to the Noteholders, the Administrator, the Servicer and the Issuer, or the principal
corporate trust office of any successor Indenture Trustee (the address of which the successor
Indenture Trustee will notify the Noteholders and the Owner Trustee);



     (b) as used in the Trust Agreement, or otherwise with respect to Owner Trustee, the
corporate trust office of the Owner Trustee, c/o Citibank, N.A., Agency & Trust, 388 Greenwich
Street, Floor 14, New York, New York 10013, (facsimile no. 212 816-5527), Attention: Louis
Piscitelli, or at such other address as the Owner Trustee may designate by notice to the
Certificateholder and the Transferor, or the principal corporate trust office of any successor
Owner Trustee (the address of which the successor Owner Trustee will notify the Certificateholder
and the Transferor); and



     (c) as used with respect to the Issuer Delaware Trustee, the corporate trust office of the
Issuer Delaware Trustee c/o Citigroup Trust-Delaware, N.A., 222 Delaware Avenue, 14th
Floor, Wilmington, Delaware 19810, Attention: William Hearn or such other address as the Issuer
Delaware Trustee may designate by notice to the Certificateholder and the Seller, or the principal
corporate trust office of any successor Issuer Delaware Trustee (the address of which the successor
Issuer Delaware Trustee will notify the Certificateholder and the Seller).



     “Credit Losses” means, for any Collection Period, an amount equal to the excess of (a) the sum
of the Securitization Value for all Included Units charged-off (i.e., that became Terminated Units
before maturity of the related Lease and for which all scheduled payments thereunder have not been
made) during that Collection Period over (b) the sum of Sales Proceeds and Recoveries received by
the Servicer with respect to charged-off Units during that Collection Period.



7









 





     “Cumulative Net Credit Losses” means, through any Collection Period, the sum (which number may
be positive or negative) of the Credit Losses for all Collection Periods from and including the
Cut-Off Date to and including such Collection Period.



     “Cumulative Net Residual Losses” means, through any Collection Period, the sum (which number
may be positive or negative) of the Residual Losses for all Collection Periods from and including
the Cut-Off Date to and including such Collection Period.



     “Customary Servicing Practices” means the customary practices of the Servicer with respect to
Vehicles and Leases held by the Origination Trust, without regard to whether such Vehicles and
Leases have been identified and allocated into a SUBI Portfolio, as such practices may be changed
from time to time.



     “Cut-Off Date” means the close of business on August 28, 2010.



     “Dealer” means a motor vehicle dealership in the VCI dealer network.



     “Default” means any occurrence that is, or with notice or lapse of time or both would become,
an Indenture Default.



     “Defaulted Unit” means any Unit with a related Lease for which any of the following has
occurred during a Collection Period: (a) any payment on such Lease is past due 90 or more days,
(b) the related Vehicle has been repossessed but has not been charged off or (c) such related Lease
has been charged off in accordance with Customary Servicing Practices.



     “Definitive Note” means a definitive fully registered Note issued pursuant to Section
2.12 of the Indenture.



     “Delaware Trustee” means Wilmington Trust Company, as Delaware trustee of the Origination
Trust under the Origination Trust Agreement.



     “Delinquent Unit” means any Transaction Unit (other than a Defaulted Unit) with a related
Transaction Lease on which any payment is past due for more than 30 days.



     “Depository Agreement” means the agreement between the Issuer and DTC, as the initial Clearing
Agency, dated as of the Closing Date, as the same may be amended or supplemented from time to time.



     “Determination Date” means the second Business Day preceding the related Payment Date,
beginning November 18, 2010.



     “Dollar” and “$” mean lawful currency of the United States of America.



     “DTC” means The Depository Trust Company, and its successors.



     “Eligible Account” means either (a) a segregated account with an Eligible Institution or (b) a
segregated trust account with the corporate trust department of a depository institution acting in
its fiduciary capacity organized under the laws of the United States of America or any



8









 




one of the states thereof or the District of Columbia (or any domestic branch of a foreign
bank), having corporate trust powers and acting as trustee for funds deposited in such account, so
long as the long-term unsecured debt of such depository institution shall have a credit rating from
each Rating Agency in one of its generic rating categories which signifies investment grade. Any
such trust account may be maintained with the Owner Trustee, the Indenture Trustee or any of their
respective Affiliates, if such accounts meet the requirements described in clause (b) of
the preceding sentence.




     “Eligible Institution” means a depository institution or trust company (which may be the Owner
Trustee, the Indenture Trustee or any of their respective Affiliates) organized under the laws of
the United States of America or any one of the states thereof or the District of Columbia (or any
domestic branch of a foreign bank) (a) which (x) at all times has either (i) a long-term senior
unsecured debt rating of “Aa2” or better by Moody’s and “AA-” or better by Standard & Poor’s or
(ii) a certificate of deposit rating of “P-1” by Moody’s and “A-1+” by Standard & Poor’s or (y)
otherwise satisfies the Rating Agency Condition and (b) whose deposits are insured by the Federal
Deposit Insurance Corporation; provided, that a foreign financial institution shall be deemed to
satisfy clause (b) if such foreign financial institution meets the requirements of Rule 13k-1(b)(1)
under the Exchange Act (17 CFR §240.13k-1(b)(1)).



     “Eligible Unit” means, at the Cut-Off Date, a Unit:



          (a) which was originated out of the lease of a new Vehicle;



          (b) the Lessee of which (a) is a resident of, or organized under the laws of and with its
chief executive office in, the USA, (b) is not an Affiliate of VCI, (c) is not a government or a
governmental subdivision or agency, (d) is not shown on the Servicer’s records as a debtor in a
pending bankruptcy proceeding and (e) is not the Lessee of any Defaulted Unit;



          (c) for which the related Lease requires substantially equal monthly payments;



          (d) for which the related Lease has a remaining lease term greater than or equal to 2
months and less than or equal to 48 months and had an original lease term greater than or equal to
12 months and less than or equal to 60 months;



          (e) for which the related Lease is an “account” or “chattel paper” within the meaning of
Section 9-102 of the UCC of all applicable jurisdictions;



          (f) for which the related Lease is denominated and payable only in Dollars;



          (g) for which the related Lease constitutes the legal, valid and binding obligation of the
related Lessee enforceable against such Lessee in accordance with its terms subject to no offset,
counterclaim, defense or other Adverse Claim;



          (h) for which the related Lease arises under a contract that does not require the Lessee
under such contract to consent to the transfer, sale or assignment of the rights of the Origination
Trust under such contract;



9









 





          (i) which does not, in whole or in part, materially contravene any law, rule or regulation
applicable thereto (including, without limitation, those relating to usury, truth in lending, fair
credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and
privacy);



          (j) which has a Securitization Value not greater than $75,000.



          (k) which was generated in the ordinary course of the Origination Trust’s business;



          (l) which is not a Delinquent Unit or a Defaulted Unit;



          (m) for which the related Lease provides for level payments that fully amortize the
adjusted capitalized cost of such Lease to the related Stated Residual Value over the term of such
Lease;



          (n) which was originated in compliance with Customary Servicing Practices;



          (o) for which there is only one original of the related Lease, which is held by the
Servicer on behalf of the Origination Trust;



          (p) for which there is no credit-related recourse to the related Dealer;



          (q) for which the related Lease was originated on or after March 24, 2007;



          (r) for which the related Lease is in full force and effect, and has not been satisfied,
subordinated or rescinded;



          (s) for which the related Lease requires the related Lessee to obtain physical damage
insurance covering the related Vehicle in accordance with Customary Servicing Practices;



          (t) for which the related Vehicle is a Volkswagen brand or Audi brand Vehicle; and



          (u) for which the related Lease was originated in compliance, and complies in all material
respects, with all material applicable legal requirements.



     “End User” means, with respect to each Lease, the lessee thereunder.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     “ERISA Affiliate” means at any time, with respect to any Person or entity, any member of such
Person’s or entity’s “controlled group”, within the meaning of Section 4001 of ERISA or Section
414(b), (c), (m) or (o) of the Code.



     “Event of Loss” means, with respect to any Transaction Unit, a Casualty with respect to the
Vehicle included in such Unit.



10









 





     “Excess Mileage Charges” means, with respect to any Unit, the amount of charges for excess
mileage on the related Vehicle received from the Lessee at the expiration of the Lease.



     “Excess Wear and Tear Charges” means, with respect to any Unit, the amount of charges for wear
and tear to the related Vehicle received from the Lessee at the expiration of the Lease.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Exchange Act Reports” means any reports on Form 10-D, Form 8-K and Form 10-K filed or to be
filed by the Transferor with respect to the Issuer under the Exchange Act.



     “Executive Officer” means (i) with respect to any corporation or depository institution, the
Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the President,
the Executive Vice President, any Vice President, the Secretary or the Treasurer of such
corporation or depository institution and (ii) with respect to any partnership, any general partner
thereof.



     “Final Scheduled Payment Date” means, with respect to (i) the Class A-1 Notes, the Payment
Date occurring November 21, 2011, (ii) the Class A-2 Notes, the Payment Date occurring January 22,
2013, (iii) the Class A-3 Notes, the Payment Date occurring November 20, 2013, and (iv) the Class
A-4 Notes, the Payment Date occurring October 20, 2015.



     “Financing” means, collectively, (i) any financing transaction of any sort undertaken by VCI
or any Affiliate of VCI involving, directly or indirectly, Origination Trust Assets (including,
without limitation, any financing undertaken in connection with the issuance and assignment of any
SUBI and related SUBI Certificate), (ii) any sale or purchase by the Transferor or any other
Special Purpose Entity of any interest in one or more SUBIs and (iii) any other asset
securitization, synthetic lease, sale-leaseback, secured loan or similar transaction involving
Origination Trust Assets or any beneficial interest therein or in the Origination Trust.



     “First Priority Principal Distribution Amount” means, with respect to any Payment Date, an
amount not less than zero, equal to (a) the Outstanding Amount of the Notes as of the preceding
Payment Date (after giving effect to any principal payments made on the Notes on such preceding
Payment Date), minus (b) the aggregate Securitization Value at the end of the Collection Period
preceding such Payment Date; provided, however, that the First Priority Principal Distribution
Amount on and after the Final Scheduled Payment Date of any class of Notes shall not be less than
the amount that is necessary to reduce the Outstanding Amount of that Class of Notes to zero.



     “Form 10-D Disclosure Item” means with respect to any Person, (a) any legal proceedings
pending against such Person or of which any property of such Person is then subject, or (b) any
proceedings known to be contemplated by governmental authorities against such Person or of which
any property of such Person would be subject, in each case that would be material to the
Noteholders.



     “Form 10-K Disclosure Item” means with respect to any Person, (a) any Form 10-D Disclosure
Item and (b) any affiliations or relationships between such Person and any Item 1119



11









 




Party to the extent a Responsible Officer of such Person (in the case of the Indenture
Trustee, any Origination Trustee and the Owner Trustee) has actual knowledge thereof.




     “GAAP” means generally accepted accounting principles in the USA, applied on a materially
consistent basis; provided, however, that no financial test contained in the Transaction Documents
shall fail to be satisfied as a result of the adoption or amendment (including any published
interpretation) after the Closing Date by any governmental or accounting body of any financial
accounting standard, and any notices, representations or certifications based on financial
accounting data that are required under the Transaction Documents may be delivered without giving
effect to the adoption or amendment of such financial accounting standard.



     “Governmental Authority” means any (a) Federal, state, municipal, foreign or other
governmental entity, board, bureau, agency or instrumentality, (b) administrative or regulatory
authority (including any central bank or similar authority) or (c) court or judicial authority.



     “Grant” means to mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey,
assign, transfer, create, grant a lien upon and a security interest in and right of set-off
against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of
any other agreement or instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and continuing right to
claim, collect, receive and give receipt for principal and interest payments in respect of the
Collateral and all other moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and options, to bring
proceedings in the name of the Granting party or otherwise and generally to do and receive anything
that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.
Other forms of the verb “to Grant” shall have correlative meanings.



     “Holder” means, as the context may require, the Certificateholder or a Noteholder or both.



     “Included Units” means, for any Collection Period, all Transaction Units as of the beginning
of such Collection Period (or, in the case of the initial Collection Period, the Closing Date),
other than Units the beneficial interest in which were repurchased by VCI during such Collection
Period pursuant to Section 2.3 of the SUBI Sale Agreement or Section 7.12 of the
Transaction SUBI Servicing Supplement. The “Included Units” for any Cut-Off Date means the
Included Units for the Collection Period which begins on the day after such Cut-Off Date.



     “Indenture” means the Indenture, dated as of the Closing Date, between the Issuer and
Indenture Trustee, as the same may be amended and supplemented from time to time.



     “Indenture Default” has the meaning set forth in Section 5.1 of the Indenture.



     “Indenture Secured Parties” means the Noteholders.



     “Indenture Trustee” means Deutsche Bank Trust Company Americas, a New York banking
corporation, not in its individual capacity but as indenture trustee under the Indenture, or any
successor trustee under the Indenture.



12









 





     “Independent” means, when used with respect to any specified Person, that such Person (i) is
in fact independent of the Issuer, any other obligor upon the Notes, the Administrator and any
Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor upon the Notes, the
Administrator or any Affiliate of any of the foregoing Persons and (iii) is not connected with the
Issuer, any such other obligor upon the Notes, the Administrator or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions.



     “Independent Certificate” means a certificate or opinion to be delivered to the Indenture
Trustee under the circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.1(b) of the Indenture, made by an independent appraiser or other
expert appointed by an Issuer Order, and such opinion or certificate shall state that the signer
has read the definition of “Independent” in this Indenture and that the signer is Independent
within the meaning thereof.



     “Initial Beneficiary” means VCI, as initial beneficiary under the Origination Trust Agreement
and its permitted successors and assigns.



     “Initial Class A-1 Note Balance” means $210,000,000.



     “Initial Class A-2 Note Balance” means $344,000,000.



     “Initial Class A-3 Note Balance” means $347,000,000.



     “Initial Class A-4 Note Balance” means $99,000,000.



     “Initial Note Balance” means, for any Class, the Initial Class A-1 Note Balance, the Initial
Class A-2 Note Balance, the Initial Class A-3 Note Balance or the Initial Class A-4 Note Balance,
as applicable, or with respect to the Notes generally, the sum of the foregoing.



     “Initial Securitization Value” means $1,190,480,502.64.



     “Initial Trust Agreement” means the Trust Agreement, dated as of September 30, 2010, between
the Transferor, the Owner Trustee and the Issuer Delaware Trustee.



     “Insurance Policy” means (i) any comprehensive and collision, fire, theft or other insurance
policy maintained by a Lessee in which the Servicer or the Origination Trust is named as loss payee
with respect to one or more Transaction Units and (ii) any credit life or credit disability
insurance maintained by a Lessee in connection with any Transaction Unit.



     “Interest Period” means, with respect to any Payment Date, (a) with respect to the Class A-1
Notes, from and including the Closing Date (in the case of the first Payment Date) or from and
including the most recent Payment Date to but excluding that Payment Date (for example, for a
Payment Date in February, the Interest Period is from and including the Payment Date in January to
but excluding the Payment Date in February); and (b) with respect to the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes, from and including the 20th day of the



13









 




calendar month preceding each Payment Date (or the Closing Date in the case of the first
Payment Date) to but excluding the 20th day of the following month.




     “Interest Rate” means (a) with respect to the Class A-1 Notes, the Class A-1 Interest Rate,
(b) with respect to the Class A-2 Notes, the Class A-2 Interest Rate, (c) with respect to the Class
A-3 Notes, the Class A-3 Interest Rate or (d) with respect to the Class A-4 Notes, the Class A-4
Interest Rate.



     “Issuer” means Volkswagen Auto Lease Trust 2010-A, a Delaware statutory trust established
pursuant to the Initial Trust Agreement and continued under the Trust Agreement, until a successor
replaces it and, thereafter, means the successor and, for purposes of any provision contained
herein, each other obligor on the Notes.



     “Issuer Delaware Trustee” means Citigroup Trust — Delaware, N.A., as Delaware trustee of the
Issuer under the Trust Agreement.



     “Issuer Order” and “Issuer Request” means a written order or request of the Issuer signed in
the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture
Trustee.



     “Item 1119 Party” means the Transferor, VCI, the Servicer, the Indenture Trustee, each
Underwriter, the Owner Trustee, the UTI Trustee, the SUBI Trustee, the Administrative Trustee, the
Delaware Trustee, the Issuer Delaware Trustee, and any other material transaction party identified
by the Transferor or VCI to the Indenture Trustee, the Owner Trustee and the Origination Trustees
in writing.



     “Lease” means a lease of a Vehicle.



     “Lessee” means, with respect to each Lease, the lessee thereunder.



     “Lien” means any mortgage, pledge, security interest, lien or other encumbrance of any kind.



     “Maximum Residualized MSRP ALG Residual” means, with respect to any Lease, the residual value
estimate produced by Automotive Lease Guide at the time of origination of the Lease that is a
percentage of the “Maximum Residualizable MSRP,” which consists of the MSRP of the typically
equipped vehicle and value adding options, giving only partial credit or no credit for those
options that add little or no value to the resale price of the vehicle.



     “Monthly Remittance Condition” has the meaning set forth in Section 7.3 of the
Transaction SUBI Servicing Supplement.



     “Moody’s” means Moody’s Investors Service, Inc., or any successor that is a nationally
recognized statistical rating organization.



     “MSRP” means, with respect to any Vehicle, the Manufacturer’s Suggested Retail Price for such
Vehicle.



14









 





     “MSRP ALG Residual” means, with respect to any Lease, residual value estimates produced by
Automotive Lease Guide at the time of origination of the Lease based on the total MSRP of the base
vehicle and all VCI authorized options, without making a distinction between the value adding
options and non-value adding options.



     “Note” means a Class A-1 Note, Class A-2 Note, Class A-3 Note or Class A-4 Note, in each case
substantially in the form of Exhibit A to the Indenture.



     “Note Balance” means, with respect to any date of determination, for any Class, the Class A-1
Note Balance, the Class A-2 Note Balance, the Class A-3 Note Balance or the Class A-4 Note Balance,
as applicable, or with respect to the Notes generally, the sum of the foregoing.



     “Note Factor” means, with respect to the Notes or any Class on any Payment Date, the seven
digit decimal equivalent of a fraction the numerator of which is the Note Balance of the Notes of
such Class on such Payment Date (after giving effect to any payment of principal on such Payment
Date) and the denominator of which is the Initial Note Balance.



     “Note Owner” means, with respect to a Book-Entry Note, the Person who is the beneficial owner
of such Book-Entry Note, as reflected on the books of the Clearing Agency or a Person maintaining
an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect
participant, in each case in accordance with the rules of such Clearing Agency).



     “Note Register” and “Note Registrar” have the respective meanings set forth in Section
2.4 of the Indenture.



     “Noteholder” means, as of any date, the Person in whose name a Note is registered on the Note
Register on such date.



     “Officer’s Certificate” means a certificate signed by an Authorized Officer of the Issuer,
under the circumstances described in, and otherwise complying with, the applicable requirements of
Section 11.1 of the Indenture, and delivered to, the Indenture Trustee.



     “Opinion of Counsel” means one or more written opinions of counsel who may, except as
otherwise expressly provided in the Indenture or any other applicable Transaction Document, be
employees of or counsel to the Issuer, the Servicer, the Transferor or the Administrator, and who
shall be satisfactory to the Indenture Trustee, and which opinion or opinions comply with any
applicable requirements of the Transaction Documents and are in form and substance reasonably
satisfactory to the recipient(s). Opinions of Counsel need address matters of law only and may be
based upon stated assumptions as to relevant matters of fact.



     “Optional Purchase” has the meaning set forth in Section 9.4 of the Trust Agreement.



     “Optional Purchase Price” has the meaning set forth in Section 9.4 of the Trust
Agreement.



     “Origination Trust” means VW Credit Leasing, Ltd., a Delaware statutory trust formed under the
Statutory Trust Act.



15









 





     “Origination Trust Agreement” means the Trust Agreement, dated as of June 2, 1999, among VCI
as Settlor and Initial Beneficiary, Wilmington Trust Company, as Delaware Trustee, and U.S. Bank,
as Administrative Trustee and UTI Trustee, as amended, supplemented and modified by the Transaction
SUBI Supplement and as the same may be further amended supplemented or modified from time to time.



     “Origination Trust Assets” means, at any time, all assets owned by the Origination Trust at
such time.



     “Origination Trust Documents” means the Origination Trust Agreement, the Transaction SUBI
Supplement, the Servicing Agreement (including the Transaction SUBI Servicing Supplement), the
Transaction SUBI Certificate and all amendments or modifications thereto.



     “Origination Trustees” means, collectively, the SUBI Trustee, the UTI Trustee, the
Administrative Trustee and the Delaware Trustee.



     “Other SUBI” means any special unit of beneficial interest in the Origination Trust other than
the Transaction SUBI.



     “Other SUBI Assets” means the Origination Trust Assets allocated to any SUBI other than the
Transaction SUBI.



     “Other SUBI Certificate” means a certificate of beneficial ownership representing beneficial
ownership of the Origination Trust Assets allocated to any SUBI other than the Transaction SUBI.



     “Other SUBI Portfolio” means a portfolio of Origination Trust Assets other than the
Transaction SUBI Portfolio.



     “Other SUBI Trustee” means the trustee of any Other SUBI appointed under Section
4.2(d) of the Origination Trust Agreement.



     “Outstanding” means, as of any date, all Notes (or all Notes of an applicable Class)
theretofore authenticated and delivered under this Indenture except:



          (i) Notes (or Notes of an applicable Class) theretofore cancelled by the Note Registrar or
delivered to the Note Registrar for cancellation;



          (ii) Notes (or Notes of an applicable Class) or portions thereof the payment for which
money in the necessary amount has been theretofore deposited with the Indenture Trustee or any
Paying Agent in trust for the related Noteholders (provided, however, that if such Notes are to be
redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision
therefor, satisfactory to the Indenture Trustee, has been made); and



          (iii) Notes (or Notes of an applicable Class) in exchange for or in lieu of other Notes
(or Notes of such Class) that have been authenticated and delivered pursuant to this Indenture
unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a
bona fide purchaser;



16









 




provided that in determining whether Noteholders holding the requisite Outstanding Note Amount have
given any request, demand, authorization, direction, notice, consent, vote or waiver hereunder or
under any Transaction Document, Notes owned by the Issuer, the Transferor, the Servicer, the
Administrator or any of their respective Affiliates shall be disregarded and deemed not to be
Outstanding (unless all Notes are then owned by the Issuer, the Transferor, the Servicer, the
Administrator or any of their respective Affiliates), except that, in determining whether the
Indenture Trustee shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, vote or waiver, only Notes that a Responsible Officer of the Indenture
Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee thereof establishes to the satisfaction of
the Indenture Trustee such pledgee’s right so to act with respect to such Notes and that such
pledgee is not the Issuer, the Transferor, the Servicer, the Administrator or any of their
respective Affiliates.




     “Outstanding Amount” or “Outstanding Note Amount” means the aggregate principal amount of all
Notes, or a Class of Notes, as applicable, Outstanding at the date of determination.



     “Owner Trustee” means Citibank, N.A., a national banking association, not in its individual
capacity but solely as owner trustee under the Trust Agreement, and any successor Owner Trustee
thereunder.



     “Paying Agent” means the Indenture Trustee or any other Person that meets the eligibility
standards for the Indenture Trustee set forth in Section 6.11 of the Indenture and is
authorized by the Issuer to make the payments to and distributions from the Collection Account and
the Principal Distribution Account, including the payment of principal of or interest on the Notes
on behalf of the Issuer.



     “Payment Date” means the 20th day of each calendar month; provided, however,
whenever a Payment Date would otherwise be a day that is not a Business Day, the Payment Date shall
be the next Business Day; provided, further, that the initial Payment Date shall be November 22,
2010. As used herein, the “related” Payment Date with respect to a Collection Period shall be
deemed to be the Payment Date which immediately follows such Collection Period.



     “Payment Date Advance Reimbursement” means, with respect to any Payment Date, an amount equal
to the sum of all outstanding Advances made by the Servicer prior to such Payment Date.



     “Permitted Investments” means (a) evidences of indebtedness, maturing within thirty (30) days
after the date of loan thereof, issued by, or guaranteed by the full faith and credit of, the
federal government of the USA, (b) repurchase agreements with banking institutions or
broker-dealers registered under the Exchange Act which are fully secured by obligations of the kind
specified in clause (a), (c) money market funds (i) rated not lower than the highest rating
category from Moody’s and “AAAm” or “AAAm-g” from Standard & Poor’s or (ii) which satisfy the
Rating Agency Condition or (d) commercial paper issued by any corporation incorporated under the
laws of the USA and rated at least “A-1+” (or the equivalent) by Standard & Poor’s and at least
“P-1” (or the equivalent) by Moody’s.



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     “Permitted Lien” means (1) with respect to any Unit (a) the interests of the parties under the
Transaction Documents; (b) the interests of the Origination Trust and any Lessee as provided in any
Lease; (c) any liens thereon for taxes, assessments, levies, fees and other government and similar
charges not due and payable or the amount or validity of which is being contested in good faith by
appropriate proceedings; (d) any liens of mechanics, suppliers, vendors, materialmen, laborers,
employees, repairmen and other like liens arising in the ordinary course of the Servicer’s, the
Issuer’s or the Origination Trust’s (or if a Lease is then in effect, any Lessee’s) business
securing obligations which are not due and payable or the amount or validity of which is being
contested in good faith by appropriate proceedings; (e) liens arising out of any judgment or award
against the Transferor or the Origination Trust (or if a Lease is then in effect, any Lessee) with
respect to which an appeal or proceeding for review is being taken in good faith and with respect
to which there shall have been secured a stay of execution pending such appeal or proceeding for
review; and (f) any lien of the Origination Trust noted on the certificate of title of the Vehicle
included in such Unit for the sole purpose of causing the certificate of title for such Vehicle to
be returned or otherwise delivered to the Transferor, the Servicer or the Origination Trust from
the relevant registrar of titles and which does not convey to the Origination Trust any other
rights with respect to such Vehicle; and (2) with respect to any SUBI or SUBI Certificate, the type
of liens described in subclauses (a), (c) and (e) of the foregoing
clause (1).



     “Person” means any individual, corporation, limited liability company, estate, partnership,
joint venture, association, joint stock company, trust (including any beneficiary thereof),
unincorporated organization or government or any agency or political subdivision thereof.



     “Postmaturity Term Extension” means, with respect to any Included Unit, that the Servicer has
granted an extension of the term of the related Lease, and the Lease term as so extended ends
beyond the last day of the Collection Period preceding the Final Scheduled Payment Date for the
Class A-4 Notes.



     “Predecessor Note” means, with respect to any particular Note, every previous Note evidencing
all or a portion of the same debt as that evidenced by such particular Note; provided, however, for
the purpose of this definition, any Note authenticated and delivered under Section 2.5 of
the Indenture in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Note.



     “Principal Distribution Account” means the account designated as such, established and
maintained pursuant to Section 8.2(c) of the Indenture.



     “Proceeding” means any suit in equity, action at law or other judicial or administrative
proceeding.



     “Pull-Ahead Amount” means, with respect to any Included Unit and the related Lease, an amount
equal to (a) the sum of (i) any due and unpaid payments under such Lease, plus (ii) the monthly
payment amount times the number of monthly payments not yet due with respect to such Lease, minus
(b) any unearned rent charges calculated under the scheduled actuarial method under such Lease.



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     “Qualified Intermediary” means any Person acting as a “qualified intermediary” for VCI’s
like-kind exchange program pursuant to Section 1.1031(k)-1(g)(4) of the Treasury Regulations
promulgated under the Code.



     “Qualified Intermediary Account” means each account established by the Qualified Intermediary
used to receive or hold funds in connection with VCI’s like-kind exchange program.



     “Rating Agency” means either Moody’s or Standard & Poor’s, as the context may require. If
neither Moody’s nor Standard & Poor’s nor a successor thereto remains in existence, “Rating Agency”
shall mean any nationally recognized statistical rating organization or other comparable Person
designated by the Transferor, notice of which shall be given to the Indenture Trustee, the Owner
Trustee, the Issuer Delaware Trustee and the Servicer.



     “Rating Agency Condition” means, with respect to any event and each Rating Agency, either (a)
written confirmation (which may be in the form of a letter, a press release or other publication,
or a change in such Rating Agency’s published ratings criteria to this effect) by such Rating
Agency that the occurrence of such event will not cause it to downgrade, qualify or withdraw its
rating assigned to the Notes or (b) that such Rating Agency shall have been given notice of such
event at least ten (10) days prior to such event (or, if (10) days’ advance notice is
impracticable, as much advance notice as is practicable) and such rating agency shall not have
issued any written notice that the occurrence of such event will cause it to downgrade, qualify or
withdraw its rating assigned to the Notes. Notwithstanding the foregoing, no Rating Agency has any
duty to review any notice given with respect to any event, and it is understood that such Rating
Agency may not actually review notices received by it prior to or after the expiration of the ten
(10) day period described in (b) above. Further, each Rating Agency retains the right to
downgrade, qualify or withdraw its rating assigned to all or any of the Notes at any time in its
sole judgment even if the Rating Agency Condition with respect to an event had been previously
satisfied pursuant to clause (a) or clause (b) above.



     “Record Date” means, unless otherwise specified in any Transaction Document, with respect to
any Payment Date or Redemption Date, (i) for any Definitive Notes and for the Certificates, the
close of business on the last Business Day of the calendar month immediately preceding the calendar
month in which such Payment Date or Redemption Date occurs and (ii) for any Book-Entry Notes, the
close of business on the Business Day immediately preceding such Payment Date or Redemption Date.



     “Records” means, for any Transaction Unit, all contracts, books, records and other documents
or information (including computer programs, tapes, disks, software and related property and
rights, to the extent legally transferable) relating to such Transaction Unit or the related
Lessee.



     “Recoveries” means, with respect to any Transaction Unit that has become a Defaulted Unit, all
monies collected by the Servicer (from whatever source, including, but not limited to, proceeds of
a deficiency balance or insurance proceeds recovered after the charge-off of the related
Transaction Unit) on such Defaulted Unit, net of any expenses incurred by the Servicer in



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connection therewith, Supplemental Servicing Fees and any payments required by law to be
remitted to the Lessee.




     “Redemption Date” means in the case of a redemption of the Notes pursuant to Section
10.1 of the Indenture, the Payment Date specified by the Administrator or the Issuer pursuant
to Section 10.1 of the Indenture.



     “Redemption Price” means an amount equal to the unpaid principal amount of the Notes redeemed
plus accrued and unpaid interest thereon at the applicable Interest Rate for the Notes being so
redeemed, up to but excluding the Redemption Date.



     “Registered Holder” means the Person in whose name a Note is registered on the Note Register
on the related Record Date.



     “Regular Principal Distribution Amount” means, with respect to any Payment Date, an amount not
less than zero, equal to the difference between (a) the excess, if any, of (i) the Outstanding
Amount of the Notes as of the preceding Payment Date (after giving effect to any principal payments
made on the Notes on such preceding Payment Date) over (ii) the Targeted Note Balance minus (b) the
First Priority Principal Distribution Amount, if any, with respect to such Payment Date.



     “Regulation AB” means Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such regulation may be amended from time to time and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.



     “Related Rights” means, with respect to any Vehicle and related Lease, all Origination Trust
Assets to the extent such assets are associated with such Unit.



     “Reportable Event” means any event required to be reported on Form 8-K, and in any event, the
following:



          (a) entry into a material definitive agreement related to the Issuer, the Notes or the
Transaction SUBI Portfolio or an amendment to a Transaction Document, even if the Transferor is not
a party to such agreement (e.g., a servicing agreement with a servicer contemplated by Item
1108(a)(3) of Regulation AB);



          (b) termination of a Transaction Document (other than by expiration of the agreement on
its stated termination date or as a result of all parties completing their obligations under such
agreement), even if the Transferor is not a party to such agreement (e.g., a servicing agreement
with a servicer contemplated by Item 1108(a)(3) of Regulation AB);



          (c) with respect to the Servicer only, the occurrence of a Servicer Replacement Event or
an Indenture Default;



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          (d) the resignation, removal, replacement or substitution of the Indenture Trustee or the
Owner Trustee; and



          (e) with respect to the Indenture Trustee only, a required distribution to Holders of the
Notes is not made as of the required Payment Date under the Indenture.



     “Reporting Date” means the second Business Day preceding the related Payment Date.



     “Reserve Account” means the account designated as such, established and maintained pursuant to
Section 8.2(a) of the Indenture.



     “Residual Losses” means, for any Collection Period, an amount (which, for the avoidance of
doubt, shall be a positive number in the case of residual losses and a negative number in the case
of residual gains) equal to (a) the sum of all residual losses (i.e., the amount by which the
Securitization Value of a Transaction Unit exceeds the Sales Proceeds for such Unit) for all
Included Units that became Terminated Units during such Collection Period following the scheduled
termination of the related Leases minus (b) the sum of all Excess Mileage Charges and Excess Wear
and Tear Charges received by the Servicer with respect to Included Units during such Collection
Period.



     “Responsible Officer” means, (a) with respect to the Indenture Trustee, any officer within the
corporate trust department of the Indenture Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other officer of the
Indenture Trustee who customarily performs functions similar to those performed by the persons who
at the time shall be such officers, respectively, or to whom any corporate trust matter is referred
because of such person’s knowledge of and familiarity with the particular subject and who, in each
case, shall have direct responsibility for the administration of the Indenture and, (b) with
respect to the Owner Trustee and each Origination Trustee, any officer within the Corporate Trust
Office of the Owner Trustee or such Origination Trustee, as applicable, and having direct
responsibility for the administration of the Issuer or the Origination Trust, respectively,
including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary,
or any other officer customarily performing functions similar to those performed by any of the
above designated officers and also, with respect to a particular matter, any other officer to whom
such matter is referred because of such officer’s knowledge of and familiarity with the particular
subject.



     “Sales Proceeds” means, with respect to any Transaction Vehicle, an amount equal to the
aggregate amount of proceeds received by the Servicer from the purchaser in connection with the
sale or other disposition of such Transaction Vehicle, net of any and all out-of-pocket costs and
expenses incurred by the Servicer in connection with such sale or other disposition, including
without limitation, all repossession, auction, painting, repair and any and all other similar
liquidation and refurbishment costs and expenses.



     “Sarbanes Certification” has the meaning set forth in Section 11.23(b)(iv) of the
Indenture.



     “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.



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     “Securities Act” means the Securities Act of 1933, as amended.



     “Securitization Rate” means, with respect to any Included Unit, 7.00%.



     “Securitization Value” means, for each Included Unit, (a) as of the Cut-Off Date or any date
other than the maturity date of the related Lease, the sum of (i) the present value (discounted at
the Securitization Rate) of the aggregate monthly payments remaining on the Lease (including
monthly payments due and not yet paid) and (ii) the present value (discounted at the Securitization
Rate) of the Base Residual Value of the related Vehicle and (b) as of the maturity date of the
related Lease, the Base Residual Value of the related Vehicle; provided, however, that the
Securitization Value of a Terminated Unit is equal to zero.



     “Servicer” means VCI, initially, and any replacement Servicer appointed pursuant to the
Transaction SUBI Servicing Supplement.



     “Servicer Certificate” has the meaning set forth in Section 8.3(a) of the Indenture.



     “Servicer Replacement Event” means any one or more of the following that shall have occurred
and be continuing:



     (a) any failure by the Servicer to deliver or cause to be delivered any required payment
to the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied
for ten business days after discovery thereof by an officer of the Servicer or receipt by the
Servicer of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a
majority of the Outstanding Note Amount, voting together as a single class;



     (b) any failure by the Servicer to duly observe or perform in any material respect any
other of its covenants or agreements in the Transaction SUBI Servicing Supplement or the Servicing
Agreement, which failure materially and adversely affects the rights of any holder of the
Transaction SUBI Certificate or the Noteholders, and which continues unremedied for 90 days after
discovery thereof by an officer of the Servicer or receipt by the Servicer of written notice
thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the Outstanding
Note Amount, voting together as a single class;



     (c) any representation or warranty of the Servicer made in the Transaction SUBI Servicing
Supplement or the Servicing Agreement, any other Transaction Document to which the Servicer is a
party or by which it is bound or any certificate delivered pursuant to the Transaction SUBI
Servicing Supplement or the Servicing Agreement proves to be incorrect in any material respect when
made, which failure materially and adversely affects the rights of any holder of the Transaction
SUBI Certificate or the Noteholders, and such failure continues unremedied for 90 days after
discovery thereof by an officer of the Servicer or receipt by the Servicer of written notice
thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the Outstanding
Note Amount, voting together as a single class; it being understood that any repurchase of a Unit
by VCI pursuant to Section 2.3 of the SUBI Sale Agreement shall be deemed to remedy any
incorrect representation or warranty with respect to such Unit; or



          (d) the Servicer suffers a Bankruptcy Event;



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provided, however, that a delay in or failure of performance referred to under clauses (a),
(b) or (c) above for a period of 120 days will not constitute a Servicer
Replacement Event if such delay or failure was caused by force majeure or other similar occurrence.




     “Servicing Agreement” means the Amended and Restated Servicing Agreement, dated as of December
21, 2000, between the Origination Trust and VCI, as amended, modified and supplemented by the
Transaction SUBI Servicing Supplement, and as the same may be further amended or modified from time
to time.



     “Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation
AB.



     “Servicing Fee” means, for any Collection Period, an amount equal to the product of (a)
one-twelfth (or, in the case of the initial Collection Period (i.e., the period commencing on the
close of business on the Cut-Off Date and ending on October 30, 2010), one-sixth), (b) 1.00% and
(c) the aggregate Securitization Value at the beginning of such Collection Period (or, in the case
of the first Payment Date, at the Cut-Off Date) of all Included Units for such Collection Period.



     “Settlor” means VCI, as settlor under the Origination Trust Agreement.



     “Special Purpose Entity” means any special purpose corporation, partnership, limited
partnership, trust, business trust, limited liability company or other entity created for one or
more Financings.



     “Standard & Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial
Services LLC business, or any successor that is a nationally recognized statistical rating
organization.



     “Stated Residual Value” means, for any Unit, the stated residual value of the related Vehicle
established at the time of origination of the related Lease or as subsequently revised in
connection with an extension of a Lease in accordance with Customary Servicing Practices.



     “Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code
§3801 et seq., as the same may be amended from time to time.



     “SUBI” means a special unit of beneficial interest in the Origination Trust.



     “SUBI Assets” means a separate portfolio of Origination Trust Assets allocated to a SUBI.



     “SUBI Certificate” means any trust certificate representing any SUBI.



     “SUBI Portfolio” means any portfolio of Origination Trust Assets allocated to the Transaction
SUBI or any Other SUBI.



     “SUBI Sale Agreement” means the SUBI Sale Agreement, dated as of the Closing Date, between VCI
and the Transferor, as the same may be amended or modified from time to time.



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     “SUBI Transfer Agreement” means the SUBI Transfer Agreement, dated as of the Closing Date,
between the Transferor and the Issuer, as amended or supplemented from time to time.



     “SUBI Trustee” means U.S. Bank, as SUBI Trustee under the Transaction SUBI Supplement.



     “Supplemental Servicing Fees” means any and all (i) late fees, (ii) extension fees, (iii)
prepayment charges, (iv) early termination fees or any other fees paid to the Servicer in
connection with the termination of any Lease (other than monthly lease payments and Excess Wear and
Tear Charges and Excess Mileage Charges), (v) non-sufficient funds charges and (vi) any and all
other administrative fees or similar charges allowed by applicable law received by or on behalf of
the Servicer, the Transferor, the Issuer or the Origination Trust with respect to any Unit.



     “Targeted Note Balance” means, the excess, if any, of (x) the aggregate Securitization Value
at the end of the Collection Period preceding such Payment Date over (y) the Targeted
Overcollateralization Amount.



     “Targeted
Overcollateralization Amount” means $214,286,490.48.



     “Targeted Reserve Account Balance” means $5,952,402.51.



     “Taxes” means all taxes, charges, fees, levies or other assessments (including income, gross
receipts, profits, withholding, excise, property, sales, use, license, occupation and franchise
taxes and including any related interest, penalties or other additions) imposed by any jurisdiction
or taxing authority (whether foreign or domestic).



     “Terminated Unit” means an Included Unit for which any of the following has occurred during a
Collection Period:



     (a) the related Vehicle was sold or otherwise disposed of by the Servicer following (i)
such Unit becoming a Defaulted Unit or (ii) the scheduled or early termination (including any early
termination by the related Lessee) of the related Lease;



     (b) such Unit became a Defaulted Unit or the related Lease terminated or expired more than
90 days prior to the end of such Collection Period and the related Vehicle was not sold; or



     (c) the Servicer’s records, in accordance with Customary Servicing Practices, disclose
that all insurance proceeds expected to be received have been received by the Servicer following a
Casualty or other loss with respect to the related Vehicle.



     “TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended and as in
force on the date hereof, unless otherwise specifically provided.



     “Transaction Documents” means the Indenture, the Notes, the Depository Agreement, the
Transaction SUBI Servicing Supplement, the Transaction SUBI Supplement, the Servicing



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Agreement (to the extent that it deals solely with the Transaction SUBI and the Transaction
SUBI Portfolio), the Origination Trust Agreement (to the extent that it deals solely with the
Transaction SUBI and the Transaction SUBI Portfolio), the SUBI Sale Agreement, the SUBI Transfer
Agreement, the Administration Agreement, the Trust Agreement and all other documents, instruments
and agreements executed or furnished on the Closing Date in connection herewith and therewith, as
the same may be amended or modified from time to time.




     “Transaction Lease” means, for any Transaction Vehicle, the Lease for such Transaction
Vehicle.



     “Transaction SUBI” means that special unit of beneficial interest of the Origination Trust
created by the Transaction SUBI Supplement to which Transaction Units are allocated.



     “Transaction SUBI Assets” means the Origination Trust Assets allocated to the Transaction
SUBI.



     “Transaction SUBI Certificate” means the certificate of beneficial ownership, representing
beneficial ownership of the Origination Trust Assets comprising the Transaction SUBI Portfolio,
issued pursuant to the Transaction SUBI Supplement.



     “Transaction SUBI Portfolio” means the Origination Trust Assets that are from time to time
identified and allocated to the Transaction SUBI in accordance with the terms of the Origination
Trust Documents.



     “Transaction SUBI Servicing Supplement” means the Transaction SUBI Supplement 2010-A to
Servicing Agreement, dated as of the Closing Date, among the Origination Trust, the SUBI Trustee
and the Servicer, as the same may be amended or modified from time to time.



     “Transaction SUBI Supplement” means the Transaction SUBI Supplement 2010-A to Origination
Trust Agreement, dated as of the Closing Date, between VCI, as Settlor and Initial Beneficiary, and
U.S. Bank, as Administrative Trustee, UTI Trustee and SUBI Trustee, as the same may be amended or
modified from time to time.



     “Transaction Unit” means a Unit that has been allocated to the Transaction SUBI Portfolio, the
entire beneficial ownership interest in which is represented by the Transaction SUBI Certificate.



     “Transaction Vehicle” means, at any time, a Vehicle then identified and allocated to the
Transaction SUBI.



     “Transferor” means Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited
liability company.



     “Treasury Regulations” means regulations, including proposed or temporary regulations,
promulgated under the Code from time to time.



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     “Trust Agreement” means the Amended and Restated Trust Agreement, dated as of the Closing
Date, between the Transferor, the Owner Trustee and the Issuer Delaware Trustee, as the same may be
amended and supplemented from time to time.



     “Trust Estate” means all money, accounts, chattel paper, general intangibles, goods,
instruments, investment property and other property of the Issuer, including (i) the Transaction
SUBI Certificate (transferred pursuant to the SUBI Transfer Agreement), evidencing a 100%
beneficial interest in the Transaction SUBI and the Included Units, including the right to payments
thereunder after the Cut-Off Date, (ii) the Transaction SUBI, (iii) the rights of the Issuer to the
funds on deposit from time to time in the Accounts and any other account or accounts established
pursuant to the Indenture and all cash, investment property and other property from time to time
credited thereto and all proceeds thereof (including investment earnings, net of losses and
investment expenses, on amounts on deposit therein), (iv) the rights of the Transferor, as buyer,
under the SUBI Sale Agreement, (v) the rights of the Issuer, as buyer, under the SUBI Transfer
Agreement, (vi) the rights of the Issuer, as a third-party beneficiary, under the Transaction SUBI
Servicing Supplement, (vii) the rights of the Issuer, as a third-party beneficiary, under the
Servicing Agreement, (viii) the rights of the Issuer, as a third-party beneficiary, under the
Transaction SUBI Supplement, (ix) the rights of the Issuer, as a third-party beneficiary, under the
Origination Trust Agreement and (x) all proceeds of the foregoing (it being understood that, with
respect to Sales Proceeds, the actual Sales Proceeds shall be held by the Qualified Intermediary or
in a Qualified Intermediary Account and shall not constitute part of the Trust Estate).



     “Trustees” means the Issuer Delaware Trustee and the Owner Trustee.



     “UCC” means, unless the context otherwise requires, the Uniform Commercial Code as in effect
in the relevant jurisdiction, as amended from time to time.



     “Underwriters” mean the several underwriters set forth on Schedule I of the
Underwriting Agreement dated October 27, 2010 among the Transferor, VCI and Barclays Capital Inc.,
as representative of the Underwriters.



     “Unit” means a Vehicle, the related Lease and the Related Rights associated therewith.



     “United States” or “USA” means the United States of America (including all states, the
District of Columbia and political subdivisions thereof).



     “U.S. Bank” means U.S. Bank National Association, a national banking association, as successor
to U.S. Bank Trust National Association, with a corporate trust office in Chicago, Illinois.



     “UTI” has the meaning specified in Section 4.1(a) of the Origination Trust Agreement.



     “UTI Asset” has the meaning specified in Section 4.1(a) of the Origination Trust
Agreement.



     “UTI Certificate” has the meaning specified in Section 4.1(a) of the Origination Trust
Agreement.



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     “UTI Portfolio” means the portfolio consisting of all Origination Trust Assets not allocated
to a SUBI Portfolio.



     “UTI Trustee” means U.S. Bank, as UTI Trustee under the Origination Trust Agreement.



     “VCI” means VW Credit, Inc., a Delaware corporation, and its successors and assigns.



     “Vehicle” means an automobile, sport utility vehicle, van, luxury vehicle, mid-range vehicle,
economy vehicle or light general purpose truck, together with any and all non-severable appliances,
parts, instruments, accessories, furnishings, other equipment, accessions, additions, improvements,
substitutions and replacements from time to time in or to such vehicle.



     “Volkswagen AG” means Volkswagen Aktiengesellschaft or its successor in interest.



     The foregoing definitions shall be equally applicable to both the singular and plural forms of
the defined terms. Unless otherwise inconsistent with the terms of this Indenture, all accounting
terms used herein shall be interpreted, and all accounting determinations hereunder shall be made,
in accordance with GAAP. Amounts to be calculated hereunder shall be continuously recalculated at
the time any information relevant to such calculation changes.




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