EX-10.5





Exhibit 10.5




VOLKSWAGEN AUTO LEASE TRUST 2009-A




AMENDED AND RESTATED TRUST AGREEMENT




between




VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC,

as the Depositor,




CITIBANK, N.A.,

as the Owner Trustee



and




CITIGROUP TRUST – DELAWARE, N.A.,

as the Issuer Delaware Trustee




Dated as of May 12, 2009



















 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	SECTION 1.1 Capitalized Terms
	 	 	1	 
	SECTION 1.2 Other Interpretive Provisions
	 	 	1	 
	ARTICLE II ORGANIZATION
	 	 	1	 
	SECTION 2.1 Name
	 	 	1	 
	SECTION 2.2 Office
	 	 	2	 
	SECTION 2.3 Purposes and Powers
	 	 	2	 
	SECTION 2.4 Appointment of the Trustees
	 	 	2	 
	SECTION 2.5 Initial Capital Contribution of Trust Estate
	 	 	3	 
	SECTION 2.6 Declaration of Trust
	 	 	3	 
	SECTION 2.7 Organizational Expenses; Liabilities of the Holders
	 	 	3	 
	SECTION 2.8 Title to the Trust Estate
	 	 	3	 
	SECTION 2.9 Representations and Warranties of the Transferor
	 	 	3	 
	SECTION 2.10 Situs of Issuer
	 	 	4	 
	ARTICLE III CERTIFICATE AND TRANSFER OF CERTIFICATE
	 	 	5	 
	SECTION 3.1 Initial Ownership
	 	 	5	 
	SECTION 3.2 Authentication of Certificate
	 	 	5	 
	SECTION 3.3 Form of the Certificate
	 	 	5	 
	SECTION 3.4 Registration of Certificates
	 	 	5	 
	SECTION 3.5 Transfer of Certificate
	 	 	5	 
	SECTION 3.6 Lost, Stolen, Mutilated or Destroyed Certificates
	 	 	7	 
	ARTICLE IV ACTIONS BY OWNER TRUSTEE
	 	 	7	 
	SECTION 4.1 Prior Notice to Certificateholder with Respect to Certain Matters
	 	 	7	 
	SECTION 4.2 Action by Certificateholder with Respect to Certain Matters
	 	 	8	 
	SECTION 4.3 Action by Certificateholder with Respect to Bankruptcy
	 	 	8	 
	SECTION 4.4 Restrictions on Certificateholder’s Power
	 	 	8	 
	SECTION 4.5 Majority Control
	 	 	8	 
	ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	 	 	8	 
	SECTION 5.1 Application of Trust Funds
	 	 	8	 
	SECTION 5.2 Method of Payment
	 	 	8	 
	SECTION 5.3 Sarbanes-Oxley Act; Term Asset-Backed Securities Loan Facility
	 	 	9	 
	SECTION 5.4 Signature on Returns
	 	 	9	 
	ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE
	 	 	9	 






-i-









 





TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page	 
	SECTION 6.1 General Authority
	 	 	9	 
	SECTION 6.2 General Duties
	 	 	9	 
	SECTION 6.3 Action upon Instruction
	 	 	10	 
	SECTION 6.4 No Duties Except as Specified in this Agreement or in Instructions
	 	 	10	 
	SECTION 6.5 No Action Except under Specified Documents or Instructions
	 	 	11	 
	SECTION 6.6 Restrictions
	 	 	11	 
	SECTION 6.7 Rights and Protections of the Issuer Delaware Trustee
	 	 	11	 
	SECTION 6.8 Duties of the Issuer Delaware Trustee
	 	 	11	 
	ARTICLE VII CONCERNING THE TRUSTEES
	 	 	12	 
	SECTION 7.1 Acceptance of Trusts and Duties
	 	 	12	 
	SECTION 7.2 Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholder promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Transaction Documents
	 	 	12	 
	SECTION 7.3 Representations and Warranties
	 	 	12	 
	SECTION 7.4 Reliance; Advice of Counsel
	 	 	13	 
	SECTION 7.5 Not Acting in Individual Capacity
	 	 	14	 
	SECTION 7.6 The Trustees May Own Notes
	 	 	14	 
	ARTICLE VIII COMPENSATION AND INDEMNIFICATION OF THE TRUSTEES
	 	 	14	 
	SECTION 8.1 The Trustees’ Fees and Expenses
	 	 	14	 
	SECTION 8.2 Indemnification
	 	 	14	 
	SECTION 8.3 Payments to the Owner Trustee
	 	 	15	 
	SECTION 8.4 Survival of Article VIII
	 	 	15	 
	ARTICLE IX TERMINATION OF TRUST AGREEMENT
	 	 	15	 
	SECTION 9.1 Termination of Trust Agreement
	 	 	15	 
	SECTION 9.2 Dissolution of the Issuer
	 	 	15	 
	SECTION 9.3 Limitations on Termination
	 	 	15	 
	SECTION 9.4 Purchase of the Transaction SUBI Certificate
	 	 	16	 
	ARTICLE X SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES
	 	 	16	 
	SECTION 10.1 Eligibility Requirements for the Trustees
	 	 	16	 
	SECTION 10.2 Resignation or Removal of the Either Trustee
	 	 	16	 
	SECTION 10.3 Successor Trustee
	 	 	17	 






-ii-









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	SECTION 10.4 Merger or Consolidation of a Trustee
	 	 	17	 
	SECTION 10.5 Appointment of Co-Trustee or Separate Trustee
	 	 	18	 
	ARTICLE XI MISCELLANEOUS
	 	 	19	 
	SECTION 11.1 Supplements and Amendments
	 	 	19	 
	SECTION 11.2 No Legal Title to Trust Estate in Certificateholder
	 	 	20	 
	SECTION 11.3 Limitations on Rights of Others
	 	 	20	 
	SECTION 11.4 Notices
	 	 	20	 
	SECTION 11.5 Severability
	 	 	21	 
	SECTION 11.6 Separate Counterparts
	 	 	21	 
	SECTION 11.7 Successors and Assigns
	 	 	21	 
	SECTION 11.8 No Petition
	 	 	21	 
	SECTION 11.9 Headings
	 	 	21	 
	SECTION 11.10 GOVERNING LAW
	 	 	21	 
	SECTION 11.11 Each SUBI Separate; Assignees of SUBI
	 	 	22	 
	SECTION 11.12 Waiver of Jury Trial
	 	 	22	 
	SECTION 11.13 Information Requests
	 	 	23	 
	SECTION 11.14 Form 10-D and Form 10-K Filings
	 	 	23	 
	SECTION 11.15 Form 8-K Filings
	 	 	23	 
	SECTION 11.16 Indemnification
	 	 	23	 






EXHIBIT A – Form of Certificate





-iii-









 








AMENDED AND RESTATED TRUST AGREEMENT




     This AMENDED AND RESTATED TRUST AGREEMENT is made as of May 12, 2009 (as from time to time
amended, supplemented or otherwise modified and in effect, this “Agreement”) between
VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company, as the
depositor (the “Transferor”), CITIBANK, N.A., a national banking association, as the owner
trustee (the “Owner Trustee”) and CITIGROUP TRUST – DELAWARE, N.A., a federally chartered
trust company, as the Delaware trustee (the “Issuer Delaware Trustee” and together with the
Owner Trustee, the “Trustees” and each a “Trustee”)



ARTICLE I




DEFINITIONS




     SECTION 1.1 Capitalized Terms. Unless otherwise indicated, capitalized terms used in this
Agreement are defined in Appendix A to the Indenture, dated as of the date hereof (as the same may
be amended, modified or supplemented from time to time, the “Indenture”), between the
Issuer (as defined below) and Deutsche Bank Trust Company Americas, as indenture trustee (the
“Indenture Trustee”).



     SECTION 1.2 Other Interpretive Provisions. All terms defined in this Agreement shall have
the defined meanings when used in any certificate or other document delivered pursuant hereto
unless otherwise defined therein. For purposes of this Agreement and all such certificates and
other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined
in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined,
shall have the respective meanings given to them under GAAP; (b) terms defined in Article 9 of the
UCC as in effect in the State of Delaware and not otherwise defined in this Agreement are used as
defined in that Article; (c) the words “hereof,” “herein” and “hereunder” and words of similar
import refer to this Agreement as a whole and not to any particular provision of this Agreement;
(d) references to any Article, Section, Schedule or Exhibit are references to Articles, Sections,
Schedules and Exhibits in or to this Agreement, and references to any paragraph, subsection, clause
or other subdivision within any Section or definition refer to such paragraph, subsection, clause
or other subdivision of such Section or definition; (e) the term “including” means “including
without limitation”; (f) 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 (g) references to any
Person include that Person’s successors and assigns.



ARTICLE II




ORGANIZATION




     SECTION 2.1 Name. The trust created under the Initial Trust Agreement dated as of April 27,
2009 and by the filing of the certificate of trust pursuant to the Statutory Trust Act and
continued hereby shall be known as “Volkswagen Auto Lease Trust 2009-A” (the “Issuer”), in



 









 





which name the Owner Trustee may conduct the business of such trust, make and execute
contracts and other instruments on behalf of such trust and sue and be sued.



     SECTION 2.2 Office. The office of the Issuer shall be in care of the Owner Trustee at the
Corporate Trust Office or at such other address as the Owner Trustee may designate by written
notice to the Certificateholder, the Transferor and the Administrator.



     SECTION 2.3 Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the
power and authority, to engage in the following activities:




     (a) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this
Agreement, and to sell, transfer and exchange the Notes and the Certificate and to pay
interest on and principal of the Notes and distributions on the Certificate;




     (b) to acquire the property and assets set forth in the SUBI Transfer Agreement from
the Transferor pursuant to the terms thereof, to make deposits to and withdrawals from the
Collection Account, the Principal Distribution Account and the Reserve Account and to pay
the organizational, start-up and transactional expenses of the Issuer;




     (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant
to the Indenture and to hold, manage and distribute to the Certificateholder any portion of
the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the
Indenture;




     (d) to enter into and perform its obligations under the Transaction Documents to which
it is a party;




     (e) to engage in other activities, including entering into agreements, that are
necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or
connected therewith; and




     (f) subject to compliance with the Transaction Documents, to engage in such other
activities as may be required in connection with conservation of the Trust Estate and the
making of distributions to the Certificateholder and the Noteholders.


The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the
Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall engage in any
activity other than in connection with the foregoing or other than as required or authorized by the
terms of this Agreement, the other Transaction Documents or the Statutory Trust Act.




     SECTION 2.4 Appointment of the Trustees. The Transferor hereby appoints the Owner Trustee as
trustee of the Issuer effective as of the date hereof, to have all the rights, powers and duties
set forth herein and under the Statutory Trust Act. The Transferor hereby appoints the Issuer
Delaware Trustee as Delaware trustee of the Issuer effective as of the date hereof for the sole
purpose of satisfying the requirement of Section 3807(a) of the Statutory Trust Act that the Issuer
have at least one trustee with a principal place of business in the State of Delaware. It is
understood and agreed by the parties hereto that the Issuer Delaware Trustee shall have none of the
duties or liabilities of the Owner Trustee.



2









 





     SECTION 2.5 Initial Capital Contribution of Trust Estate. As of the date of the Initial
Trust Agreement, the Transferor sold, assigned, transferred, conveyed and set over to the Owner
Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Transferor,
as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and
shall be deposited by the Transferor in the Collection Account.



     SECTION 2.6 Declaration of Trust. The Owner Trustee hereby declares that it will hold the
Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit
of the Certificateholder, subject to the obligations of the Issuer under the Transaction Documents
and under the Statutory Trust Act. It is the intention of the parties hereto that the Issuer
constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the
governing instrument of such statutory trust. It is the intention of the parties hereto that,
solely for income, franchise and value added tax purposes, so long as there is a single beneficial
owner of the Certificate, the Issuer will be disregarded as an entity separate from such beneficial
owner and the Notes will be characterized as debt. The parties agree that, unless otherwise
required by appropriate tax authorities, the Issuer will not file or cause to be filed annual or
other necessary returns, reports and other forms consistent with the characterization of the Issuer
as an entity separate from its beneficial owner. In the event that the Issuer is deemed to have
more than one beneficial owner for federal income tax purposes, the Issuer will file returns,
reports and other forms consistent with the characterization of the Issuer as a partnership, and
this Agreement shall be amended to include such provisions as may be required under Subchapter K of
the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee
shall have all rights, powers and duties set forth herein and in the Statutory Trust Act with
respect to accomplishing the purposes of the Issuer. The Trustees filed the Certificate of Trust
with the Secretary of State of the State of Delaware as required by Section 3810(a) of the
Statutory Trust Act. Notwithstanding anything herein or in the Statutory Trust Act to the
contrary, it is the intention of the parties hereto that the Issuer constitute a “business trust”
within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code.



     SECTION 2.7 Organizational Expenses; Liabilities of the Holders.




     (a) The Administrator shall pay organizational expenses of the Issuer as they may
arise.




     (b) No Certificateholder (including the Transferor) shall have any personal liability
for any liability or obligation of the Issuer.



     SECTION 2.8 Title to the Trust Estate. Legal title to all the Trust Estate shall be vested
at all times in the Issuer as a separate legal entity.



     SECTION 2.9 Representations and Warranties of the Transferor. The Transferor hereby
represents and warrants to the Trustees that, as of the date hereof:




     (a) Organization and Power. The Transferor is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of Delaware and
has all power and authority required to carry on its business as it is now conducted. The
Transferor has obtained all necessary licenses and approvals in all jurisdictions



3









 







where the failure to do so would materially and adversely affect the business,
properties, financial condition or results of operations of the Transferor, taken as a
whole.




     (b) Authorization and No Contravention. The execution, delivery and performance by
the Transferor of each Transaction Document to which it is a party (i) have been duly
authorized by all necessary limited liability company action and (ii) do not violate or
constitute a default under (A) any applicable law, rule or regulation, (B) its
organizational instruments or (C) any agreement, contract, order or other instrument to
which it is a party or its property is subject and (iii) will not result in any Adverse
Claim on any Transaction Unit or Collection or give cause for the acceleration of any
indebtedness of the Transferor.




     (c) No Consent Required. No approval, authorization or other action by, or filing
with, any Governmental Authority is required in connection with the execution, delivery and
performance by the Transferor of any Transaction Document other than UCC filings and other
than approvals and authorizations that have previously been obtained and filings which have
previously been made.




     (d) Binding Effect. Each Transaction Document to which the Transferor is a party
constitutes the legal, valid and binding obligation of the Transferor enforceable against
the Transferor in accordance with its terms, except as limited by bankruptcy, insolvency, or
other similar laws of general application relating to or affecting the enforcement of
creditors’ rights generally and subject to general principles of equity.




     (e) No Proceedings. There is no action, suit, proceeding or investigation pending or,
to the knowledge of the Transferor, threatened against the Transferor which, either in any
one instance or in the aggregate, would result in any material adverse change in the
business, operations, financial condition, properties or assets of the Transferor, or in any
material impairment of the right or ability of the Transferor to carry on its business
substantially as now conducted, or in any material liability on the part of the Transferor,
or which would render invalid this Agreement or the Transaction Units or the obligations of
the Transferor contemplated herein, or which would materially impair the ability of the
Transferor to perform under the terms of this Agreement or any other Transaction Document.



     SECTION 2.10 Situs of Issuer. The Issuer shall be located in the State of Delaware and
administered in the State of Delaware or the State of New York. All bank accounts maintained by
the Owner Trustee on behalf of the Issuer shall be located in the State of Delaware or the State of
New York. The Issuer shall not have any employees in any state; provided, however, that nothing
herein shall restrict or prohibit the Owner Trustee from having employees within or without the
State of Delaware. Payments will be received by the Issuer only in the State of Delaware or the
State of New York and payments will be made by the Issuer only from the State of Delaware or the
State of New York.



4









 





ARTICLE III




CERTIFICATE AND TRANSFER OF CERTIFICATE




     SECTION 3.1 Initial Ownership. Upon the formation of the Issuer and until the issuance of
the Certificate, the Transferor shall be the sole beneficiary of the Issuer; and upon the issuance
of the Certificate, the Transferor will no longer be a beneficiary of the Issuer, except to the
extent that the Transferor is the Certificateholder.



     SECTION 3.2 Authentication of Certificate. Concurrently with the sale of the Transaction
SUBI Certificate to the Issuer pursuant to the SUBI Transfer Agreement, the Owner Trustee shall
cause the Certificate to be executed on behalf of the Issuer, authenticated and delivered to or
upon the written order of the Transferor, signed by its chairman of the board, its president, its
chief financial officer, its chief accounting officer, any vice president, its secretary, any
assistant secretary, its treasurer or any assistant treasurer, without further corporate action by
the Transferor. The Certificate shall represent 100% of the beneficial interest in the Issuer and
shall be fully-paid and nonassessable.



     SECTION 3.3 Form of the Certificate. The Certificate, upon issuance, will be issued in the
form of a typewritten Certificate, substantially in the form of Exhibit A hereto,
representing a definitive Certificate and shall be registered in the name of “Volkswagen Auto
Lease/Loan Underwritten Funding, LLC” as the initial registered owner thereof. The Owner Trustee
shall execute and authenticate, or cause to be authenticated, the definitive Certificate in
accordance with the instructions of the Transferor.



     SECTION 3.4 Registration of Certificates. The Owner Trustee shall maintain at its office
referred to in Section 2.2, or at the office of any agent appointed by it, a register for
the registration and transfer of the Certificate.



     SECTION 3.5 Transfer of Certificate. (a) The Certificateholder may assign, convey or
otherwise transfer all or any of its right, title and interest in the Certificate; provided, that
(i) the Rating Agency Condition is satisfied, (ii) the Owner Trustee and the Issuer receive an
Opinion of Counsel (at no cost or expense to the Owner Trustee) stating that, in the opinion of
such counsel, such transfer will not cause the Issuer to be treated as a publicly traded
partnership for federal income tax purposes, (iii) the Certificate (or any interest therein) may
not be acquired by or for the account of or with the assets of a Benefit Plan and (iv) the
Certificate (or any interest therein) may not be acquired by or for the account of (x) any person
which is not a United States person under the Code or (y) any person considered a partnership for
United States Federal income tax purposes unless all of its partners for such purposes are United
States persons under the Code. By accepting and holding the Certificate (or any interest therein),
the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan
and is not purchasing the Certificate (or any interest therein) on behalf of a Benefit Plan. By
accepting and holding the Certificate (or any interest therein) the Holder shall be deemed to have
represented and warranted that clause (iv) of the first sentence hereof above is satisfied.
Subject to the transfer restrictions contained herein and in the Certificate, the
Certificateholder may transfer all or any portion of the beneficial interest in the Issuer
evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the
documents required by this Section. Such



5









 







transfer may be made by the registered Certificateholder in person or by his attorney duly
authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a
written instrument of transfer and with such signature guarantees and evidence of authority of the
Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly
upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s
Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and
its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute
and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the
Issuer. In the event a transferor transfers only a portion of its beneficial interest in the
Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing
such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer
and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and
destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may
treat the Person in whose name any Certificate is registered as the sole owner of the beneficial
interest in the Issuer evidenced by such Certificate.




     (b) As a condition precedent to any registration of transfer under this Section
3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment
of any tax or taxes or other governmental charges required to be paid in connection with
such transfer.




     (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate
unless each of the transferor and the transferee have certified to the Owner Trustee that
such transfer does not violate any of the transfer restrictions stated herein. The Owner
Trustee shall not be liable to any Person for registering any transfer based on such
certifications.




     (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s
interest (or any economic interest therein), whether to another Certificateholder or to a
Person who is not a Certificateholder, shall be effective, and any such transfer (or
purported transfer) shall be void ab initio, and no Person shall otherwise become a
Certificateholder if, after such transfer (or purported transfer), the Issuer would have
more than 95 Certificateholders. For purposes of determining whether the Issuer will have
more than 95 Certificateholders, each Person indirectly owning an interest through a
partnership (including any entity treated as a partnership for federal income tax purposes),
a grantor trust or an S corporation (each such entity, a “flow-through entity”) shall be
treated as a Certificateholder unless the Transferor determines in its sole and absolute
discretion, after consulting with qualified tax counsel, that less than substantially all of
the value of the beneficial owner’s interest in the flow-through entity is attributable to
the flow-through entity’s interest (direct or indirect) in the Issuer.




     (e) No transfer shall be permitted if the same is effected through an established
securities market or secondary market (or the substantial equivalent thereof) within the
meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor”
treatment under Section 7704 of the Code.



6









 






     (f) With respect to paragraphs (d) and (e) of this Section 3.5, the Owner
Trustee is entitled to receive and may conclusively rely on certifications from the
Transferor or a Certificateholder stating that the restrictions set forth in paragraphs (d)
and (e) would not be applicable in connection with any transfer.



     SECTION 3.6 Lost, Stolen, Mutilated or Destroyed Certificates. If (i) any mutilated
Certificate is surrendered to the Owner Trustee, or (ii) the Owner Trustee receives evidence to its
satisfaction that any Certificate has been destroyed, lost or stolen, and upon proof of ownership
satisfactory to the Owner Trustee together with such security or indemnity as may be requested by
the Owner Trustee to save it harmless, the Owner Trustee shall execute and deliver a new
Certificate for the same percentage of beneficial interest in the Issuer as the Certificate so
mutilated, destroyed, lost or stolen, of like tenor and bearing a different issue number, with such
notations, if any, as the Owner Trustee shall determine. Upon the issuance of any new Certificate
under this Section 3.6, the Issuer or Owner Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of the Certificate and any other reasonable expenses (including the reasonable
fees and expenses of the Issuer and the Owner Trustee) connected therewith. Any duplicate
Certificate issued pursuant to this Section 3.6 shall constitute complete and indefeasible
evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.



ARTICLE IV




ACTIONS BY OWNER TRUSTEE




     SECTION 4.1 Prior Notice to Certificateholder with Respect to Certain Matters. With respect
to the following matters, the Owner Trustee shall not take action unless at least 30 days before
the taking of such action, the Owner Trustee shall have notified the Certificateholder in writing
of the proposed action and the Certificateholder shall not have notified the Owner Trustee in
writing prior to the 30th day after such notice is given that the Certificateholder has withheld
consent or provided alternative direction:




     (a) the amendment of the Indenture by a supplemental indenture in circumstances where
the consent of any Noteholder is required;




     (b) the amendment of the Indenture by a supplemental indenture in circumstances where
the consent of any Noteholder is not required and such amendment materially adversely
affects the interests of the Certificateholder;




     (c) the amendment, change or modification of the SUBI Transfer Agreement or the
Administration Agreement, except to cure any ambiguity or defect or to amend or supplement
any provision in a manner that would not materially adversely affect the interests of the
Certificateholder; or




     (d) the appointment pursuant to the Indenture of a successor Indenture Trustee or the
consent to the assignment by the Note Registrar or the Indenture Trustee of its obligations
under the Indenture or this Agreement, as applicable.



7









 





     SECTION 4.2 Action by Certificateholder with Respect to Certain Matters. The Owner Trustee
shall not have the power, except upon the direction of the Certificateholder, to (a) except as
expressly provided in the Transaction Documents, sell the Collateral after the termination of the
Indenture in accordance with its terms, (b) remove the Administrator under the Administration
Agreement pursuant to Section 8 thereof or (c) appoint a successor Administrator pursuant
to Section 8 of the Administration Agreement. The Owner Trustee shall take the actions
referred to in the preceding sentence only upon written instructions signed by the
Certificateholder.



     SECTION 4.3 Action by Certificateholder with Respect to Bankruptcy. The Owner Trustee shall
not have the power to commence a voluntary Proceeding in bankruptcy relating to the Issuer until
one year and one day after the Outstanding Amount of all the Notes has been reduced to zero and
without the prior written approval of the Certificateholder and the delivery to the Owner Trustee
by the Certificateholder of a certificate certifying that the Certificateholder reasonably believes
that the Issuer is insolvent. The Issuer Delaware Trustee shall not have the power to commence a
voluntary Proceeding in bankruptcy relating to the Issuer and no consent or approval by the Issuer
Delaware Trustee shall be required with respect to a voluntary Proceeding in bankruptcy relating to
the Issuer.



     SECTION 4.4 Restrictions on Certificateholder’s Power. The Certificateholder shall not
direct the Trustees to take or refrain from taking any action if such action or inaction would be
contrary to any obligation of the Issuer or such Trustee under this Agreement or any of the
Transaction Documents or would be contrary to Section 2.3, nor shall such Trustee be
obligated to follow any such direction, if given.



     SECTION 4.5 Majority Control. To the extent that there is more than one Certificateholder,
any action which may be taken or consent or instructions which may be given by the
Certificateholders under this Agreement may be taken by Certificateholders holding in the aggregate
a percentage of the beneficial interest in the Issuer equal to more than 50% of the beneficial
interest in the Issuer at the time of such action.



ARTICLE V




APPLICATION OF TRUST FUNDS; CERTAIN DUTIES




     SECTION 5.1 Application of Trust Funds. Distributions on the Certificate shall be made in
accordance with the provisions of the Indenture. Subject to the lien of the Indenture, the Owner
Trustee shall promptly distribute to the Certificateholder all other amounts (if any) received by
the Issuer or the Owner Trustee in respect of the Trust Estate. After the Indenture has been
discharged with respect to the Collateral, the Owner Trustee shall distribute all amounts received
(if any) by the Issuer and the Owner Trustee in respect of the Trust Estate at the direction of the
Certificateholder.



     SECTION 5.2 Method of Payment. Subject to the Indenture, distributions required to be made
to the Certificateholder on any Payment Date and all amounts received by the Issuer or the Owner
Trustee on any other date that are payable to the Certificateholder pursuant to this Agreement or
any other Transaction Document shall be made to the Certificateholder by wire



8









 







transfer, in immediately available funds, to the account of the Certificateholder designated
by the Certificateholder to the Owner Trustee and Indenture Trustee in writing.



     SECTION 5.3 Sarbanes-Oxley Act; Term Asset-Backed Securities Loan Facility. Notwithstanding
anything to the contrary herein or in any Transaction Document, the Trustees shall not be required
to execute, deliver or certify in accordance with the provisions of the Sarbanes-Oxley Act or TALF
on behalf of the Issuer or any other Person, any periodic reports filed pursuant to the Exchange
Act, or any other documents pursuant to the Sarbanes-Oxley Act or TALF.



     SECTION 5.4 Signature on Returns. Subject to Section 2.6, the Certificateholder
shall sign on behalf of the Issuer the tax returns of the Issuer, unless applicable law requires
the Owner Trustee to sign such documents, in which case such documents shall be signed by the Owner
Trustee at the written direction of the Certificateholder.



ARTICLE VI




AUTHORITY AND DUTIES OF OWNER TRUSTEE




     SECTION 6.1 General Authority. The Owner Trustee is authorized and directed to execute and
deliver the Transaction Documents to which the Issuer is named as a party and each certificate or
other document attached as an exhibit to or contemplated by the Transaction Documents to which the
Issuer is named as a party and any amendment thereto, in each case, in such form as the Transferor
shall approve, as evidenced conclusively by the Owner Trustee’s execution thereof, to direct the
Indenture Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of
$373,000,000, Class A-2 Notes in the aggregate principal amount of $489,000,000, Class A-3 Notes in
the aggregate principal amount of $774,000,000, and Class A-4 Notes in the aggregate principal
amount of $114,000,000. In addition to the foregoing, the Owner Trustee is authorized to take all
actions required of the Issuer pursuant to the Transaction Documents. The Owner Trustee is further
authorized from time to time to take such action as the Transferor or the Administrator recommends
or directs in writing with respect to the Transaction Documents, except to the extent that this
Agreement expressly requires the consent of the Certificateholder for such action, and the Owner
Trustee shall not be liable to any Person for any action or inaction taken pursuant to such
direction.



     SECTION 6.2 General Duties. It shall be the duty of the Owner Trustee to discharge (or cause
to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the other
Transaction Documents and to administer the Issuer in the interest of the Certificateholder,
subject to the terms of the Transaction Documents, and in accordance with the provisions of this
Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Owner Trustee
shall be deemed to have discharged its duties and responsibilities hereunder and under the
Transaction Documents to the extent the Administrator has agreed in the Administration Agreement to
perform any act or to discharge any duty of the Issuer or the Owner Trustee hereunder or under any
Transaction Document, and the Owner Trustee shall not be liable for the default or failure of the
Administrator to carry out its obligations under the Administration Agreement and shall have no
duty to monitor the performance of the Administrator or any other Person under the Administration
Agreement or any other document. The Owner Trustee shall



9









 







have no obligation to administer, service or collect the Transaction Units or the Transaction
SUBI or to maintain, monitor or otherwise supervise the administration, servicing or collection of
the Transaction Units or the Transaction SUBI. The Owner Trustee shall not be required to perform
any of the obligations of the Issuer under any Transaction Document that are required to be
performed by VCI, the Servicer, the Transferor, the Administrator or the Indenture Trustee.



     SECTION 6.3 Action upon Instruction. (a) Subject to Article IV, and in accordance
with the Transaction Documents, the Certificateholder may, by written instruction, direct the Owner
Trustee in the management of the Issuer. Such direction may be exercised at any time by written
instruction of the Certificateholder pursuant to Article IV.




     (b) The Owner Trustee shall not be required to take any action hereunder or under any
Transaction Document if the Owner Trustee shall have reasonably determined or been advised
by counsel that such action is likely to result in liability on the part of the Owner
Trustee or is contrary to the terms hereof or of any Transaction Document or is otherwise
contrary to law and a copy of such opinion has been provided to the Transferor and the
Administrator.




     (c) Whenever the Owner Trustee is unable to decide between alternative courses of
action permitted or required by the terms of this Agreement or any Transaction Document or
is unsure as to the application of any provision of this Agreement or any Transaction
Document or any such provision is ambiguous as to its application, or is, or appears to be,
in conflict with any other applicable provision, or in the event that this Agreement permits
any determination by the Owner Trustee or is silent or is incomplete as to the course of
action that the Owner Trustee is required to take with respect to a particular set of facts,
the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the
circumstances) to the Certificateholder requesting instruction as to the course of action to
be adopted or application of such provision, and to the extent the Owner Trustee acts or
refrains from acting in good faith in accordance with any written instruction of the
Certificateholder received, the Owner Trustee shall not be liable on account of such action
or inaction to any Person. If the Owner Trustee shall not have received appropriate
instruction within ten days of such notice (or within such shorter period of time as
reasonably may be specified in such notice or may be necessary under the circumstances) it
may, but shall be under no duty to, take or refrain from taking such action, not
inconsistent with this Agreement or the Transaction Documents, as it shall deem to be in the
best interests of the Certificateholder, and shall have no liability to any Person for such
action or inaction.



     SECTION 6.4 No Duties Except as Specified in this Agreement or in Instructions. The Owner
Trustee shall not have any duty or obligation to manage, make any payment with respect to,
register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take
or refrain from taking any action under, or in connection with, any document contemplated hereby to
which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this
Agreement or in any document or written instruction received by the Owner Trustee pursuant to
Section 6.3; and no implied duties or obligations shall be read into this Agreement or any
Transaction Document against the Owner Trustee. The Owner Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time



10









 







or to otherwise perfect or maintain the perfection of any security interest or Adverse Claim
granted to it hereunder or to prepare or file any Commission filing for the Issuer or to record
this Agreement or any Transaction Document. To the extent that, at law or in equity, the Owner
Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer or
the Certificateholders, it is hereby understood and agreed by the other parties hereto that all
such duties and liabilities are replaced by the duties and liabilities of the Owner Trustee
expressly set forth in this Agreement and the Statutory Trust Act. Each Trustee nevertheless agrees
that it will, at its own cost and expense, promptly take all action as may be necessary to
discharge any Adverse Claims on any part of the Trust Estate that result from actions by, or claims
against, such Trustee that are not related to the ownership or the administration of the Trust
Estate.



     SECTION 6.5 No Action Except under Specified Documents or Instructions. The Owner Trustee
shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust
Estate except (i) in accordance with the powers granted to and the authority conferred upon the
Owner Trustee pursuant to this Agreement, (ii) in accordance with the Transaction Documents and
(iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to
Section 6.3.



     SECTION 6.6 Restrictions. The Owner Trustee shall not take any action (a) that is
inconsistent with the purposes of the Issuer set forth in Section 2.3 or (b) that, to the
actual knowledge of a Responsible Officer of the Owner Trustee, would (i) affect the treatment of
the Notes as indebtedness for federal income, state and local income, franchise and value added tax
purposes, (ii) be deemed to cause a taxable exchange of the Notes for federal income or state
income or franchise tax purposes or (iii) cause the Issuer or any portion thereof to be treated as
an association or publicly traded partnership taxable as a corporation for federal income, state
and local income or franchise tax purposes. None of the Certificateholder, Transferor or
Administrator shall direct the Owner Trustee to take action that would violate the provisions of
this Section.



     SECTION 6.7 Rights and Protections of the Issuer Delaware Trustee. The Issuer Delaware
Trustee shall be entitled to all of the same rights, protections, indemnities and immunities under
this Agreement and with respect to the Issuer as the Owner Trustee. No amendment or waiver of any
provision of this Agreement which adversely affects the Issuer Delaware Trustee shall be effective
against it without its prior written consent.



     SECTION 6.8 Duties of the Issuer Delaware Trustee. Not withstanding any other provision of
the Agreement or any other document, the duties of the Issuer Delaware Trustee shall be limited to
(i) accepting legal process served on the Issuer in the State of Delaware and (ii) the execution of
any certificates required to be filed with the Delaware Secretary of State which the Issuer
Delaware Trustee is required to execute under Section 3811 of the Act. To the extent that, at law
or in equity, the Issuer Delaware Trustee has duties (including fiduciary duties) and liabilities
relating thereto to the Issuer or the Certificateholders, it is hereby understood and agreed by the
other parties hereto that all such duties and liabilities are replaced by the duties and
liabilities of the Issuer Delaware Trustee expressly set forth in this Agreement and the Statutory
Trust Act. The Issuer Delaware Trustee shall have no liability for the acts or omissions of the
Owner Trustee.



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ARTICLE VII




CONCERNING THE TRUSTEES




     SECTION 7.1 Acceptance of Trusts and Duties. Each Trustee accepts the trusts hereby created
and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of
this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it
constituting part of the Trust Estate upon the terms of the Transaction Documents and this
Agreement. Each Trustee shall not be personally liable or accountable hereunder or under any
Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith
or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in
Section 7.3 expressly made by Citibank, N.A. or Citigroup Trust – Delaware, N.A., as
applicable, in its individual capacity, (iii) for liabilities arising from the failure of such
Trustee to perform obligations expressly undertaken by it in the last sentence of Section
6.4 or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions
or compensation received by such Trustee.



     SECTION 7.2 Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholder
promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices,
requests, demands, certificates, financial statements and any other instruments furnished to the
Owner Trustee under the Transaction Documents.



     SECTION 7.3 Representations and Warranties. (a) Citibank, N.A. hereby represents and
warrants to the Transferor for the benefit of the Certificateholder, that:




     (i) It is a national banking association validly existing under the federal laws of
the United States of America. It has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement.




     (ii) It has taken all corporate action necessary to authorize the execution and
delivery by it of this Agreement, and this Agreement will be executed and delivered by one
of its officers who is duly authorized to execute and deliver this Agreement on its behalf.




     (iii) This Agreement constitutes a legal, valid and binding obligation of the Owner
Trustee, enforceable against the Owner Trustee in accordance with its terms, subject, as to
enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship,
receivership, liquidation and other similar laws affecting enforcement of the rights of
creditors of banks generally and to equitable limitations on the availability of specific
remedies.




     (iv) Neither the execution nor the delivery by it of this Agreement, nor the
consummation by it of the transactions contemplated hereby nor compliance by it with any of
the terms or provisions hereof will contravene any federal or Delaware law, governmental
rule or regulation governing the banking or trust powers of the Owner Trustee or any
judgment or order binding on it, or constitute any default under its charter documents or
by-laws.



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     (b) Citigroup Trust – Delaware, N.A. hereby represents and warrants to the Transferor
for the benefit of the Certificateholder, that:




     (i) It is a federally chartered trust company validly existing under the federal laws
of the United States of America. It has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement. It is either a resident
of the State of Delaware or has its principal place of business in the State of Delaware, in
each case, within the meaning of Section 3807(a) of the Statutory Trust Act.




     (ii) It has taken all corporate action necessary to authorize the execution and
delivery by it of this Agreement, and this Agreement will be executed and delivered by one
of its officers who is duly authorized to execute and deliver this Agreement on its behalf.




     (iii) This Agreement constitutes a legal, valid and binding obligation of the Issuer
Delaware Trustee, enforceable against the Issuer Delaware Trustee in accordance with its
terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization,
conservatorship, receivership, liquidation and other similar laws affecting enforcement of
the rights of creditors of banks generally and to equitable limitations on the availability
of specific remedies.




     (iv) Neither the execution nor the delivery by it of this Agreement, nor the
consummation by it of the transactions contemplated hereby nor compliance by it with any of
the terms or provisions hereof will contravene any federal or Delaware law, governmental
rule or regulation governing the banking or trust powers of the Issuer Delaware Trustee or
any judgment or order binding on it, or constitute any default under its charter documents
or by-laws.



     SECTION 7.4 Reliance; Advice of Counsel. (a) The Trustees shall incur no personal liability
to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties. The Trustees may accept a certified
copy of a resolution of the board of directors or other governing body of any corporate party as
conclusive evidence that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the method of the determination of which is not
specifically prescribed herein, the Trustees may for all purposes hereof rely on a certificate,
signed by the president or any vice president or by the treasurer, secretary or other Authorized
Officers of the relevant party, as to such fact or matter, and such certificate shall constitute
full protection to the Trustees for any action taken or omitted to be taken by it in good faith in
reliance thereon.




     (b) In the exercise or administration of the trusts hereunder and in the performance
of its duties and obligations under this Agreement or the Transaction Documents, each
Trustee (i) may act directly or through its agents or attorneys pursuant to agreements
entered into with any of them, but the Trustees shall not be personally liable for the
conduct or misconduct of such agents, custodians, nominees (including Persons acting under a
power of attorney) or attorneys selected with reasonable care and



13









 






(ii) may consult with counsel, accountants and other skilled Persons knowledgeable in
the relevant area to be selected with reasonable care and employed by it at the expense of
the Issuer. The Trustees shall not be personally liable for anything done, suffered or
omitted in good faith by it in accordance with the written opinion or advice of any such
counsel, accountants or other such Persons.



     SECTION 7.5 Not Acting in Individual Capacity. Except as provided in this Article
VII, in accepting the trusts hereby created, each Trustee acts solely as a Trustee hereunder
and not in its individual capacity and all Persons having any claim against a Trustee by reason of
the transactions contemplated by this Agreement or any Transaction Document shall look only to the
Trust Estate for payment or satisfaction thereof.



     SECTION 7.6 The Trustees May Own Notes. Each Trustee in its individual or any other capacity
may become the owner or pledgee of Notes. The Trustees may deal with the Transferor, the Indenture
Trustee, the Administrator and their respective Affiliates in banking transactions with the same
rights as it would have if it were not a Trustee, and the Transferor, the Indenture Trustee, the
Administrator and their respective Affiliates may maintain normal commercial banking relationships
with the Trustees and their Affiliates.



ARTICLE VIII




COMPENSATION AND INDEMNIFICATION OF THE TRUSTEES




     SECTION 8.1 The Trustees’ Fees and Expenses. The Transferor shall cause the Administrator to
agree to pay to each Trustee pursuant to the Administration Agreement from time to time
compensation for all services rendered by each Trustee under this Agreement pursuant to a fee
letter between the Administrator and each Trustee, as applicable (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an express trust).
The Administrator, pursuant to the Administration Agreement and the fee letter between the
Administrator and the Owner Trustee, shall reimburse each Trustee, as applicable, upon its request
for all reasonable expenses, disbursements and advances incurred or made by such Trustee in
accordance with any provision of this Agreement (including the reasonable compensation, expenses
and disbursements of such agents and counsel as the Trustees may employ in connection with the
exercise and performance of its rights and its duties hereunder), except any such expense may be
attributable to its willful misconduct, gross negligence or bad faith. To the extent not paid by
the Administrator, such fees and reasonable expenses shall be paid in accordance with Sections
5.4 and 8.4 of the Indenture, as applicable.



     SECTION 8.2 Indemnification. The Transferor shall cause the Administrator to agree to
indemnify each Trustee in its individual capacity and as trustee and its successors, assigns,
directors, officers, employees and agents (the “Indemnified Parties”) from and against, any
and all loss, liability, expense, tax, penalty or claim (including reasonable legal fees and
expenses) of any kind and nature whatsoever which may at any time be imposed on, incurred by, or
asserted against each Trustee, as applicable, in its individual capacity and as trustee or any
Indemnified Party in any way relating to or arising out of this Agreement, the Transaction
Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of
either Trustee hereunder; provided, however, that neither the Transferor nor the Administrator
shall be liable



14









 







for or required to indemnify such Trustee from and against any of the foregoing expenses
arising or resulting from (i) such Trustee’s own willful misconduct, bad faith or gross negligence,
(ii) the inaccuracy of any representation or warranty contained in Section 7.3 expressly
made by the applicable Trustee in its individual capacity, (iii) liabilities arising from the
failure of either Trustee to perform obligations expressly undertaken by it in the last sentence of
Section 6.4 or (iv) taxes, fees or other charges on, based on or measured by, any fees,
commissions or compensation received by either Trustee.



     SECTION 8.3 Payments to the Owner Trustee. Any amounts paid to the Trustees pursuant to this
Article VIII and the Administration Agreement shall be deemed not to be a part of the Trust
Estate immediately after such payment.



     SECTION 8.4 Survival of Article VIII. The provisions of this Article VIII shall
survive termination of this Agreement.



ARTICLE IX




TERMINATION OF TRUST AGREEMENT




     SECTION 9.1 Termination of Trust Agreement. The Issuer shall wind-up and dissolve, and this
Agreement shall terminate (other than provisions hereof which by their terms survive termination)
upon the later of (a) the final distribution by the Issuer of all moneys or other property or
proceeds of the Trust Estate in accordance with the terms of the Indenture, the Origination Trust
Documents and Article V and (b) the discharge of the Indenture in accordance with
Article IV of the Indenture. The bankruptcy, liquidation, dissolution, death or incapacity
of the Certificateholder shall not (x) operate to terminate this Agreement or the Issuer, nor (y)
entitle the Certificateholder’s legal representatives or heirs to claim an accounting or to take
any action or Proceeding in any court for a partition or winding up of all or any part of the
Issuer or Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the
parties hereto.



     SECTION 9.2 Dissolution of the Issuer. Upon dissolution of the Issuer, the Owner Trustee
shall, at the direction of the Administrator, wind up the business and affairs of the Issuer as
required by Section 3808 of the Statutory Trust Act. Upon the satisfaction and discharge of the
Indenture, and receipt of a certificate from the Indenture Trustee stating that all Noteholders
have been paid in full and that the Indenture Trustee is aware of no claims remaining against the
Issuer in respect of the Indenture and the Notes, the Administrator, in the absence of actual
knowledge of any other claim against the Issuer, shall be deemed to have made reasonable provision
to pay all claims and obligations (including conditional, contingent or unmatured obligations) for
purposes of Section 3808(e) of the Statutory Trust Act and upon the written direction of the
Certificateholder, the Trustees shall cause the Certificate of Trust to be cancelled by filing a
certificate of cancellation with the Delaware Secretary of State in accordance with the provisions
of Section 3810 of the Statutory Trust Act, at which time the Issuer shall terminate and this
Agreement (other than provisions hereof which by their terms survive termination) shall be of no
further force or effect.



     SECTION 9.3 Limitations on Termination. Except as provided in Section 9.1, neither
the Transferor nor the Certificateholder shall be entitled to revoke or terminate the Issuer.



15









 





     SECTION 9.4 Purchase of the Transaction SUBI Certificate. The Transferor shall have the
right at its option (the “Optional Purchase”) to purchase the Transaction SUBI Certificate
from the Issuer on any Payment Date upon 30 days’ prior notice to the Administrator or the Issuer
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 Note Balance,
together with accrued interest thereon up to but not including the Redemption Date (the
“Optional Purchase Price”), which amount shall be deposited by the Transferor into the
Collection Account on the Redemption Date. If the Transferor exercises the Optional Purchase, the
Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for
the Redemption Price.



ARTICLE X




SUCCESSOR TRUSTEES AND ADDITIONAL

TRUSTEES




     SECTION 10.1 Eligibility Requirements for the Trustees. The Owner Trustee shall at all times
be a bank (i) authorized to exercise corporate trust powers, (ii) that has, or has a direct or
indirect parent that has, a combined capital and surplus of at least $50,000,000 and (iii) subject
to supervision or examination by Federal or state authorities. If such bank shall publish reports
of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purpose of this Section, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The Issuer Delaware Trustee shall at all times be an
institution satisfying the provisions of Section 3807(a) of the Statutory Trust Act. In case at any
time either Trustee shall cease to be eligible in accordance with the provisions of this Section,
the such Trustee shall resign immediately in the manner and with the effect specified in
Section 10.2.



     SECTION 10.2 Resignation or Removal of the Either Trustee. Each Trustee may at any time
resign and be discharged from the trusts hereby created by giving written notice thereof to the
Transferor, the Administrator, the Servicer, the Indenture Trustee and the Certificateholder. Upon
receiving such notice of resignation, the Transferor and the Administrator, acting jointly, shall
promptly appoint a successor Owner Trustee which satisfies the eligibility requirements set forth
in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee
shall have been so appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for
the appointment of a successor Trustee; provided, however, that such right to appoint or to
petition for the appointment of any such successor shall in no event relieve the resigning Trustee
from any obligations otherwise imposed on it under the Transaction Documents until such successor
has in fact assumed such appointment.



     If at any time a Trustee shall cease to be eligible in accordance with the provisions of
Section 10.1 and shall fail to resign after written request therefor by the Transferor or
the Administrator, or if at any time such Trustee shall be legally unable to act, or shall be
adjudged



16









 







bankrupt or insolvent, or a receiver of such Trustee or of its property shall be appointed, or
any public officer shall take charge or control of such Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Transferor or the
Administrator may remove such Trustee. If the Transferor or the Administrator shall remove a
Trustee under the authority of the immediately preceding sentence, the Transferor and the
Administrator, acting jointly, shall promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and
one copy to the successor Trustee and shall pay all fees owed to the outgoing Trustee.



     Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any
of the provisions of this Section shall not become effective until acceptance of appointment by the
successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the
outgoing Trustee. The Transferor shall provide (or shall cause to be provided) notice of such
resignation or removal of such Trustee to each of the Rating Agencies.



     SECTION 10.3 Successor Trustee. Any successor Trustee appointed pursuant to Section
10.2 shall execute, acknowledge and deliver to the Transferor, the Administrator and to its
predecessor Trustee an instrument accepting such appointment under this Agreement, and thereupon
the resignation or removal of the predecessor Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as
if originally named as the Trustee. The predecessor Trustee shall upon payment of its fees and
expenses deliver to the successor Trustee all documents and statements and monies held by it under
this Agreement; and the Transferor and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Trustee all such rights, powers, duties and obligations.



     No successor Trustee shall accept appointment as provided in this Section unless at the time
of such acceptance such successor Trustee shall be eligible pursuant to Section 10.1.



     Upon acceptance of appointment by a successor Trustee pursuant to this Section, the Transferor
shall mail (or shall cause to be mailed) notice of the successor of such Trustee to the
Certificateholder, Indenture Trustee, the Noteholders and each of the Rating Agencies. If the
Transferor shall fail to mail (or cause to be mailed) such notice within 10 days after acceptance
of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed
at the expense of the Transferor.



     SECTION 10.4 Merger or Consolidation of a Trustee. Any corporation into which a Trustee may
be merged or converted or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the such Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the such Trustee, shall,
without the execution or filing of any instrument or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding, be the successor of such Trustee
hereunder; provided that such corporation shall be eligible pursuant to Section 10.1; and
provided further that such Trustee shall mail notice of such merger or consolidation to the
Transferor, the Administrator and the Rating Agencies.



17









 





     SECTION 10.5 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other
provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust Estate may at the time be located, the Transferor and
the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments
to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the
Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate,
and to vest in such Person, in such capacity, such title to the Issuer, or any part thereof, and,
subject to the other provisions of this Section, such powers, duties, obligations, rights and
trusts as the Transferor and the Owner Trustee may consider necessary or desirable. If the
Transferor shall not have joined in such appointment within 15 days after the receipt by it of a
request so to do, the Owner Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee under this Agreement shall be required to meet the terms of
eligibility as a successor trustee pursuant to Section 10.1 and no notice of the
appointment of any co-trustee or separate trustee shall be required pursuant to Section
10.3.



     Each 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
Owner Trustee shall be conferred upon and exercised or performed by the Owner
Trustee and such separate trustee or co-trustee jointly (it being understood that
such separate trustee or co-trustee is not authorized to act separately without the
Owner 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 Owner
Trustee shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding of title to
the Issuer 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 Owner Trustee;




     (ii) no trustee under this Agreement shall be personally liable by reason of
any act or omission of any other trustee under this Agreement; and




     (iii) the Transferor and the Owner Trustee acting jointly may at any time
accept the resignation of or remove any separate trustee or co-trustee.



     Any notice, request or other writing given to the Owner 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 Agreement
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 Owner Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording protection to, the
Owner Trustee. Each such instrument shall be filed with the Owner Trustee and copies thereof given
to the Transferor and the Administrator.



18









 





     Any separate trustee or co-trustee may at any time appoint the Owner 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 Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the
extent permitted by law, without the appointment of a new or successor trustee.



ARTICLE XI




MISCELLANEOUS




     SECTION 11.1 Supplements and Amendments. (a) Any term or provision of this Agreement may be
amended by the Transferor, without the consent of the Indenture Trustee, any Noteholder, the
Administrator, the Issuer, the Owner Trustee, the Issuer Delaware Trustee or any other Person
subject to satisfaction of one of the following conditions: (i) the Transferor or the Servicer
delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee, the Owner
Trustee and the Issuer Delaware Trustee to the effect that such amendment will not materially and
adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied
with respect to such amendment. Subject to clause (b) below, any term or provision of this
Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than
a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the
foregoing, any amendment that materially and adversely affects the interests of the Administrator,
the Certificateholders, the Indenture Trustee, the Owner Trustee or the Issuer Delaware Trustee
shall require the prior written consent of the Persons whose interests are materially and adversely
affected. The consent of the Administrator or the Certificateholders shall be deemed to have been
given if the Servicer does not receive a written objection from such Person within 10 Business Days
after a written request for such consent shall have been given.




     (b) Notwithstanding anything herein to the contrary (including clause (c) below), no
amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the
Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or
(ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required
to consent to any matter without the consent of the Holders of at least the percentage of
the Outstanding Note Amount which were required to consent to such matter before giving
effect to such amendment.




     (c) Notwithstanding anything herein to the contrary, any term or provision of this
Agreement may be amended by the parties hereto without the consent of any of the Noteholders
or any other Person to add, modify or eliminate any provisions as may be necessary or
advisable in order to comply with or obtain more favorable treatment under or with respect
to any law or regulation or any accounting rule or principle (whether now or in the future
in effect); it being a condition to any such amendment that the Rating Agency Condition
shall have been satisfied.




     (d) It shall not be necessary for the consent of any Person pursuant to this Section
for such Person to approve the particular form of any proposed amendment, but it shall be
sufficient if such Person consents to the substance thereof.



19









 






     (e) Prior to the execution of any amendment to this Agreement, the Transferor shall
provide each Rating Agency with written notice of the substance of such amendment. No later
than 10 Business Days after the execution of any amendment to this Agreement, the Transferor
shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the
Owner Trustee, the Issuer Delaware Trustee and the Indenture Trustee.




     (f) Prior to the execution of any amendment to this Agreement, the Owner Trustee and
the Issuer Delaware Trustee shall be entitled to receive and rely upon an opinion of counsel
stating that the execution of such amendment is authorized or permitted by this Agreement
and that all conditions precedent to the execution and delivery of such amendment have been
satisfied. The Owner Trustee and the Issuer Delaware Trustee may, but shall not be
obligated to, enter into any such amendment which affects such Trustee’s own rights, duties
or immunities under this Agreement or otherwise.



     SECTION 11.2 No Legal Title to Trust Estate in Certificateholder. The Certificateholder
shall not have legal title to any part of the Trust Estate. The Certificateholder shall be
entitled to receive distributions with respect to its undivided beneficial interest therein only in
accordance with Articles V and IX. No transfer, by operation of law or otherwise,
of any right, title or interest of the Certificateholder to and in its ownership interest in the
Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part of the Trust
Estate.



     SECTION 11.3 Limitations on Rights of Others. The provisions of this Agreement are solely
for the benefit of the Owner Trustee, the Issuer Delaware Trustee, the Transferor, the
Administrator, the Certificateholder and, to the extent expressly provided herein, the Indenture
Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or claim in the Trust
Estate or under or in respect of this Agreement or any covenants, conditions or provisions
contained herein.



     SECTION 11.4 Notices. (a) All demands, notices and communications hereunder shall be in
writing and shall be delivered or mailed by registered or certified first class United States mail,
postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each
case as set forth in Schedule II to the Indenture or at such other address as shall be
designated in a written notice to the other parties hereto. Delivery shall occur only upon receipt
or reported tender of such communication by an officer of the recipient entitled to receive such
notices located at the address of such recipient for notices hereunder.




     (b) Any notice required or permitted to be given to a Certificateholder 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 to the Certificateholder at the address of such Certificateholder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the Certificateholder
receives such notice.



20









 





     SECTION 11.5 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     SECTION 11.6 Separate Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same instrument.



     SECTION 11.7 Successors and Assigns. All covenants and agreements contained herein shall be
binding upon, and inure to the benefit of, the Transferor, the Owner Trustee and its successors,
the Issuer Delaware Trustee and its succesors and the Certificateholder and its successors and
permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or
other instrument or action by the Certificateholder shall bind the successors and assigns of the
Certificateholder.



     SECTION 11.8 No Petition. Each of the Owner Trustee (in its individual capacity and as the
Owner Trustee), by entering into this Agreement, the Issuer Delaware Trustee (in its individual
capacity and as the Issuer Delaware Trustee), by entering into this Agreement, the Transferor, the
Certificateholder, by accepting the Certificate, and the Indenture Trustee and each Noteholder or
Note Owner by accepting the benefits of this Agreement, 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 party shall not authorize any 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 Person shall not commence, join or institute against, with any other Person, 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 11.9 Headings. The headings of the various Articles and Sections herein are for
convenience of reference only and shall not define or limit any of the terms or provisions hereof.



     SECTION 11.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE LAWS OF THE



21









 







STATE OF DELAWARE PERTAINING TO TRUSTS SHALL NOT BE APPLICABLE TO THE ISSUER, THIS AGREEMENT,
THE TRUSTEES, THE CERTIFICATEHOLDERS OR ANY OTHER PERSON THAT IS BOUND OR MAY BECOME BOUND BY THIS
AGREEMENT, AND ALL SUCH PARTIES AGREE THAT ALL RIGHTS, POWERS, DUTIES, RESPONSIBILITIES, AND
OBLIGATIONS OF SUCH PARTIES IN CONNECTION WITH THIS AGREEMENT ARE LIMITED TO THE RIGHTS, POWERS,
DUTIES, RESPONSIBILITIES AND OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE STATUTORY
TRUST ACT.



     SECTION 11.11 Each SUBI Separate; Assignees of SUBI. The Owner Trustee (in its individual
capacity and as the Owner Trustee), the Issuer Delaware Trustee, the Transferor, the
Certificateholder, by accepting a Certificate, and the Indenture Trustee and each Noteholder or
Note Owner by accepting the benefits of this Agreement, hereby intends and agrees that (a) the
Transaction SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of
Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., (b)(i) the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect
to the Transaction SUBI or the Transaction SUBI Portfolio shall be enforceable against the
Transaction SUBI Portfolio only, and not against any Other SUBI Assets or the UTI Portfolio and
(ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to any Other SUBI, any Other SUBI Portfolio, the UTI or the UTI Portfolio
shall be enforceable against such Other SUBI Portfolio or the UTI Portfolio only, as applicable,
and not against the Transaction SUBI or any Transaction SUBI Assets, (c) except to the extent
required by law, UTI Assets or SUBI Assets with respect to any SUBI (other than the Transaction
SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from
or with respect to the Transaction SUBI in respect of such claim, (d)(i) no creditor or holder of a
claim relating to the Transaction SUBI or the Transaction SUBI Portfolio shall be entitled to
maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any
Other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to
the UTI, the UTI Portfolio or any SUBI other than the Transaction SUBI or any SUBI Assets other
than the Transaction SUBI Portfolio shall be entitled to maintain any action against or recover any
assets allocated to the Transaction SUBI, and (e) any purchaser, assignee or pledgee of an interest
in the Transaction SUBI or the Transaction SUBI Certificate must, prior to or contemporaneously
with the grant of any such assignment, pledge or security interest, (i) give to the Origination
Trust a non-petition covenant substantially similar to that set forth in Section 6.9 of the
Origination Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee
or pledgee from time to time of the UTI or UTI Certificate and any Other SUBI or Other SUBI
Certificate, to release all claims to the assets of the Origination Trust allocated to the UTI
Portfolio and each Other SUBI Portfolio and in the event that such release is not given effect, to
fully subordinate all claims it may be deemed to have against the assets of the Origination Trust
allocated to the UTI Portfolio and each Other SUBI Portfolio.



     SECTION 11.12 Waiver of Jury Trial. To the extent permitted by applicable law, each party
hereto irrevocably waives all right of trial by jury in any action, Proceeding or counterclaim
based on, or arising out of, under or in connection with this Agreement, any other Transaction
Document, or any matter arising hereunder or thereunder.



22









 





     SECTION 11.13 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 11.14 Form 10-D and Form 10-K Filings. So long as the Transferor is filing Exchange
Act Reports with respect to the Issuer, (i) no later than each Payment Date, the Owner Trustee
shall notify the Transferor of any Form 10-D Disclosure Item with respect to the Owner Trustee or
the Issuer Delaware Trustee, together with a description of any such Form 10-D Disclosure Item in
form and substance reasonably acceptable to the Transferor and (ii) no later than March 15 of each
calendar year, commencing March 15, 2010, the Owner Trustee shall notify the Transferor in writing
of any affiliations or relationships between the Owner Trustee and any Item 1119 Party, or the
Issuer Delaware 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.



     SECTION 11.15 Form 8-K Filings. So long as the Transferor is filing Exchange Act Reports
with respect to the Issuer, each of the Owner Trustee and the Issuer Delaware Trustee shall
promptly notify the Transferor, but in no event later than five (5) Business Days after its
occurrence, of any Reportable Event of which a Responsible Officer of the Owner Trustee or the
Issuer Delaware 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). A Trustee shall be deemed to have actual knowledge of any such
event to the extent that it relates to such Trustee in its individual capacity or any action by
such Trustee under this Agreement.



     SECTION 11.16 Indemnification. (a) Citibank, N.A. shall indemnify the Transferor, each
Affiliate of the Transferor or each Person who controls any of such parties (within the meaning of
Section 15 of the Securities Act and Section 20 of the Exchange Act) and the respective present and
former directors, officers, employees and agents of each of the foregoing, and shall hold each of
them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments, and any other costs, fees and expenses that any of them may
sustain arising out of or based upon:




     (i) (A) any untrue statement of a material fact contained in any information
provided in writing by Citibank, N.A. or the Issuer Delaware Trustee to the
Transferor or its affiliates under Sections 11.14 or 11.15 (such
information, the “Provided Information”), or (B) the omission to state in
the Provided Information a material fact required to be stated in the Provided
Information, or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, by way of
clarification, that clause (B) of this paragraph shall be construed solely
by reference to the related information and not to any other information
communicated in connection with a sale or purchase of securities, without regard to
whether the Provided Information or any portion thereof is presented together with
or separately from such other information; or



23









 






     (ii) any failure by Citibank, N.A. or the Issuer Delaware Trustee to deliver
any information, report, or other material when and as required under Sections
11.14 or 11.15.



     (b) In the case of any failure of performance described in clause (a)(ii) of this
Section, Citibank, N.A. shall promptly reimburse the Transferor for all costs reasonably incurred
in order to obtain the information, report or other material not delivered as required by Citibank,
N.A or Citigroup Trust – Delaware, N.A., as applicable.



     (c) Notwithstanding anything to the contrary contained herein, in no event shall Citibank,
N.A. be liable for special, indirect or consequential damages of any kind whatsoever, including but
not limited to lost profits, even if Citibank, N.A. has been advised of the likelihood of such loss
or damage and regardless of the form of action.



[Remainder of Page Intentionally Left Blank]





24









 







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



	 	 	 	 	 
	 	CITIBANK, N.A., as Owner Trustee

 	 
	 	By:  	/s/ Marion O’Connor
 	 
	 	Name: 
Marion O’Connor 	 
	 	Title: 
Vice President 	 
	 



					
	 	 	 	 	 
	 	 	 	 	Trust Agreement (VALT 2009-A)
	 
	 	S-1
	 	 





 









 






	 	 	 	 	 
	 	CITIGROUP TRUST – DELAWARE, N.A., as Issuer 

Delaware Trustee

 	 
	 	By:  	/s/ William M. Hearn
 	 
	 	Name: 
William M. Hearn 	 
	 	   Title: 
President 	 
	 



					
	 
	 	 	 	Trust Agreement (VALT 2009-A)
	 	 	S-2
	 	 





 









 






	 	 	 	 	 
	 	VOLKSWAGEN AUTO LEASE/LOAN
 UNDERWRITTEN FUNDING, LLC

 	 
	 	By:  	/s/ Martin Luedtke
 	 
	 	Name: 
Martin Luedtke 	 
	 	Title: 
Treasurer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Lawrence S. Tolep
 	 
	 	Name: 
Lawrence S. Tolep 	 
	 	Title: 
Assistant Treasurer 	 
	 



					
	 
	 		 	Trust Agreement (VALT 2009-A)
	 	 	S-3
	 	 





 









 





EXHIBIT A




FORM OF CERTIFICATE




			
	 	 	 
	NUMBER
	 	100% BENEFICIAL INTEREST
	R-[___]	 	 
	 	 	 





VOLKSWAGEN AUTO LEASE TRUST 2009-A




CERTIFICATE




     Evidencing the 100% beneficial interest in all of the assets of the Issuer (as defined below)
which includes the Transaction SUBI (as defined below) sold to the Issuer by the Transferor.



     (This Certificate does not represent an interest in or obligation of Volkswagen Auto
Lease/Loan Underwritten Funding, LLC, VW Credit, Inc. or any of their respective Affiliates, except
to the extent described below.)



     THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE
SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION
THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO.



     NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE ACQUIRED OR HELD (IN THE INITIAL
ACQUISITION OR THROUGH A TRANSFER) BY OR FOR THE ACCOUNT OF OR WITH THE ASSETS OF (A) AN EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”)) WHETHER OR NOT SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (B) A PLAN
DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) ANY ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S
INVESTMENT IN THE ENTITY.



     THIS CERTIFIES THAT [                    ] is the registered owner of a 100%
nonassessable, fully-paid, beneficial interest in certain distributions of VOLKSWAGEN AUTO LEASE
TRUST 2009-A, a Delaware statutory trust (the “Issuer”) formed by Volkswagen Auto
Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company, as depositor (the
“Transferor”).



     The Issuer was created pursuant to a Trust Agreement dated as of April 27, 2009, as amended
and restated as of May 12, 2009 (as further amended, modified or supplemented from time to time,
the “Trust Agreement”), between the Transferor, Citibank, N.A., as owner trustee (the
“Owner Trustee”) and Citigroup Institutional Trust Company, as the Delaware trustee, (the “



					
	 	 	 	 	 
	 
	 	A-1
	 	 
	 	 	 	 	 




 









 





Issuer Delaware Trustee”), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms used herein have
the meanings assigned to them in the Indenture, dated as of May 12, 2009 (as amended, modified or
supplemented from time to time, the “Indenture”), between the Issuer and Deutsche Bank
Trust Company Americas, as indenture trustee (the “Indenture Trustee”).




     This Certificate is issued under and is subject to the terms, provisions and conditions of the
Trust Agreement, to which Trust Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. The provisions and conditions of the
Trust Agreement are hereby incorporated by reference as though set forth in their entirety herein.



     The Holder of this Certificate acknowledges and agrees that its rights to receive
distributions in respect of this Certificate are subordinated to the rights of the Noteholders as
described in the Indenture and the Trust Agreement, as applicable.



     THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



     By accepting this Certificate, the Certificateholder 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 Person 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 Person 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.



     By accepting and holding this Certificate (or any interest herein), the Holder hereof shall be
deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing on
behalf of a Benefit Plan.



     By accepting and holding this Certificate (or any interest therein) the Holder hereof shall be
deemed to have represented and warranted that it is a United States person under the Internal
Revenue Code of 1986, as amended (the “Code”), and if it is a partnership for federal
income tax purposes, all of its partners are United States persons under the Code.



					
	 	 	 	 	 
	 
	 	 	 	Trust Agreement (VALT 2009-A)
	 	 	A-2
	 	 





 









 






     It is the intention of the parties to the Trust Agreement that, solely for income, franchise
and value added tax purposes, (i) so long as there is a single Certificateholder, the Issuer will
be disregarded as an entity separate from such Certificateholder, and if there is more than one
Certificateholder, the Issuer will be treated as a partnership, and (ii) the Notes will be
characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no
action inconsistent with the foregoing intended tax treatment.



     By accepting this Certificate, the Certificateholder acknowledges that this Certificate
represents the entire beneficial interest in the Issuer only and does not represent interests in or
obligations of the Transferor, the Servicer, the Administrator, the Owner Trustee, the Issuer
Delaware Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may
be had against such parties or their assets, except as expressly set forth or contemplated in this
Certificate, the Trust Agreement or any other Transaction Document.



     The Certificateholder hereby intends and agrees that (a) the Transaction SUBI is a separate
series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code § 3801 et seq., (b)(i) the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to the Transaction SUBI or the
Transaction SUBI Portfolio shall be enforceable against the Transaction SUBI Portfolio only, and
not against any Other SUBI Assets or the UTI Portfolio and (ii) the debts, liabilities, obligations
and expenses incurred, contracted for or otherwise existing with respect to any Other SUBI, any
Other SUBI Portfolio, the UTI or the UTI Portfolio shall be enforceable against such Other SUBI
Portfolio or the UTI Portfolio only, as applicable, and not against the Transaction SUBI or any
Transaction SUBI Assets, (c) except to the extent required by law, UTI Assets or SUBI Assets with
respect to any SUBI (other than the Transaction SUBI) shall not be subject to the claims, debts,
liabilities, expenses or obligations arising from or with respect to the Transaction SUBI in
respect of such claim, (d)(i) no creditor or holder of a claim relating to the Transaction SUBI or
the Transaction SUBI Portfolio shall be entitled to maintain any action against or recover any
assets allocated to the UTI or the UTI Portfolio or any Other SUBI or the assets allocated thereto,
and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other
than the Transaction SUBI or any SUBI Assets other than the Transaction SUBI Portfolio shall be
entitled to maintain any action against or recover any assets allocated to the Transaction SUBI,
and (e) any purchaser, assignee or pledgee of an interest in the Transaction SUBI or the
Transaction SUBI Certificate must, prior to or contemporaneously with the grant of any such
assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant
substantially similar to that set forth in Section 6.9 of the Origination Trust Agreement,
and 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.



					
	 	 	 	 	 
	 
	 		 	Trust Agreement (VALT 2009-A)
	 	 	A-3
	 	 





 









 






     IN WITNESS WHEREOF, the Owner Trustee has caused this Certificate to be duly executed.



	 	 	 	 	 
	 	VOLKSWAGEN AUTO LEASE TRUST 2009-A

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

  but solely as the Owner Trustee

 	 
	 



Dated:                                         




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



					
	 	 	 	 	 
	 
	 		 	Trust Agreement (VALT 2009-A)
	 	 	A-4
	 	 





 









 






OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is the Certificate referred to in the within-mentioned Trust Agreement.



	 	 	 	 	 
	 	CITIBANK, N.A., not in its individual capacity but

solely as Owner Trustee

 	 
	 	By:  	 	 
	 	 	Authenticating Agent 	 
	 	 	 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



					
	 	 	 	 	 
	 
	 		 	Trust Agreement (VALT 2009-A)
	 	 	A-5