exv10w12






Exhibit 10.12




EXECUTION VERSION




MANAGEMENT SERVICES AGREEMENT




     THIS
MANAGEMENT SERVICES AGREEMENT, dated as of November 24, 2009 (as amended, supplemented,
or otherwise modified and in effect from time to time, this “Agreement”), is between
VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company (the
“Manager”), VW CREDIT, INC., a Delaware corporation (the “Servicer”) and VW CREDIT LEASING,
LTD., a Delaware statutory trust (the “Origination Trust”).



RECITALS :




     WHEREAS, the Servicer is currently servicing the assets of the Origination Trust pursuant to
the Servicing Agreement (as defined below);



     WHEREAS, the Servicer and the Origination Trust desire for the Manager to perform certain
managerial and administrative services on behalf of the Origination Trust;



     WHEREAS, the Manager is willing to provide such managerial and administrative services; and



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
the parties hereby agree as follows:



     1. Definitions. All capitalized terms used herein but not otherwise defined
(including the capitalized terms used in the preamble hereto) shall have the respective meanings
assigned to such terms in the Amended and Restated Servicing Agreement dated as of December 21,
2000 between the Servicer and the Origination Trust (as amended, supplemented or otherwise modified
and in effect from time to time, the “Servicing Agreement”).



     2. Services.



     In accordance with Section 2.10(c) of the Servicing Agreement, the Servicer hereby
delegates (to the extent of the Servicer’s obligations under the Servicing Agreement) to the
Manager the performance of, and the Manager hereby agrees to provide, the following management and
administrative services for the Origination Trust:




     (a) designate individuals (who may be officers, employees or directors of the Servicer
or the Manager) to serve, from time to time, in the capacity of (or to otherwise perform the
function of) principal executive officer, principal financial officer, principal accounting
officer, directors, and attorneys-in-fact on behalf of the Origination Trust, (who may be
officers, employees or directors of the Servicer or the Manager);




     (b) provide for compliance by the Origination Trust with all Applicable Laws governing
the conduct and activities of the Origination Trust and its qualifications to do business in
any jurisdiction;



 









 






     (c) the Manager, at the Servicer’s expense, will obtain all material licenses required
by the applicable laws of any jurisdiction in which the Manager deems necessary for the
conduct of the activities of the Origination Trust in connection with the ownership of the
User Leases or the ownership and leasing of the Leased Vehicles, and will make all filings
and pay all fees as may be required in connection with such licenses during the term of this
Agreement;




     (d) the Manager is authorized and directed, as attorney-in-fact or otherwise, to
prepare, execute and deliver, on behalf of the Origination Trust, and the Origination Trust
hereby authorizes and directs the Manager to prepare, execute and deliver:




     (i) any applications, instruments and other documents deemed necessary or
appropriate in the discretion of the Manager or the Servicer to comply with, and
effect the purposes of the Trust Agreement or the Servicing Agreement other than any
application, instrument or other document directly related to the servicing of the
Trust Assets; and




     (ii) any registration statement to be filed with the United States Securities
and Exchange Commission or otherwise, any offering document (whether relating to a
public or private offering), any reports or filings by the Origination Trust under
the Exchange Act, any financial statements or statistical information for the
Origination Trust to be included in any such registration statement, report or
offering document; and




     (e) such other services as the Servicer may from time to time designate or the Manager
in its discretion may deem incidental to its performance of the foregoing services.



     3. Compensation.



     (a) The Servicer shall pay to the Manager, as compensation for its services hereunder, a fee
of $1,000 annually.



     (b) The Servicer shall reimburse the Manager for any reasonable fees and out-of-pocket
expenses (including reasonable attorneys’ fees) paid or incurred by the Manager in connection with
the Manager’s activities pursuant to this Agreement.



     4. Initial Persons Designated to Perform Certain Functions for the Origination Trust.



     The initial individuals designated by the Manager in accordance with Section 2(a)
above are set forth on Schedule I hereto.



     5. Term.



     This Agreement shall terminate upon the mutual agreement of the parties hereto.



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     6. Manager’s and Servicer’s Liability.



     The Manager assumes no liability for anything other than to render or stand ready to render
the services called for herein and neither the Manager nor any of its members, managers, officers,
employees, subsidiaries or affiliates shall be responsible for any action of the Servicer, the
Origination Trust, or their managers, officers or employees. The Manager shall not be liable for,
nor shall it have any obligation with regard to, any of the liabilities, whether direct or
indirect, absolute or contingent, of the Servicer, the Origination Trust or their managers,
officers or employees. Nothing in this Agreement shall be construed to limit the liability of the
Servicer under the Servicing Agreement for any duties delegated hereunder.



     7. Indemnity.



     The Servicer shall indemnify the Manager, its members, directors, officers and employees
against all losses, claims, damages, penalties, judgments, liabilities and expenses (including,
without limitation, all expenses of litigation or preparation therefor whether or not the Manager
is a party thereto) which any of them may pay or incur arising out of or relating to its
performance of (or failure to perform) its obligations set forth in this Agreement.



     8. Governing Law.



     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK.



     9. Amendment; Successors; Counterparts.



     (a) The terms of this Agreement may be waived, altered, modified, amended or supplemented by a
written instrument signed by the parties hereto.



     (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors.



     (c) This Agreement may be executed in several counterparts, each of which shall be deemed an
original hereof.



     10. Captions.



     The captions in this Agreement are for convenience of reference only and shall not govern the
interpretation of any of the provisions hereof.



[Signature pages begin on next page]




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     IN WITNESS WHEREOF, the parties hereto have caused this Management Services Agreement to be
executed as of the day and year first above written.



	 	 	 	 	 
	 	VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC

 	 
	 	By:  	
/s/ Martin Luedtke 	 
	 	 	Name:  	Martin Luedtke 	 
	 	 	Title:  	Treasurer 	 
	 
	 	 	 
	 	By:  	
/s/ Lawrence Tolep 	 
	 	 	Name:  	Lawrence Tolep 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VW CREDIT, INC.

 	 
	 	By:  	
/s/ Martin Luedtke 	 
	 	 	Name:  	Martin Luedtke 	 
	 	 	Title:  	Treasurer 	 
	 
	 	 	 
	 	By:  	
/s/ Lawrence Tolep 	 
	 	 	Name:  	Lawrence Tolep 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



					
	 
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	 	VW CREDIT LEASING, LTD.,

by U.S. Bank National Association, as Administrative

Trustee and UTI Trustee.

 	 
	 	By:  	/s/ Melissa Rosal
 	 
	 	 	Name:  	Melissa A. Rosal	 
	 	 	Title:  	Vice President	 
	 



					
	 
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SCHEDULE I



The following persons are designated to perform the specified functions of the Origination Trust:




Principal Executive Officer of the Origination Trust: Martin Luedtke

Principal Accounting Officer of the Origination Trust: Dennis Tack

Principal Financial Officer of the Origination Trust: Andrew Stuart

Director: Allen Strang

Director: Andrew Stuart

Director: Martin Luedtke




					
	 
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