exv10w3






Exhibit 10.3




 

 






ADMINISTRATION AGREEMENT




among




VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2,

as Issuer




VW CREDIT, INC.,

as Administrator




and




CITIBANK, N.A.,

as Indenture Trustee




Dated as of December 29, 2008




 

 








Administration Agreement

(VALET 2008-2)




 









 





TABLE OF CONTENTS





	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	1.

	 	Duties of the Administrator
	 	 	1	 
	 
	 	 	 	 	 	 
	2.

	 	Records
	 	 	3	 
	 
	 	 	 	 	 	 
	3.

	 	Compensation; Payment of Fees and Expenses
	 	 	3	 
	 
	 	 	 	 	 	 
	4.

	 	Independence of the Administrator
	 	 	3	 
	 
	 	 	 	 	 	 
	5.

	 	No Joint Venture
	 	 	3	 
	 
	 	 	 	 	 	 
	6.

	 	Other Activities of the Administrator
	 	 	3	 
	 
	 	 	 	 	 	 
	7.

	 	Representations and Warranties of the Administrator
	 	 	3	 
	 
	 	 	 	 	 	 
	8.

	 	Administrator Replacement Events; Termination of the Administrator
	 	 	4	 
	 
	 	 	 	 	 	 
	9.

	 	Action upon Termination or Removal
	 	 	6	 
	 
	 	 	 	 	 	 
	10.

	 	Liens
	 	 	6	 
	 
	 	 	 	 	 	 
	11.

	 	Notices
	 	 	6	 
	 
	 	 	 	 	 	 
	12.

	 	Amendments
	 	 	6	 
	 
	 	 	 	 	 	 
	13.

	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
	 	 	8	 
	 
	 	 	 	 	 	 
	14.

	 	Headings
	 	 	9	 
	 
	 	 	 	 	 	 
	15.

	 	Counterparts
	 	 	9	 
	 
	 	 	 	 	 	 
	16.

	 	Severability of Provisions
	 	 	9	 
	 
	 	 	 	 	 	 
	17.

	 	Not Applicable to VCI in Other Capacities
	 	 	9	 
	 
	 	 	 	 	 	 
	18.

	 	Benefits of the Administration Agreement
	 	 	9	 
	 
	 	 	 	 	 	 
	19.

	 	Assignment
	 	 	9	 
	 
	 	 	 	 	 	 
	20.

	 	Nonpetition Covenant
	 	 	9	 
	 
	 	 	 	 	 	 
	21.

	 	Limitation of Liability
	 	 	10	 
	 
	 	 	 	 	 	 
	22.

	 	Limitation of Rights
	 	 	10	 






i









 






     THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of December 29, 2008, is
between VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2, a Delaware statutory trust (the
“Issuer”), VW CREDIT, INC., a Delaware corporation, as administrator (“VCI” or in
its capacity as administrator, the “Administrator”), and CITIBANK, N.A., a national banking
association, as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned such terms in Appendix A
to the Sale and Servicing Agreement dated as of December 29, 2008 (the “Sale and Servicing
Agreement”) by and among Volkswagen Auto Lease/Loan Underwritten Funding, LLC, as seller, the
Issuer, VCI, as servicer, and the Indenture Trustee.



WITNESSETH:




     WHEREAS, the Issuer has issued the Notes pursuant to the Indenture and the Certificate
pursuant to the Trust Agreement and has entered into certain agreements in connection therewith,
including, (i) the Sale and Servicing Agreement, (ii) the Indenture, (iii) the Note Depository
Agreement, (iv) the Interest Rate Swap Agreement and (v) the Trust Agreement (each of the
agreements referred to in clauses (i) through (v) are referred to herein
collectively as the “Issuer Documents”);



     WHEREAS, to secure payment of the Notes, the Issuer has pledged the Collateral to the
Indenture Trustee pursuant to the Indenture;



     WHEREAS, pursuant to the Issuer Documents, the Issuer and the Owner Trustee are required to
perform certain duties;



     WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of
the duties of the Issuer and the Owner Trustee (in its capacity as owner trustee under the Trust
Agreement), and to provide such additional services consistent with this Agreement and the Issuer
Documents as the Issuer may from time to time request;



     WHEREAS, the Administrator has the capacity to provide the services required hereby and is
willing to perform such services for the Issuer and the Owner Trustee on the terms set forth
herein;



     NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:



     1. Duties of the Administrator.




     (a) Duties with Respect to the Issuer Documents. The Administrator shall
perform all of its duties as Administrator under this Agreement and the Issuer Documents and
the duties and obligations of the Issuer and the Owner Trustee (in its capacity as owner
trustee under the Trust Agreement) under the Issuer Documents; provided, however, except as
otherwise provided in the Issuer Documents, that the Administrator shall have no obligation
to make any payment required to be made by the Issuer under any Issuer Document; provided,
further, however, that the Administrator shall have no



1









 







obligation, and the Owner Trustee shall be required to fully perform its duties, with
respect to the obligations of the Owner Trustee under Sections 11.12, 11.13,
11.14 and 11.15 of the Trust Agreement and to otherwise comply with the
requirements of the Owner Trustee pursuant to or related to Regulation AB. In addition, the
Administrator shall consult with the Issuer and the Owner Trustee regarding its duties and
obligations under the Issuer Documents. The Administrator shall monitor the performance of
the Issuer and the Owner Trustee and shall advise the Issuer and the Owner Trustee when
action is necessary to comply with the Issuer’s and the Owner Trustee’s duties and
obligations under the Issuer Documents. The Administrator shall perform such calculations,
and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the
preparation by other appropriate persons of all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner
Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the
Issuer Documents. In furtherance of the foregoing, the Administrator shall take all
appropriate action that is the duty of the Issuer or the Owner Trustee (in its capacity as
owner trustee) to take pursuant to the Issuer Documents, and shall prepare and execute on
behalf of the Issuer or the Owner Trustee all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to
prepare, file or deliver pursuant to the Issuer Documents or otherwise by law.




     (b) No Action by Administrator. Notwithstanding anything to the contrary in
this Agreement, the Administrator shall not be obligated to, and shall not, take any action
that the Issuer directs the Administrator not to take nor which would result in a violation
or breach of the Issuer’s covenants, agreements or obligations under any of the Issuer
Documents.




     (c) Non-Ministerial Matters; Exceptions to Administrator Duties.




     (i) Notwithstanding anything to the contrary in this Agreement, with respect to
matters that in the reasonable judgment of the Administrator are non-ministerial,
the Administrator shall not take any action unless, within a reasonable time before
the taking of such action, the Administrator shall have notified the Issuer of the
proposed action and the Issuer shall not have withheld consent or provided an
alternative direction. For the purpose of the preceding sentence, “non-ministerial
matters” shall include, without limitation:




     (A) the initiation of any claim or lawsuit by the Issuer and the compromise of
any action, claim or lawsuit brought by or against the Issuer;




     (B) the appointment of successor Note Registrars, successor Paying Agents,
successor Indenture Trustees, successor Administrators or successor Servicers, or
the consent to the assignment by the Note Registrar, the Paying Agent or the
Indenture Trustee of its obligations under the Indenture; and




     (C) the removal of the Indenture Trustee.



2









 






     (ii) Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and shall not, (x) make any payments to the
Noteholders under the Transaction Documents, (y) except as provided in the
Transaction Documents, sell the Trust Estate or (z) take any other action that the
Issuer directs the Administrator not to take on its behalf.



     2. Records. The Administrator shall maintain appropriate books of account and records
relating to services performed hereunder, which books of account and records shall be accessible
for inspection upon reasonable written request by the Issuer, the Seller and the Indenture Trustee
at any time during normal business hours.



     3. Compensation; Payment of Fees and Expenses. As compensation for the performance of
the Administrator’s obligations under this Agreement and as reimbursement for its expenses related
thereto, the Administrator shall be entitled to receive $30,000 annually which shall be solely an
obligation of the Servicer. The Administrator shall pay all expenses incurred by it in connection
with its activities hereunder.



     4. Independence of the Administrator. For all purposes of this Agreement, the
Administrator shall be an independent contractor and shall not be subject to the supervision of the
Issuer with respect to the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to
act for or to represent the Issuer in any way (other than as permitted hereunder) and shall not
otherwise be deemed an agent of the Issuer.



     5. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the
Administrator and the Issuer as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to impose any liability
as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the other.



     6. Other Activities of the Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from
acting in a similar capacity as an Administrator for any other Person even though such Person may
engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture
Trustee.



     7. Representations and Warranties of the Administrator. The Administrator represents
and warrants to the Issuer and the Indenture Trustee as follows:




     (a) Existence and Power. The Administrator is a corporation validly existing
and in good standing under the laws of its state of organization and has, in all material
respects, all power and authority to carry on its business as now conducted. The
Administrator has obtained all necessary licenses and approvals in each jurisdiction where
the failure to do so would materially and adversely affect the ability of the Administrator
to perform its obligations under the Transaction Documents or affect the enforceability or
collectibility of the Receivables or any other part of the Collateral.



3









 






     (b) Authorization and No Contravention. The execution, delivery and
performance by the Administrator of the Transaction Documents to which it is a party (i)
have been duly authorized by all necessary action on the part of the Administrator and (ii)
do not contravene or constitute a default under (A) any applicable law, rule or regulation,
(B) its organizational documents or (C) any material agreement, contract, order or other
instrument to which it is a party or its property is subject (other than violations which do
not affect the legality, validity or enforceability of any of such agreements and which,
individually or in the aggregate, would not materially and adversely affect the transactions
contemplated by, or the Administrator’s ability to perform its obligations under, the
Transaction Documents).




     (c) No Consent Required. No approval or authorization by, or filing with, any
Governmental Authority is required in connection with the execution, delivery and
performance by the Administrator of any Transaction Document other than (i) UCC filings,
(ii) approvals and authorizations that have previously been obtained and filings that have
previously been made and (iii) approvals, authorizations or filings which, if not obtained
or made, would not have a material adverse effect on the enforceability or collectibility of
the Receivables or any other part of the Collateral or would not materially and adversely
affect the ability of the Administrator to perform its obligations under the Transaction
Documents.




     (d) Binding Effect. Each Transaction Document to which the Administrator is a
party constitutes the legal, valid and binding obligation of the Administrator enforceable
against the Administrator in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or other similar laws affecting the enforcement of creditors’ rights
generally and, if applicable, the rights of creditors of corporations from time to time in
effect or by general principles of equity.



     8. Administrator Replacement Events; Termination of the Administrator.




     (a) Subject to clauses (d) and (e) below, the Administrator may resign
its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written
notice.




     (b) Subject to clauses (d) and (e) below, the Issuer may remove the
Administrator without cause by providing the Administrator with at least sixty (60) days’
prior written notice.




     (c) The occurrence of any one of the following events (each, an “Administrator
Replacement Event”) shall also entitle the Issuer, subject to Section 19 hereof,
to terminate and replace the Administrator:




     (i) any failure by the Administrator to deliver or cause to be delivered any
required payment to the Indenture Trustee for distribution to the Noteholders, which
failure continues unremedied for ten business days after discovery thereof by a
Responsible Officer of the Administrator or receipt by the Administrator of



4









 







written notice thereof from the Indenture Trustee or Noteholders evidencing at
least a majority of the aggregate principal amount of the Outstanding Notes, voting
together as a single class;




     (ii) any failure by the Administrator to duly observe or perform in any
material respect any other of its covenants or agreements in this Agreement, which
failure materially and adversely affects the rights of the Issuer or the
Noteholders, and which continues unremedied for 90 days after discovery thereof by a
Responsible Officer of the Administrator or receipt by the Administrator of written
notice thereof from the Indenture Trustee or Noteholders evidencing at least a
majority of the aggregate principal amount of the Outstanding Notes, voting together
as a single class;




     (iii) any representation or warranty of the Administrator made in any
Transaction Document to which the Administrator is a party or by which it is bound
or any certificate delivered pursuant to this Agreement proves to have been
incorrect in any material respect when made, which failure materially and adversely
affects the rights of the Issuer or the Noteholders, and which failure continues
unremedied for 90 days after discovery thereof by a Responsible Officer of the
Administrator or receipt by the Administrator of written notice thereof from the
Indenture Trustee or Noteholders evidencing at least a majority of the aggregate
principal amount of the Outstanding Notes, voting together as a single class (it
being understood that any repurchase of a Receivable by VCI pursuant to Section
3.3 of the Purchase Agreement, by the Seller pursuant to Section 2.3 of
the Sale and Servicing Agreement or by the Servicer pursuant to Section 3.6
of the Sale and Servicing Agreement shall be deemed to remedy any incorrect
representation or warranty with respect to such Receivable); or




     (iv) the Administrator suffers a Bankruptcy Event;




provided, however, that a delay in or failure of performance referred to under clauses
(i), (ii) or (iii) above for a period of 150 days will not constitute an
Administrator Replacement Event if such delay or failure was caused by force majeure or
other similar occurrence.




     (d) If an Administrator Replacement Event shall have occurred, the Issuer may, subject
to Section 19 hereof, by notice given to the Administrator and the Owner Trustee,
terminate all or a portion of the rights and powers of the Administrator under this
Agreement, including the rights of the Administrator to receive the annual fee for services
hereunder for all periods following such termination; provided, however, that such
termination shall not become effective until such time as the Issuer, subject to Section
19 hereof, shall have appointed a successor Administrator in the manner set forth below.
Upon any such termination, all rights, powers, duties and responsibilities of the
Administrator under this Agreement shall vest in and be assumed by any successor
Administrator appointed by the Issuer, subject to Section 19 hereof, pursuant to a
management agreement between the Issuer and such successor Administrator, containing
substantially the same provisions as this Agreement (including with respect to the



5









 







compensation of such successor Administrator), and the successor Administrator is
hereby irrevocably authorized and empowered to execute and deliver, on behalf of the
Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to
do or accomplish all other acts or things necessary or appropriate to effect such vesting
and assumption. Further, in such event, the Administrator shall use its commercially
reasonable efforts to effect the orderly and efficient transfer of the administration of the
Issuer to the new Administrator.




     (e) The Issuer, subject to Section 19 hereof, may waive in writing any
Administrator Replacement Event by the Administrator in the performance of its obligations
hereunder and its consequences. Upon any such waiver of a past Administrator Replacement
Event, such Administrator Replacement Event shall cease to exist, and any Administrator
Replacement Event arising therefrom shall be deemed to have been remedied for every purpose
of this Agreement. No such waiver shall extend to any subsequent or other Administrator
Replacement Event or impair any right consequent thereon.



     9. Action upon Termination or Removal. Promptly upon the effective date of
termination of this Agreement pursuant to Section 8, or the removal of the Administrator
pursuant to Section 8, the Administrator shall be entitled to be paid by the Servicer all
fees and reimbursable expenses accruing to it to the date of such termination or removal.



     10. Liens. The Administrator will not directly or indirectly create, allow or suffer
to exist any Lien on the Collateral other than Permitted Liens.



     11. Notices. All demands, notices and communications hereunder shall be in writing
and shall be delivered or mailed by registered or certified first-class United States mail, postage
prepaid, hand delivery, prepaid courier service, or by facsimile, and addressed in each case as
specified on Schedule II to the Sale and Servicing Agreement or at such other address as
shall be designated by any of the specified addressees 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.



     12. Amendments.




     (a) Any term or provision of this Agreement may be amended by the Administrator without
the consent of the Indenture Trustee, any Noteholder, the Issuer, the Swap Counterparty, the
Owner Trustee or any other Person subject to the satisfaction of one of the following
conditions:




     (i) the Administrator delivers an Opinion of Counsel to the Indenture Trustee
to the effect that such amendment will not materially and adversely affect the
interests of the Noteholders;



6









 






     (ii) the Administrator delivers an Officer’s Certificate of the Administrator
to the Indenture Trustee to the effect that such amendment will not materially or
adversely affect the interests of the Noteholders; or




     (iii) the Administrator delivers to the Indenture Trustee written confirmation
from each Rating Agency that such amendment will not cause it to downgrade, qualify
or withdraw its rating assigned to any of the Notes;


provided, that no amendment shall be effective which affects the rights, protections or duties of
the Indenture Trustee or the Owner Trustee without the prior written consent of such Person;
provided, further, that such amendment shall not materially and adversely affect the rights or
obligations of the Swap Counterparty or the Issuer under the Interest Rate Swap Agreement unless
the Swap Counterparty shall have consented in writing to such amendment; provided, however, that
such consent shall not be unreasonably withheld or delayed.





     (b) Any term or provision of this Agreement may be amended by the Administrator but
without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee
or any other Person to add, modify or eliminate any provisions as may be necessary or
advisable in order to enable the Seller, the Servicer or any of their Affiliates to comply
with or obtain more favorable treatment under any law or regulation or any accounting rule
or principle (whether now or in the future), it being a condition to any such amendment that
the Rating Agency Condition shall have been satisfied.




     (c) This Agreement may also be amended from time to time by the Issuer, the
Administrator and the Indenture Trustee, with the consent of the Holders of Notes evidencing
not less than a majority of the aggregate principal amount of the Outstanding Notes, voting
as a single class, for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any manner the rights
of the Noteholders; provided, that such amendment shall not materially and adversely affect
the rights or obligations of the Swap Counterparty or the Issuer under the Interest Rate
Swap Agreement unless the Swap Counterparty shall have consented in writing to such
amendment; provided, however, that such consent shall not be unreasonably withheld or
delayed. It will not be necessary for the consent of Noteholders to approve the particular
form of any proposed amendment or consent, but it will be sufficient if such consent
approves the substance thereof. The manner of obtaining such consents (and any other
consents of Noteholders provided for in this Agreement) and of evidencing the authorization
of the execution thereof by Noteholders will be subject to such reasonable requirements as
the Indenture Trustee may prescribe, including the establishment of record dates pursuant to
the Note Depository Agreement.




     (d) Prior to the execution of any such amendment, the Administrator shall provide
written notification of the substance of such amendment to each Rating Agency and the Owner
Trustee; and promptly after the execution of any such amendment or consent, the
Administrator (i) shall furnish a copy of such amendment or consent to each Rating Agency,
the Owner Trustee and the Indenture Trustee and (ii) if this Agreement is amended in
accordance with clauses (i) or (ii) of Section 12(a), shall furnish
a copy of



7









 







such Opinion of Counsel or Officer’s Certificate, as the case may be, to each of the
Rating Agencies.




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



     13. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.




     (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL,
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO
CONFLICTS OF LAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.




     (b) Each of the parties hereto hereby irrevocably and unconditionally:




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




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




     (iii) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Person at its address
determined in accordance with Section 11 of this Agreement;




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



8









 






     (v) 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.



     14. Headings. The section headings hereof have been inserted for convenience of
reference only and shall not be construed to affect the meaning, construction or effect of this
Agreement.



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



     16. Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.



     17. Not Applicable to VCI in Other Capacities. Nothing in this Agreement shall affect
any obligation VCI may have in any other capacity.



     18. Benefits of the Administration Agreement. Nothing in this Agreement, expressed or
implied, shall give to any Person other than the parties hereto and their successors hereunder, the
Owner Trustee, any separate trustee or co-trustee appointed under Section 6.10 of the
Indenture, the Swap Counterparty and the Noteholders, any benefit or any legal or equitable right,
remedy or claim under this Agreement. For the avoidance of doubt, the Owner Trustee is a third
party beneficiary of this Agreement and is entitled to the rights and benefits hereunder and may
enforce the provisions hereof as if it were a party hereto.



     19. Assignment. Each party hereto hereby acknowledges and consents to the mortgage,
pledge, assignment and Grant of a security interest by the Issuer to the Indenture Trustee pursuant
to the Indenture for the benefit of the Noteholders of all of the Issuer’s rights under this
Agreement. In addition, the Administrator hereby acknowledges and agrees that for so long as any
Notes are outstanding, the Indenture Trustee will have the right to exercise all waivers and
consents, rights, remedies, powers, privileges and claims of the Issuer under this Agreement.



     20. Nonpetition Covenant. Each party hereto agrees that, prior to the date which is
one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in
respect of all securities issued by any Bankruptcy Remote Party (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,



9









 







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, its creditors generally, any party hereto or any other creditor of such Bankruptcy
Remote Party, and (ii) none of the parties hereto shall commence or join with any other Person in
commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy,
reorganization, liquidation or insolvency law or statute now or hereafter in effect in any
jurisdiction.



     21. Limitation of Liability. Notwithstanding anything contained herein to the
contrary, this Agreement has been executed and delivered by Deutsche Bank Trust Company Delaware,
not in its individual capacity but solely as Owner Trustee, and in no event shall it have any
liability for the representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder or under the Notes or any of the other Transaction Documents or in any of the
certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall
be had solely to the assets of the Issuer. Under no circumstances shall the Owner Trustee be
personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the
breach or failure of any obligations, representation, warranty or covenant made or undertaken by
the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance
of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Articles VI, VII and VIII of the
Trust Agreement.



     22. Limitation of Rights. All of the rights of the Swap Counterparty in, to and under
this Agreement, if any, shall terminate upon the termination of the Interest Rate Swap Agreement in
accordance with the terms thereof and the payment in full of all amounts owing to the Swap
Counterparty under such Interest Rate Swap Agreement.



[SIGNATURES ON NEXT PAGE]




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



	 	 	 	 	 
	 	VOLKSWAGEN AUTO LOAN ENHANCED
TRUST
 2008-2

 	 
	 	By:  	Deutsche Bank Trust Company Delaware, not
 	 
	 	in its individual capacity but solely as Owner
 Trustee	
 	 
	 	 	 
	 	By:  	                                              /s/ Michele HY Voon
 	 
	 	 	Name:  	Michele HY Voon 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	 	 
	 	By:  	                                              /s/ Mark DiGiacomo
 	 
	 	 	Name:  	Mark DiGiacomo 	 
	 	 	Title:  	Attorney-in-Fact 	 



S-1









 






	 	 	 	 	 



	 	 	 	 	 
	 	VW CREDIT, INC., as Administrator

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



S-2









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A., as Indenture Trustee

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



S-3









 






	 	 	 	 	 



Joinder of Servicer:



VW CREDIT, INC., as Servicer, joins in this Agreement solely for purposes of Section 3.




	 	 	 	 	 
	 	VW CREDIT, INC., as Servicer

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




S-4