exv10w2






Exhibit 10.2






 

 








SALE AND SERVICING AGREEMENT




by and among




VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2,




as Issuer




VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC,




as Seller




VW CREDIT, INC.,




as Servicer




and




CITIBANK, N.A.,




as Indenture Trustee




Dated as of December 29, 2008




 

 








Sale & Servicing Agreement

(VALET 2008-2)





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I DEFINITIONS AND USAGE	 	 	1	 
	 
	 	 	 	 	 	 
	     SECTION 1.1

	 	Definitions
	 	 	1	 
	     SECTION 1.2

	 	Other Interpretive Provisions
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS	 	 	2	 
	 
	 	 	 	 	 	 
	     SECTION 2.1

	 	Conveyance of Transferred Assets
	 	 	2	 
	     SECTION 2.2

	 	Representations and Warranties of the Seller as to
each Receivable
	 	 	2	 
	     SECTION 2.3

	 	Repurchase Upon Breach
	 	 	2	 
	     SECTION 2.4

	 	Custody of Receivable Files
	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY	 	 	5	 
	 
	 	 	 	 	 	 
	     SECTION 3.1

	 	Duties of Servicer
	 	 	5	 
	     SECTION 3.2

	 	Collection of Receivable Payments
	 	 	6	 
	     SECTION 3.3

	 	Realization Upon Receivables
	 	 	7	 
	     SECTION 3.4

	 	Maintenance of Security Interests in Financed
Vehicles
	 	 	7	 
	     SECTION 3.5

	 	Covenants of Servicer
	 	 	8	 
	     SECTION 3.6

	 	Purchase of Receivables Upon Breach
	 	 	8	 
	     SECTION 3.7

	 	Servicing Fee
	 	 	8	 
	     SECTION 3.8

	 	Servicer’s Certificate
	 	 	8	 
	     SECTION 3.9

	 	Annual Officer’s Certificate; Notice of Servicer
Replacement Event
	 	 	9	 
	     SECTION 3.10

	 	Annual Registered Public Accounting Firm Attestation
	 	 	9	 
	     SECTION 3.11

	 	Servicer Expenses
	 	 	9	 
	     SECTION 3.12

	 	1934 Act Filings
	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE IV DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDER AND THE
NOTEHOLDERS	 	 	10	 
	 
	 	 	 	 	 	 
	     SECTION 4.1

	 	Establishment of Accounts
	 	 	10	 
	     SECTION 4.2

	 	Remittances
	 	 	12	 
	     SECTION 4.3

	 	Additional Deposits and Payments; Servicer Advances
	 	 	12	 
	     SECTION 4.4

	 	Distributions
	 	 	13	 
	     SECTION 4.5

	 	Net Deposits
	 	 	14	 
	     SECTION 4.6

	 	Statements to Certificateholder and Noteholders
	 	 	14	 
	     SECTION 4.7

	 	No Duty to Confirm
	 	 	16	 
	     SECTION 4.8

	 	Interest Rate Swap Agreement
	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE V THE SELLER	 	 	18	 
	 
	 	 	 	 	 	 
	     SECTION 5.1

	 	Representations and Warranties of Seller
	 	 	18	 
	     SECTION 5.2

	 	Liability of Seller; Indemnities
	 	 	19	 
	     SECTION 5.3

	 	Merger or Consolidation of, or Assumption of the
Obligations of, Seller
	 	 	20	 
	     SECTION 5.4

	 	Limitation on Liability of Seller and Others
	 	 	20	 






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 	 	 
	     SECTION 5.5

	 	Seller May Own Notes
	 	 	21	 
	     SECTION 5.6

	 	Sarbanes-Oxley Act Requirements
	 	 	21	 
	     SECTION 5.7

	 	Compliance with Organizational Documents
	 	 	21	 
	     SECTION 5.8

	 	Perfection Representations, Warranties and Covenants
	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE VI THE SERVICER	 	 	21	 
	 
	 	 	 	 	 	 
	     SECTION 6.1

	 	Representations of Servicer
	 	 	21	 
	     SECTION 6.2

	 	Indemnities of Servicer
	 	 	22	 
	     SECTION 6.3

	 	Merger or Consolidation of, or Assumption of the
Obligations of, Servicer
	 	 	23	 
	     SECTION 6.4

	 	Limitation on Liability of Servicer and Others
	 	 	24	 
	     SECTION 6.5

	 	Delegation of Duties
	 	 	25	 
	     SECTION 6.6

	 	VCI Not to Resign as Servicer
	 	 	25	 
	     SECTION 6.7

	 	Servicer May Own Notes
	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE VII REPLACEMENT OF SERVICER	 	 	25	 
	 
	 	 	 	 	 	 
	     SECTION 7.1

	 	Replacement of Servicer
	 	 	25	 
	     SECTION 7.2

	 	Notification to Noteholders
	 	 	27	 
	 
	 	 	 	 	 	 
	ARTICLE VIII OPTIONAL PURCHASE	 	 	27	 
	 
	 	 	 	 	 	 
	     SECTION 8.1

	 	Optional Purchase of Trust Estate
	 	 	27	 
	 
	 	 	 	 	 	 
	ARTICLE IX MISCELLANEOUS PROVISIONS	 	 	27	 
	 
	 	 	 	 	 	 
	     SECTION 9.1

	 	Amendment
	 	 	27	 
	     SECTION 9.2

	 	Protection of Title
	 	 	29	 
	     SECTION 9.3

	 	Other Liens or Interests
	 	 	30	 
	     SECTION 9.4

	 	Transfers Intended as Sale; Security Interest
	 	 	30	 
	     SECTION 9.5

	 	Notices, Etc
	 	 	31	 
	     SECTION 9.6

	 	Choice of Law
	 	 	31	 
	     SECTION 9.7

	 	Headings
	 	 	32	 
	     SECTION 9.8

	 	Counterparts
	 	 	32	 
	     SECTION 9.9

	 	Waivers
	 	 	32	 
	     SECTION 9.10

	 	Entire Agreement
	 	 	32	 
	     SECTION 9.11

	 	Severability of Provisions
	 	 	32	 
	     SECTION 9.12

	 	Binding Effect
	 	 	32	 
	     SECTION 9.13

	 	Acknowledgment and Agreement
	 	 	32	 
	     SECTION 9.14

	 	No Waiver; Cumulative Remedies
	 	 	33	 
	     SECTION 9.15

	 	Nonpetition Covenant
	 	 	33	 
	     SECTION 9.16

	 	Submission to Jurisdiction; Waiver of Jury Trial
	 	 	33	 
	     SECTION 9.17

	 	Limitation of Liability
	 	 	34	 
	     SECTION 9.18

	 	Third-Party Beneficiaries
	 	 	34	 
	     SECTION 9.19

	 	Information Requests
	 	 	34	 






-ii-









 





TABLE OF CONTENTS
(continued)




	 	 	 	 	 	 	 
	     SECTION 9.20

	 	Regulation AB
	 	 	34	 
	     SECTION 9.21

	 	Information to Be Provided by the Indenture Trustee
	 	 	35	 
	     SECTION 9.22

	 	Form 8-K Filings
	 	 	36	 
	     SECTION 9.23

	 	Indemnification
	 	 	36	 
	     SECTION 9.24

	 	Limitations of Rights
	 	 	36	 






	 	 	 
	Appendix A

	 	Definitions
	 
	 	 
	Schedule I

	 	Representations and Warranties With Respect to the Receivables
	Schedule II

	 	Notice Addressees
	 
	 	 
	Exhibit A

	 	Form of Assignment pursuant to Sale and Servicing Agreement
	Exhibit B

	 	Perfection Representations, Warranties and Covenants
	Exhibit C

	 	Servicing Criteria to be Addressed in Indenture Trustee’s
Assessment of Compliance
	Exhibit D

	 	Form of Indenture Trustee’s Annual Certification






-iii-









 






     SALE AND SERVICING AGREEMENT, dated as of December 29, 2008 (together with all exhibits,
schedules and appendices hereto and as from time to time amended, supplemented or otherwise
modified and in effect, this “Agreement”), by and among VOLKSWAGEN AUTO LOAN ENHANCED TRUST
2008-2 (the “Issuer”), a Delaware statutory trust, VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN
FUNDING, LLC, a Delaware limited liability company, as seller (the “Seller”), VW CREDIT,
INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the
“Servicer”), and CITIBANK, N.A., a national banking association, as indenture trustee (the
“Indenture Trustee”).



     WHEREAS, the Issuer desires to purchase from the Seller a portfolio of motor vehicle
receivables, including retail motor vehicle installment sales contracts and/or installment loans
that are secured by new and used automobiles and light-duty trucks;



     WHEREAS, the Seller is willing to sell such portfolio of motor vehicle receivables and related
property to the Issuer; and



     WHEREAS, VCI is willing to service such motor vehicle receivables and related property on
behalf of the Issuer;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as follows:



ARTICLE I




DEFINITIONS AND USAGE




     SECTION 1.1 Definitions. Except as otherwise specified herein or as the context may
otherwise require, capitalized terms used but not otherwise defined herein are defined in
Appendix A hereto, which also contains rules as to usage that are applicable herein.



     SECTION 1.2 Other Interpretive Provisions. For purposes of this Agreement, 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 relevant jurisdiction 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, Appendix or Exhibit are references to Articles, Sections,
Schedules, Appendices 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) except as otherwise expressly provided herein, references
to any law or regulation refer to that law or regulation as amended from time to time and include
any successor law or regulation; and (g) references to any Person include that Person’s successors
and assigns.



1









 





ARTICLE II




CONVEYANCE OF TRANSFERRED ASSETS




     SECTION 2.1 Conveyance of Transferred Assets. In consideration of the Issuer’s sale
and delivery to, or upon the order of, the Seller of all of the Notes and the Certificate on the
Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the
Issuer without recourse (subject to the obligations herein) all right, title and interest of the
Seller, whether now owned or hereafter acquired, in and to the Transferred Assets, described in an
Assignment substantially in the form of Exhibit A delivered on the Closing Date. The sale,
transfer, assignment and conveyance made hereunder will not constitute and is not intended to
result in an assumption by the Issuer of any obligation of the Seller or the applicable Originator
to the Obligors, the Dealers or any other Person in connection with the Receivables or the other
assets and properties conveyed hereunder or any agreement, document or instrument related thereto.



     SECTION 2.2 Representations and Warranties of the Seller as to each Receivable. The
Seller hereby makes the representations and warranties set forth on Schedule I as to the
Receivables sold, transferred, assigned, and otherwise conveyed to the Issuer under this Agreement
on which such representations and warranties the Issuer relies in acquiring the Receivables. The
representations and warranties as to each Receivable shall survive the Grant of the Receivables by
the Issuer to the Indenture Trustee pursuant to the Indenture. Notwithstanding any statement to
the contrary contained herein or in any other Transaction Document, the Seller shall not be
required to notify any insurer with respect to any Insurance Policy obtained by an Obligor or to
notify any Dealer about any aspect of the transaction contemplated by the Transaction Documents.



     SECTION 2.3 Repurchase Upon Breach. Upon discovery by any party hereto of a breach of
any of the representations and warranties set forth in Section 2.2 at the time such
representations and warranties were made which materially and adversely affects the interests of
the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be
deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided,
further, that the failure to give such notice shall not affect any obligation of the Seller
hereunder. If the Seller does not correct or cure such breach prior to the end of the Collection
Period which includes the 60th day (or, if the Seller elects, an earlier date) after the date that
the Seller became aware or was notified of such breach, then the Seller shall purchase any
Receivable materially and adversely affected by such breach from the Issuer on the Payment Date
following the end of such Collection Period (or, if the Seller elects, an earlier date). Any such
breach or failure will not be deemed to have a material and adverse effect if such breach or
failure does not affect the ability of the Issuer to receive and retain timely payment in full on
such Receivable. Any such purchase by the Seller shall be at a price equal to the Repurchase
Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a
payment to the Issuer equal to the Repurchase Price by depositing such amount into the Collection
Account prior to 11:00 a.m., New York City time on such Payment Date, or earlier date, if elected
by the Seller. Upon payment of such Repurchase Price by the Seller, the Issuer and the Indenture
Trustee shall release and shall execute and deliver such instruments of release, transfer or
assignment, in each



2









 







case without recourse or representation, as shall be reasonably requested of it to vest in the
Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed
that the right to cause the Seller to purchase (or to enforce the obligations of VCI under the
Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy
respecting such breach available to the Issuer and the Indenture Trustee. Neither the Owner
Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to
the occurrence of any condition requiring the repurchase of any Receivable pursuant to this
Section 2.3.



     SECTION 2.4 Custody of Receivable Files.



     (a) Custody. To assure uniform quality in servicing the Receivables and to reduce
administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this
Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment,
to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents
or instruments, which are hereby or will hereby be constructively delivered to the Indenture
Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect
to each Receivable (but only to the extent applicable to such Receivable and only to the extent
held in tangible paper form) (the “Receivable Files”):




	 	(i)	 	the fully executed original of the retail motor vehicle
installment sales contract or promissory note and security agreement related to
such Receivable, including any written amendments or extensions thereto;
	 
	 	(ii)	 	the original credit application or a photocopy thereof to the
extent held in paper form;
	 
	 	(iii)	 	the original Certificate of Title or, if not yet received,
evidence that an application therefore has been submitted with the appropriate
authority, a guaranty of title from a Dealer or such other document (electronic
or otherwise, as used in the applicable jurisdiction) that the Servicer keeps
on file, in accordance with its Customary Servicing Practices, evidencing the
security interest of the applicable Originator in the Financed Vehicle;
provided, however, that in lieu of being held in the Receivable File, the
Certificate of Title may be held by a third party service provider engaged by
the Servicer to obtain or hold Certificates of Title; and
	 
	 	(iv)	 	any and all other documents that the Servicer or the Seller
keeps on file, in accordance with its Customary Servicing Practices, relating
to a Receivable, an Obligor or a Financed Vehicle.




The foregoing appointment of the Servicer is deemed to be made with due care.




     (b) Safekeeping. The Servicer, in its capacity as custodian, shall hold the
Receivable Files for the benefit of the Issuer and the Indenture Trustee. In performing its duties
as custodian, the Servicer shall act in accordance with its Customary Servicing Practices. The
Servicer will promptly report to the Issuer and the Indenture Trustee any failure on its part to
hold a material portion of the Receivable Files and maintain its accounts, records, and computer



3









 







systems as herein provided and promptly take appropriate action to remedy any such failure.
The Servicer may, in accordance with its Customary Servicing Practices: (i) maintain all or a
portion of the Receivable Files in electronic form and (ii) maintain custody of all or any portion
of the Receivable Files with one or more of its agents or designees.



     (c) Maintenance of and Access to Records. The Servicer will maintain each Receivable
File in the United States (it being understood that the Receivable Files, or any part thereof, may
be maintained at the offices of any Person to whom the Servicer has delegated responsibilities in
accordance with Section 6.5). The Servicer will make available to the Issuer and the
Indenture Trustee or their duly authorized representatives, attorneys or auditors a list of
locations of the Receivable Files upon request. The Servicer will provide access to the Receivable
Files, and the related accounts records, and computer systems maintained by the Servicer at such
times as the Issuer or the Indenture Trustee direct, but only upon reasonable notice and during the
normal business hours at the respective offices of the Servicer.



     (d) Release of Documents. Upon written instructions from the Indenture Trustee, the
Servicer will release or cause to be released any document in the Receivable Files to the Indenture
Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at
such place or places as the Indenture Trustee may designate, as soon thereafter as is practicable.
Any document so released will be handled by the Indenture Trustee with due care and returned to the
Servicer for safekeeping as soon as the Indenture Trustee or its agent or designee, as the case may
be, has no further need therefor.



     (e) Instructions; Authority to Act. All instructions from the Indenture Trustee will
be in writing and signed by an Authorized Officer of the Indenture Trustee, and the Servicer will
be deemed to have received proper instructions with respect to the Receivable Files upon its
receipt of such written instructions.



     (f) Custodian’s Indemnification. Subject to Section 6.2, the Servicer as
custodian will indemnify the Issuer and the Indenture Trustee for any and all liabilities,
obligations, losses, compensatory damages, payments, costs, or expenses of any kind whatsoever that
may be imposed on, incurred by, or asserted against the Issuer or the Indenture Trustee as the
result of any improper act or omission in any way relating to the maintenance and custody by the
Servicer as custodian of the Receivable Files; provided, however, that the Servicer will not be
liable (i) to the Issuer for any portion of any such amount resulting from the willful misconduct,
bad faith or negligence of the Indenture Trustee or the Issuer or (ii) to the Indenture Trustee for
any portion of any such amount resulting from the failure of the Indenture Trustee, the Indenture
Trustee’s agent or the Indenture Trustee’s designee to handle with due care any Certificate of
Title or other document released to the Indenture Trustee or the Indenture Trustee’s agent or
designee pursuant to Section 2.4(d).



     (g) Effective Period and Termination. The Servicer’s appointment as custodian will
become effective as of the Cut-Off Date and will continue in full force and effect until terminated
pursuant to this Section. If VCI resigns as Servicer in accordance with the provisions of this
Agreement or if all of the rights and obligations of the Servicer have been terminated under
Section 7.1, the appointment of the Servicer as custodian hereunder may be terminated by
the Indenture Trustee, or by the Noteholders of Notes evidencing not less than a majority of the



4









 







Outstanding Notes, in the same manner as the Indenture Trustee or such Noteholders may
terminate the rights and obligations of the Servicer under Section 7.1. As soon as
practicable after any termination of such appointment, the Servicer will deliver to the Indenture
Trustee (or, at the direction of the Indenture Trustee, to its agent) the Receivable Files and the
related accounts and records maintained by the Servicer at such place or places as the Indenture
Trustee may reasonably designate.



ARTICLE III




ADMINISTRATION AND SERVICING OF

RECEIVABLES AND TRUST PROPERTY




     SECTION 3.1 Duties of Servicer.



     (a) The Servicer is hereby appointed by the Issuer and authorized to act as agent for the
Issuer and in such capacity shall manage, service, administer and make collections on the
Receivables in accordance with its Customary Servicing Practices, using the degree of skill and
attention that the Servicer exercises with respect to all comparable motor vehicle receivables that
it services for itself or others. The Servicer’s duties will include collection and posting of all
payments, responding to inquiries of Obligors on such Receivables, investigating delinquencies,
sending invoices or payment coupons to Obligors, reporting any required tax information to
Obligors, accounting for collections and furnishing monthly and annual statements to the Indenture
Trustee with respect to distributions. The Servicer is not required under the Transaction
Documents to make any disbursements via wire transfer or otherwise on behalf of an Obligor. There
are no requirements under the Receivables or the Transaction Documents for funds to be, and funds
shall not be, held in trust for an Obligor. No payments or disbursements shall be made by the
Servicer on behalf of the Obligor. The Servicer hereby accepts such appointment and authorization
and agrees to perform the duties of Servicer with respect to the Receivables set forth herein.



     (b) The Servicer will follow its Customary Servicing Practices and will have full power and
authority to do any and all things in connection with such managing, servicing, administration and
collection that it may deem necessary or desirable. Without limiting the generality of the
foregoing, the Servicer is hereby authorized and empowered to execute and deliver, on behalf of
itself, the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the
Certificateholder, or any of them, any and all instruments of satisfaction or cancellation, or
partial or full release or discharge, and all other comparable instruments, with respect to such
Receivables or to the Financed Vehicles securing such Receivables. The Servicer is hereby
authorized to commence, in its own name or in the name of the Issuer, a legal proceeding to enforce
a Receivable or to commence or participate in any other legal proceeding (including a bankruptcy
proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the
Servicer commences a legal proceeding to enforce a Receivable, the Issuer will thereupon be deemed
to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or
participating in any such proceeding as a party or claimant, and the Servicer is authorized and
empowered by the Issuer to execute and deliver in the Servicer’s name any notices, demands, claims,
complaints, responses, affidavits or other documents or instruments in connection with any such
proceeding. If in any enforcement suit or legal proceeding it is held



5









 







that the Servicer may not enforce a Receivable on the ground that it is not a real party in
interest or a holder entitled to enforce the Receivable, the Issuer will, at the Servicer’s expense
and direction, take steps to enforce the Receivable, including bringing suit in its name or the
name of the Indenture Trustee. The Issuer will furnish the Servicer with any powers of attorney
and other documents reasonably necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties hereunder. The Servicer, at its expense, will obtain on behalf
of the Issuer all licenses, if any, reasonably requested by the Seller to be held by the Issuer in
connection with ownership of the Receivables, and will make all filings and pay all fees as may be
required in connection therewith during the term hereof.



     (c) The Servicer hereby agrees that upon its resignation and the appointment of a successor
Servicer hereunder, the Servicer will terminate its activities as Servicer hereunder in accordance
with Section 7.1, and, in any case, in a manner which the Indenture Trustee reasonably
determines will facilitate the transition of the performance of such activities to such successor
Servicer, and the Servicer shall cooperate with and assist such successor Servicer.



     SECTION 3.2 Collection of Receivable Payments. (a) The Servicer will make reasonable
efforts to collect all payments called for under the terms and provisions of the Receivables as and
when the same become due in accordance with its Customary Servicing Practices. Subject to
Section 3.5, the Servicer may grant extensions, rebates, deferrals, amendments,
modifications or adjustments with respect to any Receivable in accordance with its Customary
Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment
by the Obligor of any Receivable beyond the last day of the Collection Period preceding the latest
Final Scheduled Payment Date of any Notes issued under the Indenture or (ii) reduces the Contract
Rate or Outstanding Principal Balance with respect to any Receivable other than as required by
applicable law (including, without limitation, by the Servicemembers Civil Relief Act), it will
promptly purchase such Receivable in the manner provided in Section 3.6. The Servicer may
in its discretion waive any late payment charge or any other fees that may be collected in the
ordinary course of servicing a Receivable. The Servicer shall not be required to make any advances
of funds or guarantees regarding collections, cash flows or distributions other than as set forth
in Section 4.3(c). Payments on the Receivables, including payoffs, made in accordance with
the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records
in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated
to principal, interest or other items in accordance with the related documentation for such
Receivables.



     (b) Subject to the proviso of the second sentence of this Section 3.2(a), the Servicer
and its Affiliates may engage in any marketing practice or promotion or any sale of any products,
goods or services to Obligors with respect to the Receivables so long as such practices, promotions
or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer
for itself and others, whether or not such practices, promotions or sales might result in a
decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower
timing of the payment of the Receivables.



     (c) Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any
Receivable and deposit the full Outstanding Principal Balance of such Receivable into the
Collection Account. The receivable created by such refinancing shall not be property of



6









 







the Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation
products, including products which result in the cancellation of some or all of the amount of a
Receivable upon the death or disability of the Obligor or any casualty with respect to the Financed
Vehicle.



     (d) Records documenting collection efforts shall be maintained during the period a Receivable
is delinquent in accordance with the Servicer’s Customary Servicing Practices. Such records shall
be maintained on at least a periodic basis that is not less frequent than the Servicer’s Customary
Servicing Practices, and describe the entity’s activities in monitoring delinquent pool assets
including, for example, phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment) in accordance with the Servicer’s
Customary Servicing Practices.



     SECTION 3.3 Realization Upon Receivables. On behalf of the Issuer, the Servicer will
use commercially reasonable efforts, consistent with its Customary Servicing Practices, to
repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to
which the Servicer has determined eventual payment in full is unlikely unless it determines in its
sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater
than the expense of such repossession or that the proceeds ultimately recoverable with respect to
such Receivable would be increased by forbearance. The Servicer will follow such Customary
Servicing Practices as it deems necessary or advisable, which may include reasonable efforts to
realize upon any recourse to any Dealer and selling the Financed Vehicle at public or private sale.
The foregoing will be subject to the provision that, in any case in which the Financed Vehicle has
suffered damage, the Servicer shall not be required to expend funds in connection with the repair
or the repossession of such Financed Vehicle unless it determines in its sole discretion that such
repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the
amount of such expenses. The Servicer, in its sole discretion, may in accordance with its
Customary Servicing Practices sell any Receivable’s deficiency balance. Net proceeds of any such
sale allocable to the Receivable will constitute Liquidation Proceeds, and the sole right of the
Issuer and the Indenture Trustee with respect to any such sold Receivables will be to receive such
Liquidation Proceeds. Upon such sale, the Servicer will mark its computer records indicating that
any such receivable sold is no longer a Receivable. The Servicer is authorized to take any and all
actions necessary or appropriate on behalf of the Issuer to evidence the sale of the Receivable
free from any Lien or other interest of the Issuer or the Indenture Trustee.



     SECTION 3.4 Maintenance of Security Interests in Financed Vehicles. The Servicer
will, in accordance with its Customary Servicing Practices, take such steps as are necessary to
maintain perfection of the security interest created by each Receivable in the related Financed
Vehicle. The provisions set forth in this Section are the sole requirements under the Transaction
Documents with respect to the maintenance of collateral or security on the Receivables. It is
understood that the Financed Vehicles are the collateral and security for the Receivables, but that
the certificate of title with respect to a Financed Vehicle does not constitute collateral and
merely evidences such security interest. The Issuer hereby authorizes the Servicer to take such
steps as are necessary to re-perfect such security interest on behalf of the Issuer and the
Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason.



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     SECTION 3.5 Covenants of Servicer. Unless required by law or court order, the
Servicer will not release the Financed Vehicle securing each such Receivable from the security
interest granted by such Receivable in whole or in part except (a) in the event of payment in full
by or on behalf of the Obligor thereunder or payment in full less a deficiency which the Servicer
would not attempt to collect in accordance with its Customary Servicing Practices, (b) in
connection with repossession or (c) except as may be required by an insurer in order to receive
proceeds from any Insurance Policy covering such Financed Vehicle.



     SECTION 3.6 Purchase of Receivables Upon Breach. Upon discovery by any party hereto
of a breach of any of the covenants set forth in Section 3.2, 3.3, 3.4 or
3.5 which materially and adversely affects the interests of the Issuer or the Noteholders,
the party discovering such breach shall give prompt written notice thereof to the other parties
hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt
notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give
such notice shall not affect any obligation of the Servicer hereunder. If the Servicer does not
correct or cure such breach prior to the end of the Collection Period which includes the 60th day
(or, if the Servicer elects, an earlier date) after the date that the Servicer became aware or was
notified of such breach, then the Servicer shall purchase any Receivable materially and adversely
affected by such breach from the Issuer on the Payment Date following the end of such Collection
Period. Any such breach or failure will not be deemed to have a material and adverse effect if
such breach or failure does not affect the ability of the Issuer to receive and retain timely
payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to
the Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall
cause to be made) a payment to the Issuer equal to the Repurchase Price by depositing such amount
into the Collection Account prior to 11:00 a.m., New York City time on such Payment Date. Upon
payment of such Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall
release and shall execute and deliver such instruments of release, transfer or assignment, in each
case without recourse or representation, as shall be reasonably necessary to vest in the Servicer
or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the
obligation of the Servicer to purchase any Receivable as described above shall constitute the sole
remedy respecting such breach available to the Issuer and the Indenture Trustee.



     SECTION 3.7 Servicing Fee. On each Payment Date, the Issuer shall pay to the Servicer
the Servicing Fee in accordance with Section 4.4 for the immediately preceding Collection
Period as compensation for its services. In addition, the Servicer will be entitled to retain all
Supplemental Servicing Fees. The Servicer also will be entitled to receive investment earnings
(net of investment losses and expenses) on funds deposited in the Collection Account and the
Principal Distribution Account during each Collection Period.



     SECTION 3.8 Servicer’s Certificate. On or before the Determination Date preceding
each Payment Date, the Servicer shall deliver to the Indenture Trustee and each Paying Agent, and
the Indenture Trustee shall forward such copy to each of the Rating Agencies, a Servicer’s
Certificate containing all information necessary to make the payments, transfers and distributions
pursuant to Sections 4.3 and 4.4 on such Payment Date, together with the written
statements to be furnished by the Indenture Trustee to the Noteholders pursuant to Section
4.6 hereof and Section 6.6 of the Indenture. At the sole option of the Servicer, each
Servicer’s Certificate may be delivered in electronic or hard copy format.



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     SECTION 3.9 Annual Officer’s Certificate; Notice of Servicer Replacement Event. (a)
The Servicer will deliver to the Rating Agencies, the Issuer and the Indenture Trustee, on or
before March 30 of each calendar year, beginning on March 30, 2009, an Officer’s Certificate (with
appropriate insertions) providing such information as is required under Item 1123 of Regulation AB.



     (b) The Servicer will deliver to the Issuer, the Indenture Trustee and each Rating Agency
promptly after having obtained knowledge thereof written notice in an Officer’s Certificate of any
event which with the giving of notice or lapse of time, or both, would become a Servicer
Replacement Event. Except to the extent set forth in this Section 3.9(b) and Sections
7.2 and 9.22 of this Agreement and Section 3.12 of the Indenture, the
Transaction Documents do not require any policies or procedures to monitor any performance or other
triggers and events of default.



     (c) The Servicer will deliver to the Issuer, on or before March 30 of each year, beginning on
March 30, 2009, a report regarding the Servicer’s assessment of compliance with the Servicing
Criteria during the immediately preceding calendar year, including disclosure of any material
instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule
13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.



     SECTION 3.10 Annual Registered Public Accounting Firm Attestation. On or before the
90th day following the end of each fiscal year, beginning with the fiscal year ending December 31,
2008, the Servicer shall cause a firm of independent registered public accountants (who may also
render other services to the Servicer, the Seller or their respective Affiliates) to furnish to the
Indenture Trustee, the Servicer, the Seller and each Rating Agency each attestation report on
assessments of compliance with the Servicing Criteria with respect to the Servicer or any Affiliate
thereof during the related fiscal year delivered by such accountants pursuant to paragraph (c) of
Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The certification
required by this paragraph may be replaced by any similar certification using other procedures or
attestation standards which are now or in the future in use by servicers of comparable assets, or
which otherwise comply with any rule, regulation, “no action” letter or similar guidance
promulgated by the Commission.



     SECTION 3.11 Servicer Expenses. The Servicer shall pay all expenses (other than
expenses described in the definition of Liquidation Proceeds) incurred by it in connection with its
activities hereunder, including fees, expenses, indemnities and disbursements of the Indenture
Trustee, the Owner Trustee (as more fully described in Sections 8.1 and 8.2 of the
Trust Agreement), independent accountants, taxes imposed on the Servicer and expenses incurred in
connection with distributions and reports to the Noteholders and the Certificateholder.



     SECTION 3.12 1934 Act Filings. The Issuer hereby authorizes the Servicer and the
Seller, or either of them, to prepare, sign, certify and file any and all reports, statements and
information respecting the Issuer and/or the Notes required to be filed pursuant to the Exchange
Act, and the rules thereunder.



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ARTICLE IV




DISTRIBUTIONS; ACCOUNTS;

STATEMENTS TO THE CERTIFICATEHOLDER

AND THE NOTEHOLDERS




     SECTION 4.1 Establishment of Accounts. (a) The Servicer shall cause to be
established:




	 	(i)	 	For the benefit of the Noteholders and the Swap Counterparty,
in the name of the Indenture Trustee, an Eligible Account (the “Collection
Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Noteholders and the Swap
Counterparty, which Eligible Account shall be established by and maintained
with the Indenture Trustee or its designee. No checks shall be issued, printed
or honored with respect to the Collection Account.
	 
	 	(ii)	 	For the benefit of the Noteholders, in the name of the
Indenture Trustee, an Eligible Account (the “Principal Distribution
Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Noteholders, which Eligible
Account shall be established by and maintained with the Indenture Trustee or
its designee. No checks shall be issued, printed or honored with respect to
the Principal Distribution Account.
	 
	 	(iii)	 	For the benefit of the Noteholders and the Swap Counterparty,
in the name of the Indenture Trustee, an Eligible Account (the “Reserve
Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Noteholders and the Swap
Counterparty, which Eligible Account shall be established by and maintained
with the Indenture Trustee or its designee. No checks shall be issued, printed
or honored with respect to the Reserve Account.





     (b) Funds on deposit in the Collection Account, the Reserve Account and the Principal
Distribution Account and the Swap Termination Payment Account (to the extent such account is
established under Section 4.8(b) (collectively, the “Trust Accounts”) shall be
invested by the Indenture Trustee in Permitted Investments selected in writing by the Servicer and
of which the Servicer provides notification (pursuant to standing instructions or otherwise);
provided, that it is understood and agreed that neither the Servicer, the Indenture Trustee nor the
Issuer shall be liable for any loss arising from such investment in Permitted Investments. All
such Permitted Investments shall be held by or on behalf of the Indenture Trustee as secured party
for the benefit of the Noteholders and the Swap Counterparty; provided, that on each Payment Date
all interest and other investment income (net of losses and investment expenses) on funds on
deposit in the Collection Account and the Principal Distribution Account shall be distributed to
the Servicer and shall not be available to pay the distributions provided for in Section
4.4. All investments of funds on deposit in the Trust Accounts shall mature so that such funds
will be available on the next Payment Date. No Permitted Investment shall be sold or



10









 







otherwise disposed of prior to its scheduled maturity unless a default occurs with respect to
such Permitted Investment and the Servicer directs the Indenture Trustee in writing to dispose of
such Permitted Investment.



     (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Trust Accounts and in all proceeds thereof and all such funds, investments
and proceeds shall be part of the Trust Estate. Except as otherwise provided herein, the Trust
Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of
the Noteholders and the Swap Counterparty. If, at any time, any Trust Account ceases to be an
Eligible Account, the Servicer shall promptly notify the Indenture Trustee in writing (unless such
Trust Account is an account with the Indenture Trustee) and within 10 Business Days (or such longer
period as to which each Rating Agency may consent) after becoming aware of the fact, establish a
new Trust Account as an Eligible Account and shall direct the Indenture Trustee to transfer any
cash and/or any investments to such new Trust Account.



     (d) With respect to the Trust Account Property, the parties hereto agree that:




	 	(i)	 	any Trust Account Property that consists of uninvested funds
shall be held solely in Eligible Accounts and, except as otherwise provided
herein, each such Eligible Account shall be subject to the exclusive custody
and control of the Indenture Trustee, and, except as otherwise provided in the
Transaction Documents, the Indenture Trustee or its designee shall have sole
signature authority with respect thereto;
	 
	 	(ii)	 	any Trust Account Property that constitutes Physical Property
shall be delivered to the Indenture Trustee or its designee, in accordance with
paragraph (a) of the definition of “Delivery” and shall be held,
pending maturity or disposition, solely by the Indenture Trustee or any such
designee;
	 
	 	(iii)	 	any Trust Account Property that is an “uncertificated
security” under Article 8 of the UCC and that is not governed by clause
(iv) below shall be delivered to the Indenture Trustee or its designee in
accordance with paragraph (c) of the definition of “Delivery” and shall
be maintained by the Indenture Trustee or such designee, pending maturity or
disposition, through continued registration of the Indenture Trustee’s (or its
designee’s) ownership of such security on the books of the issuer thereof; and
	 
	 	(iv)	 	any Trust Account Property that is an uncertificated security
that is a “book-entry security” (as such term is defined in Federal Reserve
Bank Operating Circular No. 7) held in a securities account at a Federal
Reserve Bank and eligible for transfer through the Fedwire®
Securities Service operated by the Federal Reserve System pursuant to Federal
book-entry regulations shall be delivered in accordance with paragraph
(b) of the definition of “Delivery” and shall be maintained by the
Indenture Trustee or its designee or a securities intermediary (as such term is
defined in




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	 	 	 	Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or
such designee, pending maturity or disposition, through continued book-entry
registration of such Trust Account Property as described in such paragraph.





     (e) Except for the Collection Account, the Reserve Account and the Principal Distribution
Account, there are no accounts required to be maintained under the Transaction Documents. No
checks shall be issued, printed or honored with respect to the Collection Account, the Reserve
Account or the Principal Distribution Account.



     SECTION 4.2 Remittances. The Servicer shall deposit an amount equal to all
Collections into the Collection Account within two Business Days after identification; provided,
however, that if the Monthly Remittance Condition is satisfied, then the Servicer shall not be
required to deposit into the Collection Account an amount equal to the Collections received during
any Collection Period until 11:00 a.m., New York City time, on the following Payment Date,
provided, further, that if the Collection Account is not maintained at the Indenture Trustee, then
deposits into the Collection Account shall be made on the Business Day preceding each Payment Date
(so long as the Monthly Remittance Condition is met). The “Monthly Remittance Condition”
shall be deemed to be satisfied if (i) VCI is the Servicer, (ii) no Servicer Replacement Event has
occurred and is continuing and (iii)(x) Volkswagen AG has a short-term debt rating of at least
“P-1” from Moody’s and “A-1” from Standard & Poor’s, (y) both Moody’s and Standard & Poor’s are
then rating a debt issuance of Volkswagen of America, Inc. or VCI (and, in the case of VCI, such
debt issuance is guaranteed by Volkswagen AG) and (z) VCI remains a direct or indirect wholly-owned
subsidiary of Volkswagen AG. Notwithstanding the foregoing, the Servicer may remit Collections to
the Collection Account on any other alternate remittance schedule (but not later than the related
Payment Date) if the Rating Agency Condition is satisfied with respect to such alternate remittance
schedule. Pending deposit into the Collection Account, Collections may be commingled and used by
the Servicer at its own risk and are not required to be segregated from its own funds.



     SECTION 4.3 Additional Deposits and Payments; Servicer Advances. (a) On each Payment
Date, the Servicer and the Seller will deposit into the Collection Account the aggregate Repurchase
Price with respect to Repurchased Receivables purchased by the Servicer or the Seller,
respectively, on such Payment Date and the Servicer will deposit into the Collection Account all
amounts, if any, to be paid under Section 8.1 in connection with the Optional Purchase.
All such deposits with respect to a Payment Date will be made, in immediately available funds by
11:00 a.m., New York City time, on such Payment Date related to such Collection Period.



     (b) The Indenture Trustee will, on each Payment Date, withdraw from the Reserve Account the
Reserve Account Excess Amount, if any, for such Payment Date and deposit such amounts in the
Collection Account.



     (c) On each Payment Date, the Servicer shall deposit into the Collection Account prior to
11:00 a.m., New York City time, an advance in an amount equal to the lesser of (a) any shortfall in
the amounts available to make the payments in clauses first through fifth of Section 4.4(a)
and (b) the aggregate scheduled monthly payments due on Receivables but not



12









 







received during and prior to the related Collection Period (an “Advance”); provided, however,
that the Servicer will not be obligated to make an Advance if the Servicer reasonably determines in
its sole discretion that such Advance is not likely to be repaid from future cash flows from the
Receivables. No Advances will be made with respect to Defaulted Receivables.



     (d) The Indenture Trustee will, on the Payment Date relating to each Collection Period,
withdraw from the Reserve Account the Reserve Account Draw Amount and deposit such amount in the
Collection Account.



     (e) On the Closing Date the Seller will deposit, or cause to be deposited from proceeds of the
sale of the Notes, into the Reserve Account an amount equal to the Initial Reserve Account Deposit
Amount.



     (f) The Indenture Trustee will promptly, on the day of receipt, deposit into the Collection
Account all Net Swap Receipts received by it under the Interest Rate Swap Agreement in immediately
available funds.



     SECTION 4.4 Distributions.



     (a) Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture,
on each Payment Date, the Indenture Trustee (based on information contained in, and as directed by,
the Servicer’s Certificate delivered on or before the related Determination Date pursuant to
Section 3.8) shall make the following deposits and distributions, to the extent of
Available Funds, Advances made on such Payment Date pursuant to Section 4.3(c) and the
Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the
following order of priority:




	 	(i)	 	first, to the Servicer (or any predecessor Servicer, if
applicable) for reimbursement of all outstanding Advances;
	 
	 	(ii)	 	second, to the Servicer, the Servicing Fee and all unpaid
Servicing Fees with respect to prior periods;
	 
	 	(iii)	 	third, to the Swap Counterparty, the Net Swap Payment, if any,
for such Payment Date;
	 
	 	(iv)	 	fourth, pro rata based on amounts due, (A) to the Swap
Counterparty, any Senior Swap Termination Payments for such Payment Date, and
(B) to the Noteholders, the Accrued Note Interest for the related Interest
Period; provided, that if there are not sufficient funds available to pay the
entire amount of the Accrued Note Interest, the amounts available will be
applied to the payment of such interest on the Notes on a pro rata basis;
	 
	 	(v)	 	fifth, to the Principal Distribution Account for distribution
to the Noteholders pursuant to Section 8.2(c) of the Indenture, the
Principal Distribution Amount;




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	 	(vi)	 	sixth, to the Reserve Account, any additional amounts required
to increase the amount in the Reserve Account up to the Specified Reserve
Account Balance;
	 
	 	(vii)	 	seventh, to the Swap Counterparty, any Subordinated Swap
Termination Payments for such Payment Date;
	 
	 	(viii)	 	eighth, to the Owner Trustee and the Indenture Trustee, fees and expenses
(including indemnification amounts) due and owing under the Trust Agreement and
the Indenture, as applicable, which have not been previously paid; and
	 
	 	(ix)	 	ninth, to or at the direction of the Certificateholder, any
funds remaining.




Notwithstanding any other provision of this Section 4.4, following the occurrence and
during the continuation of an Event of Default which has resulted in an acceleration of the Notes,
the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to
Section 5.4(b) of the Indenture.




     (b) After the payment in full of the Notes, all amounts payable to the Swap Counterparty and
all other amounts payable under Section 4.4(a), all Collections shall be paid to or in
accordance with the instructions provided from time to time by the Certificateholder.



     SECTION 4.5 Net Deposits. If the Monthly Remittance Condition is satisfied, the
Servicer shall be permitted to deposit into the Collection Account only the net amount
distributable to Persons other than the Servicer and its Affiliates on the Payment Date. The
Servicer shall, however, account as if all of the deposits and distributions described herein were
made individually.



     SECTION 4.6 Statements to Certificateholder and Noteholders. On or before each
Determination Date, the Servicer shall deliver to the Indenture Trustee and each Paying Agent, and
the Indenture Trustee shall forward (or make available on its website, as described below) such
copy to each of the Rating Agencies, the Swap Counterparty, the Issuer and to each Noteholder of
record as of the most recent Record Date, a statement setting forth for the Collection Period and
Payment Date relating to such Determination Date the following information (to the extent
applicable):



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



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



     (c) (i) the amount on deposit in the Reserve Account and the Specified Reserve Account
Balance, each as of the beginning and end of the related Collection Period, (ii) the amount
deposited in the Reserve Account in respect of such Payment Date, if any, (iii) the



14









 







Reserve Account Draw Amount and the Reserve Account Excess Amount, if any, to be withdrawn
from the Reserve Account on such Payment Date, (iv) the balance on deposit in the Reserve Account
on such Payment Date after giving effect to withdrawals therefrom and deposits thereto in respect
of such Payment Date and (v) the change in such balance from the immediately preceding Payment
Date;



     (d) the Principal Distribution Amount for such Payment Date;



     (e) the Net Pool Balance and the Note Factor as of the close of business on the last day of
the preceding Collection Period;



     (f) the amount of the Servicing Fee to be paid to the Servicer with respect to the related
Collection Period and the amount of any unpaid Servicing Fees;



     (g) the amount of the Noteholders’ Interest Carryover Shortfall, if any, on such Payment Date
and the change in such amounts from the preceding Payment Date;



     (h) the aggregate Repurchase Price with respect to Repurchased Receivables paid by (i) the
Servicer and (ii) the Seller with respect to the related Collection Period;



     (i) the amount of Advances, if any, on such Payment Date;



     (j) the amount of Collections for the related Collection Period;



     (k) the Net Swap Receipts and Net Swap Payment, if any;



     (l) the Senior Swap Termination Payment and Subordinated Swap Termination Payment, if any;



     (m) the Swap Replacement Proceeds, if any; and



     (n) the Swap Termination Payment, if any.


Each amount set forth pursuant to paragraph (a) or (g) above relating to the Notes
shall be expressed as a dollar amount per $1,000 of the Initial Note Balance of the Notes (or Class
thereof).




     No disbursements shall be made directly by the Servicer to a Noteholder, and the Servicer
shall not be required to maintain any investor record relating to the posting of disbursements or
otherwise.



     The Indenture Trustee will make available via the Indenture Trustee’s internet website all
reports or notices required to be provided by the Indenture Trustee under this Section 4.6,
provided, however, that the indenture Trustee, shall, if requested by any Rating Agency, deliver
any reports or notices under this Section 4.6 in writing to such Rating Agency. Any
information that is disseminated in accordance with the provisions of this Section 4.6
shall not be required to be disseminated in any other form or manner; provided, however, any such
information that must be delivered to the Rating Agencies under this Section 4.6 shall be
sent by electronic mail to



15









 







each Rating Agency. The Indenture Trustee will make no representations or warranties as to
the accuracy or completeness of such documents and will assume no responsibility therefor.



     The Indenture Trustee’s internet website shall be initially located at “www.sfcitidirect.com”
or at such other address as shall be specified by the Indenture Trustee from time to time in
writing to the Noteholders, the Servicer, the Issuer or any Paying Agent. In connection with
providing access to the Indenture Trustee’s internet website, the Indenture Trustee may require
registration and the acceptance of a disclaimer. The Indenture Trustee shall not be liable for the
dissemination of information in accordance with this Agreement.



     SECTION 4.7 No Duty to Confirm. The Indenture Trustee shall have no duty or
obligation to verify or confirm the accuracy of any of the information or numbers set forth in the
Servicer’s Certificate delivered by the Servicer to the Indenture Trustee, and the Indenture
Trustee shall be fully protected in relying upon such Servicer’s Certificate.



     SECTION 4.8 Interest Rate Swap Agreement.



     (a) The Issuer shall enter into the Initial Interest Rate Swap Agreement with the Initial Swap
Counterparty. Subject to the requirements of this Section 4.8, the Issuer may from time to
time enter into one or more Replacement Interest Rate Swap Agreements in the event that the Initial
Interest Rate Swap Agreement is terminated due to any “Termination Event” or “Event of Default”
(each as defined in the Initial Interest Rate Swap Agreement) prior to its scheduled expiration and
in accordance with the terms of such Interest Rate Swap Agreement. Other than any Replacement
Interest Rate Swap Agreement entered into pursuant to this Section 4.8(a), the Issuer may
not enter into any additional interest rate swap agreements.



     (b) In the event of any early termination of any Interest Rate Swap Agreement, (i) upon
written direction and notification of such early termination, the Indenture Trustee shall establish
the Swap Termination Payment Account, (ii) any Swap Termination Payments received from the Swap
Counterparty will be remitted to the Swap Termination Payment Account and (iii) any Swap
Replacement Proceeds received from a Replacement Swap Counterparty will be remitted directly to the
Swap Counterparty; provided, that any such remittance to the Swap Counterparty shall not exceed the
amounts, if any, owed to the Swap Counterparty under the Interest Rate Swap Agreement; provided,
further that the Swap Counterparty shall only receive Swap Replacement Proceeds if all Swap
Termination Payments due from the Swap Counterparty to the Issuer have been paid in full and if
such amounts have not been paid in full then the amount of Swap Replacement Proceeds necessary to
make up any deficiency shall be remitted to the Swap Termination Payment Account.



     (c) The Issuer shall promptly, following the early termination of any Initial Interest Rate
Swap Agreement due to an “Event of Default” or “Termination Event” (each as defined in the Initial
Interest Rate Swap Agreement) and in accordance with the terms of such Interest Rate Swap
Agreement, enter into a Replacement Interest Rate Swap Agreement to the extent possible and
practicable through application of funds available in the Swap Termination Payment Account unless
entering into such Replacement Interest Rate Swap Agreement will cause the Rating Agency Condition
not to be satisfied.



16









 





     (d) To the extent that (i) the funds available in the Swap Termination Payment Account exceed
the costs of entering into a Replacement Interest Rate Swap Agreement or (ii) the Issuer determines
not to replace the Initial Interest Rate Swap Agreement and the Rating Agency Condition is met with
respect to such determination, the amounts in the Swap Termination Payment Account (other than
funds used to pay the costs of entering into a Replacement Interest Rate Swap Agreement, if
applicable) shall be included in Available Funds and allocated in accordance with the order of
priority specified in Section 4.4(a) on the following Payment Date. In any other
situation, amounts on deposit in the Swap Termination Payment Account at any time shall be invested
pursuant to Section 4.1(b) and on each Payment Date after the creation of a Swap
Termination Payment Account, the funds therein shall be used to cover any shortfalls in the amounts
payable under clauses first through fifth under Section 4.4(a), provided, that in
no event will the amount withdrawn from the Swap Termination Payment Account on such Payment Date
exceed the amount of Net Swap Receipts that would have been required to be paid on such Payment
Date under the terminated Interest Rate Swap Transaction had there been no termination of such
transaction. Any amounts remaining in the Swap Termination Payment Account after payment in full
of the latest maturing class of floating-rate Notes shall be included in Available Funds and
allocated in accordance with the order of priority specified in Section 4.4(a) on the
following Payment Date.



     (e) If the Swap Counterparty is required to post collateral under the terms of the Interest
Rate Swap Agreement, upon written direction and notification of such requirement the Indenture
Trustee shall establish the Swap Collateral Account (the “Swap Collateral Account”) over
which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in
which no Person other than the Indenture Trustee, the Swap Counterparty and the Noteholders shall
have any legal or beneficial interest. The Indenture Trustee shall deposit all collateral received
from the Swap Counterparty under the Interest Rate Swap Agreement into the Swap Collateral Account.
Any and all funds at any time on deposit in, or otherwise to the credit of, the Swap Collateral
Account shall be held in trust by the Indenture Trustee for the benefit of the Swap Counterparty
and the Noteholders. The only permitted withdrawal from or application of funds on deposit in, or
otherwise to the credit of, the Swap Collateral Account shall be (i) for application to obligations
of the Swap Counterparty to the Issuer under the Interest Rate Swap Agreement in accordance with
the terms of the Interest Rate Swap Agreement or (ii) to return collateral to the Swap Counterparty
when and as required by the Interest Rate Swap Agreement.



     (f) If at any time the Interest Rate Swap Agreement becomes subject to early termination due
to the occurrence of an “Event of Default” or “Termination Event” (as defined in the Interest Rate
Swap Agreement), the Issuer and the Indenture Trustee shall use reasonable efforts (following the
expiration of any applicable grace period) to enforce the rights of the Issuer thereunder as may be
permitted by the terms of the Interest Rate Swap Agreement and consistent with the terms hereof.
To the extent not fully paid from Swap Replacement Proceeds, any Swap Termination Payment owed by
the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement shall be payable to the
Swap Counterparty in installments made on each following Payment Date until paid in full in
accordance with the order of priority specified in Section 4.4(a). To the extent that the
Swap Replacement Proceeds exceed any such Swap Termination Payments (or if there are no Swap
Termination Payments due to the Swap Counterparty), the Swap Replacement Proceeds in excess of such
Swap Termination Payments,



17









 







if any, shall be included in Available Funds and allocated and applied in accordance with the
order of priority specified in Section 4.4(a) on the following Payment Date.



ARTICLE V




THE SELLER




     SECTION 5.1 Representations and Warranties of Seller. The Seller makes the following
representations and warranties as of the Closing Date on which the Issuer will be deemed to have
relied in acquiring the Transferred Assets. The representations and warranties speak as of the
execution and delivery of this Agreement and will survive the conveyance of the Transferred Assets
to the Issuer and the pledge thereof by the Issuer to the Indenture Trustee pursuant to the
Indenture:



     (a) Existence and Power. The Seller is a limited liability company validly existing
and in good standing under the laws of the State of Delaware and has, in all material respects, all
power and authority required to carry on its business as it is now conducted. The Seller 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 Seller to perform its obligations under the
Transaction Documents or affect the enforceability or collectibility of the Receivables or any
other part of the Transferred Assets.



     (b) Authorization and No Contravention. The execution, delivery and performance by
the Seller of each Transaction Document to which it is a party (i) have been duly authorized by all
necessary limited liability company action on the part of the Seller 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 Seller’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 Seller 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 Transferred Assets or would not materially and adversely affect the ability of the
Seller to perform its obligations under the Transaction Documents.



     (d) Binding Effect. Each Transaction Document to which the Seller is a party
constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller 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 creditors’ rights generally and, if applicable, the rights of creditors of limited
liability companies from time to time in effect or by general principles of equity.



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     (e) Lien Filings. The Seller is not aware of any material judgment, ERISA or tax lien
filings against the Seller.



     (f) No Proceedings. There are no actions, suits or proceedings pending or, to the
knowledge of the Seller, threatened against the Seller before or by any Governmental Authority that
(i) assert the invalidity or unenforceability of this Agreement or any of the other Transaction
Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the
transactions contemplated by this Agreement or any of the other Transaction Documents, (iii) seek
any determination or ruling that would materially and adversely affect the performance by the
Seller of its obligations under this Agreement or any of the other Transaction Documents or the
collectibility or enforceability of the Receivables, or (iv) relate to the Seller that would
materially and adversely affect the federal or Applicable Tax State income, excise, franchise or
similar tax attributes of the Notes.



     SECTION 5.2 Liability of Seller; Indemnities. The Seller shall be liable in
accordance herewith only to the extent of the obligations specifically undertaken by the Seller
under this Agreement, and hereby agrees to the following:



     (a) The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee, the
Indenture Trustee, the Noteholders and the Certificateholder from and against any loss, liability
or expense incurred by reason of the Seller’s violation of federal or State securities laws in
connection with the registration or the sale of the Notes.



     (b) The Seller will pay any and all taxes levied or assessed upon the Issuer or upon all or
any part of the Trust Estate.



     (c) Indemnification under this Section 5.2 will survive the resignation or removal of
the Owner Trustee or the Indenture Trustee and the termination of this Agreement and will include,
without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the
Seller has made any indemnity payments pursuant to this Section 5.2 and the Person to or on
behalf of whom such payments are made thereafter collects any of such amounts from others, such
Person will promptly repay such amounts to the Seller, without interest.



     (d) The Seller’s obligations under this Section 5.2 are obligations solely of the
Seller and will not constitute a claim against the Seller to the extent that the Seller does not
have funds sufficient to make payment of such obligations. In furtherance of and not in derogation
of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by
entering into or accepting this Agreement, acknowledge and agree that they have no right, title or
interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the
agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the
Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from,
Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other
Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency
laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the
Indenture Trustee or the Owner Trustee further acknowledges and agrees that any such interest,
claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible
payment



19









 







in full, which, under the terms of the relevant documents relating to the securitization or
conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or
otherwise secured by such Other Assets (whether or not any such entitlement or security interest is
legally perfected or otherwise entitled to a priority of distributions or application under
applicable law, including insolvency laws, and whether or not asserted against the Seller),
including the payment of post-petition interest on such other obligations and liabilities. This
subordination agreement will be deemed a subordination agreement within the meaning of Section
510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner
Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of
this Section 5.2(d) and the terms of this Section 5.2(d) may be enforced by an
action for specific performance. The provisions of this Section 5.2(d) will be for the
third party benefit of those entitled to rely thereon and will survive the termination of this
Agreement.



     SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller.
Any Person (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger,
conversion, or consolidation to which the Seller is a party, (iii) succeeding to the business of
the Seller, or (iv) more than 50% of the voting stock or voting power and 50% or more of the
economic equity of which is owned directly or indirectly by Volkswagen AG, which Person in any of
the foregoing cases executes an agreement of assumption to perform every obligation of the Seller
under this Agreement, will be the successor to the Seller under this Agreement without the
execution or filing of any document or any further act on the part of any of the parties to this
Agreement. Notwithstanding the foregoing, if the Seller enters into any of the foregoing
transactions and is not the surviving entity, (x) the Seller shall deliver to the Indenture Trustee
an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion,
consolidation or succession and such agreement of assumption comply with this Section 5.3
and that all conditions precedent, if any, provided for in this Agreement relating to such
transaction have been complied with and (y) the Seller will deliver to the Indenture Trustee an
Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing
statements and continuation statements and amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee,
respectively, in the Receivables, and reciting the details of such filings, or (B) stating that, in
the opinion of such counsel, no such action is necessary to preserve and protect such interest.
The Seller will provide notice of any merger, conversion, consolidation, or succession pursuant to
this Section 5.3 to the Rating Agencies. Notwithstanding anything herein to the contrary,
the execution of the foregoing agreement of assumption and compliance with clauses (x) and
(y) of this Section 5.3 will be conditions to the consummation of any of the
transactions referred to in clauses (i), (ii) or (iii) of this Section
5.3 in which the Seller is not the surviving entity.



     SECTION 5.4 Limitation on Liability of Seller and Others. The Seller and any officer
or employee or agent of the Seller may rely in good faith on the advice of counsel or on any
document of any kind, prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. The Seller will not be under any obligation to appear in, prosecute, or
defend any legal action that is not incidental to its obligations under this Agreement, and that in
its opinion may involve it in any expense or liability.




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     SECTION 5.5 Seller May Own Notes. The Seller, and any Affiliate of the Seller, may in
its individual or any other capacity become the owner or pledgee of Notes with the same rights as
it would have if it were not the Seller or an Affiliate thereof, except as otherwise expressly
provided herein or in the other Transaction Documents. Except as set forth herein or in the other
Transaction Documents, Notes so owned by the Seller or any such Affiliate will have an equal and
proportionate benefit under the provisions of this Agreement and the other Transaction Documents,
without preference, priority, or distinction as among all of the Notes. Notes owned by the Issuer,
Seller, Servicer, Administrator or any of their respective Affiliates shall be disregarded with
respect to the determination of any request, demand, authorization, direction, notice, consent,
vote or waiver hereunder or under any other Transaction Document.



     SECTION 5.6 Sarbanes-Oxley Act Requirements. To the extent any documents are required
to be filed or any certification is required to be made with respect to the Issuer or the Notes
pursuant to the Sarbanes-Oxley Act, the Issuer hereby authorizes the Servicer and the Seller, or
either of them, to prepare, sign, certify and file any such documents or certifications on behalf
of the Issuer.



     SECTION 5.7 Compliance with Organizational Documents. The Seller shall comply with
its limited liability company agreement and other organizational documents.



     SECTION 5.8 Perfection Representations, Warranties and Covenants. The Seller hereby
makes the perfection representations, warranties and covenants attached hereto as Exhibit B
to the Issuer and the Indenture Trustee and the Issuer shall be deemed to have relied on such
representations, warranties and covenants in acquiring the Transferred Assets.



ARTICLE VI




THE SERVICER




     SECTION 6.1 Representations of Servicer. The Servicer makes the following
representations and warranties as of the Closing Date on which the Issuer will be deemed to have
relied in acquiring the Transferred Assets. The representations and warranties speak as of the
execution and delivery of this Agreement and will survive the conveyance of the Transferred Assets
to the Issuer and the pledge thereof by the Issuer to the Indenture Trustee pursuant to the
Indenture:



     (a) Existence and Power. The Servicer is a corporation validly existing and in good
standing under the laws of Delaware and has, in all material respects, all power and authority to
carry on its business as it is now conducted. The Servicer 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 Servicer to perform its obligations under the Transaction Documents or affect the
enforceability or collectibility of the Receivables or any other part of the Transferred Assets.



     (b) Authorization and No Contravention. The execution, delivery and performance by
the Servicer of the Transaction Documents to which it is a party (i) have been duly authorized by
all necessary action on the part of the Servicer and (ii) do not contravene or constitute a default
under (A) any applicable law, rule or regulation, (B) its organizational documents or (C)



21









 







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 Servicer’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 Servicer 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 would not
materially and adversely affect the ability of the Servicer to perform its obligations under the
Transaction Documents.



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



     (e) No Proceedings. There are no actions, suits or proceedings pending or, to the
knowledge of the Servicer, threatened against the Servicer before or by any Governmental Authority
that (i) assert the invalidity or unenforceability of this Agreement or any of the other
Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of
the transactions contemplated by this Agreement or any of the other Transaction Documents, (iii)
seek any determination or ruling that would materially and adversely affect the performance by the
Servicer of its obligations under this Agreement or any of the other Transaction Documents, or (iv)
relate to the Servicer that would materially and adversely affect the federal or Applicable Tax
State income, excise, franchise or similar tax attributes of the Notes.



     (f) Fidelity Bond. The Servicer shall not be required to maintain a fidelity bond or
error and omissions policy.



     SECTION 6.2 Indemnities of Servicer. The Servicer will be liable in accordance
herewith only to the extent of the obligations specifically undertaken by the Servicer under this
Agreement, and hereby agrees to the following:



     (a) The Servicer will defend, indemnify and hold harmless the Issuer, the Owner Trustee, the
Indenture Trustee, the Noteholders, the Certificateholder and the Seller from and against any and
all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the
use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle.



22









 





     (b) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and
the Indenture Trustee from and against any taxes that may at any time be asserted against any such
Person with respect to the transactions contemplated herein or in the other Transaction Documents,
if any, including, without limitation, any sales, gross receipts, general corporation, tangible
personal property, privilege, or license taxes (but, in the case of the Issuer, not including any
taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the
Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of
the Receivables, or federal or other Applicable Tax State income taxes arising out of the
transactions contemplated by this Agreement and the other Transaction Documents) and costs and
expenses in defending against the same. For the avoidance of doubt, the Servicer will not
indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of
the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables.



     (c) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the
Indenture Trustee, the Noteholders, the Certificateholder and the Seller from and against any and
all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost,
expense, loss, claim, damage, or liability arose out of, or was imposed upon any such Person
through, the negligence, willful misfeasance, or bad faith (other than errors in judgment) of the
Servicer in the performance of its duties under this Agreement or any other Transaction Document to
which it is a party, or by reason of its failure to perform its obligations or of reckless
disregard of its obligations and duties under this Agreement or any other Transaction Document to
which it is a party; provided, however, that the Servicer will not indemnify for any costs,
expenses, losses, claims, damages or liabilities arising from its breach of any covenant for which
the repurchase of the affected Receivables is specified as the sole remedy pursuant to Section
3.6.



     (d) The Servicer will compensate and indemnify the Owner Trustee to the extent and subject to
the conditions set forth in Sections 8.1 and 8.2 of the Trust Agreement. The
Servicer will compensate and indemnify the Indenture Trustee to the extent and subject to the
conditions set forth in Section 6.7 of the Indenture, except to the extent that any cost,
expense, loss, claim, damage or liability arises out of or is incurred in connection with the
performance by the Indenture Trustee of the duties of a successor Servicer hereunder.



     (e) Indemnification under this Section 6.2 by VCI (or any successor thereto pursuant
to Section 7.1) as Servicer, with respect to the period such Person was the Servicer, will
survive the termination of such Person as Servicer or a resignation by such Person as Servicer as
well as the termination of this Agreement and the Trust Agreement or the resignation or removal of
the Owner Trustee or the Indenture Trustee and will include reasonable fees and expenses of counsel
and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this
Section 6.2 and the Person to or on behalf of whom such payments are made thereafter
collects any of such amounts from others, such Person will promptly repay such amounts to the
Servicer, without interest.



     SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer.
Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any
merger, conversion, or consolidation to which the Servicer is a party, (iii) succeeding to



23









 







the business of the Servicer, or (iv) of which Volkswagen AG owns, directly or indirectly,
more than 50% of the voting stock or voting power and 50% or more of the economic equity, which
Person in any of the foregoing cases executes an agreement of assumption to perform every
obligation of the Servicer under this Agreement, will be the successor to the Servicer under this
Agreement without the execution or filing of any paper or any further act on the part of any of the
parties to this Agreement. Notwithstanding the foregoing, if the Servicer enters into any of the
foregoing transactions and is not the surviving entity, (x) the Servicer shall deliver to the
Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger,
conversion, consolidation, or succession and such agreement of assumption comply with this
Section 6.3 and that all conditions precedent provided for in this Agreement relating to
such transaction have been complied with and (y) the Servicer will deliver to the Indenture Trustee
an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing
statements and continuation statements and amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee,
respectively, in the Receivables, and reciting the details of such filings, or (B) stating that, in
the opinion of such counsel, no such action is necessary to preserve and protect such interests.
The Servicer will provide notice of any merger, conversion, consolidation or succession pursuant to
this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary,
the execution of the foregoing agreement of assumption and compliance with clauses (x) and
(y) of this Section 6.3 will be conditions to the consummation of any of the
transactions referred to in clauses (i), (ii) or (iii) of this Section
6.3 in which the Servicer is not the surviving entity.



     SECTION 6.4 Limitation on Liability of Servicer and Others. (a) Neither the Servicer
nor any of the directors or officers or employees or agents of the Servicer will be under any
liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders, the Swap
Counterparty or the Certificateholder, except as provided under this Agreement, for any action
taken or for refraining from the taking of any action pursuant to this Agreement or for errors in
judgment; provided, however, that this provision will not protect the Servicer or any such Person
against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith
in the performance of duties or by reason of its failure to perform its obligations or of reckless
disregard of obligations and duties under this Agreement, or by reason of negligence in the
performance of its duties under this Agreement (except for errors in judgment). The Servicer and
any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of
Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be
genuine and to have been signed by the proper party in respect of any matters arising under this
Agreement.



     (b) Except as provided in this Agreement, the Servicer will not be under any obligation to
appear in, prosecute, or defend any legal action that is not incidental to its duties to service
the Receivables in accordance with this Agreement, and that in its opinion may involve it in any
expense or liability; provided, however, that the Servicer may undertake any reasonable action that
it may deem necessary or desirable in respect of this Agreement and the rights and duties of the
parties to this Agreement and the interests of the Noteholders and the Certificateholder under this
Agreement. In such event, the legal expenses and costs of such action and any liability resulting
therefrom will be expenses, costs and liabilities of the Servicer.



24









 





     SECTION 6.5 Delegation of Duties. The Servicer may, at any time without notice or
consent, delegate (a) any or all of its duties (including, without limitation, its duties as
custodian) under the Transaction Documents to any of its Affiliates or (b) specific duties to
sub-contractors who are in the business of performing such duties; provided, that no such
delegation shall relieve the Servicer of its responsibility with respect to such duties and the
Servicer shall remain obligated and liable to the Issuer and the Indenture Trustee for its duties
hereunder as if the Servicer alone were performing such duties. For any servicing activities
delegated to third parties in accordance with this Section 6.5, the Servicer shall follow
such policies and procedures to monitor the performance of such third parties and compliance with
such servicing activities as the Servicer follows with respect to comparable motor vehicle
receivables serviced by the Servicer for its own account.



     SECTION 6.6 VCI Not to Resign as Servicer. Subject to the provisions of Sections
6.3 and 6.5, VCI will not resign from the obligations and duties hereby imposed on it
as Servicer under this Agreement except upon determination that the performance of its duties under
this Agreement is no longer permissible under applicable law. Notice of any such determination
permitting the resignation of VCI will be communicated to the Issuer and the Indenture Trustee at
the earliest practicable time (and, if such communication is not in writing, will be confirmed in
writing at the earliest practicable time) and any such determination will be evidenced by an
Opinion of Counsel to such effect delivered to the Issuer and the Indenture Trustee concurrently
with or promptly after such notice. No such resignation will become effective until a successor
Servicer has (i) assumed the responsibilities and obligations of VCI as Servicer and (ii) provided
in writing the information reasonably requested by the Seller to comply with its reporting
obligation under the Exchange Act with respect to a replacement Servicer.



     SECTION 6.7 Servicer May Own Notes. The Servicer, and any Affiliate of the Servicer,
may, in its individual or any other capacity, become the owner or pledgee of Notes with the same
rights as it would have if it were not the Servicer or an Affiliate thereof, except as otherwise
expressly provided herein or in the other Transaction Documents. Except as set forth herein or in
the other Transaction Documents, Notes so owned by or pledged to the Servicer or such Affiliate
will have an equal and proportionate benefit under the provisions of this Agreement, without
preference, priority or distinction as among all of the Notes.



ARTICLE VII




REPLACEMENT OF SERVICER




     SECTION 7.1 Replacement of Servicer.



     (a) If a Servicer Replacement Event shall have occurred and be continuing, the Indenture
Trustee shall, at the direction of 66 2/3% of the Noteholders, by notice given to the Servicer, the
Owner Trustee, the Issuer, the Administrator, the Noteholders, the Swap Counterparty and each
Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with
respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with
respect to servicing the Receivables, the Indenture Trustee shall appoint a successor Servicer.
Upon the Servicer’s receipt of notice of termination the predecessor Servicer will continue to
perform its functions as Servicer under this Agreement only until the date



25









 







specified in such termination notice or, if no such date is specified in such termination
notice, until receipt of such notice. If a successor Servicer has not been appointed at the time
when the predecessor Servicer ceases to act as Servicer in accordance with this Section, the
Indenture Trustee without further action will automatically be appointed the successor Servicer.
Notwithstanding the above, the Indenture Trustee, if it is legally unable or is unwilling to so
act, will appoint, or petition a court of competent jurisdiction to appoint a successor Servicer.
Any successor Servicer shall be an established institution having a net worth of not less than
$100,000,000 and whose regular business includes the servicing of comparable motor vehicle
receivables having an aggregate outstanding principal amount of not less than $50,000,000.



     (b) Noteholders holding not less than a majority of the Outstanding Notes may waive any
Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall cease to
exist and be deemed to have been cured and not to have occurred for every purpose of this
Agreement, but no such waiver shall extend to any prior, subsequent or other Servicer Replacement
Event or impair any right consequent thereto.



     (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to
effect the orderly and efficient transfer of the servicing of the Receivables to a successor
Servicer. All reasonable costs and expenses incurred in connection with transferring the
Receivable Files to the successor Servicer and all other reasonable costs and expenses incurred in
connection with the transfer to the successor Servicer related to the performance by the Servicer
hereunder will be paid by the predecessor Servicer upon presentation of reasonable documentation of
such costs and expenses.



     (d) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant
to this Section 7.1, the successor Servicer shall be the successor in all respects to the
Servicer in its capacity as Servicer under this Agreement with respect to the Receivables, and
shall be subject to all the responsibilities, duties and liabilities relating thereto, except with
respect to the obligations of the predecessor Servicer that survive its termination as Servicer,
including indemnification obligations as set forth in Section 6.2(e). In such event, the
Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver,
on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such termination and replacement of the Servicer, whether to complete the
transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall
resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a
newly appointed Servicer for the Receivables shall have assumed the responsibilities and
obligations of the resigning or terminated Servicer under this Agreement.



     (e) In connection with such appointment, the Indenture Trustee may make such arrangements for
the compensation of the successor Servicer out of Available Funds as it and such successor Servicer
will agree; provided, however, that no such compensation will be in excess of the amount paid to
the predecessor Servicer under this Agreement.



     (f) The predecessor Servicer shall be entitled to receive reimbursement for any outstanding
Advances made with respect to the Receivables to the extent funds are available therefore in
accordance with Section 4.4.



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     SECTION 7.2 Notification to Noteholders. Upon any termination of, or appointment of a
successor to, the Servicer pursuant to this Article VII, the Indenture Trustee will give
prompt written notice thereof to the Owner Trustee, the Issuer, the Administrator, each Rating
Agency and to the Noteholders at their respective addresses of record.



ARTICLE VIII




OPTIONAL PURCHASE




     SECTION 8.1 Optional Purchase of Trust Estate. If VCI is the Servicer, then VCI shall
have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other
than the Reserve Account) from the Issuer on any Payment Date if, after giving effect to any
payment of principal required to be made on such Payment Date, the aggregate Net Pool Balance is
less than or equal to 10% of the initial Net Pool Balance. The purchase price for the Trust Estate
(other than the Reserve Account) shall equal the greater of (a) the unpaid principal amount of the
Notes plus accrued and unpaid interest thereon (after giving effect to all distributions pursuant
to Section 4.4(a) on that Payment Date) at the applicable Interest Rate up to but excluding
the Redemption Date plus all amounts owing to the Swap Counterparty as of the Redemption Date and
(b) the fair market value of the Trust Estate (other than the Reserve Account) (the “Optional
Purchase Price”), which amount shall be deposited by the Servicer into the Collection Account
on the Redemption Date. If VCI, as Servicer, 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 IX




MISCELLANEOUS PROVISIONS




     SECTION 9.1 Amendment.



     (a) Any term or provision of this Agreement may be amended by the Seller and the Servicer
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 Seller or the Servicer 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;
	 
	 	(ii)	 	the Seller or the Servicer delivers an Officer’s Certificate of
the Seller or Servicer, respectively, to the Indenture Trustee to the effect
that such amendment will not materially and adversely affect the interests of
the Noteholders; or
	 
	 	(iii)	 	the Seller or the Servicer 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;




27









 










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 Seller and the Servicer but
without the consent of the Indenture Trustee, any Noteholder, the Swap Counterparty, 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, it being a condition to any such amendment that the Rating Agency Condition shall
have been satisfied and such amendment shall not materially and adversely affect the rights or
obligations of the Swap Counterparty under this 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.



     (c) This Agreement (including Appendix A) may also be amended from time to time by
Seller, Servicer and the Indenture Trustee, with the consent of the Noteholders evidencing not less
than a majority of the Note Balance, 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 no such amendment shall
(i) reduce the interest rate or principal amount of any Note, change or delay the Final Scheduled
Payment Date of any Note without the consent of the Holder of such Note, (ii) reduce the percentage
of the Note Balance, the Holders of which are required to consent to any matter without the consent
of the Holders of at least the percentage of the Note Balance which were required to consent to
such matter before giving effect to such amendment; provided, further, that such amendment shall
not materially and adversely affect the rights or obligations of the Swap Counterparty under this
Sale and Servicing 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;
provided, further, that the Indenture Trustee may not agree to any amendment to this Agreement if
such amendment failed to comply with the requirements of Section 9.2 of the Indenture. 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 Servicer shall provide written
notification of the substance of such amendment to each Rating Agency; and promptly after the
execution of any such amendment or consent, the Servicer (i) shall furnish a copy of such amendment
or consent to each Rating Agency and the Indenture Trustee and (ii) if this Agreement is amended in
accordance with clauses (i) or (ii) of Section 9.1(a), shall furnish a



28









 







copy of 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 Seller, 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 or execute on behalf of the Issuer 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.



     SECTION 9.2 Protection of Title.



     (a) The Seller shall authorize and file such financing statements and cause to be authorized
and filed such continuation and other statements, all in such manner and in such places as may be
required by law fully to preserve, maintain and protect the interest of the Issuer and the
Indenture Trustee under this Agreement in the Receivables. The Seller shall deliver (or cause to
be delivered) to the Issuer file-stamped copies of, or filing receipts for, any document filed as
provided above.



     (b) None of the Issuer, the Seller nor the Servicer shall change its name, identity,
organizational structure or jurisdiction of organization in any manner that would make any
financing statement or continuation statement filed by the Seller in accordance with paragraph
(a) above “seriously misleading” within the meaning of Sections 9-506, 9-507 or 9-508 of the
UCC, unless it shall have given the Issuer and the Indenture Trustee at least five days’ prior
written notice thereof and, to the extent necessary, has promptly filed amendments to previously
filed financing statements or continuation statements described in paragraph (a) above.



     (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior
written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and
shall have taken all action prior to making such change (or shall have made arrangements to take
such action substantially simultaneously with such change, if it is not possible to take such
action in advance) reasonably necessary or advisable to amend all previously filed financing
statements or continuation statements described in paragraph (a) above.



     (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance
with its Customary Servicing Practices accounts and records as to each Receivable accurately and in
sufficient detail to permit (i) the reader thereof to know at any time the status of such
Receivable, including payments and recoveries made and payments owing (and the nature of each) and
(ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the
amounts from time to time deposited in the Collection Account in respect of such Receivable.



     (e) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) its computer
systems so that, from time to time after the conveyance under this Agreement of the Receivables,
the master computer records (including any backup archives) that refer to a



29









 







Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such
Receivable is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the
Indenture. Indication of the Issuer’s interest in a Receivable shall not be deleted from or
modified on such computer systems until, and only until, the related Receivable shall have been
paid in full, repurchased by the Seller pursuant to Section 2.3 hereof, repurchased by VCI
pursuant to Section 3.3 of the Purchase Agreement or purchased by the Servicer in
accordance with Section 3.6 hereof.



     (f) If at any time the Servicer shall propose to sell, grant a security interest in or
otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender
or other transferee, the Servicer shall give to such prospective purchaser, lender or other
transferee computer tapes, records or printouts (including any restored from backup archives) that,
if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such
Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee.



     (g) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee,
the Owner Trustee and their respective agents at any time during normal business hours to inspect,
audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s
(or any Sub-Servicer’s) records regarding any Receivable.



     (h) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within
thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then owned
by the Issuer, together with a reconciliation of such list to each of the Servicer’s Certificates
furnished before such request indicating removal of Receivables from the Issuer.



     SECTION 9.3 Other Liens or Interests. Except for the conveyances and grants of
security interests pursuant to this Agreement and the other Transaction Documents, the Seller shall
not sell, pledge, assign or transfer the Receivables or other property transferred to the Issuer to
any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted
Liens) on any interest therein, and the Seller shall defend the right, title and interest of the
Issuer in, to and under such Receivables and other property transferred to the Issuer against all
claims of third parties claiming through or under the Seller.



     SECTION 9.4 Transfers Intended as Sale; Security Interest.



     (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated
and effected under this Agreement are complete and absolute sales and transfers rather than pledges
or assignments of only a security interest and shall be given effect as such for all purposes. It
is further the intention of the parties hereto that the Receivables and related Transferred Assets
shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller.
The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are
and shall be without recourse to, or representation or warranty (express or implied) by, the
Seller, except as otherwise specifically provided herein. The limited rights of recourse specified
herein against the Seller are intended to provide a remedy for breach of representations and
warranties relating to the condition of the property sold, rather than to the collectibility of the
Receivables.



30









 





     (b) Notwithstanding the foregoing, in the event that the Receivables and other Transferred
Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed
to create indebtedness or a security interest in the Receivables and other Transferred Assets, then
it is intended that:




	 	(i)	 	This Agreement shall be deemed to be a security agreement
within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any
other applicable jurisdiction;
	 
	 	(ii)	 	The conveyance provided for in Section 2.1 shall be
deemed to be a grant by the Seller, and the Seller hereby grants, to the Issuer
of a security interest in all of its right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and
to the Receivables and other Transferred Assets, to secure such indebtedness
and the performance of the obligations of the Seller hereunder;
	 
	 	(iii)	 	The possession by the Issuer, or the Servicer as the Issuer’s
agent, of the Receivables Files and any other property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be
“possession by the secured party” or possession by the purchaser or a person
designated by such purchaser, for purposes of perfecting the security interest
pursuant to the New York UCC and the UCC of any other applicable jurisdiction;
and
	 
	 	(iv)	 	Notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, bailees or agents (as applicable) of the Issuer for the
purpose of perfecting such security interest under applicable law.





     SECTION 9.5 Notices, Etc. 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 set forth on Schedule II hereto or at such other address as shall be
designated in a written notice to the other parties hereto. Any notice required or permitted to be
mailed to a Noteholder shall be given by first class mail, postage prepaid, at the address of such
Noteholder as shown in the Note Register. 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; provided, however, that any notice
to a Noteholder mailed within the time prescribed in this Agreement shall be conclusively presumed
to have been duly given, whether or not the Noteholder shall receive such notice.



     SECTION 9.6 Choice of Law. 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



31









 







OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.



     SECTION 9.7 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.



     SECTION 9.8 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.



     SECTION 9.9 Waivers. No failure or delay on the part of the Servicer, the Seller, the
Issuer or the Indenture Trustee in exercising any power or right hereunder (to the extent such
Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further exercise thereof or the
exercise of any other power or right. No notice to or demand on any party hereto in any case shall
entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any
party hereto under this Agreement shall, except as may otherwise be stated in such waiver or
approval, be applicable to subsequent transactions. No waiver or approval under this Agreement
shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.



     SECTION 9.10 Entire Agreement. The Transaction Documents contain a final and complete
integration of all prior expressions by the parties hereto with respect to the subject matter
thereof and shall constitute the entire agreement among the parties hereto with respect to the
subject matter thereof, superseding all prior oral or written understandings. There are no
unwritten agreements among the parties.



     SECTION 9.11 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.



     SECTION 9.12 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted assigns. This
Agreement shall create and constitute the continuing obligations of the parties hereto in
accordance with its terms, and shall remain in full force and effect until such time as the parties
hereto shall agree.



     SECTION 9.13 Acknowledgment and Agreement. By execution below, the Seller expressly
acknowledges and consents to the pledge, assignment and Grant of a security interest in the
Receivables and the other Transferred Assets by the Issuer to the Indenture Trustee pursuant to the
Indenture for the benefit of the Noteholders and the Swap Counterparty. In addition, the Seller
hereby acknowledges and agrees that for so long as the Notes are outstanding, the Indenture Trustee
will have the right to exercise all powers, privileges and claims of the Issuer under this
Agreement.



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     SECTION 9.14 No Waiver; Cumulative Remedies. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.



     SECTION 9.15 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,
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. This Section shall
survive the termination of this Agreement.



     SECTION 9.16 Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties
hereto hereby irrevocably and unconditionally:



     (a) submits for itself and its property in any legal action or proceeding relating to this
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;



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



     (c) agrees that service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to such Person at its address determined in accordance with Section 9.5;



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



     (e) to the extent permitted by applicable law, each party hereto irrevocably waives all right
of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in
connection with this Agreement, any other Transaction Document, or any matter arising hereunder or
thereunder.



33









 





     SECTION 9.17 Limitation of Liability.



     (a) 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.



     (b) Notwithstanding anything contained herein to the contrary, this Agreement has been
executed and delivered by Citibank, N.A., not in its individual capacity but solely as Indenture
Trustee, and in no event shall it have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer 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 Indenture 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
Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of
Article VI of the Indenture.



     SECTION 9.18 Third-Party Beneficiaries. This Agreement shall inure to the benefit of
and be binding upon the parties hereto, the Noteholders and the Certificateholder and their
respective successors and permitted assigns and the Owner Trustee shall be an express third party
beneficiary hereof and may enforce the provisions hereof as if it were a party hereto. Except as
otherwise provided in this Section, no other Person will have any right hereunder.



     SECTION 9.19 Information Requests. The parties hereto shall provide any information
reasonably requested by the Servicer, the Issuer, the Seller or any of their Affiliates, in order
to comply with or obtain more favorable treatment under any current or future law, rule,
regulation, accounting rule or principle.



     SECTION 9.20 Regulation AB. The Servicer shall cooperate fully with the Seller and
the Issuer to deliver to the Seller and the Issuer (including any of its assignees or designees)
any and all statements, reports, certifications, records and any other information necessary in the
good faith determination of the Seller or the Issuer to permit the Seller to comply with the
provisions of Regulation AB, together with such disclosures relating to the Servicer and the
Receivables, or the servicing of the Receivables, reasonably believed by the Seller to be necessary
in order to effect such compliance.



34









 





     SECTION 9.21 Information to Be Provided by the Indenture Trustee.



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



     (b) As soon as available but no later than March 15 of each calendar year for so long as
the Issuer is filing reports under the Exchange Act, commencing in March 15, 2009, the
Indenture Trustee shall:




     (i) deliver to the Seller a report regarding the Indenture Trustee’s assessment of
compliance with the Servicing Criteria during the immediately preceding calendar year, as
required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122
of Regulation AB. Such report shall be signed by an authorized officer of the Indenture
Trustee, and shall address each of the Servicing Criteria specified in Exhibit C or
such other criteria as mutually agreed upon by the Seller and the Indenture Trustee;




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




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




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


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




35









 








     SECTION 9.22 Form 8-K Filings. So long as the Seller is filing Exchange Act Reports
with respect to the Issuer, the Indenture Trustee shall promptly notify the Seller, but in no event
later than one (1) Business Day after its occurrence, of any Reportable Event of which a
Responsible Officer of the Indenture Trustee has actual knowledge (other than a Reportable Event
described in clause (a) or (b) of the definition thereof as to which the Seller or
the Servicer has actual knowledge). The Indenture Trustee shall be deemed to have actual knowledge
of any such event to the extent that it relates to the Indenture Trustee or any action or failure
to act by the Indenture Trustee.



     SECTION 9.23 Indemnification. Citibank, N.A. shall indemnify the Seller, each
Affiliate of the Seller and 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:



     (a) (A) any untrue statement of a material fact contained or alleged to be contained in
the Servicing Criteria assessment and any other information required to be provided by
Citibank, N.A. to the Seller or its affiliates under Sections 9.21 (excluding
clause (b)(ii) of Section 9.21) or 9.22 (such information, the
“Provided Information”), or (B) the omission or alleged 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



     (b) any failure by Citibank, N.A. to deliver any Servicing Criteria assessment,
information, report, certification, accountants’ letter or other material when and as required
under Sections 9.21 and 9.22; provided, however, for the avoidance of doubt,
this provision shall exclude the accountants’ report described in clause (b)(ii) of
Section 11.23.



     (c) In the case of any failure of performance described in clause (a)(ii) of this
Section, Citibank, N.A. shall promptly reimburse the Seller for all costs reasonably incurred in
order to obtain the information, report, certification, accountants’ letter or other material not
delivered as required by Citibank, N.A.



     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.



     SECTION 9.24 Limitations of Rights. All of the rights of the Swap Counterparty in, to
and under this Agreement (including, but not limited to, all of the Swap Counterparty’s rights as a
third party beneficiary of this Agreement and all of the Swap Counterparty’s rights to



36









 







receive notice of any action hereunder and to give or withhold consent to any action
hereunder) 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.



37









 





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



	 	 	 	 	 
	 	VOLKSWAGEN AUTO LEASE/LOAN 

UNDERWRITTEN FUNDING, LLC, as Seller

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



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	 	VOLKSWAGEN AUTO LOAN ENHANCED TRUST 

2008-2, as Issuer

 	 
	 	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 	 



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

as Indenture Trustee

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




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EXECUTION COPY




APPENDIX A




DEFINITIONS




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



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



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



     “Adjusted Pool Balance” means (a) as of the Closing Date, an amount equal to (x) the Net Pool
Balance as of the Cut-Off Date minus (y) the Yield Supplement Overcollateralization Amount for the
Closing Date and (b) for any Payment Date an amount equal to (x) the Net Pool Balance at the end of
the Collection Period preceding that Payment Date minus (y) the Yield Supplement
Overcollateralization Amount for that Payment Date.



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



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



     “Advance” has the meaning set forth in Section 4.3(c) of the Sale and Servicing
Agreement.



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



     “Applicable Tax State” means, as of any date, each State as to which any of the following is
then applicable: (a) a State in which the Owner Trustee maintains its Corporate Trust Office, (b) a
State in which the Owner Trustee maintains its principal executive offices, and (c) the State of
Michigan or the State of Illinois.



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



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



     “Authorized Officer” means (a) with respect to the Issuer, (i) any officer of the Owner
Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is
identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture



					
	 	 	 	 	 
	 
	 	1
	 	Appendix A to the Sale and Servicing
Agreement (VALET 2008-2)






 









 





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




     “Available Funds” means, for any Payment Date and the related Collection Period, an amount
equal to the sum of the following amounts: (i) all Collections received by the Servicer during such
Collection Period, (ii) the sum of the Repurchase Prices deposited into the Collection Account with
respect to each Receivable that is to become a Repurchased Receivable on such Payment Date, (iii)
the Reserve Account Excess Amount for such Payment Date, (iv) the Net Swap Receipts (excluding Swap
Termination Payments received from the Swap Counterparty and deposited into the Swap Termination
Payment Account), (v) amounts on deposit in the Swap Termination Payment Account to the extent such
amounts are required to be included in Available Funds pursuant to Section 4.8(d) of the
Sale and Servicing Agreement and (vi) Swap Replacement Proceeds, to the extent required to be
included in Available Funds pursuant to Section 4.8(f) of the Sale and Servicing Agreement.



     “Available Funds Shortfall Amount” means, as of any Payment Date, the amount by which the
amounts required to be paid pursuant to clauses first through fifth of Section 4.4(a) of
the Sale and Servicing Agreement exceeds the sum of (i) Available Funds for such Payment Date and
(ii) Advances made by the Servicer on such Payment Date.



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



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



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     “Bankruptcy Remote Party” means each of the Seller, the Issuer, any other trust created by the
Seller or any limited liability company or corporation wholly-owned by the Seller.



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



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



     “Business Day” means any day other than a Saturday, a Sunday or a day on which banking
institutions in the states of Delaware, Michigan, Virginia, New York, or in the state in which the
Corporate Trust Office of the Indenture Trustee is located, are authorized or obligated by law,
executive order or government decree to be closed.



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



     “Certificate of Title” means, with respect to any Financed Vehicle, the certificate of title
or other documentary evidence of ownership of such Financed Vehicle as issued by the department,
agency or official of the jurisdiction (whether in paper or electronic form) in which such Financed
Vehicle is titled responsible for accepting applications for, and maintaining records regarding,
certificates of title and liens thereon.



     “Certificate of Trust” means the certificate of trust for the Issuer filed by the Owner
Trustee pursuant to the Statutory Trust Statute.



     “Certificateholder” means initially, Volkswagen Public Auto Loan Securitization, LLC, and any
other Holder of a Certificate.



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



     “Class A-1 Final Scheduled Payment Date” means January 20, 2010.



     “Class A-1 Interest Rate” means 2.35775% per annum (computed on the basis of the actual number
of days elapsed during the applicable Interest Period, but assuming a 360-day year).



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



     “Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered on the
Note Register.



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     “Class A-1 Notes” means the Class of auto loan asset backed notes designated as Class A-1
Notes, issued in accordance with the Indenture.



     “Class A-2-A Final Scheduled Payment Date” means May 20, 2011.



     “Class A-2-A Interest Rate” means 4.79% per annum (computed on the basis of a 360-day year of
twelve 30-day months).



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



     “Class A-2-A Noteholder” means the Person in whose name a Class A-2-A Note is registered on
the Note Register.



     “Class A-2-A Notes” means the Class of auto loan asset backed notes designated as Class A-2-A
Notes, issued in accordance with the Indenture.



     “Class A-2-B Final Scheduled Payment Date” means May 20, 2011.



     “Class A-2-B Interest Rate” means LIBOR + 3.50% per annum (computed on the basis of the actual
number of days elapsed during the applicable Interest Period, but assuming a 360-day year).



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



     “Class A-2-B Noteholder” means the Person in whose name a Class A-2-B Note is registered on
the Note Register.



     “Class A-2-B Notes” means the Class of auto loan asset backed notes designated as Class A-2-B
Notes, issued in accordance with the Indenture.



     “Class A-3-A Final Scheduled Payment Date” means March 20, 2013.



     “Class A-3-A Interest Rate” means 5.47% per annum (computed on the basis of a 360-day year of
twelve 30-day months).



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



     “Class A-3-A Noteholder” means the Person in whose name a Class A-3-A Note is registered on
the Note Register.



     “Class A-3-A Notes” means the Class of auto loan asset backed notes designated as Class A-3-A
Notes, issued in accordance with the Indenture.



     “Class A-3-B Final Scheduled Payment Date” means March 20, 2013.



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     “Class A-3-B Interest Rate” means LIBOR + 4.00% per annum (computed on the basis of the actual
number of days elapsed during the applicable Interest Period, but assuming a 360-day year).



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



     “Class A-3-B Noteholder” means the Person in whose name a Class A-3-B Note is registered on
the Note Register.



     “Class A-3-B Notes” means the Class of auto loan asset backed notes designated as Class A-3-B
Notes, issued in accordance with the Indenture.



     “Class A-4-A Final Scheduled Payment Date” means July 20, 2015.



     “Class A-4-A Interest Rate” means 6.24% per annum (computed on the basis of a 360-day year of
twelve 30-day months).



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



     “Class A-4-A Noteholder” means the Person in whose name a Class A-4-A Note is registered on
the Note Register.



     “Class A-4-A Notes” means the Class of auto loan asset backed notes designated as Class A-4-A
Notes, issued in accordance with the Indenture.



     “Class A-4-B Final Scheduled Payment Date” means July 20, 2015.



     “Class A-4-B Interest Rate” means LIBOR + 0% per annum (computed on the basis of the actual
number of days elapsed during the applicable Interest Period, but assuming a 360-day year).



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



     “Class A-4-B Noteholder” means the Person in whose name a Class A-4-B Note is registered on
the Note Register.



     “Class A-4-B Notes” means the Class of auto loan asset backed notes designated as Class A-4-B
Notes, issued in accordance with the Indenture.



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



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



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     “Closing Date” means December 29, 2008.



     “Code” means the Internal Revenue Code of 1986, as amended, modified or supplemented from time
to time, and any successor law thereto, all the regulations promulgated and the rulings issued
thereunder.



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



     “Collection Account” means the trust account established and maintained pursuant to
Section 4.1 of the Sale and Servicing Agreement.



     “Collection Period” means the period commencing on the first day of each fiscal month of the
Servicer and ending on the last day of such fiscal month (or, in the case of the initial Collection
Period, the period commencing on the close of business on the Cut-Off Date and ending on December
27, 2008). As used herein, the “related” Collection Period with respect to a Payment Date shall be
deemed to be the Collection Period which precedes such Payment Date.



     “Collections” means, with respect to any Receivable and to the extent received by the Servicer
after the Cut-Off Date, (i) any monthly payment by or on behalf of the Obligor thereunder, (ii) any
full or partial prepayment of such Receivable, (iii) all Liquidation Proceeds and (iv) any other
amounts received by the Servicer which, in accordance with the Customary Servicing Practices, would
customarily be applied to the payment of accrued interest or to reduce the Outstanding Principal
Balance of such Receivable; provided, however, that the term “Collections” in no event will include
(1) for any Payment Date, any amounts in respect of any Receivable the Repurchase Price of which
has been included in the Available Funds on such Payment Date or a prior Payment Date, (2) any
Supplemental Servicing Fees or (3) rebates of premiums with respect to the cancellation or
termination of any Insurance Policy, extended warranty or service contract.



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



     “Contract Rate” means, with respect to a Receivable, the rate per annum at which interest
accrues under the retail motor vehicle installment sales contract or installment loan evidencing
such Receivable. Such rate may be less than the “Annual Percentage Rate” disclosed in the
Receivable.



     “Corporate Trust Office” means:



     (a) as used with respect to Indenture Trustee, the principal office of the Indenture Trustee
at which at any particular time its corporate trust business shall be administered which office at
date of the execution of the Indenture is located at 388 Greenwich Street, 14th Floor,
New York, New York 10013 (facsimile no. (212) 816-5527), Attention: Administrator — Volkswagen
Auto Loan Enhanced Trust 2008-2, or at such other address as the Indenture Trustee may designate
from time to time by notice to the Noteholders, the Administrator, the Servicer and the Issuer, or
the principal corporate trust office of any successor Indenture Trustee (the address of which the
successor Indenture Trustee will notify the Noteholders, the Administrator, the Servicer and the
Owner Trustee); and



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     (b) as used with respect to Owner Trustee, the corporate trust office of the Owner Trustee,
c/o Deutsche Bank Trust Company Delaware, 1011 Centre Road, 2nd Floor Wilmington,
Delaware 19805, (facsimile no. (302) 636-3399), Attention: Elizabeth Ferry, with a copy to Deutsche
Bank Trust Company Americas, 60 Wall Street, 26th Floor — MS, NYC 60-2606, New York, NY
10005, (facsimile no. (212) 553-2461), Attention: Structured Finance Services or at such other
address as the Owner Trustee may designate by notice to the Certificateholder and the Seller, or
the principal corporate trust office of any successor Owner Trustee (the address of which the
successor Owner Trustee will notify the Certificateholder and the Seller).



     “Cumulative Net Loss” means, for any Payment Date, the excess of (a) the aggregate Outstanding
Principal Balance of all Receivables that became Defaulted Receivables since the Cut-Off Date over
(b) aggregate Liquidation Proceeds for all Receivables that became Defaulted Receivables since the
Cut-Off Date.



     “Cumulative Net Loss Ratio” means, for any Payment Date, the ratio (expressed as a percentage)
computed by dividing (a) the Cumulative Net Loss for that Payment Date by (b) the Net Pool Balance
as of the Cut-Off Date.



     “Customary Servicing Practices” means the customary servicing practices of the Servicer or any
Sub-Servicer with respect to all comparable motor vehicle receivables that the Servicer or such
Sub-Servicer, as applicable, services for itself or others, as such practices may be changed from
time to time, it being understood that the Servicer and the Sub-Servicers may not have the same
“Customary Servicing Practices”.



     “Cut-Off Date” means November 29, 2008.



     “Dealer” means a motor vehicle dealership.



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



     “Defaulted Receivable” means, with respect to any Collection Period and any Receivable, the
earlier of (a) the date on which any payment is past due 90 or more days or (b) the date on which
the related Financed Vehicle has been repossessed. The Outstanding Principal Balance of any
Receivable that becomes a “Defaulted Receivable” will be deemed to be zero as of the date it
becomes a “Defaulted Receivable”.



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



     “Delivery” when used with respect to Trust Account Property means:



     (a) with respect to (I) bankers’ acceptances, commercial paper, negotiable certificates of
deposit and other obligations that constitute “instruments” as defined in Section 9-102(47) of the
UCC and are susceptible of physical delivery, transfer of actual possession thereof to the
Indenture Trustee or its nominee or custodian by physical delivery to the Indenture Trustee or its
nominee or custodian endorsed to, or registered in the name of, the Indenture Trustee or its
nominee or custodian or endorsed in blank, and (II) with respect to a “certificated security” (as



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defined in Section 8-102(a)(4) of the UCC) transfer of actual possession thereof (i) by
physical delivery of such certificated security to the Indenture Trustee or its nominee or
custodian endorsed to, or registered in the name of, the Indenture Trustee or its nominee or
custodian or endorsed in blank, or to another person, other than a “securities intermediary” (as
defined in Section 8-102(a)(14) of the UCC), who acquires possession of the certificated security
on behalf of the Indenture Trustee or its nominee or custodian or, having previously acquired
possession of the certificate, acknowledges that it holds for the Indenture Trustee or its nominee
or custodian or (ii) by delivery thereof to a “securities intermediary”, endorsed to or registered
in the name of the Indenture Trustee or its nominee or custodian, or endorsed in blank, and the
making by such “securities intermediary” of entries on its books and records identifying such
certificated securities as belonging to the Indenture Trustee or its nominee or custodian and the
sending by such “securities intermediary” of a confirmation of the purchase of such certificated
security by the Indenture Trustee or its nominee or custodian (all of the foregoing, “Physical
Property”), and, in any event, any such Physical Property in registered form shall be in the name
of the Indenture Trustee or its nominee or custodian; and such additional or alternative procedures
as may hereafter become appropriate to effect the complete transfer of ownership of any such Trust
Account Property to the Indenture Trustee or its nominee or custodian, consistent with changes in
applicable law or regulations or the interpretation thereof;



     (b) with respect to any securities issued by the U.S. Treasury, the Federal Home Loan Mortgage
Corporation, the Federal National Mortgage Association or the other government agencies,
instrumentalities and establishments of the United States identified in Appendix A to Federal
Reserve Bank Operating Circular No. 7 as in effect from time to time that is a “book-entry
security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a
securities account and eligible for transfer through the Fedwire® Securities Service operated by
the Federal Reserve System pursuant to Federal book-entry regulations, the following procedures,
all in accordance with applicable law, including applicable Federal regulations and Articles 8 and
9 of the UCC: book-entry registration of such Trust Account Property to an appropriate securities
account maintained with a Federal Reserve Bank by a “participant” (as such term is defined in
Federal Reserve Bank Operating Circular No. 7) that is a “depository institution” (as defined in
Section 19(B)(1)(A) of the Federal Reserve Act) pursuant to applicable Federal regulations, and
issuance by such depository institution of a deposit advice or other written confirmation of such
book-entry registration to the Indenture Trustee or its nominee or custodian of the purchase by the
Indenture Trustee or its nominee or custodian of such book-entry securities; the making by such
depository institution of entries in its books and records identifying such book entry security
held through the Federal Reserve System pursuant to Federal book-entry regulations or a security
entitlement thereto as belonging to the Indenture Trustee or its nominee or custodian and
indicating that such depository institution holds such Trust Account Property solely as agent for
the Indenture Trustee or its nominee or custodian; and such additional or alternative procedures as
may hereafter become appropriate to effect complete transfer of ownership of any such Trust Account
Property to the Indenture Trustee or its nominee or custodian, consistent with changes in
applicable law or regulations or the interpretation thereof; and



     (c) with respect to any item of Trust Account Property that is an “uncertificated security”
(as defined in Section 8-102(a)(18) of the UCC) and that is not governed by clause (b)
above, (i) registration on the books and records of the issuer thereof in the name of the Indenture



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Trustee or its nominee or custodian, or (ii) registration on the books and records of the
issuer thereof in the name of another person, other than a securities intermediary, who
acknowledges that it holds such uncertificated security for the benefit of the Indenture Trustee or
its nominee or custodian.



     “Depositor” means the Seller in its capacity as Depositor under the Trust Agreement.



     “Determination Date” means the second Business Day preceding the related Payment Date,
beginning January 16, 2009.



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



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



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



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



     “Eligible Receivable” means a Receivable meeting all of the criteria set forth on Schedule
I of each of the Purchase Agreement and the Sale and Servicing Agreement as of the Closing
Date.



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



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



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



9









 





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



     “Final Scheduled Payment Date” means, with respect to (i) the Class A-1 Notes, the Class A-1
Final Scheduled Payment Date, (ii) the Class A-2-A Notes, the Class A-2-A Final Scheduled Payment
Date; (iii) the Class A-2-B Notes, the Class A-2-B Final Scheduled Payment Date; (iv) the Class
A-3-A Notes, the Class A-3-A Final Scheduled Payment Date; (v) the Class A-3-B Notes, the Class
A-3-B Final Scheduled Payment Date; (vi) the Class A-4-A Notes, the Class A-4-A Final Scheduled
Payment Date; and (vii) the Class A-4-B Notes, the Class A-4-B Final Scheduled Payment Date.



     “Financed Vehicle” means an automobile or light-duty truck, together with all accessions
thereto, securing an Obligor’s indebtedness under the applicable Receivable.



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



     “GAAP” means generally accepted accounting principles in the USA, applied on a materially
consistent basis.



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



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



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



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



     “Indenture Trustee” means Citibank, N.A., a national banking association, not in its
individual capacity but as indenture trustee under the Indenture, or any successor trustee under
the Indenture.



10









 





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



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



     “Initial Class A-1 Note Balance” means $222,000,000.



     “Initial Class A-2-A Note Balance” means $169,000,000.



     “Initial Class A-2-B Note Balance” means $50,000,000.



     “Initial Class A-3-A Note Balance” means $246,000,000.



     “Initial Class A-3-B Note Balance” means $130,000,000.



     “Initial Class A-4-A Note Balance” means $183,000,000.



     “Initial Class A-4-B Note Balance” means $0.



     “Initial Interest Rate Swap Agreement” means the ISDA Master Agreement, dated as of the
Closing Date, between the Initial Swap Counterparty and the Issuer, the Schedule and the Credit
Support Annex thereto, dated as of the Closing Date and, the Confirmations thereto, each dated as
of the Closing Date, and entered into pursuant to such ISDA Master Agreement, as the same may be
amended or supplemented from time to time in accordance with the terms thereof.



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



     “Initial Reserve Account Deposit Amount” means an amount equal to $1,058,193.87.



     “Initial Swap Counterparty” means HSBC Bank USA, N.A., as the swap counterparty under the
Initial Interest Rate Swap Agreement.




11











 





     “Insurance Policy” means (i) any theft and physical damage insurance policy maintained by the
Obligor under a Receivable, providing coverage against loss or damage to or theft of the related
Financed Vehicle, and (ii) any credit life or credit disability insurance maintained by an Obligor
in connection with any Receivable.



     “Interest Period” means, with respect to any Payment Date, (a) with respect to the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, from and including the
Closing Date (in the case of the first Payment Date) or from and including the most recent Payment
Date to but excluding that Payment Date (for example, for a Payment Date in June, the Interest
Period is from and including the Payment Date in May to but excluding the Payment Date in June) and
(b) for each other Class of Notes, from and including the 20th day of the calendar month
preceding each Payment Date (or the Closing Date in the case of the first Payment Date) to but
excluding the 20th day of the following month.



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



     “Interest Rate Swap Agreement” means the Initial Interest Rate Swap Agreement and any
Replacement Interest Rate Swap Agreement.



     “Issuer” means Volkswagen Auto Loan Enhanced Trust 2008-2, a Delaware statutory trust
established pursuant to the Trust Agreement and the filing of the Certificate of Trust, until a
successor replaces it and, thereafter, means such successor.



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



     “Item 1119 Party” means the Seller, VCI, the Servicer, the Indenture Trustee, the Owner
Trustee, any underwriter of the Notes, any Swap Counterparty and any other material transaction
party identified by the Seller or VCI to the Indenture Trustee and the Owner Trustee in writing.



     “LIBOR” means, with respect to any Interest Period, the London interbank offered rate for
deposits in U.S. dollars having a maturity of one month commencing on the related LIBOR
Determination Date which appears on Bloomberg Screen BBAM Page as of 11:00 a.m., London time, on
such LIBOR Determination Date; provided, however, that for the first Interest Period, LIBOR shall
mean an interpolated rate for deposits based on London interbank offered rates for deposits in U.S.
Dollars for a period that corresponds to the actual number of days in the first Interest Period.
If the rates used to determine LIBOR do not appear on the Bloomberg Screen BBAM Page, the rates for
that day will be determined on the basis of the rates at which deposits in U.S. dollars, having a
maturity of one month and in a principal amount of not less than U.S. $1,000,000 are offered at
approximately 11:00 a.m. London time, on such LIBOR Determination Date to prime banks in the London
interbank market by the reference banks. The Indenture



12









 







Trustee will request the principal London office of each of such reference banks to provide a
quotation of its rate. If at least two such quotations are provided, the rate for that day will be
the arithmetic mean to the nearest 1/100,000 of 1.00% (0.0000001), with five one-millionths of a
percentage point rounded upward, of all such quotations. If fewer than two such quotations are
provided, the rate for that day will be the arithmetic mean to the nearest 1/100,000 of 1.00%
(0.0000001), with five one-millionths of a percentage point rounded upward, of the offered per
annum rates that one or more leading banks in New York City, selected by the Indenture Trustee
(after consulting with the Seller), are quoting as of approximately 11:00 a.m., New York City time,
on such LIBOR Determination Date to leading European banks for United States dollar deposits for
that maturity; provided, that if the banks selected as aforesaid are not quoting as mentioned in
this sentence, LIBOR in effect for the applicable Interest Period will be LIBOR in effect for the
previous Interest Period. The reference banks are the four major banks in the London interbank
market selected by the Indenture Trustee (after consultation with the Seller).



     “LIBOR Determination Date” means the second London Business Day prior to the Closing Date with
respect to the first Payment Date and, as to each subsequent Payment Date, the second London
Business Day prior to the immediately preceding Payment Date.



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



     “Liquidation Proceeds” means, with respect to any Receivable, (a) insurance proceeds received
by the Servicer with respect to the Insurance Policies, (b) amounts received by the Servicer in
connection with such Receivable pursuant to the exercise of rights under such Receivable and (c)
the monies collected by the Servicer (from whatever source, including proceeds of a sale of a
Financed Vehicle, a deficiency balance recovered from the Obligor after the charge-off of such
Receivable or as a result of any recourse against the related Dealer, if any) on such Receivable,
in the case of each of the foregoing clauses (a) through (c), net of any expenses
(including, without limitation, any auction, painting, repair or refurbishment expenses in respect
of the related Financed Vehicle) incurred by the Servicer in connection therewith and any payments
required by law to be remitted to the Obligor; provided, however, that the Repurchase Price for any
Receivable shall not constitute “Liquidation Proceeds”.



     “London Business Day” means any day other than a Saturday, Sunday or day on which banking
institutions in London, England are authorized or obligated by law or government decree to be
closed.



     “Monthly Remittance Condition” has the meaning set forth in Section 4.2 of the Sale
and Servicing Agreement.



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



     “Net Pool Balance” means, as of any date, the aggregate Outstanding Principal Balance of all
Receivables (other than Defaulted Receivables) of the Issuer on such date.



13









 





     “Net Swap Payment” means for the Interest Rate Swap Agreement, the net amount with respect to
regularly scheduled payments, if any, owed by the Issuer to the Swap Counterparty on any Payment
Date, including prior unpaid Net Swap Payments and any interest accrued thereon, under such
Interest Rate Swap Agreement; provided, that “Net Swap Payments” do not include Swap Termination
Payments.



     “Net Swap Receipts” means, for the Interest Rate Swap Agreement, the net amounts owed by the
Swap Counterparty to the Issuer, if any, on any Swap Payment Date, excluding any Swap Termination
Payments.



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



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



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



     “Note Factor” means, with respect to the Notes or any Class of Notes on any Payment Date, a
six-digit decimal figure equal to the Note Balance of the Notes or such Class of Notes, as
applicable, as of the end of the preceding Collection Period divided by the Note Balance of the
Notes or such Class of Notes, as applicable, as of the Closing Date. The Note Factor will be
1.000000 as of the Closing Date; thereafter, the Note Factor will decline to reflect reductions in
the Note Balance of the Notes or such Class of Notes, as applicable.



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



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



     “Noteholder” means, as the context requires, all of the Class A-1 Noteholders, the Class A-2-A
Noteholders, the Class A-2-B Noteholders, the Class A-3-A Noteholders, the Class A-3-B Noteholders,
the Class A-4-A Noteholders and the Class A-4-B Noteholders, or any of the foregoing.



     “Noteholders’ Interest Carryover Shortfall” means, with respect to any Payment Date, the
excess of the Noteholders’ Monthly Accrued Interest for the preceding Payment Date and any
outstanding Noteholders’ Interest Carryover Shortfall on such preceding Payment Date, over the
amount in respect of interest that is actually paid to Noteholders on such preceding Payment



14









 







Date, plus interest on the amount of interest due but not paid to Noteholders on the preceding
Payment Date, to the extent permitted by law, at the respective Interest Rates borne by such Notes
for the related Interest Period.



     “Noteholders’ Monthly Accrued Interest” means, with respect to any Payment Date, the aggregate
interest accrued for the related Interest Period on the Class A-1 Notes, the Class A-2-A Notes, the
Class A-2-B Notes, the Class A-3-A Notes, the Class A-3-B Notes, the Class A-4-A Notes and the
Class A-4-B Notes at the respective Interest Rate for such Class on the Note Balance of the Notes
of each such Class on the immediately preceding Payment Date or the Closing Date, as the case may
be, after giving effect to all payments of principal to the Noteholders of the Notes of such Class
on or prior to such preceding Payment Date.



     “Obligor” means, for any Receivable, each Person obligated to pay such Receivable.



     “Officer’s Certificate” means (i) with respect to the Issuer, a certificate signed by any
Authorized Officer of the Issuer and (ii) with respect to the Seller or the Servicer, a certificate
signed by the chairman of the board, the president, any executive vice president, any vice
president, the treasurer, any assistant treasurer or the controller of the Seller or the Servicer,
as applicable.



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



     “Optional Purchase” has the meaning set forth in Section 8.1 of the Sale and Servicing
Agreement.



     “Optional Purchase Price” has the meaning set forth in Section 8.1 of the Sale and
Servicing Agreement.



     “Originator” means, with respect to any Receivable, VCI.



     “Other Assets” means any assets (or interests therein) (other than the Trust Estate) conveyed
or purported to be conveyed by the Seller to another Person or Persons other than the Issuer,
whether by way of a sale, capital contribution or by virtue of the granting of a lien.



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



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



     (ii) Notes (or Notes of an applicable Class) or portions thereof the payment for which money
in the necessary amount has been theretofore deposited with the Indenture Trustee or any



15









 







Paying Agent in trust for the related Noteholders (provided, however, that if such Notes are
to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or
provision therefor, satisfactory to the Indenture Trustee, has been made); and



     (iii) Notes (or Notes of an applicable Class) in exchange for or in lieu of other Notes (or
Notes of such Class) that have been authenticated and delivered pursuant to the Indenture unless
proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona
fide purchaser; provided, that in determining whether Noteholders holding the requisite aggregate
principal amount of Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any Transaction Document, Notes owned by the Issuer,
the Seller, the Servicer, the Administrator or any of their respective Affiliates shall be
disregarded and deemed not to be Outstanding unless all of the Notes are then owned by the Issuer,
the Seller, the Servicer, the Administrator or any of the their respective Affiliates, except that,
in determining whether the Indenture Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent, vote or waiver, only Notes that a Responsible
Officer of the Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that
have been pledged in good faith may be regarded as Outstanding if the pledgee thereof establishes
to the satisfaction of the Indenture Trustee such pledgee’s right so to act with respect to such
Notes and that such pledgee is not the Issuer, the Seller, the Servicer, the Administrator or any
of their respective Affiliates.



     “Outstanding Principal Balance” means, with respect to any Receivable as of any date, the
outstanding principal balance of such Receivable calculated in accordance with the Customary
Servicing Practices.



     “Owner Trustee” means Deutsche Bank Trust Company Delaware, a Delaware banking corporation,
not in its individual capacity but solely as owner trustee under the Trust Agreement, and any
successor Owner Trustee thereunder.



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



     “Payment Date” means the 20th day of each calendar month beginning January 2009;
provided, however, whenever a Payment Date would otherwise be a day that is not a Business Day, the
Payment Date shall be the next Business Day. As used herein, the “related” Payment Date with
respect to a Collection Period shall be deemed to be the Payment Date which follows such Collection
Period.



     “Payment Default” has the meaning set forth in Section 5.4(a) of the Indenture.



     “Permitted Investments” means (a) evidences of indebtedness, maturing within thirty (30) days
after the date of loan thereof, issued by, or guaranteed by the full faith and credit of, the
federal government of the USA, (b) repurchase agreements with banking institutions or
broker-dealers registered under the Exchange Act which are fully secured by obligations of the kind
specified in clause (a), (c) money market funds (i) rated not lower than the highest rating



16









 







category from Moody’s and “AAA m” or “AAAm-g” from Standard & Poor’s or (ii) which are
otherwise acceptable to each Rating Agency, as evidenced by a letter from such Rating Agency to the
Issuer or the Indenture Trustee, (d) commercial paper (including commercial paper of any Affiliate
of the Seller, the Servicer, the Indenture Trustee or the Owner Trustee) rated, at the time of the
investment or contractual commitment to invest therein, at least “A-1+” (or the equivalent) by
Standard & Poor’s and at least “P-1” (or the equivalent) by Moody’s or (e) such other investments
acceptable to each Rating Agency, as evidenced by a letter from such Rating Agency to the Issuer or
the Indenture Trustee.



     “Permitted Liens” means (a) the interest of the parties under the Transaction Documents, (b)
any liens for taxes not due and payable or the amount of which is being contested in good faith by
appropriate proceedings and (c) any liens of mechanics, suppliers, vendors, materialmen, laborers,
employees, repairmen and other like liens securing obligations which are not due and payable or the
amount or validity of which is being contested in good faith by appropriate proceedings.



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



     “Physical Property” has the meaning specified in the definition of “Delivery” above.



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



     “Principal Distribution Account” means the account by that name established and maintained
pursuant to Section 4.1 of the Sale and Servicing Agreement.



     “Principal Distribution Amount” will mean, for any Payment Date, an amount equal to the
excess, if any, of (a) the Adjusted Pool Balance as of the end of the Collection Period preceding
the related Collection Period, or as of the Cut-Off Date, in the case of the first Collection
Period, over (b) the Adjusted Pool Balance as of the end of the related Collection Period, together
with any portion of the Principal Distribution Amount that was to be distributed as such on any
prior Payment Date but was not because sufficient funds were not available to make such
distribution; provided, that if the Servicer specifies in the Servicer’s Certificate that amounts
on deposit in the Reserve Account will be included in the Reserve Account Draw Amount on any
Payment Date in accordance with the provisions set forth in the second sentence of the definition
of Reserve Account Draw Amount, then, the Principal Distribution Amount for such Payment Date will
mean an amount equal to the aggregate unpaid Note Balance of all of the outstanding classes of
Notes.



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



17









 





     “Purchase Agreement” means the Purchase Agreement, dated as of the Closing Date, between VCI
and the Seller, as amended, modified or supplemented from time to time.



     “Purchased Assets” has the meaning set forth in Section 2.1 of the Purchase Agreement.



     “Rating Agency” means either or each of Moody’s and Standard & Poor’s, as indicated by the
context.



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



     “Receivable” means any retail motor vehicle installment sales contract or installment loan
with respect to a new or used automobile or light-duty truck which shall appear on the Schedule of
Receivables and all Related Security in connection therewith which has not been released from the
lien of the Indenture.



     “Receivable Files” is defined in Section 2.4(a) of the Sale and Servicing Agreement.



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



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



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



18









 





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



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



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



     “Related Security” means, for any Receivable, (i) the security interest in the related
Financed Vehicle, (ii) any proceeds from claims on any Insurance Policy (if such Receivable became
a Defaulted Receivable after the Cut-Off Date), (iii) any other property securing the Receivables,
(iv) all rights of the applicable Originator against the related Dealer and (v) all proceeds of the
foregoing.



     “Replacement Interest Rate Swap Agreement” means any ISDA Master Agreement, dated after the
Closing Date, between the Replacement Swap Counterparty and the Issuer, the Schedule and Credit
Support Annex thereto, dated after the Closing Date, and the Confirmations thereto, each dated
after the Closing Date, and entered into pursuant to such ISDA Master Agreement, and pursuant to
the conditions set forth in the Initial Interest Rate Swap Agreement, as the same may be amended or
supplemented from time to time in accordance with the terms thereof.



     “Replacement Swap Counterparty” means, with respect to any Swap Counterparty, any replacement
Swap Counterparty under a Replacement Interest Rate Swap Agreement that satisfies the conditions
set forth in the Interest Rate Swap Agreement.



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




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




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




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



19









 






     (d) an Event of Default;




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




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



     “Repurchase Price” means, with respect to any Repurchased Receivable, a price equal to the
Outstanding Principal Balance of such Receivable plus any unpaid accrued interest related to such
Receivable accrued to and including the end of the Collection Period preceding the date that such
Repurchased Receivable was purchased by VCI, the Servicer or the Seller, as applicable.



     “Repurchased Receivable” means a Receivable purchased by VCI pursuant to Section 3.3
of the Purchase Agreement, by the Servicer pursuant to Section 3.6 of the Sale and
Servicing Agreement or by the Seller pursuant to Section 2.3 of the Sale and Servicing
Agreement.



     “Reserve Account” means the account designated as such, established and maintained pursuant to
Section 4.1 of the Sale and Servicing Agreement.



     “Reserve Account Draw Amount” means, for any Payment Date, the amount withdrawn from the
Reserve Account, equal to the lesser of (a) the Available Funds Shortfall Amount, if any, or (b)
the amount on deposit in the Reserve Account on such Payment Date. In addition, if the sum of the
amounts in the Reserve Account and the remaining Available Funds after the payments under clauses
first through fifth of Section 4.4(a) of the Sale and Servicing Agreement would be
sufficient to pay in full the aggregate unpaid Note Balance of all of the outstanding Classes of
Notes, then the Reserve Account Draw Amount will, if so specified by the Servicer in the Servicer’s
Certificate, include such additional amount as may be necessary to pay all Outstanding Notes in
full.



     “Reserve Account Excess Amount” means, with respect to any Payment Date, an amount equal to
the excess, if any, of (a) the amount of cash or other immediately available funds in the Reserve
Account on that Payment Date, after giving effect to all deposits to and withdrawals from the
Reserve Account relating to that Payment Date, over (b) the Specified Reserve Account Balance with
respect to that Payment Date.



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



20









 







because of such officer’s knowledge of and familiarity with the particular subject and, in
each case, having direct responsibility for the administration of the Issuer, and (c) with respect
to the Servicer or Seller, any officer of such Person having direct responsibility for the
transactions contemplated by the Transaction Documents, including the President, Treasurer or
Secretary or any Vice President, Controller, Assistant Vice President, Assistant Treasurer,
Assistant Secretary, or any other officer customarily performing functions similar to those
performed by any of the above designated officers and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer’s knowledge of and
familiarity with the particular subject.



     “Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of the Closing
Date, among the Seller, the Issuer, the Servicer and the Indenture Trustee, as the same may be
amended, modified or supplemented from time to time.



     “Sarbanes Certification” has the meaning set forth in Section 9.21(b)(iii) of the Sale
and Servicing Agreement.



     “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended, modified or
supplemented from time to time, and any successor law thereto.



     “Schedule of Receivables” means the schedule of Receivables transferred to the Issuer on the
Closing Date.



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



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



     “Senior Swap Termination Payment” means any Swap Termination Payment owed by the Issuer to the
Swap Counterparty under an Interest Rate Swap Agreement that is not a Subordinated Swap Termination
Payment.



     “Servicer” means VCI, initially, and any replacement Servicer appointed pursuant to the Sale
and Servicing Agreement.



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



     (a) any failure by the Servicer to deliver or cause to be delivered any required payment to
the Indenture Trustee for distribution to the Noteholders, which failure continues unremedied for
ten business days after discovery thereof by a Responsible Officer of the Servicer or receipt by
the Servicer of written notice thereof from the Indenture Trustee or Noteholders evidencing a
majority of the aggregate principal amount of the Outstanding Notes, voting together as a single
Class;



     (b) any failure by the Servicer to duly observe or perform in any material respect any other
of its covenants or agreements in the Sale and Servicing Agreement, which failure materially and
adversely affects the rights of the Issuer or the Noteholders, and which continues



21









 







unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or
receipt by the Servicer of written notice thereof from the Indenture Trustee or Noteholders
evidencing a majority of the aggregate principal amount of the Outstanding Notes, voting together
as a single Class;



     (c) any representation or warranty of the Servicer made in any Transaction Document to which
the Servicer is a party or by which it is bound or any certificate delivered pursuant to the Sale
and Servicing 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
Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or
Noteholders evidencing 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



     (d) the Servicer suffers a Bankruptcy Event;


provided, however, that a delay or failure of performance referred to under clauses (a),
(b) or (c) above for a period of 120 days will not constitute a Servicer
Termination Event if such delay or failure was caused by force majeure or other similar occurrence.
The existence or occurrence of any “material instance of noncompliance” (within the meaning of Item
1122 of Regulation AB) shall not create any presumption that any event in clauses
(a), (b) or (c) above has occurred.




     “Servicer’s Certificate” means the certificate delivered pursuant to Section 3.8 of
the Sale and Servicing Agreement.



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



     “Servicing Fee” means, for any Payment Date, the product of (A) one-twelfth, (B) the Servicing
Fee Rate and (C) the Net Pool Balance as of the first day of the related Collection Period (or, in
the case of the first Payment Date, as of the Cut-Off Date).



     “Servicing Fee Rate” means 1.00% per annum.



     “Simple Interest Method” means the method of calculating interest due on a motor vehicle
receivable on a daily basis based on the actual outstanding principal balance of the receivable on
that date.



     “Simple Interest Receivable” means any motor vehicle receivable pursuant to which the payments
due from the Obligors during any month are allocated between interest, principal and other charges
based on the actual date on which a payment is received and for which interest is calculated using
the Simple Interest Method.



22









 





     “Specified Reserve Account Balance” means, for any Payment Date, the lesser of $5,290,969.36
and the aggregate outstanding principal balance of the Notes after giving effect to all payments of
principal on such Payment Date.



     “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor that is a nationally recognized statistical rating organization.



     “Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §
3801 et seq.



     “Subordinated Swap Termination Payment” means any Swap Termination Payment owed by the Issuer
to the Swap Counterparty under an Interest Rate Swap Agreement where the Swap Counterparty is the
“defaulting party” or sole “affected party” (other than with respect to “illegality” or a “tax
event”), as each such term is defined in the Interest Rate Swap Agreement.



     “Sub-Servicer” means any Affiliate of the Servicer or any sub-contractor to whom any or all
duties of the Servicer (including, without limitation, its duties as custodian) under the
Transaction Documents have been delegated in accordance with Section 6.5 of the Sale and
Servicing Agreement.



     “Supplemental Servicing Fees” means any and all (i) late fees, (ii) extension fees, (iii)
non-sufficient funds charges and (iv) any and all other administrative fees or similar charges
allowed by applicable law with respect to any Receivable.



     “Swap Collateral Account” means a single, segregated trust account in the name of the
Indenture Trustee, which shall be designated as the “Swap Collateral Account” which shall be held
in trust for the benefit of the Noteholders established pursuant to Section 4.8(e) of the
Sale and Servicing Agreement.



     “Swap Counterparty” means the Initial Swap Counterparty and any Replacement Swap Counterparty.



     “Swap Payment Date” means the date on which Net Swap Receipts or Net Swap Payments, as
applicable, are made pursuant to the Interest Rate Swap Agreement.



     “Swap Replacement Proceeds” means any amounts received from a Replacement Swap Counterparty in
consideration for entering into a Replacement Interest Rate Swap Agreement for a terminated
Interest Rate Swap Agreement.



     “Swap Termination Payment” means any payment due to the Swap Counterparty by the Issuer or to
the Issuer by the Swap Counterparty, including interest that may accrue thereon, under the Interest
Rate Swap Agreement due to a termination of the Interest Rate Swap Agreement due to an “event of
default” or “termination event” under the Interest Rate Swap Agreement.



     “Swap Termination Payment Account” means an Eligible Account held in the United States in the
name of the Indenture Trustee which shall be held in trust for the benefit of the



23









 







Noteholders and the Swap Counterparty pursuant to Section 4.8(b) of the Sale and
Servicing Agreement.



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



     “Transaction Documents” means the Indenture, the Notes, the Note Depository Agreement, the
Sale and Servicing Agreement, the Purchase Agreement, the Administration Agreement, the Interest
Rate Swap Agreement and the Trust Agreement, as the same may be amended or modified from time to
time.



     “Transferred Assets” means (a) the Purchased Assets, (b) all of the Seller’s rights under the
Purchase Agreement and (c) all proceeds of the foregoing.



     “Trust Accounts” has the meaning set forth in Section 4.1 of the Sale and Servicing
Agreement.



     “Trust Account Property” means the Trust Accounts, all amounts and investments held from time
to time in any Trust Account (whether in the form of deposit accounts, Physical Property,
book-entry securities, uncertificated securities or otherwise), and all proceeds of the foregoing.



     “Trust Agreement” means the Trust Agreement, dated as of October 14, 2008, as amended and
restated by the Amended and Restated Trust Agreement, dated as of the Closing Date, between the
Seller and the Owner Trustee, as the same may be amended and supplemented from time to time.



     “Trust Estate” means all money, accounts, chattel paper, general intangibles, goods,
instruments, investment property and other property of the Issuer, including without limitation (i)
the Receivables acquired by the Issuer under the Sale and Servicing Agreement, the Related Security
relating thereto and Collections thereon after the Cut-Off Date, (ii) the Receivable Files, (iii)
the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any
other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and
all cash, investment property and other property from time to time credited thereto and all
proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts
on deposit therein), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the
rights of the Issuer under the Sale and Servicing Agreement and the Interest Rate Swap Agreement
and (vi) all proceeds of the foregoing.



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



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



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



24









 





     “Yield Supplement Overcollateralization Amount” means, with respect to any Payment Date, the
dollar amount set forth next to such Payment Date on Schedule X hereto.



     The foregoing definitions shall be equally applicable to both the singular and plural forms of
the defined terms. Unless otherwise inconsistent with the terms of this Agreement, all accounting
terms used herein shall be interpreted, and all accounting determinations hereunder shall be made,
in accordance with GAAP. Amounts to be calculated hereunder shall be continuously recalculated at
the time any information relevant to such calculation changes.



25









 





SCHEDULE X




YIELD SUPPLEMENT OVERCOLLATERALIZATION AMOUNT




	 	 	 	 	 
	Payment Date	 	Yield Supplement Overcollateralization Amount
	Closing Date
	 	 	147,399,955.01	 
	January 2009
	 	 	142,684,926.01	 
	February 2009
	 	 	138,038,832.76	 
	March 2009
	 	 	133,462,463.92	 
	April 2009
	 	 	128,956,598.95	 
	May 2009
	 	 	124,522,026.81	 
	June 2009
	 	 	120,159,538.65	 
	July 2009
	 	 	115,869,935.67	 
	August 2009
	 	 	111,653,965.52	 
	September 2009
	 	 	107,512,335.14	 
	October 2009
	 	 	103,445,759.77	 
	November 2009
	 	 	99,454,899.72	 
	December 2009
	 	 	95,540,473.16	 
	January 2010
	 	 	91,703,332.57	 
	February 2010
	 	 	87,944,319.52	 
	March 2010
	 	 	84,264,294.75	 
	April 2010
	 	 	80,664,095.86	 
	May 2010
	 	 	77,144,585.75	 
	June 2010
	 	 	73,706,606.89	 
	July 2010
	 	 	70,350,995.77	 
	August 2010
	 	 	67,078,448.27	 
	September 2010
	 	 	63,889,174.72	 
	October 2010
	 	 	60,783,341.40	 
	November 2010
	 	 	57,761,096.89	 
	December 2010
	 	 	54,822,837.18	 
	January 2011
	 	 	51,969,397.17	 
	February 2011
	 	 	49,201,638.93	 
	March 2011
	 	 	46,520,409.09	 
	April 2011
	 	 	43,926,605.81	 
	May 2011
	 	 	41,421,122.82	 
	June 2011
	 	 	39,004,822.82	 
	July 2011
	 	 	36,678,509.95	 
	August 2011
	 	 	34,442,379.45	 
	September 2011
	 	 	32,292,814.49	 
	October 2011
	 	 	30,222,477.41	 
	November 2011
	 	 	28,224,670.28	 
	December 2011
	 	 	26,296,212.31	 
	January 2012
	 	 	24,437,650.78	 
	February 2012
	 	 	22,649,761.09	 
	March 2012
	 	 	20,933,305.84	 
	April 2012
	 	 	19,289,049.09	 
	May 2012
	 	 	17,717,738.72	 
	June 2012
	 	 	16,220,114.83	 
	July 2012
	 	 	14,796,896.59	 
	August 2012
	 	 	13,448,260.32	 
	September 2012
	 	 	12,171,689.47	 
	October 2012
	 	 	10,964,893.07	 
	November 2012
	 	 	9,827,003.63	 
	December 2012
	 	 	8,757,784.79	 
	January 2013
	 	 	7,757,899.65	 
	February 2013
	 	 	6,828,084.47	 
	March 2013
	 	 	5,969,065.19	 
	April 2013
	 	 	5,181,563.72	 
	May 2013
	 	 	4,466,277.11	 
	June 2013
	 	 	3,823,855.10	 
	July 2013
	 	 	3,254,764.18	 
	August 2013
	 	 	2,756,780.20	 
	September 2013
	 	 	2,320,149.20	 
	October 2013
	 	 	1,934,461.23	 
	November 2013
	 	 	1,590,220.74	 
	December 2013
	 	 	1,280,796.97	 
	January 2014
	 	 	1,005,651.22	 
	February 2014
	 	 	764,881.25	 






X-1









 






	 	 	 	 	 
	Payment Date	 	Yield Supplement Overcollateralization Amount
	March 2014
	 	 	558,540.32	 
	April 2014
	 	 	386,619.17	 
	May 2014
	 	 	249,016.42	 
	June 2014
	 	 	145,171.09	 
	July 2014
	 	 	73,368.43	 
	August 2014
	 	 	29,790.71	 
	September 2014
	 	 	8,209.07	 
	October 2014
	 	 	888.92	 
	November 2014
	 	 	23.06	 
	December 2014
	 	 	—	 






X-2









 






SCHEDULE I




REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RECEIVABLES




     (a) Characteristics of Receivables. Each Receivable:




     (i) has been fully and properly executed by the Obligor thereto;




     (ii) has either (A) been originated by a Dealer in the ordinary course of such Dealer’s
business to finance the retail sale by a Dealer of the related Financed Vehicle and has been
purchased by the applicable Originator in the ordinary course of its respective business or
(B) has been originated or acquired directly by the applicable Originator in accordance with
its customary practices;




     (iii) as of the Closing Date is secured by a first priority validly perfected security
interest in the Financed Vehicle in favor of the applicable Originator, as secured party, or
all necessary actions have been commenced that would result in a first priority security
interest in the Financed Vehicle in favor of the applicable Originator, as secured party,
which security interest, in either case, is assignable and has been so assigned (x) by VCI
to the Seller and (y) by the Seller to the Issuer;




     (iv) contains customary and enforceable provisions such that the rights and remedies of
the holder thereof are adequate for realization against the collateral of the benefits of
the security;




     (v) provided, at origination, for level monthly payments which fully amortize the
initial Outstanding Principal Balance over the original term; provided, that the amount of
the first or last payment may be different but in no event more than three times the level
monthly payment;




     (vi) provides for interest at the Contract Rate specified in the Schedule of
Receivables; and




     (vii) was originated in the United States.



     (b) Individual Characteristics. Each Receivable has the following individual
characteristics as of the Cut-Off Date:




     (i) each Receivable is secured by a new or used automobile or light-duty truck;




     (ii) each Receivable has a Contract Rate of no less than 0.00% and not more than
14.250%;




     (iii) each Receivable had an original term to maturity of not more than 72 months and
not less than 12 months and each Receivable has a remaining term to maturity, as of the
Cut-Off Date, of 1 month or more;



					
	 	 	 	 	 
	 
	 	I-1
	 	Schedule I to the

Sale and Servicing Agreement






 









 







     (iv) each Receivable has an Outstanding Principal Balance as of the Cut-Off Date of
greater than or equal to $1,032.79;




     (v) no Receivable has a scheduled maturity date later than December 9, 2014;




     (vi) no Receivable was more than 30 days past due as of the Cut-Off Date;




     (vii) as of the Cut-off Date, no Receivable was noted in the records of VCI or the
Servicer as being the subject of any pending bankruptcy or insolvency proceeding;




     (viii) no Receivable is subject to a force-placed Insurance Policy on the related
Financed Vehicle;




     (ix) each Receivable is a Simple Interest Receivable;




     (x) each of the Receivables were selected using selection procedures that were not
known or intended by VCI or the Servicer to be adverse to the Issuer; and




     (xi) the Dealer of the Financed Vehicle has no participation in, or other right to
receive, any proceeds of such Receivable.



     (c) Schedule of Receivables. The information with respect to a Receivable transferred
on the Closing Date set forth in the Schedule of Receivables was true and correct in all material
respects as of the Cut-Off Date.



     (d) Compliance with Law. The Receivable complied at the time it was originated or
made, in all material respects with all requirements of applicable federal, state and local laws,
and regulations thereunder, including, to the extent applicable, usury laws, the Federal Truth in
Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Federal Trade
Commission Act, the Fair Debt Collection Practices Act, the Fair Credit Billing Act, the
Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z, the Servicemembers Civil
Relief Act, state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code
and any other consumer credit, equal opportunity and disclosure laws applicable to that Receivable.



     (e) Binding Obligation. The Receivable constitutes the legal, valid and binding
payment obligation in writing of the Obligor, enforceable in all respects by the holder thereof in
accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency,
reorganization, liquidation or other similar laws and equitable principles relating to or affecting
the enforcement of creditors’ rights generally.



     (f) Receivable in Force. The Receivable has not been satisfied, subordinated or
rescinded nor has the related Financed Vehicle been released from the lien granted by the
Receivable in whole or in part.



     (g) No Waiver. As of the Cut-Off Date, no provision of a Receivable has been waived.



I-2









 





     (h) No Default. Except for payment delinquencies continuing for a period of not more
than 30 days as of the Cut-Off Date, the records of the Servicer did not disclose that any default,
breach, violation or event permitting acceleration under the terms of the Receivable existed as of
the Cut-Off Date or that any continuing condition that with notice or lapse of time, or both, would
constitute a default, breach, violation or event permitting acceleration under the terms of the
Receivable had arisen as of the Cut-Off Date.



     (i) Insurance. The Receivable requires the Obligor thereunder to insure the Financed
Vehicle under a physical damage insurance policy.



     (j) No Government Obligor. The Obligor on the Receivable is not the United States of
America or any state thereof or any local government, or any agency, department, political
subdivision or instrumentality of the United States of America or any state thereof or any local
government.



     (k) Assignment. No Receivable has been originated in, or is subject to the laws of,
any jurisdiction under which the sale, transfer, assignment, conveyance or pledge of such
Receivable would be unlawful, void, or voidable. The Seller has not entered into any agreement
with any Obligor that prohibits, restricts or conditions the assignment of the related Receivable.



     (l) Good Title. It is the intention of the Seller that the sale, contribution,
transfer, assignment and conveyance herein contemplated constitute an absolute sale, contribution,
transfer, assignment and conveyance of the Receivables and that the Receivables not be part of the
Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under
any bankruptcy law. No Receivable has been sold, transferred, assigned, conveyed or pledged to any
Person other than pursuant to the Transaction Documents. As of the Closing Date and immediately
prior to the sale and transfer herein contemplated, the Seller had good and marketable title to
each Receivable free and clear of all Liens, and, immediately upon the sale and transfer thereof,
the Issuer will have good and marketable title to each Receivable, free and clear of all Liens
(other than Permitted Liens).



     (m) Filings. All filings (including, without limitation, UCC filings) necessary in
any jurisdiction to give the Issuer a first priority, validly perfected ownership interest in the
Receivables (other than the Related Security with respect thereto), and to give the Indenture
Trustee a first priority perfected security interest therein, will be made within ten days of the
Closing Date.



     (n) Priority. The Receivable is not pledged, assigned, sold, subject to a security
interest, or otherwise conveyed other than pursuant to the Transaction Documents. The Seller has
not authorized the filing of and is not aware of any financing statements against VCI or the Seller
that include a description of collateral covering the Receivables other than any financing
statement relating to security interests granted under the Transaction Documents or that have been
terminated. The Sale and Servicing Agreement creates a valid and continuing security interest in
the Receivable (other than the Related Security with respect thereto) in favor of the Issuer which
security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as
such against all other creditors of and purchasers and assignees from the Seller.



I-3









 





     (o) Characterization of Receivables. Each Receivable constitutes either “tangible
chattel paper”, an “account”, a “promissory note” or a “payment intangible”, each as defined in the
UCC.



     (p) One Original. There is only one original executed copy of each Receivable in
existence. The Servicer (or its agent) has possession of such original. If such original has been
marked, then such original does not have any marks or notations indicating that it has been
pledged, assigned or otherwise conveyed to any Person other than to a party to the Transaction
Documents.



     (q) No Defenses. The Seller has no knowledge either of any facts which would give
rise to any right of rescission, set-off, counterclaim or defense, or of the same being asserted or
threatened, with respect to any Receivable.



     (r) No Repossession. As of the Cut-Off Date, no Financed Vehicle shall have been repossessed.




I-4









 








SCHEDULE II




NOTICE ADDRESSES




If to the Issuer:




c/o Deutsche Bank Trust Company Delaware

1011 Centre Road, 2nd Floor

Wilmington, Delaware 19805

(telecopier no. (302) 636-3399)

Attention: Elizabeth Ferry



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




If to the Owner Trustee:




Deutsche Bank Trust Company Delaware

1011 Centre Road, 2nd Floor

Wilmington, Delaware 19805

(telecopier no. (302) 636-3399)

Attention: Elizabeth Ferry




with a copy to:




Deutsche Bank Trust Company Americas

60 Wall Street, 26th Floor

New York, New York 10005

(telecopier no. (212) 553-2461)

Attention: Structured Finance Services




If to the Indenture Trustee:

Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

(telecopier no. (212) 816-5527)

Attention: Administrator




If to Purchaser:

Volkswagen Auto Lease/Loan Underwritten Funding, LLC

2200 Ferdinand Porsche Drive

Herndon, Virginia 20171

(telecopier no. (703) 364-7077)

Attention: Treasurer




					
	 	 	 	 	 
	 
	 	II-1
	 	Schedule II to the

Sale and Servicing Agreement






 









 






If to the Servicer:

VW Credit, Inc.

2200 Ferdinand Porsche Drive

Herndon, Virginia 20171

(telecopier no. (703) 364-7077)

Attention: Treasurer




with a copy to VW Credit, Inc.



If to VCI:

VW Credit, Inc.

2200 Ferdinand Porsche Drive

Herndon, Virginia 20171

(telecopier no. (703) 364-7077)

Attention: Treasurer




with a copy to VW Credit, Inc.



If to VW Credit, Inc.:

VW Credit, Inc.

2200 Ferdinand Porsche Drive

Herndon, Virginia 20171

(telecopier no. (703) 364-7077)

Attention: General Counsel




If to Moody’s:

Moody’s Investors Service, Inc.

99 Church Street

New York, New York 10007

(telecopier no. (212) 298-7139)

Attention: ABS Monitoring Group




If to Standard & Poor’s:

Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041

(telecopier no. (212) 438-2664)

Attention: Asset Backed Surveillance Group




II-2









 





EXHIBIT A




FORM OF ASSIGNMENT PURSUANT TO

SALE AND SERVICING AGREEMENT




December 29, 2008




     For value received, in accordance with the Sale and Servicing Agreement (the
“Agreement”), dated as of December 29, 2008, between Volkswagen Auto Loan Enhanced Trust
2008-2, a Delaware statutory trust (the “Issuer”), Volkswagen Auto Lease/Loan Underwritten
Funding, LLC, a Delaware limited liability company (the “Seller”), VW Credit, Inc., a
Delaware corporation (“VCI”), and Citibank, N.A., a national banking association (the
“Indenture Trustee”), on the terms and subject to the conditions set forth in the
Agreement, the Seller does hereby transfer, assign, set over, sell and otherwise convey to the
Issuer on December 29, 2008, all of its right, title and interest in, to and under the Receivables
set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof
(such schedule, the “Schedule of Receivables”), the Collections after the Cut-Off Date, the
Receivables Files and the Related Security relating thereto, together with all of Seller’s rights
under the Purchase Agreement and all proceeds of the foregoing; which sale shall be effective as of
the Cut-Off Date.



     The foregoing sale does not constitute and is not intended to result in any assumption by the
Issuer of any obligation of the undersigned or the applicable Originator to the Obligors, the
Dealers or any other Person in connection with the Receivables, or the other assets and properties
conveyed hereunder or any agreement, document or instrument related thereto.



     This assignment is made pursuant to and upon the representations, warranties and agreements on
the part of the undersigned contained in the Agreement and is governed by the Agreement.



     Capitalized terms used herein and not otherwise defined shall have the meaning assigned to
them in the Agreement.



[Remainder of page intentionally left blank.]




					
	 	 	 	 	 
	 
	 	A-1
	 	Exhibit A to the

Sale and Servicing Agreement






 









 






     IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the
date first above written.



	 	 	 	 	 
	 	VOLKSWAGEN AUTO LEASE/LOAN 

UNDERWRITTEN FUNDING, LLC

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



A-2









 






	 	 	 	 	 



EXHIBIT B




PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS



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




General



1. This Agreement creates a valid and continuing security interest (as defined in the applicable
UCC) in the Receivables and the other Transferred Assets in favor of the Issuer, which security
interest is prior to all other Liens, and is enforceable as such as against creditors of and
purchasers from the Seller.



2. The Receivables constitute “tangible chattel paper,” “accounts,” “instruments” or “general
intangibles,” within the meaning of the UCC.



3. Each Receivable is secured by a first priority validly perfected security interest in the
related Financed Vehicle in favor of the applicable Originator, as secured party, or all necessary
actions with respect to such Receivable have been taken or will be taken to perfect a first
priority security interest in the related Financed Vehicle in favor of the applicable Originator,
as secured party.




Creation



4. Immediately prior to the sale, transfer, assignment and conveyance of a Receivable by the Seller
to the Issuer, the Seller owned and had good and marketable title to such Receivable free and clear
of any Lien and immediately after the sale, transfer, assignment and conveyance of such Receivable
to the Issuer, the Issuer will have good and marketable title to such Receivable free and clear of
any Lien.



5. The related Originator has received all consents and approvals to the sale of the Receivables
hereunder to the Issuer required by the terms of the Receivables that constitute instruments.




Perfection



6. The Seller has caused or will have caused, within ten days after the effective date of this
Agreement, the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the sale of the Receivables from
the Seller to Issuer, and the security interest in the Receivables granted to the Issuer hereunder;
and the Servicer, in its capacity as custodian, has in its possession the original copies of such
instruments or tangible chattel paper that constitute or evidence the Receivables, and all
financing statements referred to in this paragraph contain a statement that: “A purchase of or
security interest in any collateral described in this financing statement will violate the rights
of the Secured Party/Purchaser”.




					
	 	 	 	 	 
	 
	 	B-1
	 	Exhibit B to the

Sale and Servicing Agreement






 









 





7. With respect to Receivables that constitute instruments or tangible chattel paper, either:



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



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



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




Priority



8. Neither the Seller nor VCI has authorized the filing of, or is aware of, any financing
statements against either the Seller or VCI that include a description of collateral covering the
Receivables other than any financing statement (i) relating to the conveyance of the Receivables by
VCI to the Seller under the Purchase Agreement, (ii) relating to the security interest granted to
Issuer hereunder or (iii) that has been terminated.



9. Neither the Seller nor VCI is aware of any material judgment, ERISA or tax lien filings against
either the Seller or VCI.



10. None of the instruments or tangible chattel paper that constitutes or evidences the Receivables
has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed
to any Person other than the Seller, the Issuer or the Indenture Trustee.




Survival of Perfection Representations



11. Notwithstanding any other provision of the Sale and Servicing Agreement or any other
Transaction Document, the perfection representations, warranties and covenants contained in this
Exhibit B shall be continuing, and remain in full force and effect until such time as all
obligations under the Transaction Documents and the Notes have been finally and fully paid and
performed.




No Waiver



12. The parties to the Sale and Servicing Agreement shall provide the Rating Agencies with prompt
written notice of any breach of the perfection representations, warranties and covenants contained
in this Exhibit B, and shall not, without satisfying the Rating Agency Condition, waive a
breach of any of such perfection representations, warranties or covenants.




Servicer to Maintain Perfection and Priority




13. The Servicer covenants that, in order to evidence the interests of the Seller and Issuer under
the Sale and Servicing Agreement and the Indenture Trustee under the Indenture, Servicer



B-2









 







shall take
such action, or execute and deliver such instruments as may be necessary or advisable (including,
without limitation, such actions as are requested by the Indenture Trustee) to maintain and
perfect, as a first priority perfected security interest, the Indenture Trustee’s security interest
in the Receivables. The Servicer shall, from time to time and within the time limits established
by law, prepare and file, all financing statements, amendments, continuations, initial financing
statements in lieu of a continuation statement, terminations, partial terminations, releases or
partial releases, or any other filings necessary or advisable to continue, maintain and perfect the
Indenture Trustee’s security interest in the Receivables as a first-priority perfected security
interest.



B-3









 





EXHIBIT C




SERVICING CRITERIA TO BE ADDRESSED IN

INDENTURE TRUSTEE’S ASSESSMENT OF COMPLIANCE




The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum,

the criteria identified below as “Applicable Servicing Criteria”:




	 	 	 	 	 
	 	 	 	 	Applicable
	Servicing Criteria	 	Servicing Criteria
	Reference	 	Criteria	 	 
	 	 	General Servicing Considerations
	 	 
	1122(d)(1)(i)
	 	Policies and procedures are instituted to monitor any performance or
other triggers and events of default in accordance with the
transaction agreements.
	 	 
	1122(d)(1)(ii)
	 	If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the third
party’s performance and compliance with such servicing activities.
	 	 
	1122(d)(1)(iii)
	 	Any requirements in the transaction agreements to maintain a back-up
servicer for the pool assets are maintained.
	 	 
	1122(d)(1)(iv)
	 	A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and otherwise
in accordance with the terms of the transaction agreements.
	 	 
	 	 	Cash Collection and Administration
	 	 
	1122(d)(2)(i)
	 	Payments on pool assets are deposited into the appropriate custodial
bank accounts and related bank clearing accounts no more than two
business days following receipt, or such other number of days
specified in the transaction agreements.
	 	 
	1122(d)(2)(ii)
	 	Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.

	 	X
	1122(d)(2)(iii)
	 	Advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
	 	 
	1122(d)(2)(iv)
	 	The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of overcollateralization,
are separately maintained (e.g., with respect to commingling of
cash) as set forth in the transaction agreements.
	 	 
	1122(d)(2)(v)
	 	Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means a
foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
	 	 
	1122(d)(2)(vi)
	 	Unissued checks are safeguarded so as to prevent unauthorized access.
	 	 
	1122(d)(2)(vii)
	 	Reconciliations are prepared on a monthly basis for all asset-backed
securities related bank accounts, including custodial accounts and
related bank clearing accounts. These reconciliations are (A)
mathematically accurate; (B) prepared within 30 calendar days after
the bank statement cutoff date, or such other number of days
specified in the transaction agreements; (C) reviewed and approved
by someone other than the person who prepared the reconciliation;
and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their
original identification, or such other number of days specified in
the transaction agreements.
	 	 






					
	 	 	 	 	 
	 
	 	C-1
	 	Exhibit C to the

Sale and Servicing Agreement






 









 






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

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

	 	X
	1122(d)(3)(iv)
	 	Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
statements.

	 	X
	 	 	Pool Asset Administration
	 	 
	1122(d)(4)(i)
	 	Collateral or security on pool assets is maintained as required by
the transaction agreements or related asset pool documents.
	 	 
	1122(d)(4)(ii)
	 	Pool assets and related documents are safeguarded as required by the
transaction agreements
	 	 
	1122(d)(4)(iii)
	 	Any additions, removals or substitutions to the asset pool are made,
reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
	 	 
	1122(d)(4)(iv)
	 	Payments on pool assets, including any payoffs, made in accordance
with the related pool asset documents are posted to the Servicer’s
obligor records maintained no more than two business days after
receipt, or such other number of days specified in the transaction
agreements, and allocated to principal, interest or other items
(e.g., escrow) in accordance with the related asset pool documents.
	 	 
	1122(d)(4)(v)
	 	The Servicer’s records regarding the accounts and the accounts agree
with the Servicer’s records with respect to an obligor’s unpaid
principal balance.
	 	 
	1122(d)(4)(vi)
	 	Changes with respect to the terms or status of an obligor’s account
(e.g., loan modifications or re-agings) are made, reviewed and
approved by authorized personnel in accordance with the transaction
agreements and related pool asset documents.
	 	 
	1122(d)(4)(vii)
	 	Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and concluded
in accordance with the timeframes or other requirements established
by the transaction agreements.
	 	 
	1122(d)(4)(viii)
	 	Records documenting collection efforts are maintained during the
period a pool asset is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly basis,
or such other period specified in the transaction agreements, and
describe the entity’s activities in monitoring delinquent pool
assets including, for example, phone calls, letters and payment
rescheduling plans in cases where delinquency is deemed temporary
(e.g., illness or unemployment).
	 	 
	1122(d)(4)(ix)
	 	Adjustments to interest rates or rates of return for pool assets
with variable rates are computed based on the related pool asset
documents.
	 	 






C-2









 






	 	 	 	 	 
	 	 	 	 	Applicable
	Servicing Criteria	 	Servicing Criteria
	Reference	 	Criteria	 	 
	1122(d)(4)(x)
	 	Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor’s Account documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest
on such funds is paid, or credited, to obligors in accordance with
applicable Account documents and state laws; and (C) such funds are
returned to the obligor within 30 calendar days of full repayment of
the related Accounts, or such other number of days specified in the
transaction agreements.
	 	 
	1122(d)(4)(xi)
	 	Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
	 	 
	1122(d)(4)(xii)
	 	Any late payment penalties in connection with any payment to be made
on behalf of an obligor are paid from the servicer’s funds and not
charged to the obligor, unless the late payment was due to the
obligor’s error or omission.
	 	 
	1122(d)(4)(xiii)
	 	Disbursements made on behalf of an obligor are posted within two
business days to the obligor’s records maintained by the servicer,
or such other number of days specified in the transaction
agreements.
	 	 
	1122(d)(4)(xiv)
	 	Delinquencies, charge-offs and uncollectible accounts are recognized
and recorded in accordance with the transaction agreements.
	 	 
	1122(d)(4)(xv)
	 	Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
as set forth in the transaction agreements.
	 	 






C-3









 






EXHIBIT D




FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION




Re: VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2



          Citibank, N.A., not in its individual capacity but solely as indenture trustee (the
“Indenture Trustee”), certifies to Volkswagen Auto Lease/Loan Underwritten Funding, LLC
(the “Seller”), and its officers, with the knowledge and intent that they will rely upon
this certification, that:





     (1) It has reviewed the report on assessment of the Indenture Trustee’s compliance
provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of
1934, as amended, and Item 1122 of Regulation AB (the “Servicing Assessment”) that
was delivered by the Indenture Trustee to the Seller pursuant to the Sale and Servicing
Agreement (the “Agreement”), dated as of December 29, 2008, by and between VW
Credit, Inc., the Seller, the Indenture Trustee and Volkswagen Auto Loan Enhanced Trust
2008-2;




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




     (3) To the best of its knowledge, all of the Provided Information (as defined in
Section 9.23(a) of the Agreement) required to be provided by the Indenture Trustee
under the Agreement has been provided to the Seller.



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

solely as Indenture Trustee

 	 
	 	Date:  	
 	 
	 



					
	 	 	 	 	 
	 
	 	D-1
	 	Exhibit D to the

Sale and Servicing Agreement