exv10w4






Exhibit 10.4




VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2




AMENDED AND RESTATED

TRUST AGREEMENT




between




VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC,

as the Depositor




and




DEUTSCHE BANK TRUST COMPANY DELAWARE,

as the Owner Trustee




Dated as of December 29, 2008




 









 





TABLE OF CONTENTS

 





	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 1.1.
	 	Capitalized Terms	 	 	1	 
	SECTION 1.2.
	 	Other Interpretive Provisions	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II ORGANIZATION	 	 	2	 
	 
	 	 	 	 	 	 
	SECTION 2.1.
	 	Name	 	 	2	 
	SECTION 2.2.
	 	Office	 	 	2	 
	SECTION 2.3.
	 	Purposes and Powers	 	 	2	 
	SECTION 2.4.
	 	Appointment of the Owner Trustee	 	 	3	 
	SECTION 2.5.
	 	Initial Capital Contribution of Trust Estate	 	 	3	 
	SECTION 2.6.
	 	Declaration of Trust	 	 	3	 
	SECTION 2.7.
	 	Organizational Expenses; Liabilities of the Holders	 	 	3	 
	SECTION 2.8.
	 	Title to the Trust Estate	 	 	4	 
	SECTION 2.9.
	 	Representations and Warranties of the Seller	 	 	4	 
	SECTION 2.10.
	 	Situs of Issuer	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE III CERTIFICATE AND TRANSFER OF CERTIFICATE	 	 	5	 
	 
	 	 	 	 	 	 
	SECTION 3.1.
	 	Initial Ownership	 	 	5	 
	SECTION 3.2.
	 	Authentication of Certificate	 	 	5	 
	SECTION 3.3.
	 	Form of the Certificate	 	 	5	 
	SECTION 3.4.
	 	Registration of Certificates	 	 	5	 
	SECTION 3.5.
	 	Transfer of Certificate	 	 	5	 
	SECTION 3.6.
	 	Lost, Stolen, Mutilated or Destroyed Certificates	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE IV ACTIONS BY OWNER TRUSTEE	 	 	7	 
	 
	 	 	 	 	 	 
	SECTION 4.1.
	 	Prior Notice to Certificateholder with Respect to Certain Matters 	 	 	7	 
	SECTION 4.2.
	 	Action by Certificateholder with Respect to Certain Matters	 	 	8	 
	SECTION 4.3.
	 	Action by Certificateholder with Respect to Bankruptcy	 	 	8	 
	SECTION 4.4.
	 	Restrictions on Certificateholder’s Power	 	 	8	 
	SECTION 4.5.
	 	Majority Control	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 5.1.
	 	Application of Trust Funds	 	 	8	 
	SECTION 5.2.
	 	Method of Payment	 	 	8	 
	SECTION 5.3.
	 	Sarbanes-Oxley Act	 	 	9	 
	SECTION 5.4.
	 	Signature on Returns	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE	 	 	9	 
	 
	 	 	 	 	 	 
	SECTION 6.1.
	 	General Authority	 	 	9	 
	SECTION 6.2.
	 	General Duties	 	 	9	 
	SECTION 6.3.
	 	Action upon Instruction	 	 	10	 
	SECTION 6.4.
	 	No Duties Except as Specified in this Agreement or in Instructions 	 	 	11	 





Amended & Restated Trust Agreement

(VALET 2008-2)






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TABLE OF CONTENTS

(continued)
 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 6.5.
	 	No Action Except under Specified Documents or Instructions	 	 	11	 
	SECTION 6.6.
	 	Restrictions	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE VII CONCERNING OWNER TRUSTEE	 	 	11	 
	 
	 	 	 	 	 	 
	SECTION 7.1.
	 	Acceptance of Trusts and Duties	 	 	11	 
	SECTION 7.2.
	 	Furnishing of Documents	 	 	12	 
	SECTION 7.3.
	 	Representations and Warranties	 	 	12	 
	SECTION 7.4.
	 	Reliance; Advice of Counsel	 	 	13	 
	SECTION 7.5.
	 	Not Acting in Individual Capacity	 	 	13	 
	SECTION 7.6.
	 	The Owner Trustee May Own Notes	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE VIII COMPENSATION OF OWNER TRUSTEE	 	 	14	 
	 
	 	 	 	 	 	 
	SECTION 8.1.
	 	The Owner Trustee’s Compensation	 	 	14	 
	SECTION 8.2.
	 	Indemnification	 	 	14	 
	SECTION 8.3.
	 	Payments to the Owner Trustee	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE IX TERMINATION OF TRUST AGREEMENT	 	 	15	 
	 
	 	 	 	 	 	 
	SECTION 9.1.
	 	Termination of Trust Agreement	 	 	15	 
	SECTION 9.2.
	 	Dissolution of the Issuer	 	 	15	 
	SECTION 9.3.
	 	Limitations on Termination	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES	 	 	15	 
	 
	 	 	 	 	 	 
	SECTION 10.1.
	 	Eligibility Requirements for the Owner Trustee	 	 	15	 
	SECTION 10.2.
	 	Resignation or Removal of the Owner Trustee	 	 	16	 
	SECTION 10.3.
	 	Successor Owner Trustee	 	 	16	 
	SECTION 10.4.
	 	Merger or Consolidation of the Owner Trustee	 	 	17	 
	SECTION 10.5.
	 	Appointment of Co-Trustee or Separate Trustee	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE XI MISCELLANEOUS	 	 	18	 
	 
	 	 	 	 	 	 
	SECTION 11.1.
	 	Amendments	 	 	18	 
	SECTION 11.2.
	 	No Legal Title to Trust Estate in Certificateholder	 	 	20	 
	SECTION 11.3.
	 	Limitations on Rights of Others	 	 	20	 
	SECTION 11.4.
	 	Notices	 	 	20	 
	SECTION 11.5.
	 	Severability	 	 	20	 
	SECTION 11.6.
	 	Separate Counterparts	 	 	20	 
	SECTION 11.7.
	 	Successors and Assigns	 	 	21	 
	SECTION 11.8.
	 	No Petition	 	 	21	 
	SECTION 11.9.
	 	Headings	 	 	22	 
	SECTION 11.10.
	 	Governing Law	 	 	22	 
	SECTION 11.11.
	 	Limitation of Rights of Swap Counterparty	 	 	22	 
	SECTION 11.12.
	 	Waiver of Jury Trial	 	 	22	 
	SECTION 11.13.
	 	Information Requests	 	 	22	 






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TABLE OF CONTENTS

(continued)
 





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 11.14.
	 	Form 10-D and Form 10-K Filings	 	 	22	 
	SECTION 11.15.
	 	Form 8-K Filings	 	 	23	 
	SECTION 11.16.
	 	Indemnification	 	 	23	 
	 
	 	 	 	 	 	 
	Exhibit A     Form of Certificate
	 






-iii-









 





     This AMENDED AND RESTATED TRUST AGREEMENT is made as of December 29, 2008 (as from time to
time amended, supplemented or otherwise modified and in effect, this “Agreement”) between
VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company, as the
depositor (the “Seller”), and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking
corporation (“Deutsche Bank”), as the owner trustee (in such capacity, the “Owner
Trustee”).



RECITALS




     WHEREAS, the Seller and the Owner Trustee entered into that certain Trust Agreement dated as
of October 14, 2008 (the “Original Trust Agreement”), pursuant to which the Issuer (as
defined below) was created; and



     WHEREAS, in connection with the issuance of the Notes, the parties have agreed to amend and
restate the Original Trust Agreement;



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



ARTICLE I




DEFINITIONS




     SECTION 1.1. Capitalized Terms. Unless otherwise indicated, capitalized terms used in this
Agreement are defined in Appendix A to the Sale and Servicing Agreement dated as of the
date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the
“Sale and Servicing Agreement”) among the Issuer, the Seller, VW Credit, Inc., as servicer,
and Citibank, N.A., as indenture trustee, as the same may be amended, modified or supplemented from
time to time.



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



1









 





ARTICLE II




ORGANIZATION




     SECTION 2.1. Name. The trust created under the Original Trust Agreement shall be known as
“Volkswagen Auto Loan Enhanced Trust 2008-2” (the “Issuer”), in which name the Owner
Trustee may conduct the business of such trust, make and execute contracts and other instruments on
behalf of such trust and sue and be sued.



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



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




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




     (b) to enter into and perform its obligations under any interest rate protection
agreement or agreements relating to the Notes between the Issuer and one or more
counterparties, including any confirmations, evidencing the transactions thereunder, each of
which is an interest rate swap, an interest rate cap, an obligation to enter into any of the
foregoing or any combination of any of the foregoing;




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




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




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




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




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



2









 




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




     SECTION 2.4. Appointment of the Owner Trustee. The Seller hereby appoints the Owner Trustee
as trustee of the Issuer effective as of the date hereof, to have all the rights, powers and duties
set forth herein.



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



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



     SECTION 2.7. Organizational Expenses; Liabilities of the Holders.




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




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



3









 





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



     SECTION 2.9. Representations and Warranties of the Seller. The Seller hereby represents and
warrants to the Owner Trustee that:




     (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 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 and the Underwriting Agreement.




     (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 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 instruments
or (C) any material agreement, contract, order or other instrument to which it is a party or
its property is subject (other than violations of such laws, rules, regulations, indenture
or agreements 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 to which it is a party).




     (c) No Consent Required. No approval, authorization or other action by, or filing
with, any Governmental Authority is required in connection with the execution, delivery and
performance by the Seller of any Transaction Document other than (i) UCC filings, (ii)
approvals and authorizations that have previously been obtained and filings which 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 ability of the Seller to perform
its obligations under the Transaction Documents to which it is a party.




     (d) Binding Effect. Each Transaction Document and the Underwriting Agreement 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 or other similar laws of general application
relating to or affecting the enforcement of creditors’ rights generally and subject to
general principles of equity.




     (e) No Proceedings. There is no action, suit, proceeding or investigation pending or,
to the knowledge of the Seller, threatened against the Seller which, either in any one
instance or in the aggregate, would result in any material adverse change in the business,



4









 







operations, financial condition, properties or assets of the Seller, or in any material
impairment of the right or ability of the Seller to carry on its business substantially as
now conducted, or in any material liability on the part of the Seller, or which would render
invalid this Agreement or the Receivables or the obligations of the Seller contemplated
herein, or which would materially impair the ability of the Seller to perform under the
terms of this Agreement or any other Transaction Document.



     SECTION 2.10. Situs of Issuer. The Issuer shall be located in the State of Delaware.



ARTICLE III




CERTIFICATE AND TRANSFER OF CERTIFICATE




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



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



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



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



     SECTION 3.5. Transfer of Certificate. (a) The Certificateholder may assign, convey or
otherwise transfer all or any of its right, title and interest in the Certificate; provided, that
(i) the Rating Agency Condition is satisfied, (ii) the Owner Trustee and the Issuer receive an
Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the
Issuer to be treated as a publicly traded partnership for federal income tax purposes, (iii) the
Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan. By
accepting and holding a Certificate (or any interest therein), the holder thereof shall be deemed
to have represented and warranted that it is not a Benefit Plan and is not purchasing the
Certificate (or



5









 







any interest therein) on behalf of a Benefit Plan. The Owner Trustee shall have no duty to
independently determine that the requirement in (iii) above is met and shall incur no
liability to any person in the event the holder of the Certificate does not comply with such
restrictions. Subject to the transfer restrictions contained herein and in the Certificate, the
Certificateholder may transfer all or any portion of the beneficial interest in the Issuer
evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the
documents required by this Section. Such transfer may be made by the registered Certificateholder
in person or by his attorney duly authorized in writing upon surrender of the Certificate to the
Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees
and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee
may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner
Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee
as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate
register and issue, execute and deliver to such Certificateholder a Certificate evidencing such
beneficial interest in the Issuer. In the event a transferor transfers only a portion of its
beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a
new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer.
Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner
Trustee shall cancel and destroy the Certificate surrendered to it in connection with such
transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any
Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by
such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be
affected by notice to the contrary.




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




     (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate
unless each of the transferor and the transferee have certified to the Owner Trustee that
such transfer does not violate any of the transfer restrictions stated herein including, but
not limited to clauses (d) and (e) of this Section 3.5. The Owner
Trustee shall not be liable to any Person for registering any transfer based on such
certifications.




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



6









 







beneficial owner’s interest in the flow-through entity is attributable to the
flow-through entity’s interest (direct or indirect) in the Issuer.




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



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



ARTICLE IV




ACTIONS BY OWNER TRUSTEE




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




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




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




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



7









 






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



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



     SECTION 4.3. Action by Certificateholder with Respect to Bankruptcy. The Owner Trustee shall
not have the power to commence a voluntary proceeding in bankruptcy relating to the Issuer until
one year and one day after the Note Balance has been reduced to zero and all amounts owed to the
Swap Counterparty under the Transaction documents have been paid without the prior written approval
of the Certificateholder and the delivery to the Owner Trustee by the Certificateholder of a
certificate certifying that the Certificateholder reasonably believes that the Issuer is insolvent.



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



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



ARTICLE V




APPLICATION OF TRUST FUNDS; CERTAIN DUTIES




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



     SECTION 5.2. Method of Payment. Subject to the Indenture, distributions required to be made
to the Certificateholder on any Payment Date and all amounts received by the Issuer or the



8









 







Owner Trustee on any other date that are payable to the Certificateholder pursuant to this
Agreement or any other Transaction Document shall be made to the Certificateholder by wire
transfer, in immediately available funds, to the account of the Certificateholder designated by the
Certificateholder to the Owner Trustee and Indenture Trustee in writing.



     SECTION 5.3. Sarbanes-Oxley Act. Notwithstanding anything to the contrary herein or in any
Transaction Document, the Owner Trustee shall not be required to execute, deliver or certify in
accordance with the provisions of the Sarbanes-Oxley Act on behalf of the Issuer or any other
Person, any periodic reports filed pursuant to the Exchange Act, or any other documents pursuant to
the Sarbanes-Oxley Act.



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



ARTICLE VI




AUTHORITY AND DUTIES OF OWNER TRUSTEE




     SECTION 6.1. General Authority. The Owner Trustee is authorized and directed to execute and
deliver the Transaction Documents to which the Issuer is named as a party, and each certificate or
other document attached as an exhibit to or contemplated by the Transaction Documents to which the
Issuer or the Owner Trustee is named as a party and any amendment thereto, in each case, in such
form as the Seller shall approve, as evidenced conclusively by the Owner Trustee’s execution
thereof, and at the written direction of the Seller, to direct the Indenture Trustee to
authenticate and deliver Class A-1 Notes in the aggregate principal amount of $222,000,000, Class
A-2-A Notes in the aggregate principal amount of $169,000,000, Class A-2-B Notes in the aggregate
principal amount of $50,000,000, Class A-3-A Notes in the aggregate principal amount of
$246,000,000, Class A-3-B Notes in the aggregate principal amount of $130,000,000, Class A-4-A
Notes in the aggregate principal amount of $183,000,000 and Class A-4-B Notes in the aggregate
principal amount of $0. In addition to the foregoing, the Owner Trustee is authorized, but shall
not be obligated, to take all actions required of the Issuer pursuant to the Transaction Documents.
The Owner Trustee is further authorized from time to time to take such action as the Seller or the
Administrator recommends or directs in writing with respect to the Transaction Documents, except to
the extent that this Agreement expressly requires the consent of the Certificateholder for such
action.



     SECTION 6.2. General Duties. It shall be the duty of the Owner Trustee to discharge (or
cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the
other Transaction Documents and to administer the Issuer in the interest of the Certificateholder,
subject to Transaction Documents, and in accordance with the provisions of this Agreement.
Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the Transaction Documents to the extent the Administrator has
agreed in the Administration Agreement to perform any act or to discharge any duty of the Issuer or
the Owner Trustee hereunder or under any Transaction Document, and the Owner Trustee shall not be
liable for the default or failure of the



9









 







Administrator to carry out its obligations under the Administration Agreement and shall have
no duty to monitor the performance of the Administrator or any other Person under the
Administration Agreement or any other document. The Owner Trustee shall have no obligation to
administer, service or collect the Receivables or to maintain, monitor or otherwise supervise the
administration, servicing or collection of the Receivables. The Owner Trustee shall not be
required to perform any of the obligations of the Issuer under any Transaction Document that are
required to be performed by the Servicer, the Seller, the Administrator or the Indenture Trustee.



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




     (b) Subject to Section 7.1, the Owner Trustee shall not be required to take
any action hereunder or under any Transaction Document if the Owner Trustee shall have
reasonably determined or been advised by counsel that such action is likely to result in
liability on the part of the Owner Trustee or is contrary to the terms hereof or of any
Transaction Document or is otherwise contrary to law.




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




     (d) The Owner Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Agreement, or to institute, conduct or defend any litigation, at
the request, order or direction of the Certificateholder or any other Person, unless such
Certificateholder or such Person has offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be incurred by the
Owner Trustee (including, without limitation, the reasonable fees and expenses of its
counsel) therein or thereby, including such advances as the Owner Trustee shall reasonably
request.



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     SECTION 6.4. No Duties Except as Specified in this Agreement or in Instructions. The Owner
Trustee shall not have any duty or obligation to manage, make any payment with respect to,
register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take
or refrain from taking any action under, or in connection with, any document contemplated hereby to
which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this
Agreement or in any document or written instruction received by the Owner Trustee pursuant to
Section 6.3; and no implied duties or obligations shall be read into this Agreement or any
Transaction Document against the Owner Trustee. The Owner Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or Lien granted to it hereunder or to
prepare or file any Commission filing (including any filings required under the Sarbanes-Oxley Act)
for the Issuer or to record this Agreement or any Transaction Document. Deutsche Bank nevertheless
agrees that it will, at its own cost and expense, promptly take all action as may be necessary to
discharge any Liens on any part of the Trust Estate that result from actions by, or claims against,
Deutsche Bank that are not related to the ownership or the administration of the Trust Estate. The
Owner Trustee shall have no responsibility or liability for or with respect to the genuineness,
value, sufficiency or validity of the Trust Estate.



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



     SECTION 6.6. Restrictions. The Owner Trustee shall not take any action (a) that is
inconsistent with the purposes of the Issuer set forth in Section 2.3 or (b) that, to the
actual knowledge of a Responsible Officer of the Owner Trustee, would (i) affect the treatment of
the Notes as indebtedness for federal income, state and local income, franchise and value added tax
purposes, (ii) be deemed to cause a taxable exchange of the Notes for federal income or state
income or franchise tax purposes or (iii) cause the Issuer or any portion thereof to be treated as
an association or publicly traded partnership taxable as a corporation for federal income, state
and local income or franchise tax purposes. The Certificateholder shall not direct the Owner
Trustee to take action that would violate the provisions of this Section.



ARTICLE VII




CONCERNING OWNER TRUSTEE




     SECTION 7.1. Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby
created and agrees to perform its duties hereunder with respect to such trusts but only upon the
terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by
it constituting part of the Trust Estate upon the terms of the Transaction Documents and this
Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any
Transaction Document under any circumstances notwithstanding anything herein or in the Transaction
Documents to the contrary, except (i) for its own willful misconduct, bad faith or negligence, (ii)
in the case of the inaccuracy of any



11









 




representation or warranty contained in Section 7.3 expressly made by Deutsche Bank in
its individual capacity, (iii) for liabilities arising from the failure of Deutsche Bank to perform
obligations expressly undertaken by it in the third sentence of Section 6.4 or (iv) for
taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation
received by the Owner Trustee. In particular, but not by way of limitation of the foregoing:





     (i) The Owner Trustee shall not be personally liable for any error of judgment
made in good faith by any of its officers or employees unless it is proved that such
persons were negligent in ascertaining the pertinent facts;




     (ii) No provision of this Agreement shall require the Owner Trustee to expend
or risk its personal funds or otherwise incur any financial liability in the
exercise of its rights or powers hereunder;




     (iii) Under no circumstances shall the Owner Trustee be personally liable for
any representation, warranty, covenant, obligation or indebtedness of the Issuer,
and




     (iv) The Owner Trustee shall not be personally responsible for or in respect
of the validity or sufficiency of this Agreement or for the due execution hereof by
any Person other than the Owner Trustee.



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



     SECTION 7.3. Representations and Warranties. Deutsche Bank hereby represents and warrants to
the Seller for the benefit of the Certificateholder, that:




     (a) It is a banking corporation duly incorporated and validly existing in good
standing under the laws of the State of Delaware and having an office within the State of
Delaware. It has all requisite corporate power and authority to execute, deliver and
perform its obligations under this Agreement.




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




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



12









 






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



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




     (b) In the exercise or administration of the trusts hereunder and in the performance
of its duties and obligations under this Agreement or the Transaction Documents, the Owner
Trustee (i) may act directly or through its agents or attorneys pursuant to agreements
entered into with any of them, but the Owner Trustee shall not be personally liable for the
conduct or misconduct of such agents, custodians, nominees (including persons acting under a
power of attorney) or attorneys selected with reasonable care and (ii) may consult with
counsel, accountants and other skilled persons knowledgeable in the relevant area to be
selected with reasonable care and employed by it at the expense of the Issuer. The Owner
Trustee shall not be personally liable for anything done, suffered or omitted in good faith
by it in accordance with the written opinion or advice of any such counsel, accountants or
other such persons.



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



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



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ARTICLE VIII




COMPENSATION OF OWNER TRUSTEE




     SECTION 8.1. The Owner Trustee’s Compensation. The Issuer shall cause the Servicer to pay to
Deutsche Bank pursuant to Section 3.11 of the Sale and Servicing Agreement from time to
time compensation for all services rendered by Deutsche Bank under this Agreement pursuant to a fee
letter between the Servicer and the Owner Trustee (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust). The Servicer,
pursuant to Section 3.11 of the Sale and Servicing Agreement and the fee letter between the
Servicer and the Owner Trustee, shall reimburse Deutsche Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by Deutsche Bank in accordance with any
provision of this Agreement (including the reasonable compensation, expenses and disbursements of
such agents, experts and counsel as Deutsche Bank may employ in connection with the exercise and
performance of its rights and its duties hereunder), except any such expense may be attributable to
its willful misconduct, negligence (other than an error in judgment) or bad faith. To the extent
not paid by the Servicer, such fees and reasonable expenses shall be paid in accordance with
Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b) of the Indenture,
as applicable.



     SECTION 8.2. Indemnification. The Seller shall cause the Servicer to indemnify Deutsche Bank
in its individual capacity and as trustee and its successors, assigns, directors, officers,
employees and agents (the “Indemnified Parties”) from and against, any and all loss,
liability, expense, tax, penalty or claim (including reasonable legal fees and expenses) of any
kind and nature whatsoever which may at any time be imposed on, incurred by, or asserted against
Deutsche Bank in its individual capacity and as trustee or any Indemnified Party in any way
relating to or arising out of this Agreement, the Transaction Documents, the Trust Estate, the
administration of the Trust Estate or the action or inaction of Deutsche Bank hereunder; provided,
however, that neither the Seller nor the Servicer shall be liable for or required to indemnify
Deutsche Bank from and against any of the foregoing expenses arising or resulting from (i) Deutsche
Bank’s own willful misconduct, bad faith or negligence, (ii) the inaccuracy of any representation
or warranty contained in Section 7.3 expressly made by Deutsche Bank in its individual
capacity, (iii) liabilities arising from the failure of Deutsche Bank to perform obligations
expressly undertaken by it in the third sentence of Section 6.4 or (iv) taxes, fees or
other charges on, based on or measured by, any fees, commissions or compensation received by the
Owner Trustee. To the extent not paid by the Servicer, such indemnification shall be paid in
accordance with Section 4.4 of the Sale and Servicing Agreement or Section 5.4(b)
of the Indenture, as applicable.



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



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ARTICLE IX




TERMINATION OF TRUST AGREEMENT




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



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



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



ARTICLE X




SUCCESSOR OWNER TRUSTEES AND ADDITIONAL

OWNER TRUSTEES




     SECTION 10.1. Eligibility Requirements for the Owner Trustee. The Owner Trustee shall at all
times be a bank (i) authorized to exercise corporate trust powers, (ii) having a combined capital
and surplus of at least $50,000,000 and (iii) subject to supervision or examination by Federal or
state authorities. If such bank shall publish reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the
purpose of this Section, the combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published.
The Owner Trustee shall at all times be an institution satisfying the provisions of Section 3807(a)
of the Statutory Trust Statute. In case at any time the Owner



15









 




Trustee shall cease to be eligible in accordance with the provisions of this Section, the
Owner Trustee shall resign immediately in the manner and with the effect specified in Section
10.2.




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



     If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions
of Section 10.1 and shall fail to resign after written request therefor by the Seller or
the Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be
adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Seller
or the Administrator may remove the Owner Trustee. If the Seller or the Administrator shall remove
the Owner Trustee under the authority of the immediately preceding sentence, the Seller and the
Administrator, acting jointly, shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner
Trustee so removed and one copy to the successor Owner Trustee and shall pay all fees owed to the
outgoing Owner Trustee.



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



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




16












 




Agreement; and the Seller and the predecessor Owner Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.




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



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



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



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



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




     (i) all rights, powers, duties and obligations conferred or imposed upon the
Owner Trustee shall be conferred upon and exercised or performed by the



17









 







Owner Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not authorized to act
separately without the Owner Trustee joining in such act), except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be
performed, the Owner Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including the
holding of title to the Issuer or any portion thereof in any such jurisdiction)
shall be exercised and performed singly by such separate trustee or co-trustee, but
solely at the direction of the Owner Trustee;




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




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



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



     Any separate trustee or co-trustee may at any time appoint the Owner Trustee, its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the
extent permitted by law, without the appointment of a new or successor trustee. The Owner Trustee
shall have no obligation to determine whether a co-trustee or separate trustee is legally required
in any jurisdiction in which any part of the Trust Estate may be located.



ARTICLE XI




MISCELLANEOUS




     SECTION 11.1. Amendments.




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



18









 






     (i) the Seller 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 delivers an Officer’s Certificate of the Seller 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 delivers to the Indenture Trustee written confirmation from
each Rating Agency that such amendment will not cause it to downgrade, qualify or
withdraw its rating assigned to any of the Notes;


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





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




     (c) This Agreement may also be amended from time to time by the Seller and the Owner
Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the
aggregate principal amount of the Outstanding Notes, voting as a single class, for the
purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the Noteholders.
It will not be necessary to obtain the consent of the 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 Seller shall provide written
notification of the substance of such amendment to each Rating Agency and the Owner Trustee;
and promptly after the execution of any such amendment or consent, the Seller (i) shall
furnish a copy of such amendment or consent to each Rating Agency, the Owner Trustee and the
Indenture Trustee and (ii) if this Agreement is amended in accordance with clauses
(i) or (ii) of Section 11.1(a), shall furnish a copy of such Opinion of
Counsel or Officer’s Certificate, as the case may be, to each of the Rating Agencies.



19









 






     (e) Prior to the execution of any amendment to this Agreement, the Owner 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 may, but shall not be obligated to, enter into any such amendment which
affects the Owner Trustee’s own rights, duties or immunities under this Agreement.



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



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



     SECTION 11.4. Notices. (a) Unless otherwise expressly specified or permitted by the terms
hereof, all notices shall be in writing and shall be deemed given by facsimile with receipt
acknowledged by the recipient thereof or upon receipt personally delivered, delivered by overnight
courier or mailed certified mail, return receipt requested, if to the Owner Trustee, addressed as
specified on Schedule II to the Sale and Servicing Agreement; or, as to each party, at such
other address as shall be designated by such party in a written notice to each other party.




     (b) Any notice required or permitted to be given to the Certificateholder shall be
given by first-class mail, postage prepaid, at the address of the Certificateholder as shall
be designated by such party in a written notice to each other party. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice.



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



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



20









 





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



     SECTION 11.8. No Petition.




     (a) Each of the Owner Trustee (in its individual capacity and as the Owner Trustee),
by entering into this Agreement, the Seller, the Certificateholder, by accepting the
Certificate, and the Indenture Trustee and each Noteholder or Note Owner by accepting the
benefits of this Agreement, hereby covenants and agrees that prior to the date which is one
year and one day after payment in full of all obligations of each Bankruptcy Remote Party in
respect of all securities issued by the Bankruptcy Remote Parties (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) such party
shall not commence, join or institute against, with any other Person, any proceeding against
such Bankruptcy Remote Party under any bankruptcy, reorganization, arrangement, liquidation
or insolvency law or statute now or hereafter in effect in any jurisdiction.




     (b) The Seller’s obligations under this Agreement 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, each of the Owner Trustee (in its individual capacity and as
the Owner Trustee), by entering into or accepting this agreement, each Certificateholder, by
accepting a Certificate, and the Indenture Trustee and each Noteholder or Note Owner, by
accepting the benefits of this Agreement, hereby acknowledges and agrees that such Person
has 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,
each of the Owner Trustee, the Indenture Trustee, each Noteholder or Note Owner and the
Certificateholder 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 such Person
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 in full, which,
under the terms of the relevant



21









 







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. Each of the Owner Trustee (in its individual
capacity and as the Owner Trustee), by entering into or accepting this agreement, each
Certificateholder, by accepting a Certificate, and the Indenture Trustee and each Noteholder
or Note Owner, by accepting the benefits of this Agreement, hereby further acknowledges and
agrees that no adequate remedy at law exists for a breach of this Section and the terms of
this Section may be enforced by an action for specific performance. The provisions of this
Section will be for the third party benefit of those entitled to rely thereon and will
survive the termination of this Agreement.



     SECTION 11.9. Headings. The headings of the various Articles and Sections herein are for
convenience of reference only and shall not define or limit any of the terms or provisions hereof.



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



     SECTION 11.11. Limitation of Rights of Swap Counterparty. All of the rights of the Swap
Counterparty in, to and under this Agreement, if any, shall terminate upon the termination of the
Interest Rate Swap Agreement in accordance with the terms hereof and the payment in full of all
amounts owing to the Swap Counterparty.



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



     SECTION 11.13. Information Requests. The parties hereto shall provide any information
reasonably requested by the Servicer, the Issuer, the Seller or any of their Affiliates at the
expense of the Servicer, the Issuer, the Seller or any of their Affiliates, as applicable, in order
to comply with or obtain more favorable treatment under any current or future law, rule,
regulation, accounting rule or principle.



     SECTION 11.14. Form 10-D and Form 10-K Filings. So long as the Seller is filing Exchange Act
Reports with respect to the Issuer (i) no later than each Payment Date, the Owner Trustee shall
notify the Seller of any Form 10-D Disclosure Item with respect to the Owner Trustee, together with
a description of any such Form 10-D Disclosure Item in form and substance reasonably acceptable to
the Seller and (ii) no later than March 15 of each calendar



22









 




year, commencing March 15, 2009, the Owner Trustee shall notify the Seller in writing of any
affiliations or relationships between the Owner Trustee and any Item 1119 Party; provided, that no
such notification need by made if the affiliations or relationships are unchanged from those
provided in the notification in the prior calendar year.




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



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




     (i) (A) any untrue statement of a material fact contained in any information
provided in writing by Deutsche Bank Trust Company Delaware to the Seller or its
affiliates under Sections 11.12 or 11.13 (such information, the
“Provided Information”), or (B) the omission to state in the Provided
Information a material fact required to be stated in the Provided Information, or
necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, by way of clarification, that
clause (B) of this paragraph shall be construed solely by reference to the
related information and not to any other information communicated in connection with
a sale or purchase of securities, without regard to whether the Provided Information
or any portion thereof is presented together with or separately from such other
information; or




     (ii) any failure by Deutsche Bank Trust Company Delaware to deliver any
information, report, or other material when and as required under Sections
11.12 or 11.13.



          (b) In the case of any failure of performance described in clause (a)(ii) of this
Section, Deutsche Bank Trust Company Delaware shall promptly reimburse the Seller for all costs
reasonably incurred in order to obtain the information, report or other material not delivered as
required by Deutsche Bank Trust Company Delaware.




          (c) Notwithstanding anything to the contrary contained herein, in no event shall Deutsche Bank
Trust Company Delaware be liable under this Section 11.16 for special, indirect or
consequential damages of any kind whatsoever, including but not limited to lost



23









 






profits, even if Deutsche Bank Trust Company Delaware has been advised of the likelihood of
such loss or damage and regardless of the form of action.




[Remainder of Page Intentionally Left Blank]




24









 





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



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY DELAWARE,

Individually and as Owner Trustee

 	 
	 	By:  	/s/ Elizabeth B. Ferry
 	 
	 	 	Name:  	Elizabeth B. Ferry 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	                    /s/ Michelle S. Farally
 	 
	 	 	Name:  	Michelle S. Farally 	 
	 	 	Title:  	Associate 	 



S-1









 






	 	 	 	 	 



	 	 	 	 	 
	 	VOLKSWAGEN AUTO LEASE/LOAN 
UNDERWRITTEN FUNDING, LLC

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




S-2









 








EXHIBIT A




FORM OF CERTIFICATE




			
	 	 	 
	NUMBER 

R-1
	 	100% BENEFICIAL INTEREST






VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2




CERTIFICATE




     Evidencing the 100% beneficial interest in all of the assets of the Issuer (as defined below),
which consist primarily of motor vehicle receivables, including motor vehicle retail installment
sales contracts and/or installment loans that are secured by new and used automobiles and
light-duty trucks.



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



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



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



     THIS CERTIFIES THAT [_________] is the registered owner of a 100% nonassessable, fully-paid
beneficial interest in the Trust Estate of VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2, a Delaware
statutory trust (the “Issuer”) formed by Volkswagen Auto Lease/Loan Underwritten Funding,
LLC, a Delaware limited liability company, as depositor (the “Seller”).



     The Issuer was created pursuant to a Trust Agreement dated as of October 14, 2008 (as amended
and restated as of December 29, 2008, the “Trust Agreement”), between the Seller and
Deutsche Bank Trust Company Delaware, as owner trustee (the “Owner Trustee”), a summary of



A-1









 




certain of the pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to them in
Appendix A to the Sale and Servicing Agreement, dated as of December 29, 2008, among the
Seller, the Issuer, Citibank, N.A. as indenture trustee, and VW Credit, Inc., as servicer, as the
same may be amended or supplemented from time to time.




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



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



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



     By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to
the date which is one year and one day after payment in full of all obligations of each Bankruptcy
Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such Person
shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other
voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect
to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a
trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy
Remote Party or any substantial part of its property or to consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case or other proceeding
commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of
any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Person shall
not commence or join with any other Person in commencing any proceeding against such Bankruptcy
Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or
hereafter in effect in any jurisdiction.



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



     It is the intention of the parties to the Trust Agreement that, solely for income, franchise
and value added tax purposes, (i) so long as there is a single Certificateholder, the Issuer will
be disregarded as an entity separate from such Certificateholder, and if there is more than one



A-2









 




Certificateholder, the Issuer will be treated as a partnership and (ii) the Notes will be
characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no
action inconsistent with the foregoing intended tax treatment.




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



A-3









 





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



	 	 	 	 	 
	 	VOLKSWAGEN AUTO LOAN ENHANCED 
TRUST 2008-2

 	 
	 	By:  	Deutsche Bank Trust Company Delaware, not in its
 	 
	 	individual capacity, but solely as Owner Trustee 	 
	 	 	 	 
	 
	Dated: _________________ 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	Dated: _________________ 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-4









 






	 	 	 	 	 



OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION





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



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY 
DELAWARE, not in its
individual capacity but solely as Owner Trustee

 	 
	 	By:  	 	 
	 	 	Authenticating Agent 	 
	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




A-5