exv10w6






Exhibit 10.6








International Swap Dealers Association, Inc.




SCHEDULE

to the

Master Agreement




dated as of December 29, 2008




between HSBC Bank USA, N.A. and Volkswagen Auto Loan Enhanced Trust 2008-2

(“Party A”)   (“Party B”)




Part 1. Termination Provisions.





	(a)	 	“Specified Entity” means in relation to Party A and Party B for the purpose of Sections
5(a)(v), (vi), (vii) and Section 5(b)(iv): Not applicable.
	 
	(b)	 	“Specified Transaction” will have the meaning specified in Section 14 of this Agreement.
	 
	(c)	 	The “Failure to Pay or Deliver” provisions of Section 5(a)(i) shall apply to Party A and
Party B.
	 
	(d)	 	The “Breach of Agreement” provision of Section 5(a)(ii) will apply to Party A and will not
apply to Party B.
	 
	(e)	 	The “Credit Support Default” provision of Section 5(a)(iii) will apply to Party A and Party
B; provided that with respect to Party B, Credit Support Default applies solely with respect
to the return of Posted Collateral pursuant to Paragraph 3(b) of the Credit Support Annex.
	 
	 	 	Notwithstanding anything to the contrary in Sections 5(a)(i) or 5(a)(iii)(1), any failure by
Party A to comply with or perform any obligation to be complied with or performed by
Party A under the Credit Support Annex shall not constitute an Event of Default under
Sections 5(a)(i) or 5(a)(iii) unless (i) the Moody’s Second Rating Trigger Requirements
apply and 30 or more Local Business Days have elapsed since the last time the Moody’s
Second Rating Trigger Requirements did not apply or (ii) an S&P Required Ratings
Downgrade has occurred and been continuing for 10 or more Local Business Days.
	 
	(f)	 	The “Misrepresentation” provision of Section 5(a)(iv) will apply to Party A and will not
apply to Party B.
	 
	(g)	 	The “Default Under Specified Transactions” provision of Section 5(a)(v) will not apply to
Party A and will not apply to Party B.




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	(h)	 	The “Cross Default” provisions of Section 5(a)(vi) will apply to Party A and will not apply
to Party B.
	 
	 	 	“Specified Indebtedness” will have the meaning specified in Section 14, provided that
Specified Indebtedness shall not include deposits received in the course of a party’s
ordinary banking business.
	 
	 	 	“Threshold Amount” means, with respect to Party A (or its Credit Support Provider), 3% of
its total shareholders equity.
	 
	(i)	 	The “Bankruptcy” provision of Section 5(a)(vii) will apply to Party A and Party B; provided
that with respect to Party B the provisions of Section 5(a)(vii) clauses (2), (7) and (9) will
not be applicable as an Event of Default; clause (3) will not apply to Party B to the extent
it refers to any assignment, arrangement or composition that is effected by or pursuant to the
Indenture; clause (4) will not apply to Party B to the extent that it refers to proceedings or
petitions instituted or presented by Party A or any of its Affiliates; clause (6) will not
apply to Party B to the extent that it refers to (i) any appointment that is contemplated or
effected by the Indenture (as defined herein) or (ii) any appointment that Party B has not
become subject to); clause (8) will not apply to Party B to the extent that it applies to
Section 5(a)(vii)(2), (4), (6), and (7) (except to the extent that such provisions are not
disapplied with respect to Party B).
	 
	(j)	 	The “Merger without Assumption” provisions of Section 5(a)(viii) will apply to Party A and
will not apply to Party B.
	 
	(k)	 	The “Illegality” provisions of Section 5(b)(i) will apply to Party A and Party B.
	 
	(l)	 	The “Tax Event” provisions of Section 5(b)(ii) will apply to Party A and Party B.
	 
	(m)	 	The “Tax Event Upon Merger” provisions of Section 5(b)(iii) will apply to Party A and Party B
as Burdened Party; provided that Party A shall not be entitled to designate an Early
Termination Date by reason of a Tax Event Upon Merger in respect of which it is the Affected
Party. Section 6(b)(ii) will apply, provided that the words “or if a Tax Event Upon Merger
occurs and the Burdened Party is the Affected Party” shall be deleted.
	 
	(n)	 	The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to Party A and
will not apply to Party B.
	 
	(o)	 	The “Automatic Early Termination” provision of Section 6(a) of this Agreement will not apply
to Party A and will not apply to Party B.
	 
	(p)	 	Payments on Early Termination. For the purpose of Section 6(e) of this Agreement:
	 
	 	 	Market Quotation will apply and the Second Method will apply; provided, however, with
respect to an early termination in which Party A is the Defaulting Party or sole Affected
Party in respect of an Additional Termination Event or Tax Event Upon Merger,
notwithstanding Section 6 of this Agreement, the following amendment to this Agreement set
forth in paragraphs (i) to (vi) below shall apply:
	 
	 	 	(i) The definition of “Market Quotation” shall be deleted in its entirety and replaced
with the following:




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	 	 	“Market Quotation” means, with respect to one or more Terminated Transactions, a Firm
Offer which is (1) made by a Reference Market-maker that is an Eligible Replacement, (2)
for an amount that would be paid to Party B (expressed as a negative number) or by Party B
(expressed as a positive number) in consideration of an agreement between Party B and such
Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that
would have the effect of preserving for such party the economic equivalent of any payment
or delivery (whether the underlying obligation was absolute or contingent and assuming the
satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i)
in respect of such Terminated Transactions or group of Terminated Transactions that would,
but for the occurrence of the relevant Early Termination Date, have been required after
that Date, (3) made on the basis that Unpaid Amounts in respect of the Terminated
Transaction or group of Transactions are to be excluded but, without limitation, any
payment or delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included and (4) made in respect of a Replacement Transaction
with commercial terms substantially the same as those of this Agreement (save for the
exclusion of provisions relating to Transactions that are not Terminated Transactions).”
	 
		 	(ii) The definition of “Settlement Amount” shall be deleted in its entirety and replaced
with the following:
	 
	 	 	“Settlement Amount” means, with respect to any Early Termination Date, an amount (as
determined by Party B) equal to:






(a) if, on or prior to such Early Termination Date, a Market Quotation for the
relevant Terminated Transaction or group of Terminated Transactions is accepted by
Party B so as to become legally binding, the Termination Currency Equivalent of the
amount (whether positive or negative) of such Market Quotation;




(b) if, on such Early Termination Date, no Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions is accepted by Party B so
as to become legally binding and one or more Market Quotations have been
communicated to Party B and remain capable of becoming legally binding upon
acceptance by Party B, the Termination Currency Equivalent of the amount (whether
positive or negative) of the lowest of such Market Quotations;




(c) if, on such Early Termination Date, no Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions is accepted by Party B so
as to become legally binding and no Market Quotations have been communicated to
Party B and remain capable of becoming legally binding upon acceptance by Party B,
Party B’s Loss (whether positive or negative and without reference to Unpaid
Amounts) for the relevant Terminated Transaction or group of Terminated
Transactions; and




(d) at any time on or before such Early Termination Date at which two or more Market
Quotations have been communicated to Party B and remain capable of becoming legally
binding upon acceptance by Party B, Party B shall be entitled to accept only the
lowest of such Market Quotations (for the avoidance of doubt, (i) a Market Quotation
expressed as a negative number is lower than a Market Quotation expressed as a
positive number and (ii) the lower of two Market Quotations expressed as negative numbers is
the one with the largest absolute value).”



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(iii) For the purpose of sub-paragraph (4) of the definition of Market Quotation, Party B
shall determine in its sole discretion, acting in a commercially reasonable manner,
whether a Firm Offer is made in respect of a Replacement Transaction with commercial terms
substantially the same as those of this Agreement (save for the exclusion of provisions
relating to Transactions that are not Terminated Transactions).




(iv) Party B undertakes to use its reasonable efforts to obtain at least one Market
Quotation before the Early Termination Date.




(v) If Party B requests Party A in writing to obtain Market Quotations, Party A shall use
its reasonable efforts to do so before the Early Termination Date.




(vi) If the Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement
shall be deleted in its entirety and replaced with the following:




“Second Method and Market Quotation”. If Second Method and Market Quotation apply, (1)
Party B shall pay to Party A an amount equal to the absolute value of the Settlement
Amount in respect of the Terminated Transactions, (2) Party B shall pay to Party A the
Termination Currency Equivalent of the Unpaid Amounts owing to Party A and (3) Party A
shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts owing to
Party B, provided that, (i) the amounts payable under (2) and (3) shall be subject to
netting in accordance with Section 2(c) of this Agreement and (ii) notwithstanding any
other provision of this Agreement, any amount payable by Party A under (3) shall not be
netted-off against any amount payable by Party B under (1).”




	(q)	 	“Termination Currency” means U.S. Dollars.
	 
	(r)	 	Additional Termination Event will apply. Each of the following events shall constitute an
Additional Termination Event hereunder:






(i) Liquidation of Trust Estate. The following shall constitute an Additional Termination
Event in which Party B shall be the sole Affected Party: Any commencement of the
liquidation of the Trust Estate occurs following an event of default under the Indenture.




(ii) Amendment to Indenture or Sale and Servicing Agreement. The following shall
constitute an Additional Termination Event in which Party B shall be the sole Affected
Party: an amendment and/or supplement is made to the Indenture or the Sale and Servicing
Agreement without the consent of Party A if such amendment and/or supplement would
materially and adversely affect Party A’s interests hereunder or under the Transaction and
such consent is required under the Indenture or the Sale and Servicing Agreement.




(iii) Regulation AB Financial Disclosure. The following shall constitute an Additional
Termination Event in which Party A shall be the sole Affected Party: The failure of Party
A to materially comply with or materially perform any agreement or undertaking to be
complied with or performed by Party A under Part 5(s) of this Schedule.




(iv) S&P Downgrade of Party A. The failure by Party A to post Eligible Collateral in
accordance with the terms of the Credit Support Annex or to obtain a guarantee in
accordance with Part 5(p) of this Schedule or to transfer its rights and obligations
hereunder to an Eligible



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Replacement in accordance with Part 5(p) of this Schedule shall constitute an Additional Termination Event for which Party A shall be the sole Affected
Party.




(v) Moody’s First Rating Trigger. The following shall constitute an Additional
Termination Event in which Party A is the sole Affected Party: Party A has failed to
comply with or perform any obligation to be complied with or performed by Party A in
accordance with the Credit Support Annex and either (x) the Moody’s Second Rating Trigger
Requirements do not apply or (y) less than 30 Local Business Days have elapsed since the
last time the Moody’s Second Rating Trigger Requirements did not apply.




(vi) Moody’s Second Rating Trigger. The following shall constitute an Additional
Termination Event in which Party A is the sole Affected Party: (x) The Moody’s Second
Rating Trigger Requirements apply and 30 or more Local Business Days have elapsed since
the last time the Moody’s Second Rating Trigger Requirements did not apply and (y) (A) at
least one Eligible Replacement has made a Firm Offer (which remains capable of becoming
legally binding upon acceptance) to be the transferee of a transfer to be made in
accordance with Part 5(e) below and/or (B) at least one entity with the Moody’s First
Trigger Required Ratings and/or the Moody’s Second Trigger Required Ratings has made a
Firm Offer (which remains capable of becoming legally binding upon acceptance by the
offeree) to provide an Eligible Guarantee in respect of all of Party A’s present and
future obligations under this Agreement.




     (A) The “Moody’s First Rating Trigger Requirements” shall apply so long as no
Relevant Entity has the Moody’s First Trigger Required Ratings.




An entity shall have the “Moody’s First Trigger Required Ratings” (x) where such entity is
the subject of a Moody’s Short-term Rating, if such rating is “Prime-1” and its long-term,
unsecured and unsubordinated debt obligations are rated “A2” or above by Moody’s and (y)
where such entity is not the subject of a Moody’s Short-term Rating, if its long-term,
unsecured and unsubordinated debt obligations are rated “A1” or above by Moody’s.




     (B) So long as the Moody’s First Rating Trigger Requirements apply, Party A will at
its own cost use commercially reasonable efforts to, as soon as reasonably practicable,
(x) procure an Eligible Guarantee in respect of all of Party A’s present and future
obligations under this Agreement to be provided by a guarantor with the Moody’s First
Trigger Required Ratings, (y) transfer to Party B the amount of Eligible Collateral
required under the Credit Support Annex or (z) transfer this Agreement in accordance with
Part 5(e) below.




     (C) The “Moody’s Second Rating Trigger Requirements” shall apply so long as no
Relevant Entity has the Moody’s Second Trigger Required Ratings.




An entity shall have the “Moody’s Second Trigger Required Ratings” (x) where such entity
is the subject of a Moody’s Short-term Rating, if such rating is “Prime-2” or above and
its long-term, unsecured and unsubordinated debt obligations are rated “A3” or above by
Moody’s and (y) where such entity is not the subject of a Moody’s Short-term Rating, if
its long-term, unsecured and unsubordinated debt obligations are rated “A3” or above by
Moody’s.




     (D) So long as the Moody’s Second Rating Trigger Requirements apply, Party A will at
its own cost use commercially reasonable efforts to, as soon as reasonably practicable,
either (x) procure an Eligible Guarantee in respect of all of Party A’s present and future
obligations under this Agreement to be provided by a guarantor with the Moody’s First
Trigger Required



5









 







Ratings and/or the Moody’s Second Trigger Required Ratings or (y) transfer this Agreement in accordance with Part 5(e) below, and in both the case of (x)
and (y), transfer to Party B the amount of Eligible Collateral required under the Credit
Support Annex.




In the event of an Early Termination Date in respect of an S&P Ratings Downgrade, a
Moody’s First Rating Trigger or a Moody’s Second Rating Trigger and the entering into by
Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket
expenses, including legal fees and stamp taxes, relating to the entering into of such
alternative swap arrangements.



Part 2. Tax Representations.





	(a)	 	Payer Representations. For the purpose of Section 3(e) of this Agreement, Party A will make
the following representation and Party B will make the following representation:
	 
	 	 	It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction or
withholding for or on account of any Tax from any payment (other than interest under
Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
under this Agreement. In making this representation, it may rely on (i) the accuracy of
any representations made by the other party pursuant to Section 3(f) of this Agreement,
(ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this
Agreement and the accuracy and effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of
the agreement of the other party contained in Section 4(d) of this Agreement, provided
that it shall not be a breach of this representation where reliance is placed on clause
(ii) and the other party does not deliver a form or document under Section 4(a)(iii) of
this Agreement by reason of material prejudice to its legal or commercial position.
	 
	(b)	 	Payee Representations. For the purpose of Section 3(f) of this Agreement, Party A and Party
B will make the representations in (i) and (ii) below.






	 	(i)	 	Party A represents that it is a national bank organized under the laws of
the United States.
	 
	 	(ii)	 	Party B represents that it is a Delaware statutory trust organized or formed
under the laws of the State of Delaware.





Part 3. Agreement to Deliver Documents.



For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the
following documents, as applicable:





	(a)	 	Tax forms, documents or certificates to be delivered are:
	 
	 	 	Party A and Party B shall promptly deliver to the other party (or as directed) any form or
document accurately completed and in a manner reasonably satisfactory to the other party
that may be required or reasonably requested in order to allow the other party to make a
payment under a Transaction without any deduction or withholding for or on account of any
Tax or with




6









 












	 	 	such deduction or withholding at a reduced rate, promptly upon reasonable
demand by the other party.
	 
	(b)	 	Other documents to be delivered are:





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Covered by Section
	Party required to	 	Form/Document/	 	Date by which to be	 	3(d) Representation
	deliver document	 	Certificate	 	delivered	 	of this Agreement*
	Party A and Party B

	 	Evidence of the
authority of the
signatories of this
Agreement including
specimen signatures
of such
signatories.
	 	Upon execution of
this Agreement.
	 	Yes
	 
	 	 	 	 	 	 
	Party A

	 	An opinion of
counsel addressed
to Party B in form
and substance
reasonably
acceptable to Party
B.
	 	Upon execution of
this Agreement.
	 	No
	 
	 	 	 	 	 	 
	Party B

	 	An opinion of Party
B’s counsel
addressed to Party
A in form and
substance
reasonably
acceptable to Party
A.
	 	Upon execution of
this Agreement.
	 	No
	 
	 	 	 	 	 	 
	Party B

	 	A duly executed
certificate of the
secretary or
assistant secretary
of the Owner
Trustee of Party B
certifying the name
and true signature
of each person
authorized to
execute this
Agreement and enter
into Transactions
for Party B.
	 	Upon execution of
this Agreement.
	 	Yes
	 
	 	 	 	 	 	 
	Party B

	 	Copy of executed
Sale and Servicing
Agreement.
	 	Upon execution of
such Agreement.
	 	Yes
	 
	 	 	 	 	 	 
	Party A

	 	Financial data
relating to Party
A, as required
pursuant to Part
5(t) of this
Schedule.
	 	As required
pursuant to Part
5(t) of this
Schedule.
	 	Yes
	 
	 	 	 	 	 	 





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	 	 	 	 	 	 	Covered by Section
	Party required to	 	Form/Document/	 	Date by which to be	 	3(d) Representation
	deliver document	 	Certificate	 	delivered	 	of this Agreement*
	Party A

	 	Executed
Indemnification and
Disclosure
Agreement, among
Party A, VW Credit,
Inc. and Volkswagen
Auto Lease/Loan
Underwritten
Funding, LLC,
relating to Party
A’s furnished
information for use
in the Prospectus
and other matters.
	 	Upon or prior to
execution of this
Agreement
	 	Yes








 




			
	*	 	For purposes of Section 3(d) of this Agreement, the following shall be added immediately prior
to the period at the end thereof: “; provided, however, that in the case of
financial statements delivered by either party, the only representation being made by either party
is that such financial statements give a fair view of the state of affairs of the relevant entity
to which they relate as at the date of such financial statements.”




8









 










Part 4. Miscellaneous.





	(a)	 	Addresses for Notices. For the purpose of Section 12(a) of this Agreement:





	 	 	 
	Address for notices or communications to Party A:
	 
	 	 
	Address:

	 	452 5th Avenue

New York, New York 10018
	 
	 	 
	Attention:

	 	Christian McGreevy
	Facsimile No.:

	 	(212) 525-5517
	Telephone No.:

	 	(212) 525-8710
	 
	 	 
	Address for notices or communications to Party B:
	 
	 	 
	Address:

	 	c/o Deutsche Bank Trust Company Delaware

1011 Centre Road, 2nd Floor

Wilmington, Delaware 19805
	 
	 	 
	Attention:

	 	Elizabeth Ferry

Facsimile No.: (302) 636-3399
	 
	 	 
	With a copy to:
	 	 
	 
	 	 
	Address:

	 	VW Credit, Inc.
	 

	 	2200 Ferdinand Porsche Drive
	 

	 	Herndon, Virginia 20171
	 

	 	Attention: Treasurer
	 

	 	Facsimile No: (703) 364-7077
	 

	 	Telephone No: (703) 364-7000
	 
	 	 
	With a copy to the Indenture Trustee at:
	 
	 	 
	Address:

	 	     388 Greenwich Street, 14th Floor

     New York, New York 10013
	 
	 	 
	 

	 	Facsimile No.: (212) 816-5527







	(b)	 	Process Agent. For the purpose of Section 13(c) of this Agreement:
	 
	 	 	Party A appoints as its Process Agent: Not applicable
	 
	 	 	Party B appoints as its Process Agent: Not applicable
	 
	(c)	 	Offices. The provisions of Section 10(a) of this Agreement will apply to this Agreement.
	 
	(d)	 	Multibranch Party. For the purpose of Section 10(c) of this Agreement:
	 
	 	 	Party A is not a Multibranch Party.




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	 	 	Party B is not a Multibranch Party.
	 
	(e)	 	Calculation Agent. The Calculation Agent is Party A, unless otherwise specified in a
Confirmation in relation to the relevant Transaction; provided, however, if an Event of
Default has occurred with respect to Party A, Party B shall be the Calculation Agent.
	 
	(f)	 	Credit Support Document. Details of any Credit Support Document:






			
	With respect to Party A:	 	The Credit Support Annex and any Eligible Guarantee in
support of Party A’s obligations under this Agreement






			
	With respect to Party B:	 	The Credit Support Annex solely with respect to Party
B’s obligations under paragraph 3(b) of the Credit Support Annex






	(g)	 	Credit Support Provider. Credit Support Provider means in relation to:






			
	Party A:	 	The guarantor under any Eligible Guarantee in
support of Party A’s obligations under this Agreement.






			
	Party B:	 	Not applicable.






	(h)	 	Governing Law. This Agreement will be governed by and construed in accordance with the laws
of the State of New York (without reference to choice of laws doctrine except Section 5-1401
and Section 5-1402 of the New York General Obligation Law).
	 
	(i)	 	Netting of Payments. The limitation set forth in Section 2(c)(ii) of this Agreement will
apply and therefore the netting in Section 2(c) of this Agreement will be limited to the same
Transaction.
	 
	(j)	 	“Affiliate” will have the meaning specified in Section 14 of this Agreement, except that with
respect to Section 3(c), Party A and Party B will be deemed to have no Affiliates.
	 
	(k)	 	No Gross Up by Party B.





      (i) Section 2(d)(i)(4) is hereby deleted and replaced by the following:




     “(4) (A) If Party A is the party so required to deduct or withhold, then Party A
shall make such additional payment as is necessary to ensure that the net amount actually
received by Party B (free and clear of all Taxes, whether assessed against it or Party B)
will equal the full amount Party B would have received had no such deduction or
withholding been required; and




     (B) if Party B is the party so required to deduct or withhold, then Party B shall
make the relevant payment subject to such deduction or withholding and Party B will not be
required to gross up.




For the avoidance of doubt, the fact that any payment is made by Party B subject to the
provisions of (B) above shall at no time affect the obligations of Party A under (A)
above.”



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(ii) Indemnifiable Tax. Notwithstanding the definition of “Indemnifiable Tax” in Section
14 of this Agreement, all Taxes in relation to payments by Party A shall be Indemnifiable
Taxes and in relation to payments by Party B, no Tax shall be an Indemnifiable Tax.



Part 5. Other Provisions.





	(a)	 	ISDA Definitions
	 
	 	 	The definitions and provisions contained in the 2006 ISDA Definitions (the “2006
Definitions”) as published by the International Swaps and Derivatives Association, Inc.
are incorporated by reference into this Agreement. The Agreement and each Transaction
will be governed by the 2006 Definitions as they may be officially amended and
supplemented from time to time by ISDA.
	 
	 	 	For the sake of clarity, unless otherwise specified in this Agreement, the following
documents shall govern in the order in which they are listed in the event of any
inconsistency between any of the documents:






	 	(i)	 	the Confirmation;
	 
	 	(ii)	 	the Schedule;
	 
	 	(iii)	 	the 2006 Definitions; and
	 
	 	(iv)	 	the printed form of ISDA Master Agreement.






	(b)	 	Relationship Between Parties
	 
	 	 	Each party will be deemed to represent to the other party on the date on which it enters
into a Transaction that (absent a written agreement between the parties that expressly
imposes affirmative obligations to the contrary for the Transaction):






(i) Non-Reliance. It is acting for its own account, and it has made its own independent
decisions to enter into that Transaction and as to whether that Transaction is appropriate
or proper for it based upon its own judgement and upon advice from such advisors as it has
deemed necessary. It is not relying on any communication (written or oral) of the other
party as investment advice or as a recommendation to enter into that Transaction; it being
understood that information and explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a recommendation to enter into
that Transaction. It has not received from the other party any assurance or guarantee as
to the expected results of that Transaction.




(ii) Assessment and Understanding. It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional advice), and
understands and accepts, the terms, conditions and risks of that Transaction. It is also
capable of assuming, and assumes, the risks of that Transaction.




(iii) Status of Parties. Each party is acting as principal and not as agent and the other
party is not acting as a fiduciary for or as an advisor to it in respect of that
Transaction.




(iv) Eligible Contract Participant. It is an “eligible contract participant” as defined
in Section 1a(12) of the U.S. Commodity Exchange Act, 7 U.S.C. Section 1a(12).



11









 






(v) FDIC Requirements. If it is a bank subject to the requirements of 12 U.S.C. §
1823(e), the necessary action to authorize referred to in the representation in Section
3(a)(ii) includes all authorizations required under the Federal Deposit Insurance Act as
amended, including amendments effected by the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, and under any agreement, writ, decree, or order entered into with
such party’s supervisory authorities. At all times during the term of this Agreement,
such party will continuously include and maintain as part of its official written books
and records this Agreement, this Schedule and all other exhibits, supplements, and
attachments hereto and documents incorporated by reference herein, all Confirmations, and
evidence of all necessary authorizations.




(vi) ERISA. Party A continuously represents that it is not (i) an employee benefit plan as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), subject to Title 1 of ERISA or a “plan” that is subject to Section 4975 of the
Internal Revenue Code of 1986, as amended (collectively, a “Plan”), (ii) a person or
entity acting on behalf of a Plan or (iii) a person or entity the assets of which
constitute “plan assets” under ERISA. Party A will provide notice to the other party in
the event that it is aware that it is in breach of any aspect of this representation or is
aware that with the passing of time, giving of notice or expiry of any applicable grace
period, it will breach this representation.




	(c)	 	Waiver of Jury Trial. Each party hereby irrevocably waives any and all rights to trial by
jury with respect to any legal proceeding arising out of or relating to this Agreement or any
Transaction contemplated hereby.
	 
	(d)	 	Severability. Any provision of this Agreement which 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 of the Agreement or
affecting the validity or enforceability of such provision in any other jurisdiction unless
such severance shall substantially impair the benefits of the remaining portions of this
Agreement or changes the reciprocal obligations of the parties. The parties hereto shall
endeavour in good faith negotiations to replace the prohibited or unenforceable provision with
a valid provision, the economic effect of which comes as close as possible to that of the
prohibited or unenforceable provision.
	 
	(e)	 	Transfers. Notwithstanding the provisions of Section 7:






(i) No transfer by Party A of this Agreement or any interest or obligation in or of Party
A under this Agreement shall be effective unless:




	 	(A)	 	Party B consents to such transferee;
	 
	 	(B)	 	The Rating Agency Condition shall have been satisfied; provided
that, with respect to S&P, the Rating Agency Condition need not be satisfied if
such transfer has identical terms and the assignee has Rated Debt and no
adverse tax consequences to Party B have occurred; provided, further, that the
Rating Agencies will be notified of such transfer;
	 
	 	(C)	 	Party A shall have given Party B, the Servicer and the
Indenture Trustee prior written notice of the proposed transfer; and




12









 






	 	(D)	 	such transfer otherwise complies with the terms of the
Indenture and the other Transaction Documents.






(ii) Except to the extent contemplated by the Indenture, neither this Agreement nor any
interest in or under this Agreement may be transferred by Party B to any other entity save
with Party A’s prior written consent (such consent not to be unreasonably withheld or
delayed).




(iii) Paragraphs (i) and (ii) above are subject to the following exceptions:




(A) a party may make such a transfer of this Agreement without
prior notice to any party pursuant to a consolidation or amalgamation with, or
merger with or into, or transfer of all or substantially all its assets to,
another entity (but without prejudice to any other right or remedy under this
Agreement); or




(B) a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e) without prior notice
to any party.




(iv) If an Eligible Replacement has made a Firm Offer (which remains an offer that will
become legally binding upon acceptance by Party B) to be the transferee pursuant to a
Permitted Transfer, Party B shall, at Party A’s written request and at Party A’s expense,
take any reasonable steps required to be taken by Party B to effect such transfer.




	(f)	 	Permitted Security Interest. For purposes of Section 7 of this Agreement, Party A hereby
consents to the Permitted Security Interest.
	 
	 	 	“Permitted Security Interest” means the pledge and assignment by Party B of the Swap
Collateral to the Indenture Trustee pursuant to the Indenture, and the granting to the
Indenture Trustee of a security interest in the Swap Collateral pursuant to the Indenture.
	 
	 	 	“Swap Collateral” means all right, title and interest of Party B in this Agreement, each
Transaction hereunder, and all present and future amounts payable by Party A to Party B
under or in connection with this Agreement or any Transaction governed by this Agreement,
including, without limitation, any transfer or termination of any such Transaction.
	 
	 	 	“Indenture Trustee” means Citibank, N.A. or any successor, acting as Indenture Trustee
pursuant to the Indenture.
	 
	(g)	 	Absence of Certain Events. Section 3(b) of this Agreement is hereby amended by inserting the
parenthetical “(with respect to Party A only)” immediately after the phrase “No Event of
Default or”.
	 
	(h)	 	Events of Default. Section 5(a)(i) of this Agreement is hereby amended by the addition of
the following at the end thereof:
	 
	 	 	“, it being understood that amounts payable by Party B are not due except to the extent
set forth in Section 4.4(a) of the Sale and Servicing Agreement.”
	 
	(i)	 	No Set-Off. Party A and Party B hereby waive any and all right of set-off with respect to
any amounts due under this Agreement or any Transaction, provided that nothing herein shall be




13









 












	 	 	construed to waive or otherwise limit the netting provisions contained in Section 2(c) of this
Agreement or Paragraph 8 of the Credit Support Annex.
	 
	(j)	 	Indenture. Party B hereby acknowledges that Party A is a secured party under the Indenture
with respect to this Agreement, and Party B agrees for the benefit of Party A that it will not
amend the Indenture in a manner which materially and adversely affects the rights or
obligations of Party A under the Indenture unless Party A shall have consented in writing to
such action; provided, however, that such consent shall not be unreasonably withheld or
delayed.
	 
	(k)	 	No Recourse. The liability of Party B to Party A hereunder is limited in recourse solely to
the amounts payable to Party A from the Available Funds, Advances made on such Payment Date
and the Reserve Account Draw Amount in accordance with the priority of payments set forth in
Section 4.4(a) of the Sale and Servicing Agreement. This section shall survive the
termination of this Agreement.
	 
	(l)	 	No Petition. Party A hereby covenants and agrees that prior to the date which is one year
(or, if longer, the applicable preference period) 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) it shall not authorize any Bankruptcy Remote Party to commence a
voluntary winding-up or other voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction
or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or
other similar official with respect to such Bankruptcy Remote Party or any substantial part of
its property or to consent to any such relief or to the appointment of or taking possession by
any such official in an involuntary case or other proceeding commenced against such Bankruptcy
Remote Party, or to make a general assignment for the benefit of any party hereto or any other
creditor of such Bankruptcy Remote Party, and (ii) it 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. This section shall survive the termination of this Agreement.
	 
	 	 	As used above, “Bankruptcy Remote Party” means Volkswagen Auto Lease/Loan Underwritten
Funding, LLC and Party B.
	 
	(m)	 	Confirmation. Each party acknowledges and agrees that the Confirmations executed as of the
date hereof and with Transaction Reference Numbers 514233HN and 514236HN shall be the only
Transactions governed by this Agreement (it being understood that, in the event such
Confirmation shall be amended (in any respect), such amendment shall not constitute (for
purposes of this paragraph) a separate Transaction or a separate Confirmation. Party A and
Party B shall not enter into any additional Confirmation or Transaction hereunder.
	 
	(n)	 	Potential Events of Default. Section 2(a)(iii) is amended by the deletion of the words “or
Potential Event of Default”.




14









 






	(o)	 	Limitation of Liability. Notwithstanding anything contained herein to the contrary, in
executing this Agreement (including the Schedule, Credit Support Annex and each Confirmation)
on behalf of Party B, Deutsche Bank Trust Company Delaware (the “Owner Trustee”) is acting
solely in its capacity as owner trustee of Party B, and not in its individual capacity, and in
no event shall Deutsche Bank Trust Company Delaware, in its individual capacity, have any
liability for the representations, warranties, covenants, agreements or other obligations of
Party B hereunder, for which recourse shall be had solely to the assets of Party B.
	 
	(p)	 	S&P Downgrade of Party A. In the event that the Relevant Entity’s short-term unsecured and
unsubordinated debt rating is downgraded below “A-1” by S&P (or if its short-term rating is
not available by S&P, in the event that its long-term unsecured and unsubordinated debt rating
is downgraded below “A+” by S&P) (a “S&P Ratings Downgrade”), Party A shall within two (2)
Local Business Days following the date of such S&P Ratings Downgrade, give Party B, the
Servicer and the Indenture Trustee written notice of the occurrence of such S&P Ratings
Downgrade and each Business Day following such occurrence (i) comply with the terms of the
Credit Support Annex and (ii) within 60 days of the date of the S&P Ratings Downgrade, in
addition to posting collateral pursuant to the Credit Support Annex (x) transfer (at its own
cost) Party A’s rights and obligations hereunder to an Eligible Replacement in accordance with
Part 5(e) of this Schedule or (y) obtain (at Party A’s expense) an Eligible Guarantee or other
similar assurance in respect of Party A’s obligations under this Agreement that satisfies the
Rating Agency Condition.
	 
	(q)	 	Definitions.






Reference is made to that certain Sale and Servicing Agreement dated as of December 29,
2008 (the “Sale and Servicing Agreement”) among Party B as the Issuer, Volkswagen Auto
Lease/Loan Underwritten Funding, LLC, VW Credit, Inc. and Citibank, N.A., as Indenture
Trustee. Capitalized terms used but not defined in this Agreement or this Schedule will
have the meanings ascribed to them in the Sale and Servicing Agreement.




(ii) As used herein:




“Credit Support Annex” means the 1994 ISDA Credit Support Annex between Party A and Party
B dated as of the date hereof.




“Depositor” means Volkswagen Auto Lease/Loan Underwritten Funding, LLC.




“Eligible Collateral” has the meaning set forth in the Credit Support Annex.




“Eligible Guarantee” means an unconditional and irrevocable guarantee that is provided by
a guarantor that has Rated Debt with respect to S&P and with the Moody’s First Trigger
Required Ratings as principal debtor rather than surety and is directly enforceable by
Party B, the form and substance of which guarantee are subject to the Rating Agency
Condition, where either (A) a law firm has given a legal opinion confirming that none of
the guarantor’s payments to Party B under such guarantee will be subject to withholding
for tax or (B) such guarantee provides that, in the event that any of such guarantor’s
payments to Party B are
subject to withholding for tax, such guarantor is required to pay such additional amount
as is necessary to ensure that the net amount actually received by Party B (free and clear
of any withholding tax) will equal the full amount Party B would have received had no such
withholding been required.



15









 






“Eligible Replacement” means an entity (A)(i) with the Moody’s First Trigger Required
Ratings and that has Rated Debt with respect to S&P that is the subject of a legal opinion
given by a law firm confirming that none of its payments to Party B will be subject to
withholding for tax or (ii) whose present and future obligations owing to Party B are
guaranteed pursuant to an Eligible Guarantee provided by a guarantor that has Rated Debt
with respect to S&P and with the Moody’s First Trigger Required Ratings and (B) could
become a party to this Agreement (or party to an agreement in form and substance
satisfactory to Party B, the Servicer and the Indenture Trustee) in accordance with Part
5(e) of this Schedule and pursuant to documentation which would not be less favorable to
Party B than this Agreement.




“Firm Offer” means an offer which, when made, was capable of becoming legally binding upon
acceptance.




“Free Writing Prospectus” means any free writing prospectus prepared in connection with
the public offering of the Notes.




“Moody’s” means Moody’s Investors Service, Inc. or its successor.




“Moody’s Short-term Rating” means a rating assigned by Moody’s under its short-term rating
scale in respect of an entity’s short-term, unsecured and unsubordinated debt obligations.




“Notes” mean the asset-backed notes issued by Party B under the Indenture.




“Preliminary Prospectus Supplement” means any preliminary prospectus supplement prepared
in connection with the public offering and sale of the Notes.




“Prospectus Supplement” means any prospectus supplement prepared in connection with the
public offering and sale of the Notes.




“Rated Debt” means, with respect to an entity, in the case of S&P, (i) S&P assigns a
short-term debt rating equal to or higher than “A-1” to such entity or (ii) S&P assigns a
long-term debt rating equal to or higher than “A+” to such entity (if the entity only has
a long-term debt rating).




“Rating Agencies” means S&P and Moody’s.




“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 clause
(b), Moody’s has no duty to review any notice given with respect to any event, and it
is understood that Moody’s may not actually review notices received by it prior to or
after the expiration of the ten (10) day period described in clause(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



16









 







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.




“Relevant Entities” means Party A and any guarantor under an Eligible Guarantee in
respect of all of Party A’s present and future obligations under this Agreement.




“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies Inc. or its
successor.




“Servicer” means VW Credit, Inc. or its successor.




	(r)	 	Amendments. Section 9(b) of this Agreement is hereby amended by inserting the following at the end thereof:






it being a further condition to any such amendment or modification that the Rating Agency
Condition shall have been satisfied.



(s) Regulation AB Financial Disclosure.




Subject to the last two paragraphs of this clause (t), so long as Party B, the Depositor
or any of such parties’ Affiliates (collectively, “Volkswagen”) shall file reports in
respect of the Notes with the Securities and Exchange Commission (the “SEC”) pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), Party A agrees to Deliver within ten (10) calendar days of receipt of a written
request therefor by Party B or the Depositor, such information relating to Party A as may
be necessary to enable Volkswagen to comply with any SEC disclosure requirements,
including without limitation information concerning Party A required by Item 1115 of
Regulation AB and Forms 8-K, 10-D and 10-K and any information to be provided pursuant to
or in accordance with any SEC comments to any of the foregoing; it being understood that
Volkswagen shall not be required to voluntarily suspend its reporting obligation with
respect to the Notes at any time. To the extent necessary to comply with Regulation AB,
Party A shall obtain any necessary auditor’s consents required under the Exchange Act or
the Securities Act related to any financial statements of Party A required to be
incorporated by reference into any Free Writing Prospectus, Preliminary Prospectus
Supplement or Prospectus Supplement or report filed by Volkswagen with the SEC and
promptly to forward to the Depositor any such auditor consents obtained. The information
provided, or authorized to be incorporated by reference, by Party A pursuant to this Part
5(t) is referred to as the “Additional Information.”




For the purpose of this Part 5(t):




“Deliver” includes actual delivery or transmission of information in an EDGAR-compatible
format or, in the case of any financial information required to be delivered pursuant to
Item 1115 of Regulation AB and Forms 8-K, 10-D and 10-K, making such financial information
available in an EDGAR-compatible format for incorporation by reference to the extent
permitted by Regulation AB, together with actual delivery of all necessary auditor’s
consents.




“EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval system.



17









 






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




If at any time during a period that reports are being filed with respect to Party B and
the Notes in accordance with the Exchange Act and the rules and regulations of the SEC, as
reasonably calculated by the Depositor, the “significance percentage” of this Agreement
for any class of the Notes is 8% or more, Party A shall within five (5) Local Business
Days following receipt of request therefor demonstrate to the satisfaction of the
Depositor that it is able to provide the Additional Information required under Item
1115(b)(1) of Regulation AB for Party A. If Party A is unable to satisfy the Depositor as
to its ability to provide such information, Party A shall within five (5) Local Business
Days following receipt of request therefor, at the sole expense of Party A, without any
expense or liability to the Depositor or Party B, either (i) post Eligible Collateral, in
form, substance and amount satisfactory to the Depositor, or (ii) cause an Eligible
Replacement (which satisfies the Rating Agency Condition and any other requirements of
this Agreement, including the requirement to deliver the indemnification and contribution
agreement referred to in Part 3(b)) to replace Party A as party to this Agreement that has
agreed to Deliver any information, report, certification or accountants’ consent when and
as required under this Part 5(t) hereof. 




If at any time during a period that reports are being filed with respect to Party B and
the Notes in accordance with the Exchange Act and the rules and regulations of the SEC, as
reasonably calculated by the Depositor, the “significance percentage” of this Agreement
for any class of the Notes is 18% or more, Party A shall within five (5) Local Business
Days following receipt of request therefor demonstrate to the satisfaction of the
Depositor that it is able to provide the Additional Information required under Item
1115(b)(2) of Regulation AB for Party A. If Party A is unable to satisfy the Depositor as
to its ability to provide such information, Party A shall within five (5) Local Business
Days following receipt of request therefor, at the sole expense of Party A, without any
expense or liability to the Depositor or Party B, cause an Eligible Replacement (which
satisfies the Rating Agency Condition and any other requirements of this Agreement,
including the requirement to deliver the indemnification and contribution agreement
referred to in Part 3(b)) to replace Party A as party to this Agreement that has agreed to
Deliver any information, report, certification or accountants’ consent when and as
required under this Part 5(t) hereof.



[signature page follows]




18









 





	 	 	 	 	 
	 	VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2

 	 
	 	By:  	Deutsche Bank Trust Company Delaware, not in
 	 
	 	its individual capacity but solely as owner trustee	
 	 
	 	 	 
	 	By:  	                                                /s/ Michele HY Voon
 	 
	 	 	Name:  	Michele HY Voon 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	 	 
	 	By:  	                                                /s/ Mark DiGiacomo
 	 
	 	 	Name:  	Mark DiGiacomo 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	HSBC BANK USA, N.A.

 	 
	 	By:  	/s/ Sandra Nicotra
 	 
	 	 	Name:  	Sandra Nicotra 	 
	 	 	Title:  	Senior Vice President 	 
	 



VALET 2008-2 Swap Schedule