exv10w2



 







Exhibit 10.2




 





VW CREDIT LEASING, LTD.,




U.S. BANK NATIONAL ASSOCIATION,

Not in its Individual Capacity

but Solely as SUBI Trustee,




and




VW CREDIT, INC.,

as Servicer




TRANSACTION SUBI SUPPLEMENT 2006-A TO

SERVICING AGREEMENT




Dated as of August 3, 2006




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE V DEFINITIONS
	 	 	2	 
	Section 5.1 Definitions
	 	 	2	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SERVICER
	 	 	3	 
	Section 6.1 Existence and Power
	 	 	3	 
	Section 6.2 Authorization and No Contravention
	 	 	3	 
	Section 6.3 No Consent Required
	 	 	3	 
	Section 6.4 Binding Effect
	 	 	3	 
	Section 6.5 Accuracy of Information
	 	 	3	 
	Section 6.6 No Proceedings
	 	 	3	 
	ARTICLE VII
 SPECIFIC REQUIREMENTS FOR ADMINISTRATION AND SERVICING OF THE TRANSACTION SUBI
PORTFOLIO
	 	 	4	 
	Section 7.1 Appointment of Servicer
	 	 	4	 
	Section 7.2 Servicer Bound by Servicing Agreement
	 	 	4	 
	Section 7.3 Application of Proceeds
	 	 	5	 
	Section 7.4 Servicer Certificate
	 	 	5	 
	Section 7.5 Servicer Fee
	 	 	6	 
	Section 7.6 Insurance Lapses; Repairs
	 	 	6	 
	Section 7.7 Licensing of Origination Trust
	 	 	6	 
	Section 7.8 Servicer Advances
	 	 	6	 
	Section 7.9 Payment of Fees and Expenses; Indemnity for Taxes
	 	 	6	 
	Section 7.10 Annual Independent Public Accountants’ Servicing Report
	 	 	6	 
	Section 7.11 Annual Officer’s Certificate; Annual ERISA Certification
	 	 	7	 
	Section 7.12 Postmaturity Term Extension
	 	 	7	 
	Section 7.13 Insurance Policies; Additional Insureds
	 	 	7	 
	Section 7.14 Security Deposits
	 	 	7	 
	Section 7.15 Pull-Ahead and Other Early Termination Marketing Programs
	 	 	8	 
	Section 7.16 1934 Act Filings
	 	 	8	 
	ARTICLE VIII TERMINATION OF SERVICER
	 	 	8	 
	Section 8.1 Termination of Servicer as to Transaction SUBI Portfolio
	 	 	8	 
	Section 8.2 No Effect on Other Parties
	 	 	9	 






-i-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE IX MISCELLANEOUS
	 	 	9	 
	Section 9.1 Amendment
	 	 	9	 
	Section 9.2 Governing Law
	 	 	10	 
	Section 9.3 Notices
	 	 	11	 
	Section 9.4 Third-Party Beneficiaries
	 	 	11	 
	Section 9.5 Severability
	 	 	11	 
	Section 9.6 Binding Effect
	 	 	11	 
	Section 9.7 Article and Section Headings
	 	 	11	 
	Section 9.8 Execution in Counterparts
	 	 	11	 
	Section 9.9 Further Assurances
	 	 	11	 
	Section 9.10 Each SUBI Separate; Assignees of SUBI
	 	 	11	 
	Section 9.11 No Petition
	 	 	12	 
	Section 9.12 Submission to Jurisdiction; Waiver of Jury Trial
	 	 	12	 
	Section 9.13 Limitation of Liability of U.S. Bank
	 	 	13	 
	Section 9.14 Information Requests
	 	 	13	 
	Section 9.15 Regulation AB
	 	 	13	 





EXHIBIT A — Form of Annual Officer’s Certificate



EXHIBIT B Form of Annual ERISA and Texas Margin Tax Certification




-ii-









 








TRANSACTION SUBI SUPPLEMENT 2006-A TO

SERVICING AGREEMENT




     THIS TRANSACTION SUBI SUPPLEMENT 2006-A TO SERVICING AGREEMENT (as amended, modified or
supplemented from time to time, the “Transaction SUBI Servicing Supplement”), dated as of
August 3, 2006, is among VW CREDIT LEASING, LTD., a Delaware statutory trust (the “Origination
Trust”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as successor to U.S.
Bank Trust National Association, not in its individual capacity but solely as a SUBI Trustee
(hereinafter, together with its successors and assigns, the “SUBI Trustee”) of the
Origination Trust, and VW CREDIT, INC., a Delaware corporation (“VCI”), as Servicer (in
such capacity, the “Servicer”).



RECITALS




     A. VCI (in its capacity as settlor, the “Settlor”), Wilmington Trust Company, as
Delaware Trustee (the “Delaware Trustee”), and U.S. Bank National Association, as successor
to U.S. Bank Trust National Association, as Administrative Trustee and UTI Trustee (in such
capacity, together with any successor or permitted assign, the “Administrative Trustee” and
the “UTI Trustee”, respectively; collectively with the Delaware Trustee and the SUBI
Trustee, the “Origination Trustees”) have entered into that certain Trust Agreement dated
as of June 2, 1999 (as modified, supplemented or amended from time to time, the “Origination
Trust Agreement”) pursuant to which the Settlor formed the Origination Trust for the purpose of
acting as agent and nominee owner of various Origination Trust Assets in accordance with the
Origination Trust Agreement.



     B. The Origination Trust and the Servicer also have entered into that certain Servicing
Agreement dated as of June 22, 1999, as amended and restated as of December 21, 2000 (as modified,
supplemented or amended from time to time, the “Servicing Agreement”), which provides,
among other things, for the servicing of the Origination Trust Assets by the Servicer.



     C. The Origination Trust Agreement contemplates that from time to time the UTI Trustee, on
behalf of the Origination Trust and at the direction of the Initial Beneficiary, will identify and
allocate on the Origination Trust’s books and records certain Origination Trust Assets within
separate SUBI Portfolios and create and issue to the Initial Beneficiary separate special units of
beneficial interest in the Origination Trust or “SUBIs”, the beneficiary or beneficiaries
of which will hold an exclusive 100% beneficial ownership interest in the related SUBI Portfolios,
all as set forth in the Origination Trust Agreement.



     D. Concurrently herewith, Volkswagen Auto Lease Underwritten Funding, LLC (the
“Transferor”) will purchase the Transaction SUBI and the Transaction SUBI Certificate from
VCI and the Issuer will purchase the Transaction SUBI Certificate from the Transferor. The Issuer
is expected to fund such purchase from proceeds of the issuance of the Notes and Certificates.



     E. Concurrently herewith, Volkswagen Auto Lease Trust 2006-A, a Delaware statutory trust (the
“Issuer”), is entering into an asset-backed financing transaction pursuant to,



Transaction SUBI Servicing Supplement




 









 







among other agreements, an indenture (the “Indenture”) with Citibank, N.A., as
indenture trustee (the “Indenture Trustee”), pursuant to which the Issuer will issue
asset-backed notes and will grant a security interest to the Indenture Trustee in certain of its
assets.




     F. Concurrently herewith, the Initial Beneficiary, the UTI Trustee, the Administrative Trustee
and the SUBI Trustee are entering into that certain Transaction SUBI Supplement 2006-A to
Origination Trust Agreement (as amended, modified or supplemented from time to time, the
“Transaction SUBI Supplement”) to supplement the terms of the Origination Trust Agreement
(i) to cause the UTI Trustee to identify and allocate Origination Trust Assets to a particular SUBI
Portfolio (the “Transaction SUBI Portfolio”), which shall consist of Origination Trust
Assets which shall constitute SUBI Assets, and (ii) to create and issue to VCI a SUBI Certificate
(such SUBI Certificate, together with any replacements thereof, the “Transaction SUBI
Certificate”), that will evidence the entire beneficial ownership interest in the related SUBI
Portfolio (the “Transaction SUBI”) including the Transaction Vehicles, with the Origination
Trust continuing to hold record title to the Transaction Vehicles as agent and nominee for the
holder of the Transaction SUBI Certificate, and (iii) to set forth the terms and conditions
thereof.



     G. Concurrently herewith, the UTI Trustee, on behalf of the Origination Trust and at the
direction of the Initial Beneficiary, is issuing to VCI the Transaction SUBI Certificate,
representing all of the Initial Beneficiary’s right, title and interest in and to the Transaction
SUBI, and the right to realize on any property that may be included in the Transaction SUBI
Portfolio, and all proceeds thereof.



     H. The Origination Trust desires to retain the Servicer to provide certain services with
respect to the Transaction SUBI Portfolio beneficially owned by the Issuer, and the parties hereto
desire, pursuant to this Transaction SUBI Servicing Supplement, to supplement the terms of the
Servicing Agreement insofar as they apply to the Transaction SUBI Portfolio, providing for specific
servicing obligations that will benefit the Issuer, as holder of the Transaction SUBI Certificate,
and the Indenture Trustee, as the pledgee of the Transaction SUBI Certificate on behalf of the
Noteholders.



          NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained and
in the Servicing Agreement, the parties hereto agree to the following supplemental obligations with
regard to the Transaction SUBI Portfolio:




ARTICLE V

DEFINITIONS




     Section 5.1 Definitions. For all purposes of this Transaction SUBI Servicing
Supplement, except as otherwise expressly provided or unless the context otherwise requires, (a)
unless otherwise defined herein, all capitalized terms used herein shall have the meanings
attributed to them (i) in Appendix A of the Indenture, (ii) if not defined therein, by the
Servicing Agreement, (iii) if not defined therein, by the Origination Trust Agreement, or (iv) if
not defined therein, by the Transaction SUBI Supplement, (b) the capitalized terms defined in this
Transaction SUBI Servicing Supplement have the meanings assigned to them in this Transaction SUBI
Servicing Supplement and include (i) all genders and (ii) the plural as well as the singular,



Transaction SUBI Servicing Supplement




2









 







(c) all references to words such as “herein”, “hereof” and the like shall refer to this
Transaction SUBI Servicing Supplement as a whole and not to any particular article or section
within this Transaction SUBI Servicing Supplement, (d) the term “include” and all variations
thereon shall mean “include without limitation”, and (e) the term “or” shall include “and/or”.




ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF SERVICER




     The Servicer represents and warrants to the Transferor, the Issuer and the Indenture Trustee
on behalf of the Noteholders as follows:



     Section 6.1 Existence and Power. The Servicer is a corporation, duly organized,
validly existing and in good standing under the laws of the State of Delaware and has all power and
authority required to carry on its business as it is now conducted. The Servicer has obtained all
necessary licenses and approvals in all jurisdictions where the failure to do so would materially
and adversely affect the business, properties, financial condition or results of operations of the
Servicer, taken as a whole.



     Section 6.2 Authorization and No Contravention. The execution, delivery and
performance by the Servicer of each Transaction Document to which it is a party (i) have been duly
authorized by all necessary corporate action and (ii) do not violate or constitute a default under
(A) any applicable law, rule or regulation, (B) its organizational instruments or (C) any
agreement, contract, order or other instrument to which it is a party or its property is subject
and (iii) will not result in any Adverse Claim on any Transaction Unit or Collection or give cause
for the acceleration of any indebtedness of the Servicer.



     Section 6.3 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 Servicer of any Transaction Document, other than UCC filings and other than
approvals and authorizations that have previously been obtained and filings which have previously
been made.



     Section 6.4 Binding Effect. Each Transaction Document to which the Servicer is a
party constitutes the legal, valid and binding obligation of the Servicer enforceable against the
Servicer in accordance with its terms, except as limited by bankruptcy, insolvency, or other
similar laws of general application relating to or affecting the enforcement of creditors’ rights
generally and subject to general principles of equity.



     Section 6.5 Accuracy of Information. All information heretofore furnished by or on
behalf of the Servicer in writing to the Agent for purposes of or in connection with this Agreement
or any transaction contemplated hereby is true and accurate in all material respects on and as of
the date such information was furnished (except to the extent that such furnished information
relates solely to an earlier date, in which case such information is true and accurate in all
material respects on and as of such earlier date).



     Section 6.6 No Proceedings. There is no action, suit, proceeding or investigation
pending or, to the knowledge of the Servicer, threatened against the Servicer which, either in any
one instance or in the aggregate, would result in any material adverse change in the
business,



Transaction SUBI Servicing Supplement




3









 







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




ARTICLE VII

SPECIFIC REQUIREMENTS FOR

ADMINISTRATION AND SERVICING OF THE

TRANSACTION SUBI PORTFOLIO




     Section 7.1 Appointment of Servicer.



          (a) The Servicer shall manage, service and administer the Transaction SUBI Assets, at its own
expense and for the benefit of each holder and pledgee of the Transaction SUBI, and shall make
collections on the Transaction Units in accordance with its Customary Servicing Practices in effect
from time to time, using the same degree of skill and attention that the Servicer exercises with
respect to all comparable retail automotive leases that it services for itself or others.




          (b) The Servicer may delegate its duties and obligations as Servicer in accordance with
Section 2.10 of the Servicing Agreement.




          (c) The Servicer is hereby authorized to commence, in its own name or in the name of the
Origination Trust, a legal proceeding (including a bankruptcy proceeding) relating to or involving
a Transaction Unit, a Lessee or a Leased Vehicle. If the Servicer shall commence a legal proceeding
to enforce a Transaction Unit, the Origination Trust shall thereupon be deemed to have
automatically assigned, solely for the purpose of collection, such Transaction Unit to the
Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may
not enforce a Transaction Unit on the ground that it is not a real party in interest or a holder
entitled to enforce such Transaction Unit, the Issuer shall, at the Servicer’s expense and
direction, take steps to enforce such Transaction Unit, including bringing suit in its name.




          (d) The Servicer shall account for the Transaction SUBI Portfolio separately from any other
SUBI Portfolio.




     Section 7.2 Servicer Bound by Servicing Agreement.



          (a) The Servicer shall continue to be bound by all provisions of the Servicing Agreement with
respect to the Transaction Units allocated to the Transaction SUBI Portfolio, including the
provisions of Article II thereof relating to the administration and servicing of Leases;
and the provisions set forth herein shall operate either as additions to or modifications of the
existing obligations of the Servicer under the Servicing Agreement, as the context may require. In
the event of any conflict between the provisions of this Transaction SUBI Servicing Supplement and
the Servicing Agreement with respect to the Transaction SUBI, the provisions of this Transaction
SUBI Servicing Supplement shall prevail.




Transaction SUBI Servicing Supplement




4









 








          (b) For purposes of determining the Servicer’s obligations with respect to the servicing of
the Transaction SUBI Portfolio under this Transaction SUBI Servicing Supplement, general references
in the Servicing Agreement to: (i) a SUBI Portfolio shall be deemed to refer more specifically to
the Transaction SUBI Portfolio; (ii) a SUBI Servicing Agreement Supplement shall be deemed to refer
more specifically to this Transaction SUBI Servicing Supplement; and (iii) a SUBI Supplement shall
be deemed to refer more specifically to the Transaction SUBI Supplement.




     Section 7.3 Application of Proceeds.



          (a) Prior to the satisfaction and discharge of the Indenture with respect to the Collateral,
the Servicer shall pay an amount equal to all Collections received in respect of the Transaction
SUBI during any Collection Period into the Collection Account on or prior to 11:00 a.m., New York
City time, on the following Payment Date; provided, however, that if the Monthly Remittance
Condition is not satisfied, the Servicer will be required to deposit an amount equal to all
Collections into the Collection Account within two Business Days after receipt (it being understood
that, with respect to Sales Proceeds, the Servicer shall be obligated to remit an amount equal to
Sales Proceeds into the Collection Account and shall not be obligated to remit the actual Sales
Proceeds but instead such actual Sales Proceeds shall be held by the Qualified Intermediary or in a
Qualified Intermediary Account which shall not constitute Collateral). The “Monthly Remittance
Condition” shall be deemed to be satisfied if (i) VCI is the Servicer, (ii) no Servicer
Replacement Event has occurred and is continuing, and (iii)(x) Volkswagen AG has a short-term debt
rating of at least “P-1” from Moody’s and “A-1” from Standard & Poor’s, (y) both Moody’s and
Standard & Poor’s are then rating a debt issuance of Volkswagen of America, Inc. or VCI (and, in
the case of VCI, such debt issuance is guaranteed by Volkswagen AG) and (z) VCI remains a direct or
indirect wholly-owned subsidiary of Volkswagen AG. Pending deposit into the Collection Account,
Collections may be used by the Servicer at its own risk and for its own benefit and will not be
segregated from its own funds.




          (b) After the satisfaction and discharge of the Indenture with respect to the Collateral, the
Servicer shall pay an amount equal to Collections in accordance with the instructions provided from
time to time by the holder of the Transaction SUBI Certificate.




          (c) Notwithstanding anything to the contrary contained in this Agreement, for so long as the
Monthly Remittance Condition has been satisfied, the Servicer shall be permitted to deposit into
the Collection Account only the net amount distributable to the Issuer, as holder of the
Transaction SUBI Certificate, on the Payment Date. The Servicer shall, however, account for all
Collections as if all of the deposits and distributions described herein were made individually.




     Section 7.4 Servicer Certificate. On each Determination Date prior to the
satisfaction and discharge of the Indenture with respect to the Collateral, the Servicer shall
deliver to the Indenture Trustee, the Issuer, the Administrator and each Paying Agent a Servicer
Certificate reflecting information as of the close of business of the Servicer for the immediately
preceding Collection Period containing the information described in Section 8.3(a) of the
Indenture. At the sole option of the Servicer, each Servicer Certificate may be delivered in
electronic or hard copy format.



Transaction SUBI Servicing Supplement




5









 








     Section 7.5 Servicer Fee. Notwithstanding anything to the contrary in Section
2.5 of the Servicing Agreement, on each Payment Date, the Issuer shall pay to the Servicer in
accordance with Section 8.4(a) of the Indenture the Servicing Fee for the immediately
preceding Collection Period as compensation for its services. In addition, the Servicer may retain
any Supplemental Servicing Fees.



     Section 7.6 Insurance Lapses; Repairs. The Servicer shall not be required to monitor
whether any Lessee has, and shall have no liability in the event that any Lessee fails to maintain
in full force and effect, a physical damage insurance policy covering any Transaction Unit or
naming the Origination Trust as loss payee. Without limiting the foregoing, in no event shall the
Servicer be obligated to perform or be liable for any repairs or maintenance with respect to any
Transaction Unit.



     Section 7.7 Licensing of Origination Trust. The Servicer shall cause the Origination
Trust to apply for and maintain at all times all licenses and permits necessary to carry on the
Origination Trust’s leasing business in each jurisdiction in which the Origination Trust operates,
except where the failure to have any license or permit would not materially and adversely affect
the business, properties, financial condition or results of operation of the Origination Trust,
taken as a whole.



     Section 7.8 Servicer Advances. On each Payment Date, the Servicer shall deposit into
the Collection Account prior to 11:00 a.m., New York City time, an advance in an amount equal to
the lesser of (a) any shortfall in the amounts available to make the payments in clauses
(i) through (iv) of Section 8.4(a) of the Indenture and (b) the aggregate
scheduled monthly lease payments due on Included Units but not received (or not received in full)
during and prior to the related Collection Period (an “Advance”); provided, however, that
the Servicer will not be obligated to make an Advance if the Servicer reasonably determines in its
sole discretion that such Advance is not likely to be repaid from future cash flows from the
Transaction SUBI Portfolio. No Advances will be made with respect to Defaulted Leases.
Notwithstanding the foregoing, following any replacement of VCI as Servicer pursuant to Section
8.1, the successor Servicer shall not be required to make any Advances.



     Section 7.9 Payment of Fees and Expenses; Indemnity for Taxes. The Servicer shall pay
all expenses incurred in connection with the administration and servicing of the Transaction SUBI
and the Transaction Units, including, without limitation, expenses incurred by it in connection
with its activities hereunder, including fees and disbursements of the SUBI Trustee, independent
accountants, taxes imposed on the Servicer and any SUBI Trustee indemnity claims. The Servicer
shall pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust
Estate.



     Section 7.10 Annual Independent Public Accountants’ Servicing Report. On or before
the 90th day following the end of each fiscal year, beginning with the fiscal year ending December
31, 2006, the Servicer shall cause a firm of independent registered public accountants (who may
also render other services to the Servicer, the Transferor or their respective Affiliates) to
furnish to the Indenture Trustee, the Servicer, the Transferor and each Rating Agency each
attestation report on assessments of compliance with the Servicing Criteria with respect to the
Servicer or any Affiliate thereof during the related fiscal year delivered by
such accountants



Transaction SUBI Servicing Supplement




6









 







pursuant to paragraph (c) of Rule 13a-18 or Rule 15d-18 of the Exchange Act
and Item 1122 of Regulation AB. The certification required by this paragraph may be replaced by
any similar certification using other procedures or attestation standards which are now or in the
future in use by servicers of comparable assets or which otherwise comply with any rule,
regulation, “no action” letter or similar guidance promulgated by the Commission.




     Section 7.11 Annual Officer’s Certificate; Annual ERISA Certification.



          (a) The Servicer will deliver to the Rating Agencies, the Issuer and the Indenture Trustee on
or before March 30 of each calendar year, beginning with March 30, 2007, an Officers’ Certificate
substantially in the form of Exhibit A providing such information as is required under Item
1123 of Regulation AB.




          (b) The Servicer will deliver to the Rating Agencies, the Issuer and the Indenture Trustee on
or before April 30 of each calendar year, beginning with April 30, 2007, an Officers’ Certificate
substantially in the form of Exhibit B with respect to the ERISA plans maintained or
sponsored by the Servicer or any of its ERISA Affiliates and with respect to filings and payments
in connection with the Texas Margin Tax.




          (c) The Servicer will deliver to the Issuer, on or before March 30 of each year, beginning on
March 30, 2007, a report regarding the Servicer’s assessment of compliance with the Servicing
Criteria during the immediately preceding calendar year including disclosure of any material
instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule
13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.




     Section 7.12 Postmaturity Term Extension. Consistent with its Customary Servicing
Practices, the Servicer may, in its discretion, grant a Postmaturity Term Extension with respect to
any Transaction Lease. If the Servicer grants a Postmaturity Term Extension with respect to a
Transaction Lease, then the Servicer shall direct the SUBI Trustee and the Servicer to reallocate
the Unit related to such Transaction Lease from the Transaction SUBI Portfolio to the UTI Portfolio
(if the Servicer is VCI) or to an Other SUBI designated by the Servicer (if the Servicer is not
VCI) on the Payment Date following the beginning of the Collection Period during which such
Postmaturity Term Extension was granted. In consideration for such reallocation, the Servicer
shall make a payment to the Issuer equal to the Securitization Value of such Unit as of the end of
the Collection Period preceding such Payment Date by depositing such amount into the Collection
Account prior to 11:00 a.m., New York City time, on such Payment Date.



     Section 7.13 Insurance Policies; Additional Insureds. The Servicer shall cause all
policies of insurance required to be maintained pursuant to Section 2.9 of the Servicing
Agreement to name the Transferor, the Issuer, the Owner Trustee and the Indenture Trustee as
additional insureds.



     Section 7.14 Security Deposits. In accordance with Section 2.4 of the
Servicing Agreement, on the Payment Date related to the Collection Period in which a Security
Deposit (as defined in the Servicing Agreement) becomes a Collection, the Servicer shall deposit
such amounts in the Collection Account.



Transaction SUBI Servicing Supplement




7









 








     Section 7.15 Pull-Ahead and Other Early Termination Marketing Programs. The Servicer
may, in its discretion, with respect to any Included Unit, permit the Lessee under the related
Lease to terminate such Lease prior to its scheduled termination date as part of a “pull-ahead” or
other marketing program; provided, however, that such early termination shall not be permitted
unless all Pull-Ahead Amounts due and payable by the Lessee under such Lease on or before the date
of such Lessee’s election to terminate the Lease have been paid by or on behalf of such Lessee and
are deposited in the Collection Account within the time period thereafter stated in Section
7.3 of this Transaction SUBI Servicing Supplement. Following such early termination, the
Servicer shall charge the related Lessee any applicable Excess Wear and Tear Charges and Excess
Mileage Charges in accordance with Customary Servicing Practices with respect to Leases that are
terminated early by the related Lessee in the absence of a “pull-ahead” or other marketing program.



     Section 7.16 1934 Act Filings. The Origination Trust hereby authorizes the Servicer
to prepare, sign, certify and file on behalf of the Origination Trust any and all reports,
statements and information respecting the Origination Trust required to be filed or made pursuant
to the Securities and Exchange Act of 1934, as amended, and the rules thereunder.



ARTICLE VIII

TERMINATION OF SERVICER




     Section 8.1 Termination of Servicer as to Transaction SUBI Portfolio.



          (a) Upon the occurrence and continuation of any Servicer Replacement Event, the Servicer shall
provide to the Indenture Trustee, the Issuer, the Administrator and each Rating Agency prompt
notice specifying such Servicer Replacement Event, together with a description of its efforts to
perform its obligations. The Servicer may not resign except in accordance with Section
2.10(a) of the Servicing Agreement.




          (b) If a Servicer Replacement Event shall have occurred and be continuing, the SUBI Trustee on
behalf of the holder of the Transaction SUBI Certificate, shall, at the direction of the Required
Related Holders, by notice given to the Servicer, the Issuer, the Indenture Trustee, the
Administrator and each Rating Agency, terminate the rights and obligations of the Servicer under
this Transaction SUBI Servicing Supplement and the Servicing Agreement with respect to the
Transaction SUBI and the Included Units. In the event the Servicer is removed or resigns as
Servicer with respect to servicing the Transaction SUBI Assets, the Required Related Holders shall
appoint a successor Servicer. With respect to any Servicer Replacement Event, the SUBI Trustee,
acting on the direction of the Required Related Holders may waive any default of the Servicer. For
purposes of this Section, so long as the Lien of the Indenture is in place, the “Required
Related Holders” shall be deemed to be the Indenture Trustee, acting at the direction of the
Holders of not less than 66 2/3% of the Outstanding Notes and thereafter, the Issuer, acting at the
direction of the Majority Certificateholders.




          (c) If replaced, the Servicer agrees that it will use commercially reasonable efforts to
effect the orderly and efficient transfer of the servicing of the Transaction Units to a successor
Servicer.




Transaction SUBI Servicing Supplement




8









 








          (d) Upon the effectiveness of the assumption by the successor Servicer of its duties pursuant
to this Section 8.1, the successor Servicer shall be the successor in all respects to the
Servicer in its capacity as Servicer under the Servicing Agreement with respect to the Transaction
SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating
thereto, except with respect to the obligations of the predecessor Servicer that survive its
termination as Servicer as set forth in Section 8.1(e). No Servicer shall resign or be
relieved of its duties under the Servicing Agreement, as Servicer of the Transaction SUBI
Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed
the responsibilities and obligations of the resigning or terminated Servicer under this Transaction
SUBI Servicing Supplement. In the event of a replacement of VCI as Servicer, the Required Related
Holders shall cause the successor Servicer to agree to indemnify VCI against any losses,
liabilities, damages or expenses (including attorneys’ fees) as a result of the negligence or
willful misconduct of such successor Servicer. The predecessor Servicer shall be entitled to
receive reimbursement for any outstanding Advances made with respect to the Transaction Units to
the extent funds are available therefor in accordance with the Indenture.




          (e) No termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall
affect the obligations of the Servicer pursuant to Section 2.7(c) of the Servicing
Agreement; provided that following the replacement of the Servicer pursuant to this Section
8.1, such Servicer shall have no duties, responsibilities or other obligations hereunder with
respect to matters arising after such replacement.




     Section 8.2 No Effect on Other Parties. Upon any termination of the rights and powers
of the Servicer with respect to the Transaction SUBI Portfolio pursuant to Section 8.1
hereof, or upon any appointment of a successor Servicer with respect to the Transaction SUBI
Portfolio, all the rights, powers, duties and obligations of the Origination Trustees, the UTI
Holder and the Settlor under the Origination Trust Agreement, the Servicing Agreement, the
Transaction SUBI Supplement, any other SUBI Supplement, any other SUBI Servicing Agreement
Supplement or any other Origination Trust Document shall remain unaffected by such termination or
appointment and shall remain in full force and effect thereafter, except as otherwise expressly
provided herein or therein.



ARTICLE IX

MISCELLANEOUS




     Section 9.1 Amendment.



          (a) Notwithstanding any provision of the Servicing Agreement, the Servicing Agreement, as
supplemented by this Transaction SUBI Servicing Supplement, to the extent that it deals solely with
the Transaction SUBI and the Transaction SUBI Portfolio, may be amended in accordance with this
Section 9.1.




          (b) Any term or provision of the Servicing Agreement or this Transaction SUBI Servicing
Supplement may be amended by the Servicer, without the consent of any other Person; provided that
(i) any amendment that materially and adversely affects the interests of the Noteholders shall
require the consent of Noteholders evidencing not less than a majority of the aggregate outstanding
principal amount of the Outstanding Notes, voting as a single class, and




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(ii) any amendment that materially and adversely affects the interests of the Origination
Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the
Persons whose interests are materially and adversely affected. An amendment shall be deemed not to
materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is
satisfied with respect to such amendment.




          (c) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or
principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the
consent of the Holder of such Note, or (ii) reduce the percentage of the aggregate outstanding
principal amount of the Outstanding Notes, the Holders of which are required to consent to any
matter without the consent of the Holders of at least the percentage of the aggregate outstanding
principal amount of the Outstanding Notes which were required to consent to such matter before
giving effect to such amendment.




          (d) Notwithstanding anything herein to the contrary, any term or provision of this Transaction
SUBI Servicing Supplement may be amended by the Servicer without the consent of any of the
Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or
advisable in order to comply with or obtain more favorable treatment under or with respect to any
law or regulation or any accounting rule or principle (whether now or in the future in effect); it
being a condition to any such amendment that the Rating Agency Condition shall have been satisfied.




          (e) It shall not be necessary for the consent of any Person pursuant to this Section for such
Person to approve the particular form of any proposed amendment, but it shall be sufficient if such
Person consents to the substance thereof.




          (f) Prior to the execution of any amendment to this Transaction SUBI Servicing Supplement, the
Servicer shall provide each Rating Agency with written notice of the substance of such amendment.
No later than 10 Business Days after the execution of any amendment to this Transaction SUBI
Servicing Supplement, the Servicer shall furnish a copy of such amendment to each Rating Agency,
the Origination Trustees, the Owner Trustee and the Indenture Trustee.




          (g) Prior to the execution of any amendment to this Transaction SUBI Servicing Supplement, the
Owner Trustee, the Indenture Trustee and the Origination Trustees 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 the Servicing Agreement or this Transaction SUBI Servicing Supplement
and that all conditions precedent to the execution and delivery of such amendment have been
satisfied.




     Section 9.2 Governing Law. THIS TRANSACTION SUBI SERVICING SUPPLEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).



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     Section 9.3 Notices. All demands, notices and communications hereunder shall be in
writing and shall be delivered or mailed by registered or certified first class United States mail,
postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each
case as set forth in Schedule II to the Indenture or at such other address as shall be
designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall
occur only upon receipt or reported tender of such communication by an officer of the recipient
entitled to receive such notices located at the address of such recipient for notices hereunder.



     Section 9.4 Third-Party Beneficiaries. The Issuer and the Indenture Trustee, as
holder and pledgee, respectively, of the Transaction SUBI Certificate, and their respective
successors, permitted assigns and pledgees are third-party beneficiaries of the obligations of the
parties hereto and may directly enforce the performance of any of such obligations hereunder.



     Section 9.5 Severability. If one or more of the provisions of this Transaction SUBI
Servicing Supplement shall be for any reason whatever held invalid or unenforceable, such
provisions shall be deemed severable from the remaining covenants, agreements and provisions of
this Transaction SUBI Servicing Supplement, and such invalidity or unenforceability shall in no way
affect the validity or enforceability of such remaining covenants, agreements and provisions, or
the rights of any parties hereto. To the extent permitted by law, the parties hereto waive any
provision of law that renders any provision of this Transaction SUBI Servicing Supplement invalid
or unenforceable in any respect.



     Section 9.6 Binding Effect. The provisions of the Servicing Agreement and this
Transaction SUBI Servicing Supplement, insofar as they relate to the Transaction SUBI Portfolio,
shall be binding upon and inure to the benefit of the respective successors and permitted assigns
of the parties hereto.



     Section 9.7 Article and Section Headings. The article and section headings herein are
for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.



     Section 9.8 Execution in Counterparts. This Transaction SUBI Servicing Supplement may
be executed in any number of counterparts, each of which so executed and delivered shall be deemed
to be an original, but all of which shall together constitute but one and the same instrument.



     Section 9.9 Further Assurances. Each party will do such acts, and execute and deliver
to any other party such additional documents or instruments, as may be reasonably requested in
order to effect the purposes of this Transaction SUBI Servicing Supplement and to better assure and
confirm unto the requesting party its rights, powers and remedies hereunder.



     Section 9.10 Each SUBI Separate; Assignees of SUBI. Each party hereto acknowledges
and agrees (and each holder or pledgee of the Transaction SUBI, by virtue of its acceptance of such
Transaction SUBI or pledge thereof acknowledges and agrees) that (a) the Transaction SUBI is a
separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title
12 of the Delaware Code, 12 Del. Code § 3801 et seq., (b)(i) the
debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with
respect to
the Transaction SUBI or the Transaction SUBI Portfolio shall be enforceable against the



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Transaction SUBI Portfolio only and not against any Other SUBI Assets or the UTI Portfolio and (ii)
the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing
with respect to any Other SUBI, any Other SUBI Portfolio, the UTI or the UTI Portfolio shall be
enforceable against such Other SUBI Portfolio or the UTI Portfolio only, as applicable, and not
against the Transaction SUBI or any Transaction SUBI Assets, (c) except to the extent required by
law, UTI Assets or SUBI Assets with respect to any SUBI (other than the Transaction SUBI) shall not
be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect
to the Transaction SUBI, in respect of such claim, (d)(i) no creditor or holder of a claim relating
to the Transaction SUBI or the Transaction SUBI Portfolio shall be entitled to maintain any action
against or recover any assets allocated to the UTI or the UTI Portfolio or any Other SUBI or the
assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI
Portfolio or any SUBI other than the Transaction SUBI or any SUBI Assets other than the Transaction
SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to
the Transaction SUBI, and (e) any purchaser, assignee or pledgee of an interest in the Transaction
SUBI or, the Transaction SUBI Certificate, must, prior to or contemporaneously with the grant of
any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition
covenant substantially similar to that set forth in Section 6.9 of the Origination Trust
Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from
time to time of the UTI or UTI Certificate and any Other SUBI or Other SUBI Certificate to release
all claims to the assets of the Origination Trust allocated to the UTI Portfolio and each Other
SUBI Portfolio and, in the event that such release is not given effect, to fully subordinate all
claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI
Portfolio and each Other SUBI Portfolio.




     Section 9.11 No Petition. With respect to each Bankruptcy Remote Party, each party
hereto (and each holder and pledgee of the Transaction SUBI, by virtue of its acceptance of such
SUBI or pledge thereof) agrees that, prior to the date which is one year and one day after payment
in full of all obligations under each Financing, (i) no party hereto shall 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, 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) none of the parties hereto shall
commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote
Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or
hereafter in effect in any jurisdiction.



     Section 9.12 Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties
hereto hereby irrevocably and unconditionally:



          (a) submits for itself and its property in any legal action or proceeding relating to this
Agreement or any documents executed and delivered in connection herewith, or for
recognition and enforcement of any judgment in respect thereof, to the nonexclusive general




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jurisdiction of the courts of the State of New York, the courts of the United States of America for
the Southern District of New York and appellate courts from any thereof;




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




          (c) agrees that service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to such Person at its address determined in accordance with Section 9.3 of this
Transaction SUBI Servicing Supplement;




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




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




     Section 9.13 Limitation of Liability of U.S. Bank. Notwithstanding anything contained
herein to the contrary, this instrument has been signed by U.S. Bank not in its individual capacity
but solely in its capacities as Administrative Trustee and as SUBI Trustee and in no event shall
U.S. Bank in its individual capacity have any liability for the representations, warranties,
covenants, agreements or other obligations of the Origination Trust hereunder, as to all of which
recourse shall be had solely to the assets of the Origination Trust.



     Section 9.14 Information Requests. The parties hereto shall provide any information
reasonably requested by the Servicer, the Issuer, the Transferor or any of their Affiliates, in
order to comply with or obtain more favorable treatment under any current or future law, rule,
regulation, accounting rule or principle.



     Section 9.15 Regulation AB. The Servicer shall cooperate fully with the Transferor
and the Issuer to deliver to the Transferor and the Issuer (including any of its assignees or
designees) any and all statements, reports, certifications, records and any other information
necessary in the good faith determination of the Transferor or the Issuer to permit the Transferor
to comply with the provisions of Regulation AB, together with such disclosures relating to the
Servicer and the Units, or the servicing of the Units, reasonably believed by the Transferor to be
necessary in order to effect such compliance.



[SIGNATURES ON THE FOLLOWING PAGE]




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



	 	 	 	 	 
	 	VW CREDIT LEASING, LTD.

 	 
	 	By:  	U.S. Bank National Association, not in its  
	 	 	individual capacity but solely as Administrative
Trustee 
	 
	 	 	 
	 	By:  	                                      /s/ Melissa A. Rosal
 	 
	 	 	Name:  	Melissa A. Rosal 	 
	 	 	Title:  	Vice President 	 
	 



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	 	VW CREDIT, INC., as Servicer

 	 
	 	By:  	/s/ Martin Luedtke
 	 
	 	 	Name:  	Martin Luedtke 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                      /s/ Timothy Flaherty
 	 
	 	 	Name:  	Timothy Flaherty 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



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	 	U.S. BANK NATIONAL ASSOCIATION, not in its 

individual capacity but solely as SUBI Trustee

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



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EXHIBIT A




FORM OF ANNUAL OFFICER’S CERTIFICATE




(As required to be delivered on or before March 30 of each

calendar year beginning with March 30, 2007, pursuant to

Section 7.11 of the Transaction SUBI Servicing Supplement)




VW CREDIT, INC.




 





VOLKSWAGEN AUTO LEASE TRUST 2006-A




 






          The undersigned, duly authorized representatives of VW Credit, Inc. (“VCI”), as
Servicer, pursuant to the Transaction SUBI Supplement 2006-A to Servicing Agreement dated as of
August 3, 2006 (as amended and supplemented, or otherwise modified and in effect from time to time,
the “Transaction SUBI Servicing Supplement”), by and among VW CREDIT LEASING, LTD., VCI, as
Servicer, and U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as SUBI
Trustee, do hereby certify that:




          1. VCI is, as of the date hereof, the Servicer under the Transaction SUBI Servicing
Supplement.




          2. The undersigned are Authorized Officers of the Servicer.




          3. A review of the activities of the Servicer during the calendar year ended December 31,
___, and of its performance under the Transaction SUBI Servicing Supplement was conducted under
our supervision.




          4. To the best of our knowledge, based on such review, the Servicer has, fulfilled all of its
obligations under the Transaction SUBI Servicing Supplement in all material respects throughout
such year, except as set forth in paragraph 5 below.



          5. The following is a description of the failure of the Servicer to fulfill its obligations
under the provisions of the Transaction SUBI Servicing Supplement in any material respect during
the year ended December 31, ___, which sets forth in detail the (a) nature of each such default,
(b) the action taken by the Servicer, if any, to remedy each such default and (c) the current
status of each such default: (If applicable, insert “None.”)



          Capitalized terms used herein but not defined herein are used as defined in the Transaction
SUBI Servicing Supplement.




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          IN
WITNESS WHEREOF, each of the undersigned has duly executed this Certificate this ___ day
of                     .




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



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EXHIBIT B




FORM OF ANNUAL ERISA AND TEXAS MARGIN TAX CERTIFICATION




(As required to be delivered on or before April 30 of each

calendar year beginning with April 30, 2007, pursuant to

Section 7.11 of the Transaction SUBI Servicing Supplement)




VW CREDIT, INC.




 






VOLKSWAGEN AUTO LEASE TRUST 2006-A




 






          The undersigned, duly authorized representatives of VW Credit, Inc. (“VCI”), as
Servicer, pursuant to the Transaction SUBI Supplement 2006-A to Servicing Agreement dated as of
August 3, 2006 (as amended and supplemented, or otherwise modified and in effect from time to time,
the “Transaction SUBI Servicing Supplement”), by and among VW CREDIT LEASING, LTD., VCI, as
Servicer, and U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as SUBI
Trustee, do hereby certify that:






1. The undersigned are Authorized Officers of VCI.




2. As of the end of VCI’s preceding fiscal year, with respect to the ERISA plans subject to
Title IV of ERISA maintained or sponsored by VCI or any of VCI’s ERISA Affiliates (i.e., any
member of VCI’s “controlled group,” within the meaning of Section 4001 of ERISA)
(collectively, the “Plans”):




(a) Plan assets exceed the present value of accrued benefits under each of the Plans
as of the close of the most recent Plan year, as required to be reported in the
financial statements for such Plan filed with the most recent Form 5500 for such
Plan (the “Most Recent Plan Financial Statements”).




(b) Neither VCI nor any of its ERISA Affiliates (i) anticipates that the value of
the assets of any Plan it maintains would not be sufficient to cover any Current
Liability; or (ii) is contemplating benefit improvements with respect to any Plan
then maintained by any such entity or the establishment of any new Plan, either of
which would cause any such entity to maintain a Plan with Unfunded Current
Liability. The term “Current Liability” means, with respect to any Plan, the
present value of the accrued benefits under the Plan, as set forth in the Most
Recent Plan Financial Statements. The term “Unfunded Current Liability” of any Plan
means the amount, if any, by which the present value of the accrued benefits under
the Plan, as reported in the Most Recent Plan Financial Statements, exceeds the
value of the Plan’s assets, as set forth in the Most Recent Plan Financial
Statements.



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(c) If all of the Plans (other than a multiemployer Plan) were terminated
(disregarding any Plans with surpluses), the unfunded liabilities at such date with
respect to such Plans, their participants or beneficiaries, and the PBGC, would not
have exceeded 5% of the consolidated net worth of Volkswagen AG or 25% of the
consolidated net worth of Volkswagen of America, Inc. at such date.




(d) If VCI or any of VCI’s ERISA Affiliates withdrew or were to have withdrawn from
all multiemployer Plans at such date, the aggregate withdrawal liability would not
have exceeded 5% of the consolidated net worth of Volkswagen AG or 25% of the
consolidated net worth of Volkswagen of America, Inc. at such date.




(e) No accumulated funding deficiency or waived funding deficiency as defined in
section 412 of the IRC or under any multiemployer plan or collective bargaining
agreement existed at such date and there was no failure to make any required
contribution under the minimum funding requirements of the Internal Revenue Code.


[Select one of the following options]




     [3. As of the end of VCI’s preceding fiscal year, VCI (or its Affiliate) (a) has filed all
required Texas Margin Tax combined group reports, as required under Section 171.1014 of the Texas
Tax Code, by or for the “Combined Group,” as defined in Section 171.0001 of the Texas Tax Code, (b)
the amount of all Texas Margin Tax shown due on such reports was $[            ] and
(c) VCI (or its Affiliate) has paid any and all Texas Margin Tax shown due on such reports.



     [3. As of the end of VCI’s preceding fiscal year, VCI and its Affiliates were not required to
file any Texas Margin Tax combined group reports, as required under Section 171.1014 of the Texas
Tax Code, by or for the “Combined Group,” as defined in Section 171.0001 of the Texas Tax Code, and
no Texas Margin Tax was due.]



          Capitalized terms used but not defined herein are used as defined in the Transaction SUBI
Servicing Supplement.




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          IN
WITNESS WHEREOF, each of the undersigned has duly executed this Certificate this ___ day
of                     .




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



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