exv10w5



 







Exhibit 10.5




VOLKSWAGEN AUTO LEASE TRUST 2006-A




AMENDED AND RESTATED TRUST AGREEMENT




between




VOLKSWAGEN AUTO LEASE UNDERWRITTEN FUNDING, LLC,

as the Depositor




and




DEUTSCHE BANK TRUST COMPANY DELAWARE,

as the Owner Trustee




Dated as of August 3, 2006




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	SECTION 1.1. Capitalized Terms
	 	 	1	 
	SECTION 1.2. Other Interpretive Provisions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II ORGANIZATION
	 	 	1	 
	SECTION 2.1. Name
	 	 	1	 
	SECTION 2.2. Office
	 	 	2	 
	SECTION 2.3. Purposes and Powers
	 	 	2	 
	SECTION 2.4. Appointment of the Owner Trustee
	 	 	2	 
	SECTION 2.5. Initial Capital Contribution of Trust Estate
	 	 	2	 
	SECTION 2.6. Declaration of Trust
	 	 	2	 
	SECTION 2.7. Organizational Expenses; Liabilities of the Holders
	 	 	3	 
	SECTION 2.8. Title to the Trust Estate
	 	 	3	 
	SECTION 2.9. Representations and Warranties of the Transferor
	 	 	3	 
	SECTION 2.10. Situs of Issuer
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III CERTIFICATE AND TRANSFER OF CERTIFICATE
	 	 	4	 
	SECTION 3.1. Initial Ownership
	 	 	4	 
	SECTION 3.2. Authentication of Certificate
	 	 	4	 
	SECTION 3.3. Form of the Certificate
	 	 	5	 
	SECTION 3.4. Registration of Certificates
	 	 	5	 
	SECTION 3.5. Transfer of Certificate
	 	 	5	 
	SECTION 3.6. Lost, Stolen, Mutilated or Destroyed Certificates
	 	 	6	 
	 
	 	 	 	 
	ARTICLE IV ACTIONS BY OWNER TRUSTEE
	 	 	6	 
	SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters
	 	 	6	 
	SECTION 4.2. Action by Certificateholder with Respect to Certain Matters
	 	 	7	 
	SECTION 4.3. Action by Certificateholder with Respect to Bankruptcy
	 	 	7	 
	SECTION 4.4. Restrictions on Certificateholder’s Power
	 	 	7	 
	SECTION 4.5. Majority Control
	 	 	7	 
	 
	 	 	 	 
	ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	 	 	7	 
	SECTION 5.1. Application of Trust Funds
	 	 	7	 
	SECTION 5.2. Method of Payment
	 	 	7	 
	SECTION 5.3. Sarbanes-Oxley Act
	 	 	8	 
	SECTION 5.4. Signature on Returns
	 	 	8	 
	 
	 	 	 	 
	ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE
	 	 	8	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	SECTION 6.1. General Authority
	 	 	8	 
	SECTION 6.2. General Duties
	 	 	8	 
	SECTION 6.3. Action upon Instruction
	 	 	9	 
	SECTION 6.4. No Duties Except as Specified in this Agreement or in Instructions
	 	 	9	 
	SECTION 6.5. No Action Except under Specified Documents or Instructions
	 	 	10	 
	SECTION 6.6. Restrictions
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VII CONCERNING OWNER TRUSTEE
	 	 	10	 
	SECTION 7.1. Acceptance of Trusts and Duties
	 	 	10	 
	SECTION 7.2. Furnishing of Documents
	 	 	10	 
	SECTION 7.3. Representations and Warranties
	 	 	11	 
	SECTION 7.4. Reliance; Advice of Counsel
	 	 	11	 
	SECTION 7.5. Not Acting in Individual Capacity
	 	 	12	 
	SECTION 7.6. The Owner Trustee May Own Notes
	 	 	12	 
	 
	 	 	 	 
	ARTICLE VIII COMPENSATION OF OWNER TRUSTEE
	 	 	12	 
	SECTION 8.1. The Owner Trustee’s Fees and Expenses
	 	 	12	 
	SECTION 8.2. Indemnification
	 	 	12	 
	SECTION 8.3. Payments to the Owner Trustee
	 	 	13	 
	 
	 	 	 	 
	ARTICLE IX TERMINATION OF TRUST AGREEMENT
	 	 	13	 
	SECTION 9.1. Termination of Trust Agreement
	 	 	13	 
	SECTION 9.2. Dissolution of the Issuer
	 	 	13	 
	SECTION 9.3. Limitations on Termination
	 	 	13	 
	SECTION 9.4. Purchase of the Transaction SUBI Certificate
	 	 	14	 
	 
	 	 	 	 
	ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
	 	 	14	 
	SECTION 10.1. Eligibility Requirements for the Owner Trustee
	 	 	14	 
	SECTION 10.2. Resignation or Removal of the Owner Trustee
	 	 	14	 
	SECTION 10.3. Successor Owner Trustee
	 	 	15	 
	SECTION 10.4. Merger or Consolidation of the Owner Trustee
	 	 	15	 
	SECTION 10.5. Appointment of Co-Trustee or Separate Trustee
	 	 	16	 
	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS
	 	 	17	 
	SECTION 11.1. Supplements and Amendments
	 	 	17	 
	SECTION 11.2. No Legal Title to Trust Estate in Certificateholder
	 	 	18	 
	SECTION 11.3. Limitations on Rights of Others
	 	 	18	 






-ii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	SECTION 11.4. Notices
	 	 	18	 
	SECTION 11.5. Severability
	 	 	19	 
	SECTION 11.6. Separate Counterparts
	 	 	19	 
	SECTION 11.7. Successors and Assigns
	 	 	19	 
	SECTION 11.8. No Petition
	 	 	19	 
	SECTION 11.9. Headings
	 	 	19	 
	SECTION 11.10. GOVERNING LAW
	 	 	19	 
	SECTION 11.11. Each SUBI Separate; Assignees of SUBI
	 	 	20	 
	SECTION 11.12. Waiver of Jury Trial
	 	 	20	 
	SECTION 11.13. Information Requests
	 	 	20	 
	SECTION 11.14. Form 10-D Filings
	 	 	21	 
	SECTION 11.15. Form 8-K Filings
	 	 	21	 
	SECTION 11.16. Indemnification
	 	 	21	 
	 
	 	 	 	 
	EXHIBIT A — Form of Certificate
	 	 	 	 






-iii-









 






AMENDED AND RESTATED TRUST AGREEMENT




     This AMENDED AND RESTATED TRUST AGREEMENT is made as of August 3, 2006 (as from time to time
amended, supplemented or otherwise modified and in effect, this “Agreement”) between
VOLKSWAGEN AUTO LEASE UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company, as the
depositor (the “Transferor”), and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking
corporation, as the owner trustee (the “Owner Trustee”).



ARTICLE I




DEFINITIONS




     SECTION 1.1. Capitalized Terms. Unless otherwise indicated, capitalized terms used in this
Agreement are defined in Appendix A to the Indenture, dated as of the date hereof (as the same may
be amended, modified or supplemented from time to time, the “Indenture”), between the
Issuer (as defined below) and Citibank, N.A., as indenture trustee.



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



ARTICLE II




ORGANIZATION




     SECTION 2.1. Name. The trust created under that certain Trust Agreement dated as of July 13,
2006 and by the filing of the certificate of trust pursuant to the Statutory Trust Act and
continued hereby shall be known as “Volkswagen Auto Lease Trust 2006-A” (the “Issuer”), in
which name the Owner Trustee may conduct the business of such trust, make and execute contracts and
other instruments on behalf of such trust and sue and be sued.



 









 





     SECTION 2.2. Office. The office of the Issuer shall be in care of the Owner Trustee at 1011
Centre Road, Suite 200, Wilmington, Delaware 19805-1266 or at such other address as the Owner
Trustee may designate by written notice to the Certificateholder, the Transferor and the
Administrator.



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




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




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




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




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




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




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


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




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



     SECTION 2.5. Initial Capital Contribution of Trust Estate. The Owner Trustee hereby
acknowledges receipt in trust from the Transferor the sum of $1, which shall constitute the initial
Trust Estate and shall be deposited by the Transferor in the Collection Account.



     SECTION 2.6. Declaration of Trust. The Owner Trustee hereby declares that it will hold the
Trust Estate in trust upon and subject to the conditions set forth herein for the use and



2









 







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



     SECTION 2.7. Organizational Expenses; Liabilities of the Holders.




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




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



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



     SECTION 2.9. Representations and Warranties of the Transferor. The Transferor hereby
represents and warrants to the Owner Trustee that, as of the date hereof:




     (a) Organization and Power. The Transferor is a limited liability company 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
Transferor 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 Transferor, taken as a whole.




     (b) Authorization and No Contravention. The execution, delivery and performance by the
Transferor of each Transaction Document to which it is a party (i) have been duly authorized
by all necessary limited liability company 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



3









 






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 Transferor.




     (c) No Consent Required. No approval, authorization or other action by, or filing
with, any Governmental Authority is required in connection with the execution, delivery and
performance by the Transferor 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.




     (d) Binding Effect. Each Transaction Document to which the Transferor is a party
constitutes the legal, valid and binding obligation of the Transferor enforceable against
the Transferor 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.




     (e) No Proceedings. There is no action, suit, proceeding or investigation pending or,
to the knowledge of the Transferor, threatened against the Transferor which, either in any
one instance or in the aggregate, would result in any material adverse change in the
business, operations, financial condition, properties or assets of the Transferor, or in any
material impairment of the right or ability of the Transferor to carry on its business
substantially as now conducted, or in any material liability on the part of the Transferor,
or which would render invalid this Agreement or the Transaction Units or the obligations of
the Transferor contemplated herein, or which would materially impair the ability of the
Transferor to perform under the terms of this Agreement or any other Transaction Document.



     SECTION 2.10. Situs of Issuer. The Issuer shall be located and administered in the State of
Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Issuer shall be
located in the State of Delaware or the State of New York. The Issuer shall not have any employees
in any state; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee
from having employees within or without the State of Delaware. Payments will be received by the
Issuer only in Delaware or the State of New York and payments will be made by the Issuer only from
Delaware or the State of New York.



ARTICLE III




CERTIFICATE AND TRANSFER OF CERTIFICATE




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



     SECTION 3.2. Authentication of Certificate. Concurrently with the sale of the Transaction
SUBI Certificate to the Issuer pursuant to the SUBI Transfer Agreement, the Owner Trustee shall
cause the Certificate to be executed on behalf of the Issuer, authenticated and



4









 







delivered to or upon the written order of the Transferor, signed by its chairman of the board,
its president, its chief financial officer, its chief accounting officer, any vice president, its
secretary, any assistant secretary, its treasurer or any assistant treasurer, without further
corporate action by the Transferor. The Certificate shall represent 100% of the beneficial
interest in the Issuer and shall be fully-paid and non assessable.



     SECTION 3.3. Form of the Certificate. The Certificate, upon original issuance, will be issued
in the form of a typewritten Certificate representing a definitive Certificate and shall be
registered in the name of “Volkswagen Auto Lease Underwritten Funding, LLC” as the initial
registered owner thereof. The Owner Trustee shall execute and authenticate, or cause to be
authenticated, the definitive Certificate in accordance with the instructions of the Transferor.



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



     SECTION 3.5. Transfer of Certificate. (a) The Certificateholder may assign, convey or
otherwise transfer all or any of its right, title and interest in the Certificate; provided, that
(i) the Rating Agency Condition is satisfied, (ii) the Certificateholder provides, at its expense,
to the Owner Trustee and the Issuer an Opinion of Counsel stating that, in the opinion of such
counsel, such transfer will not cause the Issuer to be treated as a publicly traded partnership for
federal income tax purposes, and (iii) the Certificate (or any interest therein) may not be
acquired by or for the account of or with the assets of a Benefit Plan. By accepting and holding
the Certificate (or any interest therein), the holder thereof shall be deemed to have represented
and warranted that it is not a Benefit Plan and is not purchasing the Certificate (or any interest
therein) on behalf of a Benefit Plan. Subject to the transfer restrictions contained herein and in
the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest
in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied
by the documents required by this Section. Such transfer may be made by the registered
Certificateholder in person or by his attorney duly authorized in writing upon surrender of the
Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such
signature guarantees and evidence of authority of the Persons signing the instrument of transfer as
the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt
by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of
such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in
the Certificate register and issue, execute and deliver to such Certificateholder a Certificate
evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a
portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue, to
such transferor a new Certificate evidencing such transferor’s new percentage of beneficial
interest in the issuer. Subsequent to a transfer and upon the issuance of the new Certificate or
Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in
connection with such transfer. The Owner Trustee may treat the Person in whose name any
Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by
such Certificate.




     (b) As a condition precedent to any registration of transfer under this Section
3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment
of



5









 






any tax or taxes or other governmental charges required to be paid in connection with
such transfer.




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



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



ARTICLE IV




ACTIONS BY OWNER TRUSTEE




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




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




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




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



6









 






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



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



     SECTION 4.3. Action by Certificateholder with Respect to Bankruptcy. The Owner Trustee shall
not have the power to commence a voluntary proceeding in bankruptcy relating to the Issuer until
one year and one day after the Outstanding Amount of all the Notes has been reduced to zero and
without the prior written approval of the Certificateholder and the delivery to the Owner Trustee
by the Certificateholder of a certificate certifying that the Certificateholder reasonably believes
that the Issuer is insolvent.



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



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



ARTICLE V




APPLICATION OF TRUST FUNDS; CERTAIN DUTIES




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



     SECTION 5.2. Method of Payment. Subject to the Indenture, distributions required to be made
to the Certificateholder on any Payment Date and all amounts received by the Issuer or the Owner
Trustee on any other date that are payable to the Certificateholder pursuant to this



7









 







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



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



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



ARTICLE VI




AUTHORITY AND DUTIES OF OWNER TRUSTEE




     SECTION 6.1. General Authority. The Owner Trustee is authorized and directed to execute and
deliver the Transaction Documents to which the Issuer is named as a party and each certificate or
other document attached as an exhibit to or contemplated by the Transaction Documents to which the
Issuer is named as a party and any amendment thereto, in each case, in such form as the Transferor
shall approve, as evidenced conclusively by the Owner Trustee’s execution thereof, to direct the
Indenture Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of
$266,000,000, Class A-2 Notes in the aggregate principal amount of $483,000,000, Class A-3 Notes in
the aggregate principal amount of $544,000,000 and Class A-4 Notes in the aggregate principal
amount of $207,000,000. In addition to the foregoing, the Owner Trustee is authorized to take all
actions required of the Issuer pursuant to the Transaction Documents. The Owner Trustee is further
authorized from time to time to take such action as the Transferor or the Administrator recommends
or directs in writing with respect to the Transaction Documents, except to the extent that this
Agreement expressly requires the consent of the Certificateholder for such action.



     SECTION 6.2. General Duties. It shall be the duty of the Owner Trustee to discharge (or cause
to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the other
Transaction Documents and to administer the Issuer in the interest of the Certificateholder,
subject to the terms of the Transaction Documents, and in accordance with the provisions of this
Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Owner Trustee
shall be deemed to have discharged its duties and responsibilities hereunder and under the
Transaction Documents to the extent the Administrator has agreed in the Administration Agreement to
perform any act or to discharge any duty of the Issuer or the Owner Trustee hereunder or under any
Transaction Document, and the Owner Trustee shall not be liable for the default or failure of the
Administrator to carry out its obligations under the Administration Agreement and shall have no
duty to monitor the performance of the Administrator or any other Person under the Administration
Agreement or any other document. The Owner Trustee shall have no obligation to administer, service
or collect the Transaction



8









 







Units or the Transaction SUBI or to maintain, monitor or otherwise supervise the
administration, servicing or collection of the Transaction Units or the Transaction SUBI. The
Owner Trustee shall not be required to perform any of the obligations of the Issuer under any
Transaction Document that are required to be performed by the Servicer, the Transferor, the
Administrator or the Indenture Trustee.



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




     (b) The Owner Trustee shall not be required to take any action hereunder or under any
Transaction Document if the Owner Trustee shall have reasonably determined or been advised
by counsel that such action is likely to result in liability on the part of the Owner
Trustee or is contrary to the terms hereof or of any Transaction Document or is otherwise
contrary to law and a copy of such opinion has been provided to the Transferor and the
Administrator.




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



     SECTION 6.4. No Duties Except as Specified in this Agreement or in Instructions. The Owner
Trustee shall not have any duty or obligation to manage, make any payment with respect to,
register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take
or refrain from taking any action under, or in connection with, any document contemplated hereby to
which the Issuer or the Owner Trustee is a party, except as expressly provided by the terms of this
Agreement or in any document or written instruction received by the Owner Trustee pursuant to
Section 6.3; and no implied duties or obligations shall be read into this Agreement or any
Transaction Document against the Owner Trustee. The Owner Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time



9









 







or to otherwise perfect or maintain the perfection of any security interest or Adverse Claim
granted to it hereunder or to prepare or file any Commission filing for the Issuer or to record
this Agreement or any Transaction Document. Deutsche Bank Trust Company Delaware nevertheless
agrees that it will, at its own cost and expense, promptly take all action as may be necessary to
discharge any Adverse Claims on any part of the Trust Estate that result from actions by, or claims
against, Deutsche Bank Trust Company Delaware that are not related to the ownership or the
administration of the Trust Estate.



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



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



ARTICLE VII




CONCERNING OWNER TRUSTEE




     SECTION 7.1. Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby
created and agrees to perform its duties hereunder with respect to such trusts but only upon the
terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by
it constituting part of the Trust Estate upon the terms of the Transaction Documents and this
Agreement. The Owner Trustee shall not be personally liable or accountable hereunder or under any
Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith
or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in
Section 7.3 expressly made by Deutsche Bank Trust Company Delaware in its individual
capacity, (iii) for liabilities arising from the failure of Deutsche Bank Trust Company Delaware to
perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv)
for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation
received by the Owner Trustee.



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



10









 





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




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




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




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




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



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




     (b) In the exercise or administration of the trusts hereunder and in the performance of
its duties and obligations under this Agreement or the Transaction Documents, the Owner
Trustee (i) may act directly or through its agents or attorneys pursuant to agreements
entered into with any of them, but the Owner Trustee shall not be personally liable for the
conduct or misconduct of such agents, custodians, nominees (including persons acting under a
power of attorney) or attorneys selected with



11









 






reasonable care and (ii) may consult with counsel, accountants and other skilled
persons knowledgeable in the relevant area to be selected with reasonable care and employed
by it at the expense of the Issuer. The Owner Trustee shall not be personally liable for
anything done, suffered or omitted in good faith by it in accordance with the written
opinion or advice of any such counsel, accountants or other such persons.



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



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



ARTICLE VIII




COMPENSATION OF OWNER TRUSTEE




     SECTION 8.1. The Owner Trustee’s Fees and Expenses. The Transferor shall cause the
Administrator to agree to pay to Deutsche Bank Trust Company Delaware pursuant to the
Administration Agreement from time to time compensation for all services rendered by Deutsche Bank
Trust Company Delaware under this Agreement pursuant to a fee letter between the Administrator and
the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust). The Administrator, pursuant to the Administration
Agreement and the fee letter between the Administrator and the Owner Trustee, shall reimburse
Deutsche Bank Trust Company Delaware upon its request for all reasonable expenses, disbursements
and advances incurred or made by Deutsche Bank Trust Company Delaware in accordance with any
provision of this Agreement (including the reasonable compensation, expenses and disbursements of
such agents and counsel as Deutsche Bank Trust Company Delaware may employ in connection with the
exercise and performance of its rights and its duties hereunder), except any such expense may be
attributable to its willful misconduct, gross negligence or bad faith.



     SECTION 8.2. Indemnification. The Transferor shall cause the Administrator to agree to
indemnify Deutsche Bank Trust Company Delaware in its individual capacity and as trustee and its
successors, assigns, directors, officers, employees and agents (the “Indemnified Parties”)
from and against, any and all loss, liability, expense, tax, penalty or claim (including reasonable
legal fees and expenses) of any kind and nature whatsoever which may at any time be imposed on,
incurred by, or asserted against Deutsche Bank Trust Company Delaware in its individual capacity
and as trustee or any Indemnified Party in any way relating to or arising out of this Agreement,
the Transaction Documents, the Trust Estate, the administration of the Trust Estate



12









 







or the action or inaction of Deutsche Bank Trust Company Delaware hereunder; provided,
however, that neither the Transferor nor the Administrator shall be liable for or required to
indemnify Deutsche Bank Trust Company Delaware from and against any of the foregoing expenses
arising or resulting from (i) Deutsche Bank Trust Company Delaware’s own willful misconduct, bad
faith or gross negligence, (ii) the inaccuracy of any representation or warranty contained in
Section 7.3 expressly made by Deutsche Bank Trust Company Delaware in its individual
capacity, (iii) liabilities arising from the failure of Deutsche Bank Trust Company Delaware to
perform obligations expressly undertaken by it in the last sentence of Section 6.4 or (iv)
taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation
received by the Owner Trustee.



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



ARTICLE IX




TERMINATION OF TRUST AGREEMENT




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



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



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



13









 





     SECTION 9.4. Purchase of the Transaction SUBI Certificate. The Transferor shall have the
right at its option (the “Optional Purchase”) to purchase the Transaction SUBI Certificate
from the Issuer on any Payment Date upon 30 days’ prior notice to the Administrator or the Issuer
if, either before or after giving effect to any payment of principal required to be made on such
Payment Date, the Outstanding Note Balance is less than or equal to 10% of the Initial Note
Balance. The purchase price for the Transaction SUBI Certificate shall equal the Note Balance,
together with accrued interest thereon up to but not including the Redemption Date (the
“Optional Purchase Price”), which amount shall be deposited by the Transferor into the
Collection Account on the Redemption Date. If the Transferor exercises the Optional Purchase, the
Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for
the Redemption Price.



ARTICLE X




SUCCESSOR OWNER TRUSTEES AND ADDITIONAL

OWNER TRUSTEES




     SECTION 10.1. Eligibility Requirements for the Owner Trustee. The Owner Trustee shall at all
times be a bank (i) authorized to exercise corporate trust powers, (ii) that has, or has a direct
or indirect parent that has, a combined capital and surplus of at least $50,000,000 and (iii)
subject to supervision or examination by Federal or state authorities. If such bank shall publish
reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. The Owner Trustee shall at all times be an
institution satisfying the provisions of Section 3807(a) of the Statutory Trust Act. In case at
any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in
Section 10.2.



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



     If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions
of Section 10.1 and shall fail to resign after written request therefor by the Transferor



14









 







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



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



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



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



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



     SECTION 10.4. Merger or Consolidation of the Owner Trustee. Any corporation into which the
Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party,
or any corporation succeeding to all or substantially all of the corporate



15









 







trust business of the Owner Trustee, shall, without the execution or filing of any instrument
or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, be the successor of the Owner Trustee hereunder; provided that such corporation
shall be eligible pursuant to Section 10.1; and provided further that the Owner Trustee
shall mail notice of such merger or consolidation to the Transferor, the Administrator and the
Rating Agencies.



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



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




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




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




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



     Any notice, request or other writing given to the Owner Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article. Each separate trustee and co-trustee, upon its



16









 







acceptance of the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Owner Trustee or separately, as may be
provided therein, subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and
copies thereof given to the Transferor and the Administrator.



     Any separate trustee or co-trustee may at any time appoint the Owner Trustee, its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the
extent permitted by law, without the appointment of a new or successor trustee.



ARTICLE XI




MISCELLANEOUS




     SECTION 11.1. Supplements and Amendments. (a) Any term or provision of this Agreement may be
amended by the Transferor, without the consent of the Indenture Trustee, any Noteholder, the
Administrator, the Issuer, the Owner Trustee or 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 (ii) any amendment that materially and
adversely affects the interests of the Administrator, the Certificateholders, 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. The consent of the Administrator or the Certificateholders shall be deemed to have
been given if the Servicer does not receive a written objection from such Person within 10 Business
Days after a written request for such consent shall have been given.




     (b) 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.




     (c) Notwithstanding anything herein to the contrary, any term or provision of this
Agreement may be amended by the parties hereto 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



17









 






or in the future in effect); it being a condition to any such amendment that the Rating
Agency Condition shall have been satisfied.




     (d) 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.




     (e) Prior to the execution of any amendment to this Agreement, the Transferor 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 Agreement, the Transferor
shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the
Owner Trustee and the Indenture Trustee.




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



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



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



     SECTION 11.4. Notices. (a) 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.




     (b) Any notice required or permitted to be given to a Certificateholder 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



18









 






addressed to the Certificateholder at the address of such Certificateholder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the Certificateholder
receives such notice.



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



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



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



     SECTION 11.8. No Petition. Each of the Owner Trustee (in its individual capacity and as the
Owner Trustee), by entering into this Agreement, the Transferor, the Certificateholder, by
accepting the Certificate, and the Indenture Trustee and each Noteholder or Note Owner by accepting
the benefits of this Agreement, hereby covenants and agrees that prior to the date which is one
year and one day after payment in full of all obligations under each Financing (i) such party shall
not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary
case or other proceeding seeking liquidation, reorganization or other relief with respect to such
Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee,
receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote
Party or any substantial part of its property or to consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case or other proceeding
commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of
any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Person shall
not commence, join or institute against, with any other Person in, 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 11.9. Headings. The headings of the various Articles and Sections herein are for
convenience of reference only and shall not define or limit any of the terms or provisions hereof.



     SECTION 11.10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE



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PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




     SECTION 11.11. Each SUBI Separate; Assignees of SUBI. The Owner Trustee (in its individual
capacity and as the Owner Trustee), the Transferor, the Certificateholder, by accepting a
Certificate, and the Indenture Trustee and each Noteholder or Note Owner by accepting the benefits
of this Agreement, hereby intends 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 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 11.12. Waiver of Jury Trial. To the extent permitted by applicable law, each party
hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim
based on, or arising out of, under or in connection with this Agreement, any other Transaction
Document, or any matter arising hereunder or thereunder.



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



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



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



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




     (i) (A) any untrue statement of a material fact contained in any information
provided in writing by Deutsche Bank Trust Company Delaware to the Transferor or its
affiliates under Sections 11.14 or 11.15 (such information, the
“Provided Information”), or (B) the omission to state in the Provided
Information a material fact required to be stated in the Provided Information, or
necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, by way of clarification, that
clause (B) of this paragraph shall be construed solely by reference to the
related information and not to any other information communicated in connection with
a sale or purchase of securities, without regard to whether the Provided Information
or any portion thereof is presented together with or separately from such other
information; or




     (ii) any failure by Deutsche Bank Trust Company Delaware to deliver any
information, report, or other material when and as required under Sections
11.14 or 11.15.



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




          (c) Notwithstanding anything to the contrary contained herein, in no event shall Deutsche Bank
Trust Company Delaware be liable for special, indirect or consequential




21









 







damages of any kind whatsoever, including but not limited to lost profits, even if Deutsche
Bank Trust Company Delaware has been advised of the likelihood of such loss or damage and
regardless of the form of action.




[Remainder of Page Intentionally Left Blank]





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



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY DELAWARE

	 
	 	By:  	/s/ Elizabeth B. Ferry
 	 
	 	Name:  Elizabeth B. Ferry 		 
	 	Title:   Assistant Vice President 	 
	 



Trust Agreement




S-1









 








	 	 	 	 	 
	 	VOLKSWAGEN AUTO LEASE UNDERWRITTEN 

FUNDING, LLC

 	 
	 	By:  	/s/ Martin Luedtke 	 
	 	 	Name:  	 Martin Luedtke
	 
	 	 	Title:  	President and Treasurer 	 
	 
	 	 	 
	 	By:  	                   /s/ Timothy Flaherty
 	 
	 	 	Name:  	Timothy Flaherty 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



Trust Agreement




S-2









 








EXHIBIT A




FORM OF CERTIFICATE




			
	 	 	 
	NUMBER
	 	100% BENEFICIAL INTEREST
	R-[___]	 	 






VOLKSWAGEN AUTO LEASE TRUST 2006-A




CERTIFICATE




     Evidencing the 100% beneficial interest in all of the assets of the Issuer (as defined below)
which includes the Transaction SUBI (as defined below) sold to the Issuer by the Transferor.



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



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



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



     THIS CERTIFIES THAT [                                        ] is the registered owner of a [ ]%
nonassessable, fully-paid, beneficial interest in certain distributions of VOLKSWAGEN AUTO LEASE
TRUST 2006-A (the “Issuer”) formed by Volkswagen Auto Lease Underwritten Funding, LLC, a
Delaware limited liability company, as depositor (the “Transferor”).



     The Issuer was created pursuant to a Trust Agreement dated as of July 13, 2006, as amended and
restated as of August 3, 2006 (as further amended, modified or supplemented from time to time, the
“Trust Agreement”), between the Transferor and Deutsche Bank Trust Company Delaware, as
owner trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of
which is set forth below. To the extent not otherwise defined herein, the capitalized terms used
herein have the meanings assigned to them in the Indenture, dated as of



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August 3, 2006 (as amended, modified or supplemented from time to time, the
“Indenture”), between the Issuer and Citibank, N.A., as indenture trustee.



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



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



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



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



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



     It is the intention of the parties to the Trust Agreement that, solely for income, franchise
and value added tax purposes, so long as there is a single Certificateholder, the Issuer will be
disregarded as an entity separate from such Certificateholder, and if there is more than one
Certificateholder, the Issuer will be treated as a partnership, the Transferor will be disregarded
as an entity separate from VCI and the Notes will be characterized as debt. By accepting this
Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing
intended tax treatment.



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



     The Certificateholder hereby intends 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 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 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 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.



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



	 	 	 	 	 	 	 
	 	 	VOLKSWAGEN AUTO LEASE TRUST 2006-A	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	Deutsche Bank Trust Company Delaware, not

in its individual capacity, but solely as the

Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 





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OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION



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




	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY

DELAWARE, as the Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authenticating Agent
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 







A-5