VOLKSWAGEN AUTO [LEASE] [LOAN ENHANCED] TRUST 20[ ]-[ ] VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC (SELLER) $[ ] [ ]% Auto [Lease] [Loan] Asset Backed Class A-1 Notes $[ ] [ ]% Auto [Lease] [Loan] Asset Backed Class A-2 Notes $[ ] [ ]% Auto...Underwriting Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT by and among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 20[ ]-[ ], as Issuer VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as Seller VW CREDIT, INC., as Servicer and as Indenture Trustee Dated as of [ ]Sale and Servicing Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of [ ] (together with all exhibits, schedules and appendices hereto and as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”), by and among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 20[ ]-[ ] (the “Issuer”), a Delaware statutory trust, VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company, as seller (the “Seller”), VW CREDIT, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”), and [ ], a [national banking association], as indenture trustee (the “Indenture Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF VOLKSWAGEN AUTO LEASE UNDERWRITTEN FUNDING, LLCLimited Liability Company Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • Delaware
This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Volkswagen Auto Lease Underwritten Funding, LLC (the “Company”), is entered into by VW Credit, Inc., a Delaware corporation, as the sole equity member (the “Member”), and Kevin P. Burns, as the Special Member (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
PURCHASE AGREEMENT dated as of [ ] between VW CREDIT, INC. and VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLCPurchase Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
THIS PURCHASE AGREEMENT is made and entered into as of [ ] (as amended from time to time, this “Agreement”) by VW CREDIT, INC., a Delaware corporation (“VCI”), and VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company (the “Purchaser”).
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 20[ ]-[ ] TO SERVICING AGREEMENT Dated as of [ ], [ ]Servicing Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
THIS TRANSACTION SUBI SUPPLEMENT 20[ ]-[ ] TO SERVICING AGREEMENT (as amended, modified or supplemented from time to time, the “Transaction SUBI Servicing Supplement”), dated as of [ ], [ ], 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”).
SUBI SALE AGREEMENT dated as of [ ], [ ] between VW CREDIT, INC., as Seller and VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as BuyerSubi Sale Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
the Transaction SUBI Certificate. The Seller has not authorized the filing of, nor is aware of, any financing statements against the Seller that include a description of collateral covering the Transaction SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Transaction Documents or that has been terminated.
VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ] AMENDED AND RESTATED TRUST AGREEMENT between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as the Depositor and [ ], as the Owner Trustee Dated as of [ ], [ ]Trust Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of [ ], [ ] (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”) between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Transferor”), and [ ], a [Delaware banking corporation], as the owner trustee (the “Owner Trustee”).
VOLKSWAGEN AUTO LOAN ENHANCED TRUST 20[ ]-[ ] AMENDED AND RESTATED TRUST AGREEMENT between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as the Depositor and [ ], as the Owner Trustee Dated as of [ ]Trust Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of [ ] (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”) between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company, as the depositor (the “Seller”), and [ ], a [Delaware banking corporation] (“Trustee Bank”), as the owner trustee (in such capacity, the “Owner Trustee”).
SUBI TRANSFER AGREEMENT dated as of [ ], [ ] between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as Seller and VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ], as BuyerSubi Transfer Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
THIS SUBI TRANSFER AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”) is made and entered into as of [ ], [ ] by VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, a Delaware limited liability company (the “Seller”), and VOLKSWAGEN AUTO LEASE/LOAN TRUST 20[ ]-[ ], a Delaware statutory trust (the “Buyer”).
VW CREDIT LEASING, LTD. TRANSACTION SUBI SUPPLEMENT 20[ ]-[ ] TO ORIGINATION TRUST AGREEMENT Between VW CREDIT, INC., As Settlor And Initial Beneficiary And U.S. BANK NATIONAL ASSOCIATION, As Administrative Trustee, UTI Trustee And SUBI Trustee Dated...Trust Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities
THIS TRANSACTION SUBI SUPPLEMENT 20[ ]-[ ] TO ORIGINATION TRUST AGREEMENT (as amended, modified or supplemented from time to time, the “Transaction SUBI Supplement”), dated and effective as of [ ], [ ], is between VW CREDIT, INC., a Delaware corporation (“VCI”; in its capacity as settlor, the “Settlor”; or in its capacity as initial beneficiary, the “Initial Beneficiary”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as successor to U.S. Bank Trust National Association, as administrative trustee (in such capacity, together with any successor or permitted assign, the “Administrative Trustee”), as UTI trustee (in such capacity, together with any successor or permitted assign, the “UTI Trustee”) [and as trustee with respect to the Transaction SUBI] (in such capacity, together with any successor or permitted assign, the “SUBI Trustee”; together with the UTI Trustee, the Administrative Trustee and Wilmington Trust Company, as Delaware Trustee (the “Delaware Trustee”),
ADMINISTRATION AGREEMENT among VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ], as Issuer VW CREDIT, INC., as Administrator and [ ], as Indenture Trustee Dated as of [ ], [ ]Administration Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of [ ], [ ], is between VOLKSWAGEN AUTO LEASE TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), VW CREDIT, INC., a Delaware corporation, as administrator (“VCI” or in its capacity as administrator, the “Administrator”), and [ ], a [national banking association], as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in Appendix A to the Indenture dated as of [ ], [ ] (the “Indenture”) by and between the Issuer and the Indenture Trustee.
Volkswagen Auto Lease/Loan Underwritten Funding, LLC Seller, VW Credit, Inc. Servicer and Trustee on behalf of the Holders FORM OF POOLING AND SERVICING AGREEMENT Dated as of _______ __, 200_ VOLKSWAGEN AUTO LOAN ENHANCED TRUST 200_-_ % Asset Backed...Pooling and Servicing Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
POOLING AND SERVICING AGREEMENT dated as of , 200_, between Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company, as Seller, VW Credit, Inc., a Delaware corporation, as Servicer, and , a , as trustee hereunder.
TRUST AGREEMENT BY AND BETWEEN VW CREDIT, INC., AS SETTLOR AND INITIAL BENEFICIARY, U.S. BANK TRUST NATIONAL ASSOCIATION, AS UTI TRUSTEE AND ADMINISTRATIVE TRUSTEE, AND WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE CREATING A DELAWARE BUSINESS TRUST...Trust Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities
TRUST AGREEMENT, dated as of June 2, 1999 (as it may be modified, supplemented or amended from time to time in accordance with its terms, this “Agreement”), between VW Credit, Inc., a Delaware corporation (“VCI”), as settlor and initial beneficiary (the “Settlor” and the “Initial Beneficiary,” respectively), U.S. Bank Trust National Association, a national banking association, as UTI Trustee (the “UTI Trustee”) and Administrative Trustee (the “Administrative Trustee”) and Wilmington Trust Company, a Delaware banking association, as Delaware Trustee (the “Delaware Trustee”). Certain capitalized terms used herein are defined in Exhibit A.
ADMINISTRATION AGREEMENT among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 20[ ]-[ ], as Issuer VW CREDIT, INC., as Administrator and [ ], as Indenture Trustee Dated as of [ ]Administration Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of [ ], is between VOLKSWAGEN AUTO LOAN ENHANCED TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), VW CREDIT, INC., a Delaware corporation, as administrator (“VCI” or in its capacity as administrator, the “Administrator”), and [ ], a national banking association, as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in Appendix A to the Sale and Servicing Agreement dated as of [ ] (the “Sale and Servicing Agreement”) by and among Volkswagen Auto Lease/Loan Underwritten Funding, LLC, as seller, the Issuer, VCI, as servicer, and the Indenture Trustee.
LIMITED PARTNERSHIP AGREEMENT OF [ ] L.P. A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • Delaware
This Limited Partnership Agreement of [ ] L.P. is made and entered into, effective [ ], by and between [ ], a Delaware limited liability company (“[ ]”), as the General Partner, and [ ], a Delaware limited partnership (“[ ]”), as the Limited Partner.
VW CREDIT LEASING, LTD. AND VW CREDIT, INC. AMENDED AND RESTATED SERVICING AGREEMENT Dated As of December 21, 2000Servicing Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
AMENDED AND RESTATED SERVICING AGREEMENT, dated as of December 21, 2000 (as it may be further amended, supplemented or modified, the “Agreement”), between VW CREDIT LEASING, LTD., a Delaware business trust (the “Trust”), and VW CREDIT, INC., a Delaware corporation (hereinafter, together with its successors and assigns, “VCI” or, in its capacity as servicer hereunder, the “Servicer”).
International Swap Dealers Association, Inc. SCHEDULE to the Master Agreement dated as ofIsda Master Agreement • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • New York
FORM OF LIMITED LIABILITY COMPANY AGREEMENT OF [VOLKSWAGEN AUTO LOAN ENHANCED, LLC 20[ ]-[ ]]Limited Liability • July 10th, 2009 • Volkswagen Auto Lease/Loan Underwritten Funding, LLC • Asset-backed securities • Delaware
This Directors’ Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Directors’ Agreement and all of which together shall constitute one and the same instrument.
