0000950137-05-013941 Sample Contracts

VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2005-1 AMENDED AND RESTATED TRUST AGREEMENT between VOLKSWAGEN PUBLIC AUTO LOAN SECURITIZATION, LLC, as the Depositor and DEUTSCHE BANK TRUST COMPANY DELAWARE, as the Owner Trustee Dated as of November 16, 2005
Trust Agreement • November 17th, 2005 • Volkswagen Auto Loan Enhanced Trust 2005-1 • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT is made as of November 16, 2005 (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”) between VOLKSWAGEN PUBLIC AUTO LOAN SECURITIZATION, LLC, a Delaware limited liability company, as the depositor (the “Seller”), and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation (“Deutsche Bank”), as the owner trustee (in such capacity, the “Owner Trustee”).

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PURCHASE AGREEMENT dated as of November 16, 2005 between VW CREDIT, INC. and VOLKSWAGEN PUBLIC AUTO LOAN SECURITIZATION, LLC
Purchase Agreement • November 17th, 2005 • Volkswagen Auto Loan Enhanced Trust 2005-1 • Asset-backed securities • New York

THIS PURCHASE AGREEMENT is made and entered into as of November 16, 2005 (as amended from time to time, this “Agreement”) by VW CREDIT, INC., a Delaware corporation (“VCI”), and VOLKSWAGEN PUBLIC AUTO LOAN SECURITIZATION, LLC, a Delaware limited liability company (the “Purchaser”).

SALE AND SERVICING AGREEMENT by and among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2005-1, as Issuer VOLKSWAGEN PUBLIC AUTO LOAN SECURITIZATION, LLC, as Seller VW CREDIT, INC., as Servicer and CITIBANK, N.A., as Indenture Trustee Dated as of November 16, 2005
Sale and Servicing Agreement • November 17th, 2005 • Volkswagen Auto Loan Enhanced Trust 2005-1 • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of November 16, 2005 (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 2005-1 (the “Issuer”), a Delaware statutory trust, VOLKSWAGEN PUBLIC AUTO LOAN SECURITIZATION, 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 CITIBANK, N.A., a national banking association, as indenture trustee (the “Indenture Trustee”).

ADMINISTRATION AGREEMENT
Administration Agreement • November 17th, 2005 • Volkswagen Auto Loan Enhanced Trust 2005-1 • Asset-backed securities • New York

THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of November 16, 2005, is between VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2005-1, a Delaware statutory trust (the “Issuer”), VW CREDIT, INC., a Delaware corporation, as administrator (“VCI” or in its capacity as administrator, the “Administrator”), and CITIBANK, N.A., 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 November 16, 2005 (the “Sale and Servicing Agreement”) by and among Volkswagen Public Auto Loan Securitization, LLC, as seller, the Issuer, VCI, as servicer, and the Indenture Trustee.

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