VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2 AMENDED AND RESTATED TRUST AGREEMENT between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as the Depositor and DEUTSCHE BANK TRUST COMPANY DELAWARE, as the Owner Trustee Dated as of December 29, 2008Trust Agreement • December 31st, 2008 • Volkswagen Auto Loan Enhanced Trust 2008-2 • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of December 29, 2008 (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 DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation (“Deutsche Bank”), as the owner trustee (in such capacity, the “Owner Trustee”).
SALE AND SERVICING AGREEMENT by and among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2, as Issuer VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as Seller VW CREDIT, INC., as Servicer and CITIBANK, N.A., as Indenture Trustee Dated as of December...Sale and Servicing Agreement • December 31st, 2008 • Volkswagen Auto Loan Enhanced Trust 2008-2 • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of December 29, 2008 (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 2008-2 (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 CITIBANK, N.A., a national banking association, as indenture trustee (the “Indenture Trustee”).
International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the ISDA MASTER AGREEMENT dated as of December 29, 2008 between HSBC Bank USA, N.A. (“Party A”) and Volkswagen Auto Loan Enhanced Trust 2008-2 (“Party B”)Credit Support Annex • December 31st, 2008 • Volkswagen Auto Loan Enhanced Trust 2008-2 • Asset-backed securities
This Annex supplements, forms part of, and is subject to, the ISDA Master Agreement referred to above (this “Agreement”), is part of its Schedule and is a Credit Support Document under this Agreement with respect to Party A.
ADMINISTRATION AGREEMENT among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2, as Issuer VW CREDIT, INC., as Administrator and CITIBANK, N.A., as Indenture Trustee Dated as of December 29, 2008Administration Agreement • December 31st, 2008 • Volkswagen Auto Loan Enhanced Trust 2008-2 • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of December 29, 2008, is between VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2, 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 December 29, 2008 (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.
SCHEDULE to the Master AgreementMaster Agreement • December 31st, 2008 • Volkswagen Auto Loan Enhanced Trust 2008-2 • Asset-backed securities • New York
Notwithstanding anything to the contrary in Sections 5(a)(i) or 5(a)(iii)(1), any failure by Party A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex shall not constitute an Event of Default under Sections 5(a)(i) or 5(a)(iii) unless (i) the Moody’s Second Rating Trigger Requirements apply and 30 or more Local Business Days have elapsed since the last time the Moody’s Second Rating Trigger Requirements did not apply or (ii) an S&P Required Ratings Downgrade has occurred and been continuing for 10 or more Local Business Days.
PURCHASE AGREEMENT dated as of December 29, 2008 between VW CREDIT, INC. and VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLCPurchase Agreement • December 31st, 2008 • Volkswagen Auto Loan Enhanced Trust 2008-2 • Asset-backed securities • New York
THIS PURCHASE AGREEMENT is made and entered into as of December 29, 2008 (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”).
