Exhibit 10.11
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ADMINISTRATION AGREEMENT
AMONG
VOLKSWAGEN AUTO LEASE TRUST 20[__]-[__],
AS ISSUER
VW CREDIT, INC.,
AS ADMINISTRATOR
AND
[_______________],
AS INDENTURE TRUSTEE
DATED AS OF [___________], [____]
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TABLE OF CONTENTS
PAGE
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1. Duties of the Administrator.......................................... 1
2. Records.............................................................. 2
3. Compensation; Payment of Fees and Expenses........................... 3
4. Independence of the Administrator.................................... 4
5. No Joint Venture..................................................... 4
6. Other Activities of the Administrator................................ 4
7. Representations and Warranties of the Administrator.................. 4
8. Administrator Replacement Events; Termination of the Administrator... 5
9. Action upon Termination or Removal................................... 7
10. Liens................................................................ 7
11. Notices.............................................................. 7
12. Amendments........................................................... 8
13. Governing Law; Submission to Jurisdiction............................ 9
14. Headings............................................................. 10
15. Counterparts......................................................... 10
16. Severability of Provisions........................................... 10
17. Not Applicable to VCI in Other Capacities............................ 10
18. Benefits of the Administration Agreement............................. 10
19. Assignment........................................................... 10
20. Nonpetition Covenant................................................. 11
21. Limitation of Liability.............................................. 11
22. Each SUBI Separate; Assignees of SUBI................................ 11
-i-
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.
WITNESSETH:
WHEREAS, the Issuer has issued the Notes pursuant to the Indenture and the
Certificates pursuant to the Trust Agreement and has entered into or is subject
to certain agreements in connection therewith, including, (i) the SUBI Transfer
Agreement, (ii) the Indenture, (iii) the Depository Agreement, and (iv) the
Trust Agreement (each of the agreements referred to in clauses (i) through (iv)
are referred to herein collectively as the "Issuer Documents");
WHEREAS, to secure payment of the Notes, the Issuer has pledged the
Collateral to the Indenture Trustee pursuant to the Indenture;
WHEREAS, pursuant to the Issuer Documents, the Issuer is required to
perform certain duties;
WHEREAS, the Issuer desires to have the Administrator perform certain of
the duties of the Issuer, and to provide such additional services consistent
with this Agreement and the Issuer Documents as the Issuer may from time to time
request;
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer on the
terms set forth herein;
NOW, THEREFORE, in consideration of the mutual terms and covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
1. Duties of the Administrator.
(a) Duties with Respect to the Issuer Documents. The Administrator
shall perform all of its duties as Administrator under this Agreement and
the Issuer Documents and the duties and obligations of the Issuer and the
Owner Trustee (in its capacity as owner trustee) under the Issuer
Documents; provided, however, except as otherwise provided in the Issuer
Documents, that the Administrator shall have no obligation to make any
payment required to be made by the Issuer under any Issuer Document. In
addition, the Administrator shall consult with the Issuer and the Owner
Trustee regarding its duties and obligations under the Issuer Documents.
The Administrator shall monitor the performance of the Issuer and the Owner
Trustee and shall advise the Issuer and the Owner Trustee when action is
necessary to comply with the Issuer's and the Owner Trustee's duties and
obligations under the Issuer Documents. The Administrator shall perform
such calculations, and shall prepare for execution by the Issuer or the
Owner Trustee or shall cause the preparation by other appropriate persons
of all such documents,
VALT 20[__]-[__] Administration Agreement
reports, filings, instruments, certificates and opinions as it shall be the
duty of the Issuer or the Owner Trustee (in its capacity as owner trustee)
to prepare, file or deliver pursuant to the Issuer Documents. In
furtherance of the foregoing, the Administrator shall take all appropriate
action that is the duty of the Issuer or the Owner Trustee (in its capacity
as owner trustee) to take pursuant to the Issuer Documents, and shall
prepare and execute on behalf of the Issuer or the Owner Trustee all such
documents, reports, filings, instruments, certificates and opinions as it
shall be the duty of the Issuer or the Owner Trustee to prepare, file or
deliver pursuant to the Issuer Documents or otherwise by law.
(b) No Action by Administrator. Notwithstanding anything to the
contrary in the Agreement, the Administrator shall not be obligated to, and
shall not, take any action that the Issuer directs the Administrator not to
take nor which would result in a violation or breach of the Issuer's
covenants, agreements or obligations under any of the Issuer Documents.
(c) Non-Ministerial Matters; Exceptions to Administrator Duties.
(i) Notwithstanding anything to the contrary in this Agreement,
with respect to matters that in the reasonable judgment of the
Administrator are non-ministerial, the Administrator shall not take
any action unless, within a reasonable time before the taking of such
action, the Administrator shall have notified the Issuer of the
proposed action and the Issuer shall not have withheld consent or
provided an alternative direction. For the purpose of the preceding
sentence, "non-ministerial matters" shall include, without limitation:
(A) the initiation of any claim or lawsuit by the Issuer and the
compromise of any action, claim or lawsuit brought by or against the
Issuer;
(B) the appointment of successor Note Registrars, successor
Paying Agents, successor Indenture Trustees, successor Administrators
or successor Servicers, or the consent to the assignment by the Note
Registrar, the Paying Agent or the Indenture Trustee of its
obligations under the Indenture; and
(C) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this Agreement,
the Administrator shall not be obligated to, and shall not, (x) make
any payments to the Noteholders under the Transaction Documents, (y)
except as provided in the Transaction Documents, sell the Trust Estate
or (z) take any other action that the Issuer directs the Administrator
not to take on its behalf.
2. Records. The Administrator shall maintain appropriate books of account
and records relating to services performed hereunder, which books of account and
records shall be accessible for inspection upon reasonable written request by
the Issuer, the Transferor and the Indenture Trustee at any time during normal
business hours.
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3. Compensation; Payment of Fees and Expenses.
(a) Administration Fee. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for
its expenses related thereto, the Administrator shall be entitled to
receive the Administration Fee in accordance with Section 8.4 of the
Indenture. The Administrator shall pay all expenses incurred by it in
connection with its activities hereunder.
(b) Compensation and Indemnification under the Transaction Documents.
The Administrator shall:
(i) pay to the Indenture Trustee and any separate trustee or
co-trustee appointed pursuant to Section 6.10 of the Indenture (a
"Separate Trustee") from time to time such compensation as the Issuer,
the Administrator and the Indenture Trustee shall from time to time
agree in writing for services rendered under the Indenture (which
compensation shall not be limited by any law on compensation of a
trustee of an express trust);
(ii) except as otherwise expressly provided in the Indenture,
reimburse the Indenture Trustee and any Separate Trustee for all
reasonable expenses, disbursements and advances reasonably incurred in
connection with the performance of their duties under the Indenture;
(iii) indemnify the Indenture Trustee and any Separate Trustee,
in their respective individual capacities and as trustees, and their
successors, assigns, directors, officers, employees and agents in
accordance with Section 6.7 of the Indenture;
(iv) defend any claim for which the Indenture Trustee or any
Separate Trustee seeks indemnity and pay the fees and expenses of
separate counsel of the Indenture Trustee or any Separate Trustee
related to such defense;
(v) pay to the Owner Trustee from time to time compensation for
all services rendered by the Owner Trustee under the Trust Agreement
in accordance with 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);
(vi) reimburse the Owner Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by
the Owner Trustee in accordance with any provision of the Trust
Agreement (including the reasonable compensation, expenses and
disbursements of such agents and counsel as the Owner Trustee may
employ in connection with the exercise and performance of its rights
and its duties under the Trust Agreement), except any such expense
that may be attributable to the Owner Trustee's willful misconduct,
gross negligence or bad faith; and
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(vii) indemnify the Owner Trustee in its individual capacity and
as trustee and its successors, assigns, directors, officers, employees
and agents in accordance with Section 8.2 of the Trust Agreement;
provided that, notwithstanding anything to the contrary contained
herein or in any other Transaction Document, clauses (i) through (vii)
above shall survive the termination of this Agreement.
4. Independence of the Administrator. For all purposes of this Agreement,
the Administrator shall be an independent contractor and shall not be subject to
the supervision of the Issuer with respect to the manner in which it
accomplishes the performance of its obligations hereunder. Unless expressly
authorized by the Issuer, the Administrator shall have no authority to act for
or to represent the Issuer in any way (other than as permitted hereunder) and
shall not otherwise be deemed an agent of the Issuer.
5. No Joint Venture. Nothing contained in this Agreement (i) shall
constitute the Administrator and the Issuer as members of any partnership, joint
venture, association, syndicate, unincorporated business or other separate
entity, (ii) shall be construed to impose any liability as such on any of them
or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.
6. Other Activities of the Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an Administrator for any
other Person even though such Person may engage in business activities similar
to those of the Issuer, the Owner Trustee or the Indenture Trustee.
7. Representations and Warranties of the Administrator. The Administrator
represents and warrants to the Issuer and the Indenture Trustee as follows:
(a) Existence and Power. The Administrator is a corporation validly
existing and in good standing under the laws of its state of organization
and has, in all material respects, all power and authority to carry on its
business as now conducted. The Administrator has obtained all necessary
licenses and approvals in each jurisdiction where the failure to do so
would materially and adversely affect the ability of the Administrator to
perform its obligations under the Transaction Documents.
(b) Authorization and No Contravention. The execution, delivery and
performance by the Administrator of the Transaction Documents to which it
is a party (i) have been duly authorized by all necessary action on the
part of the Administrator and (ii) do not contravene or constitute a
default under (A) any applicable law, rule or regulation, (B) its
organizational documents or (C) any material agreement, contract, order or
other instrument to which it is a party or its property is subject (other
than violations which do not affect the legality, validity or
enforceability of any of such agreements and which, individually or in the
aggregate, would not materially and adversely affect the transactions
contemplated by, or the Administrator's ability to perform its obligations
under, the Transaction Documents)
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(c) No Consent Required. No approval or authorization by, or filing
with, any Governmental Authority is required in connection with the
execution, delivery and performance by the Administrator of any Transaction
Document other than (i) UCC filings, (ii) approvals and authorizations that
have previously been obtained and filings that have previously been made
and (iii) approvals, authorizations or filings which, if not obtained or
made, would not materially and adversely affect the ability of the
Administrator to perform its obligations under the Transaction Documents.
(d) Binding Effect. Each Transaction Document to which the
Administrator is a party constitutes the legal, valid and binding
obligation of the Administrator enforceable against the Administrator in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium,
receivership, conservatorship or other similar laws affecting the
enforcement of creditors' rights generally and, if applicable, the rights
of creditors of limited liability companies from time to time in effect or
by general principles of equity.
8. Administrator Replacement Events; Termination of the Administrator.
(a) Subject to clauses (d) and (e) below, the Administrator may resign
its duties hereunder by providing the Issuer with at least sixty (60) days'
prior written notice.
(b) Subject to clauses (d) and (e) below, the Issuer may remove the
Administrator without cause by providing the Administrator with at least
sixty (60) days' prior written notice.
(c) The occurrence of any one of the following events (each, an
"Administrator Replacement Event") shall also entitle the Issuer, subject
to Section 19 hereof, to terminate and replace the Administrator:
(i) any failure by the Administrator to deliver or cause to be
delivered any required payment to the Indenture Trustee for
distribution to the Noteholders, which failure continues unremedied
for ten business days after discovery thereof by a Responsible Officer
of the Administrator or receipt by the Administrator of written notice
thereof from the Indenture Trustee or Noteholders evidencing at least
a majority of the aggregate principal amount of the Outstanding Notes,
voting together as a single class;
(ii) any failure by the Administrator to duly observe or perform
in any material respect any other of its covenants or agreements in
this Agreement, which failure materially and adversely affects the
rights of the Issuer or the Noteholders, and which continues
unremedied for 90 days after discovery thereof by a Responsible
Officer of the Administrator or receipt by the Administrator of
written notice thereof from the Indenture Trustee or Noteholders
evidencing at least a majority of the aggregate principal amount of
the Outstanding Notes, voting together as a single class;
(iii) any representation or warranty of the Administrator made in
any Transaction Document to which the Administrator is a party or by
which it is
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bound or any certificate delivered pursuant to this Agreement proves
to have been incorrect in any material respect when made, which
failure materially and adversely affects the rights of the Issuer or
the Noteholders, and which failure continues unremedied for 90 days
after discovery thereof by a Responsible Officer of the Administrator
or receipt by the Administrator of written notice thereof from the
Indenture Trustee or Noteholders evidencing at least a majority of the
aggregate principal amount of the Outstanding Notes, voting together
as a single class (it being understood that any repurchase of a Unit
by VCI pursuant to Section 2.3 of the SUBI Sale Agreement shall be
deemed to remedy any incorrect representation or warranty with respect
to such Unit); or
(iv) the Administrator suffers a Bankruptcy Event;
provided, however, that a delay in or failure of performance referred
to under clauses (i), (ii) or (iii) above for a period of 150 days
will not constitute an Administrator Replacement Event if such delay
or failure was caused by force majeure or other similar occurrence.
(d) If an Administrator Replacement Event shall have occurred, the
Issuer may, subject to Section 19 hereof, by notice given to the
Administrator and the Owner Trustee, terminate all or a portion of the
rights and powers of the Administrator under this Agreement, including the
rights of the Administrator to receive the annual fee for services
hereunder for all periods following such termination; provided, however,
that such termination shall not become effective until such time as the
Issuer, subject to Section 19 hereof, shall have appointed a successor
Administrator in the manner set forth below. Upon any such termination, all
rights, powers, duties and responsibilities of the Administrator under this
Agreement shall vest in and be assumed by any successor Administrator
appointed by the Issuer, subject to Section 19 hereof, pursuant to a
management agreement between the Issuer and such successor Administrator,
containing substantially the same provisions as this Agreement (including
with respect to the compensation of such successor Administrator), and the
successor Administrator is hereby irrevocably authorized and empowered to
execute and deliver, on behalf of the Administrator, as attorney-in-fact or
otherwise, all documents and other instruments, and to do or accomplish all
other acts or things necessary or appropriate to effect such vesting and
assumption. Further, in such event, the Administrator shall use its
commercially reasonable efforts to effect the orderly and efficient
transfer of the administration of the Issuer to the new Administrator.
(e) The Issuer, subject to Section 19 hereof, may waive in writing any
Administrator Replacement Event by the Administrator in the performance of
its obligations hereunder and its consequences. Upon any such waiver of a
past Administrator Replacement Event, such Administrator Replacement Event
shall cease to exist, and any Administrator Replacement Event arising
therefrom shall be deemed to have been remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other
Administrator Replacement Event or impair any right consequent thereon.
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9. Action upon Termination or Removal. Promptly upon the effective date of
termination of this Agreement pursuant to Section 8, or the removal of the
Administrator pursuant to Section 8, the Administrator shall be entitled to be
paid all fees and reimbursable expenses accruing to it to the date of such
termination or removal.
10. Liens. The Administrator will not directly or indirectly create, allow
or suffer to exist any Lien on the Collateral other than Permitted Liens.
11. Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
(a) if to the Administrator, to:
VW Credit, Inc.
0000 Xxxxxx Xxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
if to the Issuer, to:
Volkswagen Auto Lease Trust 20[__]-[__]
c/o [__________]
(b) if to the Owner Trustee, to:
[___________]
with a copy to the Corporate Trust Office
(c) if to the Indenture Trustee, to:
[___________]
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid or hand-delivered to
the address of such party as provided above.
12. Amendments.
(a) Any term or provision of this Agreement may be amended by the
Administrator without the consent of the Indenture Trustee, any Noteholder
or the Issuer; 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, (ii) any amendment that materially and adversely affects the
interests of the Certificateholders, the Indenture Trustee or the Owner
Trustee shall require the prior
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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
Certificateholders or the Issuer 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) 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.
(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 or in
the future in effect); it being a condition to any such amendment that the
Rating Agency Condition shall have been satisfied.
(d) Prior to the execution of any amendment to this Agreement, the
Administrator 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 Administrator shall
furnish a copy of such amendment to each Rating Agency, the Issuer, the
Owner Trustee, and the Indenture Trustee.
(e) Prior to the execution of any amendment to this Agreement, the
Issuer, the Owner Trustee and the Indenture Trustee shall be entitled to
receive and conclusively rely upon an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement
and that all conditions precedent to the execution and delivery of such
amendment have been satisfied. The Owner Trustee and the Indenture Trustee
may, but shall not be obligated to, enter into any such amendment which
adversely affects the Owner Trustee's or the Indenture Trustee's, as
applicable, own rights, duties or immunities under this Agreement.
13. Governing Law; Submission to Jurisdiction.
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
(b) Each of the parties hereto hereby irrevocably and unconditionally:
(i) submits for itself and its property in any legal action or
proceeding relating to this Agreement or any documents executed and
delivered in connection herewith, or for recognition and enforcement
of any judgment in respect thereof,
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to the nonexclusive general jurisdiction of the courts of the State of
New York, the courts of the United States of America for the Southern
District of New York and appellate courts from any thereof;
(ii) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter
have to the venue of such action or proceeding in any such court or
that such action or proceeding was brought in an inconvenient court
and agrees not to plead or claim the same;
(iii) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage
prepaid, to such Person at its address determined in accordance with
Section 11 of this Agreement; and
(iv) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit
the right to xxx in any other jurisdiction.
14. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.
15. Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
16. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.
17. Not Applicable to VCI in Other Capacities. Nothing in this Agreement
shall affect any obligation VCI may have in any other capacity.
18. Benefits of the Administration Agreement. Nothing in this Agreement,
expressed or implied, shall give to any Person other than the parties hereto and
their successors hereunder, the Owner Trustee, any separate trustee or
co-trustee appointed under the Indenture and the Noteholders, any benefit or any
legal or equitable right, remedy or claim under this Agreement. For the
avoidance of doubt, the Owner Trustee is a third party beneficiary of this
Agreement and is entitled to the rights and benefits hereunder and may enforce
the provisions hereof as if it were a party hereto.
19. Assignment. Each party hereto hereby acknowledges and consents to the
mortgage, pledge, assignment and grant of a security interest by the Issuer to
the Indenture Trustee pursuant to the Indenture for the benefit of the
Noteholders of all of the Issuer's rights under this Agreement. In addition, the
Administrator hereby acknowledges and agrees that for
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so long as any Notes are outstanding, the Indenture Trustee will have the right
to exercise all waivers and consents, rights, remedies, powers, privileges and
claims of the Issuer under this Agreement.
20. Nonpetition Covenant. With respect to each Bankruptcy Remote Party,
each party hereto agrees that, prior to the date which is one year and one day
after payment in full of all obligations under each Financing (i) no party
hereto shall authorize such Bankruptcy Remote Party to commence a voluntary
winding-up or other voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to such Bankruptcy Remote Party or
its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect in any jurisdiction or seeking the appointment of an administrator, 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)
none of the parties hereto shall commence or join with any other Person in
commencing any proceeding against such Bankruptcy Remote Party under any
bankruptcy, reorganization, liquidation or insolvency law or statute now or
hereafter in effect in any jurisdiction. Each of the parties hereto agrees that,
prior to the date which is one year and one day after the payment in full of all
obligations under each Financing, it will not institute against, or join any
other Person in instituting against, any Bankruptcy Remote Party an action in
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or similar proceeding under the laws of the United States or any State of the
United States.
21. Limitation of Liability. Notwithstanding anything contained herein to
the contrary, this Agreement has been executed and delivered by [__________],
not in its individual capacity but solely as Owner Trustee, and in no event
shall it have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or under the Notes or
any of the other Transaction Documents or in any of the certificates, notices or
agreements delivered pursuant thereto, as to all of which recourse shall be had
solely to the assets of the Issuer. Under no circumstances shall the Owner
Trustee be personally liable for the payment of any indebtedness or expense of
the Issuer or be liable for the breach or failure of any obligations,
representation, warranty or covenant made or undertaken by the Issuer under the
Transaction Documents. For the purposes of this Agreement, in the performance of
its duties or obligations hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles VI, VII and
VIII of the Trust Agreement.
22. Each SUBI Separate; Assignees of SUBI. Each party hereto acknowledges
and agrees (and each holder or pledgee of the Transaction SUBI, by virtue of its
acceptance of such Transaction SUBI or pledge thereof, acknowledges and agrees)
that (a) the Transaction SUBI is a separate series of the Origination Trust as
provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code,
12 Del. Code Section 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 Transaction 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
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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 Other 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.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
VOLKSWAGEN AUTO LEASE TRUST 20[__]-[__]
By: [______________________], not in its
individual capacity but solely as
Owner Trustee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
S-1
VW CREDIT, INC., as Administrator
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
S-2
[________________], as Indenture Trustee
By:
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Name:
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Title:
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S-3
