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EXHIBIT 10.10
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ADMINISTRATION AGREEMENT
AMONG
VOLKSWAGEN AUTO LOAN
ENHANCED TRUST 20[__]-[__],
AS
ISSUER
VW
CREDIT, INC.,
AS
ADMINISTRATOR
AND
[__________],
AS
INDENTURE TRUSTEE
DATED AS OF
[__________]
================================================================================
20[__]-[__]
Adiministration Agreement
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TABLE OF
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
1. Duties of the
Administrator.......................................... 1
2. Records.............................................................. 2
3. Compensation; Payment of Fees and
Expenses........................... 3
4. Independence of the
Administrator.................................... 3
5. No Joint
Venture..................................................... 3
6. Other Activities of the
Administrator................................ 3
7. Representations and Warranties of the
Administrator.................. 3
8. Administrator Replacement Events;
Termination of the Administrator... 4
9. Action upon Termination or
Removal...................................
6
10. Liens................................................................ 6
11. Notices.............................................................. 6
12. Amendments........................................................... 6
13. Governing Law; Submission to Jurisdiction............................ 7
14. Headings............................................................. 8
15. Counterparts......................................................... 8
16. Severability of Provisions........................................... 8
17. Not Applicable to VCI in Other Capacities............................ 8
18. Benefits of the Administration Agreement............................. 8
19. Assignment........................................................... 8
20. Nonpetition Covenant................................................. 8
21. Limitation of Liability.............................................. 9
</TABLE>
-i-
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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 Public Auto Loan Securitization, LLC,
as
seller, the Issuer, VCI, as servicer, and the Indenture Trustee.
WITNESSETH:
WHEREAS, the Issuer has issued the
Notes pursuant to the Indenture and the
Certificate pursuant to the Trust Agreement and has entered into certain
agreements in connection therewith, including, (i) the Sale and Servicing
Agreement, (ii) the Indenture, (iii) the Note 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
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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,
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 Seller and the Indenture Trustee at any time during normal
business hours.
2
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3. Compensation; Payment of Fees and
Expenses. 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 $30,000 annually which shall be solely an obligation of the
Servicer. The Administrator shall pay all expenses incurred by it in connection
with its activities hereunder.
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 or affect the
enforceability or collectibility of
the Receivables or any other part of
the Collateral.
(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 abilit






