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EXHIBIT 99.3
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ADMINISTRATION AGREEMENT
AMONG
VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST
ISSUER
AND
VW CREDIT, INC.
ADMINISTRATOR
AND
BANK ONE, NATIONAL ASSOCIATION
INDENTURE TRUSTEE
DATED AS OF AUGUST [ ], 2000
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THIS ADMINISTRATION AGREEMENT is made as of August 1, 2000, among
VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST, a New York common law trust (the
"Issuer"), VW CREDIT, INC., a Delaware corporation, as administrator (the
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"Administrator"), and BANK ONE, a NATIONAL ASSOCIATION, a national banking
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association, not in its individual capacity but solely as Indenture Trustee
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(the "Indenture Trustee").
W I T N E S S E T H:
WHEREAS, the Issuer is issuing the Floating Rate Dealer Loan Backed
Notes, Series 2000-1 (the "Series 2000-1 Notes") on the date hereof and may in
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the future issue additional Notes, in each case, pursuant to the Indenture
between the Issuer and the Indenture Trustee, as supplemented by the Series
2000-1 Supplement among the Issuer, the Servicer and the Indenture Trustee;
WHEREAS, the Transferor will hold a Residual Interest in the Trust
pursuant to the Trust Agreement;
WHEREAS, the Issuer has entered into (or assumed) certain agreements
in connection with the issuance of the Notes, including (i) the Trust Agreement,
(iii) the Trust Sale and Servicing Agreement, (iv) the Series 2000-1 Supplement
and (v) the Indenture;
WHEREAS, pursuant to the Basic Documents, the Issuer and The Bank of
New York, as Owner Trustee, are required to perform certain duties in connection
with (i) the Notes, (ii) the Collateral and (iii) the Residual Interest;
WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform certain of the duties of the Issuer and the Owner Trustee
referred to in the preceding clause, and to provide such additional services
consistent with the terms of this Agreement and the Basic Documents as the
Issuer and the Owner Trustee may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties agree as follows:
1. Certain Definitions. Certain capitalized terms used in this
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Agreement are defined in and shall have the respective meanings assigned to them
in Part I of Appendix A to the Trust Sale and Servicing Agreement dated as of
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July 1, 2000 among the Issuer, the Transferor and the Servicer (the "Trust
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Sale and Servicing Agreement"). The rules of construction set forth in Part II
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of Appendix A to the Trust Sale and Servicing Agreement shall
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be applicable to this Agreement. All references herein to "the Agreement" or
"this Agreement" are to this Administration Agreement, as it may be amended,
supplemented or modified from time to time, and all references herein to
Sections are to Sections of this Agreement unless otherwise specified.
2. Duties of the Administrator.
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(a) Duties with Respect to the Depository Agreement and the
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Indenture.
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(i) The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer under the Indenture
and any Depository Agreement. In addition, the Administrator
shall consult with the Owner Trustee regarding the duties of the
Issuer under the Indenture and any Depository Agreement. The
Administrator shall monitor the performance of the Issuer and
shall advise the Owner Trustee when action is necessary to comply
with the Issuer's duties under the Indenture and any Depository
Agreement. The Administrator shall prepare for execution by the
Issuer or shall cause the preparation by other appropriate
persons of all such documents, reports, filings, instruments,
certificates, notices and opinions as it shall be the duty of the
Issuer to prepare, file or deliver pursuant to the Indenture and
any Depository Agreement. In furtherance of the foregoing, the
Administrator shall take all appropriate action that it is the
duty of the Issuer to take pursuant to the Indenture including,
such of the foregoing as are required with respect to the
following matters under the Indenture (references are to sections
of the Indenture):
(A) the preparation of (or obtaining of) the documents and
instruments required for issuance of the Notes (if not
prepared or obtained by the Issuer), including the Series
Supplement and the Opinion of Counsel to be delivered in
connection with the issuance of each series of Notes, the
coordination with the holders of any variable funding Note
of any borrowings thereunder and all matters relating to
such borrowings, and the preparation of (or obtaining of)
the documents and instruments required for authentication of
the Notes and delivery of the same to the Indenture Trustee
(Section 2.1);
(B) the duty to cause the Note Register to be kept and to
give the Indenture Trustee notice of any appointment of a
new Note Registrar and the location, or change in location,
of the Note Register (Section 2.4(a) and 2.4(c));
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(C) the notification of the Indenture Trustee of the final
principal payment on the Notes (Section 2.7(c));
(D) the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents
required for the release of Collateral (Section 2.9.);
(E) the preparation of Definitive Notes and arranging the
delivery thereof (Section 2.12);
(F) the maintenance directly or through a third party agent
of an office in the Borough of Manhattan, the City of New
York, for registration of transfer or exchange of Notes
(Section 3.2);
(G) the duty to cause newly appointed Paying Agents, if
any, to deliver to the Indenture Trustee the instrument
specified in the Indenture regarding funds held in trust
(Section 3.3(c));
(H) the direction to the Indenture Trustee to deposit
monies with Paying Agents, if any, other than the Indenture
Trustee (Section 3.3(a));
(I) the obtaining and preservation of the Issuer's
qualification to do business in each jurisdiction in which
such qualification is or shall be necessary to protect the
validity and enforceability of the Indenture, the Notes, the
Collateral and each other instrument and agreement included
in the Trust Estate (Section 3.4);
(J) the preparation of all supplements, amendments,
financing statements, continuation statements, assignments,
certificates, instruments of further assurance and other
instruments, in accordance with Section 3.5 of the
Indenture, necessary to protect the Trust Estate and
advising the Owner Trustee with regard to delivery of
documents consisting of "instruments" (Section 3.5);
(K) the delivery of the Opinion of Counsel on the Initial
Closing Date, in accordance with Section 3.6 of the
Indenture, as to the Trust Estate, and the annual delivery
of the Officers' Certificate, in accordance with Section 3.9
of the Indenture, as to compliance with the Indenture
(Sections 3.6(a) and 3.9);
(L) the identification to the Indenture Trustee in an
Officers'
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Certificate of a Person with whom the Issuer has contracted
to perform its duties under the Indenture (Section 3.7(b));
(M) the solicitation of the Indenture Trustee's consent in
connection with the proposed waiver, amendment,
modification, supplementation or termination of any Basic
Documents or any provision thereof (Section 3.7(c));
(N) the notification of the Indenture Trustee and the
Rating Agencies of a Servicing Default under the Trust Sale
and Servicing Agreement and, if such Servicing Default
arises from the failure of the Servicer to perform any of
its duties under the Trust Sale and Servicing Agreement, the
taking of all reasonable steps available to remedy such
failure (Section 3.7(d));
(O) the delivery of an Officer's Certificate and an Opinion
of Counsel in connection with the consolidation or merger of
the Issuer (Section 3.10(a));
(P) the preparation and obtaining of documents and
instruments required for the release of the Issuer from its
obligations under the Indenture (Section 3.11(b));
(Q) the delivery of notice to the Indenture Trustee and the
Rating Agencies of each Event of Default under the
Indenture, each Servicing Default, any Insolvency Event with
respect to the Transferor, each default on the part of the
Transferor or the Servicer of their respective obligations
under the Trust Sale and Servicing Agreement and each
default on the part of VCI or the Transferor of their
respective obligations under the Receivables Purchase
Agreement (Section 3.19);
(R) the monitoring of the Issuer's obligations as to the
satisfaction and discharge of the Indenture, the preparation
of an Officers' Certificate, the obtaining of the Opinion of
Counsel and, if necessary, an Independent Certificate
relating thereto (Section 4.1);
(S) the compliance with any written directive of the
Indenture Trustee with respect to the sale of the Trust
Estate in a commercially reasonable manner if an Event of
Default shall have occurred and be continuing (Section
5.4(a));
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(T) the preparation of any written instruments required to
confirm more fully the authority of any successor trustee,
co-trustee or separate trustee and any written instruments
necessary in connection with the resignation, appointment or
removal of any co-trustee or separate trustee (Sections 6.8,
6.9 and 6.10);
(U) the furnishing of the Indenture Trustee with the names
and addresses of Noteholders during any period when the
Indenture Trustee is not the Note Registrar (Section 7.1);
(V) the preparation and, after execution by the Issuer, the
filing with the Commission, if required, any applicable
state agencies and the Indenture Trustee of documents
required to be filed on a periodic basis with, and summaries
thereof as may be required by rules and regulations
prescribed by, the Commission and any applicable state
agencies and the transmission of such summaries, as
necessary, to the Noteholders (Section 7.3);
(W) the notification of the Indenture Trustee of the
listing or delisting of the Notes of any series on any stock
exchange, if and when such Notes are so listed or delisted
(Section 7.4(a));
(X) the opening of one or more accounts in the Issuer's
name, the preparation of Issuer Orders and Officer's
Certificates and all other actions necessary with respect to
investment and reinvestment of funds in the Trust Accounts
(Sections 8.2 and 8.3);
(Y) the preparation of an Issuer Request and Officer's
Certificate and the obtaining of an Opinion of Counsel and
Independent Certificates, if necessary, for the release of
the Trust Estate (Sections 8.4 and 8.5);
(Z) the preparation of Issuer Orders and the obtaining of
Opinions of Counsel and Officer's Certificates with respect
to the execution of supplemental indentures and the mailing
to the Noteholders of notices with respect to such
supplemental indentures (Sections 9.1, 9.2 and 9.3);
(AA) the preparation and execution of new Notes conforming
to any supplemental indenture (Section 9.6);
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(BB) the notification of Noteholders and the Rating Agencies
of the redemption of any Notes subject to redemption or the
duty to cause the Indenture Trustee to provide such
notification (Sections 10.1 and 10.2);
(CC) the preparation of all Officer's Certificates, Opinions
of Counsel and Independent Certificates, if necessary, with
respect to any requests by the Issuer to the Indenture
Trustee to take any action under the Indenture (Section
11.1(a));
(DD) the preparation and delivery of Officers' Certificates
and the obtaining of Independent Certificates, if necessary,
for the release of property from the lien of the Indenture
(Section 11.1(a));
(EE) the notification of the Rating Agencies, upon the
failure of the Indenture Trustee to give such notification,
of the information required pursuant to Section 11.4
(Section 11.4);
(FF) the preparation and delivery to the Indenture Trustee
of any agreements with respect to alternate payment and
notice provisions (Section 11.6); and
(GG) the recording of the Indenture, if applicable, and the
obtaining of an Opinion of Counsel as required pursuant to
Section 11.15 (Section 11.15).
(ii) The Administrator will perform those payment and indemnity
obligations of the Servicer under Section 6.4 of the Trust Sale
and Servicing Agreement in the event that the Servicer fails to
perform such obligations.
(b) Additional Duties.
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(i) In addition to the duties of the Administrator set forth
above, 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, reports, filings, tax returns, instruments,
certificates, notices and opinions as it shall be the duty of the
Issuer or the Owner Trustee to prepare, file or deliver pursuant
to the Basic Documents, and at the request of the Owner Trustee
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shall take all appropriate action that it is the duty of the
Issuer or the Owner Trustee to take pursuant to the Basic
Documents. Subject to Section 7 of this Agreement, and in
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accordance with the directions of the Owner Trustee, the
Administrator shall administer, perform or supervise the
performance of such other activities in connection with the
Collateral (including the Basic Documents) as are not covered by
any of the foregoing provisions and as are expressly requested by
the Owner Trustee and are reasonably within the capability of the
Administrator. The Administrator shall send a copy to the Owner
Trustee of all such documents, filings, tax returns, instruments,
certificates, notices or opinions which the Administrator is
required to prepare, file or deliver hereunder on behalf of the
Issuer.
(ii) The Administrator shall perform the duties of the
Administrator specified in Section 6.10 of the Trust Agreement
required to be performed in connection with the resignation or
removal of the Owner Trustee, and any other duties expressly
required to be performed by the Administrator under the Trust
Agreement.
(iii) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter
into transactions with or otherwise deal with any of its
Affiliates; provided, however, that the terms of any such
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transactions or dealings shall be in accordance with any
directions received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer than
would be available from Persons that are not Affiliates of the
Administrator.
(C) Non-Ministerial Matters.
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(i) 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 Owner
Trustee of the proposed action and the Owner Trustee 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 amendment of or any supplement to the Indenture
(other than pursuant to or in connection with a Series
Supplement);
(B) 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;
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(C) the amendment, change or modification of any of the
Basic Documents;
(D) the appointment of successor Note Registrars, successor
Paying Agents and successor Indenture Trustees pursuant to
the Indenture or the appointment of successor Administrators
or successor Servicers, or the consent to the assignment by
the Note Registrar, Paying Agent or Indenture Trustee of its
obligations under the Indenture; and
(E) 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 Basic Documents, (y) except as
provided in Section 2(a)(i)(S) hereof, sell the Trust Estate pursuant to
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Section 5.4 of the Indenture or (z) take any other action that the Issuer
directs the Administrator not to take on its behalf.
3. Successor Servicer and Administrator. The Issuer shall
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undertake, as promptly as possible after the giving of notice of termination to
the Servicer of the Servicer's rights and powers pursuant to Section 7.1 of the
Trust Sale and Servicing Agreement, to enforce the provisions of Sections 7.1
and 7.2 of the Trust Sale and Servicing Agreement with respect to the
appointment of a successor Servicer. Such successor Servicer shall, upon
compliance with Sections 10(e)(ii) and (iii), become the successor Administrator
hereunder.
4. Records. The Administrator shall maintain appropriate books
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of account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by the Issuer and the
Transferor at any time during normal business hours.
5. Compensation. As compensation for the performance of the
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Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Servicer shall pay the Administrator a monthly fee
in the amount of $125.
6. Additional Information To Be Furnished to the Issuer. The
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Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.
7. Independence of the Administrator. For all purposes of this
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Agreement, the Administrator shall be an independent contractor and shall not be
subject to the supervision of the Issuer or the Owner Trustee with respect to
the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the
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Issuer, the Administrator shall have no authority to represent the Issuer or the
Owner Trustee in any way and shall not otherwise be deemed an agent of the
Issuer or the Owner Trustee.
8. No Joint Venture. Nothing contained in this Agreement (a)
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shall constitute the Administrator and either of the Issuer or the Owner Trustee
as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (b) shall be construed to
impose any liability as such on any of them or (c) 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.
9. Other Activities of Administrator. Nothing herein shall
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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 or entity even though such Person or entity
may engage in business activities similar to those of the Issuer, the Owner
Trustee or the Indenture Trustee.
10. Term of Agreement, Resignation and Removal of Administrator.
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(a) This Agreement shall continue in force until the dissolution of
the Issuer, upon which event this Agreement shall automatically
terminate.
(b) Subject to Section 10(e), the Administrator may resign its duties
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hereunder by providing the Issuer with at least 60 days' prior written
notice.
(c) Subject to Section 10(e), the Issuer may remove the Administrator
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without cause by providing the Administrator with at least 60 days'
prior written notice.
(d) Subject to Section 10(e), at the sole option of the Issuer, the
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Administrator may be removed immediately upon written notice of
termination from the Issuer to the Administrator if any of the
following events shall occur:
(i) the Administrator shall default in the performance of any of
its duties under this Agreement and, after notice from the Issuer
of such default, shall not cure such default within ten days (or,
if such default cannot be cured in such time, shall not give
within ten days such assurance of cure as shall be reasonably
satisfactory to the Issuer);
(ii) a court having jurisdiction in the premises shall enter a
decree or order for relief, and such decree or order shall not
have been vacated within 60 days, in respect of the Administrator
in any involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect or
appoint a receiver, liquidator, assignee, custodian,
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trustee, sequestrator or similar official for the Administrator or
any substantial part of its property or order the winding-up or
liquidation of its affairs; or
(iii) the Administrator shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for
relief in an involuntary case under any such law, or shall consent
to the appointment of a receiver, liquidator, assignee, trustee,
custodian, sequestrator or similar official for the Administrator
or any substantial part of its property, shall consent to the
taking of possession by any such official of any substantial part
of its property, shall make any general assignment for the benefit
of creditors or shall fail generally to pay its debts as they
become due.
The Administrator agrees that if any of the events specified in
clauses (ii) or (iii) of this Section 10(d) shall occur, it shall give written
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notice thereof to the Issuer and the Indenture Trustee within seven days after
the happening of such event.
(e) No resignation or removal of the Administrator pursuant to this
Section 10 shall be effective until (i) a successor Administrator
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shall have been appointed by the Issuer, (ii) such successor
Administrator shall have agreed in writing to be bound by the terms of
this Agreement in the same manner as the Administrator is bound
hereunder, and (iii) the Rating Agency Condition has been satisfied
with respect to such proposed appointment.
11. Action upon Termination, Resignation or Removal. Promptly
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upon the effective date of termination of this Agreement pursuant to Section
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10(a) or the resignation or removal of the Administrator pursuant to Section
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10(b) or (c), respectively, the Administrator shall be entitled to be paid all
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fees and reimbursable expenses accruing to it to the effective date of such
termination, resignation or removal. The Administrator shall forthwith upon
such termination pursuant to Section 10(a) deliver to the Issuer all property
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and documents of or relating to the Collateral then in the custody of the
Administrator. In the event of the resignation or removal of the Administrator
pursuant to Section 10(b) or (c), respectively, the Administrator shall
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cooperate with the Issuer and take all reasonable steps requested to assist the
Issuer in making an orderly transfer of the duties of the Administrator.
12. Notices. All demands, notices and communications upon or to
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the Issuer, the Owner Trustee, the Administrator or the Indenture Trustee shall
be delivered as specified in Appendix B of the Trust Sale and Servicing
Agreement.
13. Amendments.
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(a) This Agreement may be amended from time to time with prior notice
to the Rating Agencies by a written amendment duly executed and
delivered by the Issuer, the Administrator and the Indenture Trustee,
with the consent of the Owner Trustee, and without the consent of the
Noteholders or the Residual Interestholder, for any of the following
purposes:
(i) to add provisions hereof for the benefit of the Noteholders
and Residual Interestholders or to surrender any right or power
herein conferred upon the Administrator;
(ii) to cure any ambiguity or to correct or supplement any
provision herein which may be inconsistent with any other
provision herein;
(iii) to evidence and provide for the appointment of a successor
Administrator hereunder and to add to or change any of the
provisions of this Agreement as shall be necessary to facilitate
such succession; and
(iv) to add any provisions to or change in any manner or
eliminate any of the provisions of this Agreement or modify in
any manner the rights of the Noteholders or the Residual
Interestholders; provided, however, that with respect to each
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such series or class of Notes or the Residual Interest, such
amendment under this Section 13(a)(iv) either (A) shall not, as
evidenced by an Opinion of Counsel, materially and adversely
affect in any material respect the interest of any such
Noteholder or the Residual Interestholder or (B) the Rating
Agency Condition shall have been satisfied with respect thereto.
(b) This Agreement may also be amended by the Issuer, the
Administrator and the Indenture Trustee with prior notice to the
Rating Agencies and with the written consent of the Owner Trustee, the
Holders of Notes evidencing at least a majority of the Outstanding
Amount of the Notes as of the close of the immediately preceding
Distribution Date, and the Residual Interestholder for the purpose of
adding any provisions to, changing in any manner or eliminating any of
the provisions of this Agreement or modifying in any manner the rights
of Noteholders or the Residual Interestholder; provided, however, that
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no such amendment may (i) increase or reduce in any manner the amount
of, or accelerate or delay the timing of, Collections on the
Receivables held by the Trust or payments or distributions that are
required to be made for the benefit of the Noteholders or the Residual
Interestholder (it being understood that the issuance of any
Securities and the specification of the terms and provisions thereof
pursuant to a Series Supplement (in the case of Notes) or a supplement
to the Trust Agreement (in the case of the Residual Interestholder)
shall not be deemed
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to have such effect for purposes hereof), (ii) reduce the percentage
of the Holders of Notes or Residual Interestholders which are required
to consent to any amendment of this Agreement or (iii) modify or alter
any provision of this Section 13, except to provide that certain
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additional provisions of this Agreement and the Basic Documents cannot
be modified or waived without the consent of each Noteholder and
Residual Interestholder affected thereby, without, in any such case,
the consent of the Holders of all the outstanding Notes and the
Residual Interestholder.
(c) Notwithstanding anything contained herein to the contrary, this
Agreement may be amended by the parties hereto, but without the consent of any
of the Noteholders to add, modify or eliminate such provisions as may be
neessary or advisable in order to enable (a) the transfer to Issuer of all or
any portion of the Receivables to be derecognized under generally accepted
accounting principles ("GAAP"), (b) Issuer to avoid becoming a member of
Servicer's consolidated group under GAAP, (c) the Transferor or any Affiliate of
the Transferor or any of their Affiliates to otherwise comply with or obtain
more favorable treatment under any law or regulation or any acounting rule or
principle or (d) the Transferor or Servicer to remove and reassign any Accounts
and/or some or all of the Receivables arising therein to the extent such removal
and reassignment would be consistent with derecognition under GAAP of the
transfer of such Receivables to the Issuer; it being a condition to any such
amendment that the Rating Agency Condition shall have been met.
(d) Notwithstanding Sections 13(a) and (b), the Administrator may not
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amend this Agreement without the permission of the Transferor, which
permission shall not be unreasonably withheld.
14. Successors and Assigns. This Agreement may not be assigned
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by the Administrator unless such assignment is previously consented to in
writing by the Issuer and the Owner Trustee and subject to the satisfaction of
the Rating Agency Condition for each then outstanding series of Notes in respect
thereof. An assignment with such consent and satisfaction, if accepted by the
assignee, shall bind the assignee hereunder in the same manner as the
Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement
may be assigned by the Administrator without the consent of the Issuer or the
Owner Trustee to a corporation or other organization that is a successor (by
merger, consolidation or purchase of assets) to the Administrator, provided that
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such successor organization executes and delivers to the Issuer, the Owner
Trustee and the Indenture Trustee an agreement in which such corporation or
other organization agrees to be bound hereunder by the terms of such assignment
in the same manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.
15. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS OR
ANY OTHER JURISDICTION'S CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
16. Headings. The section headings hereof have been inserted for
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convenience of reference only and shall not define or limit any of the terms or
provisions hereof.
17. Separate Counterparts. This Agreement may be executed by
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the parties in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
18 Severability of Provisions. If any one or more of the
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covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held
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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 or of the Notes or the rights of the Holders
thereof.
19. Not Applicable to VCI in Other Capacities. Nothing in this
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Agreement shall affect any obligation VCI may have in any other capacity.
20. Limitation of Liability of Owner Trustee and Indenture
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Trustee.
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(a) Notwithstanding anything contained herein to the contrary, this
instrument has been executed by The Bank of New York, not in its
individual capacity but solely as Owner Trustee and in no event shall
The Bank of New York have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer
hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Issuer. For all purposes of this
Agreement, in the performance of any duties or obligations of the
Issuer hereunder, the Owner Trustee shall be subject to, and entitled
to the benefits of, the terms and provisions of Article VI of the
Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been executed by Bank One, National Association, not in
its individual capacity but solely in its capacity as Indenture
Trustee and in no event shall Bank One, National Association have any
liability for the representations, warranties, covenants, agreements
or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to
all of which recourse shall be had solely to the assets of the Issuer.
21. Third-Party Beneficiary. The Owner Trustee is a third-party
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beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.
* * * * *
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IN WITNESS WHEREOF, the parties have caused this Administration
Agreement to be duly executed by their respective officers as of the day and
year first above written.
VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST
By: The Bank of New York, not in its
individual capacity, but solely as Owner
Trustee
By: ________________________________________
Name:
Title:
BANK ONE, NATIONAL ASSOCIATION, as Indenture
Trustee
By: ________________________________________
Name:
Title:
VW CREDIT, INC., as Administrator
By: ________________________________________
Name:
Title:
By: ________________________________________
Name:
Title:
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