Amended and Restated Trust Agreement

Exhibit 10.6

AMENDED AND RESTATED
TRUST AGREEMENT

BETWEEN

VOLKSWAGEN DEALER FINANCE, LLC,
as Transferor

THE BANK OF NEW YORK (Delaware),
as Owner Trustee

AND
THE BANK OF NEW YORK (Delaware),
as Resigning Trustee

DATED AS OF AUGUST 11, 2005

TABLE OF CONTENTS

						Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE							1
		SECTION 1.1.		Definitions			1
ARTICLE II ORGANIZATION							2
		SECTION 2.1.		Name			2
		SECTION 2.2.		Office			2
		SECTION 2.3.		Purposes and Powers			2
		SECTION 2.4.		Resignation, Appointment and Acceptance			3
		SECTION 2.5.		Initial Capital Contribution of Owner Trust Estate			3
		SECTION 2.6.		Declaration of Trust			4
		SECTION 2.7.		Liability of the Residual Interestholder			4
		SECTION 2.8.		Title to Trust Property			4
		SECTION 2.9.		Situs of Trust			4
		SECTION 2.10.		Representations and Warranties of the Transferor			4
		SECTION 2.11.		Federal Income Tax Allocations; Tax Treatment			5
ARTICLE III RESIDUAL INTEREST							6
		SECTION 3.1.		Ownership			6
		SECTION 3.2.		Maintenance of Office or Agency			6
		SECTION 3.3.		Appointment of Paying Agent			6
ARTICLE IV ACTIONS BY OWNER TRUSTEE							7
		SECTION 4.1.		Prior Notice to Residual Interestholder with Respect to Certain Matters			7
		SECTION 4.2.		Action by Residual Interestholder with Respect to Certain Matters			8
		SECTION 4.3.		Action by Residual Interestholder with Respect to Bankruptcy			8
		SECTION 4.4.		Restrictions on Residual Interestholder’s Power			8
ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES							8
		SECTION 5.1.		Establishment of Residual Interest Distribution Account			8
		SECTION 5.2.		Application of Trust Funds			9
		SECTION 5.3.		Method of Payment			10

TABLE OF CONTENTS
(continued)

						Page
		SECTION 5.4.		Accounting and Reports to the Residual Interestholder, the Internal Revenue Service and Others			10
		SECTION 5.5.		Signature on Returns; Tax Matters Partner			10
		SECTION 5.6.		Sarbanes-Oxley Act			10
ARTICLE VI THE OWNER TRUSTEE							10
		SECTION 6.1.		Duties of Owner Trustee			10
		SECTION 6.2.		Rights of Owner Trustee			11
		SECTION 6.3.		Acceptance of Trusts and Duties			12
		SECTION 6.4.		Action upon Instruction by Residual Interestholder			13
		SECTION 6.5.		Furnishing of Documents			14
		SECTION 6.6.		Representations and Warranties of Owner Trustee			14
		SECTION 6.7.		Reliance; Advice of Counsel			14
		SECTION 6.8.		Owner Trustee May Own the Residual Interest and Notes			15
		SECTION 6.9.		Compensation and Indemnity			15
		SECTION 6.10.		Replacement of Owner Trustee			15
		SECTION 6.11.		Merger or Consolidation of Owner Trustee			17
		SECTION 6.12.		Appointment of Co-Trustee or Separate Trustee			17
		SECTION 6.13.		Eligibility Requirements for Owner Trustee			18
ARTICLE VII TERMINATION OF TRUST AGREEMENT							18
		SECTION 7.1.		Termination of Trust Agreement			18
ARTICLE VIII AMENDMENTS							19
		SECTION 8.1.		Supplements and Amendments			19
ARTICLE IX MISCELLANEOUS							20
		SECTION 9.1.		No Legal Title to Owner Trust Estate			20
		SECTION 9.2.		Limitations on Rights of Others			20
		SECTION 9.3.		Notices			20
		SECTION 9.4.		Severability of Provisions			21
		SECTION 9.5.		Counterparts			21
		SECTION 9.6.		Successors and Assigns			21
		SECTION 9.7.		Nonpetition Covenant			21

TABLE OF CONTENTS
(continued)

						Page
		SECTION 9.8.		No Recourse			21
		SECTION 9.9.		Headings			22
		SECTION 9.11.		Indemnification by and Reimbursement of the Servicer			22
		SECTION 9.12.		Third-Party Beneficiaries			22
		SECTION 9.13.		Submission to Jurisdiction			22
		SECTION 9.14.		Waiver			22

               THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of August 11, 2005 (as amended, supplemented or modified from time to time, this “Agreement” or this “Trust Agreement”), between VOLKSWAGEN DEALER FINANCE, LLC, a Delaware limited liability company, as Transferor (the “Transferor”), THE BANK OF NEW YORK (Delaware), a Delaware banking corporation, as Owner Trustee (not in its individual capacity but solely as Owner Trustee, the “Owner Trustee”) and THE BANK OF NEW YORK, a New York banking corporation, as resigning trustee (the “Resigning Trustee”).

W I T N E S S E T H :

               WHEREAS, the Transferor and the Resigning Trustee are parties to that certain Trust Agreement dated as of August 3, 2000 (the “Existing Agreement”);

               WHEREAS, under the Existing Agreement, the parties thereto formed the Volkswagen Credit Auto Master Owner Trust, a New York common law trust;

               WHEREAS, the Transferor and the Resigning Trustee wish to amend and restate the Existing Agreement to, among other things, effect a change in the governing law of the Existing Agreement;

               WHEREAS, upon the execution of this Agreement, the Resigning Trustee will resign and the Owner Trustee will be appointed the sole trustee of the Trust referred to below;

               WHEREAS, the Volkswagen Credit Auto Master Owner Trust has elected to become a Delaware statutory trust (the “Trust”) pursuant to the Delaware Statutory Trust Act, 12 Del. C. §3801, et seq. (the “Trust Statute”); and

               WHEREAS, this Agreement amends and restates as of the date hereof in its entirety the Existing Agreement, and upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall be superseded hereby in their entirety.

               NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Existing Agreement is hereby amended and restated in its entirety as follows:

DEFINITIONS AND INCORPORATION BY REFERENCE

               SECTION 1.1. Definitions. Certain capitalized terms used in this Agreement shall have the respective meanings assigned to them in Part I of Appendix A to the Amended and Restated Trust Sale and Servicing Agreement dated as of August 11, 2005, among the Transferor, the Servicer and the Trust (the “Trust Sale and Servicing Agreement”). All references herein to Articles, Sections and subsections are to Articles, Sections and subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of Appendix A to the Trust Sale and Servicing Agreement shall be applicable to this Agreement.

ARTICLE II

ORGANIZATION

               SECTION 2.1. Name. The Trust created under the Existing Trust Agreement, and created as a Delaware statutory trust by the filing of the certificate of trust pursuant to the Trust Statute, and continued hereby shall be known as “Volkswagen Credit Auto Master Owner Trust” in which name the Owner Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued on behalf of the Trust.

               SECTION 2.2. Office. The office of the Trust shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address as the Owner Trustee may designate by written notice to the Residual Interestholder and the Transferor.

               SECTION 2.3. Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities:

               (a) to acquire, manage and hold the Receivables to be transferred to the Trust from time to time pursuant to the Trust Sale and Servicing Agreement;

               (b) to issue and sell the Notes pursuant to the Indenture or to another indenture, note purchase agreement or similar agreement and to sell, transfer or exchange the Notes;

               (c) to acquire property and assets from the Transferor pursuant to the Trust Sale and Servicing Agreement, to make payments or distributions on the Notes to the Noteholders and with respect to the Residual Interest to the Residual Interestholder, to make withdrawals from the accounts established pursuant to the Basic Documents and to pay the organizational, start-up and transactional expenses of the Trust;

               (d) to establish, acquire, hold and terminate liquidity, credit and other enhancement arrangements, and perform its obligations thereunder;

               (e) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the terms of the Indenture and to hold, manage such Trust Estate and distribute funds to the Residual Interestholder pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture;

               (f) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party;

               (g) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith;

               (h) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Noteholders and the Residual Interestholder; and

               (i) to the extent set forth in any Series Supplement, hold derivatives, including derivatives inconsistent with being a “QSPE” under the Statement of Financial Accounting Standards No. 140.

The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement, the other Basic Documents or the Trust Statute.

               SECTION 2.4. Resignation, Appointment and Acceptance.

     (a) Upon execution of this Agreement, The Bank of New York (the “Resigning Trustee”) shall resign as a trustee of the Trust. The Administrator hereby appoints The Bank of New York (Delaware) as successor Owner Trustee of the Trust effective as of the Resigning Trustee’s resignation, to have all the rights, powers and duties set forth herein and under the Trust Statute, and the Owner Trustee, pursuant to Section 6.10 of the Existing Agreement and by its execution hereof, hereby accepts the appointment as Owner Trustee, and accepts the rights, powers, trusts and duties of an Owner Trustee with respect to the trust as provided in this Agreement.

     (b) The Administrator waives any prior written notice it may have been entitled to receive pursuant to the Existing Agreement with respect to the resignation of the Resigning Trustee. Each of the Resigning Trustee and the Owner Trustee waives any prior written notice either may have been entitled to receive pursuant to the Existing Agreement with respect to its resignation or appointment, respectively.

     (c) As required pursuant to Section 6.10 of the Existing Agreement, the Administrator shall provide notice of such resignation of the Resigning Trustee and appointment of the Owner Trustee to each of the Rating Agencies, the Indenture Trustee and the Residual Interestholders.

     (d) The Resigning Trustee acknowledges that all fees and expenses due it have been paid.

     (e) The Resigning Trustee shall deliver to the Owner Trustee all documents, computer files and statements and monies held by it as trustee under the Existing Agreement. The Administrator and the Resigning Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the Owner Trustee all such rights, powers, duties and obligations it may have as Owner Trustee.

               SECTION 2.5. Initial Capital Contribution of Owner Trust Estate. Pursuant to the Trust Sale and Servicing Agreement, the Transferor has sold, assigned, transferred, conveyed and set over to the Owner Trustee, the assets specified in the Trust Sale and Servicing Agreement. The Owner Trustee has acknowledged receipt in trust from the Transferor, as of August 3, 2000, of the foregoing contribution, which shall constitute the initial Owner Trust Estate. The Transferor shall continue to pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

               SECTION 2.6. Declaration of Trust. The Owner Trustee hereby declares that it shall hold the Owner Trust Estate in trust upon and subject to the conditions and obligations set forth herein and in the Trust Sale and Servicing Agreement for the use and benefit of the Residual Interestholder, subject to the obligations of the Trust under the Basic Documents and under the Trust Statute. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Trust Statute, that this Agreement and the certificate of trust filed in the State of Delaware constitute the governing instruments of such trust. The Owner Trustee shall file the certificate of trust in the Form Attached hereto as Exhibit A with the Secretary of State of the State of Delaware.

               SECTION 2.7. Liability of the Residual Interestholder. The Residual Interestholder shall not have any personal liability or obligation of the Trust.

               SECTION 2.8. Title to Trust Property. Legal title to all the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity.

               SECTION 2.9. Situs of Trust. The Trust shall be located and administered in the State of Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of New York or Delaware. The Trust shall not have any employees in any state; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments shall be received by the Trust only in the State of Delaware or the State of New York, and payments and distributions shall be made by the Trust only from the State of Delaware or the State of New York.

               SECTION 2.10. Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Owner Trustee that, as of the date hereof:

     (a) Organization and Power. The Transferor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all power and authority required to carry on its business as it is now conducted. The Transferor has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect the business, properties, financial condition or results of operations of the Transferor, taken as a whole.

     (b) Authorization and No Contravention. The execution, delivery and performance by the Transferor of each Basic Document to which it is a party (i) have been duly authorized by all necessary limited liability company action and (ii) do not violate or constitute a default under (A) any applicable law, rule or regulation, (B) its organizational instruments or (C) any agreement, contract, order or other instrument to which it is a party or its property is subject.

     (c) No Consent Required. No approval, authorization or other action by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Transferor of any Basic Document other than UCC filings and other than approvals and authorizations that have previously been obtained and filings which have previously been made.

     (d) Binding Effect. Each Basic Document to which the Transferor is a party constitutes the legal, valid and binding obligation of the Transferor enforceable against the Transferor in accordance with its terms, except as limited by bankruptcy, insolvency, or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of equity.

     (e) No Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of the Transferor, threatened against the Transferor which, either in any one instance or in the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets of the Transferor, or in any material impairment of the right or ability of the Transferor to carry on its business substantially as now conducted, or in any material liability on the part of the Transferor, or which would render invalid this Agreement or the Receivables or the obligations of the Transferor contemplated herein, or which would materially impair the ability of the Transferor to perform under the terms of this Agreement or any other Basic Document.

               SECTION 2.11. Federal Income Tax Allocations; Tax Treatment.

               (a) If the Residual Interest is held by more than one Person or the Trust is recharacterized as a separate entity the net income of the Trust for any month as determined for federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated:

     (1) first, to the holder(s) of interests in the Residual Interest as of the close of business on the last day of such month, in proportion to their interests in the Residual Interest, any amounts of income payable in respect of the Residual Interest for such month; and

     (2) second, to the holder(s) of interests in the Residual Interest, and to other holders of interests in the Reserve Account, to the extent of any remaining net income, in accordance with their respective interest therein.

If the net income of the Trust for any month is insufficient for the allocations described in subclause (a)(1), subsequent net income shall first be allocated to make up such shortfall before being allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be allocated to the Transferor or other holders of interests in the Reserve Account to the extent the Transferor or other holders of interests in the Reserve Account are reasonably expected to bear the economic burden of such net losses, and any remaining net losses shall be allocated to any other holder of an interest in the Residual Interest as of the close of business on the last day of such month in proportion to such Person’s interest in the Residual Interest on such day. The Transferor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Transferor or other holders of interests in the Reserve Account, or as otherwise required by the Code.

               (b) All “excess nonrecourse liabilities” represented by all outstanding Notes issued by the Trust, as well as the deductions attributable thereto, shall be allocated one hundred

percent to the Transferor in accordance with Treasury Regulations section 1.752-3(a)(3). Notwithstanding any other provision of this Agreement, if the Residual Interest is held solely by one Person or the Trust has not been recharacterized as a separate entity, the application of clause (a) and this clause (b) shall be disregarded.

               (c) It is the intent of the parties hereto that, solely for purposes of Federal income taxes, state and local income, franchise, single business taxes and/or value added taxes and any other taxes imposed on or measured in whole or in part by income, until the Residual Interest is held by more than one owner (as determined for Federal income tax purposes) or the Trust is otherwise recharacterized as a separate entity, the Trust will be disregarded as an entity separate from its beneficial owner and the Notes will be treated as debt. If the Residual Interest is held by more than one owner (as determined for Federal income tax purposes) or the Trust is otherwise recharacterized as a separate entity, it is the intention of the parties hereto that, solely for purposes of Federal income taxes, state and local income, franchise, single business tax and/or value added taxes and any other taxes imposed on or measured in whole or in part by income, the Trust shall be treated as a partnership and the Residual Interestholder(s) and the Transferor shall be treated as partners in that partnership with the assets of the partnership being the Receivables and other assets held by the Trust, and the Notes being debt of that partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as a partnership for such tax purposes.

RESIDUAL INTEREST

               SECTION 3.1. Ownership. The Residual Interest shall represent an undivided ownership interest in the Trust. The Transferor shall be the only holder of the Residual Interest. The Residual Interest shall not be certificated, shall not have a principal balance and shall not bear interest. The Transferor shall not sell, assign, pledge or otherwise transfer the Residual Interest. Any amendment to this Agreement which would change the foregoing shall be subject to the condition that the Transferor shall retain at least 1/10th of 1% of the Residual Interest. The Residual Interest may not be acquired by or held on behalf of a Benefit Plan.

               SECTION 3.2. Maintenance of Office or Agency. The Owner Trustee shall maintain an office or offices or agency or agencies in New York where notices and demands to or upon the Owner Trustee in respect of the Residual Interest and the Basic Documents may be served. The Owner Trustee initially designates the Corporate Trust Office of the Owner Trustee as its office for such purposes. The Owner Trustee shall give prompt written notice to the Transferor, the Servicer and the Indenture Trustee of any change in the location of any such office or agency.

               SECTION 3.3. Appointment of Paying Agent. The Owner Trustee may appoint a Paying Agent. If so appointed, such Paying Agent shall make distributions to Residual Interestholder from the Residual Interest Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided that no such reports shall be required so long as the Transferor is the sole Residual Interestholder. For so long as the Indenture is in effect, notwithstanding anything in this Agreement to the contrary, all amounts to be distributed to the Residual Interestholder or the Residual Interest Distribution Account shall be distributed by the Indenture Trustee as required by the Series Supplement. Any

Paying Agent shall have the revocable power to withdraw funds from the Residual Interest Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove any Paying Agent appointed by it. Any Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Owner Trustee, whereupon the Owner Trustee may appoint a successor to act as the Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for distribution to the Residual Interestholder in trust for the benefit of the Residual Interestholder until such sum shall be paid to the Residual Interestholder. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon the removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

ACTIONS BY OWNER TRUSTEE

               SECTION 4.1. Prior Notice to Residual Interestholder with Respect to Certain Matters. The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall have notified the Residual Interestholder in writing of the proposed action at least 30 days before the taking of such action, and (ii) the Residual Interestholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Residual Interestholder has withheld consent or provided alternative direction:

               (a) the initiation of any claim or lawsuit by the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture);

               (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;

               (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Residual Interestholder;

               (d) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Residual Interestholder; or

               (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

               SECTION 4.2. Action by Residual Interestholder with Respect to Certain Matters. The Owner Trustee shall not have the power, except upon the written direction of the Residual Interestholder, as described in the last sentence of this Section 4.2, to (a) remove the Administrator under the Administration Agreement pursuant to Section 10 thereof, (b) appoint a successor Administrator pursuant to Section 10 of the Administration Agreement, (c) remove the Servicer under the Trust Sale and Servicing Agreement pursuant to Section 7.2 thereof or (d) except as expressly provided in the Basic Documents, sell the Receivables transferred to the Trust pursuant to the Trust Sale and Servicing Agreement or any interest therein after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon the affirmative vote of, or a written consent signed by, the Residual Interestholder upon at least 30 days prior notice thereof.

               SECTION 4.3. Action by Residual Interestholder with Respect to Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Residual Interestholder and the delivery to the Owner Trustee by the Residual Interestholder of a certificate certifying that such Residual Interestholder reasonably believes that the Trust is insolvent. The Transferor agrees that it, at any time that it is the Residual Interestholder, shall not approve or be deemed to have approved the commencement of a voluntary proceeding in bankruptcy relating to the Trust for purposes of this Section 4.3 unless such commencement is approved by the affirmative vote of all of the members of the Transferor’s board of directors.

               SECTION 4.4. Restrictions on Residual Interestholder’s Power. The Residual Interestholder shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Basic Documents or would be contrary to Section 2.3, nor shall the Owner Trustee be obligated to follow any such direction, if given.

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

               SECTION 5.1. Establishment of Residual Interest Distribution Account.

               (a) The Servicer, for the benefit of the Residual Interestholder and at the request of the Residual Interestholder, shall cause to be established and maintained in the name of the Trust an Eligible Deposit Account known as the Volkswagen Credit Auto Master Owner Trust Residual Interest Distribution Account (the “Residual Interest Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Residual Interestholder. The Residual Interest Distribution Account shall initially be established with the Owner Trustee.

               (b) The Trust shall possess all right, title and interest in and to all funds on deposit from time to time in the Residual Interest Distribution Account and in all proceeds thereof for the benefit of the Residual Interestholder. Except as otherwise provided herein or in the Trust Sale and Servicing Agreement, the Residual Interest Distribution Account shall be under the sole dominion and control of the Trust for the benefit of the Residual Interestholder. If, at any time, any Residual Interest Distribution Account ceases to be an Eligible Deposit Account, the Servicer, within 10 days of determining that such Residual Interest Distribution Account is no longer an Eligible Deposit

Account, shall establish a substitute Eligible Deposit Account as such Residual Interest Distribution Account, instruct the Owner Trustee in writing to transfer any cash and/or any Eligible Investments to such new Residual Interest Distribution Account and, from the date any such substitute account is established, such account shall be the Residual Interest Distribution Account.

               All Eligible Investments shall be held by the Trust as applicable, for the benefit of the Residual Interestholder. Funds on deposit in the Residual Interest Distribution Account shall at the written direction of the Servicer be invested by the Owner Trustee, solely in Eligible Investments that will mature so that such funds will be available at the close of business on the next Business Day. All interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Residual Interest Distribution Account shall be credited to the Residual Interest Distribution Account when received. In the absence of timely and specific written investment direction from the Servicer, the Owner Trustee shall invest any cash held by the Trust in Eligible Investments specified in clause (h) of the definition thereof. In no event shall the Owner Trustee be liable for the selection of investments or for investment losses incurred thereon. The Owner Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer to provide timely written investment direction.

               SECTION 5.2. Application of Trust Funds.

               (a) On each Payment Date, the Owner Trustee shall distribute to the Residual Interestholder the amounts deposited in the Residual Interest Distribution Account as set forth in the applicable Series Supplement. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other Basic Documents, so long as Transferor is the Residual Interestholder, (i) no Residual Interestholder Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Residual Interest required hereunder or under the Indenture or the applicable Series Supplement shall be made directly to the Transferor by the Owner Trustee (whether or not the Indenture or the applicable Series Supplement otherwise contemplates deposit into the Residual Interest Distribution Account) and the Indenture Trustee and the Owner Trustee shall have no duty or liability to see to such distribution.

               (b) On each Payment Date, the Owner Trustee shall send to the Residual Interestholder any statement provided to the Owner Trustee by the Servicer pursuant to Section 3.4 of the Trust Sale and Servicing Agreement on such Payment Date.

               (c) If the Owner Trustee determines, whether as a result of advice from the Administrator or otherwise, that any withholding tax is imposed on the Trust’s distribution (or allocations of income) to the Residual Interestholder, such tax shall reduce the amount otherwise distributable to the Residual Interestholder in accordance with this Section 5.2; provided that the Owner Trustee shall not have an obligation to withhold any such amount so long as the Transferor is the Residual Interestholder. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Residual Interestholder sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee (without any obligation to do so) from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Residual Interestholder shall be treated as cash distributed to such Residual Interestholder at the time it is

withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Residual Interestholder), the Owner Trustee may in its sole discretion (but shall not be required to) withhold such amounts in accordance with this Section 5.2(c). If the Residual Interestholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Residual Interestholder in making such claim so long as such Residual Interestholder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred.

               SECTION 5.3. Method of Payment. Distributions required to be made to the Residual Interestholder on any Payment Date shall be made to the Residual Interestholder either by wire transfer, in immediately available funds, to the account of such Residual Interestholder at a bank or other entity having appropriate facilities therefor, if the Residual Interestholder shall have provided to the Owner Trustee appropriate written instructions at least five Business Days prior to such Payment Date or, if not, by check mailed to the Residual Interestholder at the address of the Residual Interestholder determined in accordance with Section 9.3.

               SECTION 5.4. Accounting and Reports to the Residual Interestholder, the Internal Revenue Service and Others. The Administrator on behalf of the Owner Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the cash method of accounting, (b) deliver to the Residual Interestholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information provided to it as may be required to enable the Residual Interestholder to prepare its federal income tax return, (c) file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable state or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as, for so long as the Transferor is the Residual Interestholder, a division or branch of the Transferor and, if not, as determined by the Transferor for federal income tax purposes, in all such cases on forms prepared by the Administrator, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax required to be withheld by the Owner Trustee in accordance with Section 5.2(c) with respect to income or distributions to the Residual Interestholder.

               SECTION 5.5. Signature on Returns; Tax Matters Partner. Subject to Section 2.11, the Owner Trustee shall sign on behalf of the Trust any and all tax returns of the Trust that are prepared and delivered to it for execution by the Administrator, unless applicable law requires a Residual Interestholder to sign such documents, in which case such documents shall be signed by the Transferor. The Transferor shall be the “tax matters partner” of the Trust pursuant to the Code.

               SECTION 5.6. Sarbanes-Oxley Act. Notwithstanding anything to the contrary herein or in any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify in accordance with the provisions of the Sarbanes-Oxley Act on behalf of the Trust or any other Person, any periodic reports filed pursuant to the Exchange Act, or any other documents pursuant to the Sarbanes-Oxley Act, as amended.

ARTICLE VI

THE OWNER TRUSTEE

               SECTION 6.1. Duties of Owner Trustee.

               (a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Residual Interestholder, subject to the Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement.

               (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement and shall have no duty to monitor the Administrator.

               (c) The Owner Trustee may conclusively rely and shall be fully protected in acting or refraining from acting on any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person. The Owner Trustee shall not be bound to make any investigation into any fact or matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document.

               (d) The Owner Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

     (i) this Section 6.1(d) shall not limit the effect of Section 6.1(a) or (b);

     (ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was negligent in ascertaining the pertinent facts; and

     (iii) the Owner Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 4.1, 4.2 or 6.4.

               (e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon.

               (f) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, result in the Trust’s becoming taxable as a corporation for federal income tax purposes.

               (g) The Residual Interestholder shall not direct the Owner Trustee to take action that would violate the provisions of this Section 6.1.

               SECTION 6.2. Rights of Owner Trustee. The Owner Trustee is authorized and directed to execute and deliver the Basic Documents and each certificate or other document

attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party, in such form as the Transferor shall approve as evidenced conclusively by the Owner Trustee’s execution thereof. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action as the Administrator recommends with respect to the Basic Documents.

               SECTION 6.3. Acceptance of Trusts and Duties. (a) Except as otherwise provided in this Article VI, in accepting the trusts hereby created, The Bank of New York (Delaware) acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be liable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own negligent action, its own negligent failure to act or its own willful misconduct or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.6 and expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

               (b) the Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable held by the Trust, or the perfection and priority of any security interest created by any such Receivable in any Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the distributions and payments to be made to Residual Interestholder under this Agreement or to Noteholders under the Indenture, including, without limitation: the existence and contents of any such Receivable on any computer or other record thereof; the validity of the assignment of any such Receivable to the Trust or of any intervening assignment; the completeness of any such Receivable; the performance or enforcement of any such Receivable; the compliance by the Transferor or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee;

               (c) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Residual Interestholder;

               (d) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document;

               (e) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or any amounts payable with respect to the Residual Interest;

               (f) the Owner Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of any provision of this Agreement or for the due execution hereof by the Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, the Notes or of any Receivables held by the Trust or any related documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Residual Interestholder, other than as expressly provided for herein and in the Basic Documents;

               (g) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Indenture Trustee, the Transferor or the Servicer under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Trust Sale and Servicing Agreement; and

               (h) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Residual Interestholder, unless such Residual Interestholder have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or wilful misconduct in the performance of any such act.

               SECTION 6.4. Action upon Instruction by Residual Interestholder.

               (a) Subject to Section 4.4, the Residual Interestholder may by written instruction direct the Owner Trustee in the management of the Trust.

               (b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law.

               (c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement or the Basic Documents, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Residual Interestholder requesting instruction as to the course of action to be adopted, and, to the extent the Owner Trustee acts in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instructions within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, and the Owner Trustee shall have no liability to any Person for any such action or inaction.

               SECTION 6.5. Furnishing of Documents. The Owner Trustee shall furnish (a) to the Residual Interestholder, promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents and (b) to the Noteholders and the Residual Interestholder, promptly upon receipt of a written request therefor, copies of the Receivables Purchase Agreement, the Trust Sale and Servicing Agreement, the Administration Agreement, and this Agreement.

               SECTION 6.6. Representations and Warranties of Owner Trustee. The Owner Trustee hereby represents and warrants to the Transferor, for the benefit of the Residual Interestholder, that:

               (a) It is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

               (b) It has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. The eligibility requirements set forth in Section 6.13 are satisfied with respect to it.

               (c) The execution, delivery and performance by it of this Agreement (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Owner Trustee or to the best of its knowledge without independent investigation any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Owner Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Owner Trustee and (iii) shall not to the best of its knowledge without independent investigation violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Owner Trustee’s performance or ability to perform its duties as Owner Trustee under this Agreement or on the transactions contemplated in this Agreement.

               (d) The execution, delivery and performance by the Owner Trustee of this Agreement shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any Governmental Authority regulating the banking and corporate trust activities of banks or trust companies in the jurisdiction in which the Trust was formed.

               (e) This Agreement has been duly executed and delivered by the Owner Trustee and constitutes the legal, valid and binding agreement of the Owner Trustee, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

               SECTION 6.7. Reliance; Advice of Counsel.

     (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper (whether in its original or facsimile form) believed by it to be genuine and believed by it to be signed by the proper party or parties and need not investigate any fact or matter in any such document. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely, without any inquiry or investigation into the factual matters addressed therein, on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

     (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee: (i) may act directly or through its agents, attorneys, custodians or nominees pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees shall have been selected by the Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled professionals to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountants or other such Persons.

     SECTION 6.8. Owner Trustee May Own the Residual Interest and Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee of the Residual Interest or Notes and may deal with the Transferor, the Administrator, the Indenture Trustee and the Servicer in transactions in the same manner as it would have if it were not the Owner Trustee.

     SECTION 6.9. Compensation and Indemnity. The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor and the Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed by the Servicer for its other expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, custodians, nominees, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder. The Servicer shall indemnify the Owner Trustee and its successors, assigns, agents and servants in accordance with the provisions of Section 6.4 of the Trust Sale and Servicing Agreement. The indemnities contained in this Section 6.9 shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. Any amounts paid to the Owner Trustee pursuant to this Section 6.9 shall be deemed not to be a part of the Owner Trust Estate immediately after such payment.

     SECTION 6.10. Replacement of Owner Trustee.

     (a) The Owner Trustee may at any time give notice of its intent to resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator; provided that no such resignation shall become effective, and the Owner Trustee

shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed and have accepted appointment within 30 days after the giving of such notice, the resigning Owner Trustee giving such notice may petition at the expense of the Servicer any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if:

     (i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator;

     (ii) the Owner Trustee shall be adjudged bankrupt or insolvent;

     (iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or

     (iv) the Owner Trustee shall otherwise be incapable of acting.

               (b) If the Owner Trustee resigns or is removed or if a vacancy exists in the office of Owner Trustee for any reason the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee.

               (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator, and all fees and expenses due to the outgoing Owner Trustee are paid. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

               (d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents, computer files and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.

               (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Residual Interestholders, the Indenture Trustee and the Rating Agencies.

               SECTION 6.11. Merger or Consolidation of Owner Trustee. Any Person into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided such Person shall be eligible pursuant to Section 6.13, and without the execution or filing of any instrument or any further act on the part of any of the parties hereto; provided, however, that the Owner Trustee shall mail notice of such merger or consolidation to the Rating Agencies.

               SECTION 6.12. Appointment of Co-Trustee or Separate Trustee.

               (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Owner Trust Estate or any of the Dealers may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 6.10.

               (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

     (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

     (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

     (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

               (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as

if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.

               (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

               SECTION 6.13. Eligibility Requirements for Owner Trustee. The Owner Trustee shall at all times satisfy the requirements of Section 26(a)(1) of the Investment Company Act. The Owner Trustee shall at all times: (a) be authorized to exercise corporate trust powers; (b) have an aggregate capital, surplus and undivided profits of at least $50,000,000 and be subject to supervision or examination by federal or state authorities; and (c) have (or have a parent which has) a long-term unsecured debt rating of at least BBB- by Standard & Poor’s and at least Baa3 by Moody’s. If such corporation shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 6.13, the aggregate capital, surplus and undivided profits of such corporation shall be deemed to be its aggregate capital, surplus and undivided profits as set forth in its most recent report of condition so published. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section 6.13, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 6.10. Notwithstanding any other term or provision of this Agreement, the Owner Trustee shall comply at all times with subsection (a)(4)(i) of Rule 3a-7 of the Investment Company Act. At all times, at least one trustee of the Trust shall satisfy the requirements of Section 3807(a) of the Trust Statute.

ARTICLE VII

TERMINATION OF TRUST AGREEMENT

               SECTION 7.1. Termination of Trust Agreement.

               (a) This Agreement (other than Article VI) and the Trust shall terminate and be of no further force or effect on the date (the “Trust Termination Date”) upon which occurs the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Transfer and Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of the Residual Interestholder shall not (x) operate to terminate this Agreement or the Trust or (y) entitle the Residual Interestholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the

Trust or Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

               (b) Upon dissolution of the Issuer, the Administrator shall wind up the business and affairs of the Issuer as required by Section 3808 of the Trust Statute. Upon the satisfaction and discharge of the Indenture, and receipt of a certificate from the Indenture Trustee stating that all Noteholders have been paid in full and that the Indenture Trustee is aware of no claims remaining against the Issuer in respect of the Indenture and the Notes, the Administrator, in the absence of actual knowledge of any other claim against the Issuer, shall be deemed to have made reasonable provision to pay all claims and obligations (including conditional, contingent or unmatured obligations) for purposes of Section 3808(e) of the Trust Statute and upon the written direction of the Residual Interestholder the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Delaware Secretary of State in accordance with the provisions of Section 3810 of the Trust Statute, at which time the Issuer shall terminate and this Agreement (other than Section 6.9) shall be of no further force or effect.

               (c) Except as provided in Section 6.3(a), none of the Transferor or the Residual Interestholder shall be entitled to revoke or terminate the Trust.

ARTICLE VIII

AMENDMENTS

               SECTION 8.1. Supplements and Amendments.

               (a) Any term or provision of this Agreement may be amended by the Transferor, without the consent of the Indenture Trustee, any Noteholder, the Administrator, any Enhancement Provider or any other Person; provided that (i) with respect to each Outstanding Series, either (A) any amendment that materially and adversely affects the interests of the Noteholders of such Outstanding Series shall require the consent of Noteholders evidencing not less than a majority of the aggregate outstanding principal amount of the Notes of such Outstanding Series or (B) such amendment shall not, as evidenced by an Officer’s Certificate of the Transferor delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Noteholders of such Outstanding Series and (ii) any amendment that materially and adversely affects the interests of the Administrator, the Residual Interestholder, any Enhancement Provider, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. The consent of the Administrator, the Residual Interestholder, any Enhancement Provider or the Indenture Trustee shall be deemed to have been given if the Transferor 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 the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest on any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note, or (ii) reduce the percentage of the aggregate outstanding principal amount

of the Outstanding Notes, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the aggregate outstanding principal amount of the Outstanding Notes which were required to consent to such matter before giving effect to such amendment.

               (d) 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 of any Outstanding Series 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.

               (e) Prior to the execution of any amendment to this Agreement, the Transferor 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 Transferor shall furnish a copy of such amendment to each Rating Agency, any Enhancement Provider, the Owner Trustee and the Indenture Trustee.

               (f) Prior to the execution of any amendment to this Agreement, the Owner Trustee shall be entitled to receive and 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 may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

ARTICLE IX

MISCELLANEOUS

               SECTION 9.1. No Legal Title to Owner Trust Estate. The Residual Interestholder shall not have legal title to any part of the Owner Trust Estate. The Residual Interestholder shall be entitled to receive distributions with respect to their undivided ownership interest therein only in accordance with Articles V and VII. No transfer, by operation of law or otherwise, of any right, title, and interest of the Residual Interestholder to and in their ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

               SECTION 9.2. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Transferor, the Residual Interestholder, the Administrator and, to the extent expressly provided herein, the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

               SECTION 9.3. Notices. All demands, notices and communications upon or to the Transferor, the Servicer, the Administrator, the Indenture Trustee, the Owner Trustee or the

Rating Agencies or Residual Interestholder under this Agreement shall be delivered as specified in Appendix B to the Trust Sale and Servicing Agreement.

               SECTION 9.4. 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 enforceable to the fullest extent permitted, and if not so permitted, 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 the rights of the Residual Interestholder.

               SECTION 9.5. Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

               SECTION 9.6. Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Transferor, the Owner Trustee and Residual Interestholder and their respective successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by the Residual Interestholder shall bind the successors and assigns of such Residual Interestholder.

               SECTION 9.7. Nonpetition Covenant. The Owner Trustee, by entering into this Agreement, and each Noteholder, Note Owner and the Residual Interestholder, by accepting the benefits of this Agreement, hereby covenant and agree 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 any 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.

               SECTION 9.8. No Recourse. The Residual Interestholder acknowledges that the Residual Interest represents an undivided ownership interest in the Trust only and does not represent interests in or obligations of the Transferor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement or the Basic Documents.

               SECTION 9.9. Headings. The headings herein are for purposes of reference only and shall not affect the meaning or interpretation of any provision hereof.

               SECTION 9.10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

               SECTION 9.11. Indemnification by and Reimbursement of the Servicer. The Owner Trustee further acknowledges and accepts the conditions and limitations with respect to the Servicer’s obligation to indemnify, defend and hold the Owner Trustee harmless as set forth in Section 6.4 of the Trust Sale and Servicing Agreement.

               SECTION 9.12. Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, the Noteholders, the Residual Interestholder, the Enhancement Providers, the Indenture Trustee and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, no other Person will have any right or obligation hereunder.

               SECTION 9.13. Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally:

               (a) submits for itself and its property in any legal action or proceeding relating to this Agreement, any documents executed and delivered in connection herewith or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive 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;

               (b) 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;

               (c) 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 Appendix B to the Trust Sale and Servicing Agreement; and

               (d) 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 sue in any other jurisdiction.

               SECTION 9.14. Waiver. The Owner Trustee waives any prior written consent that it was entitled to receive pursuant to the Administration Agreement, dated as of August 10, 2000, among the Trust, VW Credit, as Administrator, and the Indenture Trustee, with respect to the amendment thereof pursuant to the Amended and Restated Administration Agreement and the Omnibus Amendment, each dated as of the Closing Date.

               IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

		THE BANK OF NEW YORK (Delaware), as Owner Trustee
		By:		/s/ Kristine K. Gullo
				Name: Kristine K. Gullo
				Title: Vice President
		VOLKSWAGEN DEALER FINANCE, LLC, as Transferor
		By:		/s/ David Schulz
				Name: David Schulz
				Title: President and Treasurer
		By:		/s/ LeSha Thorpe
				Name: LeSha Thorpe
				Title: Assistant Treasurer
		THE BANK OF NEW YORK, as Resigning Trustee
		By:		/s/ John Bobko
				Name: John Bobko
				Title: Vice President

Acknowledged and Accepted:
VW CREDIT, INC., as Servicer and Administrator
By:		/s/ David Schulz   Name: David Schulz
		Title: Treasurer
By:		/s/ LeSha Thorpe
		Name: LeSha Thorpe
		Title: Assistant Treasurer

Amended and Restated Trust Agreement

EXHIBIT A

FORM OF
Certificate of Trust
of
VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST

THIS CERTIFICATE OF TRUST OF VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST (the “Trust”), is being duly executed and filed by The Bank of New York (Delaware), a Delaware banking corporation, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. §3801, et seq.).

     Name. The name of the statutory trust being formed hereby is VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST.

     Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware is The Bank of New York (Delaware), 502 White Clay Center, Route 273, Newark, Delaware 19711.

     Effective Date. This Certificate of Trust shall be effective as of August 11, 2005.

[signature page follows]

     IN WITNESS WHEREOF, the undersigned, being the trustee of the Trust, has executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

		The Bank of New York (Delaware), not in its individual capacity, but solely as owner trustee
		By:
						Name:
						Title: