As filed with the Securities and Exchange Commission on ~~July 10,~~September 16, 2009

~~Registration No. 333-_____~~


		Registration No. 333-160515

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC

as a Depositor to the Issuing Entities described herein

VW CREDIT LEASING, LTD.

Issuer with respect to the Transaction SUBI Certificates
(Exact name of each Registrant as specified in its charter)


~~Delaware~~		11-365048-3
Delaware		38-6738618

(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		~~(I.R.S. Employer~~ Identification Nos.)

2200 Ferdinand Porsche Drive
Herndon, VA 20171
(703) 364-7000
(Address, including ZIP code, and telephone number,
including area code, of each Registrant’s principal executive offices)

Allen Strang, Esq.
VW Credit, Inc.
2200 Ferdinand Porsche Drive
Herndon, VA 20171
(703) 364-7000
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)

Copies To:


Stuart M. Litwin, Esq. Mayer Brown LLP 71 S. Wacker Drive Chicago, IL 60606 (312) 782-0600		Angela M. Ulum, Esq. Mayer Brown LLP 71 S. Wacker Drive Chicago, IL 60606 (312) 782-0600

Approximate date of commencement of proposed sale to the public:from time to time after this Registration Statement becomes effective as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, please check the following box.o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filero		Accelerated filero		Non-accelerated filerþ (Do not check if a smaller reporting company)		Smaller reporting companyo

CALCULATION OF REGISTRATION FEE

PROPOSED PROPOSED
TITLE OF EACH CLASS MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE FEE
Asset Backed Notes and Certificates $1,000,000 100% $1,000,000 $55.80
Special Unit of Beneficial Interest Certificates(2) (3) (3) (3) (3)
Total $1,000,000 100% $1,000,000 $55.80

PROPOSED

TITLE OF EACH CLASS

AMOUNT TO

MAXIMUM

AMOUNT OF

OF SECURITIES TO BE

BE

OFFERING PRICE

AGGREGATE

REGISTRATION

REGISTERED

PER UNIT (1)

OFFERING PRICE

FEE (4) (5)

Asset Backed Notes and Certificates

$9,000,000,000

100%

$9,000,000,000

$502,200

Special Unit of Beneficial Interest Certificates(2)

(3)

Total

$9,000,000,000

100%

$9,000,000,000

$502,200


(1)		Estimated solely for the purpose of calculating the registration fees pursuant to Rule 457.

(2)		Each Special Unit of Beneficial Interest (“Transaction SUBI”) issued by VW Credit Leasing, Ltd. will constitute a beneficial interest in specified assets of VW Credit Leasing, Ltd., including certain leases and the automobiles relating to those leases. The Transaction SUBIs are not being offered to investors hereunder. Each Special Unit of Beneficial Interest Certificate (the“Transaction SUBI Certificate”) issued by VW Credit Leasing, Ltd. and representing the related Transaction SUBI will be transferred to the applicable Issuing Entity. The Transaction SUBI Certificates are not being offered to investors hereunder.

(3)		Not applicable.


(4)		$55.80 has previously been paid.



(5)		$110,421.75 of the registration fee for this Registration Statement is being offset, pursuant to Rule 457(p) of the General Rules and Regulations under the Securities Act of 1933, as amended, by the registration fees paid in connection with unsold Asset Backed Notes and Certificates registered by under Registration Statement No. 333-133770 and amended by Amendment No. 1 to Form S-3 filed on June 9, 2006, Amendment No. 2 to Form S-3 filed on July 11, 2006, and Amendment No. 3 to Form S-3 filed on July 14, 2006.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

INTRODUCTORY STATEMENT

This Registration Statement contains two base prospectuses (each, a “Prospectus”) relating to the offering of one or more series of securities, each of which will include one or more classes of notes and/or one or more classes of certificates.

The first Prospectus (the “Loan Prospectus”) contemplates the securitization of assets which may include certain new and used motor vehicle loans or installment sales contracts.

The second Prospectus (the “Lease Prospectus”) contemplates the securitization of assets which may include units of beneficial interest in the Co-Registrant, VW Credit Leasing, Ltd., which is a trust that owns certain motor vehicle leases, the vehicles underlying these leases, and the related rights associated therewith.

This Registration Statement also contains one form of Prospectus Supplement with respect to the Loan Prospectus and one form of Prospectus Supplement with respect to the Lease Prospectus.

Each Prospectus and the related Prospectus Supplement relates only to the securities described therein.

The information in this preliminary prospectus supplement is not complete and may be changed. We may not sell the securities described in this preliminary prospectus supplement until we deliver a final prospectus supplement and attached prospectus. This preliminary prospectus supplement is not an offer to sell these securities nor is it seeking an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated [ ]

PROSPECTUS SUPPLEMENT
(To Prospectus Dated [ ], [ ])

[VOLKSWAGEN LOGO]

You should carefully read the“risk factors” beginning on page S-[___] of this prospectus supplement and page 1 of the prospectus.

The notes are asset backed securities. The notes will be the sole obligation of the issuing entity only and will not be obligations of or guaranteed by VW Credit, Inc., Volkswagen Auto Lease/Loan Underwritten Funding, LLC or any of their affiliates.

No one may use this prospectus supplement to offer and sell the notes unless it is accompanied by the prospectus.

No one may use this prospectus supplement to offer and sell these securities unless it is accompanied by the prospectus.

$[ ]

Volkswagen Auto Loan Enhanced Trust 200[ ]-[ ]
Issuing Entity

Volkswagen Auto Lease/Loan Underwritten Funding, LLC
Depositor

VW Credit, Inc.
Sponsor and Servicer

The following notes are being offered by this prospectus supplement:

Final

Expected

Scheduled

Final

Principal Amount

Interest Rate

Payment Date

Maturity Date

Class A-1 Notes

$

%

Class A-2 Notes

$

%

Class A-3 Notes

$

%

Class A-4 Notes

$

[LIBOR +]%

[Class B Notes]

$

%

Total

$

Underwriting

Proceeds to the

Price to Public(1)

Discount

Seller

Per Class A-1 Note

%

Per Class A-2 Note

%

Per Class A-3 Note

%

Per Class A-4 Note

%

[Per Class B Note]

%

Total

$


(1)		Plus accrued interest, if any, from [ ].

•		The notes are payable solely from the assets of the issuing entity, which consist primarily of retail motor vehicle installment sale contracts and/or installment loans that are secured by new and used automobiles and light-duty trucks, [payments due under an interest rate swap agreement] [and funds on deposit in the reserve account.] [[ ] will be the counterparty to the interest rate swap agreement.]

•		The issuing entity will pay interest and principal on the notes on the [ ] day of each month, or, if the [ ] is not a business day, the next business day, starting on [ ].

•		Credit enhancement for the notes offered hereby will consist of [a reserve account with an initial deposit of $[ ],] [subordinated certificates,] [excess interest on the receivables] and [the yield supplement overcollateralization amount] [and, in the case of the Class A notes, by subordination of certain payments to the Class B noteholders].

•		The issuing entity will also issue a certificate representing an equity interest in the issuing entity, which is not being offered hereby.

•		[On the closing date, the notes will be “eligible collateral” under and as defined in the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility, subject to those considerations discussed under “Risk Factors — Loss of TALF Eligibility, the Requirements of the TALF Program or the Lack of Availability of a TALF Loan May Adversely Affect Your Financing Options and the Liquidity and Market Value of Your Notes” in this prospectus


		supplement. If you intend to finance a purchase of notes through the Term Asset-Backed Securities Loan Facility, you should consult your financial and legal advisors before making a purchase. See also “TALF Considerations”.]

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

[UNDERWRITERS]

The date of this prospectus supplement is [ ]

TABLE OF CONTENTS


	Page
SUMMARY OF STRUCTURE AND FLOW OF FUNDS		S-4
SUMMARY OF TERMS		S-6
RISK FACTORS		S-18
USE OF PROCEEDS		S-32
THE ISSUING ENTITY		S-32
Limited Purpose and Limited Assets		S-32
Capitalization of the Issuing Entity		S-33
The Issuing Entity Property		S-33
THE TRUSTEES		S-34
The Owner Trustee		S-34
The Indenture Trustee		S-35
THE DEPOSITOR		S-35
THE SPONSOR		S-36
THE ORIGINATOR		S-36
THE SERVICER		S-37
[THE SWAP COUNTERPARTY		S-38
THE RECEIVABLES POOL		S-39
Criteria Applicable to Selection of Receivables		S-39
Delinquencies, Net Credit Loss and Repossession Experience		S-45
Delinquency Experience Regarding the Pool of Receivables		S-46
Static Pool Information About Certain Previous Securitizations		S-47
[TALF CONSIDERATIONS]		S-47
The TALF Program		S-47
Defaults on TALF Loans		S-48
Eligible Collateral Under TALF		S-48
WEIGHTED AVERAGE LIFE OF THE NOTES		S-51
THE NOTES		S-58
General		S-58
Delivery of Notes		S-58
Payments of Interest		S-58
Payments of Principal		S-59
[Interest Rate Swap Agreement]		S-61
DESCRIPTION OF THE TRANSFER AGREEMENTS AND THE ADMINISTRATION AGREEMENT		S-63
Sale and Assignment of Receivables and Related Security Interests		S-64
Collection and Other Servicing Procedures		S-64
Administration Agreement		S-64
The Accounts		S-65
Advances		S-67
Priority of Payments		S-68
[Excess Interest		S-69
Fees and Expenses		S-69
Indemnification of Indenture Trustee and the Owner Trustee		S-70
[Yield Supplement Overcollateralization Amount		S-70
Optional Redemption		S-72
Servicing Compensation and Expenses		S-72
Modifications of Receivables and Extensions of Receivables Final Payment Dates		S-72

i

TABLE OF CONTENTS
(continued)


	Page
Servicer Replacement Events		S-73
Removal or Replacement of the Servicer		S-73
Waiver of Past Servicer Replacement Events		S-74
Events of Default		S-74
Rights Upon Event of Default		S-75
Priority of Payments May Change Upon an Event of Default		S-76
Amendment Provisions		S-77
LEGAL INVESTMENT		S-79
MATERIAL FEDERAL INCOME TAX CONSEQUENCES		S-80
STATE AND LOCAL TAX CONSEQUENCES		S-81
CERTAIN ERISA CONSIDERATIONS		S-82
UNDERWRITING		S-84
Offering Restrictions		S-86
FORWARD-LOOKING STATEMENTS		S-88
LEGAL PROCEEDINGS		S-88
LEGAL MATTERS		S-88
GLOSSARY		S-89
INDEX OF PRINCIPAL TERMS		I-1
APPENDIX A STATIC POOL INFORMATION REGARDING CERTAIN PREVIOUS SECURITIZATIONS		I-1
APPENDIX B CERTIFICATION AS TO TALF ELIGIBILITY FOR NON-MORTGAGE-BACKED ABS		B-1

ii

WHERE TO FIND INFORMATION IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

This prospectus supplement and the accompanying prospectus provide information about the issuing entity and the securities offered by this prospectus supplement and the accompanying prospectus.

We tell you about the notes in two separate documents:

• the accompanying prospectus, which provides general information, some of which may not apply to your notes; and

• this prospectus supplement, which describes the specific terms of your notes.

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with other or different information. If you receive any other information, you should not rely on it. We are not offering the notes in any state where the offer is not permitted. We do not claim that the information in this prospectus supplement and the accompanying prospectus is accurate on any date other than the dates stated on their respective covers.

We have started with two introductory sections in this prospectus supplement describing the securities and the issuing entity in abbreviated form, followed by a more complete description of the terms of the offering of the notes. The introductory sections are:

• Summary of Terms—provides important information concerning the amounts and the payment terms of each class of notes and gives a brief introduction to the key structural features of the issuing entity; and

• Risk Factors—describes briefly some of the risks to investors in the securities.

We include cross-references in this prospectus supplement and in the accompanying prospectus to captions in these materials where you can find additional related information. You can find the page numbers on which these captions are located under the Table of Contents in this prospectus supplement and the Table of Contents in the accompanying prospectus. You can also find a listing of the pages where the principal terms are defined under “Index of Principal Terms” beginning on page S-[___] of this prospectus supplement and page [ ] of the accompanying prospectus.

Wherever information in this prospectus supplement is more specific than the information in the accompanying prospectus, you should rely on the information in this prospectus supplement.

If you have received a copy of this prospectus supplement and accompanying prospectus in electronic format, and if the legal prospectus delivery period has not expired, you may obtain a paper copy of this prospectus supplement and accompanying prospectus from the depositor or from the underwriters.

S-1

REPORTS TO NOTEHOLDERS

After the securities are issued, unaudited monthly servicing reports containing information concerning the issuing entity, the securities and the receivables will be prepared by VW Credit, Inc. (“VW Credit”) and sent on behalf of the issuing entity to the indenture trustee (with a copy to each rating agency[, the swap counterparty] and the issuing entity), who will forward the same to Cede & Co. See the accompanying prospectus under “Reports to Securityholders.”

Owners of the securities may receive the reports by submitting a written request to the indenture trustee. In the written request you must state that you are an owner of securities and you must include payment for expenses associated with the distribution of the reports. [The indenture trustee will also make such reports (and, at its option, any additional files containing the same information in an alternative format) available to securityholders each month via its Internet website, which is presently located at [ ]. The indenture trustee will forward a hard copy of the reports to each securityholder promptly after it becomes aware that the reports are not accessible on its Internet website. Assistance in using this Internet website may be obtained by calling the indenture trustee’s customer service desk at [ ]. The indenture trustee will notify the securityholders in writing of any changes in the address or means of access to the Internet website where the reports are accessible.]

The reports do not constitute financial statements prepared in accordance with generally accepted accounting principles. VW Credit, the depositor and the issuing entity do not intend to send any of their financial reports to the beneficial owners of the securities. The issuing entity will file with the Securities and Exchange Commission (the “SEC”) all required annual reports on Form 10-K, distribution reports on Form 10-D and current reports on Form 8-K. Those reports will be filed with the SEC under the name “Volkswagen Auto Loan Enhanced Trust [ ]” and file number [ ].

S-2

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

THIS PROSPECTUS SUPPLEMENT MAY ONLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN THE UNITED KINGDOM TO PERSONS AUTHORISED TO CARRY ON A REGULATED ACTIVITY (“AUTHORISED PERSONS”) UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (“FSMA”) OR TO PERSONS OTHERWISE HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFYING AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED, OR TO PERSONS QUALIFYING AS HIGH NET WORTH PERSONS UNDER ARTICLE 49 OF THAT ORDER OR TO ANY OTHER PERSON TO WHOM THIS PROSPECTUS SUPPLEMENT MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED.

NEITHER THIS PROSPECTUS SUPPLEMENT NOR THE ACCOMPANYING PROSPECTUS NOR THE SECURITIES ARE OR WILL BE AVAILABLE TO OTHER CATEGORIES OF PERSONS IN THE UNITED KINGDOM AND NO ONE FALLING OUTSIDE SUCH CATEGORIES IS ENTITLED TO RELY ON, AND THEY MUST NOT ACT ON, ANY INFORMATION IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. THE COMMUNICATION OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS TO ANY PERSON IN THE UNITED KINGDOM OTHER THAN PERSONS IN THE CATEGORIES STATED ABOVE IS UNAUTHORIZED AND MAY CONTRAVENE THE FSMA.

S-3

SUMMARY OF STRUCTURE AND FLOW OF FUNDS

This structural summary briefly describes certain major structural components, the relationship among the parties, the flow of funds and certain other material features of the transaction. This structural summary does not contain all of the information that you need to consider in making your investment decision. You should carefully read this entire prospectus supplement and the accompanying prospectus to understand all the terms of this offering.

Structural Diagram

S-4

Flow of Funds

(Prior to an Acceleration after an Event of Default)

S-5

SUMMARY OF TERMS

This summary highlights selected information from this prospectus supplement and the accompanying prospectus and does not contain all of the information that you need to consider in making your investment decision. This summary provides an overview of certain information to aid your understanding. You should carefully read this entire prospectus supplement and the accompanying prospectus to understand all of the terms of the offering.

THE PARTIES*

Issuing Entity/Trust

Volkswagen Auto Loan Enhanced Trust 200[ ]-[ ], a Delaware statutory trust, will be “issuing entity” of the notes. The principal assets of the issuing entity will be a pool of receivables which are motor vehicle retail installment sales contracts and/or installment loans that are secured by new and used automobiles and light-duty trucks.

Depositor/Seller

Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company and a wholly owned special purpose subsidiary of VW Credit, Inc., is the “depositor” of the issuing entity. The depositor will sell the receivables to the issuing entity. An affiliate of the depositor will be the initial holder of the issuing entity’s certificate.

You may contact the depositor by mail at 2200 Ferdinand Porsche Drive, Herndon, Virginia 20171, or by calling (703) 364-7000.

Servicer/Sponsor

VW Credit, Inc., a Delaware corporation, known as “VW Credit” or the “servicer”, will service the receivables held by the issuing entity and is the “sponsor” of the transaction described in this prospectus supplement and the related prospectus. The servicer will be entitled to receive a servicing fee for each collection

period. The “servicing fee” for any payment date will be an amount equal to the product of (1) [1.00]% per annum; (2) one-twelfth (or, in the case of the first payment date, [one-sixth] and (3) the net pool balance of the receivables as of the first day of the related collection period (or as of the initial cut-off date, in the case of the first collection period). As additional compensation, the servicer will be entitled to retain all supplemental servicing fees and investment income from amounts on deposit in the collection account and the principal distribution account. The servicing fee, together with any portion of the servicing fee that remains unpaid from prior payment dates, will be payable on each payment date from funds on deposit in the collection account with respect to the collection period preceding such payment date, including funds, if any, deposited into the collection account from the reserve account.

Originators

VW Credit originated the receivables, which VW Credit will sell to the depositor. We refer to VW Credit as the “originator”. VW Credit will sell all of the receivables to be included in the receivables pool to the depositor and the depositor will sell those receivables to the issuing entity.

Administrator

VW Credit will be the “administrator” of the issuing entity, and in such capacity will provide administrative and ministerial services for the issuing entity.

Trustees

[ ], a [national banking association], will be the “indenture trustee”.

* NOTE: Disclose transactions that are not arm’s length or transactions that are outside the ordinary course between sponsor, depositor or issuing entity and any other transaction party.

S-6

[ ], a [Delaware banking corporation], will be the “owner trustee”.

[Swap Counterparty]

[[ ], a [ ], will be the “swap counterparty”] [insert disclosure required by Item 1115 of Regulation AB].

THE OFFERED NOTES

The issuing entity will issue and offer the following notes:

Principal

Interest

Final Scheduled

Class

Amount

Rate

Payment Date

Class A-1 Notes

$

%

Class A-2 Notes

$

%

Class A-3 Notes

$

%

Class A-4 Notes

$

[LIBOR +]%

[Class B Notes

$

%]

[The [Class A-4] notes are sometimes referred to as the “floating rate notes.”]

The issuing entity will also issue a subordinated and non-interest bearing “certificate” which represents an equity interest in the issuing entity and is not offered hereby. The certificateholder will be entitled on each payment date only to amounts remaining after payments on the notes and payments of issuing entity expenses and other required amounts on such payment date.

The notes are issuable in a minimum denomination of $100,000 and integral multiples of $1,000 in excess thereof.

The issuing entity expects to issue the notes on or about [___], which we refer to as the “closing date”.

INTEREST AND PRINCIPAL

The issuing entity will pay interest on the notes monthly, on the [ ] day of each month (or, if that day is not a business day, on the next business day), which we refer to as the “payment date”. The first payment date is

[_________]. On each payment date, payments on the notes will be made to holders of record as of the last business day preceding that payment date (except in limited circumstances where definitive notes are issued), which we refer to as the “record date”.

Interest Payments

Interest on the [Class A-1 notes and the Class A-4] notes will accrue from and including the prior payment date (or, with respect to the first payment date, from and including the closing date) to but excluding the following payment date.

[Interest on the Class A-2 notes and the Class A-3 notes will accrue from and including the 20th day of each calendar month preceding each payment date (or, with respect to the first payment date, from and including the closing date) to but excluding the 20th day of the following month.]

Interest accrued as of any payment date but not paid on that payment date will be payable on the next payment date, together with interest on such amount at the applicable interest rate (to the extent lawful).

The issuing entity will pay interest on the Class A-1 notes [and the Class A-4 notes] on the basis of the actual number of days elapsed during the period for which interest is payable and a 360-day year. This means that the interest due on each payment date for the Class A-1 notes [and the Class A-4 notes, as applicable] will be the product of (i) the outstanding principal balance on the Class A-1 notes [and the Class A-4 notes, as applicable], (ii) the related interest rate and (iii) the actual number of days from and including the previous payment date (or, in the case of the first payment date, from and including the closing date) to but excluding the current payment date divided by 360.

The issuing entity will pay interest on the Class A-2 notes, the Class A-3 notes, [the Class A-4 notes][and the Class B notes] on

S-7

		the basis of a 360-day year consisting of twelve 30-day months. This means that the interest due on each payment date for the Class A-2 notes, the Class A-3 notes, [the Class A-4 notes][and the Class B notes] will be the product of (i) the outstanding principal balance of the related class of notes, (ii) the applicable interest rate and (iii) 30 (or in the case of the first payment date, [_______]), divided by 360.

•		Interest payments on all classes of Class A notes will have the same priority. [Interest payments on the Class B notes will be subordinated to interest payments and, in specified circumstances, principal payments of the Class A notes.]

Principal Payments

•

The issuing entity will generally pay principal on the notes monthly on each payment date in accordance with the payment priorities described below under “—Priority of Payments.”

The issuing entity will make principal payments of the notes based on the amount of collections and defaults on the receivables during the prior collection period.

This prospectus supplement describes how available funds and amounts on deposit in the reserve account are allocated to principal payments of the notes.

•

On each payment date, prior to the acceleration of the notes following an event of default, which is described below under “—Interest and Principal Payments after an Event of Default,” the issuing entity will distribute funds available to pay principal of the notes in the following order of priority:

(1)		first, to the Class A-1 notes, until the Class A-1 notes are paid in full;

(2)		second, to the Class A-2 notes, until the Class A-2 notes are paid in full;

(3)		third, to the Class A-3 notes, until the Class A-3 notes are paid in full;

(4)		fourth, to the Class A-4 notes, until the Class A-4 notes are paid in full; and

[(5)		fifth, to the Class B notes, until the Class B notes are paid in full.]

Interest and Principal Payments after an Event of Default

On each payment date after an event of default under the indenture occurs [(other than an event of default based on the issuing entity’s breach of a covenant, representation or warranty)] and the notes are accelerated, after payment of certain amounts to the trustees and the servicer [and the swap counterparty], interest on the Class A notes will be paid ratably to each class of Class A notes and principal payments of each class of notes will be made first to Class A-1 noteholders until the Class A-1 notes are paid in full. Next, the noteholders of all other classes of notes will receive principal payments, ratably, based on the aggregate outstanding principal amount of each remaining class of notes. [After interest on and principal of all of the Class A notes are paid in full, interest and principal payments will be made to noteholders of the Class B notes.] On each payment date after an event of default under the indenture occurs and the notes are accelerated as the result of the issuing entity’s breach of a covenant, representation or warranty, after payment of certain amounts to the trustees, the servicer and the swap counterparty, interest on the Class A notes will be paid ratably to each class of Class A notes [followed by interest on the Class B notes]. Principal payments of each class of notes will then be made first to the Class A-1 noteholders until the Class A-1 notes are paid in full. Next, the noteholders of all other classes of Class A notes will receive principal payments, ratably, based on the outstanding principal amount of each remaining class of Class A notes until those other classes of Class A notes are paid in full. [Next, the Class B noteholders will receive principal payments until the Class B notes are paid in full.] Payments of the foregoing amounts will be made from available funds and other amounts, including all

S-8

amounts held on deposit in the reserve account. See “Description of the Transfer Agreements and the Administration Agreement—Rights Upon Event of Default” in this prospectus supplement.

If an event of default has occurred but the notes have not been accelerated, then interest and principal payments will be made in the priority set forth below under “—Priority of Payments.”

Optional Redemption of the Notes

If VW Credit is the servicer, then the servicer will have the right at its option to exercise a “clean-up call” and to purchase the receivables and the other issuing entity property (other than the reserve account) from the issuing entity on any payment date if, after giving effect to any payment of principal required to be made on that payment date, the then-outstanding net pool balance of the receivables is less than or equal to [10]% of [the sum of (i)] the initial net pool balance [and (ii) the initial pre-funding deposit amount, if any]. (We use the term “net pool balance” to mean, as of any date, the aggregate outstanding principal balance of all receivables (other than defaulted receivables) of the issuing entity on such date.) If the servicer[, or any successor to the servicer], purchases the receivables and other issuing entity property (other than the reserve account) the repurchase price will equal the greater of (a) the unpaid principal amount on the notes plus accrued and unpaid interest thereon up to but excluding that payment date (after giving effect to all distributions due on that payment date), [plus all amounts owing to the swap counterparty as of that payment date] and (b) the fair market value of the receivables and other issuing entity property (other than the reserve account). It is expected that at the time this option becomes available to the servicer, or any successor to the servicer, only the Class A-4 notes [and the Class B notes] will be outstanding.

Additionally, each of the notes is subject to redemption in whole, but not in part, on any payment date on which the sum of the amounts in the reserve account and the remaining available funds after the payments under clauses

firstthrough [fifth] set forth in “—Priority of Payments” below would be sufficient to pay in full the aggregate unpaid note balance of all of the outstanding notes as determined by the servicer. On such payment date, (i) the indenture trustee upon written direction from the servicer shall transfer all amounts on deposit in the reserve account to the collection account and (ii) the outstanding notes shall be redeemed in whole, but not in part.

Notice of redemption under the indenture must be given by the indenture trustee not later than [10] days prior to the applicable redemption date to each holder of notes. All notices of redemption will state: (i) the redemption date; (ii) the redemption price; (iii) that the record date otherwise applicable to that redemption date is not applicable and that payments will be made only upon presentation and surrender of those notes, and the place where those notes are to be surrendered for payment of the redemption price; (iv) that interest on the notes will cease to accrue on the redemption date; and (v) the CUSIP numbers (if applicable) for the notes. In addition, the issuing entity will notify each rating agency set forth under “—Ratings” below upon redemption of the notes.

EVENTS OF DEFAULT

The occurrence of any one of the following events will be an “event of default” under the indenture:

a default in the payment of any interest on any note [of the Controlling Class] when the same becomes due and payable, and such default shall continue for a period of five business days;

default in the payment of the principal of any note at the related final scheduled payment date or the redemption date;

any failure by the issuing entity to duly observe or perform in any material respect any of its material covenants or agreements in the indenture, which failure materially and adversely affects the interests of the noteholders, and which continues

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		unremedied for 90 days after receipt by the issuing entity of written notice thereof from the indenture trustee or noteholders evidencing a majority of the outstanding principal amount of the notes [of the Controlling Class] (it being understood that no servicer replacement event will result from a breach by the servicer of any covenant for which the repurchase of the affected receivable is specified as the sole remedy pursuant to the sale and servicing agreement);

•		any representation or warranty of the issuing entity made in the indenture proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of the noteholders, and which failure continues unremedied for 90 days after receipt by the issuing entity of written notice thereof from the indenture trustee or noteholders evidencing at least a majority of the notes [of the Controlling Class] (it being understood that any repurchase of a receivable by VCI pursuant to the purchase agreement or the depositor pursuant to the sale and servicing agreement shall be deemed to remedy any incorrect representation or warranty with respect to such receivable); and

the occurrence of certain events (which, if involuntary, remain unstayed for more than 90 days) of bankruptcy, insolvency, receivership or liquidation of the issuing entity.

[Notwithstanding the foregoing, a delay in or failure of performance referred to under the first four bullet points above for a period of 150 days will not constitute an event of default if that delay or failure was caused by force majeure or other similar occurrence.]

The amount of principal required to be paid to noteholders under the indenture, however, generally will be limited to amounts available to make such payments in accordance with the priority of payments. Thus, the failure to pay principal of a class of notes due to a lack of amounts available to make such a payment will

not result in the occurrence of an event of default until the final scheduled payment date for that class of notes.

ISSUING ENTITY PROPERTY

The primary assets of the issuing entity will be a pool of retail motor vehicle installment sales contracts and/or installment loans secured by a combination of new and used automobiles and light-duty trucks. We refer to these contracts and loans as “receivables”, to the pool of those receivables as the “receivables pool” and to the persons who financed their purchases or refinanced existing obligations with these contracts and loans as “obligors”. The receivables were underwritten in accordance with the originator’s underwriting criteria.

The receivables identified on the schedule of receivables delivered by VW Credit on the closing date will be transferred to the depositor by VW Credit and then transferred by the depositor to the issuing entity. The issuing entity will grant a security interest in the receivables and the other issuing entity property to the indenture trustee on behalf of the noteholders [and the swap counterparty].

The “issuing entity property” will include the following:

the receivables, including collections on the receivables after the applicable cut-off date (the cut-off date for the receivables sold to the issuing entity on the closing date is [ ], which we refer to as the [initial] “cut-off date”, [and the cut-off date for the receivables sold to the issuing entity on a Funding Date, the “subsequent cut-off date,” is the date specified in the notice relating to that Funding Date)];

security interests in the vehicles financed by the receivables, which we refer to as the “financed vehicles”;

all receivable files relating to the original motor vehicle retail installment sales contracts and/or loans evidencing the receivables;

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[rights under the interest rate swap agreement and payments made by the swap counterparty under the interest rate swap agreement;]

any other property securing the receivables;

all rights of the applicable originator under agreements with the dealers relating to receivables;

rights to proceeds under insurance policies that cover the obligors under the receivables or the financed vehicles;

amounts on deposit in the accounts owned by the issuing entity and permitted investments of those accounts;

rights of the issuing entity under the sale and servicing agreement and of the depositor, as buyer, under the purchase agreement; and

the proceeds of any and all of the above.

STATISTICAL INFORMATION

The statistical information in this prospectus is based on the receivables as of the cut-off date in the [statistical] pool as of [ ], which we refer to as the “[statistical] cut-off date”. [The statistical distribution of the characteristics of the actual receivables pool will vary somewhat from the statistical distribution of those characteristics in this prospectus because the actual pool will be selected from the receivables in the [statistical] pool and other receivables owned by the originator. Any variance between the characteristics of the statistical pool and the actual pool will not be material.]

As of the close of business on the [statistical] cut-off date, the receivables in the statistical pool described in this prospectus supplement had:

an aggregate receivables balance of $[_______________];

a weighted average contract rate of [_______]%;

a weighted average original maturity of [_______] months; and

a weighted average remaining maturity of [_______] months.

As of the cut-off date, the receivables sold to the issuing entity on the closing date are expected to have an aggregate principal balance of approximately $[ ].

In addition to the purchase of receivables from the issuing entity in connection with the servicer’s exercise of its “clean-up call” option as described above under “Interest and Principal—Optional Redemption of the Notes,” receivables may be purchased from the issuing entity by the depositor or sponsor, in connection with the breach of certain representations and warranties concerning the characteristics of the receivables, and by the servicer, in connection with the breach of certain servicing covenants, as described under “The Servicer.”

[SUBSEQUENT RECEIVABLES]

[On the closing date, $[ ] of the proceeds from the sale of the notes by the issuing entity will be deposited in an account, which we refer to as the “pre-funding account.” The amount deposited in the pre-funding account on the closing date represents [ ]% of the initial aggregate principal balance of the receivables (including the expected aggregate principal balance of the subsequent receivables). During the Funding Period, the issuing entity will use the funds, if any, on deposit in the pre-funding account to acquire additional receivables from the seller, which we refer to as “subsequent receivables,” for an amount equal to the Receivables Purchase Price on each date (no more than once a week) which we refer to as a “Funding Date.” Subsequent receivables must meet certain eligibility criteria as described in “The Transaction Documents—Transfer and Assignment of the Receivables” in the accompanying prospectus.

The Funding Period will begin on the closing date and will end on the earliest to occur of:

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[ ] full calendar months following the closing date;

the date on which the amount in the pre-funding account is $[10,000] or less; or

the occurrence of an event of default under the indenture.

On the first payment date following the termination of the Funding Period, the indenture trustee will withdraw any funds remaining on deposit in the pre-funding account (excluding investment earnings) and distribute them to the noteholders. See “Description of the Purchase Agreement, Sale and Servicing Agreement and the Indenture—Pre-Funding Account.”]

PRIORITY OF PAYMENTS

On each payment date, except after the acceleration of the notes following an event of default, the indenture trustee will make the following payments and deposits from available funds in the collection account (including funds, if any, deposited into the collection account from the reserve account and amounts, if any, paid by the swap counterparty) in the following amounts and order of priority:

•

first, to the servicer, for reimbursement of outstanding advances;

•

second, to the servicer, the servicing fee;

•

[third, to the swap counterparty, the Net Swap Payment;]

•

fourth, pro rata, (1) to the Class A noteholders, interest on the Class A notes and [(2) to the Swap Counterparty any Senior Swap Termination Payments payable to the swap counterparty;]

•

fifth, to the principal distribution account for distribution to the noteholders, the First Allocation of Principal, if any;

•

[sixth, to the Class B noteholders, interest on the Class B notes;]

•

[seventh, to the principal distribution account for distribution to the noteholders, the Second Allocation of Principal;]

•

eighth, to the reserve account, until the amount of funds in the reserve account is equal to the specified reserve account balance;

•

[ninth, to the swap counterparty, any Subordinate Swap Termination Payment and any other amounts payable by the issuing entity to the swap counterparty and not previously paid;]

•

tenth, to pay to the owner trustee and the indenture trustee, accrued and unpaid fees and reasonable expenses (including indemnification amounts) permitted under the sale and servicing agreement, the trust agreement and the indenture, as applicable, which have not been previously paid; and

•

eleventh, any remaining funds will be distributed to the holder of the issuing entity’s certificates.

The final distribution to any noteholder will be made only upon surrender and cancellation of the physical certificate representing that noteholder’s notes at an office or agency of the indenture trustee specified in a notice from the indenture trustee, in the name of and on behalf of the issuing entity.

Amounts deposited in the principal distribution account will be paid to the noteholders of the notes as described under “The Notes—Payments of Principal.”

CREDIT ENHANCEMENT

The credit enhancement provides protection for the [Class A notes and the Class B] notes against losses and delays in payment or other shortfalls of cash flow. The credit enhancement for the notes will be the [subordination of the certificate,] [the reserve account,] [overcollateralization (in addition to the yield supplement overcollateralization amount) and the yield supplement overcollateralization

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amount] [and the excess interest on the receivables]. If the credit enhancement is not sufficient to cover all amounts payable on the notes, notes having a later scheduled final maturity date generally will bear a greater risk of loss than notes having an earlier final scheduled maturity. See also “Risk Factors—Your share of possible losses may not be proportional” and “Description of the Transfer Agreements and the Administration Agreement—Priority of Payments.”

The credit enhancement for the notes will be as follows:


[Class A notes]		[Subordination of principal payments of the Class B notes, which will have an initial note balance of $[ ],] the reserve account and excess interest on the receivables.

[Class B notes]		[The reserve account and excess interest on the receivables]

[Subordinated Certificates

The certificate [will have an initial principal balance of $[ ] (approximately [ ]% of the aggregate initial principal amount of the notes and the certificate) and] will be subordinated to the notes to provide credit enhancement for the notes because [no payments will be made on the certificate until the notes have been paid in full.] [no payments will be made on the certificate after an event of default until the notes have been paid in full.] See “Priority of Payments” above. The certificate is not offered to you under this prospectus supplement.]

[Subordination of Payments on the Class B Notes]

[As long as the Class A notes remain outstanding, payments of interest on any payment date on the Class B notes will be subordinated to payments of interest on the Class A notes and certain other payments on that payment date (including principal payments of

the Class A notes in specified circumstances), and payments of principal of the Class B notes will be subordinated to all payments of principal of and interest on the Class A notes and certain other payments on that payment date. If the notes have been accelerated after an event of default under the indenture [(other than events of default based on the issuing entity’s breach of covenant, representation or warranty)], all payments on the Class B notes will be subordinated to all payments on the Class A notes until the Class A notes are paid in full. See “Description of the Purchase Agreement, Sale and Servicing Agreement and the Indenture—Priority of Payments May Change Upon the Event of Default” in this prospectus supplement.]

Reserve Account

On the closing date, the depositor will deposit from the proceeds of the sale of the notes $[________] ([ ]% of the initial adjusted pool balance) in cash into the reserve account[, plus an amount expected to cover the negative carry with respect to the accrued interest on that portion of the note balance equal to amounts on deposit in the pre-funding account and earnings on funds, if any, on deposit in the pre-funding account]. [(We use the term “adjusted pool balance” to mean, as of any date, the net pool balance at that time, minus the yield supplement overcollateralization amount (as described below) as of that date.)] Collections on the receivables and other available funds, to the extent available after payments and deposits of higher priority are made, will be added to the reserve account on each payment date until the amount on deposit in the reserve account is equal to the specified reserve account balance (as described below).

[The initial amount deposited in the reserve account on the closing date from the proceeds of the sale of the notes will be [ ]% of the initial [adjusted] pool balance as of the initial cut-off date.]

On each payment date, available funds will be deposited in the reserve account in accordance with the priority of payments described above until the amount on deposit in the reserve

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account equals the specified reserve account balance. Except as provided in the following paragraph, the “specified reserve account balance” is, on any payment date, the lesser of (a) $[ ] ([ ]% of the initial adjusted pool balance) and (b) the aggregate outstanding balance of the notes after giving effect to all payments of principal on that payment date.

On each payment date, the issuing entity will withdraw funds from the reserve account to cover any shortfalls in the amounts required to be paid on that payment date with respect to clauses [first] through [seventh] under “Priority of Payments” above.

On any payment date, if the amount in the reserve account exceeds the specified reserve account balance, the excess will be transferred to the collection account and distributed on that payment date [as available funds][to the holder of the issuing entity’s certificates]. See “Description of the Transfer Agreements and the Administration Agreement—The Accounts—Reserve Account” in this prospectus supplement.

Overcollaterization

Overcollateralization is the amount by which the adjusted pool balance exceeds the outstanding principal amount of the notes. Overcollateralization means that there will be additional assets (in addition to the yield supplement overcollateralization amount described below) generating collections that will be available to cover credit losses on the receivables. The initial amount of overcollateralization will be $[ ], or approximately [ ]% of the initial adjusted pool balance.

[Yield Supplement Overcollateralization Amount]

[The yield supplement overcollateralization amount is equal to the sum of the amount for each receivable equal to the excess, if any, of (x) the scheduled payments due on the receivable for each future collection period discounted to present value as of the end of the preceding collection period at the APR of that receivable

over (y) the scheduled payments due on the receivable for each future collection period discounted to present value as of the end of the preceding collection period at a discount rate equal to the greater of the APR of that receivable and [ ]%.

As of the closing date, the yield supplement overcollateralization amount will equal $[ ], which is approximately [ ]% of the initial adjusted pool balance. The yield supplement overcollateralization amount will decline on each payment date. The yield supplement overcollateralization amount is intended to compensate for low APRs on some of the receivables and is in addition to the overcollateralization referred to above.

See “Description of the Transfer Agreements and the Administration Agreement—Yield Supplement Overcollateralization Amount” in this prospectus supplement for more detailed information about the yield supplement overcollateralization amount.]

[Excess Interest]

[Because more interest is expected to be paid by the obligors in respect of the receivables than is necessary to pay the related servicing fee, any net swap payment and interest on the notes each month, there is expected to be “excess interest”. Any excess interest will be applied on each payment date as an additional source of available funds for distribution in accordance with the “Priority of Payments” described above.]

[INTEREST RATE SWAP]

[On the closing date, the issuing entity will enter into a transaction pursuant to an interest rate swap agreement with the swap counterparty to hedge the floating interest rate on the [Class A-4 notes]. The interest rate swap for the [Class A-4 notes] will have an initial notional amount equal to the note balance of the [Class A-4 notes] on the closing date, and that notional amount will decrease by the amount of any principal payments made on the [Class A-4 notes]. The notional amount under the interest rate swap will

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at all times be equal to the note balance of the [Class A-4 notes].

In general, under the interest rate swap agreement on each payment date, the issuing entity will be obligated to pay the swap counterparty a fixed rate payment based on a per annum fixed rate of [ ]% times the notional amount of the interest rate swap, and the swap counterparty will be obligated to pay a floating interest rate payment based on a per annum floating rate of LIBOR plus [ ]% times the notional amount of the interest rate swap. Payments (other than swap termination payments) on the interest rate swap agreement will be exchanged on a net basis. Any “net swap payment” owed by the issuing entity to the swap counterparty on the interest rate swap agreement ranks higher in priority than all payments on the notes.

Any interest rate swap agreement may be terminated upon an event of default or other termination event specified in such interest rate swap agreement. If any interest rate swap agreement is terminated due to an event of default or other termination event, a termination payment may be due to the swap counterparty by the issuing entity out of available funds.

A “senior swap termination payment” means any payment which is pro rata with payments of interest on the notes and is higher in priority than payments of principal on the notes that may be owed by the issuing entity to the swap counterparty under the interest rate swap agreement that is not a subordinated swap termination payment. A “subordinated swap termination payment” means any payment which is subordinate to payments of principal and interest on the notes that may be owed by the issuing entity to the swap counterparty under the interest rate swap agreement where the swap counterparty is the defaulting party or sole affected party (other than with respect to illegality or a tax event) as each such term is defined in the interest rate swap agreement. The issuing entity’s obligation to pay any net swap payment and any other amounts due under the interest rate swap agreement is secured under the indenture by the issuing entity property.

For a more detailed description of the interest rate swap agreement and the swap counterparty, see “The Notes—Interest Rate Swap Agreement” and “The Swap Counterparty” in this prospectus supplement.]

[Insert financial information for any credit enhancement provider liable or contingently liable to provide payments representing 10% or more of the cash flow supporting the notes in accordance with Item 1114(b) of Regulation AB.]

TAX STATUS

Mayer Brown LLP, special federal tax counsel to the depositor, will deliver an opinion stating that (i) for federal income tax purposes, the issuing entity will not be classified as an association taxable as a corporation and the issuing entity will not be treated as a publicly traded partnership taxable as a corporation and (ii) the notes (other than notes, if any, retained by the issuing entity or a person considered the same person as the issuing entity for United States federal income tax purposes) will be treated as debt for United States federal income tax purposes.

Each holder of a note, by acceptance of a note, will agree to treat the note as indebtedness for federal, state and local income and franchise tax purposes.

We encourage you to consult your own tax advisor regarding the federal income tax consequences of the purchase, ownership and disposition of the notes and the tax consequences arising under the laws of any state or other taxing jurisdiction.

See “Material Federal Income Tax Consequences” in this prospectus supplement and in the accompanying prospectus.

CERTAIN ERISA CONSIDERATIONS

Subject to the considerations disclosed in “Certain ERISA Considerations” in this prospectus supplement and the accompanying prospectus, the [Class A notes and Class B]

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notes may be purchased by employee benefit plans and accounts. An employee benefit plan, any other retirement plan, and any entity deemed to hold “plan assets” of any employee benefit plan or other plan should consult with its counsel before purchasing the notes.

See “Certain ERISA Considerations” in this prospectus supplement and in the accompanying prospectus.

[MONEY MARKET INVESTMENT

The Class A-1 notes will be eligible for purchase by money market funds under paragraph (a)(10) of Rule 2a-7 under the Investment Company Act of 1940, as amended. If you are a money market fund contemplating a purchase of Class A-1 notes, you should consult your counsel before making a purchase.]

RATINGS

It is a condition to the issuance of the notes that, on the closing date, each class of notes will receive at least the following ratings from [Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,] [Moody’s Investors Service, Inc.,] and [Fitch Ratings]:

Class

[Standard
& Poor’s]

[Moody’s]

[Fitch]

A-1

[A-1+]

[Prime-1]

[F1+]

A-2

[AAA]

[Aaa]

[AAA]

A-3

[AAA]

[Aaa]

[AAA]

A-4

[AAA]

[Aaa]

[AAA]

[B]

[A]

[A3]

[A]

[Ratings on the notes will be monitored by the rating agencies listed above while the notes are outstanding.] [Although the rating agencies are not contractually obligated to monitor the ratings on the notes, we believe that the rating agencies will continue to monitor the transaction while the notes are outstanding.] Ratings on the notes may be lowered, qualified or withdrawn at any time. A rating is based on each rating agency’s independent evaluation of the receivables and the availability of any credit enhancement for the notes. [The ratings of the notes also will take into account the provisions of the interest rate swap agreement and the ratings currently

assigned the debt obligations of the swap counterparty. A downgrade, suspension or withdrawal of any rating of the debt of the swap counterparty may result in the downgrade, suspension or withdrawal of the rating assigned to any class of notes. For more specific information concerning risks associated with the interest rate swap agreement, see “Risk Factors—Risks associated with the interest rate swap” in this prospectus supplement.] A rating, or a change or withdrawal of a rating, by one rating agency will not necessarily correspond to a rating, or a change or a withdrawal of a rating, from any other rating agency.

[TERM ASSET-BACKED SECURITIES LOAN FACILITY CONSIDERATIONS

On the closing date, the notes will be “eligible collateral” backed by prime auto loans under and as defined in the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility (“TALF”) as in effect on the date of this prospectus supplement, subject to those considerations discussed under “Risk Factors— Loss of TALF Eligibility, the Requirements of the TALF Program or the Lack of Availability of a TALF Loan May Adversely Affect Your Financing Options and the Liquidity and Market Value of Your Notes” in this prospectus supplement.

On the closing date, the notes will be U.S. dollar-denominated auto loan backed asset-backed securities cleared through the Depository Trust Company. The average life of the notes is less than or equal to five years. The notes will not be subject to an optional redemption other than the customary clean-up call discussed above under“——— Optional Redemption of the Notes”. At least 95% of the receivables were originated by a U.S. organized entity and have U.S.-domiciled obligors, and at least 85% of the receivables were originated on or after October 1, 2007. The notes will have the ratings set forth above under “Ratings”, and such ratings will be obtained without the benefit of any third-party guarantee and are not on review or watch for downgrade. The notes will not bear interest payments that step up or step down to predetermined levels on specific dates. The foregoing requirements must be met, among other conditions described under “TALF Considerations” in this prospectus

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supplement, for the notes to qualify as “eligible collateral” under TALF.

You should refer to “TALF Considerations” in this prospectus supplement for a discussion of the reasons why the notes will be “eligible collateral” (as such term is defined under TALF) on the closing date and “Risk Factors — Loss of TALF Eligibility, the Requirements of the TALF Program or the Lack of Availability of a TALF Loan May Adversely Affect Your Financing Options and the Liquidity and Market Value of Your Notes” in this prospectus supplement. If you are an investor intending to pledge the notes as collateral for loans borrowed from the Federal Reserve Bank of New York under TALF, you are encouraged to consult with your financial and legal advisors regarding the program requirements of, eligibility for, and related legal and economic risks in connection with, loans under TALF.

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RISK FACTORS

An investment in the notes involves significant risks. Before you decide to invest, we recommend that you carefully consider the following risk factors in addition to the risk factors beginning on page [ ] of the accompanying prospectus.


The geographic concentration of the obligors in the receivables pool and varying economic circumstances may increase the risk of losses or reduce the return on your notes.		The concentration of the receivables in specific geographical areas may increase the risk of loss. A deterioration in economic conditions in the states where obligors reside could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables and may consequently affect the delinquency, loss and repossession experience of the issuing entity with respect to the receivables. An improvement in economic conditions could result in prepayments by the obligors of their payment obligations under the receivables. As a result, you may receive principal payments of your notes earlier than anticipated. See “—Returns on your investments may be reduced by prepayments on the receivables, events of default, optional redemption of the securities or repurchases of receivables from the issuing entity” in the prospectus. As of the [initial][statistical] cut-off date, based on the billing addresses of the obligors, [ ]%, [ ]% and [ ]% of the net pool balance of the receivables were located in [ ], [ ] and [ ], respectively. No other state accounts for more than 5.00% of the net pool balance of the receivables as of the cut-off date. Economic factors like unemployment, interest rates, the price of gasoline, the rate of inflation and consumer perceptions of the economy may affect the rate of prepayment and defaults on the receivables. Further, the effect of natural disasters, such as hurricanes and floods, on the performance of the receivables, is unclear, but there may be a significant adverse effect on general economic conditions, consumer confidence and general market liquidity. Because of the concentration of the obligors in certain states, any adverse economic factors or natural disasters in those states may have a greater effect on the performance of the notes than if the concentration did not exist.

		Additionally, during periods of economic slowdown or recession, delinquencies, defaults, repossessions and losses generally increase. These periods may also be accompanied by decreased consumer demand for light-duty trucks, SUVs or other vehicles and declining values of automobiles securing outstanding automobile loan contracts, which weakens collateral coverage and increases the amount of a loss in the event of default by an obligor. Significant

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		increases in the inventory of used automobiles during periods of economic slowdown or recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales, which may delay and reduce the amount of recoveries and increase net credit losses.

Credit scores and historical loss experience may not accurately predict the likelihood of losses on the receivables.		Information regarding credit scores for the obligors obtained at the time of acquisition from the originating dealer of their contract is presented in “The Receivables Pool” in this prospectus supplement. A credit score purports only to be a measurement of the relative degree of risk a borrower represents to a lender, i.e., that a borrower with a higher score is statistically expected to be less likely to default in payment than a borrower with a lower score. Neither the depositor, the sponsor nor any other party makes any representations or warranties as to any obligor’s current credit score or the actual performance of any motor vehicle receivable or that a particular credit score should be relied upon as a basis for an expectation that a receivable will be paid in accordance with its terms.

		Additionally, historical loss and delinquency information set forth in this prospectus supplement under “The Receivables Pool” was affected by several variables, including general economic conditions and market interest rates, that are likely to differ in the future. Therefore, there can be no assurance that the net loss experience calculated and presented in this prospectus supplement with respect to VW Credit’s managed portfolio of contracts will reflect actual experience with respect to the receivables in the receivables pool. There can be no assurance that the future delinquency or loss experience of the servicer with respect to the receivables will be better or worse than that set forth in this prospectus supplement with respect to VW Credit’s managed portfolio.

This prospectus supplement provides information regarding only the receivables as of the statistical cut-off date[, however the initial receivables and the subsequent receivables added to the receivables pool could have different characteristics.]		This prospectus supplement describes only the characteristics of the receivables as of the statistical cut-off date. The [initial] receivables [and any subsequent receivables transferred to the issuing entity during the Funding Period,] will have characteristics that differ somewhat from the characteristics of the receivables as of the statistical cut-off date described in this prospectus supplement. Although we do not expect the characteristics of the [initial] receivables [and subsequent receivables] to differ materially from the receivables as of the statistical cut-off date, and each [initial] receivable [and subsequent

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		receivable] must satisfy the eligibility criteria specified in the sale and servicing agreement, you should be aware that the [initial] receivables [and the subsequent receivables] may have been originated using credit criteria different from the criteria applied to the receivables disclosed in this prospectus supplement and may be of a different credit quality and seasoning. If you purchase a note, you must not assume that the characteristics of the [initial] receivables [and the subsequent receivables] sold to the issuing entity on the closing date will be identical to the characteristics of the receivables in the statistical pool as of the statistical cut-off date disclosed in this prospectus supplement.

[Loss of TALF Eligibility, the Requirements of the TALF Program or the Lack of Availability of a TALF Loan May Adversely Affect Your Financing Options and the Liquidity and Market Value of Your Notes		On the closing date, the notes will be “eligible collateral” under and as defined in the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility (“TALF”), as described under “TALF Considerations” in this prospectus supplement. Under TALF, subject to the program terms and conditions, the Federal Reserve Bank of New York (the “FRBNY”) may make loans secured by eligible asset-backed securities to eligible borrowers on a limited recourse basis. However, the FRBNY is under no obligation to extend credit to investors requesting TALF loans.

		The FRBNY has expressly reserved the right to change the terms and conditions of the TALF program, including the size of the program, pricing of loans, loan maturity, collateral haircuts, requirements of the underlying assets and borrower eligibility requirements.


		• The Notes May Cease to be “~~Eligible~~“Eligible Collateral” Under TALF, Which May Adversely Affect Your Financing Options and the Liquidity and Market Value of Your Notes. Although the notes will be “eligible collateral” under and as defined in TALF on the closing date, as discussed under ~~“TALF Considerations”~~“TALF Considerations” in this prospectus supplement, there can be no assurance that the notes will remain “eligible collateral” for new TALF loans sought at any time after the closing date (or TALF loans sought to be assigned after the closing date), including due to changes in the terms and conditions of the TALF program or the characteristics of the notes or the underlying receivables. In particular, the notes could become subject to a ratings downgrade or placed on negative credit watch by one of the rating agencies named in “Summary of Terms—Ratings” in this prospectus supplement. ~~If a ratings~~To be

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		considered “eligible collateral” under the TALF program, the notes must be rated in the highest long-term or short-term investment-grade rating category from two or more eligible nationally recognized statistical rating organizations (NRSROs) and must not have a credit rating below the highest investment-grade rating category from an eligible NRSRO. If a ratings downgrade or placement on negative credit watch were to occur, the notes would no longer constitute “eligible collateral” and an investor would not be able to obtain a new TALF loan secured by the notes unless and until the Class A notes were to comply with the eligibility criteria under TALF in the future. The automobile industry and financial services industry in the United States and elsewhere, like the broader world economy, are both in a state of hardship. Many automobile manufacturers, part suppliers, captive finance companies, auto dealers and related businesses have experienced declining revenues and higher financing and operating costs. Many financial institutions have experienced declining revenues, increased losses, reductions in market capitalization and higher costs. If, as a result of any financial and business difficulties impacting the automobile industry generally, or VW Credit specifically, the rating agencies rating the notes downgrade the notes, such downgrade could impair your ability to assign your TALF loan or to sell the notes securing your TALF loan. None of the sponsor, the issuing entity, the servicer, the indenture trustee nor the administrator is obligated to monitor the continuing accuracy of the characteristics of the receivables or to recalculate the weighted average life of each class of notes based on actual prepayment experience after the Closing Date or the weighted average FICO score of the receivables or to take actions to cause any ratings assigned to a class of notes to be reinstated or any negative credit watch to be removed. To the extent the notes cannot be pledged as collateral for a TALF loan, it could limit your ability to resell those notes and adversely affect the price of your notes.



		If you intend to obtain a TALF loan to finance your investment but are unable to obtain a TALF loan, you may have limited or no alternative financing options and your expected return on your investment in the notes may be significantly reduced. If the notes cease to be eligible collateral under TALF or if the terms of the TALF program change, those

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		changes may cause the notes to become less attractive to potential purchasers of the notes. Further, the FRBNY has indicated that assignment of TALF loans to other eligible borrowers may only occur with the consent of the FRBNY and prior to the expiration of the TALF program on ~~December~~March 31, ~~2009~~2010 (or such later date if extended by the

~~S-21~~


		TALF loan. Under the TALF program, the “collateral haircut”, which will be delivered by the borrower in connection with a TALF loan, is an amount of cash equal to the market value of the asset-backed securities to be pledged by a borrower to secure the TALF loan multiplied by a percentage set ~~forth~~ by the FRBNY as the applicable “haircut percentage”, which varies based on the type of asset underlying the asset-backed securities pledged by the related borrower and the weighted average FICO score of the related obligors. Currently, requests for a TALF loan

~~S-22~~


		• The FRBNY May Enforce its Rights in the Collateral and Sell Your Notes. The FRBNY is permitted to assign asset-backed securities pledged as collateral to secure a TALF loan to TALF LLC, a special purpose entity, upon the occurrence of certain defaults (including the failure to repay the TALF loan by the applicable maturity date, which is currently three years for loans secured by auto loan-backed securities) and other events described in the MLSA, and TALF LLC may liquidate the collateral and pursue remedies against the TALF borrower. If TALF LLC were to liquidate collateral or pursue remedies with respect to securities of the same class as the notes you purchased (including as a result of defaults or other actions of other TALF borrowers), or with respect to similar securities, the effect may be to depress the secondary market price of your notes.

		If you obtain a TALF loan and the outstanding amount of the loan is not repaid on or before the loan’s three-year maturity date, you must repay the outstanding amount on the maturity date or surrender your notes to the FRBNY. Because the rate of principal payments on each class of notes depends primarily on the rate of payment on the receivables, the final payment on your notes could occur later than the maturity date of the TALF loan. See “Maturity, Prepayment and Yield Considerations” in the accompanying prospectus and “Weighted Average Life of the Notes” in this prospectus supplement. If your notes remain outstanding on the maturity date of the TALF loan and you are unable to repay the outstanding amount of the TALF loan, the FRBNY may enforce its rights against the notes pledged as collateral, including by selling such notes to TALF LLC, as described above. If such an event were to occur, you would lose both your interest in the pledged notes and your equity investment in the notes represented by the collateral haircut. If an investor with a TALF loan defaults on the TALF loan, in most cases, the FRBNY and its designated agents (including TALF LLC) may only exercise remedies against the eligible collateral and the related collateral haircut securing the loan. However, there are certain exceptions to the limited recourse nature of the TALF facility outlined in the MLSA, which may result in a TALF borrower being subject to recourse for amounts in excess of the value of the collateral

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		haircut and the pledged asset-backed securities collateral, as further described in “TALF Considerations—Defaults on TALF Loans” in this prospectus supplement.

		• Terms and Conditions to Obtaining TALF Loans May Change and You May Not Be Able to Pledge the Notes in the Future. The FRBNY, the Treasury Department and other agencies of the U.S. government have announced that TALF will be funded with $200 billion, with a possible increase up to $1 trillion. In addition, TALF is capitalized with $20 billion in funds from the U.S. Treasury Department’s Troubled Assets Relief Program (“TARP”). No assurance can be made that the entire amount of funds initially dedicated to TALF or TARP will be available through the maturity of securities pledged as collateral for TALF loans, if the U.S. Congress, Treasury Department or Board of Governors of the Federal Reserve System determines that funding should be reduced or reallocated for other purposes. No assurance can be made that the terms and conditions of TALF loans existing on the closing date will remain the same if TALF borrowers wish to pledge the notes as collateral in the future. Additionally, no assurance can be made that the collateral haircuts initially announced will remain at their present levels, or that all collateral acceptable by the FRBNY at the inception of the TALF program will continue to be acceptable through the duration of the program. No assurance can be made that the FRBNY will refrain from changing (including retroactively) the terms of the MLSA and other terms and conditions of the TALF program. This prospectus supplement does not purport to describe all the requirements of participation in the TALF program or the associated risks or the availability or advisability of financing an investment in the notes with loans from the FRBNY under TALF. The terms of the TALF program are subject to change and more attractive terms could be included for different asset classes, which could cause asset-backed securities backed by prime automobile loans to be less attractive to investors. Further, it is unclear what effect TALF will have on the secondary market for the notes and asset-backed securities generally. Potential investors in the notes should consult with their own financial and legal

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		advisors with respect to the program requirements of, eligibility for, and related legal and economic risk in connection with, TALF loans. For more information about the notes and TALF, see “TALF Considerations” in this prospectus supplement.]

[Payments on the Class B notes are subordinated to payments on the Class A notes.]		Interest payments on the Class B notes on each payment date will be subordinated to servicing fees due to the servicer, fees and expenses due to the trustees, any net swap payment, any Senior Swap Termination Payment and interest on and, in specified circumstances, principal payments of the Class A notes. Principal payments of the Class B notes will be fully subordinated to principal and interest payments of the Class A notes.]

[The occurrence of certain events of default under the indenture that result in acceleration of the notes may result in a delay or default in the payment of interest on or principal of the Class B notes.]		[After an event of default under the indenture that results in acceleration of the notes [(other than an event of default that arises from the issuing entity’s breach of a covenant, representation or warranty)], the issuing entity will not make any distributions of principal or interest on the Class B notes until payment in full of principal and interest on the Class A notes. This may result in a delay or default in paying interest on or principal of the Class B notes.]

Your share of possible losses may not be proportional.		Principal payments on the notes generally will be made to the holders of the notes sequentially so that no principal will be paid on any class of notes until each class of notes with an earlier final scheduled payment date has been paid in full. As a result, a class of notes with a later maturity may absorb more losses than a class of notes with an earlier maturity.

[You may experience reduced returns on your notes resulting from distribution of amounts in the pre-funding account.]		[On one or more occasions following the closing date, the issuing entity may purchase receivables from the seller, which, in turn, will acquire these receivables from VW Credit, with funds on deposit in the pre-funding account.

		You will receive as a prepayment of principal any amounts remaining in the pre-funding account (excluding investment earnings) that have not been used to purchase receivables by the end of the Funding Period. See “The Purchase Agreement, Sale and Servicing Agreement and the Indenture—Pre-Funding Account,” in this prospectus supplement, this prepayment of principal could have the effect of shortening the weighted average life of your notes. The inability of the seller to obtain receivables meeting the requirements for sale to the issuing entity will increase the

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		likelihood of a prepayment of principal. In addition, you will bear the risk that you may be unable to reinvest any principal prepayment at yields at least equal to the yield on your notes.]

[Risks associated with the interest rate swap.]		[The issuing entity will enter into an interest rate swap transaction under an interest rate swap agreement because the receivables owned by the issuing entity bear interest at fixed rates while the [Class A-4 notes] will bear interest at a floating rate. The issuing entity may use payments made by the swap counterparty to make interest and other payments on each payment date.

		During those periods in which the floating rate payable by the swap counterparty is substantially greater than the fixed rate payable by the issuing entity, the issuing entity will be more dependent on receiving payments from the swap counterparty in order to make interest payments on the notes without using amounts that would otherwise be paid as principal on the notes. If the swap counterparty fails to pay a net swap receipt, and collections on the receivables and funds on deposit in the reserve account are insufficient to make payments of interest on the notes, you may experience delays and/or reductions in the interest on and principal payments of your notes.

		During those periods in which the floating rate payable by the swap counterparty under the interest rate swap agreement is less than the fixed rate payable by the issuing entity under the interest rate swap agreement, the issuing entity will be obligated to make a net swap payment to the swap counterparty. The issuing entity’s obligation to pay a net swap payment to the swap counterparty is secured by the issuing entity property.

		An event of default under the indenture may result in payments on your notes being accelerated. The swap counterparty’s claim for a net swap payment will be higher in priority than all payments on the notes, and the swap counterparty’s claim for any due and unpaid senior swap termination payment will be equal in priority to payments of interest on the notes and higher in priority than all payments of principal on the notes. If a net swap payment is due to the swap counterparty on a payment date and there are insufficient collections on the receivables and insufficient funds on deposit in the reserve account to make payments of interest and principal on the notes, you may experience delays and/or reductions in the interest and principal payments on your notes.

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		The interest rate swap agreement generally may not be terminated except upon the occurrence of specific events, which are described in this prospectus supplement in “The Notes—Interest Rate Swap Agreement.” Depending on the reason for the termination, a termination payment may be due to the issuing entity or to the swap counterparty. Any such termination payment could, if market interest rates and other conditions have changed materially, be substantial.

		If the swap counterparty fails to make a termination payment owed to the issuing entity under the interest rate swap agreement, the issuing entity may not be able to enter into a replacement interest rate swap agreement. If this occurs, the amount available to pay principal of and interest on the notes will be reduced to the extent the interest rate on the [Class A-4] notes exceeds the fixed rate the issuing entity would have been required to pay the swap counterparty under the interest rate swap agreement.

		If the issuing entity is required to make a Senior Swap Termination Payment to the swap counterparty, that payment will be senior to all payments on the Class [B] notes and principal payments on the Class [A] notes but equal in priority to interest payments on the Class A notes. A Senior Swap Termination Payment to the swap counterparty could cause a shortfall in funds available on any payment date, in which case you may experience delays or reductions on the interest and principal payments of your notes.

		If the interest rate swap agreement is terminated and no replacement is entered into and collections on the receivables and funds on deposit in the reserve account are insufficient to make payments of interest and principal on your notes you may experience delays and/or reductions in the interest on and principal payments of your notes.]

[Risk of loss or delay in payment may result from delays in the transfer of servicing due to the servicing fee structure.		Because the servicing fee is structured as a percentage of the net pool balance of the receivables, the amount of the servicing fee payable to the servicer may be considered insufficient by potential replacement servicers if servicing is required to be transferred at a time when much of the net pool balance of the receivables has been repaid. Due to the reduction in servicing fee as described in the foregoing, it may be difficult to find a replacement servicer. Consequently, the time it takes to effect the transfer of servicing to a replacement servicer under such circumstances may result in delays and/or reductions in the interest and principal payments on your notes.]

You may suffer losses due to receivables with low contract rates.		The receivables include receivables that have contract rates that are less than the interest rates on your notes. Interest

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		paid on the higher contract rate receivables compensates for the lower contract rate receivables to the extent such interest is paid by the issuing entity as principal on your notes and additional overcollateralization is created. Excessive prepayments on the higher contract rate receivables may adversely impact your notes by reducing the interest payments available.

Prepayments, potential losses and a change in the order of priority of principal payments may result from an event of default under the indenture.		An event of default under the indenture may result in payments on your notes being accelerated. As a result:

		• you may suffer losses on your notes if the assets of the issuing entity are insufficient to pay the amounts owed on your notes;

		• payments on your notes may be delayed until more senior classes of notes are repaid; and

		• your notes may be repaid earlier than scheduled, which may require you to reinvest your principal at a lower rate of return.

The absence of a secondary market could limit your ability to resell your notes.		There will be no market for the notes prior to their issuance, and there can be no assurance that a secondary market will develop after such issuance. If a secondary market does develop, there can be no assurance that it will provide holders with liquidity of investment, that it will enable you to realize your desired yield, or that the market will continue for the life of the notes. The underwriters presently expect to make a secondary market in the notes, but have no obligation to do so. Absent a secondary market for the notes, you may experience a delay if you choose to sell your note or the price you receive for your note may be less than you would receive for a comparable liquid security. The market values of the notes are likely to fluctuate. Fluctuations may be significant and could result in significant losses to you. The secondary market for asset-backed securities is experiencing significantly reduced liquidity. Illiquidity can have a severely adverse effect on the prices of securities that are especially sensitive to prepayment, credit or interest rate risk, such as the notes. This period of illiquidity may continue and may adversely affect the market value of your notes. See “Risk Factors—The absence of a secondary market for the securities could limit your ability to resell your securities” in the prospectus

The rate of depreciation of certain financed vehicles could exceed the amortization of the outstanding principal amount of the related receivables, which may result in losses.		There can be no assurance at any time that the value of any financed vehicle will be greater than the outstanding principal amount of the related receivable. For example, new vehicles normally experience an immediate decline in value after purchase because they are no longer considered

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		new. As a result, it is highly likely that the principal amount of a receivable will exceed the value of the related financed vehicle during the early years of a receivable’s term. The lack of any significant equity in their vehicles may make it more likely that those obligors will default in their payment obligations if their personal financial conditions change. Defaults during these earlier years are likely to result in losses because the proceeds of repossession of the related financed vehicle are less likely to pay the full amount of interest and principal owed on the related receivable. Further, the frequency and amount of losses may be greater for receivables with longer terms, because these receivables tend to have a somewhat greater frequency of delinquencies and defaults and because the slower rate of amortization of the principal balance of a longer term receivable may result in a longer period during which the value of the related financed vehicle is less than the remaining principal balance of the receivable. Additionally, although the frequency of delinquencies and defaults tends to be greater for receivables secured by used vehicles, loss severity tends to be greater with respect to receivables secured by new vehicles because of the higher rate of depreciation described above and the recent decline in used vehicle prices (especially light-duty truck and SUV prices).

		The pricing of used vehicles is affected by the supply and demand for those vehicles, which, in turn, is affected by consumer tastes, economic factors (including the price of gasoline), the introduction and pricing of new vehicle models and other factors. Decisions by a manufacturer with respect to new vehicle production, pricing and incentives may affect used vehicle prices, particularly those for the same or similar models. Further, the insolvency of a manufacturer may negatively affect used vehicle prices for vehicles manufactured by that company. A decrease in the demand for used vehicles may impact the resale value of the financed vehicles securing the receivables. Decreases in the value of those vehicles may, in turn, reduce the incentive of obligors to make payments on the receivables and decrease the proceeds realized by the issuing entity from repossessions of financed vehicles. In any of the foregoing cases, the delinquency and net loss figures, shown in the tables appearing under “The Receivables Pool” in this prospectus supplement might be a less reliable indicator of the rates of delinquencies, repossessions and losses that could occur on the receivables than would otherwise be the case.

Retention of the notes by the depositor or an affiliate of the depositor may reduce the liquidity of such notes.		Some or all of one or more classes of notes may be retained or purchased by the depositor or an affiliate of the depositor. Accordingly, the market for such a retained class of notes may be less liquid than would otherwise be the case. In

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		addition, if any retained notes are subsequently sold in the secondary market, demand and market price for notes of that class already in the market could be adversely affected.

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USE OF PROCEEDS

The depositor will use the net proceeds from the offering of the notes to:

	•		purchase the receivables from VW Credit, Inc. (which we sometimes refer to as “VW Credit”); and

	•		[deposit the pre-funded amount, if any, into the pre-funding account; and]

	•		make the initial deposit into the reserve account.

The depositor or its affiliates may use all or a portion of the net proceeds of the offering of the notes to pay their respective debts, including “warehouse” debt secured by the receivables prior to their transfer to the issuing entity, and for general purposes. Any debt may be owed to the owner trustee, the indenture trustee or to one or more of the underwriters or their affiliates or entities for which their respective affiliates act as administrator and/or provide liquidity lines, so a portion of the proceeds that is used to pay debt may be paid to the underwriters, the owner trustee, the indenture trustee or their respective affiliates.

THE ISSUING ENTITY

Limited Purpose and Limited Assets

Volkswagen Auto Loan Enhanced Trust [ ] is a [statutory trust formed on [ ], 20[ ] under the laws of the State of Delaware] [common law trust formed on [ , 20[ ] under the laws of the State of [New York] [Delaware]] by the depositor for the purpose of owning the receivables and issuing the notes. The issuing entity will be established and operated pursuant to a trust agreement. VW Credit will be the “administrator” of the issuing entity. An affiliate of the depositor will be the initial holder of the issuing entity’s certificate.

The issuing entity will engage in only the following activities:

	•		acquiring, holding and managing the receivables and other assets of the issuing entity;

	•		issuing the notes and the certificate;

	•		making payments on the notes and distributions on the certificate;

	•		selling, transferring and exchanging the notes and the certificate to the depositor;

	•		[entering into and performing its obligations under the interest rate swap agreement;]

	•		acquiring, holding and managing the receivables and other assets of the issuing entity;

	•		pledging the receivables and other assets of the issuing entity pursuant to the indenture;

	•		entering into and performing its obligations under the transfer agreements; and

	•		taking any action necessary, suitable or convenient to fulfill the role of the issuing entity in connection with the foregoing activities or engaging in other activities including, without limitation, entering into the interest rate swap agreements, as may be required in connection

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with conservation of the assets of the issuing entity and the making of payments on the notes and distributions on the certificate.]

Capitalization of the Issuing Entity

The following table illustrates the expected capitalization of the issuing entity as of the cut-off date, as if the issuance of the notes had taken place on that date:


Class A-1 Asset Backed Notes		$
Class A-2 Asset Backed Notes		$
Class A-3 Asset Backed Notes		$
Class A-4 Asset Backed Notes		$
[Class B Asset Backed Notes]		$
Overcollateralization		$
Yield Supplement Overcollateralization Amount		$
Initial Reserve Account Balance		$

Total		$

The issuing entity will also issue a certificate, which is not offered by this prospectus supplement, and initially will be held by an affiliate of the depositor. On each payment date, the holder of the certificate will be entitled to any funds remaining on that payment date after all deposits and distributions of higher priority, as described in “Description of the Transfer Agreements and Administration Agreement—Priority of Payments”.

[The issuing entity will also be liable for payments to the swap counterparty as described in “The Notes—Interest Rate Swap Agreement.”]

The issuing entity’s fiscal year ends on [December 31st].

The issuing entity’s trust agreement, including its permissible activities, may be amended in accordance with the procedures described in “Description of the Transfer Agreements and the Administration Agreement—Amendment Provisions” in this prospectus supplement.

The issuing entity’s principal offices are in [Wilmington, Delaware], in care of [ ], as owner trustee, at the address listed in “—The Owner Trustee” below.

For a description of the roles and responsibilities of the indenture trustee, see “Description of the Indenture” in the prospectus and “The Trustees” in this prospectus supplement.

The Issuing Entity Property

The notes will be collateralized by the issuing entity property. The primary assets of the issuing entity will be the receivables, which are amounts owed by individuals under motor vehicle retail installment sales contracts or installment loans with respect to new or used automobiles or light-duty trucks originated by VW Credit. We refer to VW Credit as the “originator”.

The issuing entity property will consist of all the right, title and interest of the issuing entity in and to:

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	•		the receivables acquired by the issuing entity from the depositor on the closing date [and on each Funding Date] and payments made on the receivables [on or] after the [applicable] after the cut-off date;

	•		the receivable files;

	•		any refunds in connection with extended service agreements relating to receivables which became defaulted receivables after the [applicable] cut-off date;

	•		the security interests in the financed vehicles;

	•		any proceeds from (1) claims on any theft and physical damage insurance policy maintained by an obligor under a receivable providing coverage against loss or damage to or theft of the related financed vehicle or (2) claims on any credit life or credit disability insurance maintained by an obligor in connection with any receivable;

	•		any other property securing the receivables;

	•		all rights of the applicable originator under agreements with dealers relating to receivables;

	[•		rights under the interest rate swap agreement and payments made by the swap counterparty under the interest rate swap agreement;]

	•		the rights of the issuing entity to funds on deposit in the reserve account, the collection account, [the pre-funding account] and the principal distribution account and any other accounts established pursuant to the indenture or sale and servicing agreement, and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit);

	•		rights of the issuing entity under the sale and servicing agreement and of the depositor, as buyer, under the purchase agreement; and

	•		the proceeds of any and all of the above.

The issuing entity will pledge the issuing entity property to the indenture trustee under the indenture.

THE TRUSTEES

The Owner Trustee

[ ] is the “owner trustee” of the issuing entity under the trust agreement. [ ] is a [Delaware banking corporation] and its principal offices are located at [ ]. The owner trustee’s liability in connection with the issuance and sale of the notes is limited solely to the express obligations of the owner trustee set forth in the trust agreement. The seller and its affiliates may maintain normal commercial banking or investment banking relations with the owner trustee and its affiliates. The [servicer] [administrator] will be responsible for paying the owner trustee’s fees and for indemnifying the owner trustee against specified losses, liabilities or expenses incurred by the owner trustee in connection with the transaction documents. To the extent these fees and indemnification amounts are not paid by the

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servicer, they will be payable out of Available Funds as described in “Description of the Transfer Agreements and the Administration Agreement—Priority of Payments” in this prospectus supplement.

[ ] has served and currently is serving as owner trustee for numerous securitization transactions and programs involving pools of motor vehicle receivables.

[ ] is subject to various legal proceedings that arise from time to time in the ordinary course of business. [ ] does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as owner trustee.

[Insert additional disclosure, if applicable, pursuant to Item 1109 of Regulation AB.]

For a description of the roles and responsibilities of the owner trustee, see “The Transaction Documents—The Owner Trustee and the Indenture Trustee” in the accompanying prospectus.

The Indenture Trustee

[ ], a [national banking association], is the “indenture trustee” under the indenture for the benefit of the noteholders. You may contact the indenture trustee at [ ], or by calling [ ]. The indenture trustee’s duties are limited to those duties specifically set forth in the indenture. The seller and its affiliates may maintain normal commercial banking relations with the indenture trustee and its affiliates. The [servicer] [administrator] will be responsible for paying the indenture trustee’s fees and for indemnifying the indenture trustee against specified losses, liabilities or expenses incurred by the indenture trustee in connection with the transaction documents. To the extent these fees and indemnification amounts are not paid by the servicer, they will be payable out of Available Funds as described in “Description of the Transfer Agreements and the Administration Agreement—Priority of Payments” in this prospectus supplement.

[ ] has served and currently is serving as indenture trustee for numerous securitization transactions and programs involving pools of motor vehicle receivables.

[ ] is subject to various legal proceedings that arise from time to time in the ordinary course of business. [ ] does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as indenture trustee.

[Insert additional disclosure, if applicable, pursuant to Item 1109 of Regulation AB.]

For a description of the roles and responsibilities of the indenture trustee, see “Description of the Indenture” and “The Transaction Documents—The Owner Trustee and the Indenture Trustee” in the prospectus and “Description of the Transfer Agreements and the Administration Agreement” in this prospectus supplement.

THE DEPOSITOR

The “depositor”, Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a wholly owned special purpose subsidiary of VW Credit, was formed on August 9, 2002 as a Delaware limited liability company named Volkswagen Auto Lease Underwritten Funding, LLC. On December 15, 2006, Volkswagen Auto Lease Underwritten Funding, LLC changed its name to Volkswagen Auto Lease/Loan Underwritten Funding, LLC. The principal place of business of the depositor is at 2200 Ferdinand Porsche Drive, Herndon, Virginia 20171. You may also reach the depositor by telephone at (703) 364-7000. The depositor was formed to purchase, accept capital contributions of or otherwise acquire

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beneficial interests in portfolios of motor vehicle leases and the related leased vehicles, motor vehicle retail installment sale contracts and motor vehicle loans; to own, sell, and assign the receivables and to issue and sell one or more securities. Since its inception, the depositor has been engaged in these activities solely as (i) the purchaser of receivables and beneficial interests in vehicle lease portfolios from VW Credit pursuant to purchase agreements, (ii) the depositor of receivables and beneficial interests in vehicle lease portfolios to securitization trusts pursuant to sale and servicing agreements or sale agreements, (iii) the depositor that formed various securitization trusts pursuant to trust agreements and (iv) the entity that executes underwriting agreements and purchase agreements in connection with issuances of asset-backed securities.

THE SPONSOR

VW Credit was incorporated in the State of Delaware in April 1981 and is a wholly owned subsidiary of Volkswagen Group of America, Inc. (“Volkswagen Group of America”). Volkswagen Group of America is a wholly owned subsidiary of Volkswagen Aktiengesellschaft (“Volkswagen AG”). The principal activity of VW Credit is acting as a finance subsidiary of Volkswagen Group of America, including purchasing retail installment sales contracts, installment loans and leases from Volkswagen and Audi dealers. VW Credit offers and services a wide range of automobile-related financial products, including wholesale floorplan financing and retail auto loan and lease financing.

The principal place of business of VW Credit is at 2200 Ferdinand Porsche Drive, Herndon, Virginia 20171. You may also reach the VW Credit by telephone at (703) 364-7000. VW Credit will act as the “servicer”.

VW Credit securitized its first portfolio of motor vehicle loans in 1988 and has recently sponsored motor vehicle loan securitizations in conjunction with public offerings of asset-backed securities in 2003, 2005, 2007 and 2008. VW Credit’s experience in and overall procedures for originating or acquiring receivables is described in “Origination and Servicing Procedures” in the accompanying prospectus. No securitizations sponsored by VW Credit have defaulted or experienced an early amortization triggering event.

VW Credit has participated in the structuring of the transaction described in this prospectus supplement [and has originated the receivables to be assigned to the issuing entity]. VW Credit is responsible for servicing the receivables included in the receivables pool as described below. VW Credit is also the administrator of the issuing entity.

THE ORIGINATOR

VW Credit is responsible for originating the receivables included in the transaction described in this prospectus supplement.

The originator purchases retail installment sale contracts and installment loans, secured by automobiles or other motor vehicles, through dealer networks throughout the United States. Additionally, VW Credit may utilize direct marketing to offer automobile financing directly to consumers. The originator’s direct marketed products may include financing for the purchase of new and used vehicles, as well as refinancing of existing motor vehicle loans. The originator customizes product features, such as interest rate, loan amount, and loan terms, enabling it to lend to customers with a wide range of credit profiles.

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THE SERVICER

VW Credit will be the servicer. VW Credit offers indirect automotive consumer loan and lease financing and direct dealer financing through (and to) approximately [ ] dealers in the United States that sell Volkswagen and/or Audi vehicles. VW Credit has been servicing motor vehicle receivables since 1996. VW Credit’s auto loan asset-backed securitization program was first used in a term securitization in 1988. After the 1988 term securitization, VW Credit began securitizing auto loans again in 2003.

So long as VW Credit is the servicer, it will also act as custodian of the receivables and will maintain possession of the receivables as the issuing entity’s and indenture trustee’s agent. The servicer, among other things, will manage, service, administer and make collections on the receivables in accordance with its customary servicing practices, using the degree of skill and attention that the servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or others. The servicer is permitted to delegate some or all of its duties to its affiliates or specific duties to sub-contractors who are in the business of performing such duties, although the servicer will remain liable for the performance of any duties that it delegates to another entity.

The servicer will have full power and authority to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. The servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the receivables as and when the same become due in accordance with its customary servicing practices.

VW Credit has made adjustments to its customary servicing practices over time, particularly in the areas of collections timing, collections intensity, repossession timing and business processes and workflow. Most of these adjustments are introduced on a limited and controlled trial basis and are implemented program-wide after VW Credit determines that those adjustments will result in an overall improvement in servicing and collections.

The servicer will, in accordance with its customary servicing practices, take such steps as are necessary to maintain perfection of the security interest created by each receivable in the related financed vehicle. The issuing entity will authorize the servicer to take such steps as are necessary to re-perfect such security interest on behalf of the issuing entity and the indenture trustee in the event of the relocation of a financed vehicle or for any other reason.

Under the sale and servicing agreement, the servicer will covenant not to release the financed vehicle securing each receivable from the security interest granted by that receivable in whole or in part, except as required by applicable law or court order or in the event of payment in full by or on behalf of the related obligor or payment in full less a deficiency which the servicer would not attempt to collect in accordance with its customary servicing practices or in connection with repossession or except as may be required by an insurer in order to receive proceeds from any insurance policy covering that financed vehicle. If this covenant is breached, under the sale and servicing agreement, the servicer will be required to repurchase the related receivable if such breach materially and adversely affects the interests of the issuing entity or the noteholders in the related receivable. In addition, if the servicer extends the date for final payment by the obligor on any receivable beyond the last day of the collection period prior to the final scheduled payment date for the latest maturing class of notes or reduces the contract rate or outstanding principal balance with respect to any receivable other than as required by applicable law, under the sale and servicing agreement the servicer will be required to repurchase the related receivable, if such change in the receivable would materially and adversely affect the interests of the issuing entity or the noteholders in such receivable.

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The servicer, in its capacity as custodian, will hold the receivable files for the benefit of the issuing entity and the indenture trustee. In performing its duties as custodian, the servicer will act in accordance with its customary servicing practices. The servicer will promptly report to the issuing entity and the indenture trustee any failure on its part to hold a material portion of the receivable files and maintain its accounts, records, and computer systems as provided by the sale and servicing agreement and promptly take appropriate action to remedy any such failure. The servicer may, in accordance with its customary servicing practices, (i) maintain all or a portion of the receivable files in electronic form and (ii) maintain custody of all or any portion of the receivable files with one or more of its agents or designees.

Additionally, under the sale and servicing agreement, the servicer and its affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to obligors with respect to the receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the receivables, prepayments or faster or slower timing of the payment of the receivables, provided, however, that if the servicer (i) extends the date for final payment by the obligor of any receivable beyond the last day of the collection period prior to the final scheduled payment date for the latest maturing class of notes or (ii) reduces the contract date or outstanding principal balance with respect to any receivable other than as required by applicable law, it will promptly purchase such receivable. The servicer may refinance any receivable and deposit the full outstanding principal balance of such receivable into the collection account. The receivable created by such refinancing shall not be property of the issuing entity. The servicer and its affiliates may also sell insurance or debt cancellation products, including products which result in the cancellation of some or all of the amount of a receivable upon the death or disability of the obligor or any casualty with respect to the financed vehicle.

The servicer, in its sole discretion, may in accordance with its customary servicing practices sell any receivable’s deficiency balance. Net proceeds of any such sale allocable to the receivable will constitute Liquidation Proceeds, and the sole right of the issuing entity and the indenture trustee with respect to any such sold receivables will be to receive such Liquidation Proceeds. Upon such sale, the servicer will mark its computer records indicating that any such receivable sold no longer belongs to the issuing entity. The servicer is authorized to take any and all actions necessary or appropriate on behalf of the issuing entity to evidence the sale of the receivable free from any lien or other interest of the issuing entity or the indenture trustee.

See “The Transaction Documents” in the accompanying prospectus, which describes other obligations of the servicer under the sale and servicing agreement.

[THE SWAP COUNTERPARTY

will be the swap counterparty. It is organized as a under the laws of .

Upon the occurrence of an event of default or termination event specified in the interest rate swap agreement, the interest rate swap agreement may be replaced with a replacement interest rate swap agreement as described above under “The Notes—Interest Rate Swap.”

Based on a reasonable good faith estimate of maximum probable exposure, the significance percentage of the interest rate swap agreement is less than 10%.] [Insert disclosure required by Item 1115 of Regulation AB]

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THE RECEIVABLES POOL

The characteristics set forth in this section are based on the statistical pool of receivables as of the statistical cut-off date. The [statistical] pool consists of receivables owned by the originator that met the criteria below as of the [statistical] cut-off date. The originator will originate additional receivables after the [statistical] cut-off date that may be included in the receivables pool. In addition, some amortization of the receivables will have occurred since the [statistical] cut-off date and some receivables included in the [statistical] pool will have prepaid in full or have been determined not to meet the eligibility criteria described below and therefore will not be included in the receivables pool. The receivables pool will be selected from (i) the statistical pool [and from (ii) receivables originated after the [statistical] cut-off date] [and (iii) receivables originated prior to the statistical cut-off date but which were not included in the statistical pool because of their failure to meet the eligibility criteria described below as of the statistical cut-off date but which, in each case, satisfy the eligibility criteria as of the actual cut-off date]. The characteristics of the receivables pool sold to the issuing entity on the closing date as of the [initial] [actual] cut-off date may vary somewhat from the characteristics of the actual receivables as of the [initial] [statistical] cut-off date illustrated in the tables below.

Criteria Applicable to Selection of Receivables

The receivables sold to the issuing entity on the closing date will be selected for inclusion in the pool by several criteria. These criteria include, among other things, the requirement that each receivable:

	•		had an original term to maturity of [ ] months to [ ] months;

	•		had a maturity of no later than [ ];

	•		had a remaining principal balance of at least $[ ];

	•		had a contract rate of [ ]% to [ ]%;

	•		was not more than 30 days past due;

	•		satisfies the other criteria set forth in the transaction documents, including the criteria set forth under “The Receivables” in the accompanying prospectus.

All of the receivables are Simple Interest Receivables. See “The Receivables—Calculation Methods” in the accompanying prospectus.

[As of the statistical cut-off date, the weighted average FICO^®¹ score of the receivables is [ ] (excluding receivables of obligors with no FICO^®score). Approximately [ ]% of the pool balance as of the statistical cut-off date is composed of obligors with FICO^® scores between [ ] and [ ], with [ ]% of obligor FICO^® scores (based on receivable balance) exceeding [ ] and 5% of obligor FICO^® score (based on receivable balance) falling below [ ] (in each case, excluding receivables of obligors with no FICO^® score). Additionally, [ ]% of the pool balance as of the [statistical] cut-off date is composed of obligors with no FICO^®score available. The FICO^® score of an obligor is calculated in the manner described in “Origination and Servicing Procedures—Underwriting Procedures” in the accompanying prospectus. A FICO^® score is a measurement determined by Fair, Isaac & Company using information collected by the major credit bureaus to assess credit risk. Data from an independent credit


¹		FICO^® is a federally registered trademark of Fair, Isaac & Company.

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reporting agency, such as FICO^® score, is one of several factors that may be used by the originator in its credit scoring system to assess the credit risk associated with each applicant, see “Origination and Servicing Procedures—Underwriting Procedures” in the accompanying prospectus. Additionally, FICO^® scores are based on independent third party information, the accuracy of which cannot be verified. FICO^® scores should not necessarily be relied upon as a meaningful predictor of the performance of the receivables.]

No expenses incurred in connection with the selection and acquisition of the receivables are to be payable from the offering proceeds.

There are no material direct or contingent claims that parties other than the secured parties under the indenture have regarding any receivables.

The composition, distribution by remaining term, distribution by contract rate and geographic distribution by state of the obligor, in each case of the receivables as of the statistical cut-off date are set forth in the tables below.

*FICO^® is a federally registered trademark of Fair, Isaac & Company.

Composition of the Receivables Pool
As of the [Statistical] Cut-off Date


Number of Receivables
Aggregate Outstanding Principal Balance
Outstanding Principal Balance
Average
Minimum
Maximum
Contract Rate
Average⁽¹⁾
Minimum
Maximum
Weighted Average Original Term (Months)
Average⁽¹⁾
Minimum
Maximum
Weighted Average Remaining Term (Months)
Average⁽¹⁾
Minimum
Maximum
Seasoning (Months)⁽²⁾
Average
Minimum
Maximum
Percentage By Principal Balance of New Vehicles
Percentage By Principal Balance of Used Vehicles
Percentage of Principal Balance of Volkswagen Vehicles
Percentage of Principal Balance of Audi Vehicles
Weighted Average FICO® Score^{(3) (4)}
Minimum^{(4) (5)}
Maximum^{(4) (5)}

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(1)		Weighted by principal balance as of the [statistical] cut-off date.

(2)		FICO^®is a federally registered trademark of Fair, Isaac & Company.

(3)		FICO® scores are calculated excluding accounts for which no FICO score is available.

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Distribution of the Receivables by Remaining Term
As of the [Statistical] Cut-off Date

Percent of Total

Aggregate

Number of

Outstanding

Remaining Term

Receivables

Receivables(1)

Principal Balance

Principal Balance(1)

6 Months or less

7 months to 12 months

13 months to 18 months

19 months to 24 months

25 months to 30 months

31 months to 36 months

37 months to 42 months

43 months to 48 months

49 months to 54 months

55 months to 60 months

61 months to 66 months

67 months to 72 months

Total


(1)		Sum may not equal 100% due to rounding.

Distribution of the Receivables by Contract Rate
As of the [Statistical] Cut-off Date


				Percent of Total
		Percent of Total	Aggregate	Aggregate
	Number of	Number of	Outstanding	Outstanding
Contract Rate Range	Receivables	Receivables⁽¹⁾	Principal Balance	Principal Balance⁽¹⁾
0.00% to 0.99%
1.00% to 1.99%
2.00% to 2.99%
3.00% to 3.99%
4.00% to 4.99%
5.00% to 5.99%
6.00% to 6.99%
7.00% to 7.99%
8.00% to 8.99%
9.00% to 9.99%
10.00% to 10.99%
11.00% to 11.99%
12.00% to 12.99%
13.00% to 13.99%
14.00% to 14.99%
15.00% to 15.99%
16.00% to 16.99%
17.00% to 17.99%
18.00% to 18.99%

Total


(1)		Sum may not equal 100% due to rounding.

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Distribution of the Receivables by FICO Score
As of the [Statistical] Cut-off Date


			Percent of					Percent of Total
	Number of		Total Number of			Outstanding		Outstanding
FICO Score Range	Receivables		Receivables⁽¹⁾			Principal Balance		Principal Balance⁽¹⁾
600 to 660		5,023		12.38	%	$	108,411,551.97		12.85	%
661 to 700		7,308		18.01			157,814,828.42		18.70
701 to 750		10,846		26.73			227,604,563.39		26.97
751 to 800		9,301		22.93			191,954,444.22		22.75
801 to 884		8,091		19.94			158,065,163.17		18.73

Total		40,569		100.00	%	$	843,850,551.17		100.00	%


(1)		Sum may not equal 100% due to rounding.

Geographic Distribution of the Receivables by State
As of the [Statistical] Cut-off Date


				Percent of Total
		Percent of Total	Aggregate	Aggregate
	Number of	Number of	Outstanding	Outstanding
State⁽¹⁾	Receivables	Receivables⁽²⁾	Principal Balance	Principal Balance⁽²⁾
Arizona
California
Colorado
Connecticut
Florida
Georgia
Illinois
Indiana
Maryland
Massachusetts
Michigan
Minnesota
Nevada
New Jersey
New York
North Carolina
Ohio
Pennsylvania
Tennessee
Texas
Virginia
Washington
Wisconsin
All Other States

Total


(1)		Based on the billing address of the obligor on the receivables.

(2)		Sum may not equal 100% due to rounding.

[Insert description of any economic or other factors specific to any state or region where 10% or more of the receivables are located which may materially impact the pool assets or pool asset fund.]

[Insert description of any economic or other factors specific to that concentration that may materially impact the receivables or transaction cash flows.]

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Distribution of the Receivables by Original Term
As of the [Statistical] Cut-off Date

Percent of Total

Outstanding

Number of

Outstanding

Principal

Original Term Range

Receivables

Receivables⁽¹⁾

Principal Balance

Balance⁽¹⁾

12 months to 18 months

19 months to 24 months

25 months to 30 months

31 months to 36 months

37 months to 42 months

43 months to 48 months

49 months to 54 months

55 months to 60 months

61 months to 66 months

67 months to 72 months

Total


(1)		Sum may not equal 100% due to rounding.

Distribution of the Receivables by Seasoning
As of the [Statistical] Cut-off Date

Percent of Total

Outstanding

Number of

Outstanding

Principal

Seasoning Range

Receivables

Receivables⁽¹⁾

Principal Balance

Balance⁽¹⁾

6 months or less

7 months to 12 months

13 months to 18 months

25 months to 30 months

31 months to 36 months

37 months to 42 months

43 months to 48 months

49 months to 54 months

55 months to 60 months

61 months to 66 months

Total


(1)		Sum may not equal 100% due to rounding.

Distribution of the Receivables by Vehicle Type
As of the [Statistical] Cut-off Date

Percent of Total

Outstanding

Number of

Outstanding

Principal

Vehicle Type

Receivables

Receivables⁽¹⁾

Principal Balance

Balance⁽¹⁾

Car

SUV

Minivan

Total


(1)		Sum may not equal 100% due to rounding.

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Delinquencies, Net Credit Loss and Repossession Experience

The following tables provide information relating to delinquency, credit loss and repossession experience for each period indicated with respect to all motor vehicle receivables serviced by VW Credit. This information includes the experience with respect to all motor vehicle receivables serviced as of each respective date or during each listed period. The following statistics include motor vehicle receivables with a variety of payment and other characteristics that may not correspond to the motor vehicle receivables in the receivables pool. In addition, motor vehicle receivables with an original term greater than 60 months and the relative percentage of used vehicles in VW Credit’s portfolio have been increasing over time, which has resulted in a higher percentage of longer term loans and loans financing used vehicles being held by the issuing entity than was present in VW Credit’s motor vehicle receivables servicing portfolio as of the dates and for the periods indicated. As a result, there can be no assurance that the delinquency and credit loss experience with respect to the motor vehicle receivables in the receivables pool will correspond to the delinquency and credit loss experience of VW Credit’s motor vehicle receivables servicing portfolio set forth in the following tables.

VCI Managed Retail Portfolio
Delinquency Experience(1)(2)
(dollars in thousands)

At [ ]

At December 31,

[ ]

Principal Amount Outstanding

Number of Receivables Outstanding

Units %

Delinquencies(2)(3)

31-60 days

61-90 days

91 or more days

Total 30+ Delinquencies


(1)		Data presented in the table is based upon retail principal balances for new and used vehicles serviced by VW Credit.

(2)		VW Credit considers a payment to be past due or delinquent when an obligor fails to make at least 75% of the scheduled monthly payment by the related due date. VW Credit measures delinquency by the number of days elapsed from the date a payment is due under the loan contract.

(3)		VW Credit generally charges-off a receivable on the earlier of (a) the date on which proceeds from the sale of the vehicle securing that receivable are applied to the contract balance and (b) the month in which the receivable reaches its 120^th day of delinquency if the contract has been assigned to a repossession agent for 60 days.

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Net Credit Loss and Repossession Experience(1)
(dollars in thousands)

At or for the [ ]

months ended [ ],

At or for the twelve months ended December 31,

[ ]

Principal Amount Outstanding

Average Principal Amount Outstanding(2)

Number of Receivables Outstanding

Average Number of Receivables Outstanding(2)

Number of Receivables Repossessed

Number of Receivables with a Recovery

Number of Receivables Repossessed as a percent of the Average Number of Receivables Outstanding(7)

Charge-Offs(4)

Recoveries(3)

Net Losses(5)

Net Losses as a percent of Average Principal Amount Outstanding(7)

Average Net Loss or all Receivables with a Net Loss(2)(6)


(1)		Data presented in the table is based upon retail principal balances for new and used vehicles financed by VCI, including those that have been sold but are serviced by VCI.

(2)		Averages are computed by taking a simple average of the month end outstanding amounts for each period presented.

(3)		Recoveries generally include the net amounts received with respect to retail contracts previously charged off.

(4)		Charge-offs generally represent the total aggregate net outstanding balance of the receivables determined to be uncollectible in the period less proceeds from disposition of the related retail vehicles, other than recoveries described in Note (3).

(5)		“Net Losses” generally represent the total aggregate net outstanding balance of receivables determined to be uncollectible during the period less proceeds from the disposition of related vehicles, including net amounts received from customers with respect to accounts previously charged off.

(6)		Amounts in absolute dollars; representing a per unit basis.

(7)		Percentages have been annualized for the nine months ended September 30 and are not necessarily indicative of the experience for the entire year.

In addition to the payment and other characteristics of a pool of receivables, delinquencies and credit losses are also affected by a number of social and economic factors, including changes in interest rates and unemployment levels, and there can be no assurance as to the level of future total delinquencies or the severity of future credit losses as a result of these factors. Accordingly, the delinquency and credit loss experience of the receivables may differ from those shown in the foregoing tables.

See “Origination and Servicing Procedures” in the accompanying prospectus for additional information regarding the servicer.

Delinquency Experience Regarding the Pool of Receivables

The following table sets forth the delinquency experience regarding the pool of receivables. The servicer considers a receivable delinquent when an obligor fails to make at least 75% of a scheduled payment by the related due date. The period of delinquency is based on the number of days payments are contractually past due. As of the statistical cut-off date, none of the receivables in the statistical pool were more than 30 days delinquent, and as of the cut-off date, none of the receivables in the pool sold to the issuing entity on the closing date will be more than 30 days delinquent.

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Percent of

Percent of Total

Number of

Total Number of

Outstanding

Historical Delinquency Status

Receivables

Principal Balance

Delinquent no more than once for 31-60 days⁽¹⁾

Delinquent more than once for 31-60 days but never for 61 days or more

Delinquent at least once for 61 days or more


(1)		Delinquent no more than once for 31-60 days represent accounts that were delinquent 1 time but never exceeded 60 days past due.

Static Pool Information About Certain Previous Securitizations

Appendix A to this prospectus supplement sets forth in tabular format static pool information about prior pools of retail installment sale contracts and installment loans that were sponsored by VW Credit, Inc., including those receivables acquired and securitized by Volkswagen Public Auto Loan Securitization, LLC and Volkswagen Auto Lease/Loan Underwritten Funding, LLC, that were included in the Volkswagen Auto Loan Enhanced Trust [2003-1], [2003-2], [2005-1], [2007-1], [2008-1] and [2008-2] transactions. Static pool information consists of cumulative credit losses, delinquency and prepayment data for prior securitized pools and summary information for the original characteristics of the prior pools. The term “securitized pool” refers to the securitized pool of receivables as of the related cut-off date. The characteristics of the securitized pools included in Appendix A may vary somewhat from the characteristics of the receivables in this transaction.

The characteristics of receivables included in the static pool data discussed above, as well as the social, economic and other conditions existing at the time when those receivables were originated and repaid, may vary materially from the characteristics of the receivables in this transaction and the social, economic and other conditions existing at the time when the receivables in this transaction were originated and those that will exist in the future when the receivables in the current transaction are required to be repaid. As a result, there can be no assurance that the static pool data referred to above will correspond to or be an accurate predictor of the performance of this receivables securitization transaction.

Information in Appendix A and in this section “Static Pool Information About Certain Previous Securitizations” relating to securitized pools that were established before January 1, 2006 is not deemed to be part of this prospectus supplement, the prospectus or the registration statement to which this prospectus supplement relates.

[TALF CONSIDERATIONS]

The TALF Program

Subject to the important considerations described under “Risk Factors— Loss of TALF Eligibility, the Requirements of the TALF Program or the Lack of Availability of a TALF Loan May Adversely Affect Your Financing Options and the Liquidity and Market Value of Your Notes”, on the closing date, the notes will be eligible collateral for investors to pledge as collateral for loans borrowed from the FRBNY under TALF. In order to be eligible collateral under TALF, the notes and the receivables underlying the notes must satisfy eligibility criteria specified by the FRBNY.

If you are an investor intending to pledge the notes as collateral for loans borrowed from the FRBNY under TALF, you are encouraged to consult with your financial and legal advisors regarding the program requirements of TALF, the MLSA to be entered into between the FRBNY and ~~primary dealers~~TALF agents

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and a customer agreement required to be entered into between a ~~primary dealer~~TALF agent and each investor, as well as the terms and conditions, frequently asked questions and other supporting material on the FRBNY website (located at http://www.newyorkfed.org/markets/talf.html), eligibility for TALF loans and related legal and economic risks.

Defaults on TALF Loans

If an investor with a TALF loan defaults on the loan, in most cases, the FRBNY and its designated agents (including TALF LLC, a special purpose entity created in connection with the TALF program) may only exercise remedies against the asset-backed collateral and the related collateral haircut securing that loan. Under the TALF program, the “collateral haircut”, which will be delivered by the borrower in connection with a TALF loan, is an amount of cash equal to the market value of the asset-backed securities to be pledged by a borrower to secure the TALF loan multiplied by a percentage determined by the FRBNY as the applicable “haircut percentage”, which is a percentage which varies based on the type of asset underlying the asset-backed securities, the weighted average FICO score of the related obligors and the weighted average life of the asset backed securities. Because of the limited-recourse nature of the TALF loans, the borrower may in most instances surrender the collateral and the collateral haircut in full satisfaction of the outstanding amount of TALF loan. However, there are certain exceptions to the limited-recourse nature of the TALF facility outlined in the MLSA, which may result in a TALF borrower being subject to recourse for amounts in excess of the value of the collateral haircut and the pledged asset-backed securities collateral. These include:

	•		failure of the TALF investor at any time to be an “eligible borrower” as determined by the criteria in effect at the time the TALF loan was made; and

	•		the failure of certain representations and warranties of the borrower made in the MLSA to be true, including;

	•		that the MLSA is a binding agreement enforceable against the borrower;


	•		that the ~~primary dealer~~TALF agent is authorized to enter into the MLSA and act on the borrower’s behalf;


	•		that the security interest of the FRBNY in the collateral for the TALF loan is valid, perfected and subject to no adverse claims; and

	•		that the ABS collateral pledged at the time the TALF loan is made or assumed is “eligible collateral” under TALF, to the borrower’s knowledge based on its review of the related offering materials.

Eligible Collateral Under TALF

On the closing date, the notes and the underlying receivables satisfy the TALF eligibility criteria. The majority of the characteristics of the receivables and the notes described below are requirements for the notes to be considered “eligible collateral” under TALF.

As of the Cut-off Date, the receivables had the following characteristics:

All of the receivables were motor vehicle installment loans and retail installment sale contracts relating to new and used automobiles, light-duty trucks and other similar vehicles.

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	•		All of the receivables were U.S. dollar-denominated.

	•		At least 95% of the aggregate principal balance of the receivables are receivables that are both (a) originated by U.S. organized entities or institutions or U.S. branches or agencies of foreign banks and (b) made to U.S. domiciled obligors.

	•		The principal balance of the receivables originated on or after October 1, 2007 is at least 85% of the aggregate principal balance of the receivables.

	•		The weighted average FICO score of the receivables (weighted by the principal balance) is 680 or greater (assuming for purposes of calculating the weighted average that any receivable without an available credit score has a credit score of 300); which is “prime” for automobile loans under TALF.

	•		The receivables are not exposures to “cash-backed ABS” or “synthetic ABS” within the meaning of the TALF program.

On the closing date, the notes will have the following characteristics:

	•		The notes will be U.S. dollar-denominated cash (not synthetic) asset-backed securities.

	•		Each class of notes will have received the ratings specified in “Summary of Terms of the Notes—Ratings” above. None of the notes will have received a credit rating below the highest investment-grade rating category from any of Standard & Poor’s, Moody’s or Fitch. Such ratings will be obtained without the benefit of any third-party guarantee, and no class has been placed on review or watch for downgrade.

	•		The notes will be issued in book-entry form and cleared through The Depository Trust Company or “DTC”, in the name of Cede & Co., as nominee of DTC.


	•		The notes will not bear interest payments that step up or step down to predetermined levels on specific dates.


	•		The notes will be obligations of the issuing entity only, and no payments of principal of or interest on the notes will be guaranteed by any third-party.

	•		The notes are not subject to an optional redemption other than a customary clean-up call, as described in “Description of the Transfer Agreements and the Administration Agreement—Optional Redemption”.

	•		The weighted average life to maturity (in years) of each class of notes (assuming 1.3% ABS and the assumptions described under “Weighted Average Life of the Notes”) will be five years or less. The weighted average life to maturity for the notes calculated in accordance with the TALF prepayment assumptions is as follows:


Class		Weighted Average Life to Maturity
Class A-1 Notes
Class A-2 Notes
Class A-3 Notes
Class A-4 Notes

•

The CUSIP number for each class of notes will be as set forth in “Summary of Terms—CUSIP Numbers” in this prospectus supplement.

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It is a condition to the issuance of the notes that the following actions will be taken on or prior to the closing date:

	•		A nationally recognized certified public accounting firm that is registered with the Public Company Accounting Oversight Board has delivered an accountants’ report to the FRBNY in a form prescribed by the FRBNY within the time frame required by the FRBNY.

	•		The sponsor will execute and deliver an undertaking to the FRBNY, in the form prescribed by the FRBNY, no later than four days before the closing date, under which the sponsor will agree to indemnify FRBNY and TALF LLC and their respective affiliates for certain losses.

	•		Each of the sponsor and the issuing entity will execute the “Certification as to TALF Eligibility” in the most recent form prescribed by the FRBNY as of the date of this prospectus supplement, a copy of which is attached to this prospectus supplement as [Appendix A].

	•		The sponsor will submit to the FRBNY the final credit rating letters from each of [Standard & Poor’s][,] [and] [Moody’s] [and Fitch] no later than 10:00 a.m. on the closing date.

On the closing date, any notes held by the depositor, the sponsor or any affiliate of the depositor or the sponsor will not be eligible collateral under TALF. For purposes of the foregoing determination, an “affiliate” of the depositor or the sponsor means any company that controls, is controlled by, or is under common control with, the depositor or the sponsor, respectively. A person or company controls a company if, among other things, it (1) owns, controls or holds with power to vote 25% or more of a class of voting securities of the company, or (2) consolidates the company for financial reporting purposes.

An investor in the notes must use a ~~primary dealer,~~TALF agent, which will act on behalf of the investor, to obtain a loan under TALF. The MLSA requires the related investor to enter into a customer agreement with a ~~primary dealer~~TALF agent setting forth the terms and conditions of the relationship between that ~~primary dealer~~TALF agent and that investor before the ~~primary dealer~~TALF agent will agree to act on behalf of the investor in connection with the related TALF loan.

[Ratings on the notes are expected to be monitored by each rating agency while the notes are outstanding.] If any rating for any class of notes is lowered or withdrawn by any rating agency rating the notes or is placed on review or watch for downgrade, then that class of notes will no longer be eligible collateral for a new TALF loan until, as applicable, the rating is reinstated to the highest long-term or short-term investment grade rating for such rating agency or such review or watch for downgrade is removed. Although the Certification as to TALF Eligibility requires the sponsor and the issuing entity to notify the FRBNY and all registered holders of the notes upon a determination that certain statements relating to eligibility have ceased to be correct, neither the sponsor nor the issuing entity is obligated to monitor the continuing accuracy of the characteristics of the receivables set forth above or to recalculate the weighted average life of each class of notes based on actual prepayment experience after the closing date or the weighted average FICO score of the receivables or to take actions to cause any ratings assigned to a class of notes to be reinstated or such review or watch to be removed. See “Risk Factors— Loss of TALF Eligibility, the Requirements of the TALF Program or the Lack of Availability of a TALF Loan May Adversely Affect Your Financing Options and the Liquidity and Market Value of Your Notes”.]

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WEIGHTED AVERAGE LIFE OF THE NOTES

The following information is provided solely to illustrate the effect of prepayments of the receivables on the unpaid principal amounts of the notes and the weighted average life of the notes under the assumptions stated below, and is not a prediction of the prepayment rates that might actually be experienced with respect to the receivables.

Prepayments on motor vehicle receivables can be measured against prepayment standards or models. The model used in this prospectus supplement, the absolute prepayment model, or “ABS”, assumes a rate of prepayment each month which is related to the original number of receivables in a pool of receivables. ABS also assumes that all of the receivables in a pool are the same size, that all of those receivables amortize at the same rate, and that for every month that any individual receivable is outstanding, payments on that particular receivable will either be made as scheduled or the receivable will be prepaid in full. For example, in a pool of receivables originally containing 10,000 receivables, if a 1% ABS were used, that would mean that 100 receivables would prepay in full each month. The percentage of prepayments that is assumed for ABS is not a historical description of prepayment experience on pools of receivables or a prediction of the anticipated rate of prepayment on either the pool of receivables involved in this transaction or on any pool of motor vehicle receivables. You should not assume that the actual rate of prepayments on the receivables will be in any way related to the percentage of prepayments that was assumed for ABS.

The tables below which are captioned “Percent of the Initial Note Balance Outstanding at Various ABS Percentages” (the “ABS Tables”) are based on ABS and were prepared using the following assumptions:

the issuing entity holds [12] pools of receivables with the following characteristics:


				Original	Remaining
				Term to	Term to
	Outstanding	Gross Contract		Maturity	Maturity
Pool	Principal Balance	Rate		(in Months)	(in Months)
1	$		%
2	$		%
3	$		%
4	$		%
5	$		%
6	$		%
7	$		%
8	$		%
9	$		%
10	$		%
11	$		%
12	$		%
Total	$

	•		all prepayments on the receivables each month are made in full at the specified constant percentage of ABS and there are no defaults, losses or repurchases;

	•		interest accrues on the notes at the following coupon rates: Class A-1 notes, [ ]%; Class A-2 notes, [ ]%; Class A-3 notes, [ ]%; Class A-4 notes, [ ]%; [and Class B notes, [ ]%];

	•		each scheduled payment on the receivables is made on the last day of each month commencing in [ ], and each month has 30 days;

	•		the original outstanding balance of each class of notes is equal to the applicable original outstanding balance set forth on the front cover of this prospectus supplement;

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	•		payments on the notes are paid in cash on each payment date commencing [ ],and on the [ ] calendar day of each subsequent month whether or not that day is a business day;

	•		the notes are purchased on [ ];

	•		the Class A-1 notes will be paid interest on the basis of the actual number of days elapsed during the period for which interest is payable and a 360-day year;

	•		the Class A-2 notes, the Class A-3 notes, the Class A-4 notes [and the Class B notes] will be paid interest on the basis of a 360-day year consisting of twelve 30-day months;

	•		the scheduled payment for each receivable was calculated on the basis of the characteristics described in the ABS Tables and in such a way that each receivable would amortize in a manner that would be sufficient to repay the receivable balance of that receivable by its indicated remaining term to maturity;

	•		except as indicated in the tables, the “clean-up call” option to redeem the notes will be exercised at the earliest opportunity.

	•		the servicing fee will be [1.00]% per annum;

	[•		$[ ] will be deposited in the pre-funding account on the closing date; ] and

	[•		all of the funds in the pre-funding account are used to purchase additional receivables.]

	•		the cut-off date is [ ].

The ABS Tables were created relying on the assumptions listed above. The tables indicate the percentages of the original outstanding balances of each class of notes that would be outstanding after each of the listed payment dates if certain percentages of ABS are assumed. The ABS Tables also indicate the corresponding weighted average lives of each class of notes if the same percentages of ABS are assumed. The assumptions used to construct the ABS Tables are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under various prepayment scenarios. The actual characteristics and performance of the receivables may differ materially from the assumptions used to construct the ABS Tables.

As used in the ABS Tables, the “weighted average life” of a class of notes is determined by:

	•		multiplying the amount of each principal payment on a note by the number of years from the date of the issuance of the note to the related payment date;

	•		adding the results; and

	•		dividing the sum by the related original outstanding balance of the note.

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Percent of the Initial Outstanding Balance at Various ABS Percentages
Class A-1 Notes


Payment Date	0.00%	0.50%	1.00%	1.30%	1.50%	2.00%
Weighted Average Life (Years) to Call
Weighted Average Life (Years) to Maturity

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Percent of the Initial Outstanding Balance at Various ABS Percentages
Class A-2 Notes


Payment Date	0.00%	0.50%	1.00%	1.30%	1.50%	2.00%
Weighted Average Life (Years) to Call
Weighted Average Life (Years) to Maturity

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Percent of the Initial Outstanding Balance at Various ABS Percentages
Class A-3 Notes


Payment Date	0.00%	0.50%	1.00%	1.30%	1.50%	2.00%
Weighted Average Life (Years) to Call
Weighted Average Life (Years) to Maturity

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Percent of the Initial Outstanding Balance at Various ABS Percentages
Class A-4 Notes


Payment Date	0.00%	0.50%	1.00%	1.30%	1.50%	2.00%
Weighted Average Life (Years) to Call
Weighted Average Life (Years) to Maturity

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[Percent of the Initial Outstanding Balance at Various ABS Percentages]
[Class B Notes]


Payment Date	0.00%	0.50%	1.00%	1.30%	1.50%	2.00%
Weighted Average Life (Years) to Call
Weighted Average Life (Years) to Maturity

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THE NOTES

The following information summarizes material provisions of the notes and related provisions in the indenture. The following summary supplements the description of the general terms and provisions of the notes of any given series and the related indenture set forth in the accompanying prospectus, to which you should refer.

General

The notes will be issued pursuant to the terms of the indenture to be dated as of the closing date between the issuing entity and the indenture trustee for the benefit of the noteholders [and the swap counterparty]. We will file a copy of the indenture with the Securities and Exchange Commission (the “SEC”) after we issue the notes. Holders of the notes will have the right to receive payments made with respect to the receivables and other assets in the issuing entity property and certain rights and benefits available to the indenture trustee under the indenture. [ ] will be the “indenture trustee”. You may contact the indenture trustee at [ ,] or by calling [ ].

All payments required to be made on the notes will be made monthly on each payment date, which will be the [ ] day of each month or, if that day is not a business day, then the next business day beginning [ ].

The indenture trustee will distribute principal and interest on each payment date to holders in whose names the notes were registered on the latest record date.

The original outstanding balance, interest rate and final scheduled payment date for each class of the notes offered hereby is set forth on the cover page to this prospectus supplement.

Distributions to the certificateholder will be subordinated to distributions of principal of and interest on the notes to the extent described in “Description of the Transfer Agreements and the Administration Agreement—Priority of Payment” in this prospectus supplement.

Delivery of Notes

The offered notes will be issued in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof on or about the closing date in book-entry form through the facilities of The Depository Trust Company, Clearstream and the Euroclear System against payment in immediately available funds.

Payments of Interest

Interest on the unpaid outstanding balance of each class of notes will accrue at the applicable interest rate listed on the cover of this prospectus supplement and will be payable monthly on each payment date. Interest will accrue during each interest period at the applicable interest rate [(a) for the Class A-1 notes and the floating rate notes,] from and including the most recent payment date on which interest was paid (or from and including the closing date in the case of the first interest period) to but excluding the following payment date [or (b) for each other class of notes, from and including the 20^th day of each calendar month preceding each payment date (or from and including the closing date in the case of the first payment period) to but excluding the 20^th day of the following month].

Interest will accrue and will be calculated on the various classes of notes as follows:

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	•		Actual/360.Interest on the Class A-1 notes [and the Class A-4 notes] will be calculated on the basis of actual days elapsed during the applicable interest period, but assuming a 360-day year. This means that the interest due on each payment date for the Class A-1 notes [and the Class A-4 notes] will be the product of (i) the outstanding principal balance on the Class A-1 notes [and the Class A-4 notes], (ii) the related interest rate and (iii) the actual number of days since the previous payment date (or, in the case of the first payment date, since the closing date), divided by 360.

	•		30/360.Interest on the Class A-2 notes, the Class A-3 notes, [the Class A-4 notes] [and the Class B notes] will be calculated on the basis of a 360-day year of twelve 30-day months. This means that the interest due on each payment date for the Class A-2 notes, the Class A-3 notes, [the Class A-4 notes] [and the Class B notes] will be the product of (i) the outstanding principal balance of the related class of notes, (ii) the applicable interest rate and (iii) 30 (or in the case of the first payment date, ________), divided by 360.

	•		Interest Accrual Periods.Interest will accrue on the outstanding principal amount of each class of notes [(a) with respect to the Class A-1 notes and the floating rate notes,] from the prior payment date (after giving effect to all payments made on that date) (or in the case of the first payment date, the closing date) to but excluding the following payment date [or (b) with respect to the Class A-2 notes the Class A-3 notes and the Class A-4 notes, from the [ ]th day of each calendar month (after giving effect to all payments made on that date) (or in the case of first payment date, the closing date) to but excluding the [ ]th day of the following month]. Interest accrued as of any payment date but not paid on that payment date will be payable on the next payment date, together with interest on such amount at the applicable interest rate (to the extent lawful).

Interest on each note will be paid to the person in whose name that note is registered on the record date. If the notes are issued as book-entry notes, then the “record date” is the close of business on the business day immediately preceding the applicable payment date. If the notes are issued as definitive notes, then the “record date” is the close of business on the last business day of the calendar month immediately preceding the calendar month in which the applicable payment date occurs. (The holders of record of the notes are referred to as “noteholders” in this prospectus supplement.) The final interest payment on each class of notes is due on the earlier of (a) the payment date (including any redemption date) on which the principal amount of that class of notes is reduced to zero or (b) the applicable final scheduled payment date for that class of notes. In this transaction, a “business day” will be any day other than a Saturday, a Sunday or a day on which banking institutions in the states of Delaware, Michigan, Virginia or New York [or the principal place of business of the swap counterparty] are authorized or obligated by law, executive order or government decree to be closed.

[A failure to pay the interest due on the notes [of the Controlling Class] on any payment date that continues for a period of [five] business days or more will result in an event of default.] See “Description of the Transfer Agreements and the Administration Agreement—Events of Default” in this prospectus supplement.

Payments of Principal

On each payment date, except as described below, the First Allocation of Principal [and the Second Allocation of Principal] will be applied to make principal payments on the notes. Prior to an event of default, principal payments will be applied to the notes in sequential priority so that no principal payments will be made on any class of notes until all notes with an earlier final scheduled payment date

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have been paid in full. Thus, on each payment date, the Noteholders’ Principal Distribution Amount will be applied to the notes as follows:

	•		first, to the Class A-1 notes, until the Class A-1 notes are paid in full;

	•		second, to the Class A-2 notes, until the Class A-2 notes are paid in full;

	•		third, to the Class A-3 notes, until the Class A-3 notes are paid in full; [and]

	•		fourth, to the Class A-4 notes, until the Class A-4 notes are paid in full; [and]

	•		[fifth, to the Class B notes, until the Class B notes are paid in full.]

At any time that the outstanding balances of the notes have been declared due and payable following the occurrence of an event of default under the indenture, principal payments will be made first to the Class A-1 noteholders until the Class A-1 notes are paid in full, and then ratably to all other [Class A] noteholders on each payment date, based on the outstanding balance of each class of [Class A] notes (other than the Class A-1 notes), until all events of default have been cured or waived as provided in the indenture or all [Class A] notes have been paid in full[, and then to the Class B noteholders until the Class B notes have been paid in full]. Such payments will be made from Available Funds and other amounts, including all amounts held on deposit in the reserve account.

To the extent not previously paid prior to those dates, the outstanding amount of each class of notes will be payable in full on the payment date specified below (each, a “final scheduled payment date”):

	•		for the Class A-1 notes, [ ] payment date;

	•		for the Class A-2 notes, [ ] payment date;

	•		for the Class A-3 notes, [ ] payment date; and

	•		for the Class A-4 notes, [ ] payment date; and

	[•		for the Class B notes, [ ] payment date.]

The remaining outstanding balance of each class of notes will be due on the related final scheduled payment date for each class. Failure to pay the full principal amount of a class of notes by the applicable final scheduled payment date will be an event of default under the indenture.

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Payments of Principal on each Payment Date
(other than Payment Dates after the Notes Have Been Accelerated
Following the Occurrence of an Event of Default)

[Interest Rate Swap Agreement]

[On the closing date, the issuing entity will enter into an “interest rate swap agreement” consisting of the ISDA Master Agreement, the schedule thereto, the credit support annex thereto, if applicable, and the confirmation with the swap counterparty to hedge the floating interest rate risk on the [Class A-4 notes]. All terms of the interest rate swap agreement will be acceptable to each rating agency listed under “Summary of Terms—Ratings” above. The interest rate swap for the [Class A-4 notes] will have an initial notional amount equal to the initial Note Balance of the [Class A-4 notes] on the closing date and will decrease by the amount of any principal payments on the [Class A-4 notes]. The notional amount of the interest rate swap at all times that the interest rate swap is in place will be equal to the Note Balance of the [Class A-4 notes].

On each payment date the issuing entity will make and receive payments under the interest rate swap agreements calculated with respect to the preceding interest accrual period and exchanged on a net basis. The issuing entity will pay to the swap counterparty the amounts set forth below with respect to the related interest rate swap agreement, in each case on a notional amount equal to the outstanding principal balance of the related class of floating rate notes and the swap counterparty will pay to the issuing entity the following amounts on such notional amount:

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	Amount Payable to	Amount Payable to
Class [A-4] Notes	Swap Counterparty	Issuing Entity

In general, under the interest rate swap agreement on each payment date, the issuing entity will be obligated to pay the swap counterparty a per annum fixed rate payment based on a fixed rate of [ ]% times the notional amount of the interest rate swap and the swap counterparty will be obligated to pay a per annum floating rate payment based on the interest rate of the [Class A-4 notes] times the same notional amount. Payments on the interest rate swap (other than Swap Termination Payments) will be exchanged on a net basis. The payment obligations of the issuing entity to the swap counterparty under the interest rate swap agreement are secured under the indenture by the same lien in favor of the indenture trustee that secures payments to the noteholders. A Net Swap Payment made by the issuing entity ranks higher in priority than all payments on the notes.

Among other things, an event of default under the interest rate swap agreement includes:

	•		failure to make payments due under the interest rate swap agreement; or

	•		the occurrence of certain bankruptcy events of the issuing entity or bankruptcy and insolvency events of the swap counterparty.

	•		any breach of the interest rate swap agreement or related agreements by the swap counterparty;

	•		failure to post collateral or return collateral pursuant to the terms of the credit support annex by the swap counterparty or the issuing entity (solely with respect to the return of collateral);

	•		misrepresentation by the swap counterparty; or

	•		merger by the swap counterparty without assumption of its obligations under the interest rate swap agreement.

Among other things, a termination event under the interest rate swap agreement includes:

	•		illegality of the transactions contemplated by the interest rate swap agreement;

	•		any commencement of the liquidation of the issuing entity property following an event of default under the indenture;

	•		failure of the swap counterparty to provide the financial information required by Regulation AB and other requested information or to assign the interest rate swap agreement to an eligible counterparty that is able to provide the information;

	•		certain tax events;

	•		any amendment to the sale and servicing agreement or the indenture by the issuing entity that has a material and adverse affect on the swap counterparty without the prior written consent of the swap counterparty to the extent such consent is required under the related agreement;

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	•		a merger or consolidation of the swap counterparty into an entity with materially weaker creditworthiness; or

	•		failure of the swap counterparty (or its credit support provider, if any) to maintain its credit rating at certain levels required by the interest rate swap agreement, which failure may not constitute a termination event if the swap counterparty maintains certain minimum credit ratings and, among other things:

	•		at its own expense obtains an unconditional guarantee or similar assurance from a guarantor with the appropriate credit rating, along with a legal opinion regarding the guarantee;

	•		posts collateral; or

	•		assigns its rights and obligations under the interest rate swap agreement to a substitute swap counterparty that satisfies the eligibility criteria set forth in the interest rate swap agreement.

Upon the occurrence of any event of default or termination event specified in the interest rate swap agreement, the non-defaulting or non-affected party or, in some instances, the affected party or burdened party may elect to terminate the interest rate swap agreement. If the interest rate swap agreement is terminated due to an event of default or a termination event, a Swap Termination Payment under the interest rate swap agreement may be due to the swap counterparty by the issuing entity out of Available Funds. Any Swap Termination Payment that constitutes a Subordinated Swap Termination Payment will be subordinated to payments of principal of and interest on the notes and any Swap Termination Payment that constitutes a Senior Swap Termination Payment will be paidpro ratawith interest on the Class A notes. The amount of any Swap Termination Payment may be based on the actual cost or market quotations of the cost of entering into a similar swap transaction or such other methods as may be required under the interest rate swap agreement, in each case in accordance with the procedures set forth in the interest rate swap agreement. Any Swap Termination Payment could if market rates or other conditions have changed materially, be substantial. If a replacement interest rate swap agreement is entered into, any payments made by the replacement swap counterparty in consideration for replacing the swap counterparty, will be applied to any Swap Termination Payment owed to the swap counterparty, under the interest rate swap agreement to the extent not previously paid.]

DESCRIPTION OF THE TRANSFER AGREEMENTS AND THE ADMINISTRATION AGREEMENT

The information in this section summarizes material provisions of the “purchase agreement” entered into between VW Credit and the depositor, the “sale and servicing agreement” entered into among the depositor, the servicer, the issuing entity and the indenture trustee and the “indenture” entered into between the issuing entity and the indenture trustee. We sometimes refer to these agreements collectively as the “transfer agreements.” This section also summarizes the “administration agreement” entered into among the issuing entity, VW Credit and the indenture trustee. The following summary supplements the description of the general terms and provisions of these agreements set forth in the prospectus in the sections titled “The Transaction Documents” and “Description of the Indenture”, to which reference is hereby made.

We will file a copy of the actual transfer agreements and the administration agreement with the SEC after we issue the notes. This is not a complete description of the transfer agreements or the administration agreement, and the summaries of the transfer agreements and the administration agreement

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in this prospectus supplement are subject to all of the provisions of the transfer agreements and the administration agreement.

Sale and Assignment of Receivables and Related Security Interests

Under the purchase agreement, VW Credit will sell, transfer, assign and otherwise convey to the depositor all of its right, title and interest in, to and under the receivables, Collections after the cut-off date and the related security relating to those receivables. The purchase agreement will create a first priority ownership/security interest in that property in favor of the depositor.

Under the sale and servicing agreement, the depositor will sell, transfer, assign and otherwise convey to the issuing entity all of its right, title and interest in, to and under the receivables, Collections after the cut-off date, the related security relating to those receivables and related property. The sale and servicing agreement will create a first priority ownership/security interest in that property in favor of the issuing entity.

Under the indenture, the issuing entity will pledge all of its right, title and interest in, to and under the issuing entity property to the indenture trustee. The terms of the indenture create a first priority perfected security interest in the issuing entity property in favor of the indenture trustee for the benefit of the noteholders.

Collection and Other Servicing Procedures

Currently, the servicer uses fiscal months rather than calendar months. Each fiscal month is either four or five weeks and generally begins on a Sunday and ends on a Saturday. The servicer uses fiscal months rather than calendar months to assure that each month ends on a weekend, which facilitates an easier internal end of month accounting cut-off. Because the fiscal month does not precisely correspond to the calendar month, a particular fiscal month (for example, the June fiscal month) may include one or more days of the preceding calendar month (for example, a few days of May) at the beginning of the fiscal month and/or a few days of the next calendar month (for example, a few days of July). Fiscal months are determined from time to time by the servicer. Each “collection period” will be the period commencing on the first day of each fiscal month of the servicer and ending on the last day of such fiscal month (or in the case of the initial collection period, the period commencing on the close of business on the cut-off date and ending on [ ]). The servicer may elect in the future to have its fiscal months coincide with calendar months. It is expected that there generally will be a greater amount of Collections received and paid in the aggregate to investors on a payment date relating to a five week collection period then a payment date relating to a four week collection period.

Administration Agreement

VW Credit will be the administrator under the administration agreement. The administrator will perform all of its duties as administrator under the administration agreement and the transfer agreements and the duties and obligations of the issuing entity and the owner trustee under the transfer agreements to which the issuing entity is a party (except those duties and obligations of the owner trustee under the transfer agreements related to Regulation AB). However, except as otherwise provided in such documents, the administrator will have no obligation to make any payment required to be made by the issuing entity under any such document. The administrator will monitor the performance of the issuing entity and the owner trustee and will advise the issuing entity and the owner trustee when action is necessary to comply with the issuing entity’s and the owner trustee’s duties and obligations under such documents. In furtherance of the foregoing, the administrator will take all appropriate action that is the duty of the issuing entity and the owner trustee to take pursuant to such documents.

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As compensation for the performance of the administrator and as a reimbursement for its expenses, the administrator will be entitled to receive $[ ] annually, which shall be solely an obligation of the servicer.

The Accounts

The issuing entity will have the following bank accounts, which initially will be maintained at and will be maintained in the name of the indenture trustee on behalf of the noteholders [and the swap counterparty]:

	•		the collection account;

	•		the principal distribution account;

	•		the reserve account[; and

	•		the pre-funding account].

The Collection Account

Under the sale and servicing agreement, unless the monthly remittance condition described below is not satisfied, VW Credit as servicer will remit Collections it receives on the receivables to the collection account on the following payment date or, if the collection account is not maintained at the indenture trustee, then on the business day preceding each payment date (so long as the monthly remittance condition is met). However, if the monthly remittance condition is not satisfied, the servicer will be required to deposit an amount equal to all Collections into the collection account within two business days after receipt. The “monthly remittance condition” will be satisfied if (i) VW Credit is the servicer, (ii) no servicer replacement event has occurred and is continuing and (iii) (x) Volkswagen AG has a short-term debt rating of at least “P-1” from Moody’s and “A-1” from Standard & Poor’s, (y) both Moody’s and Standard & Poor’s are then rating a debt issuance of Volkswagen Group of America or VW Credit (and, in the case of VW Credit, that debt issuance is guaranteed by Volkswagen AG) and (z) VW Credit remains a direct or indirect wholly owned subsidiary of Volkswagen AG. The servicer may also remit Collections to the collection account on any other alternate remittance schedule (but not later than the related payment date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule. Pending deposit into the collection account, Collections may be commingled and used by the servicer at its own risk and are not required to be segregated from its own funds. [Currently, the monthly remittance condition is not satisfied.] The indenture trustee will deposit into the collection account, promptly on the day of receipt, the Net Swap Receipt, if any, received from the swap counterparty, for any payment date.

On each payment date, the indenture trustee will withdraw from the reserve account and deposit into the collection account any amount of funds required under the sale and servicing agreement to be withdrawn from the reserve account and distributed on that payment date.

Principal Distribution Account

On each payment date, the indenture trustee will make payments from amounts deposited in the principal distribution account on that date in the order of priority above under “The Notes—Payments of Principal.”

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Reserve Account

The servicer will establish the reserve account in the name of the indenture trustee for the benefit of the noteholders [and the swap counterparty.] To the extent that Collections on the receivables and amounts on deposit in the reserve account [and amounts paid by the swap counterparty (if any) are insufficient,] the noteholders will have no recourse to the assets of the certificateholder, [the swap counterparty,] the depositor or servicer as a source of payment.

The reserve account initially will be funded by a deposit from proceeds of the offering of the notes on the closing date in an amount equal to [the sum of (a)] [ ]% of the initial Adjusted Pool Balance of the receivables [and (b) an amount expected to cover the negative carry with respect to the accrued interest on that portion of the note balance equal to amounts in the pre-funding account and earnings on funds, if any, on deposit in the pre-funding account]. [The reserve account will be funded by deposits from proceeds of the sale by the seller of subsequent receivables on each Funding Date in an amount equal to [ ]% of the aggregate receivables balance of the subsequent receivables for that Funding Date.]

As of any payment date, the amount of funds actually on deposit in the reserve account may, in certain circumstances, be less than the Specified Reserve Account Balance. On each payment date, the issuing entity will, to the extent available, deposit the amount, if any, necessary to cause the amount of funds on deposit in the reserve account to equal the Specified Reserve Account Balance to the extent set forth below under “—Priority of Payments.”

Amounts on deposit in the collection account, the principal distribution account and the reserve account will be invested by the indenture trustee at the direction of the servicer in Permitted Investments. Permitted Investments are limited to obligations or securities that mature on or before the next payment date. However, if the Rating Agency Condition is satisfied, funds in the reserve account may be invested in investments that will not mature prior to the next payment date and that meet other investment criteria.

The amount of funds on deposit in the reserve account may decrease on each payment date by withdrawals of funds to cover shortfalls in the amounts required to be distributed pursuant to clauses [firstthroughseventh] under “—Priority of Payments” below.

If the amount of funds on deposit in the reserve account on any payment date, after giving effect to all deposits and withdrawals from the reserve account on that payment date, is greater than the Specified Reserve Account Balance for that payment date, then the indenture trustee will deposit the amount of the excess into the collection account and the excess will then be distributed as part of Available Funds for that payment date for distribution as specified under “—Priority of Payments” below.

In addition, on any payment date [occurring after the end of the Funding Period,] if the sum of the amounts in the reserve account and the remaining Available Funds after the payments under clauses [firstthroughseventh] under “—Priority of Payments” would be sufficient to pay in full the aggregate unpaid principal amount of all of the outstanding notes, then the indenture trustee will, if instructed by the servicer, withdraw such amounts from the reserve account to the extent necessary to pay all outstanding notes in full.

[Pre-Funding Account]

[On the closing date, $[ ] will be deposited from the proceeds of the sale of the notes into the pre-funding account which will be included in the issuing entity property. The amount deposited from the proceeds of the sale of the notes into the pre-funding account is not more than 50% of the proceeds of the offering and represents % of the initial pool balance (including the

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expected aggregate principal balance of the subsequent receivables). In order to acquire subsequent receivables on a Funding Date, certain conditions precedent must be satisfied and the subsequent receivables must satisfy the same eligibility criteria as the receivables transferred to the issuing entity on the closing date. The amount of funds withdrawn from the pre-funding account for the acquisition of subsequent receivables on a Funding Date will be equal to the Receivables Purchase Price with respect to such subsequent receivables. The underwriting criteria for subsequent receivables are expected to be substantially the same as those for the initial receivables and thus it is expected that the characteristics of the subsequent receivables acquired through the pre-funding account will not vary materially from the characteristics of the receivables pool on the closing date.

On the first payment date following the termination of the Funding Period, the indenture trustee will withdraw any remaining funds on deposit in the pre-funding account (excluding investment earnings or income) and pay those remaining funds to the noteholders in sequential order of priority beginning with the Class A-1 notes, if the aggregate of those amounts is $100,000 or less. If the remaining funds in the pre-funding account exceed $100,000, the funds will be paid ratably to the Class A noteholders, until the Class A notes are paid in full[, and then ratably to the Class B noteholders, until the Class B notes are paid in full].

Amounts on deposit in the pre-funding account will be invested by the indenture trustee at the direction of the servicer in permitted investments and investment earnings therefrom will be deposited into the collection account as Available Funds on each payment date. Permitted investments are generally limited to obligations or securities that mature on or before the next payment date. However, if the Rating Agency Condition is satisfied, funds in the pre-funding account may be invested in investments that will not mature prior to the next payment date with respect to such notes and which meet other investment criteria.

In connection with each purchase of subsequent receivables, officers on behalf of the servicer, the seller and the issuing entity will certify that the requirements summarized above are met with regard to that prefunding. Neither the rating agencies listed under “Summary of Terms—Ratings” above nor any other person (other than the servicer, the seller and the issuing entity) will provide independent verification of that certification.]

Advances

On each payment date, the servicer will deposit into the collection account an advance in an amount equal to the lesser of (1) any shortfall in the amounts available to make the payments described in clauses [first] through [seventh] of the payment waterfall described below and (2) the aggregate scheduled monthly payments due on the receivables but not received during and prior to the related collection period (an “advance”).

However, the servicer will not be obligated to make an advance if the servicer reasonably determines in its sole discretion that such advance is not likely to be repaid from future cash flows from the receivables. No advances will be made with respect to Defaulted Receivables. In making advances, the servicer will assist in maintaining a regular flow of payments on the receivables, rather than guarantee or insure against losses. Accordingly, all advances will be reimbursable to the servicer, without interest (from Available Funds, including Collections on the receivables pool), prior to any distributions on the notes. See “—Priority of Payments” below.

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Priority of Payments

On each payment date, except after acceleration of the notes after an event of default under the indenture, the indenture trustee will make the following deposits and distributions (in accordance with the servicer’s instructions), to the extent of the Available Funds then on deposit in the collection account with respect to the collection period preceding that payment date—including funds, if any, deposited into the collection account from the reserve account—in the following order of priority (which we sometimes refer to as the “payment waterfall”):

	(1)		first, to the servicer (or any predecessor servicer, if applicable), for reimbursement of outstanding advances;

	(2)		second,to the servicer, the servicing fees and all prior unpaid servicing fees with respect to prior periods;

	(3)		[third,to the swap counterparty, the Net Swap Payment, if any, for such payment date;]

	(4)		fourth,pro rata [based on amounts due, (i) to the swap counterparty, any Senior Swap Termination Payments for such payment date and (ii)]to the [Class A] noteholders, pro rata, the accrued [Class A] note interest, which is the sum of (a) the aggregate amount of interest due and accrued for the related interest period on each class of the [Class A] notes at their respective interest rates on the respective note balances as of the previous payment date (after giving effect to all payments of principal to the [Class A] noteholders on prior payment dates); and (b) the excess, if any, of the amount of interest due and payable to the noteholders on prior payment dates over the amounts actually paid to the [Class A] noteholders on those prior payment dates, plus interest on any such shortfall at the respective interest rates on each class of the [Class A] notes (to the extent permitted by law);

	(5)		fifth,to the principal distribution account for distribution pursuant to “The Notes—Payments of Principal” above, the First Allocation of Principal;

	(6)		[sixth,to the Class B noteholders, the accrued Class B note interest, which is the sum of (a) the aggregate amount of interest due and accrued for the related interest period on the Class B notes at the Class B notes at the Class B interest rate on the Note Balance as of the previous payment date after giving effect to all payments of principal to the Class B noteholders on the preceding payment date; and (b) the excess, if any, of the amount of interest due and payable to the Class B noteholders on prior payment dates over the amounts actually paid to the Class B noteholders on those prior payment dates, plus interest on any such shortfall at the interest rate on the Class B notes (to the extent permitted by law);]

	(7)		[seventh,to the Principal Distribution Account for distribution pursuant to “The Notes—Payments of Principal” above, the Second Allocation of Principal;]

	(8)		eighth, reserve account, any additional amount required to increase the amount on deposit in the reserve account up to the specified reserve account balance;

	(9)		[ninth,to the swap counterparty, any Subordinated Swap Termination Payments for such payment date;]

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	(10)		tenth, to the owner trustee and the indenture trustee, accrued and unpaid fees and reasonable expenses (including indemnification amounts) due and owing under the trust agreement and the indenture, as applicable, which have not been previously paid; and

	(11)		eleventh, to or at the direction of the certificateholder, any funds remaining.

“First Allocation of Principal” means, for any payment date, an amount not less than zero equal to the excess, if any, of (a) the note balance of the Class A notes as of the preceding payment date over (b)(i) the sum of the pool balance as of the last day of the related collection period [minus the yield supplement overcollateralization amount] plus (ii) amounts, if any, on deposit in the pre-funding account as of the last day of the related collection period; provided, however, that the First Allocation of Principal will not exceed the note balance of the Class A notes; provided, further, that the First Allocation of Principal on and after the final scheduled payment date for any class of Class A notes will not be less than the amount that is necessary to reduce the note balance of that class of Class A notes to zero.

“Second Allocation of Principal” means, for any payment date an amount not less than zero equal to the excess, if any, of (a) the note balance of the notes minus the First Allocation of Principal for the specified payment date over (b)(i) the pool balance as of the last day of the related collection period [minus the yield supplement overcollateralization amount] plus (ii) amounts, if any, on deposit in the pre-funding account as of the last day of the related collection period; provided, however, that the Second Allocation of Principal on and after the final scheduled payment date for any class of notes will not be less than the amount that is necessary to reduce the note balance of that class to zero (after the application of the First Allocation of Principal).

Upon and after any distribution to the certificateholder of any amounts, the noteholders will not have any rights in, or claims to, those amounts. On each payment date, after all deposits and distributions of higher priority as described above, the certificateholder will be entitled to any funds remaining on that payment date.

If the sum of the amounts required to be distributed pursuant to clausesfirstthrough [fifth] above exceeds the sum of Available Funds [and servicer advances] for that payment date, the indenture trustee will withdraw from the reserve account and deposit in the collection account for distribution in accordance with the payment waterfall an amount equal to the lesser of the funds in the reserve account and the shortfall.

[Excess Interest

Because more interest is expected to be paid by the obligors in respect of the receivables than is necessary to pay the related servicing fee, any net swap payment and interest on the notes each month, there is expected to be excess interest. Any excess interest will be applied on each payment date as an additional source of Available Funds as described under “—Priority of Payments” above.]

[Insert financial information for any credit enhancement provider liable or contingently liable to provide payments representing 10% or more of the cash flow supporting the notes in accordance with Item 1114(b) of Regulation AB.]

Fees and Expenses

The fees and expenses paid or payable from Available Funds are set forth in the table below. Those fees and expenses are paid on each payment date as described above under “—Priority of Payments”.

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Recipient		Fees and Expenses Payable*
Servicer		The servicing fee as described below under “—Servicing Compensation and Expenses”

Administrator		$[ ] per annum

Indenture Trustee		$[ ] per annum plus reasonable expenses**

Owner Trustee		$[ ] per annum plus reasonable expenses**


*		The fees and expenses described above do not change upon an event of default.

**		The [servicer] has the primary obligation to pay the fees and expenses of both the indenture trustee and the owner trustee.

Indemnification of Indenture Trustee and the Owner Trustee

Under the indenture, the issuing entity will agree to cause the [servicer] to indemnify the indenture trustee for any loss, liability or expense incurred without willful misconduct, [gross] negligence or bad faith on the part of the indenture trustee arising out of, or in connection with, the acceptance or administration of the trust, including, with certain limitations, the costs and expenses of defending itself against any claim in connection with the exercise or performance of any of its powers or duties under the indenture. To the extent that any such indemnities are not otherwise satisfied, they will be paid from Available Funds as described above under “—Priority of Payments”.

Under the trust agreement, the depositor will cause the servicer to indemnify the owner trustee from and against any and all loss, liability, expense, tax, penalty or claim (including reasonable legal fees and expenses) of any kind and nature whatsoever which may at any time be imposed on, incurred by or asserted against the owner trustee in any way relating to or arising out of the trust agreement, the other transaction documents, the issuing entity property or the action or inaction of the owner trustee. However, neither the depositor nor the servicer will be liable for or required to indemnify the owner trustee from and against any of the foregoing expenses arising or resulting from (i) its own willful misconduct, bad faith or [gross] negligence, (ii) the inaccuracy of certain of the owner trustee’s representations and warranties, (iii) liabilities arising from the failure of the owner trustee to perform certain obligations or (iv) taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the owner trustee. To the extent that any such indemnities are not otherwise satisfied, they will be paid from Available Funds as described above under “—Priority of Payments”.

[Yield Supplement Overcollateralization Amount

As of the closing date, the yield supplement overcollateralization amount will equal [ ], which is approximately [ ]% of the initial Adjusted Pool Balance. The yield supplement overcollateralization amount will decline on each payment date. It is intended to compensate for the low APRs on some of the receivables and is in addition to the overcollateralization referred to in “Summary—Credit Enhancement—Overcollateralization”.

With respect to any payment date, the “yield supplement overcollateralization amount” is the amount specified below with respect to that payment date:


		Yield Supplement
		Overcollateralization Amount
Payment Date		Amount
Closing Date		$

The yield supplement overcollateralization amount for each payment date is equal to the sum of the amount for each receivable equal to the excess, if any, of (x) the scheduled payments due on the

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receivable for each future collection period discounted to present value as of the end of the preceding collection period at the APR of that receivable over (y) the scheduled payments due on the receivable for each future collection period discounted to present value as of the end of the preceding collection period at a discount rate equal to the greater of the APR of that receivable and [•]%. For purposes of the preceding definition, future scheduled payments on the receivables are assumed to be made on their scheduled due dates without any delay, defaults or prepayments.]

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Optional Redemption

If VW Credit, as servicer, exercises its optional clean-up call to purchase the assets of the issuing entity (other than the reserve account) on any payment date when the then-outstanding net pool balance on that payment date has declined to [10]% or less of [the sum of (i)] the initial net pool balance [and (ii) the initial amount, if any, deposited into the pre-funding account], then the outstanding notes will be redeemed in whole, but not in part, on the payment date on which the servicer, or any successor to the servicer, exercises this option. This option is described in the prospectus under “The Transaction Documents—Purchase of Receivables by the Servicer.” The purchase price will be at least equal to the outstanding principal balance of all the notes plus accrued and unpaid interest thereon (after giving effect to all distributions for that payment date in accordance with “—Priority of Payments” above) up to but excluding that payment date at the applicable interest rate [and any amounts due to the swap counterparty].

Additionally, each of the notes is subject to redemption in whole, but not in part, on any payment date on which the sum of the amounts in the reserve account and the remaining available funds after the payments under clausesfirstthrough [fifth] set forth in “—Priority of Payments” above would be sufficient to pay in full the aggregate unpaid note balance of all of the outstanding notes as determined by the servicer. On such payment date, (i) the indenture trustee upon written direction from the servicer shall transfer all amounts on deposit in the reserve account to the collection account and (ii) the outstanding notes shall be redeemed in whole, but not in part.

It is expected that at the time this clean-up call option becomes available to the servicer, only the Class A-4 notes [and Class B notes] will be outstanding.

Servicing Compensation and Expenses

The servicer will be entitled to receive a servicing fee for each collection period. The “servicing fee” for any payment date will be an amount equal to the product of (1) one-twelfth (or, in the case of the first payment date, [a fraction equal to the number of days from but not including the [initial] cut-off date to and including the last day of the first collection period over 360][one-sixth]), (2) [1.00]% per annum and (3) the net pool balance of the receivables as of the first day of the related collection period [(or as of the initial cut-off date, in the case of the first payment date)]. As additional compensation, the servicer will be entitled to retain all Supplemental Servicing Fees. In addition, the servicer will be entitled to receive all investment earnings (net of investment losses and expenses) from the investment of funds in the collection account[, the reserve account] and the principal distribution account. The servicing fee, together with any portion of the servicing fee that remains unpaid from prior payment dates, will be payable on each payment date from funds on deposit in the collection account with respect to the collection period preceding that payment date, including funds, if any, deposited into the collection account from the reserve account. The servicer will pay all expenses (apart from certain expenses incurred in connection with liquidating a financed vehicle related to a receivable, such as auction, painting, repair or refurbishment in respect of that financed vehicle) incurred by it in connection with its servicing activities (including any fees and expenses of sub-servicers to whom it has delegated servicing responsibilities) and generally will not be entitled to reimbursement of those expenses. The servicer will have no responsibility, however, to pay any losses with respect to the receivables.

Modifications of Receivables and Extensions of Receivables Final Payment Dates

Pursuant to the sale and servicing agreement, the servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments on a receivable in accordance with its customary servicing practices; provided, however, that if the servicer (1) extends the date for final payment by the

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obligor of any receivable beyond the last day of the collection period prior to the final scheduled payment date for the Class [A-4][B] notes or (2) reduces the contract rate or outstanding principal balance of any receivable other than as required by applicable law (including, without limitation, the Servicemembers Civil Relief Act), then the servicer will be required to purchase that receivable from the issuing entity.

Servicer Replacement Events

The following events constitute “servicer replacement events” under the sale and servicing agreement:

	•		any failure by the servicer to deliver or cause to be delivered any required payment to the indenture trustee for distribution to the noteholders, which failure continues unremedied for ten business days after discovery thereof by an officer of the servicer or receipt by the servicer of written notice thereof from the indenture trustee or noteholders evidencing a majority of the aggregate outstanding principal amount of the notes, voting together as a single class;

	•		any failure by the servicer to duly observe or perform in any material respect any other of its covenants or agreements in the sale and servicing agreement, which failure materially and adversely affects the rights of the issuing entity or the noteholders, and which continues unremedied for 90 days after discovery thereof by an officer of the servicer or receipt by the servicer of written notice thereof from the indenture trustee or the noteholders evidencing a majority of the aggregate outstanding principal amount of the notes, voting together as a single class;

	•		any representation or warranty of the servicer made in any transaction document to which the servicer is a party or by which it is bound or any certificate delivered pursuant to the sale and servicing agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the issuing entity or the noteholders, and which failure continues unremedied for 90 days after discovery thereof by an officer of the servicer or receipt by the servicer of written notice thereof from the indenture trustee or the noteholders evidencing a majority of the aggregate outstanding principal amount of the notes, voting together as a single class; and

	•		the occurrence of certain events (which, if involuntary, remain unstayed for more than 90 days) of bankruptcy, insolvency, receivership or liquidation of the servicer.

[Notwithstanding the foregoing, a delay in or failure of performance referred to under the first three bullet points above for a period of [150] days will not constitute an event of default if that delay or failure was caused by force majeure or other similar occurrence.]

The existence or occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any presumption that any event under the first three bullet points above has occurred.

Removal or Replacement of the Servicer

If a servicer replacement event is unremedied, the indenture trustee, acting at the direction of 66⅔% of the noteholders, will terminate all of the servicing rights and obligations of the servicer with respect to the receivables. The indenture trustee will effect that termination by delivering notice to the servicer, the owner trustee, the issuing entity, the administrator, [the swap counterparty], each rating

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agency and the noteholders. Any successor servicer must be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000.

The servicer may not resign from its servicing obligations and duties except upon determination that the performance of its duties as servicer is no longer permissible under applicable law. No servicer resignation will become effective until a successor servicer has assumed the servicer’s obligations and duties and provided in writing the information reasonably requested by the depositor to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. The servicer may not assign the sale and servicing agreement or any of its rights, powers, duties or obligations under the sale and servicing agreement except under limited circumstances in connection with a consolidation or merger or similar occurrence. The servicer may, at any time without notice or consent, delegate (a) any or all of its duties (including, without limitation, its duties as custodian) under the transaction documents to any of its affiliates or (b) specific duties to sub-contractors who are in the business of performing similar duties. However, no delegation to affiliates or sub-contractors will release the servicer of its responsibility with respect to its duties, and the servicer will remain obligated and liable to the issuing entity and the indenture trustee for those duties as if the servicer alone were performing those duties.

Upon the servicer’s receipt of notice of termination, the predecessor servicer will continue to perform its functions as servicer only until the date specified in that termination notice or, if no date is specified therein, until receipt of that notice. If a successor servicer has not been appointed at the time when the predecessor servicer ceases to act as servicer of the receivables, the indenture trustee will automatically be appointed the successor servicer. However, if the indenture trustee is legally unable or is unwilling to act as servicer, the indenture trustee will appoint (or petition a court to appoint) a successor servicer.

Upon appointment of a successor servicer, the successor servicer will assume all of the responsibilities, duties and liabilities of the servicer with respect to the receivables (other than the obligations of the predecessor servicer that survive its termination as servicer, including indemnification obligations against certain events arising before its replacement). In a bankruptcy or similar proceeding for the servicer, a bankruptcy trustee or similar official may have the power to prevent the indenture trustee, the owner trustee or the noteholders from effecting a transfer of servicing to a successor servicer.

Waiver of Past Servicer Replacement Events

The holders of a majority of the aggregate outstanding principal amount [of the Controlling Class] of the notes may waive any servicer replacement event.

Events of Default

The occurrence of any one of the following events will be an “event of default” under the indenture:

	•		a default in the payment of any interest on any note [of the Controlling Class] when the same becomes due and payable, and that default continues for a period of five business days or more;

	•		a default in the payment of the principal of any note at the related final scheduled payment date or the redemption date;

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	•		any failure by the issuing entity to duly observe or perform in any material respect any of its material covenants or agreements in the indenture, which failure materially and adversely affects the interests of the noteholders, and which failure continues unremedied for 90 days after receipt by the issuing entity of written notice thereof from the indenture trustee or noteholders evidencing a majority of the aggregate outstanding principal amount of the notes;

	•		any representation or warranty of the issuing entity made in the indenture proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of the noteholders, and which failure continues unremedied for 90 days after receipt by the issuing entity of written notice thereof from the indenture trustee or noteholders evidencing a majority of the aggregate outstanding principal amount of the notes; or

	•		the occurrence of certain events (which, if involuntary, remain unstayed for a period of 90 consecutive days) of bankruptcy, insolvency, receivership or liquidation of the issuing entity.

[Notwithstanding the foregoing, a delay in or failure of performance referred to under the first four bullet points above for a period of [150] days will not constitute an event of default if that delay or failure was caused by force majeure or other similar occurrence.]

The amount of interest and principal required to be paid to noteholders under the indenture, however, generally will be limited to amounts available to make such payments in accordance with the priority of payments. Thus, the failure to pay interest or principal on a class of notes due to a lack of amounts available to make such a payment will not result in the occurrence of an event of default until the final scheduled payment date for that class of notes.

Rights Upon Event of Default

Upon the occurrence and continuation of any event of default [(other than an event of default resulting from an event of bankruptcy, insolvency, receivership or liquidation of the issuing entity)], the indenture trustee or the noteholders of a majority of the outstanding note balance of the notes may declare the notes to be immediately due and payable. [Upon the occurrence of an event of default resulting from an event of bankruptcy, insolvency, receivership or liquidation of the issuing entity, the notes will automatically be accelerated, and all interest on and principal of the notes will be due and payable without any declaration or other act by the indenture trustee or the noteholders.]

If an event of default is unremedied, the indenture trustee may institute proceedings to collect amounts due or foreclose on the issuing entity property, exercise remedies as a secured party, elect to maintain the receivables and the other issuing entity property and continue to apply the proceeds from the receivables and the other issuing entity property as if there had been no event of default or sell the receivables and the other issuing entity property. Upon the occurrence of an event of default resulting in acceleration of the notes, the indenture trustee may sell the receivables and the other issuing entity property or may elect to have the issuing entity maintain possession of the receivables and the other issuing entity property and apply Collections as received. However, the indenture trustee is prohibited from selling the receivables and the other issuing entity property following an event of default unless:

	•		the holders of 100% of the aggregate outstanding principal amount [of the Controlling Class] of the notes [and the swap counterparty] consent to a sale;

	•		the proceeds of the sale are sufficient to pay in full the principal of and the accrued interest on all outstanding notes [and all amounts owed to the swap counterparty at the date of such sale]; or

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•

the default relates to the failure to pay interest or principal when due (a “payment default”), the indenture trustee determines that the Collections on the receivables would not be sufficient on an ongoing basis to make all payments on the notes as those payments would have become due if those obligations had not been declared due and payable, and the indenture trustee obtains the consent of the holders of 66²/3% of the aggregate outstanding principal amount of the notes [of the Controlling Class] [and the swap counterparty].

In addition, if the event of default does not relate to a payment default or insolvency of the issuing entity, the indenture trustee is prohibited from selling the receivables and the other issuing entity property unless the holders of all outstanding notes consent to a sale or the proceeds of a sale are sufficient to pay in full the principal of and the accrued interest on the outstanding notes [and all amounts owed to the swap counterparty.]

If an event of default occurs and is continuing, the indenture trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the noteholders, if the indenture trustee reasonably believes it will not be adequately indemnified against the costs, expenses, disbursements, advances and liabilities which might be incurred by it in complying with the request. Subject to the provisions for indemnification and certain limitations contained in the indenture, the holders of a majority of the aggregate outstanding principal amount of the notes [of the Controlling Class] will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee, and the holders of a majority of the aggregate outstanding principal amount of the notes [of the Controlling Class] may, in certain cases, waive any event of default, except a default in payment of principal of or interest on any of the notes, a default in respect of a covenant or provision of the indenture that cannot be modified without the consent of the holders of all of the outstanding notes or a default arising from an insolvency of the issuing entity.

Priority of Payments May Change Upon an Event of Default

Following the occurrence and during the continuation of an event of default under the indenture which has resulted in an acceleration of the notes, and upon the liquidation of the receivables after any event of default, the priority of payments changes (including payments of principal on the notes). On each payment date after an event of default and acceleration of the notes, payments will be made from all funds available to the issuing entity in the following order of priority:

	(1)		first, to the indenture trustee and the owner trustee, any accrued and unpaid fees and reasonable expenses (including indemnification amounts) permitted under the trust agreement and the indenture, provided, that the amounts payable pursuant to this clause will be limited to $[ ] per annum in the aggregate;

	(2)		second, to the servicer (or any predecessor servicer, if applicable), for reimbursement of outstanding advances;

	(3)		third,to the servicer, the servicing fee and all unpaid servicing fees with respect to prior periods;

	(4)		[fourth, to the swap counterparty, any due and unpaid Net Swap Payments];

	(5)		fifth, [pro rata, (A) to the swap counterparty for any due and unpaid Senior Swap Termination Payments and (B)] to the [Class A] noteholders, pro rata, the accrued [Class A] note interest; if there are not sufficient funds to pay the entire amount of the accrued note interest, the amount available shall be applied to the payment of such interest on

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			each class of [Class A] notes on a pro rata basis based on the amount of interest payable to each class of [Class A] notes;

	(6)		sixth, if an Event of Default has occurred [that arises from (a) a default in the payment of any interest on any note of the Controlling Class when the same becomes due and payable, (b) a default in the payment of the principal of or any installment of the principal of any note when the same becomes due and payable or (c) the occurrence of certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity,] in the following order of priority:

	•		to the Class A-2 noteholders, the Class A-3 noteholders and the Class A-4 noteholders, pro rata, until all classes of the Class A notes have been paid in full;

	•		[to the Class B noteholders, the accrued Class B note interest;]

	•		[to the Class B noteholders, until the Class B notes have been paid in full;]

(7)

[seventh, if an Event of Default has occurred that arises from any event other than those events described above in clause [sixth], in the following order of priority:

	•		[to the Class B noteholders, the accrued Class B note interest;]

	•		to the Class A-1 noteholders until the Class A-1 notes have been paid in full;

	•		to the Class A-2 noteholders, the Class A-3 noteholders and the Class A-4 noteholders, pro rata, until all classes of the Class A notes have been paid in full;

	•		[to the Class B noteholders, until the Class B notes have been paid in full;]]

	(8)		[eighth, to the swap counterparty, any due and unpaid Subordinated Swap Termination Payments];

	(9)		ninth, to the owner trustee and the indenture trustee, any accrued and unpaid fees, reasonable expenses and indemnity payments not previously paid;

	(10)		tenth, any remaining funds to or at the direction of the certificateholder.

Following the occurrence of any event of default under the indenture which has not resulted in an acceleration of the notes, the issuing entity will continue to pay interest and principal on the notes on each payment date in the manner set forth under “—Priority ofPayments” above, until a liquidation, if any, of the receivables and the other issuing entity property.

Amendment Provisions

(a) The trust agreement and the purchase agreement generally may be amended by the parties thereto without the consent of the noteholders or any other person, (b) the sale and servicing agreement may be amended by the depositor and the servicer without the consent of the noteholders or any other person and (c) the administration agreement may be amended by the administrator without the consent of the noteholders or any other person, in each case if one of the following documents is delivered to the indenture trustee by the depositor, servicer or administrator as applicable:

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(i) an opinion of counsel to the effect that such amendment will not materially and adversely affect the interests of the noteholders;

(ii) an officer’s certificate to the effect that such amendment will not materially and adversely affect the interests of the noteholders; or

(iii) written confirmation from each rating agency listed under “Summary of Terms—Ratings” above that such amendment will not cause it to downgrade, qualify or withdraw its rating assigned to any of the notes.

Any amendment to the transaction documents (excluding the indenture) also may be made by the parties thereto with the consent of the noteholders holding not less than a majority of the aggregate outstanding amount of the [notes, voting as a single class] [Controlling Class]; provided, that the sale and servicing agreement may not be amended if that amendment would (i) reduce the interest rate or principal amount of any note, change or delay the final scheduled payment date of any note without the consent of the applicable noteholder or (ii) reduce the percentage of the aggregate outstanding amount of the 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 amount of the notes which were required to consent to such matter before giving effect to such amendment. Notwithstanding the foregoing amendment provisions, each transaction document may be amended by the parties thereto without the consent of any of the noteholders to add, modify or eliminate any provisions as may be necessary or advisable in order to enable the depositor, the servicer or any of their affiliates to comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle, provided that the Rating Agency Condition has been satisfied.

The indenture may be modified as follows:

The issuing entity and the indenture trustee, when authorized by an issuing entity order, may, with prior notice to the rating agencies and with the consent of the noteholders of not less than a majority of the outstanding principal amount of the notes, voting together as a single class execute a supplemental indenture for the purpose of adding provisions to, changing in any manner or eliminating any provisions of, the indenture, or modifying (except as provided below) in any manner the rights of the noteholders.

A supplemental indenture that amends, modifies or supplements the rights of the noteholder in any of the following manners will require the consent of the holder of each outstanding note affected thereby:

	•		changes the final scheduled payment date of any note or reduces the principal amount thereof, the interest rate thereon or the redemption price with respect thereto or changes any place of payment where, or the coin or currency in which, any note or any interest thereon is payable;

	•		changes the provision of the indenture relating to the application of or collections on, or the proceeds of the sale of, the issuing entity property to payment of principal and interest on the notes;

	•		impairs the right to institute suit for the enforcement of the provisions of the indenture regarding payment;

	•		reduces the percentage of the aggregate principal amount of the outstanding notes, the consent of the holders of which is required for any supplemental indenture or the consent of the holders of which is required for any waiver of compliance with certain provisions of the

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			indenture or of certain defaults thereunder and their consequences as provided for in the indenture;

	•		modifies or alters the provisions of the indenture regarding the voting of notes held by the issuing entity, any other obligor on the notes, the depositor or an affiliate of any of them;

	•		reduces the percentage of the aggregate outstanding principal amount of the notes, the consent of the holders of which is required to direct the indenture trustee to sell or liquidate the receivables and other issuing entity property if the proceeds of the sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the outstanding notes;

	•		decreases the percentage of the aggregate principal amount of the notes required to amend the sections of the indenture which specify the applicable percentage of aggregate principal amount of the notes necessary to amend the indenture or the other transaction documents;

	•		provides that additional provisions of the indenture or the other transaction documents may be modified or waived without the consent of the holder of each outstanding note affected thereby;

	•		affects the calculation of the amount of interest on or principal of any note payable on any payment date or to affect the rights of noteholders to the benefit of any provisions for the mandatory redemption of the notes; or

	•		permits the creation of any lien ranking prior to or on a parity with the lien of the indenture with respect to any of the collateral for the notes or, except as otherwise permitted or contemplated in the transaction documents, terminate the lien of the indenture on any collateral or deprive the holder of any note of the security afforded by the lien of the indenture.

The issuing entity and the indenture trustee may, when authorized by an issuing entity order, also enter into supplemental indentures, without obtaining the consent of the noteholders but with prior notice to the rating agencies for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture or of modifying in any manner (other than modifications set forth in the preceding paragraph) the rights of those noteholders; provided that the action will not, as evidenced by an opinion of counsel satisfactory to the indenture trustee, materially and adversely affect the interest of any noteholder.

No amendment or supplemental indenture will be effective which affects the rights, protections or duties of the indenture trustee or the owner trustee, as applicable, without the prior written consent of the indenture trustee or the owner trustee, respectively. [No amendment or supplemental indenture will be effective which materially and adversely affects the rights of the swap counterparty under the interest rate swap agreement without the consent of the swap counterparty.]

LEGAL INVESTMENT

[The Class A-1 notes will be eligible for purchase by money market funds under paragraph (a)(10) of Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”).]

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MATERIAL FEDERAL INCOME TAX CONSEQUENCES

Mayer Brown LLP is of the opinion that:

	•		based on the terms of the notes and the transactions relating to the receivables as set forth herein, the [Class A notes and the Class B] notes (other than any notes, if any, retained by the issuing entity or a person considered to be the same person as the issuing entity for United States federal income tax purposes) will be characterized as indebtedness for federal income tax purposes; and

	•		based on the applicable provisions of the trust agreement and related documents, for federal income tax purposes, the issuing entity will not be classified as an association taxable as a corporation and the issuing entity will not be treated as a publicly traded partnership taxable as a corporation.

It is anticipated that the notes offered hereunder (other than Notes, if any, with an original maturity of one year or less, which are subject to special rules with respect to original issue discount discussed in the Prospectus under “Material Federal Income Tax Consequences—The Notes—Original Issue Discount”) will not be issued with more than ade minimisamount (i.e.,¹/4% of the principal amount of the notes multiplied by their weighted average life to maturity) of original issue discount (“OID”) (other than any notes, if any, retained by the issuing entity or a person considered to be the same person as the issuing entity for United States federal income tax purposes, which may be subsequently considered issued with OID if sold by such person). If the notes offered hereunder are in fact issued at a greater thande minimisdiscount or are treated as having been issued with OID under the Treasury Regulations, the following general rules will apply.

The excess of the “stated redemption price at maturity” of the notes offered hereunder (generally equal to their principal amount as of the date of original issuance plus all interest other than “qualified stated interest payments” payable prior to or at maturity) over their original issue price (in this case, the initial offering price at which a substantial amount of the notes offered hereunder are sold to the public) will constitute OID. A noteholder must include OID in income over the term of the notes under a constant yield method. In general, OID must be included in income in advance of the receipt of the cash representing that income. In the case of debt instruments as to which the repayment of principal may be accelerated as a result of the prepayment of other obligations securing the debt instrument, the periodic accrual of OID is determined by taking into account both the prepayment assumptions used in pricing the debt instrument and the prepayment experience. If this provision applies to the notes, the amount of OID which will accrue in any given “accrual period” may either increase or decrease depending upon the accrual prepayment rate.

In the case of a debt instrument (such as a note) as to which the repayment of principal may be accelerated as a result of the prepayment of other obligations securing the debt instrument, under section 1272(a)(6) of the Code, the periodic accrual of OID is determined by taking into account (i) a reasonable prepayment assumption in accruing OID (generally, the assumption used to price the debt offering) and (ii) adjustments in the accrual of OID when prepayments do not conform to the prepayment assumption, and regulations could be adopted applying those provisions to the notes. It is unclear whether those provisions would be applicable to the notes in the absence of such regulations or whether use of a reasonable prepayment assumption may be required or permitted without reliance on these rules. If this provision applies to the notes, the amount of OID that will accrue in any given “accrual period” may either increase or decrease depending upon the actual prepayment rate. In the absence of such regulations (or statutory or other administrative clarification), any information reports or returns to the IRS and the noteholders regarding OID, if any, will be based on the assumption that the receivables will prepay at a

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rate based on the assumption used in pricing the notes offered hereunder. However, no representation will be made regarding the prepayment rate of the receivables. See “Weighted Average Life of the Notes” in this prospectus supplement. Accordingly, noteholders are advised to consult their own tax advisors regarding the impact of any prepayments under the receivables (and the OID rules) if the notes offered hereunder are issued with OID.

In the case of a note purchased withde minimisOID, generally, a portion of such OID is taken into income upon each principal payment on the note. Such portion equals thede minimisOID times a fraction whose numerator is the amount of principal payment made and whose denominator is the stated principal amount of the note. Such income generally is capital gain. If the notes are not issued with OID but a holder purchases a note at a discount greater than thede minimisamount set forth above, such discount will be market discount. Generally, a portion of each principal payment will be treated as ordinary income to the extent of the accrued market discount not previously recognized as income. Gain on sale of such note is treated as ordinary income to the extent of the accrued but not previously recognized market discount. Market discount generally accrues ratably, absent an election to base accrual on a constant yield to maturity basis.

Noteholders should consult their tax advisors with regard to OID and market discount matters concerning their notes.

STATE AND LOCAL TAX CONSEQUENCES

The discussion above does not address the tax consequences of purchase, ownership or disposition of the notes under any state or local tax law. We encourage investors to consult their own tax advisors regarding state and local tax consequences.

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CERTAIN ERISA CONSIDERATIONS

Subject to the following discussion, the notes may be acquired by pension, profit-sharing or other employee benefit plans, subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as well as individual retirement accounts, Keogh plans and other plans covered by Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (each a “benefit plan”). Section 406 of “ERISA,” and Section 4975 of the Code prohibit a benefit plan from engaging in certain transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to such benefit plan. A violation of these “prohibited transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and the Code for such persons or the fiduciaries of the benefit plan. In addition, Title I of ERISA also requires fiduciaries of a benefit plan subject to ERISA to make investments that are prudent, diversified and in accordance with the governing plan documents.

Certain transactions involving the issuing entity might be deemed to constitute prohibited transactions under ERISA and the Code with respect to a benefit plan that purchased notes if assets of the issuing entity were deemed to be assets of the benefit plan. Under a regulation issued by the United States Department of Labor (the “regulation”), the assets of the issuing entity would be treated as plan assets of a benefit plan for the purposes of ERISA and the Code only if the benefit plan acquired an “equity interest” in the issuing entity and none of the exceptions to plan assets contained in the regulation were applicable. An equity interest is defined under the regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features as of any date of determination. Although there is little guidance on the subject, assuming the notes constitute debt for local law purposes, the depositor believes that, at the time of their issuance, the notes should not be treated as an equity interest in the issuing entity for purposes of the regulation. This determination is based in part upon the traditional debt features of the notes, including the reasonable expectation of purchasers of notes that the notes will be repaid when due, as well as the absence of conversion rights, warrants or other typical equity features. The debt treatment of the notes for ERISA purposes could change if the issuing entity incurs losses. This risk of recharacterization is enhanced for notes that are subordinated to other classes of securities.

However, without regard to whether the notes are treated as an equity interest for purposes of the regulation, the acquisition or holding of notes by, or on behalf of, a benefit plan could be considered to give rise to a prohibited transaction if the issuing entity, the depositor, an originator, the servicer, the administrator, the underwriters, the owner trustee, the indenture trustee[, the swap counterparty] or any of their affiliates is or becomes a party in interest or a disqualified person with respect to such benefit plan. Certain exemptions from the prohibited transaction rules could be applicable to the purchase and holding of notes by a benefit plan depending on the type and circumstances of the plan fiduciary making the decision to acquire such notes. Included among these exemptions are: Prohibited Transaction Class Exemption (“PTCE”) 96-23, regarding transactions effected by “in-house asset managers”; PTCE 60 (as amended by PTCE 2002-13), regarding investments by insurance company general accounts; PTCE 38 (as amended by PTCE 2002-13), regarding investments by bank collective investment funds; PTCE 90-1, regarding investments by insurance company pooled separate accounts; and PTCE 14 (as amended by PTCE 2002-13), regarding transactions effected by “qualified professional asset managers”. In addition to the class exemptions listed above, the Pension Protection Act of 2006 provides a statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code for prohibited transactions between a benefit plan and a person or entity that is a party in interest to such benefit plan solely by reason of providing services to the benefit plan (other than a party in interest that is a fiduciary, or its affiliate, that has or exercises discretionary authority or control or renders investment advice with respect to the assets of the benefit plan involved in the transaction), provided that there is adequate consideration for the transaction. Even if the conditions specified in one or more of these exemptions are met, the scope

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of the relief provided by these exemptions might or might not cover all acts which might be construed as prohibited transactions. There can be no assurance that any of these, or any other exemption, will be available with respect to any particular transaction involving the notes and prospective purchasers that are benefit plans should consult with their advisors regarding the applicability of any such exemption.

Governmental plans (as defined in Section 3(32) of ERISA) are not subject to Title I of ERISA, and are also not subject to the prohibited transaction provisions under Section 4975 of the Code. However, state or local laws or regulations governing the investment and management of the assets of such plans may contain fiduciary and prohibited transaction requirements similar to those under ERISA and the Code discussed above and may include other limitations on permissible investments. Accordingly, fiduciaries of governmental plans, in consultation with their advisors, should consider the requirements of their respective pension codes with respect to investments in the notes, as well as general fiduciary considerations.

By acquiring a note, each purchaser or transferee will be deemed to represent and warrant that either (a) it is not acquiring and will not hold the notes with the assets of a benefit plan or a governmental plan, non-U.S. plan, or church plan or any other employee benefit plan or retirement arrangement that is subject to any applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code (“similar law”) or (b)(i) the notes are rated at least “BBB-” or its equivalent by a nationally recognized statistical rating agency at the time of purchase or transfer, and (ii) the acquisition and holding of the notes will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA, or Section 4975 of the Code or a nonexempt violation of any similar law.

Neither the issuing entity, the servicer, the administrator nor any of their respective affiliates, agents or employees will act as a fiduciary to any benefit plan with respect to the benefit plan’s decision to invest in the notes. Each fiduciary or other person with investment responsibilities over the assets of a benefit plan considering an investment in the notes must carefully consider the above factors before making an investment. Fiduciaries of benefit plans considering the purchase of notes should consult their legal advisors regarding whether the assets of the issuing entity would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and other issues and their potential consequences.

See “Certain ERISA Considerations” in the accompanying prospectus for additional considerations applicable to benefit plans that are considering an investment in the notes.

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UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement relating to the [Class A notes and the Class B] notes, the depositor has agreed to sell and the underwriters named below have severally but not jointly agreed to purchase the principal amount of the notes set forth opposite its name below:

Class A-1

Class A-2

Class A-3

Class A-4

[Class B

Underwriter

Notes

Notes]

Total

$

Total

$

The underwriting agreement provides that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters will be obligated to purchase all the notes if any are purchased. The underwriting agreement provides that, in the event of a default by an underwriter, in certain circumstances the purchase commitments of the non- defaulting underwriter may be increased or the underwriting agreement may be terminated.

The depositor has been advised by the underwriters that the underwriters propose to offer the notes to the public initially at the offering prices set forth on the cover page of this prospectus, and to certain dealers at these prices less the concessions and reallowance discounts set forth below:


	Selling		Reallowance
Class	Concession		Discount
Class A-1 Notes		%		%
Class A-2 Notes		%		%
Class A-3Notes		%		%
Class A-4 Notes		%		%
[Class B Notes		%		%]

If all of the classes of notes are not sold at the initial offering price, the underwriters may change the offering price and other selling terms. After the initial public offering, the underwriters may change the public offering price and selling concessions and reallowance discounts to dealers.

There currently is no secondary market for any class of notes and there is no assurance that one will develop. The underwriters expect, but will not be obligated, to make a market in each class of notes. There is no assurance that a market for the notes will develop, or if one does develop, that it will continue or that it will provide sufficient liquidity.

The depositor and VW Credit have agreed, jointly and severally, to indemnify the underwriters against certain liabilities, including civil liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments which the underwriters may be required to make in respect thereby. In the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and may, therefore, be unenforceable.

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Until the distribution of the [Class A notes and the Class B] notes is completed, rules of the SEC may limit the ability of the underwriters and certain selling group members to bid for and purchase the [Class A notes and the Class B] notes. As an exception to these rules, the underwriter is permitted to engage in certain transactions that stabilize the prices of the Class A notes and Class B notes. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of such [Class A notes and Class B] notes.

The underwriters may engage in over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids with respect to the [Class A notes and Class B] notes in accordance with Regulation M under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). Over-allotment transactions, involve syndicate sales in excess of the offering size, which creates a syndicate short position. Stabilizing transactions, permit bids to purchase the [Class A notes and Class B] notes so long as the stabilizing bids do not exceed a specified maximum. Syndicate coverage transactions, involve purchases of the [Class A notes and Class B] notes in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the Class A notes and Class B notes originally sold by the syndicate member are purchased in a syndicate covering transaction. These over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids may cause the prices of the [Class A notes and Class B] notes to be higher than they would otherwise be in the absence of these transactions. Neither the depositor nor any of the underwriters will represent that they will engage in any of these transactions or that these transactions, once commenced, will not be discontinued without notice.

[It is expected that delivery of the notes will be made against payment therefor on or about the closing date. Rule 15c6-1 of the SEC under the Exchange Act generally requires trades in the secondary market to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date hereof will be required, by virtue of the fact that the notes initially will settle [ ] business days after the date hereof, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. It is suggested that purchasers of notes who wish to trade notes on the date hereof consult their own advisors.]

[Upon receipt of a request by an investor who has received an electronic prospectus from an underwriter or a request by that investor’s representative within the period during which there is an obligation to deliver a prospectus, VW Credit, the depositor or the underwriters will promptly deliver, or cause to be delivered, without charge, a paper copy of this prospectus supplement and the accompanying prospectus.]

In the ordinary course of its business one or more of the underwriters and affiliates have provided, and in the future may provide other investment banking and commercial banking services to the depositor, the servicer, the issuing entity and their affiliates. [One of the underwriters, or its affiliates, may be the swap counterparty under the interest rate swap agreement.] [An affiliate of one of the underwriters is the owner trustee, and an affiliate of another underwriter is the indenture trustee.]

As discussed under “Use of Proceeds” above, the depositor or its affiliates may apply all or any portion of the net proceeds of this offering to the repayment of debt, including warehouse debt secured by the receivables prior to their contribution to the issuing entity. One or more of the underwriters, the owner trustee, the indenture trustee, or their respective affiliates or entities for which their respective affiliates act as administrator and/or provide liquidity lines, may receive a portion of the proceeds as a repayment of the debt.

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The indenture trustee, on behalf of the issuing entity and at the direction of the servicer, may from time to time invest the funds in accounts and Permitted Investments acquired from the underwriters or their affiliates.

The [Class A notes and the Class B] notes are new issues of securities with no established trading market. The underwriters tell us that they intend to make a market in the [Class A notes and Class B] notes as permitted by applicable laws and regulations. However, the underwriters are not obligated to make a market in the [Class A notes and Class B] notes and any such market-making may be discontinued at any time at the sole discretion of the underwriters. Accordingly, we give no assurance regarding the liquidity of, or trading markets for, the [Class A notes and Class B] notes.

The depositor will receive aggregate proceeds of approximately $[ ] from the sale of the [Class A notes and Class B] notes (representing [ ]% of the initial note balance of the [Class A notes and Class B] notes) after paying the aggregate underwriting discount of $[ ] on the [Class A notes and Class B] notes. Additional offering expenses are estimated to be $[ ].

Certain of the offered notes initially may be retained by the depositor or an affiliate of the depositor (the “Retained Notes”). Any Retained Notes will not be sold to the underwriters under the underwriting agreement. Retained Notes may be subsequently sold from time to time to purchasers directly by the depositor or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the depositor or the purchasers of the Retained Notes. If the Retained Notes are sold through underwriters or broker-dealers, the depositor will be responsible for underwriting discounts or commissions or agent’s commissions. The Retained Notes may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, varying prices determined at the time of sale or negotiated prices.

Offering Restrictions

Each underwriter has severally represented to and agreed with the issuing entity that:

	•		it will not offer or sell any notes within the United States, its territories or possessions or to persons who are citizens thereof or residents therein, except in transactions that are not prohibited by any applicable securities, bank regulatory or other applicable law; and

	•		it will not offer or sell any notes in any other country, its territories or possessions or to persons who are citizens thereof or residents therein, except in transactions that are not prohibited by any applicable securities law.

[Each underwriter has further severally represented to and agreed with the issuing entity that:

	•		it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by it in connection with the issue or sale of any notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity; and

	•		it has complied and will comply with all applicable provisions of the Regulations and the FSMA with respect to anything done by it in relation to any notes in, from or otherwise involving the United Kingdom.]

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[In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter has represented and agreed with the depositor that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of notes to the public in that Relevant Member State other than:

	(a)		to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; or

	(b)		to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than€43,000,000 and (3) an annual net turnover of more than€50,000,000, as shown in its last annual or consolidated accounts,

provided that no such offer of notes shall require the issuing entity or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.

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FORWARD-LOOKING STATEMENTS

This prospectus supplement, including information included or incorporated by reference in this prospectus supplement, may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, certain statements made in future SEC filings by the issuing entity or the depositor, in press releases and in oral and written statements made by or with the issuing entity’s or the depositor’s approval may constitute forward-looking statements. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements include information relating to, among other things, continued and increased business competition, an increase in delinquencies (including increases due to worsening of economic conditions), changes in demographics, changes in local, regional or national business, economic, political and social conditions, regulatory and accounting initiatives, changes in customer preferences, and costs of integrating new businesses and technologies, many of which are beyond the control of VW Credit, the issuing entity or the depositor. Forward-looking statements also include statements using words such as “expect,” “anticipate,” “hope,” “intend,” “plan,” “believe,” “estimate” or similar expressions. The issuing entity and the depositor have based these forward-looking statements on their current plans, estimates and projections, and you should not unduly rely on them.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions, including the risks discussed below. Future performance and actual results may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond the ability of VW Credit, the issuing entity or the depositor to control or predict. The forward-looking statements made in this prospectus supplement speak only as of the date stated on the cover of this prospectus supplement. The issuing entity and the depositor undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

LEGAL PROCEEDINGS

There are no legal or governmental proceedings pending, or to the knowledge of the sponsor, threatened, against the sponsor, depositor, indenture trustee, owner trustee, issuing entity, [swap counterparty,] servicer or originator, or of which any property of the foregoing is the subject, that are material to noteholders.

LEGAL MATTERS

Certain legal matters relating to the notes will be passed upon for the servicer and the seller by [___], Attorney for VW Credit. Certain other legal matters with respect to the notes, including federal income tax matters, will be passed upon for the servicer, the depositor and the underwriters by Mayer Brown LLP. Mayer Brown LLP has from time to time represented VW Credit and its affiliates in other transactions.

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GLOSSARY

“Adjusted Pool Balance” means (a) as of the closing date, an amount equal to (x) the net pool balance as of the cut-off date minus (y) the yield supplement overcollateralization amount for the closing date and (b) for any payment date an amount equal to (x) the net pool balance at the end of collection period preceding that payment date minus (y) the yield supplement overcollateralization amount for that payment date.

“Available Funds” means, for any payment date and the related collection period, an amount equal to the sum of the following amounts: (i) all Collections received by the servicer during such collection period, (ii) the sum of the repurchase prices deposited in the collection account with respect to each receivable that will be purchased by the depositor or servicer on that payment date, (iii) any amounts in the reserve account in excess of the Specified Reserve Account Balance, [(iv) the Net Swap Receipts (excluding any swap termination payments received from the swap counterparty and deposited into the swap termination payment account), (v) amounts on deposit in the swap termination payment account that exceed the cost of entering into a replacement interest rate swap agreement or any amounts on deposit in the swap termination payment account if the issuing determines not to replace the initial interest rate swap agreement and the Rating Agency Condition is met with respect to such determination, and (vi) the amount by which any amounts received from a replacement swap counterparty in consideration for entering into a replacement swap agreement exceeds the payments due to the swap counterparty following the termination of the interest rate swap agreement following an event of default or termination event under the interest rate swap agreement].

[“Controlling Class” means, with respect to any notes outstanding, the Class A notes (voting together as a single class) as long as any Class A notes are outstanding, and thereafter the Class B notes as long as any Class B notes are outstanding (excluding, in each case, notes held by the servicer or its affiliates).]

“Collections” means, with respect to any receivable and to the extent received by the servicer after the cut-off date, (i) any monthly payment by or on behalf of the obligor under that receivable, (ii) any full or partial prepayment of that receivable, (iii) all Liquidation Proceeds and (iv) any other amounts received by the servicer which, in accordance with the customary servicing practices, would customarily be applied to the payment of accrued interest or to reduce the outstanding principal balance of that receivable;provided, however,that the term Collections in no event will include (1) for any payment date, any amounts in respect of any receivable the repurchase price of which has been included in the Available Funds on that payment date or a prior payment date, (2) any Supplemental Servicing Fees or (3) rebates of premiums with respect to the cancellation or termination of any insurance policy, extended warranty or service contract.

“Defaulted Receivable” means, with respect to any collection period and any receivable, the earlier of (a) the date on which any payment is past due 90 or more days or (b) the date on which the related vehicle has been repossessed. The outstanding principal balance of any receivable that becomes a “Defaulted Receivable” will be deemed to be zero as of the date it becomes a “Defaulted Receivable”.

[“Funding Date” means each date (but not more than once per week) after the closing date on which subsequent receivables are purchased by the issuing entity.]

[“Funding Period” means the period from the closing date until the earliest of (1) two full calendar months following the closing date; (2) the date the amount on deposit in the pre-funding account is $10,000 or less; and (3) the occurrence of an event of default under the indenture.]

S-89

[“LIBOR” means, with respect to any interest period, the London interbank offered rate for deposits in U.S. dollars having a maturity of one month commencing on the related LIBOR Determination Date which appears on Bloomberg Screen BBAM Page (or, with respect to the interest rate swap agreement, the source of LIBOR under the interest rate swap agreement) as of 11:00 a.m., London time, on such LIBOR Determination Date;provided,however, that for the first interest period, LIBOR shall mean an interpolated rate for deposits based on London interbank offered rates for deposits in U.S. dollars for a period that corresponds to the actual number of days in the first interest period. If the rates used to determine LIBOR do not appear on the Bloomberg Screen BBAM Page (or, with respect to the interest rate swap agreement, the source of LIBOR under the interest rate swap agreement), the rates for that day will be determined on the basis of the rates at which deposits in U.S. dollars, having a maturity of one month and in a principal balance of not less than U.S. $1,000,000 are offered at approximately 11:00 a.m., London time, on such LIBOR Determination Date to prime banks in the London interbank market by the reference banks. The indenture trustee will request the principal London office of each of such reference banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that day will be the arithmetic mean to the nearest 1/100,000 of 1.00% (0.0000001), with five one-millionths of a percentage point rounded upward, of all such quotations. If fewer than two such quotations are provided, the rate for that day will be the arithmetic mean to the nearest 1/100,000 of 1.00% (0.0000001), with five one-millionths of a percentage point rounded upward, of the offered per annum rates that one or more leading banks in New York City, selected by the indenture trustee (after consultation with the depositor), are quoting as of approximately 11:00 a.m., New York City time, on such LIBOR Determination Date to leading European banks for United States dollar deposits for that maturity;providedthat if the banks selected as aforesaid are not quoting as mentioned in this sentence, LIBOR in effect for the applicable interest period will be LIBOR in effect for the previous interest period. The reference banks are the four major banks in the London interbank market selected by the indenture trustee (after consultation with the depositor).]

[“LIBOR Determination Date” means the second London Business Day prior to the closing date with respect to the first payment date and, as to each subsequent payment date, the second London Business Day prior to the immediately preceding payment date.]

“Liquidation Proceeds” means, with respect to any receivable, (a) insurance proceeds received by the servicer with respect to any insurance policies relating to the related financed vehicle or maintained by the obligor in connection with a receivable, (b) amounts received by the servicer in connection with that receivable pursuant to the exercise of rights under that receivable and (c) the monies collected by the servicer (from whatever source, including proceeds of a sale of the related financed vehicle, a deficiency balance recovered from the related obligor after the charge-off of that receivable or as a result of any recourse against the related dealer, if any) on that receivable, in each case net of any expenses (including, without limitation, any auction, painting, repair or refurbishment expenses in respect of the related financed vehicle) incurred by the servicer in connection therewith and any payments required by law to be remitted to the related obligor;provided, however,that the repurchase price for any receivable purchased by VW Credit, the depositor or the servicer will not constitute Liquidation Proceeds.

[“London Business Day” means any day other than a Saturday, Sunday or day on which banking institutions in London, England are authorized or obligated by law or government decree to be closed.]

[“Net Swap Payment” means for the interest rate swap agreement, the net amount with respect to regularly scheduled payments, if any, owed by the issuing entity to the swap counterparty on any payment date, including prior unpaid Net Swap Payments and any accrued interest thereon under the interest rate swap agreement, but excluding Swap Termination Payments.]

S-90

[“Net Swap Receipts” means for the interest rate swap agreement, the net amounts owed by the swap counterparty to the issuing entity, if any, on any payment date, excluding any Swap Termination Payments.]

“Permitted Investments” means (i) evidences of indebtedness, maturing within thirty (30) days after the date of loan thereof, issued by, or guaranteed by the full faith and credit of, the federal government of the USA, (ii) repurchase agreements with banking institutions or broker-dealers registered under the Exchange Act which are fully secured by obligations of the kind specified in clause (i), (iii) money market funds (a) rated not lower than the highest rating category from Moody’s and “AAA m” or “AAAm-g” from Standard & Poor’s or (b) which are otherwise acceptable to each rating agency, as evidenced by a letter from that rating agency to the issuing entity or the indenture trustee, (iv) commercial paper (including commercial paper of any affiliate of the depositor, the servicer, the indenture trustee or the owner trustee) rated, at the time of investment or contractual commitment to invest therein, at least “A-1+” (or the equivalent) by Standard & Poor’s and at least “P-1” (or the equivalent) by Moody’s or (e) such other investments acceptable to each rating agency, as evidenced by a letter from such rating agency to the issuing entity or the indenture trustee.

“Principal Distribution Amount” will mean, an amount equal to the excess, if any, of (i) the Adjusted Pool Balance as of the end of the collection period preceding the related collection period, or as of the cut-off date, in the case of the first collection period, over (ii) the Adjusted Pool Balance as of the end of the related collection period, together with any portion of the Principal Distribution Amount that was to be distributed as such on any prior payment date but was not because sufficient funds were not available to make such distribution.

“Rating Agency Condition” means, with respect to any event or circumstance and each rating agency listed under “Summary of Terms—Ratings” above, either (a) written confirmation by that rating agency that the occurrence of that event or circumstance will not cause such rating agency to downgrade, qualify or withdraw its rating assigned to the notes or (b) in the case of Moody’s only, that such rating agency has been given notice of that event at least ten days prior to the occurrence of that event (or, if ten days’ advance notice is impracticable, as much advance notice as is practicable and is acceptable to such rating agency) and such rating agency shall not have issued any written notice that the occurrence of that event will itself cause such rating agency to downgrade, or withdraw its rating assigned to the notes. Notwithstanding the foregoing, no rating agency has any duty to review any notice given with respect to any event, and it is understood that such rating agency may not actually review notices received by it prior to or after the expiration of the ten (10) day period described in (b) above. Further, each rating agency retains the right to downgrade, qualify or withdraw its rating assigned to all or any of the notes at any time in its sole judgment even if the Rating Agency Condition with respect to an event had been previously satisfied pursuant to clause (a) or clause (b) above.

[“Senior Swap Termination Payment” means any Swap Termination Payment owed by the issuing entity to the swap counterparty under an interest rate swap agreement that is not a Subordinated Swap Termination payment.]

“Simple Interest Receivable” has the meaning set forth in the accompanying prospectus.

“Specified Reserve Account Balance” means, for any payment date, [the lesser of $[___] and the aggregate outstanding balance of the notes after giving effect to all payments of principal on that payment date].

[“Subordinate Swap Termination Payment” means any Swap Termination Payment owed by the issuing entity to the swap counterparty under an interest rate swap agreement where the Swap

S-91

Counterparty is the “defaulting party” or sole “affected party” (other than with respect to “illegality” or a “tax event”), as each such term is defined in such interest rate swap agreement.]

“Supplemental Servicing Fees” means any and all (i) late fees, (ii) extension fees, (iii) non-sufficient funds charges and (iv) any and all other administrative fees or similar charges allowed by applicable law with respect to any receivable.

“Swap Termination Payment” means payments due to the swap counterparty by the issuing entity or to the issuing entity by the swap counterparty under the interest rate swap agreement, including interest that may accrue thereon, due to a termination of the interest rate swap agreement due to an “event of default” or “termination event” under the interest rate swap agreement.

S-92

INDEX OF PRINCIPAL TERMS


[statistical] cut-off date			S-11
ABS			S-52
ABS Tables			S-52
adjusted pool balance			S-14
Adjusted Pool Balance			S-90
administration agreement			S-64
administrator			S-6, S-32
advance			S-68
Asset-Backed Securities			B-1
authorised persons			S-3
Available Funds			S-90
benefit plan			S-83
business day			S-60
certificate			S-7
clean-up call			S-9
closing date			S-7
Code			S-83
collection period			S-65
Collections			S-90
Controlling Class			S-90
cut-off date			S-10
Defaulted Receivable			S-90
depositor			S-6, S-35
DTC			S-49
ERISA			S-83
European Economic Area			S-88
event of default			S-9, S-75
excess interest			S-15
Exchange Act			S-86
final scheduled payment date			S-61
financed vehicles			S-11
First Allocation of Principal			S-70
floating rate notes			S-7
FSMA			S-3, S-87
Funding Date			S-12, S-90
Funding Period			S-90
indenture			S-64
indenture trustee			S-7, S-35, S-59
interest rate swap agreement			S-62
Investment Company Act			S-80
issuing entity			S-6
issuing entity property			S-10
LIBOR			S-91
LIBOR Determination Date			S-91
Liquidation Proceeds			S-91
London Business Day			S-91
monthly remittance condition			S-66
net pool balance			S-9
net swap payment			S-15


Net Swap Payment			S-92
Net Swap Receipts			S-92
noteholders			S-60
obligors			S-10
offer of notes to the public			S-88
OID			S-81
originator			S-6, S-33
owner trustee			S-7, S-34
payment date			S-7
payment default			S-77
payment waterfall			S-69
Permitted Investments			S-92
pre-funding account			S-11
Principal Distribution Amount			S-92
Prospectus Directive			S-88
PTCE			S-83
purchase agreement			S-64
Rating Agency Condition			S-92
receivables			S-10
receivables pool			S-10
record date			S-7, S-60
regulation			S-83
Relevant Implementation Date			S-88
Relevant Member State			S-88
Retained Notes			S-87
sale and servicing agreement			S-64
SEC			S-2, S-59
Second Allocation of Principal			S-70
Securities Act			S-85
securitized pool			S-47
senior swap termination payment			S-15
Senior Swap Termination Payment			S-92
servicer			S-6, S-36
servicer replacement events			S-74
servicing fee			S-6, S-73
similar law			S-84
Simple Interest Receivable			S-92
specified reserve account balance			S-14
Specified Reserve Account Balance			S-93
sponsor			S-6
subordinated swap termination payment			S-15
Subordinated Swap Termination Payment			S-93
subsequent cut-off date			S-11
subsequent receivables			S-12
Supplemental Servicing Fees			S-93
swap counterparty			S-7
Swap Termination Payment			S-93
TALF Rules			B-1
transfer agreements			S-64

I-1


Treasury			B-2
Volkswagen AG			S-36
Volkswagen Group of America			S-36
VW Credit			S-2, S-6, S-32


Warranty Breach			B-2
weighted average life			S-53
yield supplement overcollateralization amount			S-71

I-2

APPENDIX A

STATIC POOL INFORMATION REGARDING CERTAIN PREVIOUS
SECURITIZATIONS

The information presented in this Appendix A to the extent such information relates to VW Credit, Inc.’s experience with respect to its securitized portfolios of retail installment sale contracts and installment loans established prior to January 1, 2006, is not deemed to be part of this prospectus supplement, the accompanying prospectus or the registration statement.

Characteristics of the Receivables

The retail installment sale contracts and installment loans in each of VW Credit, Inc.’s securitized portfolios consisted of receivables originated by a dealer in accordance with its customary servicing practices in accordance with the underwriting procedures described under “Origination and Servicing Procedures—Underwriting Procedures” in the accompanying prospectus, and assigned by VW Credit, Inc. to Volkswagen Public Auto Loan Securitization, LLC or Volkswagen Auto Lease/Loan Underwritten Funding, LLC, as applicable, on the applicable closing date as described under “Description of the Transfer Agreements and Administration Agreement” in this prospectus supplement. As of the relevant cut-off date, the retail installment sale contracts and installment loans in the securitized portfolios consisted of the characteristics provided below.

A-1

Original Pool Characteristics as of Cutoff Date

Retail Securitization

VALET 20[ ]-[ ]

Closing Date

��

Cutoff Date

Number of Receivables

Aggregate Outstanding Principal Balance

Outstanding Principal Balance

Average

Minimum

Maximum

Contract Rate

Average⁽¹⁾

Minimum

Maximum

Weighted Average Original Term (Months)

Average⁽¹⁾

Minimum

Maximum

Weighted Average Remaining Term (Months)

Average⁽¹⁾

Minimum

Maximum

Seasoning (Months)⁽²⁾

Average

Minimum

Maximum

Percentage By Principal Balance of New Vehicles

Percentage By Principal Balance of Used Vehicles

Percentage of Principal Balance of Volkswagen Vehicles

Percentage of Principal Balance of Audi Vehicles

Weighted Average FICO^® Score^{(3) (4)}

Minimum^{(4) (5)}

Maximum^{(4) (5)}


(1)		Weighted by outstanding principal balance as of the cut-off date.

(2)		FICO^® is a federally registered trademark of Fair, Isaac & Company.

(3)		FICO^® scores are calculated excluding accounts for which no FICO score is available.

(4)		Less than 5% of the obligor FICO^® scores (based on the aggregate [outstanding principal balance of the receivables]) exceeds the stated maximum and less than 5% of the obligor FICO^® scores (based on the aggregate [outstanding principal balance of the receivables]) falls below the stated minimum. The range of FICO^® scores represents approximately 90% of the aggregate outstanding principal balance as of origination.

A-2

Distribution of Receivables as of Cutoff Date


Retail Securitization	VALET 20[ ]-[ ]		VALET 20[ ]-[ ]		VALET 20[ ]-[ ]

Closing Date
Cutoff Date

By Original Term⁽¹⁾		%		%		%
12 - 18 months		%		%		%
19 - 23 months		%		%		%
24 - 30 months		%		%		%
31 - 36 months		%		%		%
37 - 42 months		%		%		%
43 - 48 months		%		%		%
49 - 60 months		%		%		%

By Remaining Term⁽¹⁾
12 - 18 months		%		%		%
19 - 23 months		%		%		%
24 - 30 months		%		%		%
31 - 36 months		%		%		%
37 - 42 months		%		%		%
43 - 48 months		%		%		%
49 - 60 months		%		%		%

By Contract Rate⁽¹⁾
0.00% - 0.00%		%		%		%
1.00% - 1.99%		%		%		%
2.00% - 2.99%		%		%		%
3.00% - 3.99%		%		%		%
4.00% - 4.99%		%		%		%
5.00% - 5.99%		%		%		%
6.00% - 6.99%		%		%		%
7.00% - 7.99%		%		%		%
8.00% - 8.99%		%		%		%
9.00% - 9.99%		%		%		%
10.00%-10.99%		%		%		%
11.00% - 11.99%		%		%		%
12.00% - 12.99%		%		%		%
13.00% - 13.99%		%		%		%
14.00% - 14.99%		%		%		%
15.00% - 15.99%		%		%		%
16.00% - 16.99%		%		%		%
17.00% - 17.99%		%		%		%
18.00% - 18.99%		%		%		%

By State, States Representing More than 5%⁽¹⁾
		%		%		%
		%		%		%
		%		%		%
		%		%		%
		%		%		%
		%		%		%
		%		%		%


(1)		As a Percent of Total Original Aggregate Outstanding Principal Balance

A-3

Prepayment Speed Information

Set forth below is prepayment speed information relating to VW Credit, Inc.’s securitized portfolios of retail installment sale contracts and installment loans. Prepayment speed information is present in the chart below for each series for as long as such series remains outstanding.For more information regarding prepayment speeds, you should refer to “Weighted Average Life of the Notes” in this prospectus supplement.

VALET 20[ ]-[ ] to VALET 20[ ]-[ ]⁽¹⁾


Period	VALET 20[ ]-[ ]	VALET 20[ ]-[ ]	VALET 20[ ]-[ ]
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19⁽²⁾


(1)		The “Prepayment Amount” is defined as the non-scheduled amortization of the pool of receivables for the applicable period. This includes voluntary prepayments, voluntary early payoffs, payments from third parties, repurchases, aggregate amount of Defaulted Receivables and servicer advances.

		This prepayment amount is converted into a monthly Single Month Mortality Rate “SMM” expressed as a percentage which is the Prepayment Amount divided by the previous month’s actual month-end aggregate net pool balance less the scheduled payments made during the month.

		The “Prepayment Speeds” shown in the chart are derived by converting the SMM into the ABS Speed by dividing (a) the SMM by (b) the sum of (i) one and (ii) the SMM multiplied by the age of the pool, in months, minus one. The age of the pool is assumed to be the weighted average age of the pool at cut-off date plus the number of months since the cut-off date.

(2)		Optional clean-up call exercised in month [ ].

A-4

Delinquency Experience

Set forth below is delinquency information relating to VW Credit, Inc.’s securitized portfolios of retail installment sale contracts and installment loans for new and used automobiles presented on a monthly basis.

VALET 20[ ]-[ ](1)

Aggregate

Outstanding

31 - 90 Days

% of Ending Pool

90+ Days

% of Ending Pool

Principal Balance

Delinquent

Balance

Delinquent

Balance


(1)		VW Credit considers an account delinquent when an obligor fails to make at least 75% of the scheduled monthly payment by the due date. The period of delinquency is based on the number of days payments are contractually past due.

A-5

Credit Loss Experience

Set forth below is credit loss information relating to VW Credit, Inc.’s securitized portfolios of retail installment sale contracts and installment loans for new and used automobiles presented on a monthly basis.

VALET 20[ ]-[ ]
[Original Aggregate Outstanding Principal Balance [$________]


			Cumulative Net
Aggregate			Charge-off as %
Outstanding			Original Aggregate
Principal Balance on			Outstanding
Charged-off⁽¹⁾ Units	Recoveries⁽²⁾	Net Charge-off	Principal Balance


(1)		Charge-offs generally represent the total aggregate net outstanding principal balance of the loan contracts determined to be uncollectible in the period less proceeds from disposition of the related vehicles, other than recoveries described in Note (2).

(2)		Recoveries generally include the net amounts received with respect to a loan contract previously charged off.

A-6

[APPENDIX B]

[CERTIFICATION AS TO TALF ELIGIBILITY
FOR NON-MORTGAGE-BACKED ABS]

[The issuing entity and the sponsor (collectively, “we”) hereby certify that:

1.

We have reviewed the terms and conditions of the Term Asset-Backed Securities Loan Facility (“TALF”) provided by the Federal Reserve Bank of New York (“FRBNY”). Terms used below that are defined or explained in such terms and conditions, or in FAQs or other interpretative material issued by the FRBNY, shall have the meanings provided in such terms and conditions, FAQs or other interpretative material (such terms and conditions, FAQs or other interpretative material, the “TALF Rules”).

2.

After due inquiry by our appropriate officers, agents and representatives, we have determined that the securities offered hereby designated as the (a) Class A-1 Notes, CUSIP #: [•], (b) Class A-2 Notes, CUSIP #: [•], (c) Class A-3 Notes, CUSIP #: [•], (d) Class A-4 Notes, CUSIP #: [•], and (e) Class B Notes, CUSIP #: [•], constitute eligible collateral under TALF. In particular:

	•		The securities are U.S. dollar-denominated cash (that is, not synthetic) asset-backed securities (“ABS”) that have (or have been provided on a preliminary basis, expected to be confirmed no later than the closing date) a credit rating in the highest long-term or short-term investment-grade rating category from two or more eligible nationally recognized statistical rating organizations (NRSROs) and do not have (including on a preliminary basis) a credit rating below the highest investment-grade rating category from an eligible NRSRO. Such ratings were obtained without the benefit of any third-party guarantee and are not on review or watch for downgrade.

	•		The securities are cleared through The Depository Trust Company.


	•		The securities do not bear interest payments that step up or step down to predetermined levels on specific dates.


	•		The securities are not subject to an optional redemption other than a customary clean-up call (as defined in the TALF Rules).

	•		All or substantially all (defined as at least 95% of the dollar amount) of the credit exposures underlying the securities are exposures that are both (a) originated by U.S.-organized entities or institutions or U.S. branches or agencies of foreign banks and (b) made to U.S.-domiciled obligors. The underlying credit exposures are auto loans and do not include exposures that are themselves cash ABS or synthetic ABS. The average life of the securities is less than or equal to five years.

	•		All or substantially all of the credit exposures underlying the securities were originated on or after October 1, 2007. “Substantially all” for purposes of this paragraph means 85% or more of the dollar amount.

3.

Pursuant to the TALF Rules, the independent accounting firm that is performing certain procedures for the benefit of the FRBNY in connection with this offering is required, in certain circumstances where fraud or illegal acts are suspected to have occurred, to make reports to the TALF Compliance fraud hotline. We hereby provide our consent to such accounting firm to make such reports and waive any client confidentiality provisions we would otherwise be entitled to under applicable law, rules of accountant professional responsibility or contract.

4.

We understand that purchasers of the securities offered hereby that are affiliates of either the

B-1

originators of assets that are securitized in this offering or the issuing entity or sponsor of this offering will not be able to use these securities as TALF collateral.

5.

We hereby undertake that, until the maturity of the securities offered hereby, we will issue a press release and notify the FRBNY and all registered holders of the securities if we determine that the statements set forth in Item 2 above were not correct when made or have ceased to be correct. We will issue such press release and make such notification no later than 9:00 a.m. on the fourth Business Day after we make such determination;providedthat we undertake to provide same business-day notice of any change in credit rating issued by any major NRSRO (including any change in the final rating compared to a preliminary rating) that occurs after pricing of this offering and on or prior to the closing date.

6.

We hereby undertake that, until the maturity of the securities offered hereby, we will provide, as promptly as practicable, upon the request of the FRBNY, copies of (i) the Governing Documents for the securities and (ii) the servicer and/or trustee reports or any other similar reports provided or made available to investors in connection with the securities issued. Governing Documents include the instruments and agreements (including any indenture, pooling and servicing agreement, trust agreement, servicing agreement, other similar agreement and other operative document), however denominated, pursuant to which the securities were issued, the assets backing such securities are serviced and collections on such assets are applied, remitted and distributed.

7.

We hereby represent and warrant to the FRBNY and TALF LLC that (i) this prospectus supplement and the accompanying prospectus and (ii) this prospectus supplement and the accompanying prospectus, when taken as whole together with all information provided by us or on our behalf to any nationally recognized statistical rating organization in connection with this offering, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

7.8.

We acknowledge that the FRBNY and TALF LLC (in accepting the securities offered hereby as collateral), will rely upon this certification and will suffer damages if such certification is incorrect. The sponsor (and, if required by the terms of the form referred to below, the sponsor’s direct or indirect ultimate parent) has executed and delivered to the FRBNY an undertaking, in the form prescribed by the FRBNY, under which the sponsor (and, if applicable, its direct or indirect ultimate parent) has agreed to indemnify FRBNY and TALF LLC and their respective affiliates against losses incurred or suffered by them arising out of any misrepresentation or breach of warranty made or to be performed by us in this certification.

8.9.

We hereby jointly and severally agree that, should the securities be pledged to the FRBNY under the Master Loan and Security Agreement established under TALF or purchased by TALF LLC and at any time fail to constitute eligible collateral under TALF (provided that, solely for purposes of the foregoing, the only failure to satisfy the ratings eligibility criteria that shall be considered shall be a failure that arises as a result of the final rating on the securities, upon issuance, being lower than the required ratings for TALF eligibility, not any subsequent downgrades) under the TALF Rules as in effect at the time the securities are issued (a “Warranty Breach”), we shall permit (i) the United States Department of the Treasury (“Treasury”) and its agents, consultants, contractors and advisors, (ii) the Special Inspector General of the Troubled Asset Relief Program, and (iii) the Comptroller General of the United States access to personnel and any books, papers, records or other data in our possession, custody or control to the extent relevant to ascertaining the cause and nature of the Warranty Breach, during normal business hours and upon reasonable notice to the issuing entity or the sponsor, as the case may be; provided that prior to disclosing any information pursuant to clause (i), (ii) or (iii), the Treasury, the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this agreement in furtherance of their respective functions, to follow applicable law and regulation (and the applicable customary policies and procedures, including those for inspectors general) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports, as appropriate, and soliciting input from the sponsor or the issuing entity, as applicable, as to information that should be afforded confidentiality. In making this agreement, we understand that Treasury has represented that it has been informed by the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States that they, before making any request for access or information pursuant to their oversight and audit functions, will establish a protocol to avoid, to the extent reasonably possible, duplicative requests. Nothing in this

B-2

paragraph shall be construed to limit the authority that the Special Inspector General of the Troubled Asset Relief Program or the Comptroller General of the United States have under law.

VW Credit, Inc.

Volkswagen Auto Loan Enhanced Trust 20[•]-[•]

By:

~~Volkswagen~~VW Credit, Inc.,

as Administrator on behalf of the Issuing Entity

By:

Name:

Title:

Title:]

B-3

No dealer, salesperson or other person has been authorized to give any information or to make any representations not contained in this prospectus supplement and the accompanying prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the depositor, the servicer or the underwriters. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to buy, the securities offered hereby to anyone in any jurisdiction in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make any such offer or solicitation. Neither the delivery of this prospectus supplement and the prospectus nor any sale made hereunder shall, under any circumstances, create an implication that information herein or therein is correct as of any time since the date of this prospectus supplement or the accompanying prospectus, respectively.

[VOLKSWAGEN LOGO]

Volkswagen Auto Loan Enhanced Trust 20[ ]-[ ]
Issuing Entity


Class A-1 Notes		$
Class A-2 Notes		$
Class A-3 Notes		$
Class A-4 Notes		$
[Class B Notes]		$

Volkswagen Auto Lease/Loan Underwritten Funding, LLC
Depositor

VW Credit, Inc.
Sponsor and Servicer

PROSPECTUS
SUPPLEMENT

[Underwriters]

Until [ ], 20[ ], all dealers effecting transactions in the notes, whether or not participating in this distribution, may be required to deliver a prospectus supplement and the prospectus to which it relates. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus supplement and prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The information in this preliminary prospectus supplement is not complete and may be changed. We may not sell the securities described in this preliminary prospectus supplement until we deliver a final prospectus supplement and attached prospectus. This preliminary prospectus supplement is not an offer to sell these securities nor is it seeking an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated [ ]

PROSPECTUS SUPPLEMENT
(To Prospectus Dated [ ], [ ])

[VOLKSWAGEN LOGO]
$[ ]

Volkswagen Auto Lease Trust 200[ ]-[ ]
Issuing Entity

Volkswagen Auto Lease/Loan Underwritten Funding, LLC
Depositor

You should carefully read the “risk factors” beginning on page S-9 of this prospectus supplement and page 1 of the prospectus.

The notes are asset backed securities. The notes will be the sole obligation of the issuing entity only and will not be obligations of or guaranteed by VW Credit, Inc., VW Credit Leasing, Ltd., Volkswagen Auto Lease/Loan Underwritten Funding, LLC or any of their affiliates.

No one may use this prospectus supplement to offer and sell the notes unless it is accompanied by the prospectus.

VW Credit, Inc.
Sponsor and Servicer

The following notes are being offered by this prospectus supplement:

Final

Expected

Scheduled

Final

Principal

Payment

Maturity

Amount

Interest Rate

Date

Class A-1 Notes

$

%

Class A-2 Notes

$

%

Class A-3 Notes

$

%

Class A-4 Notes

$

[LIBOR + ]%

[Class B Notes]

$

Total

$

Underwriting

Proceeds to the

Price to Public(1)

Discount

Seller

Per Class A-1 Note

%

Per Class A-2 Note

%

Per Class A-3 Note

%

Per Class A-4 Note

%

[Per Class B Note]

%

Total

$


(1)		Plus accrued interest, if any, from [ ].

	•		The notes are payable solely from the assets of the issuing entity, which consist primarily of a special unit of beneficial interest in a portfolio of retail automobile leases and the related Volkswagen and Audi leased vehicles, payments due on the lease contracts, proceeds from the sale of the leased vehicles, [payments due under an interest rate swap agreement] [and funds on deposit in the reserve account]. [[ ]] will be the counterparty to the interest rate swap agreement.

	•		The issuing entity will pay interest and principal on the notes on the [ ] day of each month, or, if the [ ] is not a business day, the next business day, starting on [ ].

	•		Credit enhancement for the notes offered hereby will consist of [a reserve account with an initial deposit of $[ ],] [subordinated certificates,] [overcollateralization,][and, in the case of the Class A notes, by subordination of certain payments to the Class B noteholders]. The certificates are not being offered hereby.

	•		[On the closing date, the notes will be “eligible collateral” under and as defined in the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility, subject to those considerations discussed under“Risk Factors — Loss of TALF Eligibility, the Requirements of the TALF Program or the Lack of Availability of a TALF Loan May Adversely Affect Your Financing Options and the Liquidity and Market Value of Your Notes”in this prospectus supplement. If you intend to finance a purchase Class A notes through the Term Asset-Backed Securities Loan Facility, you should consult your financial and legal advisors before making a purchase. See also “TALF Considerations”.]

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

[UNDERWRITERS]

The date of this prospectus supplement is [ ]

TABLE OF CONTENTS


	Page
SUMMARY OF STRUCTURE AND FLOW OF FUNDS		S-4
SUMMARY OF TERMS		S-6
RISK FACTORS		S-18
OVERVIEW OF THE TRANSACTION		S-31
USE OF PROCEEDS		S-32
THE ISSUING ENTITY		S-32
Limited Purpose and Limited Assets		S-32
Capitalization and Liabilities of the Issuing Entity		S-33
The Issuing Entity Property		S-34
THE TRUSTEES		S-34
The Owner Trustee		S-34
The Indenture Trustee		S-35
The UTI Trustee, the Administrative Trustee [and SUBI Trustee]		S-35
The Delaware Trustee		S-36
THE ORIGINATION TRUST		S-36
THE DEPOSITOR AND SELLER		S-36
THE SPONSOR		S-37
THE SERVICER		S-37
Securitization		S-37
Servicing		S-38
THE TRANSACTION SUBI		S-39
THE LEASES		S-39
Characteristics of the Units		S-39
Representations, Warranties and Covenants		S-40
PREPAYMENTS, DELINQUENCIES, REPOSSESSIONS AND NET LOSSES		S-49
Delinquency, Repossession and Loss Data		S-49
Residual Value Loss Experience		S-51
STATIC POOL DATA		S-52
WEIGHTED AVERAGE LIFE OF THE SECURITIES		S-52
TALF CONSIDERATIONS The TALF Program		S-55
Defaults on TALF Loans		S-56
Eligible Collateral Under TALF		S-56
THE NOTES		S-58
General		S-58
Delivery of Notes		S-59
Payments of Interest		S-59
Payments of Principal		S-60
DESCRIPTION OF THE TRANSFER AGREEMENTS AND THE ADMINISTRATION AGREEMENT		S-64
Sale and Assignment of the Transaction SUBI and Related Security Interests	S-64
Collection and Other Servicing Procedures		S-65
Administration Agreement		S-65
The Accounts		S-65
Payments on the Notes		S-68
Advances		S-70
Servicer Certificate		S-70
Priority of Payments		S-72
Subordinated Certificate		S-75

i


	Page
Overcollateralization		S-75
Fees and Expenses		S-75
Redemption of the Notes		S-77
Servicing Compensation and Expenses		S-77
Servicer Replacement Events		S-77
Removal or Replacement of the Servicer		S-78
Events of Default		S-79
Rights Upon Event of Default		S-80
Priority of Payments May Change Upon an Event of Default		S-81
Replacement of the Indenture Trustee		S-83
Compensation and Indemnity		S-83
Access to Noteholder Lists		S-84
Amendment Provisions		S-85
[THE SWAP COUNTERPARTY]		S-87
LEGAL INVESTMENT		S-87
MATERIAL FEDERAL INCOME TAX CONSEQUENCES		S-87
STATE AND LOCAL TAX CONSEQUENCES		S-88
CERTAIN ERISA CONSIDERATIONS		S-88
General		S-88
Prohibited Transactions		S-88
UNDERWRITING		S-90
Offering Restrictions		S-92
FORWARD-LOOKING STATEMENTS		S-93
LEGAL PROCEEDINGS		S-94
LEGAL MATTERS		S-94
INDEX OF PRINCIPAL TERMS		A-95
APPENDIX A		A-1
STATIC POOL INFORMATION REGARDING CERTAIN PREVIOUS SECURITIZATIONS		A-1
[APPENDIX B]		1
[CERTIFICATION AS TO TALF ELIGIBILITY FOR NON-MORTGAGE-BACKED ABS]		1

ii

WHERE TO FIND INFORMATION IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

This prospectus supplement and the accompanying prospectus provide information about the issuing entity and the securities offered by this prospectus supplement and the accompanying prospectus.

We tell you about the notes in two separate documents:

• the accompanying prospectus, which provides general information, some of which may not apply to your notes; and

• this prospectus supplement, which describes the specific terms of your notes.

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with other or different information. If you receive any other information, you should not rely on it. We are not offering the notes in any state where the offer is not permitted. We do not claim that the information in this prospectus supplement and the accompanying prospectus is accurate on any date other than the dates stated on their respective covers.

We have started with two introductory sections in this prospectus supplement describing the securities and the issuing entity in abbreviated form, followed by a more complete description of the terms of the offering of the notes. The introductory sections are:

• Summary of Terms— provides important information concerning the amounts and the payment terms of each class of notes and gives a brief introduction to the key structural features of the issuing entity; and

• Risk Factors— describes briefly some of the risks to investors in the securities.

We include cross-references in this prospectus supplement and in the accompanying prospectus to captions in these materials where you can find additional related information. You can find the page numbers on which these captions are located under the Table of Contents in this prospectus supplement and the Table of Contents in the accompanying prospectus. You can also find a listing of the pages where the principal terms are defined under“Index of Principal Terms”beginning on page S-[ ] of this prospectus supplement and page [ ] of the accompanying prospectus.

Wherever information in this prospectus supplement is more specific than the information in the accompanying prospectus, you should rely on the information in this prospectus supplement.

If you have received a copy of this prospectus supplement and accompanying prospectus in electronic format, and if the legal prospectus delivery period has not expired, you may obtain a paper copy of this prospectus supplement and accompanying prospectus from the seller or from the underwriters.

REPORTS TO NOTEHOLDERS

After the securities are issued, unaudited monthly servicing reports containing information concerning the issuing entity, the securities and the leases and leased vehicles will be prepared by VW Credit, Inc. (“VW Credit”) and sent on behalf of the issuing entity to the indenture trustee, who will forward the same to Cede & Co. See the accompanying prospectus under “Reports to Securityholders.”

S-1

Owners of the securities may receive the reports by submitting a written request to the [indenture trustee]. In the written request you must state that you are an owner of securities and you must include payment for expenses associated with the distribution of the reports. [The indenture trustee will also make such reports (and, at its option, any additional files containing the same information in an alternative format) available to securityholders each month via its Internet website, which is presently located at [ ]. The indenture trustee will forward a hard copy of the reports to each securityholder promptly after it becomes aware that the reports are not accessible on its Internet website. Assistance in using this Internet website may be obtained by calling the indenture trustee’s customer service desk at [ ]. The indenture trustee is obligated to notify the securityholders in writing of any changes in the address or means of access to the Internet website where the reports are accessible.]

The reports do not constitute financial statements prepared in accordance with generally accepted accounting principles. VW Credit, the depositor and the issuing entity do not intend to send any of their financial reports to the beneficial owners of the securities. The issuing entity will file with the Securities and Exchange Commission (the“SEC”) all required annual reports on Form 10-K, distribution reports on Form 10-D and current reports on Form 8-K. Those reports will be filed with the SEC under the name “Volkswagen Auto Lease Trust 20[ ]-[ ]” file number [ ].

S-2

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

THIS PROSPECTUS SUPPLEMENT MAY ONLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN THE UNITED KINGDOM TO PERSONS AUTHORISED TO CARRY ON A REGULATED ACTIVITY (“AUTHORISED PERSONS”) UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM, AS AMENDED (“FSMA”) OR TO PERSONS OTHERWISE HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFYING AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED, OR TO PERSONS QUALIFYING AS HIGH NET WORTH PERSONS UNDER ARTICLE 49 OF THAT ORDER OR TO ANY OTHER PERSON TO WHOM THIS PROSPECTUS SUPPLEMENT MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED.

NEITHER THIS PROSPECTUS SUPPLEMENT NOR THE ACCOMPANYING PROSPECTUS NOR THE SECURITIES ARE OR WILL BE AVAILABLE TO OTHER CATEGORIES OF PERSONS IN THE UNITED KINGDOM AND NO ONE FALLING OUTSIDE SUCH CATEGORIES IS ENTITLED TO RELY ON, AND THEY MUST NOT ACT ON, ANY INFORMATION IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. THE COMMUNICATION OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS TO ANY PERSON IN THE UNITED KINGDOM OTHER THAN PERSONS IN THE CATEGORIES STATED ABOVE IS UNAUTHORIZED AND MAY CONTRAVENE THE FSMA.

S-3

SUMMARY OF STRUCTURE AND FLOW OF FUNDS

This structural summary briefly describes certain major structural components, the relationship among the parties, the flow of funds and certain other material features of the transaction. This structural summary does not contain all of the information that you need to consider in making your investment decision. You should carefully read this entire prospectus supplement and the accompanying prospectus to understand all the terms of this offering.


•		The special unit of beneficial interest, or SUBI, represents a beneficial interest in specific Origination Trust assets.

•		The SUBI represents a beneficial interest in a pool of closed-end Volkswagen and Audi vehicle leases and the related Volkswagen and Audi leased vehicles.

•		The UTI represents Origination Trust assets not allocated to the SUBI or any other special unit of beneficial interest similar to the SUBI and the issuing entity has no rights in the UTI, the UTI assets or the assets related to any other SUBI of the Origination Trust.

S-4

Flow of Funds*
(Prior to an Acceleration after an Event of Default)


*		For more information regarding priority of payments, see “Description of the Transfer Agreements and the Administration Agreement — Priority of Payments”.

S-5

SUMMARY OF TERMS

This summary highlights selected information from this prospectus supplement and the accompanying prospectus and does not contain all of the information that you need to consider in making your investment decision. This summary provides an overview of certain information to aid your understanding. You should carefully read this entire prospectus supplement and the accompanying prospectus to understand all of the terms of the offering.

THE PARTIES²

Issuing Entity/Trust

Volkswagen Auto Lease Trust 20[ ] [ ], a Delaware [statutory trust], will be the“issuing entity” of the notes. The principal asset of the issuing entity will be the beneficial interest in a pool of closed-end, new [and used] retail automobile leases, the related Volkswagen and Audi leased vehicles and related assets.

Depositor/Seller

Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company and a wholly owned special purpose subsidiary of VW Credit, Inc., is the“depositor”of the issuing entity and the“seller”. The seller will sell the beneficial interest in the pool of leases and related leased vehicles to the issuing entity. The seller will be the initial holder of the issuing entity’s certificate, which represents the residual interest in the issuing entity.

You may contact the seller by mail at 2200 Ferdinand Porsche Drive, Herndon, Virginia 20171, or by calling (703) 364-7000.

Servicer/Sponsor

VW Credit, Inc., a Delaware corporation, known as“VW Credit”or the“servicer”, will service the pool of leases and related leased vehicles owned by the origination trust and beneficially held by the issuing entity and is the“sponsor”


*		NOTE: Disclose transactions that are not arm’s length or transactions that are outside the ordinary course between sponsor, depositor or issuing entity and any other transaction party.

of the transaction described in this prospectus supplement and the related prospectus. The servicer will be entitled to receive a servicing fee for each collection period. The“servicing fee”for any payment date will be an amount equal to the product of (1) [1.00]% per annum; (2) one-twelfth (or, in the case of the first payment date, [one-sixth]), and (3) the aggregate securitization value of the leases and related leased vehicles as of the first day of the related collection period (or as of the cutoff date, in the case of the first collection period). As additional compensation, the servicer will be entitled to retain all supplemental servicing fees. The servicing fee, together with any portion of the servicing fee that remains unpaid from prior payment dates, will be payable on each payment date from funds on deposit in the collection account with respect to the collection period preceding such payment date, including funds, if any, deposited into the collection account from the reserve account.

Origination Trust

VW Credit Leasing, Ltd., a Delaware statutory trust, is the“origination trust”. Motor vehicle dealers in the Volkswagen and Audi network of dealers have assigned closed-end retail lease contracts and the related leased vehicles to the origination trust.

Some of the leases and related leased vehicles assigned to the origination trust have been allocated to a separate pool of assets, which we call the“Transaction SUBI”, which is represented by a certificate called the“Transaction SUBI Certificate”. The issuing entity will hold the Transaction SUBI Certificate.

S-6

Administrator

VW Credit will be the“administrator”of the issuing entity, and in such capacity will provide administrative and ministerial services for the issuing entity.

Trustees

[ ], a [national banking association], will be the“indenture trustee”.

[ ], a [Delaware banking corporation], will be the“owner trustee”.

U.S. Bank National Association, a national banking association, is the“UTI trustee”, [“SUBI trustee”]and“administrative trustee”of the origination trust.

Wilmington Trust Company, a Delaware banking corporation, is the“Delaware trustee”of the origination trust.

The UTI trustee, administrative trustee, SUBI trustee and Delaware trustee are each referred to in this prospectus supplement as an“origination trustee”and, collectively, as the“origination trustees”.

[Swap Counterparty]

[[ ], a [ ], will be the“swap counterparty.”]

THE OFFERED NOTES

The issuing entity will issue and offer the following notes:

Principal

Interest

Final Scheduled

Class

Amount

Rate

Payment Date

Class A-1 Notes

$

%

Class A-2 Notes

$

%

Class A-3 Notes

$

%

Class A-4 Notes

$

[LIBOR +] %

[Class B Notes

$

%]

The issuing entity will also issue a subordinated and non-interest bearing “certificate”, [with an initial balance of $[ ]], which is not offered hereby.

The notes are issuable in a minimum denomination of $100,000 and integral multiples of $1,000 in excess thereof.

The issuing entity expects to issue the notes on or about [ ], which we refer to as the“closing date”.

PRINCIPAL AND INTEREST

The issuing entity will pay interest on the notes monthly, on the [ ] day of each month (or, if that day is not a business day, on the next business day), which we refer to as the“payment date". The first payment date is June 15, 2009. On each payment date, payments on the notes will be made to holders of record as of the last business day preceding that payment date (except in limited circumstances where definitive notes are issued), which we refer to as the“record date”.

Interest Payments

	•		Interest on the notes will accrue from and including the prior payment date (or, with respect to the first payment date, from and including the closing date) to but excluding the current payment date.

	•		Interest accrued as of any payment date but not paid on that payment date will be payable on the next payment date, together with interest on such amount at the applicable interest rate (to the extent lawful).

	•		The issuing entity will pay interest on the Class A-1 notes [and the Class A-4 notes] on the basis of the actual number of days elapsed during the period for which interest is payable and a 360-day year. This means that the interest due on each payment date for the Class A-1 notes [and the Class A-4 notes, as applicable] will be the product of (i) the outstanding principal balance on the Class A-1 notes [and the Class A-4 notes, as applicable], (ii) the related interest rate and (iii) the actual number of days from and including the previous payment date (or, in the case of the first payment date, from and

S-7

			including the closing date) to but excluding the current payment date divided by 360.

	•		The issuing entity will pay interest on the Class A-2 notes, the Class A-3 notes, [the Class A-4 notes] [and the Class B notes] on the basis of a 360-day year consisting of twelve 30-day months. This means that the interest due on each payment date for the Class A-2 notes, the Class A-3 notes, [the Class A-4 notes] [and the Class B notes] will be the product of (i) the outstanding principal balance of the related class of notes, (ii) the applicable interest rate and (iii) 30 (or in the case of the first payment date, [ ]), divided by 360.

	•		Interest payments on all classes of Class A notes will have the same priority. [Interest payments on the Class B notes will be subordinated to interest payments and, in specified circumstances, principal payments of the Class A notes.]

Principal Payments

	•		The issuing entity will generally pay principal on the notes monthly on each payment date in accordance with the payment priorities described below under “—Priority of Payments.”

	•		The issuing entity will make principal payments of the notes based on the amount of collections and defaults on the leases during the prior collection period.

	•		This prospectus supplement describes how available funds and amounts on deposit in the reserve account are allocated to principal payments of the notes.

	•		On each payment date, prior to the acceleration of the notes following an event of default, which is described below under “—Interest and Principal Payments after an Event of Default,” the issuing entity will distribute funds available to pay principal of the notes in the following order of priority:

	(1)		first, to the Class A-1 notes, until the Class A-1 notes are paid in full;

	(2)		second, to the Class A-2 notes, until the Class A-2 notes are paid in full;

	(3)		third, to the Class A-3 notes, until the Class A-3 notes are paid in full;

	(4)		fourth, to the Class A-4 notes, until the Class A-4 notes are paid in full; and

	[(5)		fifth, to the Class B notes, until the Class B notes are paid in full.]

Interest and Principal Payments after an Event of Default

On each payment date after an event of default under the indenture occurs [(other than an event of default based on the issuing entity’s breach of a covenant, representation or warranty)] and the notes are accelerated, after payment of certain amounts to the trustees and the servicer [and the swap counterparty], interest on the Class A notes will be paid ratably to each Class of Class A Notes and principal payments of each class of notes will be made first to Class A-1 noteholders until the Class A-1 notes are paid in full. Next, the noteholders of all other classes of notes will receive principal payments, ratably, based on the aggregate outstanding principal amount of each remaining class of notes. [After interest on and principal of all of the Class A notes are paid in full, interest and principal payments will be made to noteholders of the Class B notes.] [On each payment date after an event of default under the indenture occurs and the notes are accelerated as the result of the issuing entity’s breach of a covenant, representation or warranty, after payment of certain amounts to the trustees, the servicer and the swap counterparty, interest on the Class A notes will be paid ratably to each Class of Class A Notes [followed by interest on the Class B notes]]. Principal payments of each class of notes will then be made first to the Class A-1 noteholders until the Class A-1 notes are paid in full. Next, the noteholders of all other classes of Class A notes will receive principal payments, ratably, based on the outstanding principal amount of each remaining class of

S-8

Class A notes until those other classes of Class A notes are paid in full. [Next, the Class B noteholders will receive principal payments until the Class B notes are paid in full.] Payments of the foregoing amounts will be made from available funds and other amounts, including all amounts held on deposit in the reserve account. See “Description of the Transfer Agreements and the Administration Agreement — Priority of Payments May Change Upon an Event of Default” in this prospectus supplement.

If an event of default has occurred but the notes have not been accelerated, then interest and principal payments will be made in the priority set forth above under “Principal Payments.”

Optional Redemption of the Notes

The [depositor] will have the right at its option to exercise an “optional purchase” and to purchase the Transaction SUBI Certificate from the issuing entity on any payment date if, either before or after giving effect to any payment of principal required to be made on that payment date, the aggregate principal amount of the notes is less than or equal to [10%] of the aggregate initial principal amount of the notes. If the [depositor] exercises this option, any notes that are outstanding at that time will be prepaid in whole at a redemption price equal to their unpaid principal amount plus accrued and unpaid interest up to but not including the date of redemption. It is expected that at the time this option becomes available to the depositor, only the [Class A-4 notes] [and the Class B notes] will be outstanding.

Additionally, each of the notes is subject to redemption in whole, but not in part, on any payment date on which the sum of the amounts in the reserve account, after giving effect to any deposits thereto and withdrawals therefrom on such date, would be sufficient to pay in full the aggregate unpaid principal amount of all of the outstanding notes as determined by the servicer. On such payment date, (i) the indenture trustee upon written direction from the servicer shall transfer all amounts on deposit in the reserve account to the collection account and (ii) the

outstanding notes shall be redeemed in whole, but not in part.

Notice of redemption under the indenture must be given by the indenture trustee not later than [10] days prior to the applicable redemption date to each holder of notes. All notices of redemption will state: [(i) the redemption date; (ii) the redemption price; (iii) that payments will be made only upon presentation and surrender of those notes, and the place where those notes are to be surrendered for payment of the redemption price; (iv) that the record date otherwise applicable to that redemption date is not applicable, and (v) that interest on the notes will cease to accrue from and after the redemption date; and (vi) the CUSIP number (if applicable) for the notes]. In addition, the administrator will notify each rating agency listed under “Ratings” below upon redemption of the notes.

EVENTS OF DEFAULT

The occurrence of any one of the following events will be an “event of default” under the indenture:

	•		a default for five days or more in the payment of interest on any note [of the controlling class] after the same becomes due;

	•		a default in the payment of principal of a note on the related final scheduled payment date or the redemption date;

	•		a default in the observance or performance of any covenant or agreement of the issuing entity in the indenture, or any representation or warranty of the issuing entity made in the indenture or any related certificate or writing delivered pursuant to the indenture proves to have been incorrect in any material respect at the time made, which default or inaccuracy materially and adversely affects the interests of the noteholders, and the continuation of that default or inaccuracy for a period of 60 days after written notice thereof is given to the issuing entity by the indenture trustee or to the issuing entity and the indenture trustee by the holders of not

S-9

			less than a majority of the outstanding principal amount of the notes [of the controlling class] (excluding any notes owned by the issuing entity, the depositor, the servicer, the administrator or any of their respective affiliates); and

	•		the occurrence of certain events (which, if involuntary, remain unstayed for more than 90 days) of bankruptcy, insolvency, receivership or liquidation of the issuing entity;

[provided,however, that a delay in or failure of performance referred to in the first three bullet points above for a period of 150 days will not constitute an indenture default if that delay or failure was caused by force majeure or other similar occurrence].

The amount of principal required to be paid to noteholders under the indenture, however, generally will be limited to amounts available to make such payments in accordance with the priority of payments. Thus, the failure to pay principal of a class of notes due to a lack of amounts available to make such a payment will not result in the occurrence of an event of default until the final scheduled payment date for that class of notes.

ISSUING ENTITY PROPERTY

The primary assets of the issuing entity will be the Transaction SUBI Certificate, which is described below, and will entitle the issuing entity to receive the monthly payments under the leases and the amounts realized from sales of the related leased vehicles.

The Leases and the Leased Vehicles

The leased vehicles allocated to the Transaction SUBI are new [and used]automobiles, sport utility vehicles and minivans titled in the name of the origination trust. The leases allocated to the Transaction SUBI are the related retail closed-end leases that were originated by Volkswagen and Audi motor vehicle dealers. The leases provide for equal monthly payments that amortize a “capitalized cost” (which may

exceed the manufacturer’s suggested retail price) to a stated residual value of the related leased vehicle established by the servicer at the time of origination of the lease. The“securitization value”of each lease and the related leased vehicle will be the sum of (i) the present value of the remaining monthly payments payable under the lease and (ii) the present value of the“base residual value”of the leased vehicle, which is the lowest of (a) the residual value estimate established byAutomotive Lease Guideat the time of origination of the lease without making a distinction between value adding options and non-value adding options, (b) the residual value estimate established byAutomotive Lease Guideat the time of origination of the lease giving only partial credit or no credit for options that add little or no value to the resale price of the vehicle and (c) the stated residual value estimate established by the servicer at the time the lease was originated. [These present value calculations will be made as of the cutoff date using a discount rate equal to [ ]%.] [For purposes of presenting the pool information in this prospectus supplement, a statistical securitization rate of [ ]% has been used. The actual securitization rate may be greater than or less than the statistical securitization but such variance is not expected to be material.]

The“issuing entity property”will include the following:

	•		Transaction SUBI Certificate;

	•		[rights under the interest rate swap agreement and payments made by the swap counterparty under the interest rate swap agreement;]

	•		amounts on deposit in the accounts owned by the issuing entity and permitted investments of those accounts;

	•		rights under certain transaction documents; and

	•		the proceeds of any and all of the above, except thatactualsales proceeds will not constitute part of the issuing entity property.

S-10

•

See “The Transaction Documents—Like Kind Exchange Program” in the accompanying prospectus.

Statistical Information

The statistical information in this prospectus is based on the leases and leased vehicles in the statistical pool as of [ ], which we refer to as the“cutoff date”. [The statistical distribution of the characteristics of the actual pool of leases and leased vehicles allocated to the Transaction SUBI will vary somewhat from the statistical distribution of those characteristics in this prospectus because the actual pool will be selected from the leases and leased vehicles in the statistical pool and other leases and leased vehicles owned by the origination trust. Any variance between the characteristics of the statistical pool and the actual pool will not be material.]

As of the close of business on the cutoff date, the leases and the related leased vehicles in the statistical pool described in this prospectus supplement had:

	•		an aggregate securitization value of $[ ], of which $[ ] (approximately [ ]%) represented the discounted base residual values of the leased vehicles;

	•		a weighted average original lease term of approximately [ ] months; and

	•		a weighted average remaining term to scheduled maturity of approximately [ ] months.

As of [ ], the leases and the related vehicles to be allocated to the Transaction SUBI will have an aggregate initial securitization value of approximately $[ ].

The Transaction SUBI Certificate

The origination trust will issue a special unit of beneficial interest, which is also called the“Transaction SUBI”, constituting a beneficial interest in the leases and the related vehicles related to this transaction.

The Transaction SUBI will be represented by a Transaction SUBI Certificate representing a beneficial interest in the origination trust relating solely to the assets included in the Transaction SUBI, which are the leases and related vehicles related to this transaction. The Transaction SUBI Certificate will be transferred by the depositor to the issuing entity at the time the issuing entity issues the notes. The Transaction SUBI Certificate is not offered under this prospectus supplement.

The Transaction SUBI Certificate will evidence a beneficial interest, not a direct ownership interest, in the related assets included in the Transaction SUBI. The Transaction SUBI Certificate will not evidence an interest in any assets of the origination trust other than those assets, and payments made on or in respect of any other origination trust assets will not be available to make payments on the notes. By holding the Transaction SUBI Certificate, the issuing entity is entitled to receive an amount equal to all payments made on or in respect of the assets included in the Transaction SUBI.

For more information regarding the issuing entity’s property, you should refer to“The Transaction SUBI”and“The Leases”in this prospectus supplement.

In addition to the purchase of the Transaction SUBI from the issuing entity in connection with the depositor’s exercise of its “optional purchase” option as described above under “Principal and Interest —Optional Redemption of the Notes,” the beneficial interest in any affected leases and related leased vehicles must be purchased from the issuing entity by the seller, in connection with the breach of certain representations and warranties concerning the characteristics of the leases and leased vehicles, and by the servicer, in connection with the breach of certain servicing covenants or in connection with the grant of a postmaturity term extension with respect to a lease, as described under “The Leases — Representations, Warranties and Covenants” in this prospectus supplement.

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[SUBSEQUENT ASSETS]

[On the closing date, $[ ] of the proceeds from the sale of the notes by the depositor will be deposited in an account, which we refer to as the“pre-funding account”. The amount deposited in the pre-funding account on the closing date represents [ ]% of the initial aggregate securitization value (including the expected aggregate securitization value of the subsequent leases and related leased vehicles). During the Funding Period, the issuing entity will use the funds, if any, on deposit in the pre-funding account to acquire the beneficial interest in additional leases and leased vehicles from the depositor, which we refer to as“subsequent assets,” on each date (no more than once a week) which we refer to as a“Funding Date”. Subsequent assets must meet certain eligibility criteria as described in “The Leases— Characteristics of the Units—Eligibility Criteria and Portfolio Characteristics” in this prospectus supplement.

The Funding Period will begin on the closing date and will end on the earliest to occur of:

•		[ ] full calendar months following the closing date;

•		the date on which the amount in the pre-funding account is $[10,000] or less; or

•		the occurrence of an event of default under the indenture.

On the first payment date following the termination of the Funding Period, the indenture trustee will withdraw any funds remaining on deposit in the pre-funding account (excluding investment earnings) and distribute them to the noteholders. See “Description of the Transfer Agreements and the Administration Agreement—The Accounts—Pre-Funding Account” in this prospectus supplement.]

PRIORITY OF PAYMENTS

On each payment date, except after the acceleration of the notes following an event of default, the indenture trustee will make the

following payments and deposits from available funds in the collection account (including funds, if any, deposited into the collection account from the reserve account [and amounts, if any, paid by the swap counterparty]) in the following amounts and order of priority:

	•		first, to the servicer, the sum of all outstanding advances made by the servicer prior to that payment date;

	•		second,pro rata, to the servicer and the administrator, the servicing fee and administration fee, respectively, together with any unpaid servicing fees and administration fee in respect of one or more prior collections periods;

	•		[third, to the swap counterparty, the net swap payment;]

	•		fourth,pro rata, to (1) the Class A noteholders, to pay interest due on the outstanding notes on that payment date, and, to the extent permitted under applicable law, interest on any overdue interest thereon at the applicable interest rate [and (2) to the Swap Counterparty any Seller swap termination payments payable to the Swap Counterparty;]

	•		fifth, to the principal distribution account, the“first priority principal distribution amount”, which will generally be an amount not less than zero, equal to the excess of: (x) the aggregate principal amount of the Class A notes as of the preceding payment date, over (y) the aggregate securitization value of the leases and leased vehicles allocated to the Transaction SUBI as of the end of the related collection period, which amount will be allocated to pay principal on the notes in the amounts and order of priority described under “The Notes—Payments of Principal”;

	•		[sixth, to the Class B noteholders, interest on the Class B notes;]

	•		[seventh, to the principal distribution account, the“second priority principal

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			distribution amount”, which will generally be an amount not less than zero, equal to the excess of: (x) the aggregate principal amount of the notes as of the preceding payment date, over (y) the aggregate securitization value of the leases and leased vehicles allocated to the Transaction SUBI as of the end of the related collection period;provided,that this amount will be reduced by any amounts previously deposited in the principal distribution account in accordance with the[fifth]clause above, which amount will be allocated to pay principal on the notes in the amounts and order of priority described under “The Notes—Payments of Principal”;

	•		eighth, to the reserve account, until the amount of funds in the reserve account is equal to the amount specified in “Description of the Transfer Agreements and the Administration Agreement —The Accounts—The Reserve Account;”

	•		ninth, to the principal distribution account, the“regular principal distribution amount”, which will generally be an amount not less than zero equal to the excess of:

	•		the aggregate outstanding principal amount of the notes as of the preceding payment dateover

	•		the difference between

(1) the aggregate securitization value of the leases and leased vehicles allocated to the Transaction SUBI at the end of the collection periodminus

(2) $[ ];provided,that this amount will be reduced by any amounts previously deposited in the principal distribution account in accordance with the[fifth and seventh]clauses above;

•

[tenth, to the Swap Counterparty, any Subordinate Swap Termination Payment and any other amounts payable by the issuing entity to the Swap Counterparty and not previously paid;]

	•		eleventh, to pay any required fees or indemnification amounts due to the indenture trustee, the SUBI trustee or the owner trustee which have not been paid by VW Credit, Inc.; and

	•		twelfth, any remaining funds will be distributed to or at the direction of the holder of the issuing entity’s certificate (which initially will be the seller).

The final distribution to any noteholder will be made only upon surrender and cancellation of the certificate representing its notes at an office or agency of the indenture trustee specified in a notice from the indenture trustee, in the name of and on behalf of the issuing entity. If any notes are not surrendered for cancellation, any funds held by the indenture trustee or any paying agent for the payment of any amount due with respect to any note after the indenture trustee has taken certain measures to locate the related noteholders and those measures have failed, will be distributed to the holder of the issuing entity’s certificate.

Amounts deposited in the principal distribution account will be paid to the noteholders of the notes as described above under “Principal and Interest —Principal Payments”and in this prospectus supplement.

CREDIT ENHANCEMENT

The credit enhancement provides protection for the [Class A notes and the Class B] notes against losses and delays in payment or other shortfalls of cash flow. The credit enhancement for the notes will be the [overcollateralization], [subordination of the certificate,] and [the reserve account,].

If the credit enhancement is not sufficient to cover all amounts payable on the notes, the losses will be allocated to the notes by reverse seniority, with junior notes bearing the risk of loss before more senior classes. Because of the sequential payment of principal on the notes, notes having a higher numerical class designation within a class of notes will generally bear the risk of loss to a greater degree than

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notes having a lower numerical class designation. See also “Description of the Transfer Agreements and the Administration Agreement—Priority of Payments” in this prospectus supplement.

The credit enhancement for the notes will be as follows:

[Class A notes]		[Subordination of principal payments of the Class B notes, which will have an initial note balance of $[ ],] overcollateralization and the reserve account.

[Class B notes]		[Overcollateralization and the reserve account]

[Subordinated Certificate

The certificate [will have an initial principal balance of $[ ] (approximately [ ]% of the aggregate initial principal amount of the notes and the certificate) and] will be subordinated to the notes to provide credit enhancement for the notes. [No payments will be made on the certificate until the notes have been paid in full.] [No payments will be made on the certificate after an event of default until the notes have been paid in full.] See “Priority of Payments” above. The certificate is not offered to you under this prospectus supplement.]

[Subordination of Payments on the Class B Notes]

[As long as the Class A notes remain outstanding, payments of interest on any payment date on the [Class B notes] will be subordinated to payments of interest on the Class A notes and certain other payments on that payment date (including principal payments of the Class A notes in specified circumstances), and payments of principal of the [Class B notes] will be subordinated to all payments of principal of and interest on the Class A notes and certain other payments on that payment date. If the notes have been accelerated after an event of default under the indenture [(other than events of default based on the issuing entity’s breach of

covenant, representation or warranty)], all payments on the [Class B notes] will be subordinated to all payments on the Class A notes until the Class A notes are paid in full. See “Description of the Transfer Agreements and the Administration Agreement — Priority of Payments May Change Upon an Event of Default” in this prospectus supplement.]

Reserve Account

As an additional source of credit enhancement, the issuing entity will establish a reserve account in the name of the indenture trustee. The reserve account will be fully funded on the closing date with a deposit of $[ ], which is [ ]% of the aggregate initial securitization value of the assets allocated to the Transaction SUBI[, plus an amount expected to cover the negative carry with respect to the accrued interest on the portion of the note balance equal to amounts on deposit in the pre-funding account, and earnings or funds if any, on deposit in the pre-funding account] as of the cutoff date. We refer to this amount as the“targeted reserve account balance.”

On each payment date, any excess collections remaining after required interest and certain principal payments on the notes and various other obligations and expenses of the issuing entity have been paid will be deposited into the reserve account if the funds in the reserve account are less than the targeted reserve account balance.

On each payment date, after all appropriate deposits and withdrawals are made to and from the reserve account, any amounts on deposit in the reserve account in excess of the targeted reserve account balance will be distributed to or at the direction of the holder of the issuing entity’s certificate.

Available amounts in the reserve account on each payment date (including investment income earned on those amounts) will be distributed to cover shortfalls in the amount available to make the payments in clausesfirstthrough [fifth] under “—Priority of Payments.”.

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For more information regarding the reserve account, you should refer to“Description of the Transfer Agreements and the Administration Agreement—The Accounts—The Reserve Account”in this prospectus supplement.

[Overcollateralization

Overcollateralization is the amount by which the aggregate securitization value of the assets allocated to the Transaction SUBI exceeds the outstanding principal amount of the notes. Overcollateralization means that there will be additional assets generating collections that will be available to cover credit losses and residual losses on the leases and related leased vehicles allocated to the Transaction SUBI. The initial amount of overcollateralization will be $ [ ], or [ ]% of the initial securitization value of the Transaction SUBI assets.]

[Insert financial information for any credit enhancement provider liable or contingently liable to provide payments representing 10% or more of the cash flow supporting the notes in accordance with Item 1114(b) of Regulation AB.]

[INTEREST RATE SWAP]

[On the closing date, the issuing entity will enter into a transaction pursuant to an interest rate swap agreement with the swap counterparty to hedge the floating interest rate on the [Class A-4 notes]. The interest rate swap for the [Class A-4 notes] will have an initial notional amount equal to the note balance of the [Class A-4 notes] on the closing date, and that notional amount will decrease by the amount of any principal payments made on the [Class A-4 notes].

The notional amount under the interest rate swap will at all times be equal to the note balance of the [Class A-4 notes].

In general, under the interest rate swap agreement on each payment date, the issuing entity will be obligated to pay the swap counterparty a fixed rate payment based on a per annum fixed rate of [ ]% times the notional amount of the interest rate swap, and the swap

counterparty will be obligated to pay a floating interest rate payment based on a per annum floating rate of LIBOR plus [ ]% times the notional amount of the interest rate swap. Payments on the interest rate swap will be exchanged on a net basis. Any net swap payment owed by the issuing entity to the swap counterparty on the interest rate swap ranks higher in priority than all payments on the notes.

The interest rate swap agreement may be terminated upon an event of default or other termination event specified in the interest rate swap agreement. If the interest rate swap agreement is terminated due to an event of default or other termination event, a termination payment may be due to the swap counterparty by the issuing entity out of available funds. Any swap termination payment that constitutes a Subordinate Swap Termination Payment will be subordinated to payments of principal and interest on the notes and any swap termination payment that constitutes a Senior Swap Termination Payment will be paid pari passu with interest on the Class A notes.

The issuing entity’s obligation to pay any net swap payment and any other amounts due under the interest rate swap agreement is secured under the indenture by the issuing entity property.

For a more detailed description of the interest rate swap agreement and the swap counterparty, see “The Notes—Interest Rate Swap Agreement” and “The Swap Counterparty” in this prospectus supplement.]

TAX STATUS

Mayer Brown LLP, special federal tax counsel to the seller, will deliver an opinion stating that (i) for federal income tax purposes, the issuing entity will not be classified as an association taxable as a corporation and the issuing entity will not be treated as a publicly traded partnership taxable as a corporation and (ii) the [Class A notes and the Class B] notes (other than notes, if any, retained by the issuing entity or a person considered to be the same person as the issuing entity for United States federal income

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tax purposes) will be treated as debt for United States federal income tax purposes.

Each holder of a note, by acceptance of a note, will agree to treat the note as indebtedness for federal, state and local income and franchise tax purposes.

We encourage you to consult your own tax advisor regarding the federal income tax consequences of the purchase, ownership and disposition of the notes and the tax consequences arising under the laws of any state or other taxing jurisdiction.

See “Material Federal Income Tax Consequences” in this prospectus supplement and in the accompanying prospectus.

CERTAIN ERISA CONSIDERATIONS

Subject to the considerations disclosed in “Certain ERISA Considerations” in this prospectus supplement and the accompanying prospectus, the [Class A notes and Class B] notes may be purchased by employee benefit plans and accounts. An employee benefit plan, any other retirement plan, and any entity deemed to hold “plan assets” of any employee benefit plan or other plan should consult with its counsel before purchasing the notes.

See “Certain ERISA Considerations” in this prospectus supplement and in the accompanying prospectus.

[MONEY MARKET INVESTMENT]

[The Class A-1 notes will be structured to be eligible for purchase by money market funds under paragraph (a)(10) of Rule 2a-7 under the Investment Company Act of 1940, as amended. If you are a money market fund contemplating a purchase of Class A-1 notes, you should consult your financial and legal advisors before making a purchase.]

RATINGS

It is a condition to the issuance of the notes that, on the closing date, each class of notes will

receive at least the following ratings from [Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,] [Moody’s Investors Service, Inc.,] and [Fitch Ratings]:


Class	[Standard & Poor’s]	[Moody’s]	[Fitch]
A-1	[A-1+]	[Prime-1]	[F1+]
A-2	[AAA]	[Aaa]	[AAA]
A-3	[AAA]	[Aaa]	[AAA]
A-4	[AAA]	[Aaa]	[AAA]
[B]	[A]	[A3]	[A]

[Ratings on the notes will be monitored by the rating agencies listed above while the notes are outstanding.] [Although the rating agencies are not contractually obligated to monitor the ratings on the notes, we believe that the rating agencies will continue to monitor the transactions while the notes are outstanding.] Ratings on the notes may be lowered, qualified or withdrawn at any time. A rating is based on each rating agency’s independent evaluation of the leases and the availability of any credit enhancement for the notes. A rating, or a change or withdrawal of a rating, by one rating agency will not necessarily correspond to a rating, or a change or a withdrawal of a rating, from any other rating agency.

[TERM ASSET-BACKED SECURITIES LOAN FACILITY CONSIDERATIONS

On the closing date, the notes will be “eligible collateral” backed by ~~“prime~~prime retail ~~leases”~~leases under and as defined in the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility (“TALF”) as in effect on the date of this prospectus supplement, subject to those considerations discussed under “Risk Factors— Loss of TALF Eligibility, the Requirements of the TALF Program or the Lack of Availability of a TALF Loan May Adversely Affect Your Financing Options and the Liquidity and Market Value of Your Notes” in this prospectus supplement.

On the closing date, the notes will be U.S. dollar-denominated auto lease backed asset-backed securities cleared through the Depository Trust Company. The average life of the notes is

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less than or equal to five years. The notes will not be subject to an optional redemption other than the customary clean-up call discussed above under “— Redemption of the Notes”. At least 95% of the leases were originated by a U.S. organized entity and have U.S.-domiciled obligors, and at least 85% of the leases were originated on or after October 1, 2007. The notes will have the ratings set forth above under “Ratings”, and such ratings will be obtained without the benefit of any third-party guarantee and are not on review or watch for downgrade. The notes will not bear interest payments that step up or step down to predetermined levels on specific dates. The foregoing requirements must be met, among other conditions described under “TALF Considerations” in this prospectus supplement, for the notes to qualify as “eligible collateral” under TALF.

You should refer to “TALF Considerations” in this prospectus supplement for a discussion of the reasons why the notes will be “eligible collateral” (as such term is defined under TALF) on the closing date and “Risk Factors — Loss of TALF Eligibility, the Requirements of the TALF Program or the Lack of Availability of a TALF Loan May Adversely Affect Your Financing Options and the Liquidity and Market Value of Your Notes” in this prospectus supplement. If you are an investor intending to pledge the notes as collateral for loans borrowed from the Federal Reserve Bank of New York under TALF, you are encouraged to consult with your financial and legal advisors regarding the program requirements of, eligibility for, and related legal and economic risks in connection with, loans under TALF.]

CUSIP NUMBERS

Each class of notes will have the following CUSIP number:


Class	CUSIP Number
A-1
A-2
A-3
A-4
[B]		]

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RISK FACTORS

An investment in the notes involves significant risks. Before you decide to invest, we recommend that you carefully consider the following risk factors in addition to the risk factors beginning on page [___] of the accompanying prospectus.


Prepayments, potential losses and a change in the order of priority of principal payments may result from an event of default under the indenture.		An event of default under the indenture may result in payments on your notes being accelerated. As a result:

		• you may suffer losses on your securities if the assets of the issuing entity are insufficient to pay the amounts owed on your notes;

		• payments on your notes may be delayed until more senior classes of notes are repaid; and

		• your notes may be repaid earlier than scheduled, which may require you to reinvest your principal at a lower rate of return.

Your share of possible losses may not be proportional.		Principal payments on the notes generally will be made to the holders of the notes sequentially so that no principal will be paid on any class of notes until each class of notes with an earlier final scheduled payment date has been paid in full. As a result, a class of notes with a later maturity may absorb more losses than a class of notes with an earlier maturity.

[Payments on the Class B notes are subordinated to payments on the Class A notes.]		[The Class B notes bear greater risk than the Class A notes because certain payments on the Class B notes are subordinated, to the extent described herein, to payments on the Class A notes.

		Interest payments on the Class B notes on each payment date will be subordinated to servicing fees due to the servicer, fees and expenses due to the trustees, any net swap payment, any Senior Swap Termination Payment and interest on and, in specified circumstances, principal payments of the Class A notes. Principal payments of the Class B notes will be fully subordinated to principal and interest payments of the Class A notes.]

[The occurrence of certain events of default under the indenture that result in acceleration of the notes may result in a delay or default in the payment of interest on or principal of the Class B notes.]		[After an event of default under the indenture that results in acceleration of the notes [(other than an event of default that arises from the issuing entity’s breach of a covenant, representation or warranty)], the issuing entity will not make any distributions of principal or interest on the Class B notes until payment in full of principal and interest on the Class A notes. This may result in a delay or default in paying interest on or principal of the Class B notes.]

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[You may experience reduced returns on your notes resulting from distribution of amounts in the pre-funding account.]		[On one or more occasions following the closing date, the issuing entity may purchase the beneficial interest in additional leases and leased vehicles from the seller, which, in turn, will acquire the beneficial interest in additional leases and leased vehicles from VW Credit, with funds on deposit in the pre-funding account.

		You will receive as a prepayment of principal any amounts remaining in the pre-funding account (excluding investment earnings) that have not been used to purchase the beneficial interest in additional leases and leased vehicles by the end of the Funding Period. See “Description of the Transfer Agreements and the Administration Agreement —Pre-FundingAccount” in this prospectus supplement. This prepayment of principal could have the effect of shortening the weighted average life of your notes. The inability of the seller to obtain assets meeting the requirements for sale to the issuing entity will increase the likelihood of a prepayment of principal. In addition, you will bear the risk that you may be unable to reinvest any principal prepayment at yields at least equal to the yield on your notes.]

[Risk of loss or delay in payment may result from delays in the transfer of servicing due to the servicing fee structure.		Because the servicing fee is structured as a percentage of the aggregate securitization value of the leases and leased vehicles, the amount of the servicing fee payable to the servicer may be considered insufficient by potential replacement servicers if servicing is required to be transferred at a time when much of the aggregate outstanding securitization value of the leases and leased vehicles has been repaid. Due to the reduction in servicing fee as described in the foregoing, it may be difficult to find a replacement servicer. Consequently, the time it takes to effect the transfer of servicing to a replacement servicer under such circumstances may result in delays and/or reductions in the interest and principal payments on your notes.]

[Risks associated with the interest rate swap.]		[The issuing entity will enter into an interest rate swap transaction under an interest rate swap agreement because the receivables owned by the issuing entity bear interest at fixed rates while the [Class A-4] notes will bear interest at a floating rate. The issuing entity may use payments made by the swap counterparty to make interest payments on each payment date.

		During those periods in which the floating rate payable by the swap counterparty is substantially greater than the fixed rate payable by the issuing entity, the issuing entity will be more dependent on receiving payments from the swap counterparty in order to make interest payments on the notes without using amounts that would otherwise be paid as

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		principal on the notes. If the swap counterparty fails to pay a net swap receipt, and collections on the receivables and funds on deposit in the reserve account are insufficient to make payments of interest on the notes, you may experience delays and/or reductions in the interest on and principal payments of your notes.

		During those periods in which the floating rate payable by the swap counterparty under the interest rate swap agreement is less than the fixed rate payable by the issuing entity under the interest rate swap agreement, the issuing entity will be obligated to make a net swap payment to the swap counterparty. The issuing entity’s obligation to pay a net swap payment to the swap counterparty is secured by the issuing entity property.

		An event of default under the indenture may result in payments on your notes being accelerated. The swap counterparty’s claim for a net swap payment will be higher in priority than all payments on the notes. If a net swap payment is due to the swap counterparty on a payment date and there are insufficient collections on the receivables and insufficient funds on deposit in the reserve account to make payments of interest and principal on the notes and if the note insurer fails to make any payment required under the note guaranty insurance policy, you may experience delays and/or reductions in the interest and principal payments on your notes.

		The interest rate swap agreement generally may not be terminated except upon failure of either party to the interest rate swap agreement to make payments when due, insolvency of either party to the interest rate swap agreement, illegality, amendment by the issuing entity of any transaction document without the prior consent of the swap counterparty to the extent that such consent is required under that transaction document; or failure of the swap counterparty to provide financial information as required by Regulation AB or to assign the interest rate swap agreement to an eligible counterparty if it determines in good faith that it is unable to provide that financial information; or failure of the swap counterparty to post collateral, assign the interest rate swap agreement to an eligible counterparty or take other remedial action if the swap counterparty’s credit ratings drop below the levels required by the interest rate swap agreement. Depending on the reason for the termination, a termination payment may be due to the issuing entity or to the swap counterparty. Any such termination payment could, if market interest rates and other conditions have changed materially, be substantial.

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		If the swap counterparty fails to make a termination payment owed to the issuing entity under the interest rate swap agreement, the issuing entity may not be able to enter into a replacement interest rate swap agreement. If this occurs, the amount available to pay principal of and interest on the notes will be reduced to the extent the interest rate on the [Class A-4] notes exceeds the fixed rate the issuing entity would have been required to pay the swap counterparty under the interest rate swap agreement.

		If the issuing entity is required to make a Senior Swap Termination Payment to the swap counterparty, that payment will be senior to all payments on the Class [B] notes and principal payments on the Class [A] notes but equal in priority to interest payments on the Class A notes. A Senior Swap Termination Payment to the swap counterparty could cause a shortfall in funds available on any payment date, in which case you may experience delays or reductions on the interest and principal payments of your notes.

		If the interest rate swap agreement is terminated and no replacement is entered into and collections on the receivables and funds on deposit in the reserve account are insufficient to make payments of interest and principal on your notes you may experience delays and/or reductions in the interest on and principal payments of your notes.]

The concentration of leased vehicles to particular models could negatively affect the issuing entity’s assets.		The [ ], [ ] and [ ] models represent approximately [ ]%, [ ]% and [ ]% of the aggregate securitization value, respectively, of the leases allocated to the Transaction SUBI as of the cutoff date. Any adverse change in the value of a specific model type would reduce the proceeds received at disposition of a related leased vehicle. As a result, you may incur a loss on your investment.

The geographic concentration of the leases, economic factors and lease performance could negatively affect the issuing entity’s assets.		Economic conditions, such as unemployment, interest rates, inflation rates and consumer perceptions of the economy, in the states where obligors reside may affect delinquencies, losses and prepayments on the receivables. Further, the effect of natural disasters, such as hurricanes and floods, on the performance of the leases, is unclear, but there may be a significant adverse effect on general economic conditions, consumer confidence and general market liquidity. If there is a concentration of vehicle registrations in particular states, these or any other adverse economic conditions or natural disasters in those states may affect the rate of prepayment and defaults on the specified leases and the ability to sell or dispose of the related specified vehicles for an amount at least equal to their Automotive Lease Guide residual values.

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		As of the cutoff date, the servicer’s records indicate that the aggregate securitization value of the leases and leased vehicles were concentrated in the following states:


		Percentage of Aggregate
		Securitization
State		Value as of the Cutoff Date
[ ]		[ ]%
[ ]		[ ]%
[ ]		[ ]%
[ ]		[ ]%


		No other state, based on the addresses of the state of origination of the leases, accounted for more than 5.00% of the aggregate securitization value of the leases and related leased vehicles as of the cutoff date.

This prospectus supplement provides information regarding only the leases and leased vehicles as of the statistical cut-off date[, however the initial leases and leased vehicles and the subsequent leases and leased vehicles allocated to the Transaction SUBI Certificate could have different characteristics.]		This prospectus supplement describes only the characteristics of the leases and related leased vehicles as of the statistical cut-off date. The [initial] leases and related leased vehicles, [and any subsequent] leases and related leased vehicles transferred to the issuing entity during the Funding Period,] will have characteristics that differ somewhat from the characteristics of the leases and leased vehicles as of the statistical cut-off date described in this prospectus supplement. Although we do not expect the characteristics of the [initial] leases and related leased vehicles [and subsequent leases and related leased vehicles] to differ materially from the leases and related leased vehicles as of the statistical cut-off date, and each [initial] lease and related leased vehicle [and subsequent lease and related leased vehicle] must satisfy the eligibility criteria specified in the SUBI Transfer Agreement, you should be aware that the [initial] leases and related leased vehicles [and the subsequent leases and related leased vehicles] may have been originated using credit criteria different from the criteria applied to the leases and related leased vehicles disclosed in this prospectus supplement and may be of a different credit quality and seasoning. If you purchase a note, you must not assume that the characteristics of the [initial] leases and related leased vehicles [and the subsequent leases and related leased vehicles] will be identical to the characteristics of the leases and related leased vehicles as of the statistical cut-off date disclosed in this prospectus supplement.

The absence of a secondary market could limit your ability to resell your notes.		There will be no market for the notes prior to their issuance, and there can be no assurance that a secondary market will develop after such issuance. If a secondary market does develop, there can be no assurance that it will provide holders with liquidity of investment, that it will enable you to realize your desired yield, or that the market will continue for the life of the notes. The underwriters presently expect to

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		make a secondary market in the offered notes, but have no obligation to do so. Absent a secondary market for the notes, you may experience a delay if you choose to sell your note or the price you receive for your note may be less than you would receive for a comparable liquid note. The market values of the notes are likely to fluctuate. Fluctuations may be significant and could result in significant losses to you. [The secondary market for asset-backed securities is experiencing significantly reduced liquidity. Illiquidity can have a severely adverse effect on the prices of securities that are especially sensitive to prepayment, credit or interest rate risk, such as the notes. This period of illiquidity may continue and may adversely affect the market value of your notes.] See “Risk Factors—The absence of a secondary market for thesecurities could limit your ability to resell your securities” in the prospectus.

[Loss of TALF Eligibility, the Requirements of the TALF Program or the Lack of Availability of a TALF Loan May Adversely Affect Your Financing Options and the Liquidity and Market Value of Your Notes]		On the closing date, the notes will be “eligible collateral” under and as defined in the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility (“TALF”), as described under “TALF Considerations” in this prospectus supplement. Under TALF, subject to the program terms and conditions, the Federal Reserve Bank of New York (the “FRBNY”) may make loans secured by eligible asset-backed securities to eligible borrowers on a limited recourse basis. However, the FRBNY is under no obligation to extend credit to investors requesting TALF loans.

		The FRBNY has expressly reserved the right to change the terms and conditions of the TALF program, including the size of the program, pricing of loans, loan maturity, collateral haircuts, requirements of the underlying assets and borrower eligibility requirements.


		• The Notes May Cease to be “Eligible Collateral” Under TALF, Which May Adversely AffectYourFinancing Options and the Liquidity and Market Value of Your Notes.Although the notes will be “eligible collateral” under and as defined in TALF on the closing date, as discussed under “TALF Considerations” in this prospectus supplement, there can be no assurance that the notes will remain “eligible collateral” for new TALF loans sought at any time after the closing date (or TALF loans sought to be assigned after the closing date), including due to changes in the terms and conditions of the TALF program or the characteristics of the notes or the underlying Units. In particular, the notes could become subject to a ratings downgrade or placed on negative credit watch by one of the rating agencies named in “Summary of Terms—Ratings” in this

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		prospectus supplement. To be considered “eligible collateral” under the TALF program, the notes must be rated in the highest long-term or short-term investment-grade rating category from two or more eligible nationally recognized statistical rating organizations (NRSROs) and must not have a credit rating below the highest investment-grade rating category from an eligible NRSRO. If a ratings downgrade or placement on negative credit watch were to occur, the notes would no longer constitute “eligible collateral” and an investor would not be able to obtain a new TALF loan secured by the notes unless and until the Class A notes were to comply with the eligibility criteria under TALF in the future. The automobile industry and financial services industry in the United States and elsewhere, like the broader world economy, are both in a state of hardship. Many automobile manufacturers, part suppliers, captive finance companies, auto dealers and related businesses have experienced declining revenues and higher financing and operating costs. Many financial institutions have experienced declining revenues, increased losses, reductions in market capitalization and higher costs. If, as a result of any financial and business difficulties impacting the automobile industry generally, or VW Credit specifically, the rating agencies rating the notes downgrade the notes, such downgrade could impair your ability to assign your TALF loan or to sell the notes securing your TALF loan. None of the sponsor, the issuing entity, the servicer, the indenture trustee nor the administrator is obligated to monitor the continuing accuracy of the characteristics of the underlying Units or to recalculate the weighted average life of each class of notes based on actual prepayment experience after the Closing Date or the weighted average FICO score of the lessees or to take actions to cause any ratings assigned to a class of notes to be reinstated or any negative credit watch to be removed. To the extent the notes cannot be pledged as collateral for a TALF loan, it could limit your ability to resell those notes and adversely affect the price of your notes.



		If you intend to obtain a TALF loan to finance your investment but are unable to obtain a TALF loan, you may have limited or no alternative financing options and your expected return on your investment in the notes may be significantly reduced. If the notes cease to be eligible collateral under TALF or if the terms of the TALF program change, those changes may cause the notes to become less attractive to potential purchasers of the notes. Further, the FRBNY has indicated that assignment of TALF loans to other eligible borrowers

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		may only occur with the consent of the FRBNY and prior to the expiration of the TALF program on ~~December~~March 31, ~~2009~~2010 (or such later date if extended by the FRBNY). An assignment of a TALF loan may also require the consent of the ~~primary dealer~~TALF agent that arranged the TALF loan. In addition, we can give no assurance that any TALF related request by a ~~primary dealer~~TALF agent for

~~S-24~~



		on the type of asset underlying the asset-backed securities pledged by the related borrower and the weighted average FICO score of the related obligors. Currently, requests for a TALF loan backed by auto lease asset-backed securities may be made once per month on the applicable TALF subscription date. On the subscription date, the ~~primary dealer~~TALF agent must provide the custodian with the CUSIP numbers and offering documents of all collateral expected to be pledged to secure the TALF loans for which that TALF agent acts on behalf of TALF borrowers, together with other information regarding the prospective borrower and the eligible collateral. On the TALF loan settlement date, the TALF

~~S-25~~


		actions of other TALF borrowers), or with respect to similar securities, the effect may be to depress the secondary market price of your notes.

		If you obtain a TALF loan and the outstanding amount of the loan is not repaid on or before the loan’s three-year maturity date, you must repay the outstanding amount on the maturity date or surrender your notes to the FRBNY. Because the rate of principal payments on each class of notes depends primarily on the rate of payment on the leases and the rate of realization of proceeds of the related leased vehicles, the final payment on your notes could occur later than the maturity date of the TALF loan. See “Maturity, Prepayment and Yield Considerations” in the accompanying prospectus and “Weighted Average Life of the Securities” in this prospectus supplement. If your notes remain outstanding on the maturity date of the TALF loan and you are unable to repay the outstanding amount of the TALF loan, the FRBNY may enforce its rights against the notes pledged as collateral, including by selling such notes to TALF LLC, as described above. If such an event were to occur, you would lose both your interest in the pledged notes and your equity investment in the notes represented by the collateral haircut. If an investor with a TALF loan defaults on the TALF loan, in most cases, the FRBNY and its designated agents (including TALF LLC) may only exercise remedies against the eligible collateral and the related collateral haircut securing the loan. However, there are certain exceptions to the limited recourse nature of the TALF facility outlined in the MLSA, which may result in a TALF borrower being subject to recourse for amounts in excess of the value of the collateral haircut and the pledged asset-backed securities collateral, as further described in “TALF Considerations—Defaults on TALF Loans” in this prospectus supplement.

		• Terms and Conditions to Obtaining TALF Loans May Change and You May Not Be Able to Pledge the Notes in the Future. The FRBNY, the Treasury Department and other agencies of the U.S. government have announced that TALF will be funded with $200 billion, with a possible increase up to $1 trillion. In addition, TALF is capitalized with $20 billion in funds from the U.S. Treasury Department’s Troubled Assets Relief Program (“TARP”). No assurance can be made that the entire amount of funds initially dedicated to TALF or TARP will be available through the maturity of securities pledged as collateral for TALF loans, if the U.S. Congress, Treasury Department or Board of Governors

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		of the Federal Reserve System determines that funding should be reduced or reallocated for other purposes. No assurance can be made that the terms and conditions of TALF loans existing on the closing date will remain the same if TALF borrowers wish to pledge the notes as collateral in the future. Additionally, no assurance can be made that the collateral haircuts initially announced will remain at their present levels, or that all collateral acceptable by the FRBNY at the inception of the TALF program will continue to be acceptable through the duration of the program. No assurance can be made that the FRBNY will refrain from changing (including retroactively) the terms of the MLSA and other terms and conditions of the TALF program.

		This prospectus supplement does not purport to describe all the requirements of participation in the TALF program or the associated risks or the availability or advisability of financing an investment in the notes with loans from the FRBNY under TALF. The terms of the TALF program are subject to change and more attractive terms could be included for different asset classes, which could cause asset-backed securities backed by prime automobile leases to be less attractive to investors. Further, it is unclear what effect TALF will have on the secondary market for the notes and asset-backed securities generally. Potential investors in the notes should consult with their own financial and legal advisors with respect to the program requirements of, eligibility for, and related legal and economic risk in connection with, TALF loans. For more information about the notes and TALF, see “TALF Considerations” in this prospectus supplement.]

The residual value of leased vehicles may be adversely affected by discount pricing incentives, marketing incentive programs and recent economic developments.		Historical residual value loss experience on lease vehicles is partially attributable to new vehicles pricing policies of all manufacturers. Discount pricing incentives or other marketing incentive programs on new vehicles by VW Credit or by its competitors that effectively reduce the prices of new vehicles may have the effect of reducing demand by consumers for used vehicles. Although VW Credit currently does not have any marketing incentive program that reduces the prices of the new vehicles, it may introduce such programs in the future.

		The residual value published inAutomotive Lease Guidefor a leased vehicle and the stated residual value for a leased vehicle are only estimates, and are not guarantees of the residual value of a leased vehicle. The reduced demand for used vehicles resulting from discount pricing incentives or other marketing incentive programs introduced by VW

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		Credit or any of its competitors may reduce the prices consumers will be willing to pay for used vehicles, including leased vehicles included in the pool assets at the end of the related leases and thus reduce the residual value of such leased vehicles.

		[In addition, the United States has experienced a period of economic slowdown. Rising unemployment and continued lack of availability of credit may lead to increased default rates. This period may be accompanied by decreased consumer demand for vehicles and declining values of off-lease vehicles, which increases the amount of a loss in the event of default by a lessee. Significant increases in the inventory of used vehicles during periods of economic slowdown or recession may also depress the prices at which off-lease vehicles may be sold or delay the timing of these sales. As a result, the proceeds received by the titling trust upon disposition of leased vehicles may be reduced and may not be sufficient to pay amounts owing on the notes.]

Retention of the notes by the depositor or an affiliate of the depositor may reduce the liquidity of such notes.		Some or all of one or more classes of notes may be retained or purchased by the depositor or an affiliate of the depositor. Accordingly, the market for such a retained class of notes may be less liquid than would otherwise be the case. In addition, if any retained notes are subsequently sold in the secondary market, demand and market price for notes of that class already in the market could be adversely affected.

Credit scores and historical loss experience may not accurately predict the likelihood of losses on the leases.		Information regarding credit scores for the lessees obtained at the time of origination of the related lease is presented in “The Leases—Representations, Warranties and Covenants—Eligibility Criteria and Portfolio Characteristics” in this prospectus supplement. A credit score purports only to be a measurement of the relative degree of risk a borrower represents to a lender, i.e., that a borrower with a higher score is statistically expected to be less likely to default in payment than a borrower with a lower score. Neither the depositor, the sponsor nor any other party makes any representations or warranties as to any lessee’s current credit score or the actual performance of any lease or that a particular credit score should be relied upon as a basis for an expectation that a lease will be paid in accordance with its terms.

		Additionally, historical loss and delinquency information set forth in this prospectus supplement under “The Leases—Representations, Warranties and Covenants—Eligibility Criteria and Portfolio Characteristics” was affected by several variables, including general economic conditions and market residual values, that are likely to differ in the future. Therefore, there can be no assurance that the net loss

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		experience calculated and presented in this prospectus supplement with respect to VW Credit’s managed portfolio of leases will reflect actual experience with respect to the leases allocated to the Transaction SUBI. There can be no assurance that the future delinquency or loss experience of the servicer with respect to the leases will be better or worse than that set forth in this prospectus supplement with respect to VW Credit’s managed portfolio. However, delinquencies and losses with respect to leases generally have trended higher during periods of economic uncertainty (including the current period of economic slowdown), and these negative trends may continue.

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OVERVIEW OF THE TRANSACTION

Please refer to page S-[___] for a diagram providing an overview of the transaction described in this prospectus supplement and accompanying prospectus. You can find a listing of the pages where the principal terms are defined under “Index of Principal Terms” beginning on page S-[___].

All of the motor vehicle dealers in the VW Credit, Inc. (“VW Credit”) network of dealers have entered into agreements pursuant to which they have assigned and will assign retail closed-end motor vehicle lease contracts to VW Credit Leasing, Ltd., a Delaware statutory trust (the“origination trust”). The origination trust was created in June 1999 to avoid the administrative difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases. The origination trust issued to VW Credit the undivided trust interest representing the entire beneficial interest in the unallocated assets of the origination trust. In this prospectus supplement, we refer to the undivided trust interest in the origination trust as the“UTI”. See “The Origination Trust—Property of the Origination Trust” in the accompanying prospectus. In connection with this transaction, VW Credit will instruct the trustees of the origination trust:

	•		to establish a special unit of beneficial interest in the origination trust (the“Transaction SUBI”); and

	•		to allocate a separate portfolio of leases and the related vehicles leased under the leases and some related assets of the origination trust to the Transaction SUBI. A lease, the related leased vehicle and the other origination trust assets directly related to the lease and leased vehicle are collectively called a“Unit”, and all of the Units allocated to the Transaction SUBI are called the“Included Units.”

The Transaction SUBI will represent the entire beneficial interest in the Included Units. The origination trust will issue a certificate evidencing the interest in the Transaction SUBI (the“Transaction SUBI Certificate”) to or upon the order of VW Credit, as beneficiary of the UTI. Upon the creation of the Transaction SUBI, the Included Units will no longer constitute assets of the origination trust represented by the UTI and VW Credit’s interest in the origination trust assets represented by the UTI will be reduced accordingly. The Transaction SUBI will evidence an indirect beneficial interest, rather than a direct legal interest, in the Included Units. The Transaction SUBI will not represent a beneficial interest in any origination trust assets other than the Included Units. Payments made on or in respect of any origination trust assets other than the Included Units will not be available to make payments on the notes. VW Credit, as beneficiary of the UTI, may from time to time cause special units of beneficial interest similar to the Transaction SUBI (each, an“Other SUBI”) to be created. The issuing entity (and, accordingly, the noteholders) will have no interest in the UTI, any Other SUBI or any assets of the origination trust evidenced by the UTI or any Other SUBI. See “The Origination Trust” in the accompanying prospectus and “The Transaction SUBI” in this prospectus supplement.

On the closing date, which is the date of initial issuance of the notes, VW Credit will sell, transfer and assign the Transaction SUBI Certificate to Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the“depositor”). The depositor will in turn transfer and assign the Transaction SUBI Certificate to Volkswagen Auto Lease Trust [___-_], a newly formed Delaware statutory trust (the“issuing entity”). The issuing entity will issue the notes in an aggregate principal amount of $[___] (the“initial note balance”), and will pledge the Transaction SUBI Certificate to the indenture trustee as security therefor. Each note will represent an obligation of the issuing entity.

The notes are the only securities being offered by this prospectus supplement.

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The issuing entity will not issue the notes unless [Moody’s, Standard & Poor’s and Fitch] (each, a“rating agency”) rate [(i) the Class A-1 notes in their highest respective short-term rating category, (ii) the Class A-2 notes, Class A-3 notes and Class A-4 notes in their highest respective long-term rating categories and (iii) the Class B notes in their third highest respective long-term rating categories]. See “Summary of Terms—Ratings” above and “Risk Factors— The ratings for the securities are limited in scope, may not continue to be issued and do not consider the suitability of an investment in the securities for you” in the accompanying prospectus for further information concerning the ratings assigned to the notes, including the limitations of those ratings.

USE OF PROCEEDS

The seller will use the net proceeds from the offering of the notes to:

	•		purchase the Transaction SUBI Certificate from VW Credit;

	•		[deposit the pre-funded amount, if any, into the pre-funding account; and]

	•		make the initial deposit into the reserve account.

The seller or its affiliates may use all or a portion of the net proceeds of the offering of the notes to pay their respective debts, including “warehouse” debt secured by the Transaction SUBI Certificate or the beneficial interest in any leases or leased vehicles allocated thereto prior to their transfer to the issuing entity, and for general purposes. Any “warehouse” debt may be owed to the indenture trustee or to one or more of the underwriters or their affiliates or entities for which their respective affiliates act as administrator and/or provide liquidity lines, so a portion of the proceeds that is used to pay warehouse debt may be paid to the underwriters, the indenture trustee or their respective affiliates.

THE ISSUING ENTITY

Limited Purpose and Limited Assets

Volkswagen Auto Lease Trust 20[ ] — [ ] is a [statutory trust formed on [ ], 20[ ] under the laws of the State of Delaware] [ common law trust formed on [ ], 200[ ] under the laws of the State of [New York] [Delaware]] by the seller for the purpose of owning the Transaction SUBI Certificate and issuing the notes. The issuing entity will be established and operated pursuant to a trust agreement. VW Credit will be the“administrator”of the issuing entity. The seller will be the initial holder of the issuing entity’s certificate.

The issuing entity will engage in only the following activities:

	•		issuing, selling, transferring and exchanging the notes and the certificates of beneficial interest in the issuing entity;

	•		acquiring the Transaction SUBI Certificate and the other property of the issuing entity;

	•		making deposits to and withdrawals from the collection account, the reserve account [, swap termination payment account] and the principal distribution account;

	•		assigning, granting, transferring, mortgaging, conveying and pledging the property of the issuing entity;

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	•		paying the organizational, start-up and transactional expenses of the issuing entity;

	•		making payments on the notes and distributions on the issuing entity’s certificate;

	•		holding, managing and distributing to the holders of the issuing entity’s certificate any portion of the issuing entity property released from the lien of indenture;

	•		entering into and performing its obligations under the transaction documents to which it is a party;

	•		engaging in other transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish, or that are incidental to or connected with, any of the foregoing activities; and

	•		subject to compliance with the transaction documents, engaging in such other activities as may be required in connection with conservation of the issuing entity property and the making of distributions to the holders of the notes and the certificate.

			The issuing entity may not engage in any additional activities other than in connection with the foregoing purposes or other than as required or authorized by the terms of the issuing entity’s trust agreement or the other transaction documents [or the Delaware Statutory Trust Act].

The issuing entity’s trust agreement, including permissible activities, may be amended in accordance with the procedures described in “Description of the Transfer Agreements and the Administration Agreement—Amendment Provisions” in this prospectus supplement.

The issuing entity’s principal offices initially will be in [ ], Delaware, in care of the owner trustee, at the address listed below under “The Trustees—The Owner Trustee.” The fiscal year of the issuing entity begins on [___, ___] of each year. The issuing entity’s fiscal year ends on [December 31^st].

Capitalization and Liabilities of the Issuing Entity

The following table illustrates the expected assets of the issuing entity as of the closing date:


Transaction SUBI Certificate	$	[___________]
[Pre-funding Account]	$	[___________]
Reserve Account	$	[___________]

The following table illustrates the capitalization of the issuing entity as of the closing date as if the issuance and the sale of the notes had taken place on that date:


Class A-1 Asset Backed Notes	$	[___________]
Class A-2 Asset Backed Notes	$	[___________]
Class A-3 Asset Backed Notes	$	[___________]
Class A-4 Asset Backed Notes	$	[___________]
[Class B Asset Backed Notes]	$	[___________]
Certificate

Total	$	[___________]

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The certificate is not offered by this prospectus supplement, and initially will be retained by the seller. The certificate represents the residual interest in the issuing entity.

[The issuing entity will also be liable for payments to the swap counterparty as described in “The Notes—Interest Rate Swap Agreement” in this prospectus supplement.]

The Issuing Entity Property

The notes will be collateralized by the issuing entity property. The primary asset of the issuing entity will be the Transaction SUBI Certificate.

The issuing entity property will consist of all the right, title and interest of the issuing entity in and to:

	•		the Transaction SUBI Certificate, evidencing a 100% beneficial interest in the Transaction SUBI and the Included Units, including the collections thereunder after [ , ___] (the“cutoff date”);

	•		funds on deposit in the reserve account, the principal distribution account and the collection account (including investment earnings—net of losses and expenses—on amounts on deposit therein);

	•		the rights of the depositor, as buyer, under the SUBI Sale Agreement;

	•		the rights of the issuing entity, as buyer, under the SUBI Transfer Agreement;

	•		the rights of the issuing entity as a third-party beneficiary under the base servicing agreement, origination trust agreement and the supplements to those agreements, to the extent relating to the Included Units; and

	•		[the rights of the issuing entity under the interest rate swap agreement and the amounts payable to the issuing entity thereunder; and]

	•		all proceeds of the foregoing, provided that, with respect to sales proceeds, actual sales proceeds will not constitute part of the issuing entity property (as described under “The Transaction Documents— Like Kind Exchange Program” in the accompanying prospectus).

The issuing entity will pledge the issuing entity property to the indenture trustee under the indenture.

THE TRUSTEES

The Owner Trustee

[ ] is the“owner trustee”of the issuing entity under the trust agreement. [ ] is a [Delaware banking corporation] and its principal offices are located at [ ]. The owner trustee’s liability in connection with the issuance and sale of the notes is limited solely to the express obligations of the owner trustee set forth in the trust agreement. The seller and its affiliates may maintain normal commercial banking or investment banking relations with the owner trustee and its affiliates. The [servicer][administrator] will be responsible for paying the owner trustee’s fees and for indemnifying the owner trustee against specified losses, liabilities or expenses incurred by the owner trustee in connection

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with the transaction documents. To the extent these fees and indemnification amounts are not paid by the [servicer][administrator], they will be payable out of Available Funds as described in “Description of the Transfer Agreements and the Administration Agreement — Priority of Payments” in this prospectus supplement.

[ ] has served and currently is serving as owner trustee for numerous securitization transactions and programs involving pools of motor vehicle leases [and motor vehicle receivables].

[ ] is subject to various legal proceedings that arise from time to time in the ordinary course of business. [ ] does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as owner trustee.

[Insert additional disclosure pursuant to Item 1109 of Regulation AB.]

For a description of the roles and responsibilities of the owner trustee, see “The Trust Agreement” and “The Transaction Documents—The Administrator” in the accompanying prospectus.

The Indenture Trustee

[ ], a [national banking association], is the“indenture trustee”under the indenture for the benefit of the noteholders. You may contact the indenture trustee at [ ], or by calling [ ]. The indenture trustee’s duties are limited to those duties specifically set forth in the indenture. The seller and its affiliates may maintain normal commercial banking relations with the indenture trustee and its affiliates. The [servicer][administrator] will be responsible for paying the indenture trustee’s fees and for indemnifying the indenture trustee against specified losses, liabilities or expenses incurred by the indenture trustee in connection with the transaction documents. To the extent these fees and indemnification amounts are not paid by the [servicer][administrator], they will be payable out of Available Funds as described in “Description of the Transfer Agreements and the Administration Agreement — Priority of Payments” in this prospectus supplement.

[ ] has served and currently is serving as indenture trustee for numerous securitization transactions and programs involving pools of motor vehicle leases [and motor vehicle receivables].

[ ] is subject to various legal proceedings that arise from time to time in the ordinary course of business. [ ] does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as indenture trustee.

[Insert additional disclosure pursuant to Item 1109 of Regulation AB.]

For a description of the roles and responsibilities of the indenture trustee, see “Description of the Indenture” and “The Transaction Documents” in the prospectus and “Description of the Transfer Agreements and the Administration Agreement” in this prospectus supplement.

The UTI Trustee, the Administrative Trustee [and SUBI Trustee]

U.S. Bank National Association (“U.S. Bank”), a national banking association, is the UTI trustee and administrative trustee for the origination trust [and the SUBI trustee for the Transaction SUBI]. Since the creation of the origination trust, U.S. Bank has served as the UTI trustee. [Add information regarding U.S. Bank’s experience as UTI trustee.]

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U.S. Bank is not affiliated with VW Credit or any of its affiliates. VW Credit, and its affiliates may maintain normal commercial banking or investment banking relationships with [___] and its affiliates. VW Credit and its affiliates may maintain normal commercial banking or investment banking relationships with [___] and its affiliates. U.S. Bank is also the UTI trustee and the administrative trustee of the origination trust. The principal offices of U.S. Bank are located at [___], and its telephone number is [___].

[ ] is subject to various legal proceedings that arise from time to time in the ordinary course of business. [ ] does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as UTI trustee [and as SUBI trustee].

The Delaware Trustee

Wilmington Trust Company (“WTC”), a Delaware banking association, is the Delaware trustee for the origination trust. Since the creation of the origination trust, WTC has served as the Delaware trustee. [Add information regarding WTC’s experience as Delaware trustee.]

WTC is not affiliated with VW Credit or any of its affiliates. VW Credit and its affiliates may maintain normal commercial banking relations with the Delaware trustee and its affiliates. The principal offices of WTC are located at [___], and its telephone number is [___].

[ ] is subject to various legal proceedings that arise from time to time in the ordinary course of business. [ ] does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as Delaware trustee.

THE ORIGINATION TRUST

The origination trust is a Delaware statutory trust and is governed by the trust agreement, dated as of June 2, 1999 (the“origination trust agreement”), among VW Credit, as settlor and initial beneficiary, and the origination trustees. The primary business purpose of the origination trust is to take assignments of, and serve as record holder of title to, the Units in order to facilitate sale or financing transactions involving Units, including the securitization of Units in connection with the issuance of asset backed securities. Additional information regarding the origination trust is set forth under the caption “The Origination Trust” in the accompanying prospectus.

THE DEPOSITOR AND SELLER

The“depositor”and“seller”, Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a wholly owned special purpose subsidiary of VW Credit, was formed on August 9, 2002 as a Delaware limited liability company named Volkswagen Auto Lease Underwritten Funding, LLC. On December 15, 2006, Volkswagen Auto Lease Underwritten Funding, LLC changed its name to Volkswagen Auto Lease/Loan Underwritten Funding, LLC. The principal place of business of the seller is at 2200 Ferdinand Porsche Drive, Herndon, Virginia 20171. You may also reach the seller by telephone at (703) 364-7000. The seller was formed to purchase, accept capital contributions of or otherwise acquire motor vehicle retail installment sale contracts and motor vehicle loans; to own, sell, and assign the Transaction SUBI Certificate; and to issue and sell one or more securities. Since its inception, the seller has been engaged in these activities solely as (i) the purchaser of Transaction SUBI Certificates from VW Credit pursuant to SUBI sale agreements, (ii) the seller of Transaction SUBI Certificates to securitization trusts pursuant to SUBI transfer agreements, (iii) the depositor that formed various securitization trusts pursuant to trust agreements, (iv) the entity that executes underwriting agreements in connection with issuances of asset-backed securities, (v) the purchaser of motor vehicle loans and motor vehicle installment sale

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contracts from VW Credit pursuant to purchase agreements and (vi) the seller of motor vehicle loans and motor vehicle installment sale contracts to securitization trusts pursuant to sale agreements.

THE SPONSOR

VW Credit was incorporated in the State of Delaware in April 1981 and is a wholly owned subsidiary of Volkswagen Group of America, Inc.(“Volkswagen Group of America”). Volkswagen Group of America is a wholly owned subsidiary of Volkswagen Aktiengesellschaft(“Volkswagen AG”). The principal activity of VW Credit is acting as a finance subsidiary of Volkswagen Group of America, including purchasing retail installment sales contracts, installment loans and leases from Volkswagen and Audi dealers. VW Credit offers and services a wide range of automobile-related financial products, including wholesale floorplan financing and retail auto loan and lease financing.

The principal place of business of VW Credit is at 2200 Ferdinand Porsche Drive, Herndon, Virginia 20171. You may also reach VW Credit by telephone at (703) 364-7000. VW Credit will act as the “servicer”.

VW Credit securitized its first portfolio of motor vehicle leases in 1987 and has more recently sponsored motor vehicle lease securitizations in conjunction with public offerings of asset-backed securities in 2002, 2004, 2005, 2006 and 2009. VW Credit’s experience in and overall procedures for underwriting and servicing leases is described in “Origination and Servicing Procedures” in the accompanying prospectus. No securitizations sponsored by VW Credit have defaulted or experienced an early amortization triggering event.

VW Credit has participated in the structuring of the transaction described in this prospectus supplement. VW Credit is responsible for servicing the leases and the related leased vehicles allocated to the Transaction SUBI as described below. VW Credit is also the administrator of the issuing entity.

THE SERVICER

VW Credit will be the servicer. VW Credit offers indirect automotive consumer loan and lease financing and direct dealer financing through (and to) approximately [ ] dealers in the United States that sell Volkswagen and/or Audit Vehicles.

Securitization

Since 2000, one of the funding sources for VW Credit has been the packaging and sale of loans and leases through asset-backed securitization transactions. These loans and leases are purchased by VW Credit or the origination trust, respectively, from Volkswagen and Audi dealers. VW Credit generally holds, or ages these loans and leases for an interim period prior to transferring them in connection with an asset-backed securitization transaction.

VW Credit has never defaulted in its payment obligations under its asset-backed securitization offerings, and none of the public asset-backed securitization securities have defaulted, or otherwise been accelerated due to the occurrence of an early amortization or other performance triggering event.

A portion of VW Credit’s assets are sold in asset-backed securitization transactions, although the assets remain on VW Credit’s balance sheet. These assets support payments on the asset-backed securitization securities and are not available to VW Credit’s creditors generally. At [ , ], VW Credit in the United States had approximately $[ ], or [ ]% of its consolidated assets pledged in

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connection with asset-backed securitization transactions. VW Credit expects that asset-backed securitization debt offerings will continue to be a material funding source for VW Credit.

Lease Securitization

VW Credit’s first auto lease asset-backed term securitization program using the origination trust was first established and used for the Volkswagen Auto Lease Trust 2002-A (“VALT 2002-A”) transaction. Prior to 1999, VW Credit had acquired the leases and titled the related lease vehicles in its own name. In connection with the establishment of the lease asset-backed securitization program, VW Credit formed Volkswagen Auto Leasing, Ltd., a Delaware statutory trust, which began titling leased vehicles into it in June 1999. As discussed under “Overview of the Transaction” in this prospectus supplement, creating the origination trust allowed VW Credit to avoid the administrative difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases.

Servicing

VW Credit is the servicer for all of the loans and leases that it finances. Although VW Credit may be replaced or removed as servicer upon the occurrence of certain events, including the occurrence of a servicer replacement event (as defined under the applicable financing documents), VW Credit generally expects to service the loans and leases sold in an asset-backed securitization transaction for the life of that transaction. For more information regarding the circumstances under which VW Credit may be replaced or removed as servicer of the leases and the leased vehicles, you should refer to “Description of the Transfer Agreements and the Administration Agreement” in this prospectus supplement and “The Transaction Documents — The Servicing Agreement” in the accompanying prospectus. If the servicing of any leases and the leased vehicles were to be transferred from VW Credit to another servicer, there may be an increase in overall delinquencies and defaults due to misapplied or lost payments, data input errors or system incompatibilities. Although VW Credit expects that any increase in any such delinquencies to be temporary, there can be no assurance as to the duration or severity of any disruption in servicing the leases and the leased vehicles as a result of any servicing transfer.

For more information regarding VW Credit’s experience with respect to its entire portfolio of new and used Volkswagen and Audi motor vehicle leases, including leases owned by VW Credit or the origination trust and leases that have been sold but are still being serviced by VW Credit, you should refer to “Prepayments, Delinquencies, Repossessions and Net Losses” in this prospectus supplement.

As the servicer, VW Credit generally handles all collections, administers defaults and delinquencies and otherwise services the loans, the leases and the related vehicles. VW Credit started servicing auto retail loans and leases in 1996.

Delinquencies, Repossessions and Net Losses.

For a discussion of VW Credit’s delinquency and loss experience with respect to its portfolio of Volkswagen leases, including leases owned by VW Credit or the origination trust and leases that have been sold but are still being serviced by VW Credit, you should refer to “Prepayments, Delinquencies, Repossession and Net Losses” in this prospectus supplement. For a description of the roles and responsibilities of the servicer, see “The Transaction Documents—The Servicing Agreement” of the accompanying prospectus.

None of the public asset-backed securitization transactions involving VW Credit as servicer has defaulted or experienced an early amortization or other performance triggering event. VW Credit

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believes that it has materially complied with its servicing obligations with respect to each asset-backed securitization transaction involving VW Credit as servicer.

THE TRANSACTION SUBI

The Transaction SUBI will be issued by the origination trust under a supplement to the origination trust agreement to be dated as of the closing date (the“Transaction SUBI Supplement” and, together with the origination trust agreement, the“Transaction SUBI Trust Agreement”). To provide for the servicing of the Included Units, the origination trust, the servicer and the SUBI trustee will enter into a supplement to the base servicing agreement to be dated as of the closing date (the“Transaction SUBI Servicing Supplement,”and together with the base servicing agreement, the“Servicing Agreement”). The Transaction SUBI will represent a beneficial interest, not a direct interest, in the Included Units. The Transaction SUBI will not represent an interest in any origination trust assets other than those Included Units. The issuing entity and the noteholders will have no interest in the UTI, any Other SUBI or any assets of the origination trust evidenced by the UTI or any Other SUBI. Payments made on or in respect of origination trust assets not represented by the Transaction SUBI will not be available to make payments on the notes. For further information regarding the origination trust, you should refer to “Additional Legal Aspects of the Origination Trust and the Transaction SUBI—The Origination Trust” in the accompanying prospectus.

The Transaction SUBI Certificate will evidence a beneficial interest in the origination trust assets allocated to the Transaction SUBI, which will generally consist of the Included Units and all proceeds of or payments on or in respect of the leases or leased vehicles received after the cutoff date.

On the closing date, the origination trust will issue the Transaction SUBI Certificate to or upon the order of VW Credit, as initial beneficiary of the UTI.

For further information regarding the origination trust, you should refer to “The Origination Trust” in the accompanying prospectus. See “Description of the Transfer Agreements and the Administration Agreement —Sale and Assignment of the Transaction SUBI and Related Security Interest” in this prospectus supplement regarding transfers of the Transaction SUBI Certificate.

THE LEASES

The leases allocated to the Transaction SUBI consist of motor vehicle retail closed-end leases for new [and used] Volkswagen, Audi [and other] motor vehicles. Each of the leases was originated by a dealer in the ordinary course of that dealer’s business and assigned to the origination trust in accordance with underwriting procedures described under “Origination and Servicing Procedures—Underwriting Procedures” in the accompanying prospectus.

Characteristics of the Units

Securitized Portfolio Information

The portfolio information presented in this prospectus supplement and the accompanying prospectus is based on a statistical pool of leases as of the close of business on the cutoff date and is calculated based on the Securitization Value of the [Included Units.] [Units included in the statistical pool. The statistical pool consists of leases owned by the origination trust that met the criteria below as of the cutoff date. The Included Units will be selected from (i) the statistical pool and/or (ii) other Units having materially similar characteristics to those in the statistical pool which, in each case, satisfy the eligibility criteria as of the cutoff date. While the characteristics of the Included Units may vary

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somewhat from the characteristics of the Units included in the statistical pool illustrated in the tables below, any variance between the characteristics of the statistical pool and the actual pool will not be material.] As of the cutoff date, the Units in the statistical pool described in this prospectus supplement had an aggregate Securitization Value of approximately $[ ]. As of the cutoff date, the Units allocated to the Transaction SUBI are expected to have an aggregate initial Securitization Value of approximately $[ ]. For more information regarding how the Securitization Value for each lease is calculated, you should refer to “—Calculation of the Securitization Value” below.

Representations, Warranties and Covenants

The Included Units will be identified in a schedule appearing as a schedule to the Transaction SUBI Supplement. In the SUBI Sale Agreement, VW Credit will make representations and warranties with respect to each lease and related leased vehicle, including, among other things, that each lease met the eligibility criteria described below under “—Eligibility Criteria and Portfolio Characteristics” as of the cutoff date. On the closing date, the depositor will assign all of its rights under the SUBI Sale Agreement to the issuing entity.

The SUBI Sale Agreement will also provide that if VW Credit or the depositor discovers a breach of any representation or warranty referred to in the preceding paragraph that materially and adversely affects the issuing entity’s interest in the related lease or leased vehicle, which breach is not cured in all material respects prior to the end of the collection period after the date that the depositor was notified of that breach (either pursuant to notice or otherwise), then the applicable Unit will be reallocated to the UTI on the payment date related to that collection period. In connection with this reallocation, VW Credit will be required to deposit into the collection account a repurchase payment equal to the Securitization Value of the applicable Unit (the“repurchase payment”).

In addition, VW Credit, as a servicer, will be required to cause the repurchase of any Units which include leases as to which the servicer grants a Postmaturity Term Extension. See “Origination and Servicing Procedures—Extensions and Pull-Aheads” in the accompanying prospectus. A“Postmaturity Term Extension”means, for any Included Unit, that the servicer has granted a term extension for that Included Unit beyond the collection period preceding [the final scheduled payment date for the Class B notes].

The repurchase payment must be made by VW Credit as of the payment date immediately following the end of the collection period in which the related cure period ended or the Postmaturity Term Extension was granted. Upon making that payment, the related Unit will no longer constitute an Included Unit.

Eligibility Criteria and Portfolio Characteristics

The leases allocated to the Transaction SUBI on the closing date will be selected randomly from a pool of eligible leases [from the statistical pool and the other leases] that each meet several criteria. The eligibility criteria for the leases include, among others, as of the cutoff date, that each lease:

	•		Was originated out of the lease of a new [or used] vehicle.

	•		Has a lessee which (a) is a resident of, or organized under the laws of and with its chief executive office in, the United States, (b) is not an affiliate of VW Credit, (c) is not a government or a governmental subdivision or agency, (d) is not shown on the servicer’s records as a debtor in a pending bankruptcy proceeding and (e) is not the lessee of any defaulted Unit.

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	•		Has a remaining term to maturity, as of the cutoff date less than [___] months and had an original lease term greater than or equal to [___] months and less than or equal to [___] months.

	•		Provides for substantially equal monthly payments.

	•		Is not more than [30] days past due as of the cutoff date and is not a defaulted lease.

	•		Was originated in compliance with, and complies in all material respect with, all material applicable legal requirements.

	•		Is the valid, legal, and binding payment obligation of the related lessee, enforceable against that lessee in accordance with its terms subject to no offset, counterclaim, defense or other lien, security interest, mortgage, pledge or encumbrance in, of or on that lease in favor of any other person, except for those liens permitted under the transaction documents.

	•		Is payable solely in U.S. dollars.

	•		The Securitization Value of the related Unit, as of the cutoff date, is no greater than $[___].

	•		Does not require the lessee to consent to the transfer, sale or assignment of the rights of the origination trust under that lease.

	•		Does not, in whole or in part, materially contravene any law, rule or regulation applicable thereto (including, without limitation, those relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy).

	•		Was generated in the ordinary course of the origination trust’s business.

	•		Provides for level payments that fully amortize the adjusted capitalized cost of the lease to the related stated residual value over the lease term.

	•		Was originated in compliance with the servicer’s customary servicing practices.

	•		Is evidenced by only one original of the related lease, which is held by the servicer on behalf of the origination trust.

	•		Has no credit-related recourse to the related dealer.

	•		Was originated on or after [ , ___].

	•		Is in full force and effect, and has not been satisfied, subordinated or rescinded.

	•		Requires the related lessee to obtain physical damage insurance covering the related leased vehicle in accordance with the servicer’s customary servicing practices.

	•		Is with respect to a Volkswagen brand or Audi brand vehicle [or other brand vehicle].

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[As of the statistical cut-off date, the weighted average FICO®^* score of the leases is [ ], with the minimum FICO score being [ ] and the maximum FICO score being [ ]. Additionally, [ ]% of the pool balance as of the statistical cut-off date is composed of obligors with FICO scores between [ ] and [ ], with [ ]% of obligor FICO scores (based on lease balance) exceeding [ ] and 5% of obligor FICO score (based on lease balance) falling below [ ]. [For purposes of TALF, as of the cutoff date, the weighted average FICO® score of the lessees is [___] (assuming, for calculation purposes, that lessees with no FICO® score are assigned the minimum FICO® score of [___]). See “TALF Considerations” in this prospectus supplement.] [The FICO score of an obligor is calculated as of the origination of the related lease in the manner described in “Origination and Servicing Procedures —Underwriting Procedures.” A FICO® score is a measurement determined by Fair, Isaac & Company using information collected by the major credit bureaus to assess credit risk. Data from an independent credit reporting agency, such as FICO® score, is one of several factors that may be used by VW Credit in its credit scoring system to assess the credit risk associated with each applicant, see “Origination and Servicing Procedures —Underwriting Procedures” in the accompanying prospectus. Additionally, FICO® scores are based on independent third party information, the accuracy of which cannot be verified. FICO® scores should not necessarily be relied upon as a meaningful predictor of the performance of the Units. In addition, FICO® scores may change over time, depending on the conduct of the lessee and changes in credit score technology and therefore, a lessee’s FICO® score at any time in the future may be higher or lower than the lessee’s FICO® score as of origination of the related lease. See “Risk Factors — Credit scores and historical loss experience may not accurately predict the likelihood of losses on the leases.”

The Units, in the aggregate, possess the following characteristics:

Original Pool Characteristics as of Cutoff Date


Lease Securitization		[_-_]
Closing Date		[_______, ____]
Cutoff Date		[_______, ____]
Number of Leases
Original Book Value (1)
Original Securitization Value
Average
Minimum
Maximum
Percentage New Vehicles
Percentage Audi Vehicles
Percentage Volkswagen Vehicles

Base Residual
Average
Minimum
Maximum

Original Term (Months)
Weighted Average (2)
Minimum
Maximum

Remaining Term (Months)
Weighted Average (2)


^* FICO® is a federally registered trademark of Fair, Isaac & Company.

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Minimum
Maximum

Seasoning (Months) (3)
Weighted Average (2)
Minimum
Maximum

Weighted Average FICO® Score (4) (5)
Minimum (5) (6)
Maximum (5) (6)

Base Residual as a % of Securitization Value
Base Residual as a % of MSRP


(1)		Original Book Value is determined based on capitalized amounts of the leases less the accumulated depreciation of the related leased vehicles.

(2)		Weighted average by Securitization Value.

(3)		Seasoning refers to the number of months elapsed since origination of the leases.

(4)		FICO® is a federally registered trademark of Fair, Isaac & Company.

(5)		FICO® scores are calculated as of the origination of the related leases and excludes lessees for which no FICO® score was available.

(6)		Less than 5% of the obligor FICO® scores (based on the aggregate Securitization Value of the leases) exceeds [ ] and less than 5% of the obligor FICO® scores (based on the aggregate Securitization Value of the leases) falls below [ ]. Range of FICO® scores represents 90% of the aggregate Securitization Value as of the origination of the related lease.

Calculation of the Securitization Value

Under the Servicing Agreement, the servicer will calculate a“Securitization Value”for each Included Unit equal to the following:


Calculation Date		Securitization Value Formula
as of any date other than its maturity date		the sum of the present values, calculated using a discount rate equal to the Securitization Rate, of (a) the aggregate monthly payments remaining on the lease (including monthly payments due but not yet paid) and (b) the Base Residual Value of the related leased vehicle and

as of its maturity date		the Base Residual Value of the related leased vehicle.

The Securitization Value of a Terminated Unit is equal to zero.

The Securitization Value represents the amount of financing that will be raised against each lease and the related leased vehicle. The Securitization Value will, at any given time during the term of the lease represent the principal amount of notes that can be amortized by the sum of the monthly payments due in respect of the leased vehicle over the remaining lease term, plus the Base Residual Value of the leased vehicle, in each case discounted at an annualized rate equal to the Securitization Rate.

“Securitization Rate”means, for any Included Unit, [___].

[For purposes of presenting the pool information in this prospectus supplement, a statistical securitization rate of [___%] has been used. The actual securitization rate may be greater than or less than the statistical securitization rate but such variance is not expected to be material.]

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[The Securitization Rate is determined based on anticipated losses from the selected leases and leased vehicles so that it is anticipated that the excess spread between the coupon rate on the notes and the discount rate on the pool assets will be sufficient to make payments on the notes, after giving effect to, among other things, anticipated losses and prepayments on the selected leases and leased vehicles.]

“Base Residual Value”means, for each leased vehicle, [the lowest of (i) the stated residual value estimate established by the servicer at the time the related lease was originated, (ii) the MSRP ALG Residual and (iii) the Maximum Residualized MSRP ALG Residual (which we also refer to as the“MRM ALG Residual”). The MSRP ALG Residual and the MRM ALG Residual are residual value estimates produced by the third-party source,Automotive Lease Guide(also referred to as“ALG”), an independent publisher of residual value percentages recognized throughout the automotive finance industry for projecting estimated vehicle market values at lease termination. The MRM ALG Residual calculates a residual value estimate that is a percentage of the“Maximum Residualized MSRP,”which consists of the manufacturer’s suggested retail price (commonly referred to as“MSRP”) of the typically equipped vehicle and value adding options, giving only partial credit or no credit for those options that add little or no value to the resale price of the vehicle.]

“MSRP ALG Residual”means, with respect to any lease, a residual value estimate produced by ALG based on the total MSRP of the base vehicle and all VW Credit authorized options, without making a distinction between the value adding options and non-value adding options. The calculation of Base Residual Value has the effect of placing a cap on the total capitalized cost of a vehicle for purposes of calculating the estimated residual value of such vehicle.

A“Terminated Unit”is an Included Unit for which any of the following has occurred during a collection period:

	•		the related leased vehicle was sold or otherwise disposed of by the servicer following (i) the related lease becoming a defaulted lease or (ii) the scheduled or early termination (including any early termination by the related lessee) of the related lease;

	•		the related lease became a defaulted lease or the related lease terminated or expired more than 90 days prior to the end of that collection period and the related leased vehicle was not sold; or

	•		the servicer’s records, in accordance with its customary servicing practices, disclose that all insurance proceeds expected to be received have been received by the servicer following a casualty or other loss with respect to the related leased vehicle.

A“defaulted lease”means a lease for which any of the following has occurred during a collection period:

	•		on which any payment is past due [90 or more] days;

	•		for which the related vehicle has been repossessed but which has not been charged off; or

	•		which has been charged off in accordance with the servicer’s customary servicing practices.

Determination of Residual Values

The value of the notes being offered under this prospectus supplement is based on the aggregate Securitization Value of the Included Units. Each lease sets forth a residual value, which we refer to in this

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prospectus as the“stated residual value”established at the time of lease origination (as it may be subsequently revised in connection with an extension of a lease in accordance with customary servicing practices). The stated residual value as provided in the lease agreement is the estimated value of the vehicle at the end of the lease and is the amount used to calculate the base monthly lease payments under the lease, assuming that the lease amortizes like a loan. If we assume that the original capitalized cost of the lease is the initial principal amount of the loan, that the lease rate is the interest rate, that the lease term is the term of the loan and that all monthly payments are timely made, the stated residual value is the amount to which the outstanding balance would decline at the scheduled expiration of the lease term. When a vehicle is sold after being returned by the lessee at the end of the related lease, there will be a residual loss if the net sales proceeds of the vehicle are less than the stated residual value. For more information regarding the determination of residual values, you should refer to “Origination and Servicing Procedures—Determination of Residual Values” in the accompanying prospectus.

Distribution of the Leased Vehicles by Model

The distribution of the leased vehicles as of the cutoff date by model was as follows:


		Percentage					Percentage of
		of Total			Aggregate		Aggregate
	Number of	Number of			Securitization		Securitization
	Leases	Leases(1)			Value(1)		Value(1)
A6				%	$				%
S6				%	$				%
RS6				%	$				%
PASSAT				%	$				%
A4				%	$				%
S4				%	$				%
JETTA				%	$				%
ALL ROAD				%	$				%
TOUAREG.				%	$				%
BEETLE				%	$				%
TT				%	$				%
GOLF				%	$				%
GTI				%	$				%
VW Other				%	$				%

Total			100.00	%	$	(2)		100.00	%


(1)		Balances and percentages may not add to total due to rounding.

(2)		Based on the [statistical] Securitization Rate.

Distribution of the Leases by Original Term to Maturity

The distribution of the leases as of the cutoff date by original term to maturity was as follows:

Percentage

Percentage of

of Total

Aggregate

Number of

Securitization

Original Term

Leases

Leases(1)

Value(1)

%

$

%

$

%

$

%

$

%

$

%

$

%

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		Percentage					Percentage of
		of Total			Aggregate		Aggregate
	Number of	Number of			Securitization		Securitization
Original Term	Leases	Leases(1)			Value(1)		Value(1)
				%	$				%
				%	$				%

Total			100.00	%	$	(2)		100.00	%


(1)		Balances and percentages may not add to total due to rounding.

(2)		Based on the [statistical] Securitization Rate.

Distribution of the Leases by Remaining Term to Maturity

The distribution of the leases as of the cutoff date by remaining term to maturity was as follows:


		Percentage					Percentage of
		of Total			Aggregate		Aggregate
	Number of	Number of			Securitization		Securitization
Remaining Term	Leases	Leases(1)			Value(1)		Value(1)
				%	$				%
				%	$				%
				%	$				%
				%	$				%
				%	$				%
				%	$				%
				%	$				%
				%	$				%
				%	$				%
				%	$				%

Total			100.00	%	$	(2)		100.00	%


(1)		Balances and percentages may not add to total due to rounding.

(2)		Based on the [statistical] Securitization Rate.

Distribution of the Leases by Maturity

The distribution of the leases as of the cutoff date by year and quarter of maturity was as follows:

Percentage of

Total

Aggregate

Number

Number of

Securitization

Quarter of Maturity

of Leases

Leases(1)

Value(1)

[______] Quarter [______]

%

$

%

[______] Quarter [______]

%

$

%

[______] Quarter [______]

%

$

%

[______] Quarter [______]

%

$

%

[______] Quarter [______]

%

$

%

[______] Quarter [______]

%

$

%

[______] Quarter [______]

%

$

%

[______] Quarter [______]

%

$

%

[______] Quarter [______]

%

$

%

[______] Quarter [______]

%

$

%

[______] Quarter [______]

%

$

%

[______] Quarter [______]

%

$

%

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		Percentage of					Percentage of
		Total			Aggregate		Aggregate
	Number	Number of			Securitization		Securitization
Quarter of Maturity	of Leases	Leases(1)			Value(1)		Value(1)
[______] Quarter [______]				%	$				%
[______] Quarter [______]				%	$				%
[______] Quarter [______]				%	$				%
[______] Quarter [______]				%	$				%
[______] Quarter [______]				%	$				%
[______] Quarter [______]				%	$				%
[______] Quarter [______]				%	$				%
Total			100.00	%	$	(2)		100.00	%


(1)		Balances and percentages may not add to total due to rounding.

(2)		Based on the [statistical] Securitization Rate.

Distribution of the Leases by State

The distribution of the leases as of the cutoff date by state of origination (based on the address of the lessee), was as follows:

Percentage

Percentage of

of Total

Aggregate

Number of

Securitization

State of Origination

Leases

Leases(1)

Value(1)

Alabama

%

$

%

Alaska

Arizona

Arkansas

California

Colorado

Connecticut

Delaware

District of Columbia

Florida

Georgia

Hawaii

Idaho

Illinois

Indiana

Iowa

Kansas

Kentucky

Louisiana

Maine

Maryland

Massachusetts

Michigan

Minnesota

Mississippi

Missouri

Montana

Nebraska

Nevada

New Hampshire

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Percentage

Percentage of

of Total

Aggregate

Number of

Securitization

State of Origination

Leases

Leases(1)

Value(1)

New Jersey

New Mexico

New York

North Carolina

North Dakota

Ohio

Oklahoma

Oregon

Pennsylvania

Rhode Island

South Carolina

South Dakota

Tennessee

Texas

Utah

Vermont

Virginia

Washington

West Virginia

Wisconsin

Total

100.00

%

$

(2)

100.00

%


(1)		Balances and percentages may not add to total due to rounding.

(2)		Based on the [statistical] Securitization Rate.

[No state other than [ ] and [ ] accounts for [ ]% or more of the cutoff date aggregate Securitization Value of the leases and related leased vehicles [in the statistical pool]. Adverse economic conditions in any of these states may have a disproportionate impact on the performance of the leases and the leased vehicles. See “Risk Factors — The geographic concentration of the leases, economic factors and lease performance could negatively affect the issuing entity’s assets.”] [Insert a description of any economic or other factors specific to any state or region where 10% or more of the cutoff date Securitization Value of the leases and leased vehicles are located and how such factors may materially impact the pool of leases.]

Distribution of the Leases by FICO Score

The distribution of the leases as of the cutoff date by FICO score was as follows:

Percent of

Aggregate

Number of

Total Number

Securitization

FICO Score Range

Leases

of Leases⁽¹⁾

Value⁽¹⁾⁽²⁾

No FICO

%

$

%

500 to 549

550 to 599

600 to 649

650 to 699

700 to 749

750 to 799

800 to 849

850 to 899

Total

$

%


(1)		Balances and percentages may not add to total due to rounding.

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(2)		Based on [statistical] Securitization Rate.

PREPAYMENTS, DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Set forth below is information concerning VW Credit’s experience with respect to its securitized portfolios of leases and the related leased vehicles. The information presented under “Prepayments, Delinquencies, Repossessions and Net Losses” in this prospectus supplement, to the extent such information relates to VW Credit’s experience with its securitized portfolios of leases established prior to January 1, 2006, is not deemed to be part of this prospectus supplement, the accompanying prospectus or the registration statement.

Delinquency, Repossession and Loss Data

Set forth below is information concerning VW Credit’s experience with respect to its entire portfolio of new and used Volkswagen and Audi motor vehicle leases and the related leased vehicles, which includes leases owned by VW Credit or the origination trust and leases that have been sold but are still being serviced by VW Credit. The dollar amounts of the leases outstanding is VW Credit’s book value. Credit losses are an expected cost in the business of extending credit and are considered in VW Credit’s rate-setting process. VW Credit’s strategy is to minimize credit losses while providing financing support for the sale of the motor vehicles.

For credit loss terminations, VW Credit charges off the account balance of a lease upon the related vehicle’s sale date.

Gains or losses associated with the sale of off-lease inventory also are recorded upon the vehicle sale date. Collections of end-of-term charges such as excess wear and use and excess mileage charges are credited when proceeds are received.

Delinquency, repossession and loss experience may be influenced by a variety of economic, social and geographic conditions and other factors beyond VW Credit’s control. There is no assurance that VW Credit’s delinquency, repossession and loss experience with respect to its leases and the related leased vehicles in the future, or the experience of the issuing entity with respect to the leases and the leased vehicles, will be similar to that set forth below.

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Lease Delinquency Experience(1)(2)(4)
(Dollars in Thousands)

At [ ],

[ ]

Dollar Amount of Lease Contracts Outstanding(3)

$

Number of Lease Contracts Outstanding

Units

%

Units

%

Units

%

Units

%

Units

%

Units

%

Units

%

Number of Delinquent Lease Contracts(2)

31-60 Days

61-90 Days

91 Days or More

Total 31 days or more


(1)		Data presented in the table is based upon lease balances for new and used vehicles financed by VW Credit, including those that have been sold but are serviced by VW Credit.

(2)		VW Credit considers a payment to be past due or delinquent when a lessee fails to make at least 75% of the scheduled monthly payment by the related due date.

(3)		Outstanding balance is the net book value.

(4)		Balances and percentages may not add to total due to rounding.

Net Credit Loss and Repossession and Experience(1)(2)(6)
(Dollars in Thousands)

At or For the [ ] Months

Ended [ ],

As or For the Twelve Months Ended [ ],

[ ]

Dollar Amount of Lease Contracts Outstanding(3)

$

Dollar Amount of Average Lease Contracts Outstanding(3)

$

Number of Lease Contracts Outstanding Average Number of Lease Contracts Outstanding

Repossessions:

Number of Repossessions

Number of Repossessions as a Percentage of the Average Number of Lease Contracts Outstanding

Charge-offs(4)

$

Recoveries(5)

$

Net Losses

$

Net Losses as a Percentage of Average Dollar Amount of Lease Contracts Outstanding(3)


(1)		Averages are computed by taking a simple average of the month end outstanding amounts for each period presented.

(2)		Data presented in the table is based upon lease balances for new and used vehicles financed by VW Credit, including those that have been sold but are serviced by VW Credit.

(3)		Outstanding balance is the net book value.

(4)		Charge-offs generally represent the total aggregate net outstanding balance of the lease contracts determined to be uncollectible in the period less proceeds from disposition of the related leased vehicles, other than recoveries described in Note (5).

(5)		Recoveries generally include the net amounts received with respect to lease contracts previously charged off.

(6)		Balances and percentages may not add to total due to rounding.

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Residual Value Loss Experience

Set forth below is information concerning residual value loss experience and return rates for Volkswagen and Audi vehicles at termination. The residual value loss rates are indicated as the difference between the ALG Residual at origination and the actual amounts received for the off-lease vehicles. See “—Determination of Residual Values.”

Residual Value Loss Experience(1)(2)(6)(7)

For the [ ] Months

Ended [ ],

For the Twelve Months Ended [ ]

[ ]

Total Number of Vehicles Scheduled to Terminate

Total ALG Residual on Vehicles Scheduled to Terminate(3)

$

Number of Vehicles Returned to VW Credit(4)

%

Vehicles Returned to VW Credit Ratio

%

Total Gain/(Loss) on ALG Residuals on Vehicles Returned to VW Credit(5)

$

Average Gain/(Loss) on ALG Residuals on Vehicles Returned to VW Credit

$

Total ALG Residual on
Vehicles Returned to VW
Credit

$

Total Gain/(Loss) on ALG Residuals on Vehicles Returned to VW Credit as a Percentage of ALG Residuals of Returned Vehicles Sold by VW Credit

%

Total Gain/(Loss) on ALG Residuals on Vehicles Returned to VW Credit as a Percentage of ALG Residuals of Vehicles Scheduled to Terminate

%

Average Stated Residual Value Percentage of MSRP

Average ALG Residual Percentage of MSRP

Percentage Difference


(1)		Includes leases which VW Credit has sold to third parties but continues to service. The leases are grouped by scheduled maturity date.

(2)		Includes only new [and used] Audi and VW leases with obligors in the United States with a VW Credit residual value less than MSRP.

(3)		MSRP ALG Residual Value is calculated as the MSRP ALG Residual Percentage multiplied by the lesser of MSRP or the MRM ALG Residual.

(4)		Excludes repossessions and vehicles terminating [ ] days or more prior to scheduled maturity.

(5)		Gain/(Loss) calculated as (a) the sum of (i) gross sales proceeds plus (ii) excess wear and use and excess mileage charges paid by lessees minus (b) the sum of (i) auction expenses plus (ii) certification expenses plus (iii) MSRP ALG Residual.

(6)		All periods presented exclude the [ ] family of vehicles ([ ] and [ ]).

(7)		Balances and percentages may not add to total due to rounding.

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STATIC POOL DATA

Appendix A to this prospectus supplement sets forth in tabular format static pool information about prior pools of motor vehicle leases that were securitized by VW Credit in the last five years, including those leases acquired by the origination trust that were included in the Volkswagen Auto Lease Trust [ ], [ ], [ ], [ ] and [ ] transactions. Static pool information consists of cumulative credit losses, delinquency and prepayment data for prior securitized pools and summary information for the original characteristics of the prior pools. The term “securitized pool” refers to the securitized pool of motor vehicle leases as of the related cutoff date. The characteristics of the securitized pools included in Appendix A vary from the characteristics of the leases in this transaction.

The characteristics of leases included in the static pool data discussed above, as well as the social, economic and other conditions existing at the time when those leases were originated and repaid, may vary materially from the characteristics of the leases in this transaction and the social, economic and other conditions existing at the time when the leases in this transaction were originated and those that will exist in the future when the leases in the current transaction are required to be repaid. As a result, there can be no assurance that the static pool data referred to above will correspond to or be an accurate predictor of the performance of this lease securitization transaction.

Information in Appendix A and in this section relating to securitized pools that were established before January 1, 2006 is not deemed to be part of this prospectus supplement, the prospectus or the registration statement to which this prospectus supplement relates.

WEIGHTED AVERAGE LIFE OF THE SECURITIES

The following information is provided solely to illustrate the effect of prepayments of the leases and the related leased vehicles on the unpaid principal amounts of the notes and the weighted average life of the notes under the assumptions stated below, and is not a prediction of the prepayment rates that might actually be experienced with respect to the leases.

Prepayments on motor vehicle leases may be measured by a prepayment standard or model. The prepayment model used in this prospectus supplement is expressed in terms of percentages of“ABS,” which means a prepayment model that assumes a constant percentage of the original number of leases in the pool prepay each month. The base prepayment assumption, which we refer to in this prospectus supplement as the“[75]% Prepayment Assumption,”assumes that the original principal balance of the leases will prepay at [75]% of the following curve:

	(1)		In month one, prepayments will occur at [___]% ABS and increase by [___]% ABS each month until reaching [___]% ABS in the [___] month of the life of the lease.

	(2)		In month [___] through [___], prepayments remain at [___]%.

	(3)		In month [___], prepayments decrease to [___]% ABS and remain at that level until the original outstanding principal balance of the contract has been paid in full.

Neither any ABS rate nor the [75]% Prepayment Assumption purports to be a historical description of the prepayment experience or a prediction of the anticipated rate of prepayment of the leases. We cannot assure you that the leases will prepay at the levels of the [75]% Prepayment Assumption or at any other rate.

The tables below were prepared on the basis of certain assumptions, including that:

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	•		all monthly payments are timely received and no lease is ever delinquent;

	•		each fiscal month of VW Credit is equivalent to a calendar month;

	•		each lease payment is made on the last day of each calendar month beginning in [___];

	•		no repurchase payment is required to be made by VW Credit in respect of any Included Unit;

	•		there are no losses in respect of the leases;

	•		payments on the notes are made on the [20th] day of each month, whether or not that day is a business day;

	•		[there are no termination payments due to the issuing entity or to the swap counterparty as a result of the termination of the interest rate swap agreement];

	•		the interest on the Class A-1 notes is based on an actual/360 day count and the interest on the Class A-2 notes, the Class A-3 notes [and] the Class A-4 notes [and the Class B notes] is based on a 30/360 day count;

	•		the servicing fee is [1.00]% per annum (or, in the case of the initial collection period, is equal to one-sixth of one percent of the initial aggregate securitization value);

	•		all prepayments on the leases are prepayments in full (and the residual values of the related leased vehicles are paid in full);

	•		the reserve account is [initially] funded with an amount equal to $[___];

	•		the aggregate Securitization Value of the Included Units as of the cutoff date is $[___], based on the [statistical] Securitization Rate;

	•		[Insert Pre-funding Assumptions]; and

	•		Interest accrues on the notes at the following coupon rates: Class A-1 notes, [___]%; Class A-2 notes, [___]%; Class A-3 notes, [___]%; [and] Class A-4 notes, [___]% [and Class B notes, [___]%;]

	•		the closing date (the“closing date”) is assumed to be [____________, ___].

No representation is made as to what the actual levels of losses and delinquencies on the leases will be. Because payments on the leases and the leased vehicles will differ from those used in preparing the following tables, distributions of principal of the notes may be made earlier or later than as set forth in the tables. Investors are urged to make their investment decisions on a basis that includes their determination as to anticipated prepayment rates under a variety of the assumptions discussed herein.

[For purposes of TALF, the weighted average life to maturity for each class of notes is specified under “TALF Considerations” in this prospectus supplement.]

The following tables set forth the percentages of the unpaid principal amount of each class of the notes that would be outstanding after each of the dates shown, based on a rate equal to 0%, 50%, 75%, 100%, 150% and 200% of the Prepayment Assumption. As used in the table, “0% Prepayment Assumption” assumes no prepayments on a lease, “50% Prepayment Assumption” assumes that a lease

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will prepay at 50% of the Prepayment Assumption “75% Prepayment Assumption” assumes that a lease will prepay at 75% of the Prepayment Assumption and so forth.

Percentage of Class A-1 Note Balance Outstanding


	Prepayment Assumption
Payment Date	0%			50%			75%			100%			150%			200%
Closing Date		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
_____________
_____________
_____________
_____________
_____________
_____________
Weighted Average Life (years) (2)

Weighted Average Life to Optional Purchase (years)(2)(3)


(1)		Percentages assume no optional purchase occurs.

(2)		The weighted average life of the Class A-1 notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the closing date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).

(3)		Assumes depositor exercises its optional purchase right on the first payment date on which it is permitted to do so.

Percentage of Class A-2 Note Balance Outstanding


	Prepayment Assumption
Payment Date	0%			50%			75%			100%			150%			200%
Closing Date		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
_____________
_____________
_____________
_____________
_____________
_____________
Weighted Average Life (years)(2)

Weighted Average Life to Optional Purchase (years)(2)(3)
										��


(1)		Percentages assume no optional purchase occurs.

(2)		The weighted average life of the Class A-2 notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the closing date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).

(3)		Assumes depositor exercises its optional purchase right on the first payment date on which it is permitted to do so.

Percentage of Class A-3 Note Balance Outstanding


	Prepayment Assumption
Payment Date	0%			50%			75%			100%			150%			200%
Closing Date		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
_____________
_____________
_____________
_____________
_____________
_____________
Weighted Average Life (years)(2)

Weighted Average Life to Optional Purchase (years)(2)(3)


(1)		Percentages assume no optional purchase occurs.

(2)		The weighted average life of the Class A-3 notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the closing date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).

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(3)		Assumes depositor exercises its optional purchase right on the first payment date on which it is permitted to do so.

Percentage of Class A-4 Note Balance Outstanding to Optional Call


	Prepayment Assumption
Payment Date	0%			50%			75%			100%			150%			200%
Closing Date		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
_____________
_____________
_____________
_____________
_____________
_____________
Weighted Average Life (years)(2)

Weighted Average Life to Optional Purchase (years)(2)(3)


(1)		Percentages assume no optional purchase occurs.

(2)		The weighted average life of the Class A-4 notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the closing date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).

(3)		Assumes depositor exercises its optional purchase right on the first payment date on which it is permitted to do so.

[Percentage of Class B Note Balance Outstanding]


	Prepayment Assumption
Payment Date	0%			50%			75%			100%			150%			200%
Closing Date		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
_____________
_____________
_____________
_____________
_____________
_____________
Weighted Average Life (years)(2)

Weighted Average Life to Optional Purchase (years)(2)(3)


(1)		Percentages assume no optional purchase occurs.

(2)		The weighted average life of the Class B notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the closing date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a).

(3)		Assumes depositor exercises its optional purchase right on the first payment date on which it is permitted to do so.

TALF CONSIDERATIONS

The TALF Program

Subject to the important considerations described under “Risk Factors— Loss of TALF Eligibility, the Requirements of the TALF Program or the Lack of Availability of a TALF Loan May Adversely Affect Your Financing Options and the Liquidity and Market Value of Your Notes”, on the closing date, the notes will be eligible collateral for investors to pledge as collateral for loans borrowed from the FRBNY under TALF. In order to be eligible collateral under TALF, the notes and the leases underlying the notes must satisfy eligibility criteria specified by the FRBNY.

If you are an investor intending to pledge the notes as collateral for loans borrowed from the FRBNY under TALF, you are encouraged to consult with your financial and legal advisors regarding the program requirements of TALF, the MLSA to be entered into between the FRBNY and ~~primary dealers~~TALF agent and a customer agreement required to be entered into between a ~~primary dealer~~TALF agent and each investor, as well as the terms and conditions, frequently asked questions and other supporting material on the FRBNY website located at http://www.newyorkfed.org/markets/talf.html) eligibility for TALF loans and related legal and economic risks.

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Defaults on TALF Loans

If an investor with a TALF loan defaults on the loan, in most cases, the FRBNY and its designated agents (including TALF LLC, a special purpose entity created in connection with the TALF program) may only exercise remedies against the asset-backed collateral and the related collateral haircut securing that loan. Under the TALF program, the “collateral haircut”, which will be delivered by the borrower in connection with a TALF loan, is an amount of cash equal to the market value of the asset-backed securities to be pledged by a borrower to secure the TALF loan multiplied by a percentage determined by the FRBNY as the applicable “haircut percentage”, which is a percentage which varies based on the type of asset underlying the asset-backed securities, the weighted average FICO score of the related obligors and the weighted average life of the asset backed securities. Because of the limited-recourse nature of the TALF loans, the borrower may in most instances surrender the collateral and the collateral haircut in full satisfaction of the outstanding amount of TALF loan. However, there are certain exceptions to the limited-recourse nature of the TALF facility outlined in the MLSA, which may result in a TALF borrower being subject to recourse for amounts in excess of the value of the collateral haircut and the pledged asset-backed securities collateral. These include:

	•		failure of the TALF investor at any time to be an “eligible borrower” as determined by the criteria in effect at the time the TALF loan was made; and

	•		the failure of certain representations and warranties of the borrower made in the MLSA to be true, including;

	•		that the MLSA is a binding agreement enforceable against the borrower;


	•		that the ~~primary dealer~~TALF agent is authorized to enter into the MLSA and act on the borrower’s behalf;


	•		that the security interest of the FRBNY in the collateral for the TALF loan is valid, perfected and subject to no adverse claims;

	•		that the ABS collateral pledged at the time the TALF loan is made or assumed is “eligible collateral” under TALF, to the borrower’s knowledge based on its review of the related offering materials.

Eligible Collateral Under TALF

On the closing date, the notes and the underlying assets satisfy the TALF eligibility criteria. The majority of the characteristics of the Units and the notes described below are requirements for the notes to be considered “eligible collateral” under TALF.

As of the Cut-off Date, the assets underlying the notes had the following characteristics:

	•		All of the assets underlying the notes are leases of cars and light trucks and the related leased vehicles.

	•		All of the leases were U.S. dollar-denominated.

	•		At least 95% of the aggregate securitization value of the underlying Units relate to leases that are both (a) originated by U.S. organized entities or institutions or U.S. branches or agencies of foreign banks and (b) made to U.S. domiciled obligors.

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	•		The securitization value of Units related to leases originated on or after October 1, 2007 is at least 85% of the aggregate securitization value of the Units.

	•		The weighted average FICO score of the lessees (weighted by the principal balance) is 680 or greater (assuming for purposes of calculating the weighted average that any lessee without an available credit score has a credit score of 300); which is “prime” for automobile leases under TALF.

	•		The Units are not exposures to “cash-backed ABS” or “synthetic ABS” within the meaning of the TALF program.

On the closing date, the notes will have the following characteristics:

	•		The notes will be U.S. dollar-denominated cash (not synthetic) asset-backed securities.

	•		Each class of notes will have received the ratings specified in “Summary of Terms—Ratings” above. None of the notes will have received a credit rating below the highest investment-grade rating category from any of Standard & Poor’s, Moody’s or Fitch. Such ratings will be obtained without the benefit of any third-party guarantee, and no class has been placed on review or watch for downgrade.

	•		The notes will be issued in book-entry form and cleared through The Depository Trust Company or “DTC”, in the name of Cede & Co., as nominee of DTC.


	•		The notes will not bear interest payments that step up or step down to predetermined levels on specific dates.


	•		The notes will be obligations of the issuing entity only, and no payments of principal of or interest on the notes will be guaranteed by any third-party.

	•		The notes are not subject to an optional redemption other than a customary clean-up call, as described in “Description of the Transfer Agreements and the Administration Agreement—Redemption of the Notes”.

	•		The weighted average life to maturity (in years) of each class of notes (assuming 75% of the Prepayment Assumption, as described under “Weighted Average Life of the Securities”) will be five years or less. The weighted average life to maturity for the notes calculated in accordance with the TALF prepayment assumptions is as follows:


Class		Weighted Average Life to Maturity
Class A-1 Notes
Class A-2 Notes
Class A-3 Notes
Class A-4 Notes

•

The CUSIP number for each class of notes will be as set forth in “Summary of Terms—CUSIP Numbers” in this prospectus supplement.

It is a condition to the issuance of the notes that the following actions will be taken on or prior to the closing date:

A nationally recognized certified public accounting firm that is registered with the Public Company Accounting Oversight Board has delivered an accountants’ report to the FRBNY in a form prescribed by the FRBNY within the time frame required by the FRBNY.

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	•		The sponsor will execute and deliver an undertaking to the FRBNY, in the form prescribed by the FRBNY, no later than four days before the closing date, under which the sponsor will agree to indemnify FRBNY and TALF LLC and their respective affiliates for certain losses.

	•		Each of the sponsor and the issuing entity will execute the “Certification as to TALF Eligibility” in the most recent form prescribed by the FRBNY as of the date of this prospectus supplement, a copy of which is attached to this prospectus supplement as [Appendix A].

	•		The sponsor will submit to the FRBNY the final credit rating letters from each of [Standard & Poor’s][,] [and] [Moody’s] [and Fitch] no later than 10:00 a.m. on the closing date.

On the closing date, any notes held by the depositor, the sponsor or any affiliate of the depositor or the sponsor will not be eligible collateral under TALF. For purposes of the foregoing determination, an “affiliate” of the depositor or the sponsor means any company that controls, is controlled by, or is under common control with, the depositor or the sponsor, respectively. A person or company controls a company if, among other things, it (1) owns, controls or holds with power to vote 25% or more of a class of voting securities of the company, or (2) consolidates the company for financial reporting purposes.

An investor in the notes must use a ~~primary dealer,~~TALF agent, which will act on behalf of the investor, to obtain a loan under TALF. The MLSA requires the related investor to enter into a customer agreement with a ~~primary dealer~~TALF agent setting forth the terms and conditions of the relationship between that ~~primary dealer~~TALF agent and that investor before the ~~primary dealer~~TALF agent will agree to act on behalf of the investor in connection with the related TALF loan.

[Ratings on the notes are expected to be monitored by each rating agency while the notes are outstanding.] If any rating for any class of notes is lowered or withdrawn by any rating agency rating the notes or is placed on review or watch for downgrade, then that class of notes will no longer be eligible collateral for a new TALF loan until, as applicable, the rating is reinstated to the highest long-term or short-term investment grade rating for such rating agency or such review or watch for downgrade is removed. Although the Certification as to TALF Eligibility requires the sponsor and the issuing entity to notify the FRBNY and all registered holders of the notes upon a determination that certain statements relating to eligibility have ceased to be correct, neither the sponsor nor the issuing entity is obligated to monitor the continuing accuracy of the characteristics of the assets set forth above or to recalculate the weighted average life of each class of notes based on actual prepayment experience after the closing date or the weighted average FICO score of the lessees or to take actions to cause any ratings assigned to a class of notes to be reinstated or such review or watch to be removed. See “Risk Factors— Loss of TALF Eligibility, the Requirements of the TALF Program or the Lack of Availability of a TALF Loan May Adversely Affect Your Financing Options and the Liquidity and Market Value of Your Notes”.]

THE NOTES

The following information summarizes material provisions of the notes and related provisions in the indenture. The following summary supplements the description of the general terms and provisions of the notes of any given series and the related indenture set forth in the accompanying prospectus, to which you should refer.

General

The notes will be issued pursuant to the terms of the indenture to be dated as of the closing date between the issuing entity and the indenture trustee for the benefit of the noteholders [and the swap

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counterparty]. We will file a copy of the indenture with the Securities and Exchange Commission (the“SEC”) after we issue the notes. Holders of the notes will have the right to receive payments made with respect to the leases and other assets in the issuing entity property and certain rights and benefits available to the indenture trustee under the indenture. [ ] will be the“indenture trustee”. You may contact the indenture trustee at [ ,] or by calling [ ].

All payments required to be made on the notes will be made monthly on each payment date, which will be the [ ] day of each month or, if that day is not a business day, then the next business day beginning [ ].

The indenture trustee will distribute principal and interest on each payment date to holders in whose names the notes were registered on the latest record date.

The original outstanding balance, interest rate and final scheduled payment date for each class of the notes offered hereby is set forth on the cover page to this prospectus supplement.

Distributions with respect to the certificate will be subordinated to distributions of principal of and interest on the notes to the extent described in “Description of the Transfer Agreements and the Administration Agreement—Priority of Payments” in this prospectus supplement.

Delivery of Notes

�� The offered notes will be issued in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof on or about the closing date in book-entry form through the facilities of The Depository Trust Company against payment in immediately available funds.

Payments of Interest

Interest on the unpaid outstanding balance of each class of notes will accrue at the applicable interest rate listed on the cover of this prospectus supplement and will be payable monthly on each payment date. Interest will accrue during each interest period at the applicable interest rate from and including the most recent payment date on which interest was paid (or from and including the closing date in the case of the first interest period) to but excluding the current payment date.

Interest will accrue and will be calculated on the various classes of notes as follows:

	•		Actual/360.Interest on the Class A-1 notes [and the Class A-4 notes] will be calculated on the basis of actual days elapsed during the applicable interest period, but assuming a 360-day year. This means that the interest due on each payment date for the Class A-1 notes [and the Class A-4 notes] will be the product of (i) the outstanding principal balance on the Class A-1 notes [and the Class A-4 notes], (ii) the related interest rate and (iii) the actual number of days since the previous payment date (or, in the case of the first payment date, since the closing date), divided by 360.

	•		30/360.Interest on the Class A-2 notes, the Class A-3 notes, [the Class A-4 notes] [and the Class B notes] will be calculated on the basis of a 360-day year of twelve 30-day months. This means that the interest due on each payment date for the Class A-2 notes, the Class A-3 notes, [the Class A-4 notes] [and the Class B notes] will be the product of (i) the outstanding principal balance of the related class of notes, (ii) the applicable interest rate and (iii) 30 (or in the case of the first payment date, ______), divided by 360.

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•

Interest Accrual Periods. Interest will accrue on the outstanding principal amount of each class of notes as of the close of business on the prior payment date, or in the case of the first payment date, the closing date. Interest accrued as of any payment date but not paid on that payment date will be payable on the next payment date, together with interest on such amount at the applicable interest rate (to the extent lawful).

Interest on each note will be paid to the person in whose name that note is registered on the record date. If the notes are issued as book-entry notes, then the“record date”is the close of business on the business day immediately preceding the applicable payment date. If the notes are issued as definitive notes, then the“record date”is the close of business on the last business day of the calendar month immediately preceding the calendar month in which the applicable payment date occurs. (The holders of record of the notes are referred to as“noteholders”in this prospectus supplement.) The final interest payment on each class of notes is due on the earlier of (a) the payment date (including any redemption date) on which the principal amount of that class of notes is reduced to zero or (b) the applicable final scheduled payment date for that class of notes. In this transaction, a“business day”will be any day other than a Saturday, a Sunday or a day on which banking institutions in the states of Delaware, Illinois, Michigan or New York [or the principal place of business of the swap counterparty] are authorized or obligated by law, executive order or government decree to be closed.

[A failure to pay the interest due on the notes [of the Controlling Class] on any payment date that continues for a period of [five] business days or more will result in an event of default.]See “Description of the Transfer Agreements and the Administration Agreement—Events of Default”in this prospectus supplement.

Payments of Principal

On each payment date, the noteholders collectively will be entitled to receive (to the extent funds are available therefore) the“Principal Distribution Amount”, which is an amount of principal equal to thesum of

	•		the First Priority Principal Distribution Amount (as defined in this prospectus supplement);

	•		[the Second Priority Principal Distribution Amount (as defined in this prospectus supplement);] and

	•		the Regular Principal Distribution Amount (as defined in this prospectus supplement).

Additionally, each of the notes is subject to redemption in whole, but not in part, on any payment date on which the sum of the amounts on deposit in the reserve account, after giving effect to all deposits and withdrawals on that payment date, would be sufficient to pay in full the aggregate unpaid note balance of all of the outstanding notes as determined by the servicer.

Notwithstanding the foregoing, the aggregate amount of principal paid in respect of a class of notes will not exceed its initial note balance.

On each payment date prior to the acceleration of the notes following an indenture default, principal payments on the notes will be made sequentially so that no principal will be paid on any class of notes until each class of the notes with a lower numerical designation has been paid in full. Thus, no principal will be paid on the Class A-2 notes until the principal on the Class A-1 notes has been paid in full, no principal will be paid on the Class A-3 notes until the principal on the Class A-2 notes has been paid in full, no principal will be paid on the Class A-4 notes until the principal on the Class A-3 notes has

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been paid in full[, and no principal will be paid on the Class B notes until the principal on the Class A-4 notes has been paid in full].

On any payment date, the“note balance”will equal the initial note balance for that class or classes, reduced by all payments of principal made on or prior to the payment date on that class or classes of notes.

On each payment date after the maturity of the notes has been accelerated following an indenture default, principal will be allocated first, to the Class A-1 notes until the Class A-1 notes are paid in full and then,pro rataamong all other classes of the notes until they have been paid in full. See “The Notes” and “Description of the Transfer Agreements and the Administration Agreement” in this prospectus supplement.

To the extent not previously paid prior to those dates, the outstanding principal amount of each class of notes will be payable in full on the payment date in the months specified below (each, a“final scheduled payment date”):

	•		for the Class A-1 notes, [ ] payment date;

	•		for the Class A-2 notes, [ ] payment date;

	•		for the Class A-3 notes, [ ] payment date;

	•		for the Class A-4 notes, [ ] payment date; and

	[•		for the Class B notes, [ ] payment date.]

The remaining outstanding balance of each class of notes will be due on the related final scheduled payment date for each class. Failure to pay the full principal amount of a class of notes by the applicable final scheduled payment date will be an event of default under the indenture.

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[Interest Rate Swap Agreement]

[On the closing date, the issuing entity will enter into an“interest rate swap agreement” consisting of the ISDA Master Agreement, the schedule thereto, the credit support annex thereto, if applicable, and the confirmation with the swap counterparty to hedge the floating interest rate risk on the [Class A-4 notes]. All terms of the interest rate swap agreement will be acceptable to each rating agency listed under “Summary of Terms—Ratings” above. The interest rate swap for the [Class A-4 notes] will have an initial notional amount equal to the initial Note Balance of the [Class A-4 notes] on the closing date and will decrease by the amount of any principal payments on the [Class A-4 notes]. The notional amount of the interest rate swap at all times that the interest rate swap is in place will be equal to the Note Balance of the [Class A-4 notes].

In general, under the interest rate swap agreement on each payment date, the issuing entity will be obligated to pay the swap counterparty a per annum fixed rate payment based on a fixed rate of [ ]% times the notional amount of the interest rate swap and the swap counterparty will be obligated to pay a per annum floating rate payment based on the interest rate of the [Class A-4 notes] times the same notional amount. Payments on the interest rate swap will be exchanged on a net basis. The payment

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obligations of the issuing entity to the swap counterparty under the interest rate swap agreement are secured under the indenture by the same lien in favor of the indenture trustee that secures payments to the noteholders. A Net Swap Payment made by the issuing entity ranks higher in priority than all payments on the notes.

An event of default under the interest rate swap agreement includes, among other things:

	•		failure to make payments due under the interest rate swap agreement; or

	•		the occurrence of certain bankruptcy and insolvency events of the issuing entity or the swap counterparty.

			A termination event under the interest rate swap agreement includes, among other things:

	•		illegality of the transactions contemplated by the interest rate swap agreement;

	•		the issuing entity amends any transaction document without the prior consent of the swap counterparty if such consent is required under the transaction documents;

	•		any redemption, acceleration, auction, clean-up call or other prepayment in full, but not in part, of the notes under the indenture or any event of default under the indenture caused by the failure of the issuing entity to make a payment or maintain solvency that results in certain rights or remedies being exercised with respect to the collateral;

	•		failure of the swap counterparty to provide financial information as required by Regulation AB as specified in the interest rate swap agreement, which failure may not constitute a termination event if the swap counterparty;

	•		determines in good faith that it is unable to provide that financial information; and

	•		assigns its rights and obligations under the interest rate swap agreement to a substitute swap counterparty that is able to provide that information and that satisfies the Rating Agency Condition;

	•		failure of the swap counterparty to maintain its credit rating at certain levels required by the interest rate swap agreement, which failure may not constitute a termination event if the swap counterparty, among other things:

	•		posts collateral;

	•		assigns its rights and obligations under the interest rate swap agreement to a substitute swap counterparty that satisfies the Rating Agency Condition; or

	•		obtains an unconditional guarantee or other similar assurance in respect of the swap counterparty’s obligations under the interest rate swap agreement that satisfies the Rating Agency Condition.

Upon the occurrence of any event of default or termination event specified in the interest rate swap agreement, the non-defaulting or non-affected party may elect to terminate the interest rate swap agreement. If the interest rate swap agreement is terminated due to an event of default or a termination event, a Swap Termination Payment under the interest rate swap agreement may be due to the swap

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counterparty by the issuer out of Available Funds. Any Swap Termination Payment that constitutes a Subordinate Swap Termination Payment will be subordinated to payments of principal of and interest on the notes and any Swap Termination Payment that constitutes a Senior Swap Termination Payment will be paid pari passu with interest on the Class A notes. The amount of any Swap Termination Payment may be based on the actual cost or market quotations of the cost of entering into a similar swap transaction or such other methods as may be required under the interest rate swap agreement, in each case in accordance with the procedures set forth in the interest rate swap agreement. Any Swap Termination Payment could if market rates or other conditions have changed materially, be substantial. If a replacement interest rate swap agreement is entered into, any payments made by the replacement swap counterparty in consideration for replacing the swap counterparty, will be applied to any Swap Termination Payment owed to the swap counterparty, under the interest rate swap agreement to the extent not previously paid.]

DESCRIPTION OF THE TRANSFER AGREEMENTS AND THE ADMINISTRATION
AGREEMENT

The following information summarizes material provisions of the“SUBI Sale Agreement”entered into between VW Credit and the depositor, the“SUBI Transfer Agreement”entered into between the depositor and the issuing entity, the“base servicing agreement”entered into between the Origination Trust and the servicer and the“Transaction SUBI Servicing Supplement”entered into between the Origination Trust, the servicer and the SUBI trustee and the“indenture”entered into between the issuing entity and the indenture trustee. We sometimes refer to these agreements collectively as the “transfer agreements.” The following information also summarizes the“administration agreement”entered into among the issuing entity, VW Credit and the indenture trustee. The following summary supplements the description of the general terms and provisions of these agreements set forth in the prospectus in the section titled “The Transaction Documents”, to which reference is hereby made.

We will file a copy of the actual transfer agreements and the administration agreement with the SEC after we issue the notes. This is not a complete description of the transfer agreements or the administration agreement, and the summaries of the transfer agreements and the administration agreement in this prospectus supplement are subject to all of the provisions of the transfer agreements and the administration agreement.

Sale and Assignment of the Transaction SUBI and Related Security Interests

Under the SUBI Sale Agreement, VW Credit will sell, transfer, assign and otherwise convey to the depositor all of its right, title and interest in, to and under the Transaction SUBI Certificate and the related beneficial interest in the Included Units. The SUBI Sale Agreement will create a first priority security interest in that property in favor of the depositor.

Under the SUBI Transfer Agreement, the depositor will sell, transfer, assign and otherwise convey to the issuing entity all of its right, title and interest in, to and under the Transaction SUBI Certificate and the related beneficial interest of the Included Units. The SUBI Transfer Agreement will create an ownership/first priority security interest in that property in favor of the issuing entity.

Under the indenture, the issuing entity will pledge all of its right, title and interest in, to and under the issuing entity property to the indenture trustee. The terms of the indenture create a first priority perfected security interest in the issuing entity property in favor of the indenture trustee for the benefit of the noteholders.

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Collection and Other Servicing Procedures

Currently, the servicer uses fiscal months rather than calendar months. Each fiscal month is either four or five weeks and generally begins on a Sunday and ends on a Saturday. The servicer uses fiscal months rather than calendar months to assure that each month ends on a weekend, which facilitates an easier internal end of month accounting cutoff. Because the fiscal month does not precisely correspond to the calendar month, a particular fiscal month (for example, the June fiscal month) may include one or more days of the preceding calendar month (for example, a few days of May) at the beginning of the fiscal month and/or a few days of the next calendar month (for example, a few days of July). Fiscal months are determined from time to time by the servicer. Each“collection period”will be the period commencing on the first day of each fiscal month of the servicer and ending on the last day of such fiscal month (or in the case of the initial collection period, the period commencing on the close of business on the cutoff date and ending on [ ]). The servicer may elect in the future to have its fiscal months coincide with calendar months. It is expected that there generally will be a greater amount of collections received and paid in the aggregate to investors on a payment date relating to a five week collection period then a payment date relating to a four week collection period.

Administration Agreement

VW Credit will be the administrator under the administration agreement. The administrator will perform all of its duties as administrator under the administration agreement, the indenture, the trust agreement and other related agreements as well as certain duties and obligations of the issuing entity and the owner trustee under those agreements. However, except as otherwise provided in those agreements, the administrator will have no obligation to make any payment required to be made by the issuing entity under the agreements. The administrator will monitor the performance of the issuing entity and the owner trustee and will advise those parties when action is necessary to comply with their duties and obligations under the administration agreement, the indenture, the trust agreement and other related agreements. In furtherance of the foregoing, the administrator will take all appropriate action that is the duty of the issuing entity and the owner trustee to take pursuant to the those agreements.

The Accounts

The issuing entity will have the following bank accounts, which initially will be maintained at and will be maintained in the name of the indenture trustee on behalf of the noteholders:

	•		the collection account;

	•		the principal distribution account;

	•		the reserve account[; and

	•		the pre-funding account].

The Collection Account

On or prior to the closing date, a“collection account”will be established for the benefit of the noteholders into which an amount equal to the Collections on or in respect of the leases and other Available Funds will generally be deposited. The collection account will be under the sole control of the indenture trustee until the outstanding note amount is reduced to zero. As more fully described under “The Transaction Documents — Collections” in the accompanying prospectus, an amount equal to the Collections received and other Available Funds generally will be deposited by the servicer into the

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collection account within two business days after identification by the servicer. If the monthly remittance condition is satisfied, however, the servicer will deposit an amount equal to all Collections into the collection account on the related payment date. The“monthly remittance condition”will be satisfied if (i) VW Credit is the servicer, (ii) no servicer replacement event has occurred and is continuing and (iii) (x) Volkswagen AG has a short-term debt rating of at least “P-1” from Moody’s and “A-1” from Standard & Poor’s, (y) both Moody’s and Standard & Poor’s are then rating a debt issuance of Volkswagen Group of America or VW Credit (and, in the case of VW Credit, that debt issuance is guaranteed by Volkswagen AG) and (z) VW Credit remains a direct or indirect wholly-owned subsidiary of Volkswagen AG. See “The Transaction Documents — Collections” in the accompanying prospectus. Notwithstanding the foregoing, the servicer may remit Collections to the collection account on any other remittance schedule (but not later than the related payment date) if each rating agency has confirmed in writing that such alternate remittance schedule will not cause the rating agency to downgrade, qualify or withdraw its rating assigned to the notes.

On each payment date, the paying agent (which initially will be the indenture trustee) will transfer the sum of all Available Funds for the related collection period from the collection account and apply such amounts in the priority as set forth under “Description of the Transfer Agreements and the Administration Agreement — Priority of Payments” in this prospectus supplement.

The Principal Distribution Account

On each payment date, payments will be made to the principal distribution account by the paying agent. Such amount on deposit in the principal distribution account will be distributed to the noteholders in accordance with each noteholder’s right to receive payments of principal.

The Reserve Account

The reserve account will be established in the name of the indenture trustee for the benefit of the noteholders [and the swap counterparty.] On each payment date, amounts on deposit in the reserve account will be available to the extent Available Funds are insufficient to make certain of the distributions described under “Description of the Transfer Agreements and the Administration Agreement —Priority of Payments” in this prospectus supplement. The reserve account will be under the sole control of the indenture trustee until the outstanding note amount is reduced to zero.

The reserve account will be funded by a deposit from proceeds of the offering of the notes on the closing date in an amount equal to $[ ] (the“Targeted Reserve Account Balance”), representing [ ]% of the aggregate initial Securitization Value of the assets allocated to the Transaction SUBI as of the cutoff date. The reserve account and all amounts on deposit in the reserve account will be pledged to the indenture trustee.

On each payment date, the indenture trustee will withdraw funds from the reserve account in an amount equal to the lesser of (1) any amount by which the Available Funds for that payment date are less than the amounts required to be paid underclauses (a)through([g])of the Payment Waterfall or (2) the amount on deposit in the reserve account after giving effect to all deposits thereto on that payment date for distribution in accordance with the Payment Waterfall.

On any payment date on which the amount on deposit in the reserve account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that payment date, exceeds the Targeted Reserve Account Balance, the indenture trustee will release any of that excess to or at the direction of the holder of the issuing entity’s certificate (initially, the depositor). In addition, if on any payment date the amount on deposit in the reserve account, after giving effect to all withdrawals therefrom and deposits

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thereto in respect of that payment date would be sufficient to pay in full the aggregate unpaid principal amount of all notes then outstanding, that amount will be used to redeem the then outstanding notes on that payment date.

[Pre-Funding Account]

[On the closing date, $[ ] will be deposited from the proceeds of the sale of the notes into the pre-funding account which will be included in the issuing entity property. The amount deposited from the proceeds of the sale of the notes into the pre-funding account is not more than 50% of the proceeds of the offering and represents % of the initial pool balance (including the expected aggregate principal balance of the subsequent leases). In order to acquire subsequent beneficial interest in additional leases on a Funding Date, certain conditions precedent must be satisfied and the subsequent leases and leased vehicles must satisfy the same eligibility criteria as the leases included to the Included Units issuing entity on the closing date. The amount of funds withdrawn from the pre-funding account for the acquisition of subsequent leases and leased vehicles on a Funding Date will be equal to the [ ] with respect to such subsequent leases and leased vehicles. The underwriting criteria for subsequent leases and leased vehicles are substantially the same as those for the initial leases and leased vehicles and thus it is expected that the characteristics of the subsequent leases and leased vehicles acquired through the pre-funding account will not vary materially from the characteristics of the lease pool on the closing date.

On the first payment date following the termination of the Funding Period, the indenture trustee will withdraw any remaining funds on deposit in the pre-funding account (excluding investment earnings or income) and pay those remaining funds to the noteholders in sequential order of priority beginning with the Class A-1 notes, if the aggregate of those amounts is $100,000 or less. If the remaining funds in the pre-funding account exceed $100,000, the funds will be paid ratably to the Class A noteholders, until the Class A notes are paid in full[, and then ratably to the Class B noteholders, until the Class B notes are paid in full].

Amounts on deposit in the pre-funding account will be invested by the indenture trustee at the direction of the servicer in permitted investments and investment earnings therefrom will be deposited into the collection account as Available Funds on each payment date. Permitted investments are generally limited to obligations or securities that mature on or before the next payment date. However, if the Rating Agency Condition is satisfied, funds in the pre-funding account may be invested in investments that will not mature prior to the next payment date with respect to such notes and which meet other investment criteria.

In connection with each purchase of subsequent leases, officers on behalf of the servicer, the seller and the issuing entity will certify that the requirements summarized above are met with regard to that prefunding. Neither the rating agencies listed under “Summary of Terms—Ratings” above nor any other person (other than the servicer, the seller and the issuing entity) will provide independent verification of that certification.]

Maintenance of the Accounts

The reserve account, the collection account[the swap termination payment account and the swap collateral account] and the principal distribution account are required by the transaction documents to be eligible accounts. An“eligible account”is either (a) a segregated account with an eligible institution or (b) a segregated trust account with the corporate trust department of a depository institution acting in its fiduciary capacity which is organized under the laws of the United States or any state or the District of Columbia (or any domestic branch of a foreign bank) having corporate trust powers and acting as trustee for funds deposited in such account and which has at least an investment grade long-term unsecured debt

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rating from each rating agency. An“eligible institution”is a depository institution or trust company which is organized under the laws of the United States or any state or the District of Columbia (or any domestic branch of a foreign bank), which at all times has either (i) a long-term senior unsecured debt rating of at least “Aa2” or “AA-” by each rating agency or (ii) a certificate of deposit rating of “P-1” or “A-1+” (as applicable) by each rating agency or (iii) any other long-term senior unsecured debt rating or certificate of deposit rating that is acceptable to each rating agency. To be an “eligible institution,” the institution must also have deposits insured by the Federal Deposit Insurance Corporation.

If the requirements summarized above are satisfied, the accounts may be maintained at the owner trustee, the indenture trustee or any of their affiliates. The reserve account, the principal distribution account and the collection account [and the swap termination payment account and the swap collateral account] initially will be maintained with the indenture trustee. If the indenture trustee at any time is not an eligible institution or if the reserve account, collection account and the principal distribution account [the swap termination payment account and the swap collateral account] are not otherwise eligible accounts, the administrator will (with the assistance of the indenture trustee) as necessary, cause the accounts to be moved to an eligible account.

On the payment date on which all notes have been paid in full and after the discharge of the indenture following payment of any remaining obligations of the issuing entity under the transaction documents, any amounts remaining on deposit in the collection account, the reserve account and the principal distribution account [the swap termination payment account and the swap collateral account]—after giving effect to all withdrawals and deposits in respect of that payment date—will be paid to the holder of the issuing entity’s certificate, which initially will be the depositor.

Permitted Investments

When funds are deposited in the collection account and the reserve account, they will be invested and reinvested by the indenture trustee at the direction of the administrator in one or more permitted investments maturing no later than the day before the next payment date.“Permitted investments”will be limited to highly-rated investments that meet criteria established by each rating agency.

All net investment earnings from the investment of funds on deposit in the collection account in respect of the related collection period will be Available Funds distributed in accordance with the Payment Waterfall, and all net investment earnings received from the investment of funds on deposit in the reserve account will be considered amounts on deposit in the reserve account and will be either reinvested in permitted investments or will be distributed as described above under “—The Reserve Account.” [All net investment earnings received from the investment of funds on deposit in the Swap Termination Payment Account, if any, will be considered amounts on deposit in the Swap Termination Payment Account and will be distributed as described above under “—The Swap Termination Payment Account.”]

Payments on the Notes

General

On the [second] business day preceding each payment date (each, a“determination date”), the servicer will deliver a report to the indenture trustee, the issuing entity, the administrator and each paying agent which includes, among other information, the amount of (a) Collections, (b) advances to be made by the servicer and included in Available Funds and (c) the servicing fee payable to the servicer and the administration fee payable to the administrator, in each case with respect to the related collection period. A“collection period”is the period commencing on the first day of each fiscal month of the servicer and

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ending on the last day of that fiscal month; however, the initial collection period will begin on the close of business on the cutoff date and will end on [ , ]. For any payment date, the“related collection period”is the collection period which precedes that payment date. For a more detailed discussion of collection periods, please see “— Collection and Other Servicing Procedures” above. On or before each determination date, the servicer will also determine the Principal Distribution Amount and, based on the Available Funds and other amounts available for distribution on the related payment date as described below, the amount to be distributed to the noteholders.

The paying agent will make distributions to the noteholders out of amounts on deposit in the collection account and the principal distribution account (including amounts transferred from the reserve account). The amount to be distributed to the servicer, the noteholders and other parties will be determined in the manner described below.

Determination of Available Funds

The amount of funds available for distribution on a payment date will generally equal the sum of the Available Funds and amounts on deposit in the reserve account.

“Available Funds”for a payment date and the related collection period will be an amount equal to the sum of (1) the Collections received by the servicer during that collection period, (2) advances made by the servicer on that payment date, (3) any repurchase payments made by VW Credit and (4) [all investment earnings (if any) on amounts on deposit in the collection account for the related collection period] [and (5) any net swap payments, if any (other than Swap Termination Payments deposited into the swap termination payment account, (6) amounts on deposit in the swap termination payment account or swap replacement proceeds (to the extent required to be included in Available Funds, as described above in “The Notes — Interest Rate Swap Agreement”)].

“Collections”means, with respect to any collection period, all monthly lease payments on any lease, Sales Proceeds in respect of any leased vehicle, Pull-Ahead Amounts, excess wear and use charges, excess mileage charges and any other payments, receipts or Recoveries (including any residual value insurance proceeds and other insurance proceeds) by or on behalf of any lessee or otherwise with respect to an Included Unitother than:

	•		Supplemental Servicing Fees;

	•		payments allocable to sales, use or other taxes (which will be collected by the servicer and remitted to the applicable governmental authority or used to reimburse the servicer for payment of those amounts in accordance with the servicer’s customary servicing practices);

	•		payments allocable to premiums for force-placed insurance policies purchased by the servicer on behalf of any lessee (which will be collected by the servicer and remitted to the applicable insurance company (or if those amounts were paid by the servicer, to the servicer) in accordance with the servicer’s customary servicing practices);

	•		payments allocable to fines for parking violations incurred by any lessee but assessed to the origination trust as the owner of the related leased vehicle (which will be collected by the servicer and remitted to the applicable governmental authority (or if those amounts were paid by the servicer, to the servicer) in accordance with the customary servicing practices); and

	•		rebates of premiums with respect to the cancellation of any insurance policy or service contract.

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“Pull-Ahead Amount”means, with respect to any vehicle allocated to the Transaction SUBI and the related lease, an amount equal to (a) thesum of(i) any due and unpaid payments under that leaseplus(ii) the monthly payment amount times the number of monthly payments not yet due with respect to that leaseminus(b) any unearned rent charges calculated under the scheduled actuarial method under that lease.

“Recoveries”means, with respect to any lease or leased vehicle that has become a defaulted lease, all monies collected by the servicer (from whatever source, including, but not limited to, proceeds of a deficiency balance or insurance proceeds recovered after the charge-off of the related lease) on such defaulted lease, net of any expenses incurred by the servicer in connection therewith, Supplemental Servicing Fees and any payments required by law to be remitted to the lessee.

“Sales Proceeds”means, with respect to any leased vehicle, an amount equal to the aggregate amount of proceeds received by the servicer from the purchaser in connection with the sale or other disposition of that leased vehicle, net of any and all out-of-pocket costs and expenses incurred by the servicer in connection with that sale or other disposition, including without limitation, all repossession, auction, painting, repair and any and all other similar liquidation and refurbishment costs and expenses.

“Supplemental Servicing Fees”means any and all (i) late fees, (ii) extension fees, (iii) prepayment charges, (iv) early termination fees or any other fees paid to the servicer in connection with the termination of any lease (other than monthly lease payments and excess wear and use charges and excess mileage charges), (v) non-sufficient funds charges and (vi) any and all other administrative fees or similar charges allowed by applicable law received by or on behalf of the servicer, the issuing entity, the depositor or the origination trust with respect to any Unit.

Advances

On each payment date, the servicer will be obligated to deposit into the collection account an advance in an amount equal to the lesser of (1) any shortfall in the amounts available to make the payments described in clauses(a)through[(g)]of the Payment Waterfall and (2) the aggregate scheduled monthly lease payments due on Included Units but not received (or not received in full) during and prior to the related collection period (an“advance”).

However, the servicer will not be obligated to make an advance if the servicer reasonably determines in its sole discretion that such advance is not likely to be repaid from future cash flows from the Transaction SUBI assets. No advances will be made with respect to defaulted leases. In making advances, the servicer will assist in maintaining a regular flow of scheduled principal and interest payments on the leases, rather than guaranteeing or insuring against losses. Accordingly, all advances will be reimbursable to the servicer, without interest, from Available Funds prior to any distributions on the notes. See “Description of the Transfer Agreements and the Administration Agreement —Priority of Payments” in this prospectus supplement.

Servicer Certificate

The issuing entity will cause the servicer to agree to deliver to the indenture trustee, the administrator and each paying agent, if any, on the second business day preceding the related payment date, a certificate (the“Servicer Certificate”) including, among other things, the following information with respect to such payment date and the related collection period:

(i) the amount of Collections for that collection period;

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(ii) the amount of Available Funds for that collection period;

(iii) the amount of interest accrued since the preceding payment date on each class of notes;

(iv) the Class A-1 note balance, the Class A-2 note balance, the Class A-3 note balance, the Class A-4 note balance [and the Class B note balance], in each case before giving effect to payments on that payment date;

(v) (A) the amount on deposit in the reserve account and the Targeted Reserve Account Balance, each as of the beginning and end of the related collection period, (B) the amount deposited in the reserve account in respect of that payment date, if any, (C) the amount, if any, to be withdrawn from the reserve account on that payment date, (D) the balance on deposit in the reserve account on that payment date after giving effect to withdrawals therefrom and deposits thereto in respect of that payment date and (E) the change in that balance from the immediately preceding payment date;

(vi) the aggregate amount being paid on that payment date in respect of interest on and principal of each class of the notes;

(vii) the First Priority Principal Distribution Amount, [the Second Priority Principal Distribution Amount] and the Regular Principal Distribution Amount for that payment date;

(viii) the note factor for each class of the notes, after giving effect to distributions to the noteholders on that payment date;

(ix) the amount of advances by the servicer included in Available Funds for that collection period;

(x) the amount of any Payment Date Advance Reimbursement for that collection period;

(xi) the amounts released to the holders of the issuing entity’s certificate (which initially will be the depositor) on that payment date;

(xii) the servicing fee and the administration fee for that collection period;

(xiii) the aggregate amount of residual losses and credit losses for that collection period;

(xiv) amounts paid by the issuing entity to the indenture trustee, the owner trustee or any origination trustee with respect to trustee fees, expenses or indemnifications;

[(xv) the amount of the Swap Payments and the Swap Termination Payments received, if any, by the issuing entity from the Swap Counterparty]under the Swap Agreement,]

[(xvi) the amount of the swap payments and the swap termination payments, if any, due to the swap counterparty under the swap agreement,]

(xvii) delinquency and loss information for the collection period,

(xviii) any material change in practices with respect to charge-offs, collection and management of delinquent leases, and the “effect of any grade period, re-aging, re-structure, partial payments or other practices on delinquency and loss experience,

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(xix) any material breaches of representations, warranties or covenants contained in the leases,

(xx) any new issuance of notes or other securities backed by the Included Units,

(xxi) any material additions, removals or substitutions of Included Units, repurchases of Included Units,

(xxii) any material change in the underwriting, origination or acquisition of leases,

(xxiii) the aggregate Securitization Value of the Included Units, and the aggregate Base Residual Value of the Included Units,

(xxiv) the number of Included Units at the beginning and at the end of that collection period,

(xxv) the number and Securitization Value of vehicles turned-in by lessees at the end of the related lease terms,

(xxvi) the number and Securitization Value of Included Units for which a Pull-Ahead Amount has been paid to the issuing entity during that collection period,

(xxvii) a summary of material modifications, extensions or waivers, if any, to the terms of the leases related to the Included Units during that collection period, or since the closing date, if such modifications, extensions or waivers have become material over time,

(xxviii) a summary of material breaches of representations or warranties related to eligibility criteria for the Units, together with the number and aggregate Securitization Value of repurchased Included Units in connection with such breaches during that collection period,

(xxix) the number and aggregate Securitization Value of repurchased Included Units in connection with a Postmaturity Term Extension, and

(xxx) a summary of any material breach by the issuing entity of covenants contained in the transfer agreements.

Each amount set forth pursuant to clauses (iii), (iv), (vi) and (vii) above will be expressed in the aggregate and as a dollar amount per $1,000 of original principal amount of a note.

The indenture trustee has no duty or obligation to verify or confirm the accuracy of any of the information or numbers set forth in the Servicer Certificate delivered to the indenture trustee, and the indenture trustee will be fully protected in relying upon the Servicer Certificate.

Priority of Payments

On each payment date prior to an acceleration of the maturity of the notes following an indenture default, the paying agent in accordance with the related Servicer Certificate described above under “Servicer Certificate” and pursuant to the instructions of the servicer, will transfer all Available Funds from the collection account and will make the following deposits and distributions in the following amounts and order of priority:

(a) to the servicer, the Payment Date Advance Reimbursement;

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(b)pro rata, to the servicer and the administrator, the servicing fee and administration fee, respectively, together with any unpaid servicing fees and administration fees in respect of one or more prior collection periods, respectively;

[(c) the net amount, if any, to be paid under the Swap Agreement to the Swap Counterparty,]

(d)pro rata, to the Class A noteholders, to pay interest due on the outstanding Class A notes on that payment date (including overdue interest), [termination payments due under the [Swap] Agreement to the [Swap Counterparty] and, to the extent permitted under applicable law, interest on any overdue interest thereon at the applicable interest rate];

(e) (i) to the principal distribution account, the First Priority Principal Distribution Amount for that payment date, if any, which will be allocated to pay principal on the notes, first, to the Class A-1 notes, until they have been paid in full, second, to the Class A-2 notes, until they have been paid in full, third, to the Class A-3 notes, until they have been paid in full and fourth and to the Class A-4 notes until they have been paid in full, unless the maturity of the notes has been accelerated following an indenture default, or (ii) if the maturity of the notes has been accelerated following an indenture default (unless and until such acceleration has been rescinded), the principal payments (A) first, to the Class A-1 notes and then second, pro rata, to the Class A-2 notes, the Class A-3 notes and to the Class A-4 notes until they have been paid in full;

(f)pro rata, to the Class B noteholders, to pay interest due on the outstanding Class B notes on that payment date (including overdue interest), and to the extent permitted under applicable law, interest on any overdue interest thereon at the applicable interest rate;

(g) [(i) to the principal distribution account, the Second Priority Principal Distribution Amount for that payment date, if any, which will be allocated to pay principal on the notes, first to the Class A-1 notes, until they have been paid in full, second, to the Class A-2 notes, until they have been paid in full, third, to the Class A-3 notes, until they have been paid in full, fourth, to the Class A-4 notes, until they have been paid in full and fifth, [to the Class B notes until they have been paid in full], unless the maturity of the notes has been accelerated following an indenture default, or (ii) if the maturity of the notes has been accelerated following an indenture default (unless and until such acceleration has been rescinded), the principal payments (A) first, to the Class A-1 notes, then second, pro rata, to the Class A-2 notes, the Class A-3 notes and the Class A-4 until they have been paid in full [and third, to the Class B notes];

(h) to the reserve account [unless the maturity of the notes has been accelerated following an indenture default], until the amount of funds in the reserve account is equal to the Targeted Reserve Account Balance;

(i) to the principal distribution account, the Regular Principal Distribution Amount for that payment date, if any, which will be allocated to pay principal on the notes first, to the Class A-1 notes, until they have been paid in full, second, to the Class A-2 notes, until they have been paid in full, third, to the Class A-3 notes, until they have been paid in full, fourth, to the Class A-4 notes, until they have been paid in full [and fifth, to the Class B notes until they have been paid in full], unless the maturity of the notes has been accelerated following an indenture default, or if the maturity of the notes has been accelerated following an indenture default (unless and until such acceleration has been rescinded), the principal payments (A) first to the Class A-1 notes, until they have been

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paid in full, then second, pro rata, to the Class A-2 notes, the Class A-3 notes and the Class A-4 notes until they have been paid in full, [and third, to the Class B notes, until they have been paid in full];

(j) to pay all amounts due as compensation or indemnification payments to the indenture trustee, the owner trustee or the Transaction SUBI trustee which have not been previously paid pursuant to the transaction documents; and

(k) any remaining funds will be distributed to or at the direction of the holder of the issuing entity’s certificate, which initially will be the seller.

Upon and after any distribution to the holder of the issuing entity’s certificate of any amounts, the noteholders will not have any rights in, or claims to, those amounts. Upon acceleration of the maturity of the notes following an indenture default, payments and deposits will be made on each payment date in the order of priority specified in “— Priority of Payments May Change Upon an Event of Default.”

The foregoing list of distributions from the collection account on each payment date is referred to as the“Payment Waterfall.”

The“Payment Date Advance Reimbursement”for a payment date will equal the sum of all outstanding advances made by the servicer prior to that payment date.

For the purposes of this prospectus supplement, the following terms will have the following meanings:

“First Priority Principal Distribution Amount”means, with respect to any payment date, an amount not less than zero, equal to (a) the aggregate outstanding principal amount of the Class A notes as of the preceding payment date (after giving effect to any principal payments made on the notes on that preceding payment date),minus(b) the aggregate Securitization Value at the end of the collection period preceding that payment date;provided,however, that the First Priority Principal Distribution Amount on and after the final scheduled payment date of any class of the notes will not be less than the amount that is necessary to reduce the aggregate outstanding principal amount of that class of notes to zero.

“Second Priority Principal Distribution Amount”will mean, with respect to any payment date, an amount not less than zero, equal to (a) the aggregate outstanding principal amount of the notes as of the preceding payment date (after giving effect to any principal payments made on the notes on that preceding payment date),minus(b) the aggregate Securitization Value at the end of the collection period preceding that payment dateminus(c) the First Priority Principal Distribution Amount;provided, however, that the Second Priority Principal Distribution Amount on and after the final scheduled payment date of any class of the notes will not be less than the amount that is necessary to reduce the aggregate outstanding principal amount of that class of notes to zero.

“Regular Principal Distribution Amount”means, with respect to any payment date, an amount not less than zero, equal to the difference between (a) the excess, if any, of (i) the aggregate outstanding principal amount of the notes as of the preceding payment date (after giving effect to any principal payments made on the notes on that preceding payment date)over(ii) the Targeted Note Balanceminus(b) the First Priority Principal Distribution Amount, if any, with respect to that payment date.

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“Targeted Note Balance”means, with respect to any payment date, the excess, if any, of (x) the aggregate Securitization Value at the end of the collection period preceding that payment dateover(y) the Targeted Overcollateralization Amount with respect to that payment date.

“Targeted Overcollateralization Amount”means $[ ].

None of the noteholders, the indenture trustee, the owner trustee, the depositor, the administrator or the servicer will be required to refund any amounts properly distributed or paid to them, whether or not there are sufficient funds on any subsequent payment date to make in full distributions to the noteholders.

Subordinated Certificate

The certificate [will have an initial principal balance of $[ ] (approximately [ ]% of the aggregate initial principal amount of the notes and the certificate) and] will be subordinated to the notes to provide credit enhancement for the notes. [No payments will be made on the certificate until the notes have been paid in full.] The certificate is not offered to you under this prospectus supplement.

Overcollateralization

Overcollateralization is the amount by which the aggregate Securitization Value of the assets allocated to the Transaction SUBI exceeds the outstanding principal amount of the notes. Overcollateralization means that there will be additional assets generating collections that will be available to cover credit losses and residual losses on the leases and related leased vehicles allocated to the Transaction SUBI. The initial amount of overcollateralization will be $ [ ], or [ ]% of the initial Securitization Value of the Transaction SUBI assets as of the cutoff date.

[Insert financial information for any credit enhancement provider liable or contingently liable to provide payments representing 10% or more of the cash flow supporting the notes in accordance with Item 1114(b) of Regulation AB.]

Fees and Expenses

The fees and expenses paid or payable from Available Funds are set forth in the table below. Those fees and expenses are paid on each payment date as described above under “—Priority of Payments”.


		Party	Priority in
Type of Fee	Amount of Fee	Receiving Fee	Distribution
Servicing Fee⁽¹⁾	Product of (a) one-twelfth (or, in the case of the initial collection period, one-sixth), (b) [1.00]% and (c) the aggregate Securitization Value of all Included Units as of the beginning of that collection period, or in the case of the first payment date, at the cutoff date²	servicer	Payable pro rata with administration fees prior to payment of [net amounts due to the swap counterparty and] interest and principal on the notes

Administration Fee	$[___] as compensation for its services during the preceding collection period	administrator	Payable pro rata with servicing fees prior to payment of [net amounts due to the swap counterparty and] interest and principal on the notes

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[Net amounts due to the Swap Counterparty]	[Net amount due on each payment date from the issuing entity to the swap counterparty under the Swap Agreement for the related Collection Period]	[swap counterparty]	[Payable prior to payment of interest and principal on the notes]

[Swap termination payments]	[Market value of the Swap Agreement based on market quotations of the cost of entering into interest rate swap agreements with the same terms and conditions that would have the effect of preserving the full payment obligations of the parties in accordance with the procedures set forth in the Swap Agreement.]	[swap counterparty]	[Payable pari passu with payment of interest on the notes]

Unpaid Indenture Trustee Compensation or Indemnification Payments⁽¹⁾	$[___] as compensation for its services on a per annum basis and any indemnification amounts due under the transaction documents to the extent not paid under the transaction documents	indenture trustee	Payable following payment of interest and principal on the notes and funding of the reserve account

Unpaid Owner Trustee Compensation or Indemnification Payments⁽¹⁾	$[___] as compensation for its services on a per annum basis and any indemnification amounts due under the transaction documents to the extent not paid under the transaction documents	owner trustee	Payable following payment of interest and principal on the notes and funding of the reserve account

Unpaid SUBI Trustee Compensation or Indemnification Payments⁽¹⁾	$[___] as compensation for its services on a per annum basis and any indemnification amounts due under the transaction documents to the extent not paid under the transaction documents	SUBI trustee	Payable following payment of interest and principal on the notes and funding of the reserve account


⁽¹⁾		VW Credit, as the administrator pursuant to the administration agreement or as the servicer pursuant to the Servicing Agreement, as applicable, is required to pay fees, expenses and indemnity payments of the indenture trustee, the owner trustee and the SUBI trustee. However, to the extent that the administrator or the servicer fails to make these payments, fees, expenses and indemnity payments will be paid out of Available Funds to the extent they have not been previously paid when due.

⁽²⁾		[Reimbursable Expenses will be paid to the servicer on any day after the servicer supplies the origination trustee and indenture trustee with an officer’s certificate setting forth the calculations for such Reimbursable Expenses. See [“Description of the Transfer Agreements and the Administration Agreement—The Accounts—The Collection Account” in this prospectus supplement.] The formula for calculating Reimbursable Expenses may not be changed without the consent of all of the holders of the notes then outstanding and delivery of an opinion of counsel as to certain tax matters. See “Description of the Transfer Agreements and the Administration Agreement —Amendment Provisions” in this prospectus supplement.]

The Transaction SUBI Servicing Supplement also provides that on or before April 30th of each year the servicer will deliver to each of the rating agencies, the issuing entity and the indenture trustee a

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certificate of an officer of the servicer with respect to certain Plans that are subject to ERISA and maintained or sponsored by the servicer or any of its ERISA affiliates.

Redemption of the Notes

In order to avoid excessive administrative expenses, the depositor will have the right at its option to purchase the Transaction SUBI Certificate from the issuing entity on any payment date if the then-outstanding aggregate note balance is less than or equal to [10]% of the initial note balance. The exercise of that option by the depositor is referred to in this prospectus supplement as the“optional purchase.”The purchase price for the Transaction SUBI Certificate will equal the unpaid outstanding principal amount of the notes, together with accrued interest on the notes to (but not including) the date fixed for redemption [plus all payments due to the swap counterparty], which amount will be deposited by the depositor into the collection account on the payment date fixed for redemption. In connection with the optional purchase, the outstanding notes, if any, will be redeemed on the redemption date in whole, but not in part, for the redemption price. No interest will accrue on the notes after the payment date fixed for redemption. The“redemption price”for the notes being redeemed will equal the unpaid principal amount of the notes, plus accrued and unpaid interest on the notes at the applicable interest rates, to but not including the payment date fixed for redemption. The administrator or the issuing entity will provide at least [___] days’ prior notice of the redemption of the notes to the indenture trustee. The indenture trustee will provide prompt—but at least [___] days’—notice to the noteholders of such redemption.

Servicing Compensation and Expenses

The servicer will be entitled to compensation for the performance of its servicing and administrative obligations with respect to the Included Units under the Transaction SUBI Servicing Supplement. The servicer will be entitled to receive a fee in respect of the Included Units equal to, for each collection period, of the product of (a) one-twelfth (or, in the case of the initial collection period, [one-sixth]), (b) [1.00]% and (c) the aggregate Securitization Value of all Included Units as of the beginning of that collection period, or in the case of the first payment date, at the cutoff date (the“servicing fee”). The servicing fee will be payable on each payment date.

The servicer will also be entitled to the Supplemental Servicing Fees. The servicer will pay all expenses incurred by it in connection with its servicing activities under the Servicing Agreement and will not be entitled to reimbursement of those expenses. The servicer will have no responsibility, however, to pay any losses with respect to any origination trust assets.

Servicer Replacement Events

The following events constitute“servicer replacement events”under the Transaction SUBI Servicing Supplement:

(a) any failure by the servicer to deliver or cause to be delivered any required payment to the indenture trustee for distribution to the noteholders, which failure continues unremedied for [ten] business days after discovery thereof by an officer of the servicer or receipt by the servicer of written notice thereof from the indenture trustee or noteholders evidencing at least a majority of the aggregate outstanding principal amount of the notes[out of the controlling class] [, voting together as a single class];

(b) any failure by the servicer to duly observe or perform in any material respect any other of its covenants or agreements in the base servicing agreement and the Transaction SUBI Servicing Supplement, which failure materially and adversely affects the rights of any holder of

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the Transaction SUBI Certificate or the noteholders, and which continues unremedied for [90] days after discovery thereof by an officer of the servicer or receipt by the servicer of written notice thereof from the indenture trustee or noteholders evidencing at least a majority of the aggregate outstanding principal amount of the notes [of the controlling class][, voting together as a single class];

(c) any representation or warranty of the servicer made in the base servicing agreement and the Transaction SUBI Servicing Supplement, any other transaction document to which the servicer is a party or by which it is bound or any certificate delivered pursuant to the base servicing agreement and the Transaction SUBI Servicing Supplement proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of any holder of a Transaction SUBI Certificate or the noteholders, and that failure continues unremedied for [90] days after discovery thereof by an officer of the servicer or receipt by the servicer of written notice thereof from the indenture trustee or noteholders evidencing at least a majority of the aggregate outstanding principal amount of the notes[of the controlling class][, voting together as a single class] (provided, that any repurchase of a Unit by VW Credit pursuant to the SUBI Sale Agreement will be deemed to remedy any incorrect representation or warranty with respect to such Unit); and

(d) the occurrence of certain events (which, if involuntary, remain unstayed for more than [90] days) of bankruptcy, insolvency, receivership or liquidation of the servicer.

[Notwithstanding the foregoing, a delay in or failure of performance referred to under clauses (a), (b) or (c) above for a period of [150] days will not constitute a servicer replacement event if that failure or delay or failure was caused by force majeure or other similar occurrence.]

Upon the occurrence of any servicer replacement event, the sole remedy available to the holder of the Transaction SUBI Certificate will be to remove the servicer and appoint a successor servicer. However, if the commencement of a bankruptcy or similar case or proceeding were the only servicer replacement event, and a bankruptcy trustee or similar official has been appointed for the servicer, the trustee or such official may have the power to prevent the servicer’s removal. See “—Removal or Replacement of the Servicer” below.

Removal or Replacement of the Servicer

If a servicer replacement event is unremedied, the SUBI trustee will, upon the direction of the indenture trustee, acting at the direction of noteholders holding not less than 66 2/3% of the aggregate outstanding principal amount of the notes terminate all of the rights and obligations of the servicer under the Servicing Agreement with respect to the Transaction SUBI and the Included Units. The SUBI trustee will effect that termination by delivering notice thereof to the servicer, the indenture trustee, the issuing entity, the administrator and each rating agency.

The servicer may not resign from its obligations and duties under the Servicing Agreement unless it determines that its duties thereunder are no longer permissible by reason of a change in applicable legal requirements and that the continuance of those duties would cause the servicer to be in violation of those legal requirements in a manner that would have a material adverse effect on the servicer or its financial condition. No such resignation will become effective until a successor servicer has assumed the servicer’s obligations under the Servicing Agreement. The servicer may not assign the Servicing Agreement or any of its rights, powers, duties or obligations thereunder except in connection with a consolidation, merger, conveyance or transfer of substantially all of its assets. However, the servicer may delegate, at any time without notice or consent, (i) any or all of its duties under the Servicing Agreement to any person more

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than 50% of the voting securities of which are owned, directly or indirectly, by Volkswagen AG or any successor thereto or (ii) specific duties to sub-contractors who are in the business of performing those duties. However, the servicer will remain responsible for any duties it has delegated.

Upon the termination or resignation of the servicer, the servicer will continue to perform its functions as servicer, until a newly appointed servicer for the Transaction SUBI portfolio has assumed the responsibilities and obligations of the resigning or terminated servicer under the Transaction SUBI Servicing Supplement and has provided in writing the information reasonably requested by the depositor to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer.

Upon appointment of a successor servicer, the successor servicer will assume all of the responsibilities, duties and liabilities of the servicer with respect to the Transaction SUBI portfolio under the Servicing Agreement (other than the obligation of the predecessor servicer to indemnify against certain events arising before its replacement); provided, however, that no successor servicer will have any responsibilities with respect to making advances. If a bankruptcy trustee or similar official has been appointed for the servicer, that trustee or official may have the power to prevent the indenture trustee, the owner trustee, the noteholders or the holders of the issuing entity’s certificate from effecting that transfer of servicing. The predecessor servicer will have the right to be reimbursed for any outstanding advances made with respect to the Included Units to the extent funds are available therefore in accordance with the Payment Waterfall.

In the event of a replacement of VW Credit as servicer, the indenture trustee, acting at the direction of the holders of not less than 66²/3% of the aggregate outstanding principal amount of the notes is required to cause the successor servicer to agree to indemnify VW Credit against any losses, liabilities, damages or expenses as a result of the negligence or willful misconduct of such successor servicer.

The SUBI Trustee, acting at the direction of the Indenture Trustee, (acting at the direction of the holders of not less than 66²/3% of the aggregate outstanding principal amount of the [Controlling Class] [notes]), may waive any servicer replacement event.

Events of Default

The following events (each, an“indenture default”) will be events of default under the indenture:

	•		a default for [five] days or more in the payment of interest on any note [of the controlling class after the same becomes due;

	•		a default in the payment of principal of a note on the related final scheduled payment date or the Redemption Date;

	•		a default in the observance or performance of any covenant or agreement of the issuing entity in the indenture, or any representation or warranty of the issuing entity made in the indenture or any related certificate or writing delivered pursuant to the indenture proves to have been incorrect in any material respect at the time made, which default or inaccuracy materially and adversely affects the interests of the noteholders, and the continuation of that default or inaccuracy for a period of [60] days after written notice thereof is given to the issuing entity by the indenture trustee or to the issuing entity and the indenture trustee by the holders of not less than a majority of the outstanding principal amount of the notes [of the controlling class] (excluding any notes owned by the issuing entity, the depositor, the servicer, the administrator or any of their respective affiliates); and

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the occurrence of certain events (which, if involuntary, remain unstayed for more than [90] days) of bankruptcy, insolvency, receivership or liquidation of the issuing entity;

[provided,however, that a delay in or failure of performance referred to in the first three bullet points above for a period of 150 days will not constitute an indenture default if that delay or failure was caused by force majeure or other similar occurrence.]

The indenture requires the issuing entity to give written notice of any indenture default, its status and what action the issuing entity is taking or proposes to take to the [swap counterparty,] indenture trustee and each rating agency.

Noteholders holding at least a majority of the aggregate outstanding principal amount of the notes[, voting together as a single class][of the controlling class], may in certain cases waive any past default or indenture default, except a default in the payment of principal or interest or a default in respect of a covenant or provision which the indenture expressly states cannot be modified or amended without unanimous wavier or consent of all of the noteholders.

Rights Upon Event of Default

Upon the occurrence and continuation of any indenture default (other than an indenture default arising from a bankruptcy, insolvency, receivership or liquidation of the issuing entity), the indenture trustee may (or if directed by the holders of at least a majority of the outstanding principal amount of the notes, [voting together as a single class][of the controlling class], will) declare the principal of the notes to be immediately due and payable. This declaration may be rescinded by the holders of at least a majority of the aggregate outstanding principal amount of the notes, [voting together as a single class][of the controlling class], before a judgment or decree for payment of the amount due has been obtained by the indenture trustee if:

	•		the issuing entity has deposited with the indenture trustee an amount sufficient to pay (1) all interest on and principal of the notes as if the indenture default giving rise to that declaration had not occurred, (2) all reasonable amounts previously advanced by the indenture trustee and its reasonable costs and expenses [(3) any amounts then due and payable by the issuing entity to the swap counterparty under the interest rate swap agreement]; and

	•		all indenture defaults—other than the nonpayment of principal of the notes that has become due solely due to that acceleration—have been cured or waived.

At any time prior to the declaration of the acceleration of the maturity of the notes, noteholders holding not less than a majority of the aggregate outstanding principal amount of the notes[, voting together as a single class][of the controlling class], may waive any indenture default and its consequences by giving written notice to the issuing entity and the indenture trustee other than the following defaults:

	•		the failure of the issuing entity to pay principal of or interest on the notes; and

	•		any default related to any covenant or provision of the indenture that cannot be modified or amended without the consent of 100% of the noteholders.

No waiver will affect any subsequent default or impair any related right.

If an indenture default arising from a bankruptcy, insolvency, receivership or liquidation of the issuing entity has occurred, the outstanding principal amount of the notes shall automatically become

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immediately due and payable without any further action by the indenture trustee or the holders of the notes, and such acceleration of the maturity of the notes may not be rescinded except by the holders of all outstanding notes.

If the notes have been declared due and payable following an indenture default, the indenture trustee may institute proceedings to collect amounts due, exercise remedies as a secured party, including foreclosure or sale of the issuing entity property, or elect to maintain the issuing entity property and continue to apply proceeds from the issuing entity property as if there had been no declaration of acceleration. The indenture trustee may not, however, sell the issuing entity property following an indenture default unless:

	•		the depositor elects to exercise the optional purchase and purchases the Transaction SUBI Certificate;

	•		100% of the noteholders [and the swap counterparty] consent thereto;

	•		the proceeds of that sale are sufficient to pay in full all unpaid principal of and accrued interest on all outstanding notes [and all amounts due by the issuing entity to the swap counterparty]; or

	•		there has been an indenture default described in one of the first two bullet points under the caption “—Events of Default” above and the indenture trustee determines that the issuing entity property would not be sufficient on an ongoing basis to make all payments of principal of and interest on the notes as those payments would have become due if those obligations had not been declared due and payable, and the indenture trustee obtains the consent of [the swap counterparty and] holders of 66²/3% of the outstanding principal amount of the notes, voting together as a single class.

The indenture trustee may, but is not required to, obtain (at the expense of the issuing entity) and rely upon an opinion of an independent accountant or investment banking firm as to the sufficiency of the issuing entity property to pay interest on and principal of the notes on an ongoing basis. Prior to selling the issuing entity property, the indenture trustee must obtain an opinion of counsel to the effect that that sale will not cause the origination trust or an interest or portion thereof or the issuing entity to be classified as an association, or a publicly traded partnership, taxable as a corporation for federal income tax purposes.

Priority of Payments May Change Upon an Event of Default

Following the occurrence and during the continuation of an indenture default resulting in the acceleration of the maturity of the notes, the indenture trustee will pay out of the issuing entity property (including, in the event of a sale of the issuing entity property at the direction of the indenture trustee or the noteholders, the proceeds of that sale and available monies on deposit in the reserve account) in accordance with the following priority:

(a)

first,pro ratato the indenture trustee, the SUBI trustee and the owner trustee, for any accrued and unpaid fees, expenses and indemnity payments pursuant to the terms of the indenture, the origination trust agreement or the trust agreement, as applicable; provided, however, that aggregate expenses payable to the indenture trustee, the Transaction SUBI trustee and the owner trustee pursuant to thisclause (first)are limited to $100,000 per annum in the aggregate;

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	(b)		second, to the servicer for reimbursement of all outstanding advances;

	(c)		third,pro rata, to the servicer, the servicing fee, together with amounts due in respect of unpaid servicing fees and to the administrator, the administration fee, together with any amounts due in respect of unpaid administration fees;

	(d)		fourth,pro rata, to the Class A noteholders to pay due and unpaid interest—including any overdue interest and, to the extent permitted under applicable law, interest on any overdue interest at the related interest rate [and, to the swap counterparty for any due and unpaid net swap payment];

	(e)		[fifth, pro rata, (A) to the swap counterparty for any unpaid Senior Swap Termination Payments and (B) pro rata to the noteholders to pay due and unpaid interest — including any overdue interest and, to the extent permitted under applicable law, interest on any overdue interest at the related interest rate;]

	(f)		sixth, to the holders of the Class A-1 notes to pay outstanding principal on the Class A-1 notes;

	(g)		seventh, to the holders of the Class A-2 notes, the Class A-3 notes and the Class A-4 notes, on apro ratabasis, to pay outstanding principal on such notes;

	(h)		[eighth, to the Class B noteholders to pay due and unpaid interest—including any overdue interest and, to the extent permitted under applicable law, interest on any overdue interest at the related interest rate;]

	(i)		[ninth, to the holders of the Class B notes to pay outstanding principal on the Class B notes;]

	(j)		[(tenth, to the swap counterparty, any due and unpaid Subordinated Swap Termination Payment;]

	(k)		eleventh,pro ratato the indenture trustee, the SUBI trustee and the owner trustee, for any accrued and unpaid fees, expenses and indemnity payments; and

	(l)		twelfth, any remaining amounts to or at the direction of the holder of the certificate of the issuing entity (which initially will be the depositor).

Each noteholder has the right to institute suit for the enforcement of the payment of principal and interest. However, no noteholder will have the right to institute any proceeding (including for the appointment of a receiver or trustee) with respect to the indenture unless:

	•		that noteholder previously has given the indenture trustee written notice of a continuing indenture default;

	•		noteholders holding not less than 25% of the outstanding principal amount of the notes have made written request to the indenture trustee to institute that proceeding in its own name as indenture trustee;

	•		that noteholder has offered the indenture trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with the request to institute proceedings;

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	•		the indenture trustee has for 60 days after its receipt of notice, request and offer of indemnity failed to institute that proceeding; and

	•		no direction inconsistent with the noteholders’ written request has been given to the indenture trustee during that 60-day period by noteholders holding at least a majority of the outstanding principal amount of the notes [of the controlling class].

Replacement of the Indenture Trustee

Noteholders holding at least a majority of the aggregate principal amount of the notes outstanding[, voting together as a single class][of the controlling class], may remove the indenture trustee without cause by so notifying the indenture trustee, the servicer and the issuing entity, and following that removal may appoint a successor indenture trustee. Any successor indenture trustee must at all times have a combined capital and surplus of at least $50,000,000, a long-term debt rating of “A” or better by or is otherwise acceptable to, each rating agency and satisfy the requirements of Section 310(a) and (b) of the Trust Indenture Act of 1939, as amended. Prior to the appointment of any proposed successor indenture trustee, the Rating Agency Condition must be satisfied.

The indenture trustee may resign at any time by so notifying the issuing entity, the servicer, the administrator and each rating agency [the swap counterparty]. The issuing entity will be required to remove the indenture trustee if the indenture trustee:

	•		ceases to satisfy the eligibility requirements of the indenture trustee;

	•		is subject to certain events of bankruptcy, insolvency, receivership or liquidation (which, if involuntary, remain unstayed for more than 30 days); or

	•		otherwise becomes incapable of acting.

Upon the resignation or removal of the indenture trustee, or the failure of the noteholders holding at least a majority of the aggregate principal amount of the outstanding notes [of the controlling class] to appoint a successor indenture trustee following the removal without cause of the indenture trustee, the issuing entity will promptly appoint a successor indenture trustee. If a successor indenture trustee does not take office within 45 days after the retiring indenture trustee resigns or is removed, the retiring indenture trustee, the issuing entity or noteholders holding not less than a majority of the aggregate notes [of the controlling class] may petition any court of competent jurisdiction (at the expense of the issuing entity) for the appointment of a successor indenture trustee.

Any indenture trustee (including any successor indenture trustee) must at all times satisfy all applicable requirements of the Trust Indenture Act of 1939, and in addition, have a combined capital and surplus of at least $50 million and a long-term debt rating of “A” or better by each rating agency or be otherwise acceptable to each rating agency.

Compensation and Indemnity

Pursuant to the administration agreement, the administrator for each series of notes will:

pay the indenture trustee from time to time compensation for its services in accordance with a fee letter between the administrator and the indenture trustee;

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	•		reimburse the indenture trustee for all reasonable expenses, advances and disbursements reasonably incurred by it in connection with the performance of its duties as indenture trustee; and

	•		indemnify the indenture trustee for, and hold it harmless against, any loss, liability or expense, including reasonable attorneys’ fees, incurred by it in connection with the administration of the issuing entity or performance of its duties as indenture trustee.

The indenture trustee will not be indemnified by the administrator, the issuing entity, the depositor or the servicer against any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith, except that the indenture trustee will not be liable:

	•		for any error of judgment made by it in good faith, unless it is proved that the indenture trustee was negligent in ascertaining the pertinent facts;

	•		with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the noteholders in accordance with the terms of the indenture; and

	•		for interest on any money received by it except as the indenture trustee and the issuing entity may agree in writing.

The indenture trustee will not be deemed to have knowledge of any indenture default or other event unless an officer of the indenture trustee within its corporate trust department, who customarily performs functions similar to those performed by the persons who at the time are such officers, or to whom any corporate trust matter is referred because of that person’s knowledge and familiarity with the particular subject and who has direct responsibility for the administration of the indenture and has actual knowledge of the event or has received written notice of the event.

Access to Noteholder Lists

If definitive notes are issued in the limited circumstances set forth in “The Notes” and if the indenture trustee is not the note registrar, the issuing entity will furnish or cause to be furnished to the indenture trustee a list of the names and addresses of the noteholders:

	•		as of each record date, within five days after that record date;

	•		within 30 days after receipt by the issuing entity of a written request for that list, as of not more than ten days before that list is furnished.

Annual Compliance Statement

The issuing entity will be required to deliver an annual written statement to the indenture trustee and each rating agency certifying the fulfillment of its obligations under the indenture or describing any defaults thereunder.

Furnishing of Documents

Copies of all reports, notices, requests, demand, certificates and any other instruments furnished to the indenture trustee under the transaction documents may be obtained by a noteholder (at its own expense) by a request in writing to the indenture trustee.

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Satisfaction and Discharge of Indenture

The indenture will be discharged with respect to the collateral securing the related notes upon the delivery to the indenture trustee for cancellation of all of the notes or, with some limitations — including receipt of certain opinions with respect to tax matters — upon deposit with the indenture trustee of funds sufficient for the payment in full of principal and accrued interest on the notes and any fees then due and payable to the indenture trustee.

Amendment Provisions

Each of the transaction documents may be amended without the consent of the noteholders, the indenture trustee, [the swap counterparty,] the issuing entity or the owner trustee subject to satisfaction of one of the following conditions: (i) the depositor or the servicer delivers an officer’s certificate or an opinion of counsel to the indenture trustee to the effect that the amendment will not materially and adversely affect the interests of the noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Except as described in the paragraph below, any term or provision may be amended with the consent of noteholders evidencing not less than a majority of the aggregate principal amount of the outstanding notes[, voting as a single class][of the controlling class]; provided that any amendment that materially and adversely affects the interests of the certificateholders, [the swap counterparty,] the indenture trustee or the owner trustee (in each case, with respect to specific transaction documents only), the servicer or the administrator (in the case of the trust agreement only) will require the prior written consent of the persons whose interests are materially and adversely affected. The consent of the certificateholders [, the swap counterparty] or the administrator (in the case of the trust agreement only) will be deemed to have been given if the servicer does not receive a written objection from such person within ten (10) business days after a written request for such consent will have been given.“Rating Agency Condition”means, with respect to any event and each rating agency, either (a) written confirmation by a rating agency that the occurrence of a certain event will not cause it to downgrade, qualify or withdraw its rating assigned to the notes or (b) that the rating agency has been given notice of that event at least ten (10) days prior to the occurrence of that event (or, if ten (10) days’ advance notice is impracticable, as much advance notice as is practicable) and the rating agency has not issued any written notice that the occurrence of that event will cause it to downgrade, qualify or withdraw its rating assigned to the notes.

Notwithstanding the foregoing, no amendment to any transaction document will (i) reduce the interest rate or principal amount of any note, or delay the final scheduled payment date of any note 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. Further, any of the transaction documents may be amended, without the consent of any of the noteholders (and, in most cases, without the consent of the issuing entity or the indenture trustee) to add, modify or eliminate those 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 of those amendments that the Rating Agency Condition has been met.

Under the trust agreement, the owner trustee may not take any action with respect to the following matters unless (a) at least 30 days before the taking of that action, the owner trustee gives written notice to the certificateholder and (b) the certificateholder has not notified the owner trustee in writing within 30 days after the notice is given by the owner trustee that the certificateholder has withheld consent or provided alternative direction:

S-85

	•		the amendment of the indenture by a supplemental indenture where the consent of any noteholder is required;

	•		the amendment of the indenture by a supplemental indenture where the consent of any noteholder is not required and such amendment materially and adversely affects the interests of the certificateholder;

	•		the amendment, change or modification of the SUBI Transfer Agreement or the administration agreement, except to cure an ambiguity or defect or to amend or supplement a provision that would not materially adversely affect the certificateholder; or

	•		the appointment of a successor indenture trustee or the consent to the assignment by the note registrar or the indenture trustee of its obligations.

Amendment of the Indenture.Without the consent of the noteholders or any other person, the issuing entity and the indenture trustee, upon request by the issuing entity, may execute a supplemental indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of the indenture or for the purpose of modifying in any manner the rights of the noteholders subject to satisfaction of one of the following conditions: (i) the depositor or the servicer delivers an officer’s certificate or an opinion of counsel to the indenture trustee to the effect that the amendment will not materially and adversely affect the interests of the noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. In addition, the issuing entity shall deliver an opinion of counsel to the effect that such action will not (A) affect the treatment of the notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the notes for federal income tax purposes or (C) cause the issuing entity, the depositor or the origination trust to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. Except as described in the paragraph below, any term or provision may be amended with the consent of noteholders evidencing not less than a majority of the aggregate principal amount of the outstanding notes[, voting as a single class][of the controlling class]; provided that any amendment that materially and adversely affects the interests of the indenture trustee, the owner trustee, the servicer, the certificateholders or the administrator will require the prior written consent of the persons whose interests are materially and adversely affected. The consent of the [swap counterparty,] servicer, the certificateholders or the administrator will be deemed to have been given if the issuing entity does not receive a written objection from such person within ten (10) business days after a written request for such consent will have been given. Notwithstanding the foregoing, any term or provision of the indenture may be amended by the parties thereto without the consent of the noteholders or any other person to add, modify or eliminate those 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 of those amendments that the Rating Agency Condition has been met.

Without the consent of each noteholder affected thereby, no supplemental indenture may:

	•		reduce the interest rate or principal amount of any note, or delay the final scheduled payment date of any note;

	•		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;

S-86

	•		impair any right to institute suit for the enforcement of certain provisions of the indenture regarding payment;

	•		permit the creation of any lien ranking prior to or on parity with the lien of the indenture with respect to any portion of the issuing entity property or, except as otherwise permitted in the indenture, terminate the lien of the indenture on any property or deprive any noteholder of the security provided for by the lien of the indenture; or

	•		reduce the percentage of the outstanding note amount required to direct the indenture trustee to direct the issuing entity to sell the issuing entity property after an indenture default if the proceeds of such sale would be insufficient to pay the outstanding note amount plus accrued interest on the notes; or

	•		modify or alter the provisions of the proviso to the definition of the term “outstanding”.

[THE SWAP COUNTERPARTY]

[[ ] is the swap counterparty. It is organized as a [ ] under the laws of [ ]. [To be inserted: description of the general character of the business of the swap counterparty.]

The long-term credit rating assigned to the swap counterparty by Moody’s is currently “[ ]” and by Standard and Poor’s is currently “[ ].” The short term credit rating assigned to the swap counterparty by Moody’s is currently “[ ]” and by Standard and Poor’s is currently “[ ].”

Upon the occurrence of an event of default or termination event specified in the interest rate swap agreement, the interest rate swap agreement may be replaced with a replacement interest rate swap agreement as described above under “The Notes — Interest Rate Swap Agreement.”

Based on a reasonable good faith estimate of maximum probable exposure, the significance percentage of the interest rate swap agreement is less than 10%.]

[Insert required financial information for the swap counterparty if the significance percentage of the interest rate swap agreement is more than 10% as required by Item 1115(b) of Regulation AB.]

LEGAL INVESTMENT

[The Class A-1 notes will be structured to be eligible for purchase by money market funds under paragraph (a)(10) of Rule 2a-7 under the Investment Company Act of 1940, as amended (the“Investment Company Act”). If you are a money market fund contemplating a purchase of Class A-1 notes, you should consult your financial and legal advisors before making a purchase.]

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

Mayer Brown LLP is of the opinion that:

based on the terms of the notes and the transactions relating to the Transaction SUBI Certificate as set forth herein, the [Class A notes and the Class B] notes (other than any notes, if any, retained by the issuing entity or a person considered to be the same person as the issuing entity for United States federal income tax purposes) will be characterized as indebtedness for federal income tax purposes; and

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based on the applicable provisions of the trust agreement and related documents, for federal income tax purposes, the issuing entity will not be classified as an association taxable as a corporation and the issuing entity will not be treated as a publicly traded partnership taxable as a corporation.

The notes will not be issued with original issue discount.See “Material Federal Income Tax Consequences”in the accompanying prospectus.

STATE AND LOCAL TAX CONSEQUENCES

The discussion above does not address the tax consequences of purchase, ownership or disposition of the notes under any state or local tax law. We encourage investors to consult their own tax advisors regarding state and local tax consequences.

CERTAIN ERISA CONSIDERATIONS

General

Subject to the following discussion the notes may be acquired by pension, profit-sharing or other employee benefit plans, subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as well as individual retirement accounts, Keogh plans and other plans covered by Section 4975 of the Internal Revenue Code of 1986, as amended (the“Code”), (each a“benefit plan”). Section 406 of ERISA and Section 4975 of the Code prohibit a benefit plan from engaging in certain transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to such benefit plan. A violation of these “prohibited transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and the Code for such persons or the fiduciaries of the benefit plan. In addition, Title I of ERISA also requires fiduciaries of a benefit plan subject to ERISA to make investments that are prudent, diversified and in accordance with the governing plan documents.

Prohibited Transactions

Certain transactions involving the issuing entity might be deemed to constitute prohibited transactions under ERISA and the Code with respect to a benefit plan that purchased notes if assets of the issuing entity were deemed to be assets of the benefit plan. Under a regulation issued by the United States Department of Labor (the“regulation”), the assets of the issuing entity would be treated as plan assets of a benefit plan for the purposes of ERISA and the Code only if the benefit plan acquired an “equity interest” in the issuing entity and none of the exceptions to plan assets contained in the regulation were applicable. An equity interest is defined under the regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features as of any date of determination. Although there is little guidance on the subject, assuming the notes constitute debt for local law purposes, the depositor believes that, at the time of their issuance, the notes should not be treated as an equity interest in the issuing entity for purposes of the regulation. This determination is based in part upon the traditional debt features of the notes, including the reasonable expectation of purchasers of notes that the notes will be repaid when due, as well as the absence of conversion rights, warrants or other typical equity features. The debt treatment of the notes for ERISA purposes could change if the issuing entity incurs losses. This risk of recharacterization is enhanced for notes that are subordinated to other classes of securities.

However, without regard to whether the notes are treated as an equity interest for purposes of the regulation, the acquisition or holding of notes by, or on behalf of, a benefit plan could be considered to give rise to a prohibited transaction if the issuing entity, the depositor, the administrator, the servicer, the

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SUBI trustee, the owner trustee, the indenture trustee, the underwriters or any of their respective affiliates is or becomes a party in interest or a disqualified person with respect to such benefit plan. Certain exemptions from the prohibited transaction rules could be applicable to the purchase and holding of notes by a benefit plan depending on the type and circumstances of the plan fiduciary making the decision to acquire such notes. Included among these exemptions are: Prohibited Transaction Class Exemption(“PTCE”) 90-1, regarding investments by insurance company pooled separate accounts, PTCE 60 (as amended by PTCE 2002-13), regarding investments by insurance company general accounts, PTCE 38 (as amended by PTCE 2002-13), regarding investments by bank collective investment funds, PTCE 96-23, regarding transactions effected by “in-house asset managers” and PTCE 14 (as amended by PTCE 2002-13), regarding transactions effected by “qualified professional asset managers.” In addition to the class exemptions listed above, the Pension Protection Act of 2006 provides a statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code for prohibited transactions between a benefit plan and a person or entity that is a party in interest to such benefit plan solely by reason of providing services to the benefit plan (other than a party in interest that is a fiduciary, or its affiliate, that has or exercises discretionary authority or control or renders investment advice with respect to the assets of the benefit plan involved in the transaction), provided that there is adequate consideration for the transaction. Even if the conditions specified in one or more of these exemptions are met, the scope of the relief provided by these exemptions might or might not cover all acts which might be construed as prohibited transactions. There can be no assurance that any of these, or any other exemption, will be available with respect to any particular transaction involving the notes and prospective purchasers that are benefit plans should consult with their advisors regarding the applicability of any such exemption.

Governmental plans (as defined in Section 3(32) of ERISA) are not subject to Title I of ERISA, and are also not subject to the prohibited transaction provisions under Section 4975 of the Code. However, state or local laws or regulations governing the investment and management of the assets of such plans may contain fiduciary and prohibited transaction requirements similar to those under ERISA and the Code discussed above and may include other limitations on permissible investments. Accordingly, fiduciaries of governmental plans, in consultation with their advisors, should consider the requirements of their respective pension codes with respect to investments in the notes, as well as general fiduciary considerations.

Each purchaser or transferee of a note, by its acceptance of that note, will be deemed to have represented that (a) it is not acquiring the note (or any interest therein) with the assets of, any “employee benefit plan” as defined in Section 3(3) of ERISA which is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Code, an entity whose underlying assets include “plan assets” of the foregoing or any other employee benefit plan or arrangement that is subject to a law that is similar to Section 406 of ERISA or Section 4975 of the Code; or (b)(i) the notes are rated at least “BBB-” or its equivalent by a nationally recognized statistical rating agency at the time of purchase or transfer and (ii) the acquisition, holding and disposition of such note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, a nonexempt violation of any similar applicable law).

Neither the issuing entity, the servicer, the administrator nor any of their respective affiliates, agents or employees will act as a fiduciary to any benefit plan with respect to the benefit plan’s decision to invest in the notes. Each fiduciary or other person with investment responsibilities over the assets of a benefit plan considering an investment in the notes must carefully consider the above factors before making an investment. Fiduciaries of benefit plans considering the purchase of notes should consult their legal advisors regarding whether the assets of the issuing entity would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and other issues and their potential consequences.

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See “Certain ERISA Considerations” in the accompanying prospectus for additional considerations applicable to benefit plans that are considering an investment in the notes.

UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement relating to the [Class A notes and the Class B] notes, the seller has agreed to sell and the underwriters named below have severally but not jointly agreed to purchase the principal amount of the notes set forth opposite its name below:

Class A-1

Class A-2

Class A-3

Class A-4

[Class B

Underwriter

Notes

Notes]

Total

$

Total

$

The underwriting agreement provides that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters will be obligated to purchase all the notes if any are purchased. The underwriting agreement provides that, in the event of a default by an underwriter, in certain circumstances the purchase commitments of the non- defaulting underwriter may be increased or the underwriting agreement may be terminated.

The seller has been advised by the underwriters that the underwriters propose to offer the notes to the public initially at the offering prices set forth on the cover page of this prospectus, and to certain dealers at these prices less the concessions and reallowance discounts set forth below:


	Selling		Reallowance
Class	Concession		Discount
Class A-1 Notes		%		%
Class A-2 Notes		%		%
Class A-3 Notes		%		%
Class A-4 Notes		%		%
[Class B Notes		%		%]

If all of the classes of notes are not sold at the initial offering price, the underwriters may change the offering price and other selling terms. After the initial public offering, the underwriters may change the public offering price and selling concessions and reallowance discounts to dealers.

There currently is no secondary market for any class of notes and there is no assurance that one will develop. The underwriters expect, but will not be obligated, to make a market in each class of notes. There is no assurance that a market for the notes will develop, or if one does develop, that it will continue or that it will provide sufficient liquidity.

VW Credit has agreed to indemnify the underwriters against certain liabilities, including civil liabilities under the Securities Act of 1933, as amended (the“Securities Act”), or contribute to payments which the underwriters may be required to make in respect thereby. In the opinion of the SEC, such

S-90

indemnification is against public policy as expressed in the Securities Act and may, therefore, be unenforceable.

Until the distribution of the [Class A notes and the Class B] notes is completed, rules of the SEC may limit the ability of the underwriters and certain selling group members to bid for and purchase the [Class A notes and the Class B] notes. As an exception to these rules, the underwriter is permitted to engage in certain transactions that stabilize the prices of the Class A notes and Class B notes. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of such [Class A notes and Class B] notes.

The underwriters may engage in over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids with respect to the [Class A notes and Class B] notes in accordance with Regulation M under the Securities Exchange Act of 1934 (as amended, the“Exchange Act”). Over-allotment transactions, involve syndicate sales in excess of the offering size, which creates a syndicate short position. Stabilizing transactions, permit bids to purchase the [Class A notes and Class B] notes so long as the stabilizing bids do not exceed a specified maximum. Syndicate coverage transactions, involve purchases of the [Class A notes and Class B] notes in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the [Class A notes and Class B] notes originally sold by the syndicate member are purchased in a syndicate covering transaction. These over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids may cause the prices of the [Class A notes and Class B] notes to be higher than they would otherwise be in the absence of these transactions. Neither the seller nor any of the underwriters will represent that they will engage in any of these transactions or that these transactions, once commenced, will not be discontinued without notice.

[It is expected that delivery of the notes will be made against payment therefor on or about the closing date. Rule 15c6-1 of the SEC under the Exchange Act generally requires trades in the secondary market to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date hereof will be required, by virtue of the fact that the notes initially will settle [ ] business days after the date hereof, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. It is suggested that purchasers of notes who wish to trade notes on the date hereof consult their own advisors.]

[Upon receipt of a request by an investor who has received an electronic prospectus from an underwriter or a request by that investor’s representative within the period during which there is an obligation to deliver a prospectus, VW Credit, the seller or the underwriters will promptly deliver, or cause to be delivered, without charge, a paper copy of this prospectus supplement and the accompanying prospectus.]

In the ordinary course of its business one or more of the underwriters and affiliates have provided, and in the future may provide other investment banking and commercial banking services to the seller, the servicer, the issuing entity and their affiliates. [One of the underwriters, or its affiliates, may be the swap counterparty under the interest rate swap agreement.]

As discussed under “Use of Proceeds” above, the seller or its affiliates may apply all or any portion of the net proceeds of this offering to the repayment of debt, including warehouse debt secured by the leases and leased vehicles prior to their contribution to the issuing entity. One or more of the underwriters, the indenture trustee, or their respective affiliates or entities for which their respective affiliates act as administrator and/or provide liquidity lines, have acted as a warehouse lender to its affiliates, and will receive a portion of the proceeds as a repayment of the warehouse debt.

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The [indenture trustee, at the direction of the administrator], on behalf of the issuing entity, may from time to time invest the funds in accounts and Permitted Investments acquired from the underwriters or their affiliates.

The [Class A notes and the Class B] notes are new issues of securities with no established trading market. The underwriters tell us that they intend to make a market in the [Class A notes and Class B] notes as permitted by applicable laws and regulations. However, the underwriters are not obligated to make a market in the [Class A notes and Class B] notes and any such market-making may be discontinued at any time at the sole discretion of the underwriters. Accordingly, we give no assurance regarding the liquidity of, or trading markets for, the [Class A notes and Class B] notes.

The seller will receive aggregate proceeds of approximately $[ ] from the sale of the [Class A notes and Class B] notes (representing [ ]% of the initial note balance of the [Class A notes and Class B] notes) after paying the aggregate underwriting discount of $[ ] on the [Class A notes and Class B] notes. Additional offering expenses are estimated to be $[ ].

Certain of the offered notes initially may be retained by the depositor or an affiliate of the depositor (the“Retained Notes”). Any Retained Notes will not be sold to the underwriters under the underwriting agreement. Retained Notes may be subsequently sold from time to time to purchasers directly by the depositor or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the depositor or the purchasers of the Retained Notes. If the Retained Notes are sold through underwriters or broker-dealers, the depositor will be responsible for underwriting discounts or commissions or agent’s commissions. The Retained Notes may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, varying prices determined at the time of sale or negotiated prices.

Offering Restrictions

Each underwriter has severally represented to and agreed with the issuing entity that:

	•		it will not offer or sell any notes within the United States, its territories or possessions or to persons who are citizens thereof or residents therein, except in transactions that are not prohibited by any applicable securities, bank regulatory or other applicable law; and

	•		it will not offer or sell any notes in any other country, its territories or possessions or to persons who are citizens thereof or residents therein, except in transactions that are not prohibited by any applicable securities law.

[Each underwriter has further severally represented to and agreed with the issuing entity that:

	•		it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom, as amended (“FSMA”)) received by it in connection with the issue or sale of any offered notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity; and

	•		it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any offered notes in, from or otherwise involving the United Kingdom.]

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[In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a“Relevant Member State”), each underwriter has represented and agreed with the depositor that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the“Relevant Implementation Date”) it has not made and will not make an offer of notes to the public in that Relevant Member State other than:

	(a)		to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; or

	(b)		to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than€43,000,000 and (3) an annual net turnover of more than€50,000,000, as shown in its last annual or consolidated accounts;

provided that no such offer of notes shall require the issuing entity or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 6 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, and the United Kingdom.

FORWARD-LOOKING STATEMENTS

This prospectus supplement, including information included or incorporated by reference in this prospectus supplement, may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, certain statements made in future SEC filings by the issuing entity or the seller, in press releases and in oral and written statements made by or with the issuing entity’s or the seller’s approval may constitute forward-looking statements. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements include information relating to, among other things, continued and increased business competition, an increase in delinquencies (including increases due to worsening of economic conditions), changes in demographics, changes in local, regional or national business, economic, political and social conditions, regulatory and accounting initiatives, changes in customer preferences, and costs of integrating new businesses and technologies, many of which are beyond the control of VW Credit, the issuing entity or the seller. Forward-looking statements also include statements using words such as “expect,” “anticipate,” “hope,” “intend,” “plan,” “believe,” “estimate” or similar expressions. The issuing entity and the seller have based these forward-looking statements on their current plans, estimates and projections, and you should not unduly rely on them.

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Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions, including the risks discussed below. Future performance and actual results may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond the ability of VW Credit, the issuing entity or the seller to control or predict. The forward-looking statements made in this prospectus supplement speak only as of the date stated on the cover of this prospectus supplement. The issuing entity and the seller undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

LEGAL PROCEEDINGS

There are no legal or governmental proceedings pending, or to the knowledge of the sponsor, threatened, against the sponsor, depositor, indenture trustee, owner trustee, any origination trustee, issuing entity, servicer or the origination trust, or of which any property of the foregoing is the subject, that are material to noteholders.

LEGAL MATTERS

Certain legal matters relating to the notes will be passed upon for the servicer and the seller by [_____________], Attorney for VW Credit. Certain other legal matters with respect to the notes, including federal income tax matters, will be passed upon for the servicer [and] the seller [and the underwriters] by Mayer Brown LLP. Mayer Brown LLP has from time to time represented VW Credit and its affiliates in other transactions. [Certain legal matters for the underwriters will be passed upon by [_______________].]

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INDEX OF PRINCIPAL TERMS

Set forth below is a list of certain of the more important capitalized terms used in this prospectus and the pages on which the definitions of those terms may be found.


[75]% Prepayment Assumption			S-52
ABS			S-52
administration agreement			S-64
administrative trustee			S-7
administrator			S-7, S-32
advance			S-70
Available Funds			S-69
base residual value			S-10
Base Residual Value			S-44
benefit plan			S-88
business day			S-60
certificate			S-7
closing date			S-7, S-53
Code			S-88
collection account			S-65
collection period			S-65, S-68
Collections			S-69
cutoff date			S-11, S-34
defaulted lease			S-44
Delaware trustee			S-7
depositor			S-6, S-31, S-36
determination date			S-68
eligible account			S-67
eligible institution			S-68
ERISA			S-88
Exchange Act			S-91
final scheduled payment date			S-61
first priority principal distribution amount			S-12
First Priority Principal Distribution Amount			S-74
FSMA			S-92
Included Units			S-31
indenture			S-64
indenture default			S-79
indenture trustee			S-7, S-35, S-59
initial note balance			S-31
Investment Company Act			S-87
issuing entity			S-6, S-31
issuing entity property			S-10
Maximum Residualized MSRP			S-44
monthly remittance condition			S-66
MRM ALG Residual			S-44
MSRP			S-44
MSRP ALG Residual			S-44


note balance			S-61
noteholders			S-60
optional purchase			S-77
origination trust			S-6, S-31
origination trust agreement			S-36
origination trustee			S-7
origination trustees			S-7
Other SUBI			S-31
owner trustee			S-7, S-34
payment date			S-7
Payment Date Advance Reimbursement			S-74
Payment Waterfall			S-74
Permitted investments			S-68
Postmaturity Term Extension			S-40
pre-funding account			S-12
Principal Distribution Amount			S-60
PTCE			S-89
Pull-Ahead Amount			S-70
rating agency			S-32
Rating Agency Condition			S-85
record date			S-7, S-60
Recoveries			S-70
redemption price			S-77
regular principal distribution amount			S-13
Regular Principal Distribution Amount			S-74
regulation			S-88
related collection period			S-69
Relevant Implementation Date			S-93
Relevant Member State			S-93
repurchase payment			S-40
Retained Notes			S-92
Sales Proceeds			S-70
SEC			S-2, S-59
second priority principal distribution amount			S-12
Second Priority Principal Distribution Amount			S-74
Securities Act			S-90
Securitization Rate			S-43
securitization value			S-10
Securitization Value			S-43
seller			S-6, S-36
servicer			S-6, S-37
Servicer Certificate			S-70

A-95


servicer replacement events			S-77
Servicing Agreement			S-39
servicing fee			S-6, S-77
stated residual value			S-45
SUBI trustee			S-7
subsequent assets			S-12
Supplemental Servicing Fees			S-70
swap counterparty			S-7
TALF			S-16
TALF Rules			1
Targeted Note Balance			S-75
Targeted Overcollateralization Amount			S-75
targeted reserve account balance			S-14
Terminated Unit			S-44
Transaction SUBI			S-11, S-31


Transaction SUBI Certificate			S-31
Transaction SUBI Servicing Supplement			S-39
Transaction SUBI Supplement			S-39
Treasury			2
U.S. Bank			S-35
Unit			S-31
UTI			S-31
UTI trustee			S-7
VALT 2002-A			S-38
Volkswagen AG			S-37
Volkswagen Group of America			S-37
VW Credit			S-1, S-6, S-31
Warranty Breach			2
WTC			S-36

A-96

APPENDIX A

STATIC POOL INFORMATION REGARDING CERTAIN PREVIOUS SECURITIZATIONS

The information presented in this Appendix A to the extent such information relates to VW Credit, Inc.’s experience with respect to its securitized portfolios of motor vehicle leases established prior to January 1, 2006, is not deemed to be part of this prospectus supplement, the accompanying prospectus or the registration statement.

Characteristics of the Leases

The assets in each of VW Credit, Inc.’s securitized portfolios consisted of the beneficial interest in a portfolio of motor vehicle leases and the related leased vehicles generated in the ordinary course of business by VW Credit Leasing, Ltd. in accordance with the underwriting procedures described under “Origination and Servicing Procedures—Underwriting Procedures” in the accompanying prospectus, and assigned by VW Credit, Inc. to Volkswagen Auto Lease/Loan Underwritten Funding, LLC on the applicable closing date as described under “Overview of the Transaction”. As of the relevant cutoff date, the motor vehicle lease contracts and leased vehicles in the securitized portfolios consisted of the characteristics provided below.

A-1

Original Pool Characteristics as of Cutoff Date

Lease Securitization

VALT-[ ]

Closing Date

[ , ]

Cutoff Date

[ , ]

Number of Leases

Original Book Value (1)

Original Securitization Value

Average

Minimum

Maximum

Percentage New Vehicles

Percentage Audi Vehicles

Percentage Volkswagen Vehicles

Base Residual

Average

Minimum

Maximum

Original Term (Months)

Weighted Average (2)

Minimum

Maximum

Remaining Term (Months)

Weighted Average (2)

Minimum

Maximum

Seasoning (Months) (3)

Weighted Average (2)

Minimum

Maximum

Weighted Average FICO^® Score (4) (5)

Minimum (5) (6)

Maximum (5) (6)

Base Residual as a % of Securitization Value

Base Residual as a % of MSRP


(1)		Original Book Value is determined based on capitalized amounts of the leases less the accumulated depreciation of the related leased vehicles.

(2)		Weighted average by Securitization Value.

(3)		Seasoning refers to the number of months elapsed since origination of the leases.

(4)		FICO^® is a federally registered service mark of Fair, Isaac & Company.

(5)		FICO^® scores are calculated excluding accounts for which no FICO score is available at the origination of the related lease.

(6)		Less than 5% of the obligor FICO^® scores (based on the aggregate Securitization Value of the leases) exceeds [ ] and less than 5% of the obligor FICO^® scores (based on the aggregate Securitization Value of the leases) falls below [ ]. Range of FICO^® scores represents 90% of the aggregate Securitization Value as of origination.

A-2

Distribution Of Leases As Of Cutoff Date

Lease Securitization

VALT-[ ]

Closing Date

[ , ]

Cutoff Date

[ , ]

By Original Term (1)

12 - 18 months

%

19 - 23 months

%

24 - 30 months

%

31 - 36 months

%

37 - 42 months

%

43 - 48 months

%

49 - 60 months

%

By Remaining Term (1)

12 - 18 months

%

19 - 23 months

%

24 - 30 months

%

31 - 36 months

%

37 - 42 months

%

43 - 48 months

%

49 - 60 months

%

By Model, Top Five (1)

%

By State, States Representing More than 5% of Securitization Value (1)

%


(1)		As a percent of total Original Securitization Value.

Prepayment Speed Information

Set forth below is prepayment speed information relating to VW Credit’s securitized portfolios of lease contracts. Prepayment speed information is present in the chart below for each series for as long as such series remains outstanding. For more information regarding prepayment speeds, you should refer to “Weighted Average Life of the Notes” in this prospectus supplement.

A-3

VALT-[__]toVALT —[__]₍₁₎


Period	VALT-[ ]	VALT-[ ]	VALT-[ ]

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20


(1)		Actual prepayments on a lease are any Monthly Lease Payments related to a lease in excess of the Monthly Lease Payment for that lease for the applicable period. These include voluntary prepayments, voluntary early terminations, payments from third parties, repurchases, repossession proceeds, funds not recovered due to charge-offs and servicer advances.

		The “Prepayment Amount” is defined as the change in the actual month-end Securitization Value of the pool that relates to early terminations of the related leases.

		This prepayment amount is converted into a monthly Single Month Mortality Rate “SMM” expressed as a percentage which is the Prepayment Amount divided by the previous month’s actual month-end Securitization Value less the scheduled payments made during the month.

		The “Prepayment Speeds” shown in the chart are derived by converting the SMM into the ABS Speed by dividing (a) the SMM by (b) the sum of (i) one and (ii) the SMM multiplied by the age of the pool, in months, minus one. The age of the pool is assumed to be the weighted average age of the pool at cut-off date plus the number of months since the cut-off date.

(2)		Optional clean-up call exercised.

A-4

Delinquency Experience

Set forth below is delinquency information relating to VW Credit’s securitized portfolios of lease contracts presented on a monthly basis.

VALT [___ — ___](1)

Securitization

% of Ending Pool

90+ Days

% of Ending Pool

Value Outstanding

31 - 60 Days Delinquent

Balance

Delinquent

Balance


(1)		VW Credit considers an account delinquent when an obligor fails to make at least 75% of the scheduled monthly payment by the due date. The period of delinquency is based on the number of days payments are contractually past due.

A-5

Credit Loss Experience

Set forth below is credit loss information relating to VW Credit’s securitized portfolios of lease contracts presented on a monthly basis.

VALT [___ — ___]
Original Securitization Value $[ ]

Aggregate Securitization

Cumulative Net Charge-off

Value on Charged-off (1)

as % Original

Units

Recoveries (2)

Net Charge-off

Securitization Value


(1)		Charge-offs generally represent the total aggregate net securitization value of the lease contracts determined to be uncollectible in the period less proceeds from disposition of the related leased vehicles, other than recoveries described in Note (2).

(2)		Recoveries generally include the net amounts received with respect to a lease contract previously charged off.

A-6

Residual Value Experience

Set forth below is credit loss information relating to VW Credit’s securitized portfolios of lease contracts presented on a monthly basis.

VALT-[ — ]
Original Securitization Value $[ ]

Aggregate
Securitization

Cumulative
Net Residual

Number of

Value

Losses as

Scheduled

for Scheduled

Proceeds, including

% Original

(1) Terminated

Excess Wear, Tear &

Cumulative Net

Securitization

Units

Units Returned

Turn-in Ratio

Units

Mileage collected

Net Residual Losses

Residual Losses

Value


(1)		Excludes repossessions and vehicles terminating prior to scheduled maturity.

A-7

[APPENDIX B]

[CERTIFICATION AS TO TALF ELIGIBILITY
FOR NON-MORTGAGE-BACKED ABS]

		The Issuing Entity and the Sponsor (collectively, “we”) hereby certify that:

1.		We have reviewed the terms and conditions of the Term Asset-Backed Securities Loan Facility (“TALF”) provided by the Federal Reserve Bank of New York (“FRBNY”). Terms used below that are defined or explained in such terms and conditions, or in FAQs or other interpretative material issued by the FRBNY, shall have the meanings provided in such terms and conditions, FAQs or other interpretative material (such terms and conditions, FAQs or other interpretative material, the“TALF Rules”).

2.		After due inquiry by our appropriate officers, agents and representatives, we have determined that the securities offered hereby designated as the (a) Class A-1 Notes, CUSIP #: [•], (b) Class A-2 Notes, CUSIP #: [•], (c) Class A-3 Notes, CUSIP #: [•], [and] (d) Class A-4 Notes, CUSIP #: [•], [and (e) Class B Notes, CUSIP #: [•],] constitute eligible collateral under TALF. In particular:

	•		The securities are U.S. dollar-denominated cash (that is, not synthetic) asset-backed securities (“ABS”) that have (or have been provided on a preliminary basis, expected to be confirmed no later than the closing date) a credit rating in the highest long-term or short-term investment-grade rating category from two or more eligible nationally recognized statistical rating organizations (NRSROs) and do not have (including on a preliminary basis) a credit rating below the highest investment-grade rating category from an eligible NRSRO. Such ratings were obtained without the benefit of any third-party guarantee and are not on review or watch for downgrade.

	•		The securities are cleared through The Depository Trust Company.


	•		The securities do not bear interest payments that step up or step down to predetermined levels on specific dates.


	•		The securities are not subject to an optional redemption other than a customary clean-up call (as defined in the TALF Rules).

	•		All or substantially all (defined as at least 95% of the dollar amount) of the credit exposures underlying the securities are exposures that are both (a) originated by U.S.-organized entities or institutions or U.S. branches or agencies of foreign banks and (b) made to U.S.-domiciled obligors. The underlying credit exposures are auto leases and do not include exposures that are themselves cash ABS or synthetic ABS. The average life of the securities is less than or equal to five years.

	•		All or substantially all of the credit exposures underlying the securities were originated on or after October 1, 2007. “Substantially all” for purposes of this paragraph means 85% or more of the dollar amount.

3.

Pursuant to the TALF Rules, the independent accounting firm that is performing certain procedures for the benefit of the FRBNY in connection with this offering is required, in certain circumstances where fraud or illegal acts are suspected to have occurred, to make reports to the TALF Compliance fraud hotline. We hereby provide our consent to such accounting firm to make such reports and waive any client confidentiality provisions we would otherwise be entitled to under applicable law, rules of accountant professional responsibility or contract.

B-1

4.		We understand that purchasers of the securities offered hereby that are affiliates of either the originators of assets that are securitized in this offering or the issuing entity or sponsor of this offering will not be able to use these securities as TALF collateral.

5.		We hereby undertake that, until the maturity of the securities offered hereby, we will issue a press release and notify the FRBNY and all registered holders of the securities if we determine that the statements set forth in Item 2 above were not correct when made or have ceased to be correct. We will issue such press release and make such notification no later than 9:00 a.m. on the fourth Business Day after we make such determination; provided that we undertake to provide same business-day notice of any change in credit rating issued by any major NRSRO (including any change in the final rating compared to a preliminary rating) that occurs after pricing of this offering and on or prior to the closing date.


6.		We hereby undertake that, until the maturity of the securities offered hereby, we will provide, as promptly as practicable, upon the request of the FRBNY, copies of (i) the Governing Documents for the securities and (ii) the servicer and/or trustee reports or any other similar reports provided or made available to investors in connection with the securities issued. Governing Documents include the instruments and agreements (including any indenture, pooling and servicing agreement, trust agreement, servicing agreement, other similar agreement and other operative document), however denominated, pursuant to which the securities were issued, the assets backing such securities are serviced and collections on such assets are applied, remitted and distributed.



7.		We hereby represent and warrant to the FRBNY and TALF LLC that (i) this prospectus supplement and the accompanying prospectus and (ii) this prospectus supplement and the accompanying prospectus, when taken as whole together with all information provided by us or on our behalf to any nationally recognized statistical rating organization in connection with this offering, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

7.

8.		We acknowledge that the FRBNY and TALF LLC (in accepting the securities offered hereby as collateral), will rely upon this certification and will suffer damages if such certification is incorrect. The sponsor (and, if required by the terms of the form referred to below, the sponsor’s direct or indirect ultimate parent) has executed and delivered to the FRBNY an undertaking, in the form prescribed by the FRBNY, under which the sponsor (and, if applicable, its direct or indirect ultimate parent) has agreed to indemnify FRBNY and TALF LLC and their respective affiliates against losses incurred or suffered by them arising out of any misrepresentation or breach of warranty made or to be performed by us in this certification.

8.

9.		We hereby jointly and severally agree that, should the securities be pledged to the FRBNY under the Master Loan and Security Agreement established under TALF or purchased by TALF LLC and at any time fail to constitute eligible collateral under TALF (provided that, solely for purposes of the foregoing, the only failure to satisfy the ratings eligibility criteria that shall be considered shall be a failure that arises as a result of the final rating on the securities, upon issuance, being lower than the required ratings for TALF eligibility, not any subsequent downgrades) under the TALF Rules as in effect at the time the securities are issued (a“Warranty Breach”), we shall permit (i) the United States Department of the Treasury (“Treasury”) and its agents, consultants, contractors and advisors, (ii) the Special Inspector General of the Troubled Asset Relief Program, and (iii) the Comptroller General of the United States access to personnel and any books, papers, records or other data in our possession, custody or control to the extent relevant to ascertaining the cause and nature of the Warranty Breach, during normal business hours and upon reasonable notice to the issuing entity or the sponsor, as the case may be; provided that prior to disclosing any information pursuant to clause (i), (ii) or (iii), the Treasury, the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United States shall have agreed, with respect to documents obtained under this agreement in furtherance of their respective functions, to follow applicable law and regulation (and the applicable customary policies and procedures, including those for inspectors general) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports, as appropriate, and soliciting input from the sponsor or the issuing entity, as applicable, as to information that should be afforded confidentiality. In making this agreement, we understand that Treasury has represented that it has been informed by the Special Inspector General of the Troubled Asset Relief Program and the Comptroller General of the United

B-2

States that they, before making any request for access or information pursuant to their oversight and audit functions, will establish a protocol to avoid, to the extent reasonably possible, duplicative requests. Nothing in this paragraph shall be construed to limit the authority that the Special Inspector General of the Troubled Asset Relief Program or the Comptroller General of the United States have under law.


VW Credit, Inc.		Volkswagen Auto Lease Trust [____]

		By:	VW Credit, Inc., as Administrator on behalf of the Issuing Entity

By:		By:

	Name:		Name:
	Title:		Title:	]

B-3

No dealer, salesperson or other person has been authorized to give any information or to make any representations not contained in this prospectus supplement and the accompanying prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the seller, the servicer or the underwriters. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to buy, the securities offered hereby to anyone in any jurisdiction in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make any such offer or solicitation. Neither the delivery of this prospectus supplement and the prospectus nor any sale made hereunder shall, under any circumstances, create an implication that information herein or therein is correct as of any time since the date of this prospectus supplement or the accompanying prospectus, respectively.

[VOLKSWAGEN LOGO]

Volkswagen Auto Lease Trust 20[ ]-[ ]
Issuing Entity


Class A-1 Notes		$
Class A-2 Notes		$
Class A-3 Notes		$
Class A-4 Notes		$
[Class B Notes]		$

Volkswagen Auto Lease/Loan Underwritten Funding, LLC
Depositor

VW Credit, Inc.
Sponsor and Servicer

PROSPECTUS
SUPPLEMENT

[UNDERWRITERS]

Until [ ], 20[ ], all dealers effecting transactions in the notes, whether or not participating in this distribution, may be required to deliver a prospectus supplement and the prospectus to which it relates. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus supplement and prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Prospectus

Volkswagen Auto Loan Enhanced Trusts

Issuing Entities

Auto Loan Asset-Backed Securities

Volkswagen Auto Lease/Loan Underwritten Funding, LLC

Depositor

VW Credit, Inc.

Sponsor and Servicer

You should consider carefully the risk factors beginning on page 1 of this prospectus and the risk factors in the applicable prospectus supplement.

The notes and the certificates will represent obligations of, or interests in, the related issuing entity only and are not guaranteed by any person including Volkswagen Auto Lease/Loan Underwritten Funding, LLC, VW Credit, Inc. or any of their respective affiliates. Neither the securities nor the underlying receivables are insured or guaranteed by any governmental entity.

This prospectus may be used to offer and sell securities only if accompanied by an applicable prospectus supplement for the related issuing entity.

The Issuing Entities:

The issuing entities may periodically issue asset-backed notes and/or certificates in one or more series with one or more classes, and each issuing entity will own:

	•		motor vehicle retail installment sales contracts and/or installment loans secured by a combination of new and used automobiles, light-duty trucks or other types of motor vehicles;

	•		collections on the receivables;

	•		liens on the financed vehicles and the rights to receive proceeds from claims on insurance policies;

	•		funds in the accounts of the issuing entity; and

	•		any credit or cash flow enhancement issued in favor of the issuing entity.

The Securities:

	•		will represent indebtedness of the issuing entity that issued those securities, in the case of the notes, or beneficial interests in the issuing entity that issued those securities, in the case of the certificates;

	•		will be paid only from the assets of the issuing entity that issued those securities;

	•		will represent the right to payments in the amounts and at the times described in the accompanying applicable prospectus supplement;

	•		may benefit from one or more forms of credit or cash flow enhancement; and

	•		will be issued as part of a designated series, which may include one or more classes of notes and/or one or more classes of certificates.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [ ]

OVERVIEW OF THE INFORMATION IN THIS PROSPECTUS
AND THE APPLICABLE PROSPECTUS SUPPLEMENT

We provide information about your securities in two separate documents: (a) this prospectus, which provides general information, some of which may not apply to a particular series of notes or certificates, including your series; and (b) the applicable prospectus supplement, which describes the specific terms of your series, including information about:

	•		the type of securities offered;

	•		certain risks relating to an investment in the securities;

	•		the timing and amount of interest payments on and principal payments of the securities;

	•		the receivables underlying your securities;

	•		the credit enhancement and cash flow enhancement for each class of securities;

	•		the credit ratings for each class of securities; and

	•		the method of selling the securities.

Whenever information in the applicable prospectus supplement is more specific or different than the information in this prospectus, you should rely on the information in the applicable prospectus supplement.

You should rely only on the information provided in this prospectus and the applicable prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering the securities in any jurisdiction where the offer is not permitted.

We include cross-references in this prospectus and in the applicable prospectus supplement to captions in these materials where you can find further related discussions. The tables of contents in the applicable prospectus supplement provide the pages on which these captions are located.

To understand the structure of, and risks related to, these securities, you must read carefully this prospectus and the applicable prospectus supplement in their entirety.

i

TABLE OF CONTENTS


RISK FACTORS			1
CAPITALIZED TERMS			12
THE ISSUING ENTITIES			12
THE OWNER TRUSTEE			13
THE DEPOSITOR			14
THE RECEIVABLES			14
The Receivables			14
The Receivables Pools			15
Calculation Methods			15
ORIGINATION AND SERVICING PROCEDURES			15
General			15
Underwriting Procedures			16
Servicing and Collections			17
Collection and Repossession Procedures			17
Extensions			18
Servicing Experience			18
Insurance			18
PRE-FUNDING ARRANGEMENT			19
MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS			19
POOL FACTORS, NOTE FACTORS AND POOL INFORMATION			20
USE OF PROCEEDS			21
THE SECURITIES			21
The Notes			21
The Certificates			23
Ratings of the Securities			24
Revolving Period and Amortization Period			24
Series of Securities			24
Book-Entry Registration			25
Definitive Securities			25
Access to Securityholder Lists			26
Statements to Securityholders			26
Restrictions on Ownership and Transfer			27
THE TRANSACTION DOCUMENTS			27
Transfer and Assignment of the Receivables			28
The Collection Account and Permitted Investments			29
Other Accounts			29
Payments on Receivables			29
Payments and Distributions on the Securities			29
Credit and Cash Flow Enhancement			30
Servicer Reports			32
Purchase of Receivables by the Servicer			32
Servicing Fee			32
Collection of Receivable Payments			32
Advances			33
Realization Upon Defaulted Receivables			33
Evidence as to Compliance			34
Material Matters Regarding the Servicer			34
Servicer Replacement Events			35
Rights Upon Default by the Servicer			35

ii


Amendment			35
Optional Redemption			35
The Owner Trustee and the Indenture Trustee			36
The Administrator			36
DESCRIPTION OF THE INDENTURE			36
Modification of Indenture			37
Events of Default Under the Indenture; Rights Upon Event of Default			37
Material Covenants			37
Annual Compliance Statement			38
Indenture Trustee’s Annual Report			38
Satisfaction and Discharge of Indenture			38
The Indenture Trustee			38
MATERIAL LEGAL ASPECTS OF THE RECEIVABLES			39
Rights in the Receivables			39
Security Interests in the Financed Vehicles			40
Repossession			42
Notice of Sale; Redemption Rights			42
Deficiency Judgments and Excess Proceeds			43
Consumer Protection Law			43
Certain Matters Relating to Bankruptcy			44
Repurchase Obligation			46
Servicemembers Civil Relief Act			46
Other Limitations			47
MATERIAL FEDERAL INCOME TAX CONSEQUENCES			47
The Notes			50
Trust Certificates			52
Partnership Certificates			56
Tax Non-Entity Certificates			60
STATE AND LOCAL TAX CONSEQUENCES			61
TAX SHELTER DISCLOSURE AND INVESTOR LIST REQUIREMENTS			61
CERTAIN ERISA CONSIDERATIONS			61
Exemptions Available to Debt Instruments			61
Underwriter Exemption			62
PLAN OF DISTRIBUTION			68
FORWARD-LOOKING STATEMENTS			69
RATINGS OF THE SECURITIES			70
REPORTS TO SECURITYHOLDERS			70
WHERE YOU CAN FIND MORE INFORMATION			70
INCORPORATION BY REFERENCE			71
LEGAL MATTERS			71
GLOSSARY			72
INDEX OF PRINCIPAL TERMS			I-1

iii

RISK FACTORS

An investment in the securities involves significant risks. Before you decide to invest, we recommend that you carefully consider the following risk factors.


You must rely for repayment only upon the issuing entity’s assets, which may not be sufficient to make full payments on your securities.		Your securities are either secured by or represent beneficial ownership interests solely in the assets of the related issuing entity. Your securities will not represent an interest in or obligation of VW Credit, the depositor or any of their respective affiliates. Distributions on any class of securities will depend solely on the amount and timing of payments and other collections in respect of the related receivables and any credit enhancement or cash flow enhancement for the securities. We cannot assure you that these amounts will be sufficient to make full and timely distributions on your securities. The securities and the receivables will not be insured or guaranteed, in whole or in part, by the United States or any governmental entity or, unless specifically set forth in the applicable prospectus supplement, by any provider of credit enhancement or cash flow enhancement.

You may experience a loss if defaults on the receivables and related losses exceed the available credit enhancement or cash flow enhancement.		The issuing entity does not have, nor is it permitted or expected to have, any significant assets or sources of funds other than the receivables together with its right to payments under any interest rate or currency swap or cap agreement or credit enhancement and available funds in certain accounts. The securities of a series represent obligations solely of the issuer and will not be insured or guaranteed by any entity unless otherwise indicated in the applicable prospectus supplement. Accordingly, you will rely primarily upon collections on the receivables owned by the issuing entity for your series of securities and, to the extent available, any credit enhancement for the issuing entity, including payments under any interest rate or currency swap or cap agreement and amounts on deposit in any reserve account or similar account. Funds on deposit in any reserve account or similar account will cover shortfalls due to delinquencies and losses on the receivables up to some level. However, if delinquencies and losses create shortfalls which exceed the available credit enhancement for your series of securities, you may experience delays in payments due to you and you could suffer a loss. You will have no claim to any amounts properly distributed to the depositor or others from time to time.

Returns on your investments may be reduced by prepayments on the receivables, events of default, optional redemption of the securities or repurchases of receivables from the issuing entity.		You may receive payments on your securities earlier than you expected for the reasons set forth below. You may not be able to invest the amounts paid to you earlier than you expected at a rate of return that is equal to or

1


		greater than the rate of return on your securities.

		• The rate of return of principal is uncertain. The amount of distributions of principal of your securities and the time when you receive those distributions depend on the amount in which and times at which obligors make principal payments on the receivables. Those principal payments may be regularly scheduled payments or unscheduled payments resulting from prepayments or defaults of the receivables. Additionally, if an originator, the depositor or the servicer is required to repurchase receivables from the issuing entity because of a breach of representation or warranty, payment of principal on the securities will be accelerated.

		• You may be unable to reinvest distributions in comparable investments. The occurrence of an optional redemption event or events of default resulting in acceleration may require repayment of the securities prior to the expected principal payment date for one or more classes of securities of a series. Asset backed securities, like the securities, usually produce a faster return of principal to investors if market interest rates fall below the interest rates on the receivables and produce a slower return of principal when market interest rates are above the interest rates on the receivables. As a result, you are likely to receive more money to reinvest at a time when other investments generally are producing a lower yield than that on your securities, and are likely to receive less money to reinvest when other investments generally are producing a higher yield than that on your securities. You will bear the risk that the timing and amount of distributions on your securities will prevent you from attaining your desired yield.

		• An early redemption of the securities from an optional redemption will shorten the life of your investment which may reduce your yield to maturity. If the receivables are sold upon exercise of a “clean-up call” by the servicer or any other entity specified in the applicable prospectus supplement, the issuing entity will redeem the securities and you will receive the remaining principal amount of your securities plus any other amounts due to securityholders,

2


		such as accrued interest through the related payment date. Because your securities will no longer be outstanding, you will not receive the additional interest payments or other distributions that you would have received had the securities remained outstanding. If you bought your securities at par or at a premium, your yield to maturity will be lower than it would have been if the optional redemption had not been exercised.

The failure to make interest and principal payments on any securities of a series will generally not result in an event of default under the related indenture until the applicable final scheduled payment date.		The amount of interest and principal required to be paid to investors prior to the applicable final scheduled payment date set forth in the applicable prospectus supplement generally will be limited to amounts available for those purposes. Therefore, the failure to pay interest on or principal of a security generally will not result in an event of default under the indenture until the applicable final scheduled payment date for that series of securities.

The issuing entity’s interest in the receivables could be defeated because the contracts will not be delivered to the issuing entity.		The servicer, as custodian of the receivables, will maintain possession of the original contracts for each of the receivables and the original contracts will not be segregated or marked as belonging to the issuing entity. If the servicer sells or pledges and delivers the original contracts for the receivables to another party, in violation of its contractual obligations, this party could acquire an interest in the receivable having a priority over the issuing entity’s interest.

		In addition, another person could acquire an interest in a receivable that is superior to the issuing entity’s interest in the receivable if the receivable is evidenced by an electronic contract and the servicer loses control over the authoritative copy of the contract and another party purchases the receivable evidenced by the contract without knowledge of the issuing entity’s interest. If the servicer loses control over the contract through fraud, forgery, negligence or error, or as a result of a computer virus or a hacker’s actions or otherwise, a person other than the issuing entity may be able to modify or duplicate the authoritative copy of the contract.

		As a result of any of the above events, the issuing entity may not have a perfected security interest in certain receivables. The possibility that the issuing entity may not have a perfected security interest in the receivables may affect the issuing entity’s ability to repossess and sell the underlying financed vehicles. Therefore, you may be subject to delays in payment and may incur

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		losses on your investment in the securities.

		Furthermore, if the servicer, as custodian of the receivables, becomes the subject of a bankruptcy proceeding, competing claims to ownership or security interests in the receivables could arise. These claims, even if unsuccessful, could result in delays in payments on the securities. If successful, these claims could result in losses or delays in payments to you or an acceleration of the repayment of the securities.

The issuing entity’s security interest in the financed vehicles will not be noted on the certificates of title, which may cause losses on your securities.		Upon the origination of a receivable, each Originator or its predecessor in interest or affiliate, as applicable, takes a security interest in the financed vehicle by placing a lien on the title to the financed vehicle. In connection with each sale of receivables to the depositor, each Originator, either directly or through one or more other Originators, will assign its security interests in the financed vehicles to the depositor, who will further assign them to the issuer. Finally, the issuing entity will pledge its interest in the financed vehicles as collateral for the securities. The lien certificates or certificates of title relating to the financed vehicles will not be amended or reissued to identify the issuing entity as the new secured party. In the absence of an amendment or reissuance, the issuing entity may not have a perfected security interest in the financed vehicles securing the receivables in some states. We, an Originator or another entity may be obligated to repurchase any receivable sold to the issuing entity which did not have a perfected security interest in the name of that Originator or an affiliate, as applicable, in the financed vehicle.

		We, the servicer, an Originator or another entity may be required to purchase or repurchase, as applicable, any receivable sold to the issuing entity as to which it failed to obtain or maintain a perfected security interest in the financed vehicle securing the receivable. All of these purchases and repurchases are limited to breaches that materially and adversely affect the interests of the securityholders in the receivable and are subject to the expiration of a cure period. If the issuing entity has failed to obtain or maintain a perfected security interest in a financed vehicle, its security interest would be subordinate to, among others, a bankruptcy trustee of the obligor, a subsequent purchaser of the financed vehicle or a holder of a perfected security interest in the financed vehicle or a bankruptcy trustee of such holder. If the issuing entity elects to attempt to repossess the related financed vehicle, it might not be able to realize any liquidation proceeds on the financed vehicle and, as

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		a result, you may suffer a loss on your investment in the securities.

Failure to comply with consumer protection laws could result in a loss.		Federal and state consumer protection laws impose requirements on retail loan contracts such as the receivables. The failure by the applicable originator to comply with these requirements may give rise to liabilities on the part of the issuing entity of a series of securities. Each applicable Originator will represent and warrant that each receivable complies with applicable law in all material respects. If that representation and warranty relating to any receivable for a series of securities proves incorrect, materially and adversely affects the interests of the issuing entity and is not timely cured, that originator will be required to repurchase the noncompliant receivable from the issuing entity. To the extent that the originator fails to make such a repurchase, or to the extent that a court holds the issuing entity liable for violating consumer protection laws regardless of such a repurchase, a failure to comply with consumer protection laws could result in required payments by the issuing entity. If sufficient funds are not available to make both payments to obligors and on your securities, you may suffer a loss on your investment in the securities.

		For a discussion of federal and state consumer protection laws which may affect the receivables, you should refer to “Material Legal Aspects of the Receivables —Consumer Protection Law” in this prospectus.

A depositor or sponsor bankruptcy could delay or limit payments to you.		Following a bankruptcy or insolvency of the sponsor or the depositor, a court could conclude that the receivables for your series of securities are owned by the sponsor or the depositor, instead of the issuing entity. This conclusion could be either because the transfer of the receivables from VW Credit to the depositor or from the depositor to the related issuing entity was not a true sale or because the court concluded that the depositor or the issuing entity should be treated as the same entity as the sponsor or the depositor for bankruptcy purposes. If this were to occur, you could experience delays in payments due to you or you may not ultimately receive all amounts due to you as a result of:

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		• the automatic stay, which prevents a secured creditor from exercising remedies against a debt or in bankruptcy without permission from the court, and provisions of the United States Bankruptcy Code that permit substitution of collateral in limited circumstances;

		• tax or government liens on the sponsor’s or depositor’s property (that arose prior to the transfer of the receivables to the issuing entity) having a prior claim on collections before the collections are used to make payments on the securities; or

		• the fact that the issuing entity and the indenture trustee for your series of securities may not have a perfected security interest in any cash collections of the receivables held by the servicer at the time that a bankruptcy proceeding begins.

		For a discussion of how a bankruptcy proceeding of the sponsor or the depositor may affect the issuing entity and the securities, you should refer to “Material Legal Aspects of the Receivables—Certain Matters Relating to Bankruptcy”in this prospectus.

The Originators, the servicer and the depositor have limited obligations to the issuing entity and will not make payments on the securities		The Originators, the servicer, the depositor and their affiliates are not obligated to make any payments to you on your securities. The Originators, the servicer, the depositor and their affiliates do not guarantee payments on the receivables or your securities. However, the Originators will and the depositor may make representations and warranties about the characteristics of the receivables.

		If a representation or warranty made by an Originator with respect to a receivable is untrue, or if that Originator breaches a covenant with respect to a receivable, then that Originator or another entity may be required to repurchase that receivable. If that Originator or another entity fails to repurchase that receivable, you might experience delays and/or reductions in payments on the securities. In addition, in some circumstances, the servicer may be required to purchase receivables. If the servicer fails to purchase receivables, you might experience delays and/or reductions in payments on your securities.

		See “The Transaction Documents—Payments and Distributions on the Securities” in this prospectus.

Interests of other persons in the receivables and financed vehicles could be superior to the issuing entity’s interest, which may result		The issuing entity could lose the priority of its security interest in a financed vehicle due to, among other things, liens for repairs or storage of a financed vehicle or for

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in reduced payments on your securities.		unpaid taxes of an obligor. Neither the servicer nor any Originator will have any obligation to purchase or repurchase, respectively, a receivable if these liens result in the loss of the priority of the security interest in the financed vehicle after the issuance of securities by the issuing entity. Generally, no action will be taken to perfect the rights of the issuing entity in proceeds of any insurance policies covering individual financed vehicles or obligors. Therefore, the rights of a third party with an interest in the proceeds could prevail against the rights of the issuing entity prior to the time the proceeds are deposited by the servicer into an account controlled by the trustee for the securities. See “Material Legal Aspects of the Receivables—Security Interests in the Financed Vehicles” in this prospectus.

You may experience a loss or a delay in receiving payments on the securities if the assets of the issuing entity are liquidated.		If certain events of default under the indenture occur and the securities of a series are accelerated, the related indenture trustee may liquidate the assets of the related issuing entity. If a liquidation occurs close to the date when any class otherwise would have been paid in full, repayment of that class might be delayed while liquidation of the assets is occurring. The issuing entity cannot predict the length of time that will be required for liquidation of the assets of the issuing entity to be completed. In addition, liquidation proceeds may not be sufficient to repay the securities of that series in full. Even if liquidation proceeds are sufficient to repay the securities in full, any liquidation that causes the outstanding principal balance of a class of securities to be paid before the related final scheduled payment date will involve the prepayment risks described under“Risk Factors— Returns on your investments may be reduced by prepayments on the receivables, events of default, optional redemption of the securities or repurchases of receivables from the issuing entity”in this prospectus.

The servicer’s commingling of funds with its own funds could result in a loss.		Subject to the satisfaction of certain conditions set forth in the applicable prospectus supplement, VW Credit, as the servicer, may be able to commingle funds relating to a transaction such as collections from the loans and proceeds from the disposition of any repossessed financed vehicles with its own funds during each Collection Period and may make a single deposit to the collection account on each payment date. Commingled funds may be used or invested by the servicer at its own risk and for its own benefit. If the servicer were unable to remit those funds or the servicer were to become a debtor under any insolvency laws, delays or reductions in distributions to you may occur.

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Extensions and deferrals of payments on receivables could increase the average life of the securities.		In some circumstances, the servicer may permit an extension on payments due on receivables on a case-by-case basis. In addition, the servicer may from time to time offer obligors an opportunity to defer payments. Any of these extensions or deferrals may extend the maturity of the receivables and increase the weighted average life of the securities. The weighted average life and yield on your securities may be adversely affected by extensions and deferrals on the receivables. However, if specified in the applicable prospectus supplement, the servicer will be required to purchase a receivable from the issuing entity if it extends the term of the receivable beyond the latest final scheduled payment date for any class of related securities.

The return on your securities may be reduced due to varying economic circumstances.		A deterioration in economic conditions could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables. As a result, you may experience payment delays and losses on your securities. An improvement in economic conditions could result in prepayments by the obligors of their payment obligations under the receivables. As a result, you may receive principal payments of your securities earlier than anticipated. No prediction or assurance can be made as to the effect of an economic downturn or economic growth on the rate of delinquencies, prepayments and/or losses on the receivables.

The return on your securities could be reduced by shortfalls due to application of the Servicemembers Civil Relief Act.		The Servicemembers Civil Relief Act and similar state legislation may limit the interest payable on a receivable during an obligor’s period of active military duty. This legislation could adversely affect the ability of the servicer to collect full amounts of interest on a receivable as well as to foreclose on an affected receivable during and, in certain circumstances, after the obligor’s period of active military duty. This legislation may thus result in delays and losses in payments to holders of the securities. See “Material Legal Aspects of the Receivables—Servicemembers Civil Relief Act” in this prospectus.

Changes to federal or state bankruptcy or debtor relief laws may impede collection efforts or alter timing and amount of collections, which may result in acceleration of or reduction in payment on your securities.		If an obligor sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the obligor’s obligations to repay amounts due on its receivable. As a result, that receivable would be written off as uncollectible. You could suffer a loss if no funds are available from credit enhancement or other sources and finance charge amounts allocated to the securities are insufficient to

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		cover the applicable default amount.

The absence of a secondary market for the securities could limit your ability to resell your securities.		If you want to sell your securities you must locate a purchaser that is willing to purchase those securities. The underwriters intend to make a secondary market for the securities. The underwriters will do so by offering to buy the securities from investors that wish to sell. However, the underwriters will not be obligated to make offers to buy the securities and may stop making offers at any time. In addition, the prices offered, if any, may not reflect prices that other potential purchasers would be willing to pay, were they to be given the opportunity. There have been times in the past where there have been very few buyers of asset-backed securities, and there may be these times again in the future. As a result, you may not be able to sell your securities when you want to do so or you may not be able to obtain the price that you wish to receive.

Because the securities are in book-entry form, your rights can only be exercised indirectly.		Because the securities will initially be issued in book-entry form, you will be required to hold your interest in your securities through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme or Euroclear Bank S.A./NV as operator of the Euroclear System in Europe or Asia. Transfers of interests in the securities within The Depository Trust Company, Clearstream Banking, société anonyme or Euroclear Bank/S.A./NV as operator of the Euroclear System must be made in accordance with the usual rules and operating procedures of those systems. So long as the securities are in book-entry form, you will not be entitled to receive a definitive note representing your interest. The securities of a series will remain in book-entry form except in the limited circumstances described under the caption “The Securities—Definitive Securities” in this prospectus. Unless and until the securities cease to be held in book-entry form, the related transaction parties will not recognize you as a holder of the related security.

		As a result, you will only be able to exercise the rights as a securityholder indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream Banking, société anonyme and Euroclear Bank S.A./NV as operator of the Euroclear System (in Europe or Asia) and their participating organizations. Holding the securities in book-entry form could also limit your ability to pledge or transfer your securities to persons or entities that do not participate in The Depository Trust Company, Clearstream Banking, société anonyme or

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		Euroclear Bank S.A./NV as operator of the Euroclear System. In addition, having the securities in book-entry form may reduce their liquidity in the secondary market since certain potential investors may be unwilling to purchase securities for which they cannot obtain physical notes.

		Interest and principal on the securities of any series will be paid by the related issuing entity to The Depository Trust Company as the record holder of those securities while they are held in book-entry form. The Depository Trust Company will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to securityholders either directly or indirectly through indirect participants. This process may delay your receipt of payments from the issuing entity.

The ratings for the securities are limited in scope, may not continue to be issued and do not consider the suitability of an investment in the securities for you.		We will offer a class of securities only if that class receives the rating specified in the applicable prospectus supplement. The rating considers only the likelihood that the issuing entity will pay interest on time and will ultimately pay principal in full or make full distributions of the outstanding balance of the securities. A security rating is not a recommendation to buy, sell or hold the securities. Ratings on the securities may be lowered, qualified or withdrawn at any time after the securities are issued without notice from the issuing entity or the depositor. A rating downgrade may reduce the price that a subsequent purchaser will be willing to pay for the securities. Ratings on the securities do not address the timing of distributions of principal on the securities prior to the applicable final scheduled payment date. The ratings do not consider the prices of the securities or their suitability to a particular investor. If a rating agency changes its rating or withdraws a rating, no one has an obligation to provide additional credit enhancement or to restore the original rating.

Adverse events with respect to VW Credit or its affiliates or third party providers to whom VW Credit outsources its activities could affect the timing of payments on your securities or have other adverse effects on your securities.		Adverse events with respect to VW Credit or any of its affiliates or a third party provider to whom VW Credit outsources its activities could result in servicing disruptions or reduce the market value of your securities. In the event of a termination and replacement of VW Credit as the servicer, there may be some disruption of the collection activity with respect to delinquent loans and therefore delinquencies and credit losses could increase. Similarly, if VW Credit becomes unable to repurchase the beneficial interest in any receivables which do not comply with representations and warranties about the receivables made by VW Credit in

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		the related transfer agreement (for example, representations relating to the compliance of the lease receivables with applicable laws), then investors could suffer losses. In addition, adverse corporate developments with respect to servicers of asset-backed securities or their affiliates have in some cases also resulted in a reduction in the market value of the related asset-backed securities. For example, VW Credit is an indirect wholly-owned subsidiary of Volkswagen AG. Although Volkswagen AG is not guaranteeing the obligations of the issuing entity for any series of securities, if Volkswagen AG ceased to manufacture vehicles or support the sale of vehicles or if Volkswagen AG faced financial or operational difficulties, such events may reduce the market value of Volkswagen and Audi vehicles, and ultimately the amount realized on any Volkswagen or Audi vehicle repossessed following an obligor’s default under the related receivable.

The securities may not be a suitable investment for you.		The securities are not a suitable investment for you if you require a regular or predictable schedule of payments or payment on any specific date. The securities are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risks, the tax consequences of an investment in the securities and the interaction of these factors.

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CAPITALIZED TERMS

The capitalized terms used in this prospectus, unless defined elsewhere in this prospectus, have the meanings set forth in the glossary at the end of this prospectus.

THE ISSUING ENTITIES

With respect to each series of securities, Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the“depositor”), a Delaware limited liability company and a wholly owned special purpose, bankruptcy remote subsidiary of VW Credit, Inc., a Delaware corporation (“VW Credit”), will establish a separate issuing entity that will issue the securities of that series. Each issuing entity will be either a limited liability company formed pursuant to a limited liability agreement, a limited partnership formed pursuant to a limited partnership agreement or a trust formed pursuant to a trust agreement between the depositor and the owner trustee specified in the applicable prospectus supplement for that issuing entity. The issuing entity will be formed in accordance with the laws of Delaware or New York as a common law trust, statutory trust, limited partnership or limited liability company, as specified in the applicable prospectus supplement. The fiscal year end of the issuing entity will be set forth in the applicable prospectus supplement. The depositor will sell and assign the receivables and other specified issuing entity property to the issuing entity in exchange for the securities of that issuing entity. The authorized purposes of each issuing entity will be described in the applicable prospectus supplement.

The issuing entity may issue asset-backed notes and may, if a trust, issue asset-backed certificates, in one or more classes, in amounts, at prices and on terms to be determined at the time of sale and to be set forth in the applicable prospectus supplement. The notes and/or certificates of a series are collectively referred to as securities. Any notes that are issued will represent indebtedness of the issuing entity and will be issued and secured pursuant to an indenture between the issuing entity and the indenture trustee specified in the applicable prospectus supplement. Any certificates that are issued will represent beneficial interests in that issuing entity.

In addition to and to the extent specified in the applicable prospectus supplement, the property of each issuing entity may include (collectively as follows, the “issuing entity property”):

	•		the receivables identified on the schedule of receivables acquired on the Closing Date and on each subsequent funding date, if any, which are a pool of motor vehicle retail installment sales contracts and/or installment loans made by an Originator, a third party or through a dealer that sold a financed vehicle, all of which are secured by new or used automobiles, light-duty trucks and/or other types of motor vehicles;

	•		collections and all other amounts due under the receivables after the cut-off dates specified in the applicable prospectus supplement;

	•		the depositor’s right to all documents and information contained in the receivable files;

	•		the security interests in the financed vehicles;

	•		rights under any interest rate swap or cap agreement and payments made by the counterparty under that interest rate swap or cap agreement;

	•		an Originator’s rights to receive any proceeds from claims on any physical damage, credit life, risk default, disability or other insurance policies covering the financed vehicles or

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obligors or refunds in connection with extended service agreements relating to defaulted receivables from the applicable cut-off date;

	•		any other property securing the receivables;

	•		to the extent specified in the applicable prospectus supplement, some of the Originator’s rights relating to the receivables purchased from dealers under agreements between the Originators that purchase receivables from dealers and the dealers that sold the financed vehicles;

	•		the issuing entity accounts and all amounts on deposit in the applicable issuing entity accounts, including the related collection account and any other account identified in the applicable prospectus supplement, including all Eligible Investments credited thereto (but excluding any investment income from Eligible Investments which is to be paid to the servicer of the receivables or other entity identified in the applicable prospectus supplement);

	•		rights of the issuing entity under the applicable transaction documents;

	•		the rights under any credit enhancement; and

	•		all proceeds of the foregoing.

To the extent specified in the applicable prospectus supplement, an insurance policy, reserve account, spread account or other form of credit enhancement or liquidity may be a part of the property of any given issuing entity or may be held by the owner trustee or the indenture trustee for the benefit of holders of the related securities. To the extent specified in the applicable prospectus supplement, an interest rate or currency swap or cap, or a guaranteed investment contract may also be a part of the property of any given issuing entity.

If so provided in the applicable prospectus supplement, the property of an issuing entity may also include a pre-funding account, into which the depositor will deposit cash and which will be used by the issuing entity to purchase receivables directly or indirectly from Originators during a specified period following the Closing Date for the related issuing entity. Any receivables so conveyed to an issuing entity will also be issuing entity property of the issuing entity.

Prior to formation, each issuing entity will have no assets or obligations. After formation, each issuing entity will not engage in any activity other than acquiring and holding the related receivables and the issuing entity property, issuing the related securities, distributing payments in respect thereof and any other activities described in this prospectus, in the applicable prospectus supplement and in the trust agreement, limited liability company agreement or limited partnership agreement of the issuing entity, as applicable. Each issuing entity will not acquire any receivables or assets other than the issuing entity property.

THE OWNER TRUSTEE

The owner trustee for any issuing entity that is a trust will be specified in the applicable prospectus supplement. The owner trustee’s liability in connection with the issuance and sale of the related securities is limited solely to the express obligations of the owner trustee set forth in the related trust agreement. The owner trustee may resign at any time, in which event the administrator and the

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depositor, acting jointly, will be obligated to appoint a successor owner trustee. The depositor or the administrator of each issuing entity may also remove the owner trustee if:

	•		the owner trustee ceases to be eligible to continue as owner trustee under the related trust agreement;

	•		the owner trustee becomes legally unable to act; or

	•		the owner trustee becomes insolvent.

In any of these circumstances, the depositor and/or the administrator, as specified in the applicable prospectus supplement, must appoint a successor owner trustee. If the owner trustee resigns or is removed, the resignation or removal and appointment of a successor owner trustee will not become effective until the successor owner trustee accepts its appointment.

The principal offices of the applicable issuing entity and the related owner trustee will be specified in the applicable prospectus supplement.

THE DEPOSITOR

The depositor, Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a wholly owned special purpose, bankruptcy remote subsidiary of VW Credit, was formed as a limited liability company named Volkswagen Auto Lease Underwritten Funding, LLC under the laws of the State of Delaware on August 9, 2002. Volkswagen Auto Lease Underwritten Funding LLC changed its name to Volkswagen Auto Lease/Loan Underwritten Funding, LLC on December 15, 2006. The principal offices of the depositor are located at 2200 Ferdinand Porsche Drive, Herndon, Virginia 20171 and the telephone number is (703) 364-7000. The depositor was organized solely for the limited purposes of acquiring beneficial interests in portfolios of motor vehicle leases and the related leased vehicles, acquiring motor vehicle loans and motor vehicle installment sale contracts and associated rights, issuing securities and engaging in related transactions. The depositor’s limited liability company agreement limits the activities of the depositor to the foregoing purposes and to any activities incidental to and necessary for these purposes. Since its inception, the depositor has been engaged in these activities solely as (i) the purchaser of beneficial interests in portfolios of motor vehicle leases and the related leased vehicles from VW Credit pursuant to purchase agreements, (ii) the depositor of beneficial interests in portfolios of motor vehicle leases and the related leased vehicles pursuant to sale agreements, (iii) the purchaser of receivables from VW Credit pursuant to purchase agreements, (iv) the depositor of motor vehicle loans and motor vehicle installment sale contracts to securitization trusts pursuant to sale and servicing agreements, (v) the depositor that formed various securitization trusts pursuant to trust agreements and (vi) the entity that executes underwriting agreements and purchase agreements in connection with issuances of asset-backed securities.

THE RECEIVABLES

The Receivables

The receivables consist of motor vehicle retail installment sales contracts and/or installment loans. These receivables are secured by a combination of new and/or used automobiles, light-duty trucks or other types of motor vehicles. The receivables to be transferred to any issuing entity have been or will be purchased or originated by the Originators. See “Origination and Servicing Procedures” in this prospectus.

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The Receivables Pools

The receivables to be purchased by each issuing entity, also known as the “receivables pool,” will be selected by the depositor based upon the satisfaction of several criteria, including, among other criteria, that each receivable:

	•		was originated out of the sale of or is secured by a new vehicle or a used vehicle;

	•		requires substantially equal monthly payments to be made by the related obligor;

	•		has an obligor which is not a government or governmental subdivision or agency and is not shown on the servicer’s records as a debtor in a pending bankruptcy proceeding; and

	•		is not more than 30 days delinquent on the related cut-off date.

Each of receivables will be selected using selection procedures that were not known or intended by VW Credit or the servicer to be adverse to the related issuing entity.

The depositor will sell or transfer receivables having an aggregate outstanding principal balance specified in the applicable prospectus supplement as of the applicable cut-off date to the applicable issuing entity. The purchase price paid by each issuing entity for each receivable included in the issuing entity property of the issuing entity will reflect the outstanding principal balance of the receivable as of the cut-off date calculated under either the Scheduled Interest Method or the Simple Interest Method.

Additional information with respect to the receivables pool securing each series of securities will be set forth in the applicable prospectus supplement including, to the extent appropriate, the composition of the receivables, the distribution by contract rate or annual percentage rate, the geographic distribution of the receivables by state and the portion of the receivables pool secured by new vehicles and by used vehicles.

Calculation Methods

Each of the receivables included in the issuing entity property of an issuing entity will be a contract or loan where the allocation of each payment between interest and principal is calculated using either the Simple Interest Method or the Scheduled Interest Method.

ORIGINATION AND SERVICING PROCEDURES

The following is a description of the origination, underwriting and servicing of motor vehicle receivables by the Originators as of the date of this prospectus. The applicable prospectus supplement will describe any material changes to this information with respect to the origination, underwriting and servicing of the pool of receivables transferred to the related issuing entity.

The Originators originate or acquire receivables through a variety of origination channels across a wide spectrum of credit quality obligors. VW Credit will act as servicer for each transaction unless another servicer is specified in the applicable prospectus supplement.

General

VW Credit was incorporated in Delaware on April 2, 1981 and is a wholly owned indirect subsidiary of Volkswagen Group of America, Inc. (“Volkswagen Group of America”). Volkswagen Group of America is an

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indirect wholly owned subsidiary of Volkswagen Aktiengesellschaft (“Volkswagen AG”). The principal activity of VW Credit is acting as a finance subsidiary of Volkswagen Group of America, including purchasing retail installment sales contracts and leases from Volkswagen and Audi dealers. VW Credit offers a wide range of automobile-related financial products, including wholesale floor plan financing and retail auto loan and lease financing.

The principal offices of VW Credit are located at 2200 Ferdinand Porsche Drive, Herndon, Virginia 20171. Its telephone number is (703) 364-7000.

Underwriting Procedures

VW Credit’s underwriting standards emphasize the prospective obligor’s willingness and ability to repay the amounts when due on the contract, as well as the asset value of the motor vehicle to be financed. Contracts that are purchased must comply with VW Credit’s underwriting standards and other requirements under existing agreements between VW Credit and dealers. VW Credit’s underwriting, servicing and collection activities are conducted principally at processing centers located in Libertyville, Illinois and Portland, Oregon.

Each applicant for a retail installment sale contract is required to complete a credit application. Applications submitted to VW Credit include the following information about the applicant:

	•		residential information;

	•		source and amount of monthly income;

	•		monthly mortgage or rent payment;

	•		social security number; and

	•		other personal and financial information.

Dealers submit applications together with information about the proposed terms of the retail installment sale contract to VW Credit through website based systems or by facsimile. VW Credit generally obtains a credit report on the applicant from a national credit bureau selected based upon VW Credit’s assessment of which credit bureau provides the most accurate and complete credit reports in the applicant’s geographic area. In a limited number of cases, a credit report is not available because an applicant does not have an established credit history. If an individual applicant has sufficient recent credit history, the credit bureau data includes the applicant’s credit risk score, often referred to as a “credit bureau score” or a FICO^®* score, which is generated using statistical models created by Fair, Isaac & Co. The credit bureau score measures the likelihood an applicant will repay an obligation as expected. Credit scores are the primary factors used as measuring devices to indicate the degree of risk on contracts offered to VW Credit by dealers.

VW Credit also evaluates each application using a proprietary credit scoring algorithm developed by a third party credit scoring company for VW Credit and referred to as a scorecard. The scorecard is used to assess the creditworthiness of an applicant using the credit bureau data to assign the applicant a proprietary credit score.


^*		FICO^® is a registered trademark of Fair, Isaac & Co.

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Credit applications are automatically evaluated when received and some are approved or rejected based on VW Credit’s electronic decisioning model which uses the VW Credit-derived credit score along with the applicant’s credit bureau score. In most cases, VW Credit’s credit analysts evaluate applications to make a purchase decision using the company’s written underwriting guidelines. The credit analyst considers the same information included in the electronic decisioning model and weighs other factors, such as the prospective purchaser’s prior experience with VW Credit, and makes a credit decision based on the analyst’s assessment of the strengths and weaknesses of each application.

VW Credit uses risk-based pricing that includes a tiered system of interest rates and advance rates representing the varying degrees of risk assigned to different ranges of credit risk. If VW Credit considers an applicant to be relatively less creditworthy and, as a result, a greater risk, VW Credit will assign the applicant a higher interest rate and lower permissible advance rates. VW Credit makes its final credit decision based upon the degree of credit risk with respect to each applicant.

VW Credit regularly reviews and analyzes its portfolio of receivables to evaluate the effectiveness of its underwriting guidelines and purchasing criteria. If external economic factors, credit loss or delinquency experience, market conditions or other factors change, VW Credit may adjust its underwriting guidelines and purchasing criteria in order to change the asset quality of its portfolio or to achieve other goals and objectives.

Servicing and Collections

VW Credit will be hired by the issuing entity to act as servicer, unless some other servicer is specified in the applicable prospectus supplement. For a description of the servicer’s portfolio, see “The Receivables Pool—Delinquencies, Net Credit Loss and Repossession Experience” in the related prospectus supplement. The servicer will be one of the Originators or an affiliate of one of the Originators. The servicer is permitted to delegate any and all of its servicing duties to any of its affiliates or specific duties to sub-contractors who are in the business of performing such duties, provided that the servicer will remain obligated and liable for servicing the receivables as if the servicer alone were servicing the receivables.

Pursuant to the sale and servicing agreement, the servicer is responsible for servicing, collecting, enforcing and administering the receivables in accordance with its customary practices, using the degree of skill and attention that the servicer exercises with respect to all comparable retail motor vehicle receivables that it services for itself or others, consistent with the sale and servicing agreement. The applicable prospectus supplement may include a description of more specific servicing requirements than the general and broad requirements set forth above.

Collection and Repossession Procedures

The customer billing process is generally initiated by the mailing of invoices on a monthly basis. Monthly payments are received at a lockbox account, mailed directly to VW Credit, or are paid electronically, including through direct debit or telephonic payment systems. Customers may enroll in a variety of recurring and one-time automated clearinghouse programs that debit funds directly from their bank accounts. As payments are received, they are electronically transferred to VW Credit and processed through VW Credit’s servicing system for the application of payments to the appropriate accounts.

VW Credit measures delinquency by the number of days elapsed from the date a payment is due under the installment contract. VW Credit considers a payment to be past due or delinquent when a purchaser fails to make at least 75% of a scheduled payment by the related due date. If a loan is between 5 and 20 days delinquent, VW Credit generally mails a notice to the purchaser and/or initiates telephone

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contact requesting payment. VW Credit improves its collection efficiency through the use of technology such as automatic dialing, predictive dialing and behavioral scoring of loan accounts. If the delinquent loan cannot be brought current or completely collected within 60 to 90 days, VW Credit generally assigns the vehicle to a repossession agent and attempts to repossess the related vehicle. VW Credit holds repossessed vehicles in inventory to comply with any applicable statutory requirements for reinstatement or redemption and then sells or otherwise disposes of the vehicles. VW Credit’s current policy is to generally charge-off a loan contract on the earlier of (1) the date on which the proceeds of sale of the vehicle are applied to the loan contract and (2) the month in which the loan contract reaches its 120th day of delinquency if the loan has been assigned to a repossession agent for 60 days. Deficiencies remaining after repossession and sale of the vehicle or after the full charge-off of the installment contract may be pursued by or on behalf of VW Credit to the extent practicable and legally permitted. See “Material Legal Aspects of the Receivables—Deficiency Judgments and Excess Proceeds” in this prospectus.

VW Credit’s underwriting and collection standards are reviewed by its Retail Credit Committee. Any change in VW Credit’s underwriting and collection standards requires prior approval from the Retail Credit Committee.

Extensions

VW Credit will grant extensions or deferments of retail installment sales contracts in accordance with its customary servicing procedures and the applicable sale and servicing agreement.

Servicing Experience

None of VW Credit’s term securitization transactions have experienced early amortizations, servicer defaults or events of default. Neither VW Credit nor any issuing entity can guarantee that there will not be any early amortizations, servicer defaults or events of default in the future.

Insurance

Each retail installment sale contract requires the purchaser to obtain and maintain physical damage insurance on the purchased vehicle. VW Credit’s dealer agreements include a requirement that the dealer provide VW Credit with written evidence that the purchaser has physical damage insurance which meets the requirements of the installment contract at the inception of the loan; nevertheless, there can be no assurance that each purchased vehicle will continue to be covered by physical damage insurance for the entire term of the installment contract or that VW Credit will continue to monitor insurance while the securities remain outstanding. The amount of insurance required by the loan contracts is at least equal to the amount required by applicable state law, subject to customary deductibles. VW Credit requires the policy to name VW Credit as loss payee with respect to physical damage.

VW Credit does not require purchasers to carry credit disability, credit life, credit health or other similar insurance coverage which provides for payments to be made on the loan on behalf of purchasers in the event of disability or death. To the extent that the purchaser obtains any of these insurance coverages, payments received on that coverage may, if permitted by applicable law, be applied to payments on the related loan to the extent that the purchaser’s beneficiary chooses to do so.

Each obligor on a receivable will be contractually required to maintain insurance covering physical damage to the obligor’s financed vehicle. Each Originator will be required to be named as loss payee under the policy of insurance obtained by the obligor. Each financed vehicle will be required to be insured against loss and damage due to fire, theft, transportation, collision and other risks covered by

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comprehensive coverage. Since obligors may choose their own insurers to provide the required coverage, the specific terms and conditions of their policies may vary.

PRE-FUNDING ARRANGEMENT

To the extent provided in the applicable prospectus supplement for a series of securities, the related sale and servicing agreement or indenture may provide for a pre-funding arrangement which will be limited to a period not to exceed twelve months. Under the pre-funding arrangement, the related issuing entity commits to purchase additional receivables from the depositor following the date on which the issuing entity is established and the related securities are issued. With respect to a series of securities, the pre-funding arrangement will require that any subsequent receivables transferred to the issuing entity conform to the requirements and conditions in the related sale and servicing agreement, including all of the same eligibility criteria as the initial receivables. If a pre-funding arrangement is used in connection with the issuance of a series of securities, the servicer or the issuing entity will establish an account, known as the pre-funding account, in the name of the indenture trustee for the benefit of the securityholders. Up to 50% of the proceeds received from the sale of the securities will be deposited into the pre-funding account on the related Closing Date and thereafter funds will be released on one or more occasions during a specified period to purchase subsequent receivables from the depositor. Upon each conveyance of subsequent receivables to the applicable issuing entity, an amount equal to the purchase price paid by the depositor to the applicable Originator for the subsequent receivables will be released from the pre-funding account and paid to the depositor. If funds remain in the pre-funding account at the end of the funding period, those funds will be applied to prepay the securities in the manner set forth in the applicable prospectus supplement. Amounts on deposit in the pre-funding account may be invested in Eligible Investments. Information regarding the subsequent receivables will be included, if required, under Item 1 in one or more Distribution Reports filed by the issuing entity on Form 10-D with the SEC pursuant to the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

The use of a pre-funding arrangement for a series of securities is intended to improve the efficiency of the issuance of the securities and the sale of the receivables to the related issuing entity through the incremental delivery of the applicable receivables on the Closing Date and during a specified period following the Closing Date for that series of securities. Pre-funding arrangements allow for a more even accumulation of the receivables by the depositor and the Originators and the issuance of a larger principal amount of securities than would be the case without a pre-funding arrangement.

You should be aware that the initial receivables and the subsequent receivables may be originated using credit criteria different from the criteria applied to the receivables disclosed in the applicable prospectus supplement and may be of a different credit quality and seasoning. The credit quality of the subsequent receivables may vary as a result of increases or decreases in the credit quality of the related obligors within the predefined acceptable range, which variations could impact the performance of the overall pool of receivables. The portfolio of initial receivables may also be subject to greater seasoning than the subsequent receivables due to the length of time elapsed from the dates of origination of those receivables and the sale of those receivables to the related issuing entity. Accordingly, less historical performance information may be available with respect to the subsequent receivables. Moreover, following the transfer of subsequent receivables to the applicable issuing entity, the characteristics of the entire pool of receivables included in the issuing entity property may vary from those of the receivables initially transferred to the issuing entity.

MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS

The weighted average life of the notes and the certificates of any series will generally be influenced by the rate at which the outstanding principal balances of the receivables are paid, which

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payments may be in the form of scheduled payments or prepayments. Each receivable is prepayable in full by the obligor at any time. Full and partial prepayments on motor vehicle receivables included in the issuing entity property of an issuing entity will be paid or distributed to the related securityholders on the next payment date following the collection period in which they are received. To the extent that any receivable included in the issuing entity property of an issuing entity is prepaid in full, whether by the obligor, or as the result of a purchase by the servicer or a repurchase by an Originator or otherwise, the actual weighted average life of the receivables included in the issuing entity property of the issuing entity will be shorter than a weighted average life calculation based on the assumptions that payments will be made on schedule and that no prepayments will be made. Weighted average life means the average amount of time until the entire principal amount of a receivable is repaid. Full prepayments may also result from liquidations due to default, receipt of proceeds from theft, physical damage, credit life or credit disability insurance policies, repurchases by the depositor as a result of the failure of a receivable to meet the criteria set forth in the related transaction documents or as a result of a breach of covenants with respect to the receivables or purchases made by the servicer as a result of a breach of a representation, warranty or covenant made by it related to its servicing duties in the related transaction documents. In addition, early retirement of the securities may be effected at the option of the servicer or the depositor, as described in the applicable prospectus supplement, to purchase the remaining receivables included in the issuing entity property of the issuing entity when either the outstanding balance of the related securities or of the related receivables (as specified in the applicable prospectus supplement) has declined to or below the percentage specified in the applicable prospectus supplement. See “Description of the Transfer Agreements and the Administration Agreement—Optional Redemption” in the related prospectus supplement.

The rate of full prepayments by obligors on the receivables may be influenced by a variety of economic, social and other factors. These factors include the unemployment rate, servicing decisions, seasoning of loans, destruction of vehicles by accident, loss of vehicles due to theft, sales of vehicles, market interest rates, the availability of alternative financing and restrictions on the obligor’s ability to sell or transfer the financed vehicle securing a receivable without the consent of the servicer. Any full prepayments or partial prepayments applied immediately will reduce the average life of the receivables.

The Originators can make no prediction as to the actual prepayment rates that will be experienced on the receivables included in the issuing entity property of any issuing entity in either stable or changing interest rate environments. Securityholders of each series will bear all reinvestment risk resulting from the rate of prepayment of the receivables included in the issuing entity property of the related issuing entity.

POOL FACTORS, NOTE FACTORS AND POOL INFORMATION

For each transaction, each month the servicer will compute either a Pool Factor or a Note Factor or both a Pool Factor and a Note Factor.

�� For transactions in which the servicer will compute a Pool Factor, the Pool Factor will be a six-digit decimal equal to (1) the sum of the Net Pool Balance and any subsequent receivables added to the issuing entity property as of the end of the preceding collection period divided by (2) the sum of the aggregate outstanding principal balance of the receivables as of the cut-off date. The Pool Factor will be 1.000000 as of the cut-off date; thereafter, the Pool Factor will decline to reflect reductions in the Net Pool Balance. The amount of a securityholder’s pro rata share of the Net Pool Balance for a given month can be determined by multiplying the original denomination of the holder’s security by the Pool Factor for that month.

For transactions in which the servicer will compute a Note Factor, the Note Factor will be a six-digit decimal indicating the outstanding balance of the notes or a class of notes, as applicable, at the end

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of the month as a fraction of the original balance of the notes or a class of notes, as applicable, as of the Closing Date. The Note Factor will be 1.000000 as of the Closing Date; thereafter, the Note Factor will decline to reflect reductions in the outstanding balance of the notes or a class of notes, as applicable. As a noteholder, your share of the principal balance of a particular class of notes is the product of (1) the original denomination of your note and (2) the applicable class Note Factor.

With respect to each issuing entity, the noteholders and certificateholders of record will receive monthly reports from the trustee or indenture trustee, as applicable, concerning payments received on the receivables, the Net Pool Balance and/or the note balance, the Pool Factor and/or the Note Factor, and other relevant information. If the securities are issued in book-entry form, then The Depository Trust Company (“DTC”) (or its successors) will supply these reports to securityholders in accordance with its procedures. Since owners of beneficial interests in a global security of a given series will not be recognized as noteholders and certificateholders of that series, DTC will not forward monthly reports to those owners. Copies of monthly reports may be obtained by owners of beneficial interests in a global security by a request in writing addressed to the trustee or indenture trustee, as applicable. Noteholders and certificateholders of record during any calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by applicable law. See “The Securities—Statements to Securityholders” in this prospectus.

USE OF PROCEEDS

The net proceeds from the sale of securities of a given series will be applied by the depositor (1) to purchase the receivables from the applicable Originators pursuant to the related transaction documents, (2) to deposit any amounts, if applicable, to a pre-funding account, a reserve account or to fund any other collateral account, and (3) to pay other expenses in connection with the issuance of the securities. Any remaining amounts will be added to the depositor’s general funds and may be dividended to VW Credit, as the sole equity member of the depositor.

THE SECURITIES

A series of securities may include one or more classes of notes and certificates. Each issuing entity will issue the notes and the certificates for a particular series to the holders of record of the notes and the holders of record of the certificates, respectively. The following summary, together with the summaries contained under “The Notes” and/or “The Certificates” (as applicable) in the applicable prospectus supplement, describe all of the material terms of the offered securities. However, this summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the securities and the other transaction documents and the applicable prospectus supplement.

The Notes

With respect to each issuing entity that issues notes, one or more classes of notes of the related series will be issued pursuant to the terms of an indenture, a form of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. The applicable prospectus supplement will specify which class or classes of notes, if any, of a series are being offered pursuant to the applicable prospectus supplement.

Unless the applicable prospectus supplement specifies that the notes are offered in definitive form, the notes will be available for purchase in the denominations specified in the applicable prospectus supplement and in book-entry form only. Securityholders will be able to receive notes in definitive

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registered form only in the limited circumstances described in this prospectus or in the applicable prospectus supplement. See “—Definitive Securities” in this prospectus.

The timing and priority of payment, seniority, allocations of losses, interest rate and amount of or method of determining payments of principal of and interest on each class of notes of a given series will be described in the applicable prospectus supplement. The rights of holders of any class of notes to receive payments of principal and interest may be senior or subordinate to the rights of holders of any other class or classes of notes of that series, as described in the applicable prospectus supplement. Payments of interest on the notes of a series will be made prior to payments of principal thereon. To the extent provided in the applicable prospectus supplement, a series may include one or more classes of Strip Notes entitled to:

	•		principal payments with disproportionate, nominal or no interest payments; or

	•		interest payments with disproportionate, nominal or no principal payments.

Each class of notes may have a different interest rate, which may be a fixed, variable or adjustable interest rate, and which may be zero for certain classes of Strip Notes, or any combination of the foregoing. The applicable prospectus supplement will specify the interest rate for each class of notes of a given series or the method for determining the interest rate. One or more classes of notes of a series may be redeemable in whole or in part under the circumstances specified in the applicable prospectus supplement, including at the end of a pre-funding period or as a result of the depositor’s, servicer’s or another entity’s exercising of its option to purchase the receivables.

To the extent specified in any applicable prospectus supplement, one or more classes of notes of a given series may have fixed principal payment schedules. Noteholders of these notes would be entitled to receive as payments of principal on any given payment date the applicable amounts set forth on the schedule with respect to their notes, in the manner and to the extent set forth in the applicable prospectus supplement.

If so specified in the applicable prospectus supplement, payments of interest to all noteholders of a particular class or to one or more other classes will have the same priority. Under some circumstances, the amount available for those payments could be less than the amount of interest payable on the notes on any payment date, in which case each noteholder of a particular class will receive its ratable share, based upon the aggregate amount of interest payable to that class of noteholders, of the aggregate amounts available to be distributed on the notes of that series.

With respect to a series that includes two or more classes of notes, each class may differ as to the timing and priority of payments, seniority, allocations of losses, final maturity date, interest rate or amount of payments of principal or interest, or payments of principal or interest in respect of any class or classes may or may not be made upon the occurrence of specified events relating to the performance of the receivables, including loss, delinquency and prepayment experience, the related subordination and/or the lapse of time or on the basis of collections from designated portions of the related pool of receivables. If an issuing entity issues two or more classes of notes, the sequential order and priority of payment in respect of principal and interest, and any schedule or formula or other provisions applicable to the determination of interest and principal payments of each class of notes will be set forth in the applicable prospectus supplement. Generally, the related rating agencies, the credit enhancement provider, if any, and the prevailing market conditions at the time of issuance of the notes of a series dictate the applicable specified terms with respect to that series. Payments in respect of principal and interest of any class of notes will be made on a pro rata basis among all the noteholders of that class.

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The Certificates

If the issuing entity is a trust, the series may include one or more classes of certificates. The certificates will be issued by the issuing entity pursuant to the terms of a trust agreement, the form of which has been filed as an exhibit to the registration statement of which this prospectus is a part. The applicable prospectus supplement will specify which class or classes of certificates, if any, of a series are being offered pursuant to the applicable prospectus supplement.

Unless the applicable prospectus supplement specifies that certificates are offered in definitive form, the certificates will be available in the denominations specified in the applicable prospectus supplement and in book-entry form only, other than the certificates sold to the depositor, as described in the applicable prospectus supplement.

The timing and priority of distributions, seniority, allocations of losses, interest rate and amount of or method of determining distributions with respect to principal and interest on each class of certificates will be described in the applicable prospectus supplement. Distributions of interest on certificates will be made on the dates specified in the applicable prospectus supplement and will be made prior to distributions with respect to principal of such certificates. To the extent provided in the applicable prospectus supplement, a series may include one or more classes of Strip Certificates entitled to:

	•		distributions of principal with disproportionate, nominal or no interest distributions; or

	•		interest distributions with disproportionate, nominal or no distributions of principal.

Each class of certificates may have a different interest rate, which may be a fixed, variable or adjustable interest rate, and which may be zero for certain classes of Strip Certificates, or any combination of the foregoing. The applicable prospectus supplement will specify the interest rate for each class of certificates of a given series or the method for determining such interest rate. Distributions on the certificates of a given series that includes notes may be subordinate to payments on the notes of that series as more fully described in the applicable prospectus supplement. Distributions of interest on and principal of any class of certificates will be made on a pro rata basis among all the certificateholders of that class.

If the depositor, the servicer or another entity exercises its option to purchase the receivables of an issuing entity in the manner and on the respective terms and conditions described in the applicable prospectus supplement, the outstanding certificates may be redeemed as set forth in the applicable prospectus supplement.

With respect to a series that includes two or more classes of certificates, each class may differ as to timing and priority of distributions, seniority, allocations of losses, interest rate or amount of distributions of principal or interest, or distributions of principal or interest of any class or classes may or may not be made upon the occurrence of specified events relating to the performance of the receivables, including loss, delinquency and prepayment experience, the related subordination and/or the lapse of time or on the basis of collections from designated portions of the related pool of receivables. If an issuing entity issues two or more classes of certificates, the sequential order and priority of payment in respect of principal and interest, and any schedule or formula or other provisions applicable to the determination of interest and principal payments of each class of certificates will be set forth in the applicable prospectus supplement. Generally the related rating agencies, the credit enhancement provider, if any, and the prevailing market conditions at the time of issuance of the certificates of a series dictate the applicable specified events with respect to that series.

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Ratings of the Securities

It will be a condition to the issuance of each class of securities specified as being offered by the applicable prospectus supplement that each class of offered securities be rated in one of the four highest generic rating categories established for the securities by at least one nationally recognized statistical rating agency and receive the rating specified in the applicable prospectus supplement by at least one rating agency.

Revolving Period and Amortization Period

If the applicable prospectus supplement so provides, there may be a period commencing on the date of issuance of a class or classes of securities of a series and ending on the date set forth in the applicable prospectus supplement during which no principal payments will be made to one or more classes of securities of the related series as are identified in the applicable prospectus supplement (the “revolving period”). The revolving period may not be longer than three years from the date of issuance of a class of securities of a series. During the revolving period, all collections of principal otherwise allocated to the securities may be:

	•		used by the issuing entity during the revolving period to acquire additional receivables which satisfy the criteria described under “The Receivables—The Receivables Pools” in this prospectus and the criteria set forth in the applicable prospectus supplement;

	•		held in an account and invested in Permitted Investments for later distribution to securityholders; or

	•		applied to those securities of the related series as then are in amortization, if any.

The material features and aspects of the revolving period, including the mechanics of the revolving period, underwriting criteria for assets acquired during the revolving period, a description of the party with authority to add, remove or substitute assets during the revolving period and the procedures for temporary re-investment of funds will be described in the applicable prospectus supplement.

An “amortization period” is the period during which an amount of principal is payable to holders of a series of securities which, during the revolving period, were not entitled to those payments. If so specified in the applicable prospectus supplement, during an amortization period all or a portion of principal collections on the receivables may be applied as specified above for a revolving period and, to the extent not so applied, will be distributed to the classes of notes or certificates. In addition, the applicable prospectus supplement will set forth the circumstances which will result in the commencement of an amortization period.

Each issuing entity which has a revolving period may also issue to the depositor a certificate evidencing a retained interest in the issuing entity not represented by the other securities issued by that issuing entity. As further described in the applicable prospectus supplement, the value of that retained interest will fluctuate as the amount of issuing entity property fluctuates and the amount of notes and certificates of the related series of securities outstanding is reduced.

Series of Securities

Each issuing entity will issue only one series of securities; however, each series may contain one or more classes of notes and/or certificates. The terms of each class of securities will be fully disclosed in the applicable prospectus supplement for each series.

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Book-Entry Registration

Each class of securities offered by the applicable prospectus supplement will be available only in book-entry form except in the limited circumstances described under “—Definitive Securities” in this prospectus. All securities will be held in book-entry form by The Depository Trust Company, or “DTC,” in the name of Cede & Co., as nominee of DTC. Investors’ interests in the securities will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. Investors may hold their securities through DTC, Clearstream Banking Luxembourg S.A. (“Clearstream”), or Euroclear Bank S.A./N.V. (“Euroclear”), which will hold positions on behalf of their customers or participants through their respective depositories, which in turn will hold such positions in accounts as DTC participants. The securities will be traded as home market instruments in both the U.S. domestic and European markets. Initial settlement and all secondary trades will settle in same-day funds.

Investors electing to hold their securities through DTC will follow the settlement practices applicable to U.S. corporate debt obligations. Investors electing to hold global securities through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobounds, except that there will be no temporary global securities and no “lock-up” or restricted period.

Actions of noteholders under the indenture will be taken by DTC upon instructions from its participants and all payments, notices, reports and statements to be delivered to noteholders will be delivered to DTC or its nominee as the registered holder of the book-entry securities for distribution to holders of book-entry securities in accordance with DTC’s procedures.

Investors should review the procedures of DTC, Clearstream and Euroclear for clearing, settlement and withholding tax procedures applicable to their purchase of the securities.

Definitive Securities

The securities of a given series will be issued in fully registered, certificated form to owners of beneficial interests in a global security or their nominees rather than to DTC or its nominee, only if:

	•		the depositor, indenture trustee or the administrator, as applicable, advises the indenture trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the securities, and the indenture trustee, the depositor or the administrator, as applicable, are unable to locate a qualified successor;

	•		the administrator, at its option, elects to terminate the book-entry system through DTC; or

	•		after an event of default, beneficial owners representing in the aggregate a majority of the outstanding principal amount of the controlling class or of all the securities (as specified in the applicable prospectus supplement), advise the indenture trustee through DTC in writing that the continuation of a book-entry system through DTC (or its successor) is no longer in the best interest of those owners.

Payments or distributions of principal of, and interest on, the securities will be made by a paying agent directly to holders of securities in definitive registered form in accordance with the procedures set forth in this prospectus, the applicable prospectus supplement and in the related indenture or the related trust agreement. Payments or distributions on each payment date and on the final scheduled payment date, as specified in the applicable prospectus supplement, will be made to holders in whose names the definitive securities were registered on the Record Date. Payments or distributions will be made by check mailed to the address of each securityholder as it appears on the register maintained by the indenture

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trustee or by other means to the extent provided in the applicable prospectus supplement. The final payment or distribution on any security, whether securities in definitive registered form or securities registered in the name of Cede & Co., however, will be made only upon presentation and surrender of the security at the office or agency specified in the notice of final payment or distribution to securityholders.

Securities in definitive registered form will be transferable and exchangeable at the offices of the trustee or indenture trustee, or at the offices of a transfer agent or registrar named in a notice delivered to holders of securities in definitive registered form. No service charge will be imposed for any registration of transfer or exchange, but the owner trustee, indenture trustee, transfer agent or registrar may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Access to Securityholder Lists

If definitive securities are issued in the limited circumstances set forth above, or if the indenture trustee is not the registrar for the securities, the issuing entity will furnish or cause to be furnished to the indenture trustee a list of the names and addresses of the securityholders:

	•		as of each Record Date, within five days of that Record Date; and

	•		within 30 days after receipt by the issuing entity of a written request from the owner trustee or indenture trustee for that list, as of not more than ten days before that list is furnished.

Neither the trust agreement nor any applicable indenture will provide for the holding of annual or other meetings of securityholders.

Statements to Securityholders

With respect to each series of securities, on each payment date the owner trustee or indenture trustee, as applicable, will include with each payment or distribution to each securityholder a statement (prepared by the servicer) setting forth for that payment date and the related collection period, the following information (and any additional information so specified in the applicable prospectus supplement) to the extent applicable to that series of securities:

	•		the amount of the distribution on or with respect to each class of the securities allocable to principal;

	•		the amount of the distribution on or with respect to each class of the securities allocable to interest;

	•		the aggregate distribution amount for that payment date;

	•		the payments to any enhancement provider with respect to any credit or liquidity enhancement on that payment date;

	•		the number of, and aggregate amount of monthly principal and interest payments due on, the related receivables which are delinquent as of the end of the related collection period;

	•		the aggregate servicing fee paid to the servicer with respect to that collection period;

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	•		the amount of collections on the receivables for that collection period;

	•		the amount of funds available for payment of the aggregate amount payable or distributable on the securities, the amount of any principal or interest shortfall with respect to each class of securities and the amount required from any applicable enhancement provider to pay any shortfall;

	•		the aggregate amount of proceeds received by the servicer, net of reimbursable out-of-pocket expenses, in respect of a receivable which is a defaulted receivable;

	•		the number and net outstanding balance of receivables for which the related financed vehicle has been repossessed;

	•		the Pool Factor and/or the Note Factor;

	•		the Net Pool Balance; and

	•		the amount remaining of any credit or liquidity enhancement, if applicable.

Unless definitive securities are issued, DTC will supply these reports to securityholders in accordance with its procedures. Since owners of beneficial interest in a global security of a given series will not be recognized as securityholders of that series, DTC will not forward monthly reports to those owners. Copies of monthly reports may be obtained by owners of beneficial interests in a global security by a request in writing addressed to the trustee or indenture trustee, as applicable.

Within a reasonable period of time after the end of each calendar year during the term of each issuing entity, but not later than the latest date permitted by applicable law, the owner trustee, indenture trustee or paying agent will furnish information required to complete federal income tax returns to each person who on any Record Date during the calendar year was a registered securityholder. See “Material Federal Income Tax Consequences” in this prospectus.

Restrictions on Ownership and Transfer

To the extent described in the applicable prospectus supplement, there may be restrictions on ownership or transfer of any securities of a series. Further, the securities of any series are complex investments. Only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of the investment and the interaction of these factors should consider purchasing any series of securities. See “Risk Factors—The securities may not be a suitable investment for you”. In addition, because the securities of a series will not be listed on any securities exchange, you could be limited in your ability to resell them. See “Risk Factors—The absence of a secondary market for the securities could limit your ability to resell your securities”.

THE TRANSACTION DOCUMENTS

The following summary describes the material terms of:

each “purchase agreement” or “transfer agreement” pursuant to which the depositor will purchase receivables from the applicable Originator (collectively, the “transfer agreements”);

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	•		each “contribution agreement” and “servicing agreement” or each “sale and servicing agreement,” pursuant to which an issuing entity will purchase receivables from the depositor and which the servicer will agree to service those receivables (collectively, the “sale and servicing agreements”); and

	•		each “administration agreement,” if any, pursuant to which an Originator or another party specified in the applicable prospectus supplement will undertake specified administrative duties with respect to an issuing entity.

Forms of the transaction documents have been filed as exhibits to the registration statement of which this prospectus is a part. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of each applicable transfer agreement, sale and servicing agreement and administration agreement and the applicable prospectus supplement.

Transfer and Assignment of the Receivables

Transfer and Assignment by the Originators. Prior to the issuance of a series of securities by the issuing entity, pursuant to the relevant transfer agreement, each Originator specified in the applicable prospectus supplement will sell and assign to the depositor or VW Credit, without recourse, its entire interest in the receivables of the related receivables pool, including its security interest in the related financed vehicles, and proceeds thereof. Prior to such sale and assignment, that Originator may have acquired all or a portion of the transferred receivables from another Originator.

Contribution and Assignment by the Depositor. Prior to the issuance of a series of securities by the issuing entity, the depositor will sell, contribute and/or assign to that issuing entity, without recourse, pursuant to the relevant sale and servicing agreement, the depositor’s entire interest in the receivables of the related receivables pool, including its security interest in the related financed vehicles. Each receivable will be identified in a schedule appearing as an exhibit to the Sale and Servicing Agreement or the related transfer agreements. Neither the owner trustee nor the indenture trustee will independently verify the existence and qualification of any receivables. The owner trustee or indenture trustee in respect of the issuing entity will, concurrently with the sale, contribution and/or assignment of the receivables to the issuing entity, execute, authenticate and deliver the certificates and/or notes representing the related securities.

Representations and Warranties of the Originators. Pursuant to each transfer agreement, the applicable Originator will represent to the depositor, and the depositor will assign the representations pursuant to the sale and servicing agreements to the issuing entity and owner trustee or the indenture trustee, as applicable, for the benefit of holders of securities and, if applicable, any related enhancement provider, that each receivable sold and assigned to the depositor under that transfer agreement will satisfy the criteria set forth above under “The Receivables—The Receivables Pools.”

If any party to a transfer agreement discovers a breach of any of the representations and warranties with respect to any of the criteria required by that transfer were made which materially and adversely affects the interests of the issuing entity, the securityholders or any enhancement provider, the party discovering that breach will give prompt written notice of that breach to the other parties to the transfer agreement; provided, that delivery of the monthly servicer’s certificate will be deemed to constitute prompt notice by the servicer and the issuing entity of that breach; provided, further, that the failure to give that notice will not affect any obligation of the depositor under the transfer agreement. If the breach materially and adversely affects the interests of the issuing entity, the securityholders or any credit enhancement provider in the related receivable, then the depositor will either (a) correct or cure that breach or (b) repurchase that receivable from the issuing entity, in either case on the payment date

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following the end of the collection period which includes the 60th day after the date the depositor became aware or was notified of that breach. Any such purchase by the depositor will be at a repurchase price equal to the outstanding principal balance of that receivable plus accrued interest. In consideration for that repurchase, the repurchasing party will pay (or will cause to be paid ) the repurchase price by depositing the repurchase price into the collection account on that payment date. The repurchase obligation will constitute the sole remedy available to the securityholders or the trustee for the failure of a receivable to meet any of the eligibility criteria set forth in the relevant transfer agreement.

The Collection Account and Permitted Investments

With respect to each issuing entity, the servicer, owner trustee or the indenture trustee will establish and maintain one or more accounts, known collectively as the collection account, in the name of the related owner trustee or indenture trustee on behalf of the related securityholders and any other secured party described in the applicable prospectus supplement into which, among other things, payments received on or in respect of the receivables and amounts released from any reserve or spread account will be deposited for payment to the related securityholders as described in the applicable prospectus supplement. Funds in the collection account will be invested in Permitted Investments by the indenture trustee, acting at the direction of the servicer. Permitted Investments are limited to investments acceptable to each rating agency rating the applicable securities and which are consistent with the rating of those securities. Permitted Investments made with respect to the collection account will generally mature no later than the next following payment date and income from amounts on deposit in the collection account which are invested in Permitted Investments will be applied as set forth in the applicable prospectus supplement.

Other Accounts

The collection account and any other Issuing Entity Accounts to be established with respect to an issuing entity will be described in the applicable prospectus supplement. For any series of securities, funds in any related reserve account or any other Issuing Entity Accounts as may be identified in the applicable prospectus supplement will be invested in Permitted Investments as provided in the related sale and servicing agreement, trust agreement or indenture.

Payments on Receivables

Each sale and servicing agreement will require the servicer to make deposits of an amount equal to all collections received on or in respect of the receivables during any collection period (net of any amounts which otherwise would be paid to the servicer or its affiliates) into the collection account within the timeframe specified in the applicable prospectus supplement. Pending deposit into the collection account, collections may be commingled and used by the servicer at its own risk and are not required to be segregated from its own funds.

Payments and Distributions on the Securities

With respect to each series of securities, beginning on the payment date specified in the applicable prospectus supplement, payments and distributions of principal of and interest on, or, where applicable, of principal or interest only, each class of securities entitled thereto will be made by the indenture trustee or the owner trustee to the noteholders and the certificateholders of that series, as specified in the applicable prospectus supplement. The timing, calculation, allocation, order, source, priorities of and requirements for all payments and distributions to each class of securities of the series will be set forth in the applicable prospectus supplement.

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With respect to each issuing entity, on each payment date, collections on the related receivables will be withdrawn from the related collection account and will be paid and distributed to the related securityholders and certain other parties (such as the servicer) as provided in the applicable prospectus supplement. Credit enhancement may be available to cover any shortfalls in the amount available for payment or distribution to the securityholders on that payment date. If specified in the applicable prospectus supplement, payments or distributions in respect of one or more classes of securities of the applicable series may be subordinate to payments or distributions in respect of one or more other classes of securities of that series.

Credit and Cash Flow Enhancement

The amounts and types of credit and cash flow enhancement arrangements, if any, and the provider thereof, if applicable, with respect to each class of securities of a given series will be set forth in the applicable prospectus supplement.

Credit and cash flow enhancements are intended to enhance the likelihood of receipt by the securityholders of the full amount of interest and principal due on their securities.

Credit and cash flow enhancements may not provide protection against all risks of loss and do not guarantee payment of interest and repayment of the entire principal amount of your securities. If losses on receivables exceed the credit enhancement available, securityholders will bear their allocable share of the loss. The amount and the type of credit and payment enhancements for each class of securities will be described in the applicable prospectus supplement, but will be limited to the types of credit and cash flow arrangements specified in this prospectus.

Applicable credit enhancements may include the following:

	•		A reserve account or cash deposit available to cover trustee fees and expenses, servicing fees, reimbursement of servicer advances, payments to interest rate or currency hedge providers, interest payments on the securities, priority principal payments and final principal payments if collections on the receivables were insufficient. Any amounts remaining on deposit after payment of all fees and expenses owing by the issuing entity and amounts owing on the securities would be returned to the depositor or other provider of the cash or deposit.

	•		Excess interest available to cover trustee fees and expenses, servicing fees, reimbursement of servicer advances, payments to interest rate or currency hedge providers, interest payments on the securities, and principal payments on the securities. The amount of excess spread will depend on factors such as APRs, interest rates on the securities, prepayments, yield supplement overcollateralization amounts and losses.

	•		Overcollateralization, which is the amount by which the net pool balance of the receivables exceeds the principal balance of the securities.

	•		Yield supplement discount arrangements for low APR receivables where the payments due under certain low APR receivables are discounted at both the contractual APR and at a higher rate and the aggregate difference of the discounted payments in each month is subtracted from the pool balance in order to increase the amount of principal required to be paid on each payment date.

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One or both of the following structural features: subordination that will cause more junior classes of securities to absorb losses before more senior classes and “turbo” payments where interest as well as principal collections from the receivables will be used to repay a class or classes of securities and no amounts are released to the residual until such class or classes are paid.

Applicable cash flow enhancements may include the following:

	•		Interest rate swaps where the issuing entity makes fixed payments on a monthly or quarterly basis to a swap counterparty and receives a payment based on LIBOR and interest rate caps where the issuing entity makes an upfront payment to a swap counterparty and receives a payment on a monthly or quarterly basis to the extent LIBOR exceeds a stated, or capped, amount.

	•		Currency swaps where the issuing entity makes fixed payments in one currency on a monthly or quarterly basis to a swap counterparty and receives a payment in a second currency based on the exchange rate between the two currencies.

	•		Guaranteed investment contracts or guaranteed rate agreements under which in exchange for either a fixed one-time payment or a series of periodic payments the issuing entity will receive specified payments from a counterparty either in fixed amounts or in amounts sufficient to achieve the returns specified in the agreement and described in the applicable prospectus supplement.

	•		Third party payments or guarantees, under which a third party would pay amounts specified in the applicable prospectus supplement if other assets of the issuing entity were insufficient to make required payments or would pay if assets of the issuing entity were unavailable, such as collections held by the servicer at the time of a bankruptcy proceeding.

	•		Surety bonds or insurance policies, which would be purchased for the benefit of the holders of any specified class of securities to assure distributions of interest or principal with respect to that class in the manner and amount specified in the applicable prospectus supplement.

	•		Letters of credit, under which the issuer of a letter of credit will be obligated to honor demands with respect to that letter of credit, to the extent of the amount available thereunder, and under the circumstances and subject to any conditions specified in the applicable prospectus supplement.

Any credit enhancement that constitutes a guarantee of the applicable securities will be separately registered under the Securities and Exchange Act of 1933, as amended (the “Securities Act”) under a new registration statement, unless exempt from registration under the Securities Act.

The presence of credit enhancement for the benefit of any class or series of securities is intended to enhance the likelihood of receipt by the securityholders of that class or series of the full amount of principal and interest due thereon and to decrease the likelihood that those securityholders will experience losses. Any form of credit enhancement will have limitations and exclusions from coverage thereunder, which will be described in the applicable prospectus supplement. The credit enhancement for a class or series of securities will not provide protection against all risks of loss and may not guarantee repayment of the entire outstanding balance and interest thereon. If losses occur which exceed the amount covered

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by any credit enhancement or which are not covered by any credit enhancement, securityholders may suffer a loss on their investment in those securities, as described in the applicable prospectus supplement. In addition, if a form of credit enhancement covers more than one class of securities, securityholders of any given class will be subject to the risk that the credit enhancement will be exhausted by the claims of securityholders of other classes.

Servicer Reports

The servicer will perform monitoring and reporting functions with respect to the related receivables pool, including the preparation and delivery of a statement described under “The Securities—Statements to Securityholders” in this prospectus.

Purchase of Receivables by the Servicer

To the extent described in the applicable prospectus supplement, the servicer may be required to purchase receivables as to which the servicer has breached its servicing covenants in any manner that materially and adversely affects the interest of the securityholders or any applicable credit enhancement provider.

Servicing Fee

The servicer will be entitled to a monthly servicing fee as compensation for the performance of its obligations under each sale and servicing agreement. The precise calculation of this monthly servicing fee will be specified in the applicable prospectus supplement and the related transaction documents. The servicer or its designee will also be entitled to retain, as additional compensation, all late fees, extension fees, non-sufficient funds charges and all other administrative fees or similar charges allowed by applicable law with respect to any receivable, as described in the applicable prospectus supplement. To the extent specified in the applicable prospectus supplement, the servicer or its designee may also be entitled to receive net investment income from Permitted Investments as additional servicing compensation. The servicer will not be entitled to reimbursement for any expenses incurred by it in connection with its servicing activities under the sale and servicing agreements, except to the extent specified in the applicable prospectus supplement and the related transaction documents.

Collection of Receivable Payments

The servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the receivables as and when the same become due in accordance with its customary servicing practices. Generally, the servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any receivable in accordance with its customary servicing practices; provided, however, that if the servicer (i) extends the date for final payment by the obligor of any receivable beyond a specific date identified in the applicable prospectus supplement or (ii) reduces the contract rate or outstanding principal balance with respect to any receivable other than as required by applicable law, it will purchase such receivable. The servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a receivable. Subject to the purchase obligation described in the proviso above, the servicer and its affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to obligors with respect to the related receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the receivables, prepayments or faster or slower timing of the payment of the receivables. Additionally, the servicer may refinance any receivable by accepting a new promissory note from the related obligor

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and depositing the full outstanding principal balance of such receivable into the collection Account. The receivable created by such refinancing shall not be property of the issuing entity. The servicer and its affiliates may also sell insurance or debt cancellation products, including products which result in the cancellation of some or all of the amount of a receivable upon the death or disability of the related obligor or any casualty with respect to the financed vehicle.

Unless required by law or court order, the servicer will not release the financed vehicle securing each such receivable from the security interest granted by such receivable in whole or in part except in the event of payment in full by or on behalf of the obligor thereunder or payment in full less a deficiency which the servicer would not attempt to collect in accordance with its customary servicing practices or in connection with repossession or except as may be required by an insurer in order to receive proceeds from any insurance policy covering such financed vehicle.

Advances

If and to the extent specified in the applicable prospectus supplement, on each payment date the servicer may be required to advance monthly payments on receivables due but not received (or not received in full) during and prior to the related collection period. However, the servicer will not be obligated to make an advance if funds available in the related collection account on that payment date are sufficient to make specified payments to the securityholders and other parties on that payment date. Further, the servicer will not be obligated to make an advance if the servicer reasonably determines in its sole discretion that that advance is not likely to be repaid from future cash flows from the receivables pool. No advance will be made with respect to defaulted receivables. In making advances, the servicer will assist in maintaining a regular flow of scheduled principal and interest payments on the receivables, rather than to guarantee or insure against losses. Accordingly, all advances will be reimbursable to the servicer from collections on the receivables pool prior to any distributions on the securities of the related series.

Realization Upon Defaulted Receivables

On behalf of the related issuing entity, the servicer will use commercially reasonable efforts, consistent with its customary servicing practices, to repossess or otherwise convert the ownership of the financed vehicle securing any receivable as to which the servicer had determined eventual payment in full is unlikely unless it determines in its sole discretion that repossession will not increase the liquidation proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such receivable would be increased by forbearance. The servicer will follow such customary servicing practices as it deems necessary or advisable, which may include reasonable efforts to realize upon any recourse to any dealer and selling the financed vehicle at public or private sale. The foregoing will be subject to the provision that, in any case in which the financed vehicle has suffered damage, the servicer will not be required to expend funds in connection with the repair or the repossession of such financed vehicle unless it determines in its sole discretion that such repair and/or repossession will increase the liquidation proceeds by an amount greater than the amount of such expenses. The servicer, in its sole discretion, may in accordance with its customary servicing practices sell charged-off receivables. Net proceeds of any such sale allocable to the receivable will constitute liquidation proceeds, and the sole right of the related issuing entity and the related indenture trustee, if any, with respect to any such sold receivables will be to receive such liquidation proceeds. Upon such sale, the servicer will mark its computer records indicating that any such receivable sold no longer belongs to the related issuing entity. The servicer is authorized to take any and all actions necessary or appropriate on behalf of the related issuing entity to evidence the sale of the receivable free from any lien or other interest of the related issuing entity or the related indenture trustee, if any.

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Evidence as to Compliance

The sale and servicing agreements will provide that a firm of independent registered public accountants (who may also render other services to the servicer, the depositor or their respective affiliates) will annually furnish to the servicer, the depositor, the indenture trustee and, if applicable, the related credit enhancement provider, a statement to the effect that they have attested to the assertion of authorized officers of the servicer that the servicing was conducted in compliance with certain applicable provisions of the sale and servicing agreement in all material respects.

In addition, on or before March 30 of each calendar year such accountants will also furnish a report that expresses an opinion, or states that an opinion cannot be expressed, concerning the servicer’s assessment of compliance with the applicable servicing criteria.

The sale and servicing agreements will also provide for delivery, on or before March 30 of each calendar year, to the related issuing entity, and, if applicable, the related credit enhancement provider, a report, regarding its assessment of compliance during the preceding fiscal year with all applicable servicing criteria set forth in relevant SEC regulations for asset-backed securities transactions that are backed by the same types of assets as those backing the securities. The servicer will also give the related issuing entity, indenture trustee, administrator, each rating agency and, if applicable, the related credit enhancement provider, notice of any events of termination of the servicer under the related sale and servicing agreements.

For so long as the issuing entity is required to report under the Securities Exchange Act of 1934, an annual report of Form 10-K will be filed with the SEC within 90 days after the end of each fiscal year. The annual report will contain the statements, certificates and reports discussed above.

Material Matters Regarding the Servicer

The servicer may not resign from its obligations and duties under any sale and servicing agreement unless it determines that its duties thereunder are no longer permissible under applicable law. No such resignation will become effective until a successor servicer has assumed the servicer’s servicing obligations. The servicer may not assign any sale and servicing agreement or any of its rights, powers, duties or obligations thereunder except in connection with a consolidation or merger. However, unless otherwise specified in the applicable prospectus supplement, the servicer may delegate (i) any or all of its duties to any of its affiliates or (ii) specific duties to sub-contractors who are in the business of performing those duties. However, the servicer will remain responsible for any duties it has delegated.

Upon the termination or resignation of the servicer, the servicer will continue to perform its functions as servicer, until a newly appointed servicer for the applicable receivables pool has assumed the responsibilities and obligations of the resigning or terminated servicer.

Upon appointment of a successor servicer, the successor servicer will assume all of the responsibilities, duties and liabilities of the servicer with respect to the related receivables pool (other than with respect to certain obligations of the predecessor servicer that survive its termination as servicer including indemnification obligations against certain events arising before its replacement); provided, however, that a successor servicer may not have any responsibilities with respect to making advances. If a bankruptcy trustee or similar official has been appointed for the servicer, that trustee or official may have the power to prevent the indenture trustee, the owner trustee and the securityholders from effecting that transfer of servicing. The predecessor servicer will have the right to be reimbursed for any outstanding advances, if any, made with respect to the related receivables pool to the extent funds are available therefor in accordance with the applicable priority of payments.

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Servicer Replacement Events

The servicer replacement events under any sale and servicing agreement will be specified in the applicable prospectus supplement.

Upon the occurrence of any servicer replacement event, the sole remedy available to the issuing entity and securityholders will be to remove the servicer and appoint a successor servicer, as provided in the applicable prospectus supplement. However, if the commencement of a bankruptcy or similar case or proceeding were the only servicer replacement event, and a bankruptcy trustee or similar official has been appointed for the servicer, the trustee or such official may have the power to prevent the servicer’s removal.

Rights Upon Default by the Servicer

Matters relating to the termination of the related servicer’s rights and obligations and the waiver of any defaults by the related servicer under the related sale and servicing agreement will be described in the applicable prospectus supplement.

Amendment

Each of the transaction documents (other than each indenture) may be amended in the manner and for the purposes described in the applicable prospectus supplement. In certain circumstances specified in that prospectus supplement and the related transaction documents, the transaction documents may be amended without the consent of the securityholders.

Optional Redemption

To the extent specified in the applicable prospectus supplement, in order to avoid excessive administrative expense, the depositor, the servicer or other entity specified in the applicable prospectus supplement will be permitted at its option to purchase the remaining receivables and other property included in the issuing entity property of an issuing entity on any payment date as of which the related Net Pool Balance, either before or after giving effect to the principal payments and distributions otherwise to be made on that payment date, has declined to the percentage of the initial Net Pool Balance plus any prefunded amounts specified in the applicable prospectus supplement at a price equal to the greater of (a) the fair market value of the issuing entity property (other than the reserve account or other credit enhancement) and (b) the outstanding principal amount of the securities plus accrued and unpaid interest thereon at the applicable interest rate. In no event will any noteholders or certificateholders or the related issuing entity be subject to any liability to the entity purchasing the receivables as a result of or arising out of that entity’s purchase of the receivables.

As more fully described in the applicable prospectus supplement, any outstanding notes of the issuing entity will be redeemed concurrently with occurrence of the event specified in the preceding paragraph, and the subsequent distribution to the related certificateholders, if any, of all amounts required to be distributed to them pursuant to the applicable trust agreement will effect early retirement of the certificates of that series. The final payment or distribution to any securityholder will be made only upon surrender and cancellation of the securityholder’s security at an office or agency of the trustee or indenture trustee specified in the notice of termination. The owner trustee or indenture trustee will return, or cause to be returned, any unclaimed funds to the issuing entity.

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The Owner Trustee and the Indenture Trustee

Each of the owner trustee and the indenture trustee, if applicable for any series of securities will be identified in the prospectus supplement for that series, along with a description of the material rights, duties and obligations of that trustee. Generally, prior to an event of default with respect to a series of securities, the owner trustee and indenture trustee will be required to perform only those duties specifically required of it under the related sale and servicing agreement, trust agreement, administration agreement or indenture, as applicable. Generally, those duties are limited to the receipt of the various certificates, reports or other instruments required to be furnished to the owner trustee or indenture trustee under the related sale and servicing agreement, administration agreement, or indenture, as applicable, and the making of payments or distributions to securityholders in the amounts specified in reports provided by the servicer. Any exceptions to this general rule will be disclosed in the applicable prospectus supplement.

Each owner trustee and indenture trustee, and any of their respective affiliates, may hold securities in their own names. In addition, for the purpose of meeting the legal requirements of local jurisdictions, each owner trustee and indenture trustee, in some circumstances, acting jointly with the servicer or administrator (as specified in the applicable prospectus supplement), will have the power to appoint co-trustees or separate trustees of all or any part of the related issuing entity property. In the event of the appointment of co-trustees or separate trustees, all rights, powers, duties and obligations conferred or imposed upon the owner trustee or indenture trustee by the related transaction documents will be conferred or imposed upon the owner trustee or indenture trustee and the separate trustee or co-trustee jointly, or, in any jurisdiction in which the owner trustee or indenture trustee is incompetent or unqualified to perform specified acts, singly upon the separate trustee or co-trustee who will exercise and perform any rights, powers, duties and obligations solely at the direction of the owner trustee or indenture trustee.

Each owner trustee and indenture trustee will be entitled to a fee. The applicable prospectus supplement will identify the party responsible for paying the trustee fees and for indemnifying the trustees against specified losses, liabilities or expenses incurred by that trustee in connection with the transaction documents.

The Originators, the servicer and the depositor may maintain commercial banking and investment banking relationships with each owner trustee and indenture trustee and their respective affiliates.

The Administrator

The related Originator or another party specified in the applicable prospectus supplement, in its capacity as administrator under an administration agreement to be dated as of the Closing Date, will perform the administrative obligations required to be performed by the issuing entity under the indenture or trust agreement, as applicable, and the other transaction documents. With respect to any issuing entity, as compensation for the performance of the administrator’s obligations under the applicable administration agreement and as reimbursement for its expenses related thereto, the administrator will be entitled to an administration fee in an amount to be set forth in the applicable administration agreement.

DESCRIPTION OF THE INDENTURE

The following summary describes the material terms of each indenture pursuant to which the notes of a series, if any, will be issued. A form of indenture has been filed as an exhibit to the registration statement of which this prospectus is a part. This summary does not purport to be complete and is subject

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to, and qualified in its entirety by reference to, all the provisions of each applicable indenture and the applicable prospectus supplement.

Modification of Indenture

See “The Transaction Documents—Amendment” in this prospectus and “Description of the Transfer Agreements and the Administration Agreement—Amendment Provisions” in the applicable prospectus supplement.

Events of Default Under the Indenture; Rights Upon Event of Default

With respect to the notes of a given series, what constitutes an “event of default” under the related indenture will be specified in the applicable prospectus supplement.

The failure to pay principal of a class of notes generally will not result in the occurrence of an event of default under the indenture until the final scheduled payment date for that class of notes.

With respect to each series that includes notes, the rights and remedies of the related indenture trustee, the related holders of the notes and the related credit enhancement provider, if any, will be described in the applicable prospectus supplement.

Material Covenants

Each indenture will provide that each issuing entity will not, among other things:

	•		except as expressly permitted by the applicable indenture, the applicable sale and servicing agreement, the applicable trust agreement, the applicable administration agreement or the other transaction documents, sell, transfer, exchange or otherwise dispose of any of the assets of the issuing entity;

	•		claim any credit on or make any deduction from the principal and interest payable in respect of the notes of the related series (other than amounts withheld under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), or applicable state law) or assert any claim against any present or former holder of the notes because of the payment of taxes levied or assessed upon any part of the issuing entity property;

	•		dissolve or liquidate in whole or in part;

	•		merge or consolidate with, or transfer substantially all of its assets to, any other person;

	•		permit the validity or effectiveness of the related indenture to be impaired or permit any person to be released from any covenants or obligations with respect to the notes under that indenture except as may be expressly permitted thereby;

	•		permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (except certain permitted encumbrances) to be created on or extend to or otherwise arise upon or burden the assets of the issuing entity or any part thereof, or any interest therein or the proceeds thereof; or

	•		incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the transaction documents.

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Annual Compliance Statement

Each issuing entity will be required to file annually with the related indenture trustee a written officer’s statement as to the fulfillment of its obligations under the indenture which, among other things, will state that to the best of the officer’s knowledge, the issuing entity has complied with all conditions and covenants under the indenture throughout that year, or, if there has been a default in the compliance of any condition or covenant, specifying each default known to that officer and the nature and status of that default.

Indenture Trustee’s Annual Report

If required by the Trust Indenture Act of 1939, the indenture trustee for each issuing entity will be required to mail each year to all related noteholders a brief report setting forth the following:

	•		its eligibility and qualification to continue as indenture trustee under the related indenture;

	•		information regarding a conflicting interest of the indenture trustee;

	•		if the related indenture requires the indenture trustee to make advances, the character and amount of any advances made by it under the indenture;

	•		the amount, interest rate and maturity date of any indebtedness owing by the issuing entity to the applicable indenture trustee in its individual capacity;

	•		any change to the property and funds physically held by the indenture trustee in its capacity as indenture trustee;

	•		any release, or release and substitution, of property subject to the lien of the related indenture that has not been previously reported;

	•		any additional issue of notes that has not been previously reported; and

	•		any action taken by it that materially affects the related notes or the trust property and that has not been previously reported.

Satisfaction and Discharge of Indenture

An indenture will be discharged with respect to the collateral securing the related notes upon the delivery to the related indenture trustee for cancellation of all the related notes or, subject to specified limitations, upon deposit with the indenture trustee of funds sufficient for the payment in full of principal of and accrued interest on notes.

The Indenture Trustee

The indenture trustee for each issuing entity that issues notes will be specified in the applicable prospectus supplement. The principal office of the indenture trustee will be specified in the applicable prospectus supplement. The indenture trustee for any issuing entity may resign at any time, in which event the issuing entity will be obligated to appoint a successor trustee for such issuing entity. The issuing entity will remove an indenture trustee if such indenture trustee ceases to be eligible to continue as such under the related indenture or if such indenture trustee becomes insolvent. In such circumstances, the

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issuing entity will be obligated to appoint a successor trustee for the notes of the applicable issuing entity. In addition, a majority of the outstanding principal amount of the controlling class or of all the notes (as specified in the applicable prospectus supplement), may remove the indenture trustee without cause and may appoint a successor indenture trustee. Any resignation or removal of the indenture trustee and appointment of a successor trustee for the notes of the issuing entity does not become effective until acceptance of the appointment by the successor trustee for such issuing entity.

Additional matters relating to the indenture trustee are described under “The Transaction Documents—The Owner Trustee and the Indenture Trustee” in this prospectus and under “The Trustees” in the applicable prospectus supplement.

MATERIAL LEGAL ASPECTS OF THE RECEIVABLES

Rights in the Receivables

The transfer of the receivables by an Originator to the depositor, and by the depositor to the applicable issuing entity, and the pledge thereof to an indenture trustee, if any, the perfection of the security interests in the receivables and the enforcement of rights to realize on the related financed vehicles as collateral for the receivables are subject to a number of federal and state laws, including the Uniform Commercial Code and certificate of title act as in effect in various states. The servicer and the depositor will take the actions described below to perfect the rights of the issuing entity and the indenture trustee in the receivables.

Under each sale and servicing agreement or indenture, as applicable, the servicer or a subservicer may be appointed by the issuing entity or indenture trustee to act as the custodian of the receivables. The servicer or a subservicer, as the custodian, will have possession of the original contracts giving rise to the receivables. To the extent any of the receivables arise under or are evidenced by contracts in electronic form (such electronic contracts, together with the original contracts in tangible form, collectively “chattel paper”), the servicer or subservicer, as the custodian, will have printed copies of the electronic contracts and the capability of accessing the electronic information. While neither the original contracts nor the printed copies of electronic contracts giving rise to the receivables will be marked to indicate the ownership interest thereof by the issuing entity, and neither the custodian nor the indenture trustee will have “control” of the authoritative copy of those contracts that are in electronic form, appropriate UCC-1 financing statements reflecting the transfer and assignment of the receivables by each applicable Originator to the depositor and by the depositor to the issuing entity, and the pledge thereof to an indenture trustee will be filed to perfect that interest and give notice of the issuing entity’s ownership interest in, and the indenture trustee’s security interest in, the receivables and related chattel paper. If, through inadvertence or otherwise, any of the receivables were sold or pledged to another party who purchased (including a pledgee) the receivables in the ordinary course of its business and took possession of the original contracts in tangible form or “control” of the authoritative copy of the contracts in electronic form giving rise to the receivables, the purchaser would acquire an interest in the receivables superior to the interests of the issuing entity and the indenture trustee if the purchaser acquired the receivables for value and without knowledge that the purchase violates the rights of the issuing entity or the indenture trustee, which could cause investors to suffer losses on their securities.

Generally, the rights held by assignees of the receivables, including without limitation the issuing entity and the indenture trustee, will be subject to:

all the terms of the contracts related to or evidencing the receivable; and any defense or claim in recoupment arising from the transaction that gave rise to the contracts; and

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any other defense or claim of the obligor against the assignor of such receivable which accrues before the obligor receives notification of the assignment.

Because none of the applicable Originator, the depositor or the issuing entity is obligated to give the obligors notice of the assignment of any of the receivables, the issuing entity and the indenture trustee, if any, will be subject to defenses or claims of the obligor against the assignor even if such claims are unrelated to the receivable.

Security Interests in the Financed Vehicles

Obtaining Security Interests in Financed Vehicles. In all states in which the receivables have been originated, motor vehicle retail installment sale contracts and/or installment loans such as the receivables evidence the credit sale or refinancing of automobiles, light-duty trucks and/or other types of motor vehicles. The receivables also constitute personal property security agreements and include grants of security interests in the vehicles under the applicable Uniform Commercial Code. Perfection of security interests in the vehicles is generally governed by the motor vehicle registration laws of the state in which the vehicle is located. In most states, a security interest in an automobile, a light-duty truck and/or another type of motor vehicle is perfected by obtaining the certificate of title to the financed vehicle or the notation of the secured party’s lien on the vehicle’s certificate of title. However, in California and in certain other states, certificates of title and the notation of the related lien may be maintained solely in the electronic records of the applicable department of motor vehicles or the analogous state office. As a result, any reference to a certificate of title in this prospectus or in the applicable prospectus supplement includes certificates of title maintained in physical form and electronic form which may also be held by third-party servicers. In some states, certificates of title maintained in physical form are held by the obligor and not the lienholder or a third-party servicer. Each Originator will warrant to the depositor that it has taken all steps necessary to obtain a perfected first priority security interest with respect to all financed vehicles securing the receivables. If an Originator fails, because of clerical errors or otherwise, to effect or maintain the notation of the security interest on the certificate of title relating to a financed vehicle, the issuing entity may not have a perfected first priority security interest in that financed vehicle.

If an Originator did not take the steps necessary to cause the security interest of that Originator to be perfected as described above until more than 20 days after the date the related obligor received possession of the financed vehicle, and the related obligor was insolvent on the date such steps were taken, the perfection of such security interest may be avoided as a preferential transfer under bankruptcy law if the obligor under the related receivables becomes the subject of a bankruptcy proceeding commenced within 90 days of the date of such perfection, in which case the applicable Originator, and subsequently, the depositor, the issuing entity and the indenture trustee, if any, would be treated as an unsecured creditor of such obligor.

Perfection of Security Interests in Financed Vehicles. Each Originator, either directly or through one or more other Originators, will sell the receivables and assign its security interest in each financed vehicle to the depositor. The depositor will sell the receivables and assign the security interest in each financed vehicle to the related issuing entity. However, because of the administrative burden and expense of retitling, the servicer, the depositor and the issuing entity will not amend any certificate of title to identify the issuing entity as the new secured party on the certificates of title relating to the financed vehicles. Accordingly, the applicable Originator will continue to be named as the secured party on the certificates of title relating to the financed vehicles. In most states, assignments such as those under the transfer agreements and the sale and servicing agreements relating to each issuing entity are an effective conveyance of the security interests in the financed vehicles without amendment of the lien noted on the related certificate of title, and the new secured party succeeds to the assignor’s rights as the secured party.

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However, a risk exists in not identifying the related issuing entity as the new secured party on the certificate of title because, through fraud or negligence, the security interest of the issuing entity could be released or another person could obtain a security interest in the applicable vehicle that is higher in priority than the interest of the issuing entity.

In the absence of fraud, forgery or neglect by the financed vehicle owner or administrative error by state recording officials, notation of the lien of the applicable Originator generally will be sufficient to protect the related issuing entity against the rights of subsequent purchasers of a financed vehicle or subsequent lenders who take a security interest in a financed vehicle. If there are any financed vehicles as to which the applicable Originator has failed to perfect the security interest assigned to the related issuing entity, that security interest would be subordinate to, among others, subsequent purchasers of the financed vehicles and holders of perfected security interests.

Under the Uniform Commercial Code as in effect in most states, if a security interest in a financed vehicle is perfected by any method under the laws of one state, and the financed vehicle is then moved to another state and titled in that other state, the security interest that was perfected under the laws of the original state remains perfected as against all persons other than a purchaser of the vehicle for value for as long as the security interest would have been perfected under the law of the original state. However, a security interest in a financed vehicle that is covered by a certificate of title from the original state becomes unperfected as against a purchaser of that financed vehicle for value and is deemed never to have been perfected as against that purchaser if the security interest in that financed vehicle is not perfected under the laws of that other state within four months after the financed vehicle became covered by a certificate of title from the other state. A majority of states requires surrender of a certificate of title to re-register a vehicle. Therefore, the servicer will provide the department of motor vehicles or other appropriate state or county agency of the state of relocation with the certificate of title so that the owner can effect the re-registration. If the financed vehicle owner moves to a state that provides for notation of a lien on the certificate of title to perfect the security interests in the financed vehicle, absent clerical errors or fraud, the applicable Originator would receive notice of surrender of the certificate of title if its lien is noted thereon. Accordingly, the secured party will have notice and the opportunity to re-perfect the security interest in the financed vehicle in the state of relocation. If the financed vehicle owner moves to a state which does not require surrender of a certificate of title for registration of a motor vehicle, re-registration could defeat perfection. In the ordinary course of servicing its portfolio of motor vehicle retail installment sale contracts and/or installment loans, the Originator takes steps to effect re-perfection upon receipt of notice of registration or information from the obligor as to relocation. Similarly, when an obligor under a receivable sells a financed vehicle, the servicer must provide the owner with the certificate of title, or the servicer will receive notice as a result of its lien noted thereon and accordingly will have an opportunity to require satisfaction of the related receivable before release of the lien. Under each sale and servicing agreement, the servicer will, in accordance with its customary servicing practices, take such steps as are necessary to maintain perfection of the security interest created by each receivable in the related financed vehicle. Each issuing entity will authorize the servicer to take such steps as are necessary to re-perfect the security interest on behalf of the issuing entity and the indenture trustee in the event of the relocation of a financed vehicle or for any other reason.

Under the laws of most states, statutory liens such as liens for unpaid taxes, liens for towing, storage and repairs performed on a motor vehicle, motor vehicle accident liens and liens arising under various state and federal criminal statutes take priority over a perfected security interest in a financed vehicle. Under the Internal Revenue Code, federal tax liens that are filed have priority over a subsequently perfected lien of a secured party. In addition, certain states grant priority to state tax liens over a prior perfected lien of a secured party. The laws of most states and federal law permit the confiscation of motor vehicles by governmental authorities under some circumstances if used in or acquired with the proceeds of unlawful activities, which may result in the loss of a secured party’s

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perfected security interest in a confiscated vehicle. With respect to each issuing entity, the depositor will represent in each receivables sale and servicing agreement that, as of the initial issuance of the securities of the related series, no state or federal liens exist with respect to any financed vehicle securing payment on any related receivable. However, liens could arise, or a confiscation could occur, at any time during the term of a receivable. It is possible that no notice will be given to the servicer in the event that a lien arises or a confiscation occurs, and any lien arising or confiscation occurring after the related Closing Date would not give rise to an Originator’s repurchase obligations under the related transfer agreement.

Repossession

In the event of a default by an obligor, the holder of the related motor vehicle retail installment sales contract and/or installment loan has all the remedies of a secured party under the Uniform Commercial Code, except as specifically limited by other state laws. Among the Uniform Commercial Code remedies, the secured party has the right to repossess a financed vehicle by self-help means, unless that means would constitute a breach of the peace under applicable state law or is otherwise limited by applicable state law. Unless a financed vehicle is voluntarily surrendered, self-help repossession is accomplished simply by retaking possession of the financed vehicle. In cases where the obligor objects or raises a defense to repossession, or if otherwise required by applicable state law, a court order must be obtained from the appropriate state court, and the financed vehicle must then be recovered in accordance with that order. In some jurisdictions, the secured party is required to notify the obligor of the default and the intent to repossess the collateral and to give the obligor a time period within which to cure the default prior to repossession. Generally, this right to cure may only be exercised on a limited number of occasions during the term of the related receivable. Other jurisdictions permit repossession without prior notice if it can be accomplished without a breach of the peace (although in some states, a course of conduct in which the creditor has accepted late payments has been held to create a right by the obligor to receive prior notice). In some states, after the financed vehicle has been repossessed, the obligor may reinstate the related receivable by paying the delinquent installments and other amounts due.

Notice of Sale; Redemption Rights

In the event of a default by the obligor, some jurisdictions require that the obligor be notified of the default and be given a time period within which the obligor may cure the default prior to repossession. Generally, this right of reinstatement may be exercised on a limited number of occasions in any one year period.

The Uniform Commercial Code and other state laws require the secured party to provide the obligor with reasonable notice concerning the disposition of the collateral including, among other things, the date, time and place of any public sale and/or the date after which any private sale of the collateral may be held and certain additional information if the collateral constitutes consumer goods. In addition, some states also impose substantive timing requirements on the sale of repossessed vehicles and/or various substantive timing and content requirements relating to those notices. In some states, after a financed vehicle has been repossessed, the obligor may reinstate the account by paying the delinquent installments and other amounts due, in which case the financed vehicle is returned to the obligor. The obligor has the right to redeem the collateral prior to actual sale or entry by the secured party into a contract for sale of the collateral by paying the secured party the unpaid outstanding principal balance of the obligation, accrued interest thereon, reasonable expenses for repossessing, holding and preparing the collateral for disposition and arranging for its sale, plus, in some jurisdictions, reasonable attorneys’ fees and legal expenses.

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Deficiency Judgments and Excess Proceeds

The proceeds of resale of the repossessed vehicles generally will be applied first to the expenses of resale and repossession and then to the satisfaction of the indebtedness. While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from resale do not cover the full amount of the indebtedness, a deficiency judgment can be sought in those states that do not prohibit or limit those judgments. However, the deficiency judgment would be a personal judgment against the obligor for the shortfall, and a defaulting obligor can be expected to have very little capital or sources of income available following repossession. Therefore, in many cases, it may not be useful to seek a deficiency judgment or, if one is obtained, it may be settled at a significant discount. In addition to the notice requirement, the Uniform Commercial Code requires that every aspect of the sale or other disposition, including the method, manner, time, place and terms, be “commercially reasonable.” Generally, in the case of consumer goods, courts have held that when a sale is not “commercially reasonable,” the secured party loses its right to a deficiency judgment. Generally, in the case of collateral that does not constitute consumer goods, the Uniform Commercial Code provides that when a sale is not “commercially reasonable,” the secured party may retain its right to at least a portion of the deficiency judgment.

The Uniform Commercial Code also permits the debtor or other interested party to recover for any loss caused by noncompliance with the provisions of the Uniform Commercial Code. In particular, if the collateral is consumer goods, the Uniform Commercial Code grants the debtor the right to recover in any event an amount not less than the credit service charge plus 10% of the principal amount of the debt. In addition, prior to a sale, the Uniform Commercial Code permits the debtor or other interested person to prohibit or restrain on appropriate terms the secured party from disposing of the collateral if it is established that the secured party is not proceeding in accordance with the “default” provisions under the Uniform Commercial Code.

Occasionally, after resale of a repossessed vehicle and payment of all expenses and indebtedness, there is a surplus of funds. In that case, the Uniform Commercial Code requires the creditor to remit the surplus to any holder of a subordinate lien with respect to the vehicle or if no subordinate lienholder exists, the Uniform Commercial Code requires the creditor to remit the surplus to the obligor.

Consumer Protection Law

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon lenders and servicers involved in consumer finance, including requirements regarding the adequate disclosure of contract terms and limitations on contract terms, collection practices and creditor remedies. These laws include the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations B and Z, the Gramm-Leach-Bliley Act, the Servicemembers Civil Relief Act (“Relief Act”), state adoptions of the National Consumer Act and the Uniform Consumer Credit Code, state motor vehicle retail installment sales acts, consumer lending laws, unfair or deceptive practices acts including requirements regarding the adequate disclosure of contract terms and limitations on contract terms, collection practices and creditor remedies and other similar laws. Many states have adopted “lemon laws” which provide redress to consumers who purchase a vehicle that remains out of compliance with its manufacturer’s warranty after a specified number of attempts to correct a problem or a specified time period. Also, state laws impose finance charge ceilings and other restrictions on consumer transactions and require contract disclosures in addition to those required under federal law. These requirements impose specific statutory liabilities upon creditors who fail to comply with their provisions. In some cases, this liability could affect an assignee’s ability to enforce consumer finance contracts such as the receivables described above.

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With respect to used vehicles, the Federal Trade Commission’s Rule on Sale of Used Vehicles (the “FTC Rule”) requires all sellers of used vehicles to prepare, complete and display a “Buyers’ Guide” which explains the warranty coverage for such vehicles. The Federal Magnuson-Moss Warranty Act and state lemon laws may impose further obligations on motor vehicle dealers. Holders of the receivables may have liability for claims and defenses under those statutes, the FTC Rule and similar state statutes.

The so-called “Holder-in-Due-Course” rule of the Federal Trade Commission (the “HDC Rule”) has the effect of subjecting any assignee of the seller in a consumer credit transaction, and related creditors and their assignees, to all claims and defenses which the obligor in the transaction could assert against the seller. Liability under the HDC Rule is limited to the amounts paid by the obligor under the receivable, and the holder of the receivable may also be unable to collect any balance remaining due thereunder from the obligor. The HDC Rule is generally duplicated by the Uniform Consumer Credit Code, other state statutes or the common law in some states. Liability of assignees for claims under state consumer protection laws may differ though.

To the extent the receivables constitute retail installment sales contracts, those receivables will be subject to the requirements of the HDC Rule. Accordingly, each issuing entity, as holder of the related receivables, will be subject to any claims or defenses that the purchaser of the applicable financed vehicle may assert against the seller of the financed vehicle. As to each obligor, those claims under the HDC Rule are limited to a maximum liability equal to the amounts paid by the obligor on the related receivable. The applicable Originators will represent in each receivables transfer agreement that each of the receivables, and the sale of the related financed vehicle thereunder, complied with all material requirements of applicable laws and the regulations issued pursuant thereto.

Any shortfalls or losses arising in connection with the matters described in the three preceding paragraphs, to the extent not covered by amounts payable to the securityholders from amounts available under a credit enhancement mechanism, could result in losses to securityholders.

Courts have applied general equitable principles to secured parties pursuing repossession and litigation involving deficiency balances. These equitable principles may have the effect of relieving an obligor from some or all of the legal consequences of a default.

In several cases, consumers have asserted that the self-help remedies of secured parties under the Uniform Commercial Code and related laws violate the due process protections provided under the 14th Amendment to the Constitution of the United States. Courts have generally upheld the notice provisions of the Uniform Commercial Code and related laws as reasonable or have found that the repossession and resale by the creditor do not involve sufficient state action to afford constitutional protection to obligors.

Certain Matters Relating to Bankruptcy

General. The depositor has been structured as a limited purpose entity and will engage only in activities permitted by its organizational documents. Under the depositor’s organizational documents, the depositor is limited in its ability to file a voluntary petition under the United States Bankruptcy Code (the “Bankruptcy Code”) or any similar applicable state law so long as the depositor is solvent and does not reasonably foresee becoming insolvent. There can be no assurance, however, that the depositor, or the Originators, will not become insolvent and file a voluntary petition under the Bankruptcy Code or any similar applicable state law or become subject to a conservatorship or receivership, as may be applicable in the future.

The voluntary or involuntary petition for relief under the Bankruptcy Code or any similar applicable state law or the establishment of a conservatorship or receivership, as may be applicable, with

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respect to any Originator that is subject to the Bankruptcy Code should not necessarily result in a similar voluntary application with respect to the depositor so long as the depositor is solvent and does not reasonably foresee becoming insolvent either by reason of that Originator’s insolvency or otherwise. The depositor has taken certain steps in structuring the transactions contemplated hereby that are intended to make it unlikely that any voluntary or involuntary petition for relief by any Originator under applicable insolvency laws will result in the consolidation pursuant to such insolvency laws or the establishment of a conservatorship or receivership, of the assets and liabilities of the depositor with those of that Originator. These steps include the organization of the depositor as a limited purpose entity pursuant to its limited liability company agreement or trust agreement containing certain limitations (including restrictions on the limited nature of depositor’s business and on its ability to commence a voluntary case or proceeding under any insolvency law without an affirmative vote of all of its directors, including independent directors).

Each Originator that is subject to the Bankruptcy Code and the depositor believe that:

•

subject to certain assumptions (including the assumption that the books and records relating to the assets and liabilities of any Originator will at all times be maintained separately from those relating to the assets and liabilities of the depositor, the depositor will prepare its own balance sheets and financial statements and there will be no commingling of the assets of that Originator with those of the depositor) the assets and liabilities of the depositor should not be substantively consolidated with the assets and liabilities of that Originator in the event of a petition for relief under the Bankruptcy Code with respect to that Originator; and the transfer of receivables by any Originator should constitute an absolute transfer, and, therefore, such receivables would not be property of that Originator in the event of the filing of an application for relief by or against any Originator under the Bankruptcy Code or, in the case of an Originator that is subject to regulation by the Federal Deposit Insurance Corporation (“FDIC”), the receivables will either be subject to a valid, perfected security interest that will not be subject to avoidance by the FDIC or will satisfy the requirements of the FDIC pursuant to which the FDIC, as conservator or receiver, would not seek to treat the receivables and collections thereon as that Originator’s property or property of the conservatorship or receivership. See “Material Legal Aspects of the Receivables—Certain Matters Relating to Bankruptcy—Certain Matters Relating to the Federal Deposit Insurance Corporation” in this prospectus.

Counsel to the depositor will also render its opinion that:

	•		subject to certain assumptions, the assets and liabilities of the depositor would not be substantively consolidated with the assets and liabilities of any Originator in the event of a petition for relief under the Bankruptcy Code with respect to any Originator; and

	•		the transfer of receivables by that Originator constitutes an absolute transfer and would not be included in the applicable Originator’s bankruptcy estate or subject to the automatic stay provisions of the Bankruptcy Code.

If, however, a bankruptcy court for that Originator or a creditor of that Originator were to take the view that any Originator and the depositor should be substantively consolidated or that the transfer of the receivables from that Originator to the depositor should be recharacterized as a pledge of such receivables, then you may experience delays and/or shortfalls in payments on the securities.

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Certain Matters Relating to the Federal Deposit Insurance Corporation. In the event that an Originator is an insured depository institution subject to regulation by the FDIC and were to become insolvent, the Federal Deposit Insurance Act (“FDIA”), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”), sets forth certain powers that the FDIC may exercise if it were appointed conservator or receiver of such an Originator. The FDIC has adopted a rule, “Treatment by the Federal Deposit Insurance Corporation as Conservator or Receiver of Financial Assets Transferred by an Insured Depository Institution in Connection with a Securitization or Participation”. If an Originator’s transfer of receivables were to satisfy the requirements of the rule, then the FDIC, as conservator or receiver of that Originator, would not seek to treat the receivables and collections as that Originator’s property or property of the conservatorship or receivership of that Originator. We will indicate in the applicable prospectus supplement whether the transactions contemplated by this prospectus and the prospectus supplement will be structured so that the FDIC rule applies. We cannot assure you that a transfer of receivables by an Originator will comply with the rule. If a condition required by the FDIC rule were not satisfied, then the FDIC as conservator or receiver may not recognize the transfer of receivables by the Originator, and the transferee could be limited to seeking recovery based upon its security interest in the receivables.

To the extent that an Originator has granted a security interest in the receivables to a non-affiliated entity such as a trustee or an indenture trustee and that security interest was validly perfected before such Originator’s insolvency and was not taken in contemplation of insolvency or with the intent to hinder, delay or defraud such Originator or its creditors, the secured obligations represent bona-fide and arm’s length transactions, the secured party is not an affiliate of that Originator, the grant of the security interest was for adequate consideration, the agreement evidencing the security interest is in writing and was approved by that Originator’s board of directors or loan committee and such approval is reflected in the minutes of the committee and is, continuously from the time of its execution, maintained as a record of such Originator, that security interest would not be subject to avoidance by the FDIC as conservator or receiver of that Originator. If, however, the FDIC were to assert a contrary position, or were to require the trustee or the indenture trustee to establish its rights to those payments by submitting to and completing the administrative claims procedure established under the FDIA, or the conservator or receiver were to request a stay of proceedings with respect to such Originator as provided under the FDIA, delays in payments on the related securities and possible reductions in the amount of those payments could occur.

Repurchase Obligation

Each Originator will make representations and warranties in the applicable transaction documents that each receivable complies with all requirements of law in all material respects. If any representation and warranty proves to be incorrect with respect to any receivable, has certain material and adverse effects and is not timely cured, that Originator will be required under the applicable transaction documents to repurchase the affected receivables. VW Credit is, and the other Originators may be, subject from time to time to litigation alleging that the receivables or its lending practices do not comply with applicable law. The commencement of any such litigation generally would not result in a breach of any of that Originator’s representations or warranties.

Servicemembers Civil Relief Act

Under the terms of the Relief Act, a borrower who enters military service after the origination of such obligor’s receivable (including a borrower who was in reserve status and is called to active duty after origination of the receivable), may not be charged interest (including fees and charges) above an annual rate of 6% during the period of such obligor’s active duty status, unless a court orders otherwise upon application of the lender. Interest at a rate in excess of 6% that would otherwise have been incurred but

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for the Relief Act is forgiven. The Relief Act applies to obligors who are servicemembers and includes members of the Army, Navy, Air Force, Marines, National Guard, Reserves (when such enlisted person is called to active duty), Coast Guard, officers of the National Oceanic and Atmospheric Administration, officers of the U.S. Public Health Service assigned to duty with the Army or Navy and certain other persons as specified in the Relief Act. Because the Relief Act applies to obligors who enter military service (including reservists who are called to active duty) after origination of the related receivable, no information can be provided as to the number of receivables that may be affected by the Relief Act. In addition, the response of the United States to the terrorist attacks on September 11, 2001 and the United States-led invasion and occupation of Iraq have included military operations that may increase the number of citizens who are in active military service, including persons in reserve status who have been called or will be called to active duty. Application of the Relief Act would adversely affect, for an indeterminate period of time, the ability of the servicer to collect full amounts of interest on certain of the receivables. Any shortfall in interest collections resulting from the application of the Relief Act or similar legislation or regulations which would not be recoverable from the related receivables, would result in a reduction of the amounts distributable to the securityholders. In addition, the Relief Act imposes limitations that would impair the ability of the servicer to foreclose on an affected receivable during the obligor’s period of active duty status, and, under certain circumstances, during an additional three month period thereafter. Also, the laws of some states impose similar limitations during the obligor’s period of active duty status and, under certain circumstances, during an additional period thereafter as specified under the laws of those states. Thus, in the event that the Relief Act or similar state legislation or regulations applies to any receivable which goes into default, there may be delays in payment and losses on your securities. Any other interest shortfalls, deferrals or forgiveness of payments on the receivables resulting from the application of the Relief Act or similar state legislation or regulations may result in delays in payments or losses on your securities.

Any shortfalls or losses arising in connection with the matters described above, to the extent not covered by amounts payable to the securityholders from amounts available under a credit enhancement mechanism, could result in losses to securityholders.

Other Limitations

In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including the Bankruptcy Code and similar state laws, may interfere with or affect the ability of a secured party to realize upon collateral or to enforce a deficiency judgment. For example, if an obligor commences bankruptcy proceedings, a bankruptcy court may prevent a creditor from repossessing a vehicle, and, as part of the rehabilitation plan, reduce the amount of the secured indebtedness to the market value of the vehicle at the time of filing of the bankruptcy petition, as determined by the bankruptcy court, leaving the creditor as a general unsecured creditor for the remainder of the indebtedness. A bankruptcy court may also reduce the monthly payments due under a receivable or change the rate of interest and time of repayment of the receivable. Additional information about legal or regulatory provisions of particular jurisdictions may be presented in the prospectus supplement if a material concentration of receivables exists in those jurisdictions.

Any shortfalls or losses arising in connection with the matters described above, to the extent not covered by amounts payable to the securityholders from amounts available under a credit enhancement mechanism, could result in losses to securityholders.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

Set forth below is a discussion of the material United States federal income tax consequences relevant to the purchase, ownership and disposition of the notes and the certificates of any series. This

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discussion is based upon current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury Regulations thereunder, current administrative rulings, judicial decisions and other applicable authorities. To the extent that the following summary relates to matters of law or legal conclusions with respect thereto, such summary represents the opinion of Mayer Brown LLP, Special Tax Counsel for each issuing entity, subject to the qualifications set forth in this section. There are no cases or Internal Revenue Service (“IRS”) rulings on similar transactions involving both debt and equity interests issued by an issuing entity with terms similar to those of the notes and the certificates. As a result, there can be no assurance that the IRS will not challenge the conclusions reached in this prospectus, and no ruling from the IRS has been or will be sought on any of the issues discussed below. Furthermore, legislative, judicial or administrative changes may occur, perhaps with retroactive effect, which could affect the accuracy of the statements and conclusions set forth in the applicable prospectus supplement as well as the tax consequences to noteholders and certificateholders.

Special Tax Counsel has prepared or reviewed the statements under the heading “Material Federal Income Tax Consequences” in this prospectus and is of the opinion that these statements discuss all material federal income tax consequences to investors of the purchase, ownership and disposition of the notes or certificates. The tax opinions of Special Tax Counsel with respect to each type of trust or limited liability company and the notes or certificates to be issued by the trusts or limited liability companies which have been delivered in connection with the filing of this prospectus and each applicable prospectus supplement are subject to certain assumptions, conditions and qualifications as described in detail below. Prior to the time a trust or limited liability company is established and notes or certificates are issued, Special Tax Counsel will deliver another opinion, regarding the same tax issues, to either confirm the legal conclusions and the accuracy of those assumptions or conditions or to address any changes or differences which may exist at that time. To the extent any given series of notes or certificates, or the form of any trust or limited liability company, differs from the assumptions or conditions set forth in the following discussion or changes occur in the relevant tax laws, or in their application, any additional tax consequences will be disclosed in the applicable prospectus supplement and legal conclusions will be provided in an opinion of Special Tax Counsel filed in connection with the applicable prospectus supplement. Each of those subsequent opinions of Special Tax Counsel will be filed with the SEC on Form 8-K prior to sale.

However, the following discussion does not purport to deal with all aspects of federal income taxation that may be relevant to the noteholders and certificateholders in light of their personal investment circumstances nor, except for limited discussions of particular topics, to holders subject to special treatment under the federal income tax laws, including:

	•		financial institutions;

	•		broker-dealers;

	•		life insurance companies;

	•		tax-exempt organizations;

	•		persons that hold the notes or certificates as a position in a “straddle” or as part of a synthetic security or “hedge,” “conversion transaction” or other integrated investment;

	•		persons that have a “functional currency” other than the U.S. dollar; and

	•		investors in pass-through entities.

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This information is directed to prospective purchasers who purchase notes or certificates at their issue price in the initial distribution thereof, who are citizens or residents of the United States, including domestic corporations and partnerships, and who hold the notes or certificates as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code. We suggest that prospective investors consult with their tax advisors as to the federal, state, local, foreign and any other tax consequences to them of the purchase, ownership and disposition of the notes or the certificates.

The following discussion addresses notes, other than Strip Notes or any other series of notes specifically identified as receiving different tax treatment in the applicable prospectus supplement, which the depositor, the servicer and the noteholders will agree to treat as indebtedness secured by the receivables. Upon the issuance of each series of notes, Special Tax Counsel is of the opinion that the notes will be treated as debt for federal income tax purposes.

The following discussion also addresses certificates falling into three general categories:

	•		Certificates representing interests in a trust which the depositor, the servicer and the applicable certificateholders will agree to treat as equity interests in a grantor trust (a “Tax Trust”). Upon the issuance of each series of notes or certificates, if the applicable prospectus supplement specifies that the trust is a Tax Trust, Special Tax Counsel is of the opinion that the trust will not be taxable as an association or publicly traded partnership taxable as a corporation, but should be classified as a grantor trust under Sections 671 through 679 of the Internal Revenue Code. Special Tax Counsel is of the opinion that the trust will not be subject to United States federal income tax, and Special Tax Counsel is of the opinion that the certificates will represent a pro rata undivided interest in the income and assets of the Tax Trust.

	•		Certificates or membership interests—including Strip Certificates—and Strip Notes (“Partnership Certificates”), representing interests in a trust or limited liability company which the depositor, the servicer and the applicable holders will agree to treat as equity interests in a partnership (a “Tax Partnership”). Upon the issuance of the notes or Partnership Certificates, if the applicable prospectus supplement specifies that the trust or limited liability company is a Tax Partnership, Special Tax Counsel is of the opinion that the trust or limited liability company will be treated as a partnership and not as an association or publicly traded partnership taxable as a corporation and that the trust or limited liability company will not be subject to United States federal income tax. Special Tax Counsel is also of the opinion that the Partnership Certificates will be treated as partnership interests in the Tax Partnership.

	•		Certificates or membership interests (“Tax Non-Entity Certificates"), all of which are owned by the depositor or an affiliate (the “Initial Certificateholder”) representing interests in a trust or limited liability company, as the case may be, which the depositor and the servicer will agree to treat as a division of the Initial Certificateholder for purposes of federal, state and local income, franchise, and value-added taxes (a “Tax Non-Entity"). In the case of an issuing entity treated as a Tax Non-Entity, Special Tax Counsel is of the opinion that the issuing entity will not be treated as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Because the depositor will treat each Tax Trust as a grantor trust, each Tax Partnership as a partnership, and each Tax Non-Entity as a division of depositor, for federal income tax purposes, the depositor will not comply with the tax reporting requirements that would apply under any alternative

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characterizations of a Tax Trust, Tax Partnership or Tax Non-Entity. For purposes of “Material Federal Income Tax Consequences” in this prospectus, references to a “holder” are to the beneficial owner of a note, Trust Certificate, Partnership Certificate or Tax Non-Entity Certificate, as the context may require.

The Notes

Characterization as Debt. For each series of notes offered under a prospectus supplement, except for Strip Notes and any series which is specifically identified as receiving different tax treatment in the applicable prospectus supplement, regardless of whether the notes are issued by a Tax Trust or a Tax Partnership or a Tax Non-Entity, upon the issuance of each series of notes, Special Tax Counsel is of the opinion that the notes will be treated as debt for federal income tax purposes. The depositor, the servicer and each noteholder, by acquiring an interest in a note, will agree to treat the notes as indebtedness for federal, state and local income, excise, privilege and franchise tax purposes. The applicable prospectus supplement will specify whether the issuing entity is a Tax Trust, Tax Partnership or Tax Non-Entity for federal income tax purposes. See"—Trust Certificates—Classification of Trusts and Trust Certificates,” "—Partnership Certificates—Classification of Partnerships and Partnership Certificates” or “—Tax Non-Entity Certificates—Classification of Tax Non-Entities and Tax Non-Entity Certificates” in this prospectus for a discussion of the potential federal income tax considerations for noteholders if the IRS were successful in challenging the characterization of a Tax Trust, a Tax Partnership or a Tax Non-Entity, as applicable, for federal income tax purposes.

Treatment of Stated Interest. Assuming the notes are treated as debt for federal income tax purposes and are not issued with original issue discount (“OID”), the stated interest on a note will be taxable to a noteholder as ordinary income when received or accrued in accordance with the noteholder’s regular method of tax accounting. Interest received on a note may constitute “investment income” for purposes of some limitations of the Internal Revenue Code concerning the deductibility of investment interest expense.

Original Issue Discount. Except to the extent indicated in the applicable prospectus supplement, no series of notes will be issued with OID. In general, OID is the excess of the stated redemption price at maturity of a debt instrument over its issue price, unless that excess falls within a statutorily defined de minimis exception. A note’s stated redemption price at maturity is the aggregate of all payments required to be made under the note through maturity except qualified stated interest. Qualified stated interest is generally interest that is unconditionally payable in cash or property, other than debt instruments of the issuing entity, at fixed intervals of one year or less during the entire term of the instrument at specified rates. The issue price will be the first price at which a substantial amount of the notes are sold, excluding sales to bond holders, brokers or similar persons acting as underwriters, placement agents or wholesalers.

If a note were treated as being issued with OID, a noteholder would be required to include OID in income as interest over the term of the note under a constant yield method. In general, OID must be included in income in advance of the receipt of cash representing that income. Thus, each cash distribution would be treated as an amount already included in income, to the extent OID has accrued as of the date of the interest distribution and is not allocated to prior distributions, or as a repayment of principal. This treatment would have no significant effect on noteholders using the accrual method of accounting. However, cash method noteholders may be required to report income on the notes in advance of the receipt of cash attributable to that income. Even if a note has OID falling within the de minimis exception, the noteholder must include that OID in income proportionately as principal payments are made on that note.

A holder of a Short-Term Note which has a fixed maturity date not more than one year from the issue date of that note will generally not be required to include OID on the Short-Term Note in income as

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it accrues, provided the holder of the note is not an accrual method taxpayer, a bank, a broker or dealer that holds the note as inventory, a regulated investment company or common trust fund, or the beneficial owner of pass-through entities specified in the Internal Revenue Code, or provided the holder does not hold the instrument as part of a hedging transaction, or as a stripped bond or stripped coupon. Instead, the holder of a Short-Term Note would include the OID accrued on the note in gross income upon a sale or exchange of the note or at maturity, or if the note is payable in installments, as principal is paid thereon. A holder of a Short-Term Note would be required to defer deductions for any interest expense on an obligation incurred to purchase or carry the note to the extent it exceeds the sum of the interest income, if any, and OID accrued on the note. However, a holder may elect to include OID in income as it accrues on all obligations having a maturity of one year or less held by the holder in that taxable year or thereafter, in which case the deferral rule of the preceding sentence will not apply. For purposes of this paragraph, OID accrues on a Short-Term Note on a ratable, straight-line basis, unless the holder irrevocably elects, under regulations to be issued by the Treasury Department, to apply a constant interest method to such obligation, using the holder’s yield to maturity and daily compounding.

A holder who purchases a note after the initial distribution thereof at a discount that exceeds a statutorily defined de minimis amount will be subject to the “market discount” rules of the Internal Revenue Code, and a holder who purchases a note at a premium will be subject to the “bond premium amortization” rules of the Internal Revenue Code.

Disposition of Notes. If a noteholder sells a note, the holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the holder’s adjusted tax basis in the note. The adjusted tax basis of the note to a particular noteholder will equal the holder’s cost for the note, increased by any OID and market discount previously included by the noteholder in income from the note and decreased by any bond premium previously amortized and any principal payments previously received by the noteholder on the note. Any gain or loss will be capital gain or loss if the note was held as a capital asset, except for gain representing accrued interest or accrued market discount not previously included in income. Capital gain or loss will be long-term if the note was held by the holder for more than one year and otherwise will be short-term. Any capital losses realized generally may be used by a corporate taxpayer only to offset capital gains, and by an individual taxpayer only to the extent of capital gains plus $3,000 of other income.

Information Reporting and Backup Withholding. Each Tax Trust, Tax Partnership and Tax Non-Entity will be required to report annually to the IRS, and to each noteholder of record, the amount of interest paid on the notes, and the amount of interest withheld for federal income taxes, if any, for each calendar year, except as to exempt holders which are, generally, corporations, tax-exempt organizations, qualified pension and profit-sharing trusts, individual retirement accounts or nonresident aliens who provide certification as to their status. Each holder will be required to provide to the Tax Trust, Tax Partnership or Tax Non-Entity, under penalties of perjury, IRS Form W-9 or other similar form containing the holder’s name, address, correct federal taxpayer identification number and a statement that the holder is not subject to backup withholding. If a nonexempt noteholder fails to provide the required certification, the Tax Trust, Tax Partnership or Tax Non-Entity will be required to withhold at the currently applicable rate from interest otherwise payable to the holder, and remit the withheld amount to the IRS as a credit against the holder’s federal income tax liability. Noteholders should consult their tax advisors regarding the application of the backup withholding and information reporting rules to their particular circumstances.

Because the depositor will treat each Tax Trust as a grantor trust, each Tax Partnership as a partnership, each Tax Non-Entity as a division of the depositor and all notes, except Strip Notes and any other series of notes specifically identified as receiving different tax treatment in the accompanying applicable prospectus supplement, as indebtedness for federal income tax purposes, the depositor will not

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comply with the tax reporting requirements that would apply under any alternative characterizations of a Tax Trust, Tax Partnership or Tax Non-Entity.

Tax Consequences to Foreign Noteholders. If interest paid to or accrued by a noteholder who is a Foreign Person is not effectively connected with the conduct of a trade or business within the United States by the Foreign Person, the interest generally will be considered “portfolio interest”, and generally will not be subject to United States federal income tax and withholding tax, as long as the Foreign Person:

	•		is not actually or constructively a “10 percent shareholder” of a Tax Trust, Tax Partnership or the depositor, including a holder of 10 percent of the applicable outstanding certificates, or a “controlled foreign corporation” with respect to which the Tax Trust, Tax Partnership or the depositor is a “related person” within the meaning of the Internal Revenue Code, and

	•		provides an appropriate statement on IRS Form W-8BEN signed under penalties of perjury, certifying that the beneficial owner of the note is a Foreign Person and providing that Foreign Person’s name and address. If the information provided in this statement changes, the Foreign Person must so inform the Tax Trust or Tax Partnership within 30 days of change.

If the interest were not portfolio interest or if applicable certification requirements were not satisfied, then the interest would be subject to United States federal income and withholding tax at a rate of 30 percent unless reduced or eliminated pursuant to an applicable tax treaty. Foreign Persons should consult their tax advisors with respect to the application of the withholding and information reporting regulations to their particular circumstances.

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a note by a Foreign Person will be exempt from United States federal income and withholding tax, provided that:

	•		the gain is not effectively connected with the conduct of a trade or business in the United States by the Foreign Person; and

	•		in the case of a foreign individual, the Foreign Person is not present in the United States for 183 days or more in the taxable year.

If the interest, gain or income on a note held by a Foreign Person is effectively connected with the conduct of a trade or business in the United States by the Foreign Person, the holder, although exempt from the withholding tax previously discussed if an appropriate statement is furnished, generally will be subject to United States Federal income tax on the interest, gain or income at regular federal income tax rates. In addition, if the Foreign Person is a foreign corporation, it may be subject to a branch profits tax equal to the currently applicable rate of its “effectively connected earnings and profits” within the meaning of the Internal Revenue Code for the taxable year, as adjusted for specified items, unless it qualifies for a lower rate under an applicable tax treaty.

Trust Certificates

Classification of Trusts and Trust Certificates. For each series of certificates identified in the applicable prospectus supplement as Trust Certificates, upon the issuance of each series of Trust Certificates, Special Tax Counsel is of the opinion that the Tax Trust will not be taxable as an association or publicly traded partnership taxable as a corporation, but will be classified as a grantor trust under

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Sections 671 through 679 of the Internal Revenue Code and that the Trust Certificates will be treated as representing a pro rata undivided interest in the income and assets of the Tax Trust. For each series of Trust Certificates, the depositor and the certificateholders will express in the trust agreement and on the Trust Certificates their intent that, for federal, state and local income and franchise tax purposes, the Trust Certificates will represent an equity interest in the Tax Trust.

Although Special Tax Counsel has opined that each Tax Trust will be properly classified as a grantor trust for federal income tax purposes, there are no cases or IRS rulings on similar transactions and this opinion is not binding on the IRS or the courts and no assurance can be given that this characterization would prevail. If the IRS were to contend successfully that any such Tax Trust is not a grantor trust, the Tax Trust will be classified for federal income tax purposes as a partnership which is not taxable as a corporation. The income reportable by the holders of Trust Certificates as partners could differ from the income reportable by the holders of Trust Certificates as grantors of a grantor trust. However, it is not expected that such differences would be material. If a Tax Trust were classified for federal income tax purposes as a partnership, the IRS might contend that it is a “publicly traded partnership” taxable as a corporation. If the IRS were to contend successfully that a Tax Trust is an association taxable as a corporation for federal income tax purposes, such Tax Trust would be subject to federal and state income tax at corporate rates on the income from the receivables, reduced by deductions, including interest on any notes unless the notes were treated as an equity interest. See"—Partnership Certificates—Classification of Partnerships and Partnership Certificates” below.

Despite Special Tax Counsel’s opinion that a Tax Trust will be classified as a grantor trust, the lack of cases or IRS rulings on similar transactions, as discussed above, permits a variety of alternative characterizations in addition to the position to be taken that the Trust Certificates represent equity interests in a grantor trust. For example, because Trust Certificates will have some features characteristic of debt, the Trust Certificates might be considered indebtedness of a Tax Trust, the depositor or the issuing entity. Except as described above, any such characterization would not result in materially adverse tax consequences to certificateholders as compared to the consequences from treatment of Trust Certificates as equity in a trust, described below.

Grantor Trust Treatment. Assuming Trust Certificates represent equity interests in a grantor trust, as a grantor trust, a Tax Trust will not be subject to federal income tax. Subject to the discussion below under"—Treatment of Fees or Payments”, in Special Tax Counsel’s opinion, each certificateholder will be required to report on its federal income tax return its pro rata share of the entire income from the receivables and any other property in the Tax Trust for the period during which it owns a Trust Certificate, including interest or finance charges earned on the receivables and any gain or loss upon collection or disposition of the receivables, in accordance with the certificateholder’s method of accounting. A certificateholder using the cash method of accounting will generally take into account its pro rata share of income as and when received by the owner trustee. A certificateholder using an accrual method of accounting will generally take into account its pro rata share of income as it accrues or is received by the owner trustee, whichever is earlier.

Assuming that the market discount rules do not apply, the portion of each payment to a certificateholder that is allocable to principal on the receivables will represent a recovery of capital, which will reduce the tax basis of the certificateholder’s undivided interest in the receivables. In computing its federal income tax liability, a certificateholder will be entitled to deduct, consistent with its method of accounting, its pro rata share of interest paid on any notes, reasonable servicing fees, and other fees paid or incurred by the Tax Trust. If a certificateholder is an individual, estate or trust, the deduction for the certificateholder’s pro rata share of such fees will be allowed only to the extent that all of such certificateholder’s miscellaneous itemized deductions, including servicing and other fees, exceed 2% of the certificateholder’s adjusted gross income. Because the servicer will not report to certificateholders the

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amount of income or deductions attributable to miscellaneous charges, a certificateholder may effectively underreport its net taxable income. See“—Treatment of Fees or Payments” below for a discussion of other possible consequences if amounts paid to the servicer exceed reasonable compensation for services rendered.

Treatment of Fees or Payments. It is expected that income will be reported to certificateholders on the assumption that the certificateholders own a 100% interest in all of the principal and interest derived from the receivables. However, a portion of the amounts paid to the servicer or the depositor may exceed reasonable fees for services. There are no authoritative guidelines, for federal income tax purposes, as to the maximum amount of compensation that may be considered reasonable for servicing the receivables or performing other services, in the context of this or similar transactions; accordingly, Special Tax Counsel is unable to give an opinion on this issue. If amounts paid to the servicer or the depositor exceed reasonable compensation for services provided, the servicer or the depositor or both may be viewed as having retained, for federal income tax purposes, an ownership interest in a portion of each interest payment or certain receivables. As a result, such receivables may be treated as “stripped bonds” within the meaning of the Internal Revenue Code.

To the extent that the receivables are characterized as stripped bonds, the income of the Tax Trust allocable to certificateholders would not include the portion of the interest on the receivables treated as having been retained by the servicer or the depositor, as the case may be, and the Tax Trust’s deductions would be limited to reasonable servicing fees, interest paid on any notes and other fees. In addition, a certificateholder would not be subject to the market discount and premium rules discussed in“—Discount and Premium” below with respect to the stripped bonds, but instead would be subject to the OID rules of the Internal Revenue Code. However, if the price at which a certificateholder were deemed to have acquired a stripped bond is less than the remaining outstanding principal balance of the receivable by an amount which is less than a statutorily defined de minimis amount, the receivable would not be treated as having OID. In general, it appears that the amount of OID on a receivable treated as a stripped bond will be de minimis if it is less than 1% for each full year remaining after the purchase date until the final maturity of the receivable, although the IRS could take the position that the weighted average maturity date, rather than the final maturity date, should be used in performing this calculation. If the amount of OID was de minimis under this rule, the actual amount of discount on a receivable would be includible in income as principal payments are received on the receivable.

If the OID on a receivable were not treated as de minimis, a certificateholder would be required to include any OID in income as it accrues, regardless of when cash payments are received, using a method reflecting a constant yield on the receivables. It is possible that the IRS could assert that a prepayment assumption should be used in computing the yield of a stripped bond. If a stripped bond is deemed to be acquired by a certificateholder at a significant discount, the use of a prepayment assumption could accelerate the accrual of income by a certificateholder.

It is also possible that any fees deemed to be excessive could be recharacterized as deferred purchase price payable to the depositor by certificateholders in exchange for the receivables. The likely effect of such recharacterization would be to increase current taxable income to a certificateholder.

Discount and Premium. Assuming the fees and other amounts payable to the servicer and the depositor will not be recharacterized as being retained ownership interests in the receivables, as discussed above, a purchaser of a Trust Certificate should be treated as purchasing an interest in each receivable and any other property in the Tax Trust at a price determined by allocating the purchase price paid for the Trust Certificate among the receivables and other property in proportion to their fair market values at the time of purchase of the Trust Certificate.

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It is believed that the receivables were not and will not be issued with OID; therefore, a Tax Trust should not have OID income. However, the purchase price paid by the Tax Trust for the receivables may be greater or less than the remaining outstanding principal balance of the receivables at the time of purchase. If so, the receivables will have been acquired at a premium or market discount, as the case may be. The market discount on a receivable will be considered to be zero if it is less than the statutorily defined de minimis amount.

Any gain on the sale of a Trust Certificate attributable to the holder’s share of unrecognized accrued market discount on the receivables would generally be treated as ordinary income to the holder. Moreover, a holder who acquires a Trust Certificate representing an interest in receivables acquired at a market discount may be required to defer a portion of any interest expense otherwise deductible on indebtedness incurred or maintained to purchase or carry the Trust Certificate until the holder disposes of the Trust Certificate in a taxable transaction. Instead of recognizing market discount, if any, upon a disposition of Trust Certificates and deferring any applicable interest expense, a holder may elect to include market discount in income currently as the discount accrues. The current inclusion election, once made, applies to all market discount obligations acquired on or after the first day of the first taxable year to which the election applies, and may be revoked without the consent of the IRS.

In the event that a receivable is treated as purchased at a premium, that is, the allocable portion of the certificateholder’s purchase price for the Trust Certificate exceeds the remaining outstanding principal balance of the receivable, the premium will be amortizable by a certificateholder as an offset to interest income, with a corresponding reduction in basis, under a constant yield method over the term of the receivable if the certificateholder makes an election. Any such election will apply to all debt instruments held by the certificateholder during the year in which the election is made and to all debt instruments acquired thereafter.

Disposition of Trust Certificates. Generally, capital gain or loss will be recognized on a sale of Trust Certificates in an amount equal to the difference between the amount realized and the depositor’s tax basis in the Trust Certificates sold. A certificateholder’s tax basis in a Trust Certificate will generally equal his cost increased by any OID and market discount previously included in income, and decreased by any bond premium previously amortized and by the amount of principal payments previously received on the receivables held by the Tax Trust. Any gain on the sale of a Trust Certificate attributable to the holder’s share of unrecognized accrued market discount on the receivables would generally be treated as ordinary income to the certificateholder, unless the certificateholder makes the special election described in this prospectus under “—Discount and Premium”.

If a certificateholder is required to recognize an aggregate amount of income, not including income attributable to disallowed itemized deductions described above, over the life of the Trust Certificates that exceeds the aggregate cash distributions, that excess will generally give rise to a capital loss upon the retirement of the Trust Certificates.

Backup Withholding. Distributions made on Trust Certificates and proceeds from the sale of the certificates will be subject to backup withholding at the currently applicable rate if, as discussed above in connection with the notes, the certificateholder fails to comply with identification procedures, unless the holder is an exempt recipient under applicable provisions of the Internal Revenue Code.

Tax Consequences to Foreign Trust Certificateholders. Interest attributable to receivables which is received by a certificateholder which is a Foreign Person will generally not be subject to United States income tax or withholding tax imposed on those payments, provided that such certificateholder is not engaged in a trade or business in the United States and that such certificateholder fulfills the certification requirements discussed above under “The Notes—Tax Consequences to Foreign Noteholders”.

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Partnership Certificates

Classification of Partnerships and Partnership Certificates. For each series of certificates identified in the applicable prospectus supplement as Partnership Certificates, the depositor and the servicer will agree, and the certificateholders will agree by their purchase of the Partnership Certificates, to treat the Tax Partnership as a partnership for purposes of federal, state and local income and franchise tax purposes, with the partners of the Partnership being the certificateholders and the depositor, in its capacity as recipient of distributions from the reserve account, and any notes being debt of such Tax Partnership. However, the proper characterization of the arrangement involving the Tax Partnership, the Partnership Certificates, the depositor and the servicer is not clear because there is no authority on transactions closely comparable to that contemplated in this prospectus and the applicable prospectus supplement.

If the Tax Partnership were classified as an association taxable as a corporation for federal income tax purposes, the Tax Partnership would be subject to corporate income tax. Any corporate income tax could materially reduce or eliminate cash that would otherwise be distributable on the Partnership Certificates and certificateholders could be liable for any such tax that is unpaid by the Tax Partnership. However, upon the issuance of each series of Partnership Certificates, Special Tax Counsel is of the opinion that, for United States federal income tax purposes, the Tax Partnership will be treated as a partnership and will not be treated as an association taxable as a corporation, and that the Partnership Certificates will be treated as partnership interests in the Tax Partnership.

Even if a Tax Partnership were not classified as an association taxable as a corporation, it would be subject to corporate income tax if it were a publicly traded partnership taxable as a corporation. However, in the opinion of Special Tax Counsel, even if the Tax Partnership were treated as a publicly traded partnership, it would not be taxable as a corporation because it would meet qualifying income tests. Nonetheless, if a Tax Partnership were treated as a publicly traded partnership and the Partnership Certificates were treated as equity interests in such a partnership, some holders could suffer adverse consequences. For example, some holders might be subject to limitations on their ability to deduct their share of the Tax Partnership’s expenses.

Despite Special Tax Counsel’s opinion that a Tax Partnership will be classified as a partnership and not as an association or publicly traded partnership taxable as a corporation, the lack of cases or rulings on similar transactions, as discussed above, permits a variety of alternative characterizations in addition to the position to be taken that the Partnership Certificates presented equity interests in a partnership. For example, because the Partnership Certificates will have some features characteristic of debt, the Partnership Certificates might be considered indebtedness of the Tax Partnership, the depositor or the issuing entity. Except as described above, any such characterization would not result in materially adverse tax consequences to certificateholders as compared to the consequences from treatment of the Partnership Certificates as equity in a partnership, described below.

Partnership Taxation. Assuming the Partnership Certificates represent equity interests in a partnership, a Tax Partnership will not be subject to federal income tax, but each certificateholder will be required to separately take into account such holder’s allocated share of income, gains, losses, deductions and credits of the Tax Partnership. The Tax Partnership’s income will consist primarily of interest and finance charges earned on the receivables, including appropriate adjustments for market discount, OID, and bond premium, and any gain upon collection or disposition of the receivables. The Tax Partnership’s deductions will consist primarily of interest paid or accrued on any notes, servicing and other fees, and losses or deductions upon collection or disposition of the receivables.

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The tax items of a partnership are allocable to the partners in accordance with the Internal Revenue Code, Treasury Regulations and the partnership agreement and, for any series of Partnership Certificates, the trust agreement and related documents. Each trust agreement for a Tax Partnership will provide that the certificateholders will be allocated taxable income of the Tax Partnership for each month equal to their allocable share of the sum of:

	•		the pass through rate on the Partnership Certificates for such month;

	•		an amount equivalent to interest that accrues during that month on amounts previously due on such Partnership Certificates but not yet distributed;

	•		any Tax Partnership income attributable to discount on the receivables that corresponds to any excess of the principal amount of the Partnership Certificates over their initial issue price; and

	•		any prepayment surplus payable to the Partnership Certificates for that month.

In addition, each trust agreement for a Tax Partnership will provide that the certificateholders will be allocated their allocable share for each month of the entire amount of interest expense paid by the Tax Partnership on any notes. If the Tax Partnership issues any Strip Notes or Strip Certificates, it will also provide that the certificateholders will be allocated taxable income of such Tax Partnership for each month in the amounts described in the applicable prospectus supplement. All taxable income of the Tax Partnership remaining after the allocations to the certificateholders will be allocated to the depositor. It is believed that the allocations to certificateholders will be valid under applicable Treasury Regulations, although no assurance can be given that the IRS would not require a greater amount of income to be allocated to certificateholders. Moreover, even under the foregoing method of allocation, certificateholders may be allocated income equal to the entire pass through rate plus the other items described above, and holders of Strip Notes or Strip Certificates may be allocated income equal to the amount described in the applicable prospectus supplement, even though the Tax Partnership might not have sufficient cash to make current cash distributions of such amount. Thus, cash basis holders will in effect be required to report income from the Partnership Certificates on the accrual method. In addition, because tax allocations and tax reporting will be done on a uniform basis for all certificateholders but certificateholders may be purchasing Partnership Certificates at different times and at different prices, certificateholders may be required to report on their tax returns taxable income that is greater or less than the amount reported to them by the Tax Partnership.

Additionally, all of the taxable income allocated to a certificateholder that is a pension, profit sharing or employee benefit plan or other tax-exempt entity, including an individual retirement account, will constitute “unrelated business taxable income” generally taxable to such a holder under the Internal Revenue Code.

An individual taxpayer may generally deduct miscellaneous itemized deductions, which do not include interest expense, only to the extent they exceed two percent of adjusted gross income, and additional limitations may apply. Those limitations would apply to an individual certificateholder’s share of expenses of a Tax Partnership, including fees to the servicer, and might result in the holder being taxed on an amount of income that exceeds the amount of cash actually distributed to such holder over the life of such Tax Partnership.

Each Tax Partnership intends to make all tax calculations relating to income and allocations to certificateholders on an aggregate basis. If the IRS were to require that calculations be made separately

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for each receivable, a Tax Partnership might be required to incur additional expense but it is believed that there would not be a material adverse effect on certificateholders.

Discount and Premium. It is believed that the receivables were not and will not be issued with OID and, therefore, that a Tax Partnership should not have OID income. However, the purchase price paid by the Tax Partnership for the receivables may be greater or less than the remaining outstanding principal balance of the receivables at the time of purchase. If so, the receivables will have been acquired at a premium or market discount, as the case may be. As indicated above, each Tax Partnership will make this calculation on an aggregate basis, but might be required to recompute it on a receivable-by-receivable basis.

Each Tax Partnership will make an election that will result in any market discount on the receivables being included in income currently as such discount accrues over the life of the receivables. As indicated above, a portion of the market discount income will be allocated to certificateholders.

Section 708 Termination. Under Section 708 of the Internal Revenue Code, a Tax Partnership will be deemed to terminate for federal income tax purposes if 50% or more of the capital and profits interests in such Tax Partnership are sold or exchanged within a 12-month period. If a termination occurs, a Tax Partnership will be considered to contribute all of its assets to a new partnership followed by a liquidation of the original Tax Partnership. A Tax Partnership will not comply with the technical requirements that might apply when such a constructive termination occurs. As a result, the Tax Partnership may be subject to tax penalties and may incur additional expenses if it is required to comply with those requirements. Furthermore, a Tax Partnership might not be able to comply due to lack of data.

Disposition of Certificates. Generally, capital gain or loss will be recognized on a sale of Partnership Certificates in an amount equal to the difference between the amount realized and the depositor’s tax basis in the Partnership Certificates sold. A certificateholder’s tax basis in a Partnership Certificate will generally equal his cost increased by his share of the Tax Partnership’s income includible in his income for the current and prior taxable years and decreased by any distributions received on such Partnership Certificate. In addition, both the tax basis in the Partnership Certificates and the amount realized on a sale of a Partnership Certificate would include the holder’s share of any notes and other liabilities of the Tax Partnership. A holder acquiring Partnership Certificates of the same series at different prices may be required to maintain a single aggregate adjusted tax basis in the Partnership Certificates, and, upon a sale or other disposition of some of the Partnership Certificates, allocate a pro rata portion of the aggregate tax basis to the Partnership Certificates sold, rather than maintaining a separate tax basis in each Partnership Certificate for purposes of computing gain or loss on a sale of that Partnership Certificate.

If a certificateholder is required to recognize an aggregate amount of income not including income attributable to disallowed itemized deductions described above over the life of the Partnership Certificates that exceeds the aggregate cash distributions on the Partnership Certificates, that excess will generally give rise to a capital loss upon the retirement of the Partnership Certificates.

Allocations Between Transferors and Transferees. In general, each Tax Partnership’s taxable income and losses will be determined monthly and the tax items for a particular calendar month will be apportioned among the certificateholders in proportion to the principal amount of the Partnership Certificates or a fractional share of the Strip Notes or Strip Certificates owned by them as of the first Record Date following the end of the month. As a result, a holder purchasing Partnership Certificates may be allocated tax items, which will affect its tax liability and tax basis, attributable to periods before its actual purchase.

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The use of a monthly convention may not be permitted by existing regulations. If a monthly convention is not allowed or only applies to transfers of less than all of the partner’s interest, taxable income or losses of Tax Partnership might be reallocated among the certificateholders. The owner trustee or tax matters partner will be authorized to revise a Tax Partnership’s method of allocation between transferors and transferees to conform to a method permitted by future regulations.

Section 754 Election. In the event that a certificateholder sells its Partnership Certificate for greater or less than its adjusted basis therein, the purchasing certificateholder will have a higher or lower basis, as the case may be, in the Partnership Certificates than the selling certificateholder had. The tax basis of the Tax Partnership’s assets will not be adjusted to reflect that higher or lower basis unless the Tax Partnership were to file an election under Section 754 of the Internal Revenue Code. In order to avoid the administrative complexities that would be involved in keeping accurate accounting records, as well as potentially onerous information reporting requirements, a Tax Partnership will not make such an election. As a result, certificateholders might be allocated a greater or lesser amount of Tax Partnership income than would be based on their own purchase price for Partnership Certificates.

Administrative Matters. For each Tax Partnership, the owner trustee or tax matters partner will be required to maintain complete and accurate books of such Tax Partnership. Such books will be maintained for financial reporting and tax purposes on an accrual basis and the fiscal year of each Tax Partnership will be the calendar year. The owner trustee or tax matters partner will file a partnership information return, IRS Form 1065, with the IRS for each taxable year of the Tax Partnership and will report each certificateholder’s allocable share of items of Tax Partnership income and expense to holders and the IRS on Schedule K-1. Any person that holds Partnership Certificates as a nominee at any time during a calendar year is required to furnish the Tax Partnership with a statement containing information on the nominee, the beneficial owners and the Partnership Certificates so held. Each Tax Partnership will provide the Schedule K-1 information to nominees that fail to provide the Tax Partnership with the information referenced in the preceding sentence and such nominees will be required to forward such information to the beneficial owners of the Partnership Certificates. Generally, holders must file tax returns that are consistent with the information return filed by the Tax Partnership or be subject to penalties, unless the holder notifies the IRS of all such inconsistencies.

The depositor, as the tax matters partner for each Tax Partnership, will be responsible for representing the certificateholders in any dispute with the IRS. The Internal Revenue Code provides for administrative examination of a partnership as if the partnership were a separate taxpayer. Generally, the statute of limitations for partnership items does not expire until three years after the date on which the partnership information return is filed or deemed filed. Any adverse determination following an audit of the return of a Tax Partnership by the appropriate taxing authorities could result in an adjustment of the returns of the certificateholders and, under some circumstances, a certificateholder may be precluded from separately litigating a proposed adjustment to the items of the Tax Partnership. An adjustment could result in an audit of a certificateholder’s returns and adjustments of items not related to the income and losses of the Tax Partnership.

Tax Consequences to Foreign Certificateholders. It is not clear whether any Tax Partnership would be considered to be engaged in a trade or business in the United States for purposes of federal withholding taxes with respect to Foreign Persons because there is no clear authority on that issue under facts substantially similar to those described in this prospectus and the applicable prospectus supplement. Although it is not expected that any Tax Partnership would be engaged in a trade or business in the United States for such purposes, each Tax Partnership will withhold as if it were so engaged in order to protect the Tax Partnership from possible adverse consequences of a failure to withhold. It is expected that each Tax Partnership will withhold on the portion of its taxable income that is allocable to foreign certificateholders as if such income were effectively connected to a United States trade or business, at the

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taxpayer’s maximum ordinary income tax rate. In determining a holder’s nonforeign status, a Tax Partnership may generally rely on the holder’s certification of nonforeign status signed under penalty of perjury.

Each Foreign holder might be required to file a United States individual or corporate income tax return and pay tax, including, in the case of a corporation, the branch profits tax, on its share of the Tax Partnership’s income. Each Foreign holder must obtain a taxpayer identification number from the IRS and submit that number to the Tax Partnership on IRS Form W-8BEN in order to assure appropriate crediting of the taxes withheld. A foreign holder generally would be entitled to file with the IRS a claim for refund for taxes withheld by the Tax Partnership, taking the position that no taxes were due because the Tax Partnership was not engaged in a United States trade or business. However, the IRS may assert that the tax liability should be based on gross income, and no assurance can be given as to the appropriate amount of tax liability.

Backup Withholding. Distributions made on any Partnership Certificates and proceeds from the sale of such Partnership Certificates will be subject to backup withholding at the currently applicable rate if, as discussed above in connection with the notes, the certificateholder fails to comply with identification procedures, unless the holder is an exempt recipient under applicable provisions of the Internal Revenue Code.

Tax Non-Entity Certificates

Classification of Tax Non-Entities and Tax Non-Entity Certificates. For each series of certificates or membership interests identified in the applicable prospectus supplement as Tax Non-Entity Certificates and which are entirely owned by the Initial Certificateholder, the Initial Certificateholder and the servicer will agree, pursuant to the “check-the-box” Treasury Regulations, to treat the Tax Non-Entity as a division of the Initial Certificateholder, and hence a disregarded entity, for federal income tax purposes. In other words, for federal income tax purposes, the Initial Certificateholder will be treated as the owner of all the assets of the Tax Non-Entity and the obligor of all the liabilities of the Tax Non-Entity. Under the “check-the-box” Treasury Regulations, unless the Tax Non-Entity is a trust that is treated as a Tax Trust for federal income tax purposes, an unincorporated domestic entity with more than one equity owner is automatically classified as a Tax Partnership for federal income tax purposes. If the trust or limited liability company, as the case may be, is classified as a Tax Non-Entity when all its equity interests are wholly owned by the Initial Certificateholder and if certificates are then sold or issued in any manner which results in there being more than one certificateholder, the trust or limited liability company, as the case may be, will be treated as a Tax Partnership.

If certificates are issued to more than one person, the depositor and the servicer will agree, and the certificateholders will agree by their purchase, to treat the trust or limited liability company, as the case may be, as a Tax Partnership for purposes of federal, state and local income and franchise tax purposes, with the partners of such partnership being the certificateholders, and the notes (if any) being debt of such partnership.

Risks of Alternative Characterization. If a Tax Non-Entity were an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, it would be subject to corporate income tax as discussed above under“—Partnership Certificates—Classification of Partnerships and Partnership Certificates”.

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STATE AND LOCAL TAX CONSEQUENCES

The above discussion does not address the tax treatment of any Tax Trust, Tax Partnership, Tax Non-Entity, notes, certificates, noteholders, certificateholders or membership interest holders under any state or local tax laws. The activities to be undertaken by the servicer in servicing and collecting the receivables will take place throughout the United States and, therefore, many different tax regimes potentially apply to different portions of these transactions. Prospective investors are urged to consult with their tax advisors regarding the state and local tax treatment of any Tax Trust, Tax Partnership or Tax Non-Entity as well as any state and local tax considerations for them of purchasing, holding and disposing of notes, certificates or membership interests.

TAX SHELTER DISCLOSURE AND INVESTOR LIST REQUIREMENTS

Treasury Regulations directed at “potentially abusive” tax shelter activity can apply to transactions not conventionally regarded as tax shelters. These regulations require taxpayers to report certain information on IRS Form 8886 if they participate in a “reportable transaction” and to retain certain information relating to such transactions. Organizers and sellers of the transaction are required to maintain records including investor lists containing identifying information and to furnish those records to the IRS upon demand. A transaction may be a “reportable transaction” based upon any of several indicia, one or more of which may be present with respect to your investment in the securities. You may be required to report your investment in the securities even if your securities are treated as debt for federal income tax purposes. Significant penalties can be imposed for failure to comply with these disclosure and investor list requirements. Prospective investors should consult their tax advisors concerning any possible disclosure obligation with respect to their investment.

You should consult your tax advisor concerning any possible disclosure obligation with respect to your investment in the securities, and should be aware that the transferor and other participants in the transaction intend to comply with such disclosure and investor list requirement as each participant in its own discretion determines apply to them with respect to this transaction.

CERTAIN ERISA CONSIDERATIONS

Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Internal Revenue Code prohibit a pension, profit-sharing or other employee benefit plan, as well as individual retirement accounts, specific types of Keogh Plans, other plans covered by Section 4975 of the Internal Revenue Code and collective investment funds or insurance company general or separate accounts in which these plans and accounts are invested (we refer to each of these as a “benefit plan”) from engaging in specified transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under the Internal Revenue Code with respect to that benefit plan. A violation of these “prohibited transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and the Internal Revenue Code for these persons or the fiduciaries of the benefit plan. In addition, Title I of ERISA also requires fiduciaries of a benefit plan subject to ERISA to make investments that are prudent, diversified and in accordance with the governing plan documents.

Exemptions Available to Debt Instruments

In addition, transactions involving the issuing entity might be deemed to constitute prohibited transactions under ERISA and the Internal Revenue Code with respect to a benefit plan that purchased securities if assets of the issuing entity were deemed to be assets of the benefit plan. Under a regulation issued by the United States Department of Labor (the “plan assets regulation”), the assets of the issuing entity would be treated as plan assets of a benefit plan for the purposes of ERISA and the Internal

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Revenue Code only if the benefit plan acquired an “equity interest” in the issuing entity and none of the exceptions contained in the plan assets regulation applied. An equity interest is defined under the plan assets regulation as an interest other than an instrument that is treated as indebtedness under applicable local law and that has no substantial equity features. It is likely that the certificates will be treated as an equity interest for these purposes. For additional information regarding the equity or debt treatment of notes, see“Certain ERISA Considerations”in the applicable prospectus supplement.

Without regard to whether the notes are treated as an equity interest for these purposes, the acquisition or holding of notes by or on behalf of a benefit plan could be considered to give rise to a prohibited transaction if an Originator, the servicer, the depositor, the issuing entity, an underwriter, the administrator, the owner trustee, the indenture trustee, the swap counterparty, the insurer or any of their respective affiliates is or becomes a party in interest or a disqualified person with respect to that benefit plan. Exemptions from the prohibited transaction rules could apply to the purchase and holding of the notes by a benefit plan depending on the type and circumstances of the plan fiduciary making the decision to acquire the notes. These exemptions include: Prohibited Transaction Class Exemption (“PTCE”) 96-23, regarding transactions effected by “in-house asset managers;” PTCE 95-60 (as amended by PTCE 2002-13), regarding investments by insurance company general accounts; PTCE 91-38 (as amended by PTCE 2002-13), regarding investments by bank collective investment funds; PTCE 90-1, regarding investments by insurance company pooled separate accounts; and PTCE 84-14 (as amended by PTCE 2002-13), regarding transactions effected by “qualified professional asset managers.” In addition to the class exemptions listed above, the Pension Protection Act of 2006 provides a statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code for prohibited transactions between a benefit plan and a person or entity that is a party in interest to such benefit plan solely by reason of providing services to the benefit plan (other than a party in interest that is a fiduciary, or its affiliate, that has or exercises discretionary authority or control or renders investment advice with respect to the assets of the benefit plan involved in the transaction), provided that there is adequate consideration for the transaction. Even if the conditions specified in one or more of these exemptions are met, the scope of the relief provided by these exemptions might or might not cover all acts which might be construed as prohibited transactions. There can be no assurance that any of these, or any other exemption, will be available with respect to any particular transaction involving the notes and prospective purchasers that are benefit plans should consult with their advisors regarding the applicability of any such exemption.

Governmental plans (as defined in Section 3(32) of ERISA) are not subject to Title I of ERISA, and are also not subject to the prohibited transaction provisions under Section 4975 of the Internal Revenue Code. However, state or local laws or regulations governing the investment and management of the assets of such plans may contain fiduciary and prohibited transaction requirements similar to those under ERISA and the Internal Revenue Code discussed above and may include other limitations on permissible investments. Accordingly, fiduciaries of governmental plans, in consultation with their advisors, should consider the requirements of their respective pension codes with respect to investments in the notes, as well as general fiduciary considerations.

We suggest that a fiduciary considering the purchase of securities on behalf of a benefit plan consult with its ERISA advisors and refer to the applicable prospectus supplement regarding whether the assets of the issuing entity would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and other issues and their potential consequences.

Underwriter Exemption

The notes and certificates may be eligible for relief from specified prohibited transaction and conflict of interest rules of ERISA in reliance on administrative exemptions granted by the United States

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Department of Labor to specified underwriters. The underwriter’s exemption provides relief from specified prohibited transaction and conflict-of-interest rules of ERISA with respect to the initial purchase, holding and subsequent resale by benefit plans of pass-through securities or securities denominated as debt instruments that represent interests in an investment pool for which the underwriter is the sole underwriter or the co-manager of an underwriting syndicate and that consist of specified secured receivables, loans and other obligations that meet the conditions and requirements of the underwriter’s exemption. The receivables covered by the underwriter’s exemption include motor vehicle retail installment sale contracts and/or installment loans securing the notes and certificates offered by this prospectus.

The underwriter’s exemption will apply only if specific conditions are met. Among the conditions that must be satisfied for the underwriter’s exemption to apply to the acquisition of the notes or certificates by a benefit plan are the following:

(1) The acquisition of notes or certificates by a benefit plan is on terms, including the price, that are at least as favorable to the benefit plan as they would be in an arm’s-length transaction with an unrelated party.

(2) The notes or certificates acquired by the benefit plan have received a rating at the time of such acquisition that is in one of the four highest generic rating categories from Standard & Poor’s, Moody’s, Fitch, DBRS Limited and DBRS, Inc.

(3) The sum of all payments made to the underwriter in connection with the distribution of the notes or certificates represents not more than reasonable compensation for underwriting the notes or certificates. The sum of all payments made to and retained by the depositor pursuant to the sale of the receivables to the issuing entity represents not more than the fair market value of the receivables. The sum of all payments made to and retained by the servicer represents not more than reasonable compensation for the servicer’s services as servicer under the related agreements and reimbursement of the servicer’s reasonable expenses in connection with these services.

(4) The owner trustee is a substantial financial institution and is not an affiliate, as defined in the exemption, of any other member of the “restricted group,” other than the underwriter. The restricted group consists of the underwriter, the indenture trustee, the depositor, the owner trustee, the servicer, any subservicer, any insurer, any swap counterparty, any obligor with respect to motor vehicle receivables constituting more than 5% of the aggregate unamortized outstanding principal balance of the assets of the issuing entity as of the date of initial issuance of the notes or certificates and any affiliate of these parties.

(5) The benefit plan investing in the notes or certificates is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D of the SEC under the Securities Act.

(6) The issuing entity satisfies the following requirements:

(a) the corpus of the issuing entity consists solely of assets of the type which have been included in other investment pools;

(b) securities in these other investment pools have been rated in one of the four highest generic rating categories of one of the rating agencies specified above for at least one year prior to the benefit plan’s acquisition of the notes or certificates; and

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(c) securities evidencing interests in these other investment pools have been purchased by investors other than benefit plans for at least one year prior to any benefit plan’s acquisition of the notes or certificates.

(7) The legal document establishing the issuing entity contains restrictions necessary to ensure that the assets of the issuing entity may not be reached by creditors of the depositor in the event of its bankruptcy or insolvency, the receivables sale and servicing agreements prohibit all parties from filing an involuntary bankruptcy or insolvency petition against the issuing entity and a true sale opinion is issued in connection with the transfer of assets to the issuing entity.

(8) The acquisition of additional receivables, during the pre-funding period must satisfy the following requirements:

(a) all additional receivables must meet the same terms and conditions for determining eligibility as the initial receivables;

(b) the additional receivables do not result in a lower credit rating;

(c) the characteristics of the additional receivables are substantially similar to those of the motor vehicle receivables described in this prospectus and the applicable prospectus supplement, and the acquisition of the additional receivables must be monitored by an independent accountant or a credit support provider or other insurance provider independent of the depositor;

(d) the prefunded amount must not exceed 25% of the original aggregate certificate balance of the offered certificates; and

(e) the pre-funding period must end the earlier of:

	(x)		three months or ninety days after the Closing Date for that transaction;

	(y)		the date on which an event of default occurs; or

	(z)		the date the amount in the pre-funding account is less than the minimum dollar amount specified in the indenture, if any, or other agreement(s) among the depositor, a servicer and trustee.

(9) The underwriter’s exemption permits interest-rate swap contract to be assets of an issuing entity if certain conditions are satisfied. An interest-rate swap (a “swap” or “swap agreement”) is a permitted issuing entity asset if it:

(a)

is an “eligible swap”. An “eligible swap” is one which:

	(1)		is denominated in U.S. dollars;

	(2)		pursuant to which the issuing entity pays or receives, on or immediately prior to the respective payment or distribution date for the class of certificates to which the swap relates, a fixed rate of interest or a floating rate of interest based on a publicly available index (e.g., LIBOR or the U.S. Federal Reserve’s Cost of Funds Index (COFI)), with the issuing

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			entity receiving such payments on at least a quarterly basis and obligated to make separate payments no more frequently than the counterparty, with all simultaneous payments being netted;

	(3)		has a notional amount that does not exceed either: (i) the principal balance of the class of certificates to which the swap relates, or (ii) the portion of the principal balance of such class represented by obligations;

	(4)		is not leveraged (i.e., payments are based on the applicable notional amount, the day count fractions, the fixed or floating rates permitted above, and the difference between the products thereof, calculated on a one-to-one ratio and not on a multiplier of such difference);

	(5)		has a final termination date that is either the earlier of the date on which the issuing entity terminates or the related class of certificates are fully repaid; and

	(6)		does not incorporate any provision which could cause a unilateral alteration in the interest rate requirements described above or the prohibition against leveraging;

	(b)		is with an “eligible counterparty”. An “eligible counterparty” means a bank or other financial institution which has a rating at the date of issuance of the certificates, which is in one of the three highest long-term credit rating categories or one of the two highest short-term credit rating categories, utilized by at least one of the rating agencies rating the certificates; provided that, if a counterparty is relying on its short-term rating to establish eligibility hereunder, such counterparty must either have a long-term rating in one of the three highest long-term rating categories or not have a long-term rating from the applicable rating agency;

	(c)		is purchased by a “qualified plan investor”. A “qualified plan investor” is an employee benefit plan or plans where the decision to buy such class of certificates is made on behalf of the employee benefit plan by an independent fiduciary qualified to understand the swap transaction and the effect the swap would have on the rating of the certificates and such fiduciary is either

	(1)		a “qualified professional asset manager” (“QPAM”) under Prohibited Transaction Class Exemption (“PTCE”) 84-14 (a QPAM generally would include for these purposes insurance companies, savings and loan associations, banks and registered investment advisers registered under the Investment Advisers Act of 1940, each meeting certain minimum capitalization requirements); or

	(2)		an “in-house asset manager” under PTCE 96-23 (see below); or

	(3)		has total assets (both employee benefit plan and non-employee benefit plan) under management of at least $100 million at the time the certificates are acquired by the employee benefit plan;

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(d)

if a “rating dependent swap” (where the rating of a class of certificates is dependent on the terms and conditions of the swap), the swap agreement must provide that if the credit rating of the counterparty is withdrawn or reduced by any rating agency below a level specified by the rating agency, the servicer must, within the period specified under the pooling and servicing agreement:

	(1)		obtain a replacement swap agreement with an eligible counterparty which is acceptable to the rating agency and the terms of which are substantially the same as the current swap agreement (at which time the earlier swap agreement must terminate); or

	(2)		cause the swap counterparty to establish any collateralization or other arrangement satisfactory to the rating agency such that the then current rating by the rating agency of the particular class of certificates will not be withdrawn or reduced (and the terms of the swap agreement must specifically obligate the counterparty to perform these duties for any class of certificates with a term of more than one year).

In the event that the servicer fails to meet these obligations, employee benefit plan certificateholders must be notified in the immediately following periodic report which is provided to certificateholders but in no event later than the end of the second month beginning after the date of such failure. Sixty days after the receipt of such report, the exemptive relief provided under the underwriter’s exemption will prospectively cease to be applicable to any class of certificates held by a employee benefit plan which involves such ratings dependent swap;

(e)

if a “non-ratings dependent swap” (those where the rating of the certificates does not depend on the terms and conditions of the swap) the swap agreement must provide that if the credit rating of the counterparty is withdrawn or reduced below the lowest level permitted above, the servicer will, within a specified period after such rating withdrawal or reduction:

	(1)		obtain a replacement swap agreement with an eligible counterparty, the terms of which are substantially the same as the current swap agreement (at which time the earlier swap agreement must terminate);

	(2)		cause the counterparty to post collateral with the issuing entity in an amount equal to all payments owed by the counterparty if the swap transaction were terminated; or

	(3)		terminate the swap agreement in accordance with its terms; and

(f)

permits the issuing entity to make termination payments to the swap counterparty (other than currently scheduled payments) solely from excess spread or amounts otherwise payable to the servicer or depositor.

Some transactions are not covered by the underwriter’s exemption or any other exemption. The underwriter’s exemption does not exempt the acquisition and holding of securities by benefit plans sponsored by the depositor, the underwriters, the owner trustee, the administrator, the indenture trustee, the servicer, the insurer, the swap counterparty or any “obligor” (as defined in the underwriter’s exemption) with respect to receivables included in the issuing entity constituting more than 5% of the

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aggregate unamortized outstanding principal balance of the assets in the restricted group, or any affiliates of these parties. Moreover, the exemptive relief from the self-dealing/ conflict-of-interest prohibited transaction rules of ERISA is available for other benefit plans only if, among other requirements:

	•		a benefit plan’s investment in the notes or certificates does not exceed 25% of all of the notes or certificates outstanding at the time of the acquisition;

	•		immediately after the acquisition, no more than 25% of the assets of a benefit plan with respect to which the person who has discretionary authority to render investment advice are invested in securities representing an interest in an issuing entity containing assets sold or serviced by the same entity; and

	•		in the case of the acquisition of notes or certificates in connection with their initial issuance, at least 50% of such securities are acquired by persons independent of the restricted group and at least 50% of the aggregate interest in the issuing entity is acquired by persons independent of the restricted group.

The underwriter’s exemption will also apply to transactions in connection with the servicing, management and operation of the issuing entity, provided that, in addition to the general requirements described above, (a) these transactions are carried out in accordance with the terms of a binding pooling and servicing agreement and (b) the pooling and servicing agreement is provided to, or described in all material respects in the prospectus provided to, investing benefit plans before the plans purchase the notes or certificates issued by the issuing entity. All transactions relating to the servicing, management and operations of the issuing entity will be carried out in accordance with the administration agreement, indenture and receivables sale and servicing agreements, which will be described in all material respects in this prospectus and the applicable prospectus supplement.

Each purchaser that is purchasing the notes or certificates in reliance on the underwriter’s exemption will be deemed to represent that it qualifies as an “accredited investor” as defined in Rule 501(a)(1) of Regulation D of the Securities Act. In addition, each prospective purchaser of notes or certificates in reliance on the underwriter’s exemption should consider the possibility that the rating of a note or certificate may change during the period that note or certificate is held. If the rating were to decline below BBB— (or the equivalent rating), the note or certificate could no longer be transferred to a plan in reliance on the exemption, other than to an insurance company general account that meets the requirements of Section I and III of PTCE 95-60. If the ratings decline below one of the four highest generic rating categories from Standard & Poor’s, Moody’s, Fitch, DBRS Limited and DBRS, Inc., each transferee will be deemed to represent that either (a) it is not purchasing the notes or certificates with plan assets of a benefit plan, or (b) it is an insurance company using the assets of its general account (within the meaning of PTCE 95-60) to purchase the notes or certificates and that it is eligible for and satisfies all of the requirements of Sections I and III of PTCE 95-60.

For more information, including whether an underwriter’s exemption is likely to provide relief for a particular class of notes or certificates, see “Certain ERISA Considerations” in the applicable prospectus supplement. If you are a benefit plan fiduciary considering the purchase of the notes or certificates, you should consult with your counsel with respect to whether the issuing entity will be deemed to hold plan assets and the applicability of the underwriter’s exemption or another exemption from the prohibited transaction rules and determine on your own whether all conditions have been satisfied and whether the notes or certificates are an appropriate investment for a benefit plan under ERISA and the Internal Revenue Code.

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PLAN OF DISTRIBUTION

The depositor may offer and sell the securities of a series in one or more of the following ways: (1) directly to one or more purchasers; (2) through agents; or (3) through underwriters. Subject to the terms and conditions set forth in one or more underwriting agreements with respect to the securities of a series that are offered and sold through underwriters, the depositor will agree to sell or cause the related issuing entity to sell to the underwriter(s) named in the applicable prospectus supplement, and each of the underwriters will severally agree to purchase, the principal amount of each class of securities, as the case may be, of the related series set forth in the related underwriting agreement and in the applicable prospectus supplement. One or more classes of a series may not be subject to an underwriting agreement. Any of these classes will be retained by the depositor or will be sold in private placement.

If market conditions permit, the depositor may decide to increase the amount of securities being offered and the size of the related pool of motor vehicles loans in a particular transaction subsequent to the delivery of the preliminary prospectus. If the pool balance of the portfolio of motor vehicle loans, the amount of each class of securities and the credit enhancement related thereto are proportionally increased, and if there are no material changes to the composition of the portfolio of motor vehicle loans on a percentage basis, then it is expected that no additional disclosure would be provided prior to the time the securities are sold.

Any underwriter or agent participating in the distribution of securities, including notes offered by this prospectus, is, and any agent participating in the distribution of securities, including notes offered by this prospectus, may be deemed to be, an underwriter of those securities under the Securities Act and any discounts or commissions received by it and any profit realized by it on the sale or resale of the securities may be deemed to be underwriting discounts and commissions.

Subject to the terms and conditions set forth in one or more underwriting agreements with respect to the securities of a series, the depositor will agree to sell or cause the issuing entity to sell to one or more underwriters named in the applicable prospectus supplement, and each of the underwriters will severally agree to purchase, the principal amount of each class of securities, as the case may be, of the related series set forth in the related underwriting agreement and in the applicable prospectus supplement. One or more classes of a series may not be subject to an underwriting agreement. Any of these classes will be retained by the depositor or will be sold in private placement.

In the underwriting agreement with respect to any given series of securities, the applicable underwriter(s) will agree, subject to the terms and conditions set forth in the underwriting agreement, to purchase all the securities offered by the applicable prospectus supplement if any of those securities are purchased. In the event of a default by any underwriter, each underwriting agreement will provide that, in certain circumstances, purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

Each applicable prospectus supplement will either:

	•		set forth the price at which each class of securities being offered thereby initially will be offered to the public and any concessions that may be offered to dealers participating in the offering of the securities; or

	•		specify that the related securities are to be resold by the underwriter(s) in negotiated transactions at varying prices to be determined at the time of sale. After the initial public offering of any securities, the public offering prices and concessions may be changed.

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Each underwriting agreement will provide that the applicable Originator and/or the depositor, as specified, will indemnify the related underwriters against specified civil liabilities, including liabilities under the Securities Act or contribute to payments the several underwriters may be required to make in respect thereof. Each issuing entity may invest funds in its Issuing Entity Accounts in Permitted Investments acquired from the underwriters or from the applicable Originator, the depositor or any of their affiliates.

Underwriters may engage in over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids with respect to the securities in accordance with Regulation M under the Exchange Act. Over-allotment transactions involve syndicate sales in excess of the offering size, which creates a syndicate short position. The underwriters do not have an “overallotment” option to purchase additional securities in the offering, so syndicate sales in excess of the offering size will result in a naked short position. The underwriters must close out any naked short position through syndicate covering transactions in which the underwriters purchase securities in the open market to cover the syndicate short position. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the securities in the open market after pricing that would adversely affect investors who purchase in the offering. Stabilizing transactions permit bids to purchase the security so long as the stabilizing bids do not exceed a specified maximum. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction. These over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids may cause the prices of the securities to be higher than they would otherwise be in the absence of these transactions. Neither the depositor nor any of the underwriters will represent that they will engage in any of these transactions or that these transactions, once commenced, will not be discontinued without notice.

Pursuant to each underwriting agreement with respect to a given series of securities, the closing of the sale of any class of securities subject to the underwriting agreement will be conditioned on the closing of the sale of all other classes of securities of that series.

FORWARD-LOOKING STATEMENTS

This prospectus, including information included or incorporated by reference in this prospectus, may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, certain statements made in future SEC filings by the applicable Originator, the issuing entity or the depositor, in press releases and in oral and written statements made by or with the applicable Originator’s, the issuing entity’s or the depositor’s approval may constitute forward-looking statements. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements include information relating to, among other things, continued and increased business competition, an increase in delinquencies (including increases due to worsening of economic conditions), changes in demographics, changes in local, regional or national business, economic, political and social conditions, regulatory and accounting initiatives, changes in customer preferences, and costs of integrating new businesses and technologies, many of which are beyond the control of the applicable Originator, VW Credit, the issuing entity or the depositor. Forward-looking statements also include statements using words such as “expect,” “anticipate,” “hope,” “intend,” “plan,” “believe,” “estimate” or similar expressions. The applicable Originator, the issuing entity and the depositor have based these forward-looking statements on their current plans, estimates and projections, and you should not unduly rely on them.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions, including the risks discussed below. Future performance and actual results may differ materially from those expressed in these forward-looking statements. Many of the factors that

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will determine these results and values are beyond the ability of the applicable Originator, VW Credit, the issuing entity or the depositor to control or predict. The forward-looking statements made in this prospectus speak only as of the date stated on the cover of this prospectus. The applicable Originator, the issuing entity and the depositor undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

RATINGS OF THE SECURITIES

Each class of securities specified as being offered by the applicable prospectus supplement will be initially:

	•		rated by at least one nationally recognized statistical rating agency or organization that initially rates the series at the request of the depositor; and

	•		identified in the applicable prospectus supplement as being in one of the four highest generic rating categories, which are referred to as “investment grade,” of the rating agencies identified in the applicable prospectus supplement as rating the offered securities.

The security ratings of the offered securities should be evaluated independently from similar ratings on other types of securities. A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating agencies that are rating the offered securities. The rating does not address the expected schedule of principal repayments on a class of securities other than to say that principal will be returned no later than the final maturity date for that class of securities. Ratings on the offered securities will be monitored by the rating agencies that are rating the offered securities while the offered securities are outstanding. There is no assurance that the ratings initially assigned to any offered securities will not be lowered or withdrawn by the rating agency rating the offered securities. In the event the rating initially assigned to any securities is subsequently lowered for any reason, no person or entity will be obligated to provide any credit enhancement unless such person or entity and the form of credit enhancement to be provided is identified in the applicable prospectus supplement. An issuing entity may also issue non-investment grade or unrated securities that are not offered under this prospectus and applicable prospectus supplement. A rating is based on each rating agency’s independent evaluation of the receivables and the availability of any credit enhancement for the notes. A rating, or a change or withdrawal of a rating, by one rating agency will not necessarily correspond to a rating, or a change or a withdrawal of a rating, from any other rating agency.

REPORTS TO SECURITYHOLDERS

Unless and until securities in definitive registered form are issued, monthly and annual reports containing information concerning the issuing entity and prepared by the servicer will be sent on behalf of the issuing entity to Cede & Co., as nominee of DTC and the registered holder of the related global securities, pursuant to the related sale and servicing agreement or other applicable transaction document. These reports will not constitute financial statements prepared in accordance with generally accepted accounting principles. The servicer does not intend to send any financial reports of the Originators to securityholders. The servicer will file with the SEC all required annual, monthly and special SEC reports and other information about the issuing entity.

WHERE YOU CAN FIND MORE INFORMATION

Volkswagen Auto Lease/Loan Underwritten Funding, LLC, as depositor, has filed a registration statement under its former name, Volkswagen Auto Lease Underwritten Funding, LLC, with the SEC

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relating to the securities. This prospectus and the applicable prospectus supplement for each series are parts of our registration statement. This prospectus does not contain, and the applicable prospectus supplement will not contain, all of the information in our registration statement. For further information, please see our registration statement and the accompanying exhibits which we have filed with the SEC. This prospectus and any applicable prospectus supplement may summarize contracts and/or other documents. For further information, please see the copy of the contract or other document filed as an exhibit to the registration statement. Annual reports on Form 10-K, distribution reports on Form 10-D, current reports on Form 8-K and amendments to those reports will be prepared, signed and filed with the SEC by the depositor or the servicer on behalf of each issuing entity. You can obtain copies of the registration statement from the SEC upon payment of the prescribed charges, or you can examine the registration statement free of charge at the SEC’s offices. Reports and other information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F. Street, NE, Washington, D.C., 20549. Copies of the material can be obtained from the Public Reference Section of the SEC at 100 F. Street, NE, Washington D.C., 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Section by calling 1-800-732-0330. The SEC also maintains a site on the World Wide Web at http//www.sec.gov at which users can view and download copies of reports, proxy and information statements and other information filed electronically through the EDGAR system.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the most recently printed information rather than contradictory information included in this prospectus or the applicable prospectus supplement. Information that will be incorporated by reference with respect to a series will be filed under the name of the issuing entity of that series.

As a recipient of this prospectus, you may request a copy of any document we incorporate by reference, except exhibits to the documents (unless the exhibits are specifically incorporated by reference), at no cost, by writing us at Volkswagen Auto Lease/Loan Underwritten Funding, LLC, 2200 Ferdinand Porsche Drive, Herndon, Virginia 20171 or calling us at (703) 364-7000.

LEGAL MATTERS

Relevant legal matters relating to the issuance of the securities of any series will be passed upon for the depositor by Mayer Brown LLP, Chicago, Illinois.

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GLOSSARY

“Closing Date” means, with respect to any series of securities, the date of initial issuance of that series of securities.

“collection period” means a fiscal month of the servicer immediately preceding the month in which the related payment date occurs or a calendar month, as specified in the applicable prospectus supplement; however, the initial collection period will begin and end on the dates specified in the applicable prospectus supplement.

“Controlling Class” means, with respect to any issuing entity, the class or classes of notes and/or certificates designated as the initial “controlling class” in the applicable prospectus supplement so long as they are outstanding, and thereafter each other class or classes of notes and/or certificates in the order of priority designated in the applicable prospectus supplement.

“defaulted receivable” has the meaning set forth in the applicable prospectus supplement.

“Financial Institution” means any securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business.

“Fitch” means Fitch, Inc.

“Foreign Person” means any person other than (i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States or any state or the District of Columbia, (iii) an estate the income of which is includable in gross income for United States federal income tax purposes, regardless of its source, or (iv) a trust, if a United States court is able to exercise primary supervision over the administration of such trust and one (1) or more U.S. Persons has the authority to control all substantial decisions of the trust or if it has made a valid election under U.S. Treasury regulations to be treated as a domestic trust.

“Issuing Entity Accounts” means the collection account and any other accounts to be established with respect to an issuing entity, including any principal distribution account, certificate distribution account, pre-funding account, reserve account, spread account or yield supplement account, which accounts will be described in the applicable prospectus supplement.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Pool Balance” means, as of any date, with respect to any issuing entity, the aggregate outstanding principal balance of the related receivables (other than defaulted receivables) as of that date.

“Note Factor” means, with respect to any class of securities issued by an issuing entity, a six-digit decimal which the servicer may compute each month indicating the outstanding note balance of that class of securities at the end of the month as a fraction of the original outstanding balance of that class of securities.

“Originators” means VW Credit or any of its affiliates that originate or acquire motor vehicle retail installment sale contracts and/or installment loans transferred to the depositor, as specified in the applicable prospectus supplement.

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“Partnership Certificates” means certificates or membership interests, including Strip Certificates, and Strip Notes issued by a Tax Partnership. Reference to a holder of these certificates means to the beneficial owner thereof.

“Payment Date” means, with respect to any series of securities, the day on which a principal or interest payment is to be made on those securities (or if that day is not a business day on the next succeeding business day).

“Permitted Investments” has the meaning set forth in the applicable prospectus supplement.

“Pool Factor” means, with respect to any issuing entity, a six-digit decimal which the servicer may compute each month indicating the Net Pool Balance at the end of the month as a fraction of the original Net Pool Balance plus the aggregate outstanding principal balance of any subsequent receivables added to the issuing entity as of the applicable subsequent cutoff date.

“Prepayment Assumption” means the method used to assume the anticipated rate of prepayments in pricing a debt instrument.

“Record Date” means, with respect to any payment date or redemption date, (i) for any definitive securities, the close of business on the last business day of the calendar month immediately preceding the calendar month in which such payment date or redemption date occurs, (ii) for any book-entry securities, the close of business on the business day immediately preceding such payment date or redemption date, or (iii) any other day specified in the applicable prospectus supplement.

“Regulation” means the United States Department of Labor regulation (29 C.F.R. Section 2510.3-101) concerning the definition of what constitutes the assets of an employee benefit plan or an individual retirement account subject to the Employee Retirement Income Security Act of 1974, as amended.

“Scheduled Interest Method” means the method of calculating interest due on a motor vehicle retail installment sale contract and/or installment loan without regard to the period of time which has elapsed since the preceding payment was made, using the Scheduled Interest Method or the method known as the Rule of 78s or sum-of-the-digits method.

“SEC” means the Securities and Exchange Commission.

“Short-Term Note” means any note that has a fixed maturity date of not more than one year from the issue date of that note.

“Simple Interest Method” means the method of calculating interest due on a motor vehicle retail installment sale contract and/or installment loan on a daily basis based on the actual outstanding principal balance of the receivable on that date.

“Simple Interest Receivables” means receivables pursuant to which the payments due from the obligors during any month are allocated between interest, principal and other charges based on the actual date on which a payment is received and for which interest is calculated using the Simple Interest Method. For these receivables, the obligor’s payment is first applied to interest accrued as of the actual due date and then the remaining payment is applied to the unpaid outstanding principal balance and then to other charges. Accordingly, if an obligor pays the fixed monthly installment in advance of the due date, the portion of the payment allocable to interest for that period since the preceding payment will be less than it would be if the payment were made on the due date, and the portion of the payment allocable to

73

reduce the outstanding principal balance will be correspondingly greater. Conversely, if an obligor pays the fixed monthly installment after its due date, the portion of the payment allocable to interest for the period since the preceding payment will be greater than it would be if the payment were made on the due date, and the portion of the payment allocable to reduce the outstanding principal balance will be correspondingly smaller. When necessary, an adjustment is made at the maturity of the receivable to the scheduled final payment to reflect the larger or smaller, as the case may be, allocations of payments to interest or principal under the receivable as a result of early or late payments, as the case may be. Late payments, or early payments, on a Simple Interest Receivable may result in the obligor making a greater—or smaller— number of payments than originally scheduled. The amount of additional payments required to pay the outstanding principal balance in full generally will not exceed the amount of an originally scheduled payment. If an obligor elects to prepay a Simple Interest Receivable in full, the obligor will not receive a rebate attributable to unearned finance charges. Instead, the obligor is required to pay finance charges only to, but not including, the date of prepayment. The amount of finance charges on a Simple Interest Receivable that would have accrued from and after the date of prepayment if all monthly payments had been made as scheduled will generally be greater than the rebate on a Scheduled Interest Receivable that provides for a Rule of 78s rebate, and will generally be equal to the rebate on a Scheduled Interest Receivable that provides for a simple interest rebate, as is described in the following paragraph.

“Special Tax Counsel” means Mayer Brown LLP, as special tax counsel to the depositor.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“Strip Certificates” means any class of certificates entitled to principal distributions with disproportionate, nominal or no interest distributions, or interest distributions with disproportionate, nominal or no principal distributions.

“Strip Notes” means any class of notes entitled to principal distributions with disproportionate, nominal or no interest distributions, or interest distributions with disproportionate, nominal or no principal distributions.

“Tax Non-Entity” means a trust or limited liability company in which all of the certificates or membership interests in that trust or limited liability company are owned by the depositor, and the depositor and the servicer agree to treat the trust or limited liability company as a division of the depositor and hence disregarded as a separate entity for purposes of federal, state and local income and franchise taxes.

“Tax Non-Entity Certificates” means certificates or membership interests issued by a Tax Non-Entity. References to a holder of these certificates means to the beneficial owner thereof.

“Tax Partnership” means a trust or limited liability company in which the depositor, the servicer and the applicable holders agree to treat certificates or membership interests, including Strip Certificates, and Strip Notes as equity interests in a partnership for purposes of federal, state and local income and franchise taxes.

“Tax Trust” means a trust in which the depositor, the servicer and the applicable certificateholders agree to treat the certificates of the trust as equity interests in a grantor trust for purposes of federal, state and local income and franchise taxes.

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“Trust Certificates” means certificates issued by a Tax Trust. References to a holder of these certificates are intended to be references to the beneficial owner of the Trust Certificates.

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INDEX OF PRINCIPAL TERMS


administration agreement			27
amortization period			23
Bankruptcy Code			43
benefit plan			60
Clearstream			24
Closing Date			71
Code			47
collection period			71
contribution agreement			27
Controlling Class			71
defaulted receivable			71
depositor			11
disqualified persons			60
DTC			20
ERISA			60
Euroclear			24
event of default			36
Exchange Act			18
FDIA			45
FDIC			44
Financial Institution			71
FIRREA			45
Fitch			71
Foreign Person			71
FTC Rule			43
HDC Rule			43
Initial Certificateholder			48
Internal Revenue Code			36
IRS			47
Issuing Entity Accounts			71
issuing entity property			11
Moody’s			71
Net Pool Balance			71
Note Factor			71
OID			49
Originators			71
parties in interest			60
Partnership Certificates			48, 72


Payment Date			72
Permitted Investments			72
plan assets regulation			60
Pool Factor			72
Prepayment Assumption			72
prohibited transaction			60
PTCE			61
purchase agreement			26
receivables pool			14
Record Date			72
Regulation			72
Relief Act			42
restricted group			62
revolving period			23
sale and servicing agreement			27
sale and servicing agreements			27
Scheduled Interest Method			72
SEC			72
Securities Act			30
servicing agreement			27
Short-Term Note			72
Simple Interest Method			72
Simple Interest Receivables			72
Special Tax Counsel			73
Standard & Poor’s			73
Strip Certificates			73
Strip Notes			73
stripped bonds			53
Tax Non-Entity			48, 73
Tax Non-Entity Certificates			48, 73
Tax Partnership			48, 73
Tax Trust			48, 73
transfer agreement			26
transfer agreements			26
Trust Certificates			74
Volkswagen AG			15
Volkswagen Group of America			14
VW Credit			11

PROSPECTUS

Auto Lease Asset Backed Securities

Volkswagen Auto Lease Trusts
Issuing Entities

Volkswagen Auto Lease/Loan Underwritten Funding, LLC
Depositor

VW Credit, Inc.
Sponsor and Servicer

You should consider carefully the risk factors beginning on page 1 of this prospectus and the risk factors in the applicable prospectus supplement.

The notes and the certificates will represent obligations of, or interests in, the related issuing entity only and are not interests in or obligations of Volkswagen Auto Lease/Loan Underwritten Funding, LLC, VW Credit, Inc., VW Credit Leasing, Ltd. or any of their respective affiliates. Neither the securities nor the underlying auto leases and leased vehicles are insured or guaranteed by any governmental entity.

This prospectus may be used to offer and sell securities only if accompanied by an applicable prospectus supplement for the related issuing entity.

The Issuing Entities:

The issuing entities may periodically issue asset-backed notes and/or certificates in one or more series with one or more classes, and each issuing entity will own:

	•		a certificate evidencing a 100% beneficial interest in a pool of closed-end vehicle leases and the related leased vehicles, including the lease payments and the right to payment received from the sale or other disposition of the leased vehicles;

	•		funds in the accounts of the issuing entity (including investment earnings, net of losses and investment expenses, on amounts on deposit therein); and

	•		any credit enhancement issued in favor of the issuing entity.

The Securities:

	•		will represent indebtedness of the issuing entity that issued those securities, in the case of the notes, or beneficial interests in the issuing entity that issued those securities, in the case of the certificates;

	•		will be paid only from the assets of the issuing entity that issued those securities;

	•		will represent the right to payments in the amounts and at the times described in the accompanying applicable prospectus supplement;

	•		may benefit from one or more forms of credit enhancement; and

	•		will be issued as part of a designated series, which may include one or more classes of notes and/or one or more classes of certificates.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [ ].

OVERVIEW OF THE INFORMATION IN THIS
PROSPECTUS AND THE APPLICABLE PROSPECTUS SUPPLEMENT

We provide information about your securities in two separate documents: (a) this prospectus, which provides general information, some of which may not apply to a particular series of notes or certificates, including your series; and (b) the applicable prospectus supplement, which describes the specific terms of your series, including information about:

	•		the type of securities offered;

	•		certain risks relating to an investment in the securities;

	•		the timing and amount of interest payments on and principal payments of the securities;

	•		the leases and related leased vehicles underlying your securities;

	•		the credit enhancement for each class of securities;

	•		the credit ratings for each class of securities; and

	•		the method of selling the securities.

Whenever information in the applicable prospectus supplement is more specific or different than the information in this prospectus, you should rely on the information in the applicable prospectus supplement.

You should rely only on the information provided in this prospectus and the applicable prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering the securities in any jurisdiction where the offer is not permitted.

We include cross-references in this prospectus and in the applicable prospectus supplement to captions in these materials where you can find further related discussions. The tables of contents in this prospectus and in the applicable prospectus supplement provide the pages on which these captions are located.

To understand the structure of, and risks related to, these securities, you must read carefully this prospectus and the applicable prospectus supplement in their entirety.

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TABLE OF CONTENTS


	Page

RISK FACTORS		1
THE ISSUING ENTITIES		12
THE ORIGINATION TRUST		14
The UTI Trustee and the Administrative Trustee		15
The Delaware Trustee		15
Property of the Origination Trust		15
Lease Origination and the Titling of Vehicles		15
THE TRANSACTION SUBI		16
ORIGINATION AND SERVICING PROCEDURES		16
General		17
Underwriting Procedures		17
Determination of Residual Values		18
Remarketing Program		19
Lease Vehicle Maintenance		19
Methods of Vehicle Disposal		20
Collection and Repossession Procedures		20
Extensions and Pull-Aheads		21
Delinquency, Repossession and Loss Data		21
THE LEASES		22
General		22
Early Termination		22
Representations, Warranties and Covenants		23
Insurance		24
PRE-FUNDING ARRANGEMENT		24
MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS		25
NOTE FACTORS, CERTIFICATE FACTORS AND TRADING INFORMATION		26
USE OF PROCEEDS		27
THE SELLER AND DEPOSITOR		27
THE SECURITIES		27
The Notes		27
The Certificates		28
Ratings of the Securities		29
Revolving Period and Amortization Period		29
Series of Securities		30
Book-Entry Registration		30
Definitive Securities		31
Access to Securityholder Lists		31
Statements to Securityholders		32
Restrictions on Ownership and Transfer		33
THE TRANSACTION DOCUMENTS		33
Transfer and Assignment of the Transaction SUBI Certificate		33
The Servicing Agreement		34
Custody of Lease Documents and Certificates of Title		34


	Page

The Collection Account and Permitted Investments		34
Servicing Fee		35
Collections		35
Credit and Cash Flow Enhancement		36
Like Kind Exchange Program		37
Notification of Claims		38
Advances		38
Sale and Disposition of Leased Vehicles		38
Insurance on Leased Vehicles		38
Servicer Records, Determinations and Reports		38
Evidence as to Compliance		39
Security Deposits		39
Servicer Replacement Events		40
Rights Upon Default by the Servicer		40
Amendment		40
Termination		40
The Administrator		40
Bankruptcy Provisions		40
Repurchase Obligations		41
DESCRIPTION OF THE INDENTURE		41
Modification of Indenture		41
Events of Default Under the Indenture; Rights Upon Event of Default		41
Material Covenants		41
Annual Compliance Statement		42
Indenture Trustee’s Annual Report		42
Documents by Indenture Trustee to Noteholders		43
Satisfaction and Discharge of Indenture		43
The Indenture Trustee		43
THE TRUST AGREEMENT		43
The Owner Trustee		43
Authority and Duties of the Owner Trustee		44
THE ORIGINATION TRUST AGREEMENT AND THE TRANSACTION SUBI SUPPLEMENT		44
The Transaction SUBI, Other SUBIs and the UTI		44
Resignation and Removal of the Trustees		45
Indemnity of Trustees		45
Issuing Entity as Third-Party Beneficiary		45
Termination		46
Notes Owned by the Issuing Entity, the Depositor, the Servicer and their Affiliates		46
Information Requests		46
Securities and Exchange Act Filing		46
ADDITIONAL LEGAL ASPECTS OF THE ORIGINATION TRUST AND THE TRANSACTION SUBI		46
The Origination Trust		46

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TABLE OF CONTENTS


	Page

Structural Considerations		46
Allocation of Origination Trust Liabilities		47
Insolvency Related Matters		48
ADDITIONAL LEGAL ASPECTS OF THE LEASES AND THE LEASED VEHICLES		50
Vicarious Tort Liability		50
Repossession of Leased Vehicles		51
Deficiency Judgments		51
Consumer Protection Laws		52
Servicemembers Civil Relief Act		52
Other Limitations		53
MATERIAL FEDERAL INCOME TAX CONSEQUENCES		53
General		53
Tax Status of the Notes and the Issuing Entity		54
Stated Interest		54
Original Issue Discount		54
Market Discount		54
Total Accrual Election		55
Amortizable Bond Premium		55


	Page

Short-Term Debt		55
Disposition of the Notes		56
Information Reporting and Backup Withholding		56
Tax Consequences to Foreign Investors		56
STATE AND LOCAL TAX CONSEQUENCES		57
TAX SHELTER DISCLOSURE AND INVESTOR LIST REQUIREMENTS		57
ERISA CONSIDERATIONS		58
Exemptions Available to Debt Instruments		58
Underwriter Exemption		59
PLAN OF DISTRIBUTION		64
FORWARD-LOOKING STATEMENTS		65
RATINGS OF THE SECURITIES		65
REPORTS TO SECURITYHOLDERS		66
WHERE YOU CAN FIND MORE INFORMATION		66
INCORPORATION BY REFERENCE		66
LEGAL MATTERS		67
INDEX OF PRINCIPAL TERMS		68

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RISK FACTORS

An investment in the securities involves significant risks. Before you decide to invest, we recommend that you carefully consider the following risk factors.


You must rely for repayment only upon the issuing entity’s assets which may not be sufficient to make full payments on your securities.		Your securities are either secured by, or represent beneficial interests solely in the assets of, the related issuing entity. Your securities will not represent an interest in or an obligation of VW Credit, the origination trust, the depositor or any of their respective affiliates. Distributions on any class of securities will depend solely on the amount and timing of payments and other collections in respect of the related leases and any credit enhancement or cash flow enhancement for the securities. We cannot assure you that these amounts, together with sales proceeds of the related leased vehicles, will be sufficient to make full and timely distributions on your securities. The securities and the leases will not be insured or guaranteed, in whole or in part, by the United States or any governmental entity or, unless specifically set forth in the applicable prospectus supplement, by any provider of credit enhancement or cash flow enhancement.

You may experience a loss or a delay in receiving payments on the securities if the assets of the issuing entity are liquidated.		If certain events of default under the indenture occur and the securities of a series are accelerated, the related indenture trustee may liquidate the assets of the related issuing entity. If a liquidation occurs close to the date when any class otherwise would have been paid in full, repayment of that class might be delayed while liquidation of the assets is occurring. The issuing entity cannot predict the length of time that will be required for liquidation of the assets of the issuing entity to be completed. In addition, liquidation proceeds may not be sufficient to repay the securities of that series in full. Even if liquidation proceeds are sufficient to repay the securities in full, any liquidation that causes the outstanding principal balance of a class of securities to be paid before the related final scheduled payment date will involve the prepayment risks described under “Risk Factors—Returns on your investments may be reduced by prepayments on the leases, events of default, optional redemption of the securities or reallocations of the leases and leased vehicles from the Transaction SUBI” in this prospectus.

Vicarious tort liability may result in a loss		Some states allow a party that incurs an injury involving a vehicle to sue the owner of the vehicle merely because of that ownership. As owner of the vehicles, the origination trust may be subject to these lawsuits. Most, but not all, states, however, either prohibit these vicarious liability suits against leasing companies or limit the lessor’s liability to the amount of liability insurance that the lessee was required to carry under applicable law but failed to maintain.

		On August 10, 2005, President George W. Bush signed into law the Safe Accountable, Flexible, and Efficient Transportation Equity Act of 2005 (the “Transportation Act”), Pub. L. No. 109-59. The Transportation Act provides that an owner of a motor vehicle that rents or leases the vehicle to a person will not be liable under the law of a state or political subdivision by reason of being the owner of the vehicle, for harm to persons or property that results or arises out of the use, operation, or possession of the vehicle during the period of the rental or lease, if (i) the owner (or an affiliate of the owner) is

1


		engaged in the trade or business of renting or leasing motor vehicles; and (ii) there is no negligence or criminal wrongdoing on the part of the owner (or an affiliate of the owner). This provision of the Transportation Act was effective upon enactment and applies to any action commenced on or after August 10, 2005. The Transportation Act is intended to preempt state and local laws that impose possible vicarious tort liability on entities owning motor vehicles that are rented or leased and it is expected that the Transportation Act should reduce the likelihood of vicarious liability being imposed on the origination trust. State and federal courts considering whether the Transportation Act preempts state laws permitting vicarious liability have generally concluded that such laws are preempted with respect to cases commenced on or after August 10, 2005. While the vast majority of courts have concluded that the Transportation Act preempts state laws permitting vicarious liability, one New York lower court has reached a contrary conclusion in a case involving a leasing trust. This New York court concluded that the preemption provision in the Transportation Act was an unconstitutional exercise of congressional authority under the Commerce Clause of the United States Constitution and, therefore, did not preempt New York law regarding vicarious liability. This decision, however, was reversed on appeal by the appellate division of the Supreme Court of New York.

		The servicer will be required to maintain liability insurance coverage on behalf of the origination trust. However, this coverage is subject to deductibles and claims could be imposed against the assets of the origination trust which could exceed that coverage. In the event the servicer fails to maintain this liability insurance coverage, the deductible is not satisfied or the insurance coverage protecting the origination trust is insufficient to cover, or does not cover, a material claim, that claim could be satisfied out of the proceeds of the vehicles and leases allocated to the Transaction SUBI for your series of securities and you could incur a loss on your investment.

		For a discussion of the possible liability of the origination trust in connection with the use or operation of the leased vehicles, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles—Vicarious Tort Liability” in this prospectus.

You may experience a loss if defaults on the leases or residual value losses exceed the available credit enhancement		The issuing entity does not have, nor is it permitted or expected to have, any significant assets or sources of funds other than the related Transaction SUBI certificate, together with its right to payments under any interest rate or currency swap or cap agreement or credit enhancement and available funds in certain accounts. The securities of a series represent obligations solely of the issuing entity and will not be insured or guaranteed by any entity unless otherwise indicated in the applicable prospectus supplement. Accordingly, you will rely primarily upon collections on the leases and the related leased vehicles allocated to the Transaction SUBI owned by the issuing entity for your series of securities and, to the extent available, any credit enhancement for the issuing entity, including payments under any interest rate or currency swap or cap agreement and amounts on deposit in any reserve account or similar account. Funds on deposit in any reserve account or similar account will cover delinquencies on the leases and losses on the leases and leased vehicles up to some

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		level. However, if delinquencies and losses create shortfalls which exceed the available credit enhancement for your series of securities, you may experience delays in payments due to you and you could suffer a loss. You will have no claim to any amounts properly distributed to the depositor or to others from time to time.

		In establishing the stated residual value of leased vehicles, VW Credit uses an internally developed proprietary model. There is no guarantee that the assumptions regarding future events that are used to determine residual values will prove to be correct. If the stated residual values of the leased vehicles as originally determined by VW Credit are substantially higher than the sales proceeds actually realized upon the sale of the leased vehicles, you may suffer losses if the available credit enhancement for your series of securities is exceeded.

		For a discussion of factors that may contribute to residual value losses, you should refer to “Risk Factors—Used car market factors may increase the risk of loss on your investment,” “Risk Factors—Increased turn-in rates may increase losses” and “Origination and Servicing Procedures—Determination of Residual Values” in this prospectus, “Risk Factors—The concentration of leased vehicles to particular models could negatively affect the issuing entity’s assets” and “—The geographic concentration of the leases, economic factors and lease performance could negatively affect the issuing entity’s assets” in the accompanying prospectus supplement.

The failure to make interest and principal payments on any securities of a series will generally not result in an event of default under the related indenture until the applicable final scheduled payment date		The amount of interest and principal required to be paid to investors prior to the applicable final scheduled payment date set forth in the applicable prospectus supplement generally will be limited to amounts available for those purposes. Therefore, the failure to pay interest on or principal of a note generally will not result in an event of default under the indenture until the applicable final scheduled payment date for that series of securities.

Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payment on your securities		Because the Transaction SUBI will represent a beneficial interest in the related Transaction SUBI assets, you will be dependent on payments made on the leases allocated to the Transaction SUBI for your series of securities and proceeds received in connection with the sale or other disposition of the related leased vehicles for payments on your securities. The issuing entity of a series of securities will not have a direct ownership interest in the leases or a direct ownership interest or perfected security interest in the related leased vehicles — which will be titled in the name of the origination trust. It is therefore possible that a claim against or lien on the leased vehicles or the other assets of the origination trust could limit the amounts payable in respect of the Transaction SUBI certificate to less than the amounts received from the lessees of the leased vehicles or received from the sale or other disposition of the leased vehicles.

		In addition, as described under “The Transaction Documents—Like Kind Exchange Program”, the indenture trustee will not have a security interest in leased vehicle sale proceeds held by the qualified intermediary, which could result in losses on your securities in the event of a bankruptcy of the servicer.

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		Further, liens in favor of and/or enforceable by the Pension Benefit Guaranty Corporation could attach to the leases and leased vehicles owned by the origination trust (including the leases and the leased vehicles allocated to the related Transaction SUBI) and could be used to satisfy unfunded ERISA obligations of any member of a controlled group that includes VW Credit, Inc. and its affiliates. Because these liens could attach directly to the leases and leased vehicles allocated to the related Transaction SUBI and because the issuing entity does not have a prior perfected security interest in the assets of the related Transaction SUBI, these liens could have priority over the interest of the issuing entity in the assets of the related Transaction SUBI.

		To the extent a third-party makes a claim against, or files a lien on, the assets of the origination trust, including the leased vehicles allocated to the related Transaction SUBI for your series of securities, it may delay the disposition of those leased vehicles or reduce the amount paid to the holder of the related Transaction SUBI certificate. If that occurs, you may experience delays in payment or losses on your investment.

		For more information on the effect of third-party claims or liens on payment of the securities, you should refer to “Additional Legal Aspects of the Origination Trust and the Transaction SUBI—Allocation of Origination Trust Liabilities” in this prospectus.

If ERISA liens are placed on the origination trust assets, you could suffer a loss		Liens in favor of the Pension Benefit Guaranty Corporation could attach to the leases and leased vehicles owned by the origination trust (including the leases and the leased vehicles allocated to a Transaction SUBI) and could be used to satisfy unfunded pension obligations of any member of a controlled group that includes VW Credit and its affiliates which has unfunded pension liabilities under its defined benefit pension plans. Because these liens could attach directly to the leases and leased vehicles and because the issuing entity does not have a prior perfected security interest in the assets included in a Transaction SUBI, these liens could have priority over the interest of the issuing entity in the assets included in the related Transaction SUBI.

		From time to time, the rating agencies rating your securities may request information with respect to any defined benefit pension plans maintained or sponsored by VW Credit or any of its affiliates. Although VW Credit will use reasonable efforts to comply with such request, there is no assurance that VW Credit will be able to provide the requested information. Any rating downgrade could result in a decline in the market value of your securities.

		As of the date of this prospectus, neither VW Credit nor any of its affiliates had any material unfunded liabilities with respect to their respective defined benefit pension plans.

The securities are not suitable investments for all investors, and may not be a suitable investment for you		The securities are not a suitable investment for you if you require a regular or predictable schedule of payments. The securities are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, residual value, default and market risk, the tax consequences of an investment in the

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		securities or payment on any specific date and the interaction of these factors.

The ratings for the securities are limited in scope, may not continue to be issued and do not consider the suitability of an investment in the securities for you		We will offer a class of securities only if that class receives the rating specified in the applicable prospectus supplement. The rating considers only the likelihood that the issuing entity will pay interest on time and will ultimately pay principal in full or make full distributions of the outstanding balance of the securities. A security rating is not a recommendation to buy, sell or hold the securities. Ratings on the securities may be lowered, qualified or withdrawn at any time after the notes are issued without notice from the issuing entity or the depositor. A rating downgrade may reduce the price that a subsequent purchaser will be willing to pay for the securities. Ratings on the securities do not address the timing of distributions of principal on the securities prior to the applicable final scheduled payment date. The ratings do not consider the prices of the securities or their suitability to a particular investor. If a rating agency changes its rating or withdraws a rating, no one has an obligation to provide additional credit enhancement or to restore the original rating.

The absence of a secondary market for the securities could limit your ability to resell your securities		If you want to sell your securities you must locate a purchaser that is willing to purchase those securities. The underwriters intend to make a secondary market for the securities. The underwriters will do so by offering to buy the securities from investors that wish to sell. However, the underwriters will not be obligated to make offers to buy the securities and may stop making offers at any time. In addition, the prices offered, if any, may not reflect prices that other potential purchasers would be willing to pay, were they to be given the opportunity. There have been times in the past where there have been very few buyers of asset-backed securities, and there may be these times again in the future. As a result, you may not be able to sell your securities when you want to do so or you may not be able to obtain the price that you wish to receive.

A depositor or sponsor bankruptcy could delay or limit payments to you		Following a bankruptcy or insolvency of the sponsor or the depositor, a court could conclude that the Transaction SUBI certificate for your series of securities is owned by the sponsor or the depositor, instead of the issuing entity. This conclusion could be either because the transfer of that Transaction SUBI certificate from VW Credit to the depositor or from the depositor to the related issuing entity was not a true sale or because the court concluded that the depositor or the issuing entity should be treated as the same entity as the sponsor or the depositor, respectively, for bankruptcy purposes. If this were to occur, you could experience delays in payments due to you or you may not ultimately receive all amounts due to you as a result of:

		• the automatic stay, which prevents a secured creditor from exercising remedies against a debtor in bankruptcy without permission from the court, and provisions of the United States Bankruptcy Code that permit substitution of collateral in limited circumstances;

		• tax or government liens on the sponsor’s or the depositor’s property (that arose prior to the transfer of the Transaction SUBI certificate to the issuing entity) having a prior claim on collections before the collections are used to make

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		payments on the securities; or

		• the fact that neither the issuing entity nor the indenture trustee for your series of securities has a perfected security interest in the leases and leased vehicles allocated to the Transaction SUBI and may not have a perfected security interest in any cash collections of the leases and leased vehicles allocated to the Transaction SUBI held by the servicer at the time that a bankruptcy proceeding begins.

		For a discussion of how a bankruptcy proceeding of the sponsor or the depositor may affect the issuing entity and the securities, you should refer to “Additional Legal Aspects of the Origination Trust and the Transaction SUBI—Insolvency Related Matters” in this prospectus.

Adverse events with respect to VW Credit or its affiliates or third party providers to whom VW Credit outsources its activities could affect the timing of payments on your securities or have other adverse effects on your securities		Adverse events with respect to VW Credit or any of its affiliates or a third party provider to whom VW Credit outsources its activities could result in servicing disruptions or reduce the market value of your securities. In the event of a termination and replacement of VW Credit as the servicer, there may be some disruption of the collection activity with respect to delinquent leases and therefore delinquencies and credit losses could increase. Similarly, if VW Credit becomes unable to repurchase the beneficial interest in any Units which do not comply with representations and warranties about the Units made by VW Credit in the related SUBI Transfer Agreement (for example, representations relating to the compliance of the lease contracts with applicable laws or representations relating to amounts required to be received upon the exercise of purchase options by the lessees thereunder), then investors could suffer losses. In addition, adverse corporate developments with respect to servicers of asset-backed securities or their affiliates have in some cases also resulted in a reduction in the market value of the related asset-backed securities. For example, VW Credit is an indirect wholly-owned subsidiary of Volkswagen AG. Although Volkswagen AG is not guaranteeing the obligations of the issuing entity for any series of securities, if Volkswagen AG ceased to manufacture vehicles or support the sale of vehicles or if Volkswagen AG faced financial or operational difficulties, such events may reduce the market value of Volkswagen and Audi vehicles, and ultimately the amount realized on any Volkswagen or Audi leased vehicle, including the leased vehicles allocated to the Transaction SUBI for your series of securities.

The servicer’s commingling of funds with its own funds could result in a loss		Subject to the satisfaction of certain conditions set forth in the applicable prospectus supplement, VW Credit, as the servicer, may be able to commingle funds relating to this transaction such as security deposits, collections from the leases and proceeds from the disposition of the related leased vehicles with its own funds during each collection period and may be able to make a single deposit to the collection account on each payment date. See “The Transaction Documents—The Servicing Agreement” in this prospectus. Commingled funds may be used or invested by the servicer at its own risk and for its own benefit. If the servicer were unable to remit such funds or the servicer were to become a debtor under any insolvency laws, delays or reductions in distributions to you may occur. In addition, if the servicer failed to remit to the lessees the required

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		portions of their security deposits at the expiration of their leases, the origination trust could be held liable for those portions of the security deposits, and investors in the securities could incur a loss on their investment as a result.

The return on your securities may be reduced due to varying economic circumstances		A deterioration in economic conditions could adversely affect the ability and willingness of lessees to meet their payment obligations under the leases. As a result, you may experience payment delays and losses on your securities. Further, the market values of the related leased vehicles could increase or decrease based on economic conditions. No prediction or assurance can be made as to the effect of an economic downturn or economic growth on the rate of delinquencies, prepayments, residual values and/or losses on the leases.

Used car market factors may increase the risk of loss on your investment		The used car market is affected by supply and demand, consumer tastes, economic factors and manufacturer decisions on pricing of new car models. For instance, introduction of a new model by Volkswagen AG or its affiliates may impact the resale value of the existing portfolio of similar model types. Discount pricing incentives or other marketing incentive programs on new cars by Volkswagen AG or by its competitors that effectively reduce the prices of new cars may have the effect of reducing demand by consumers for used cars. Other factors that are beyond the control of the issuing entity, the depositor and the servicer could also have a negative impact on the resale value of a vehicle. If the proceeds actually realized upon the sale of the leased vehicles are substantially lower than the residual values originally established by VW Credit, you may suffer a loss on your investment.

Increased turn-in rates may increase losses		Under each lease, the lessee may elect to purchase the related vehicle at the expiration of the lease for an amount generally equal to the stated residual value established at the inception of the lease. Lessees who decide not to purchase their related vehicles at lease expiration will expose the issuing entity to possible losses if the sale prices of those vehicles in the used car market are less than their respective stated residual values. The level of turn-ins at termination of the leases could be adversely affected by lessee views on vehicle quality, the relative attractiveness of new models available to the lessees, sales and lease incentives offered with respect to other vehicles (including those offered by VW Credit), the level of the purchase option prices for the related vehicles compared to new and used vehicle prices and economic conditions generally. The grant of extensions and the early termination of leases by lessees may affect the number of turn-ins in a particular month. If losses resulting from increased turn-ins exceed the credit enhancement for your series of securities, you may suffer a loss on your investment.

The return on your securities could be reduced by shortfalls due to application of the Servicemembers Civil Relief Act		The Servicemembers Civil Relief Act and similar laws of many states may provide relief to members of the military on active duty, including reservists, who have entered into an obligation, such as a lease contract for a lease of a vehicle, before entering into military service and provide that under some circumstances the lessor may not terminate the lease contract for breach of the terms of the contract including nonpayment. Furthermore, under the Servicemembers Civil Relief Act, a lessee may terminate a lease of a vehicle at

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		anytime after the lessee’s entry into military service or the date of the lessee’s military orders (as described below) if (i) the lease is executed by or on behalf of a person who subsequently enters military service under a call or order specifying a period of not less than 180 days (or who enters military service under a call or order specifying a period of 180 days or less and who, without a break in service, receives orders extending the period of military service to a period of not less than 180 days); or (ii) the lessee, while in the military, executes a lease of a vehicle and thereafter receives military orders for a permanent change of station outside of the continental United States or to deploy with a military unit for a period of not less than 180 days. No early termination charge may be imposed on the lessee for such termination. No information can be provided as to the number of leases that may be affected by these laws. In addition, current military operations of the United States, including military operations in Iraq and the Middle East, have increased and may continue to increase the number of citizens who are in active military service, including persons in reserve status who have been called or will be called to active duty. In addition, these laws may impose limitations that would impair the ability of the servicer to repossess a defaulted vehicle during the lessee’s period of active duty status. If a lessee’s obligation to make lease payments is reduced, adjusted or extended, or if the lease is terminated early and no early termination charge is imposed, the servicer will not be required to advance those amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the securities of any series.

		For more information regarding the effect of the Servicemembers Civil Relief Act, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles—Servicemembers Civil Relief Act” in this prospectus.

Failure to comply with consumer protection laws could result in a loss		Federal and state consumer protection laws, including the federal Consumer Leasing Act of 1976 and Regulation M promulgated by the Board of Governors of the Federal Reserve System, impose requirements on retail lease contracts such as the leases. The failure by the origination trust to comply with these requirements may give rise to liabilities on the part of the origination trust or the issuing entity of a series of securities (as owner of the related Transaction SUBI). Further, many states have adopted “lemon laws” that provide vehicle users certain rights in respect of substandard vehicles. A successful claim under a lemon law could result in, among other things, the termination of the related lease and/or the requirement that a portion of payment previously paid by the lessee be refunded. VW Credit will represent and warrant that each lease complies with applicable law in all material respects. If that representation and warranty relating to any lease allocated to the Transaction SUBI for a series of securities proves incorrect, materially and adversely affects the interests of the issuing entity and is not timely cured, VW Credit will be required to repurchase the beneficial interest in the noncompliant lease and related vehicle from the issuing entity. To the extent that VW Credit fails to make such a repurchase, or to the extent that a court holds the origination trust or the issuing entity liable for violating consumer protection laws regardless of such a repurchase, a failure to comply with consumer protection laws could result in required payments by the origination

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		trust or the issuing entity. If sufficient funds are not available to make both payments to lessees and on your securities, you may suffer a loss on your investment in the securities.

		For a discussion of federal and state consumer protection laws which may affect the leases, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles—Consumer Protection Laws” in this prospectus.

Changes to federal or state bankruptcy or debtor relief laws may impede collection efforts or alter timing and amount of collections, which may result in acceleration of or reduction in payment on your securities		If a lessee sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the lessee’s obligations to repay amounts due on its lease. As a result, that lease would be written off as uncollectible. You could suffer a loss if no funds are available from credit enhancement or other sources and finance charge amounts allocated to the securities are insufficient to cover the applicable default amount.

VW Credit, the servicer and the depositor have limited obligations to the issuing entity with respect to repurchases		VW Credit, the servicer, the depositor and their affiliates are not obligated to make any payments to you on your securities. However, VW Credit will, and the depositor may, make representations and warranties about the characteristics of the leases and leased vehicles allocated to the related Transaction SUBI. If a representation or warranty made by VW Credit or the depositor is untrue, or if VW Credit or the depositor breaches a covenant with respect to a lease or a leased vehicle, then VW Credit, the depositor or another entity may be required to repurchase the beneficial interest in that lease and the related leased vehicle. In addition, in some circumstances, the servicer may be required to purchase the beneficial interest in leases and leased vehicles if a covenant made by the servicer with respect to the leases or leased vehicles is breached. While the depositor, VW Credit and the servicer may be obligated to reallocate or repurchase any beneficial interest in a lease and related leased vehicle if there is a breach of any of their respective representations and warranties relating thereto which materially and adversely affects the interests of the issuing entity, as set forth in the applicable prospectus supplement, there can be no assurance given that the depositor, VW Credit or the servicer, as applicable, will financially be in a position to fund its repurchase obligation and you might experience delays or reductions in payments on your securities.

Returns on your investments may be reduced by prepayments on the leases, events of default, optional redemption of the securities or reallocations of the leases and leased vehicles from the Transaction SUBI		You may receive payments on your securities earlier than you expected for the reasons set forth below. You may not be able to invest the amounts paid to you earlier than you expected at a rate of return that is equal to or greater than the rate of return on your securities.

		• The rate of return of principal is uncertain. The amount of distributions of principal of your securities and the time when you receive those distributions depend on the rate of payments and losses on the leases and the leased vehicles. Prepayments, liquidations of defaulted leases or reallocations from the Transaction SUBI of leases and the related vehicles that do not meet certain eligibility criteria will shorten the life of the securities to an extent that cannot be fully predicted. Further, the leases allocated to a

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		Transaction SUBI may be prepaid, in full or in part, voluntarily or as a result of defaults, theft of or damage to the related leased vehicles or for other reasons. For example, a lessee under certain circumstances may elect to terminate the lease prior to its maturity. Each of these payments will have the effect of accelerating the payment of principal and shortening the average lives of the outstanding securities of a series.

		• You may be unable to reinvest distributions in comparable investments. The occurrence of an optional redemption event or events of default resulting in acceleration may require repayment of the securities prior to the expected principal payment date for one or more classes of securities of a series. Asset-backed securities, like the securities, usually produce a faster return of principal to investors if market interest rates fall below the interest rates on the receivables and produce a slower return of principal when market interest rates are above the interest rates on the receivables. As a result, you are likely to receive more money to reinvest at a time when other investments generally are producing a lower yield than that on your securities, and are likely to receive less money to reinvest when other investments generally are producing a higher yield than that on your securities. You will bear the risk that the timing and amount of distributions on your securities will prevent you from attaining your desired yield.

		• An early redemption of the securities from an optional redemption will shorten the life of your investment which may reduce your yield to maturity. If the Transaction SUBI is sold upon exercise of a “clean-up call” by the servicer or the depositor, as specified in the applicable prospectus supplement, the issuing entity will redeem the securities and you will receive the remaining principal amount of your securities plus any other amounts due to securityholders, such as accrued interest through the related payment date. Because your securities will no longer be outstanding, you will not receive the additional interest payments or other distributions that you would have received had the securities remained outstanding. If you bought your securities at par or at a premium, your yield to maturity will be lower than it would have been if the optional redemption had not been exercised.

Because the securities are in book-entry form, your rights can only be exercised indirectly		Clearstream Banking, société anonyme or Euroclear Bank S.A./NV as operator of the Euroclear System in Europe or Asia. Transfers of interests in the securities within The Depository Trust Company, Clearstream Banking, société anonyme or Euroclear Bank S.A./NV as operator of the Euroclear System must be made in accordance with the usual rules and operating procedures of those systems. So long as the securities are in book-entry form, you will not be entitled to receive a definitive note representing your interest. The securities of a series will remain in book-entry form except in the limited circumstances described under the caption “The Securities—Definitive Securities” in this prospectus. Unless and until the

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		securities cease to be held in book-entry form, the related transaction parties will not recognize you as a holder of the related security. As a result, you will only be able to exercise the rights as a securityholder indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream Banking, société anonyme and Euroclear Bank S.A./NV as operator of the Euroclear System (in Europe or Asia) and their participating organizations. Holding the securities in book-entry form could also limit your ability to pledge or transfer your securities to persons or entities that do not participate in The Depository Trust Company, Clearstream Banking, société anonyme or Euroclear Bank S.A./NV as operator of the Euroclear System. In addition, having the securities in book-entry form may reduce their liquidity in the secondary market since certain potential investors may be unwilling to purchase securities for which they cannot obtain physical notes.

		Interest and principal on the securities of any series will be paid by the related issuing entity to The Depository Trust Company as the record holder of those securities while they are held in book-entry form. The Depository Trust Company will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to securityholders either directly or indirectly through indirect participants. This process may delay your receipt of payments from the issuing entity.

The servicer’s discretion over the servicing of the leases may impact the amount and timing of funds available to make payments on the securities		The servicer is obligated to service the leases and related leased vehicles in accordance with its customary practices. The servicer has discretion in servicing the leases and the related leased vehicles, including the ability to grant payment extensions and to determine the timing and method of collection and liquidation procedures. In addition, the servicer’s customary practices may change from time to time and those changes could reduce collections on the leases and related leased vehicles. Although the servicer’s customary practices at any time will apply to all vehicles and leases held by the origination trust, without regard to whether a vehicle and related lease has been allocated to a securitization transaction, the servicer is not obligated to maximize collections from the leases and related leased vehicles. Consequently, the manner in which the servicer exercises its servicing discretion or changes its customary practices could have an impact on the amount and timing of collections on the leases and the related leased vehicles, which may impact the amount and timing of funds available to make payments on the securities.

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THE ISSUING ENTITIES

With respect to each series of securities, Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the“seller”), a Delaware limited liability company and a wholly owned special purpose, bankruptcy remote subsidiary of VW Credit, Inc., a Delaware corporation (“VW Credit”), will establish a separate issuing entity that will issue the securities of that series. Each issuing entity will be either a limited liability company formed pursuant to a limited liability agreement, a limited partnership formed pursuant to a limited partnership agreement or a trust formed pursuant to a trust agreement between the seller and the owner trustee specified in the applicable prospectus supplement for that issuing entity. The issuing entity will be formed in accordance with the laws of Delaware or New York as a common law trust, statutory trust, limited partnership or limited liability company, as specified in the applicable prospectus supplement. The fiscal year end of the issuing entity will be set forth in the applicable prospectus supplement. The seller will sell and assign a Transaction SUBI certificate and other specified issuing entity property to the issuing entity in exchange for the notes issued by that issuing entity. The authorized purposes of each issuing entity will be described in the applicable prospectus supplement.

The issuing entity may issue asset-backed notes and may, if a trust, issue asset-backed certificates, in one or more classes, in amounts, at prices and on terms to be determined at the time of sale and to be set forth in the applicable prospectus supplement. The notes and/or certificates of a series are collectively referred to as securities. Any notes that are issued will represent indebtedness of the issuing entity and will be issued and secured pursuant to an indenture between the issuing entity and the indenture trustee specified in the applicable prospectus supplement. Any certificates that are issued will represent beneficial interests in that issuing entity.

All of the motor vehicle dealers in the VW Credit network of dealers have entered into agreements pursuant to which they have assigned and will assign retail closed-end motor vehicle lease contracts to VW Credit Leasing, Ltd., a Delaware statutory trust (the“origination trust”). The origination trust was created in June 1999 to avoid the administrative difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases. The origination trust issued to VW Credit the undivided trust interest representing the entire beneficial interest in the unallocated assets of the origination trust. In this prospectus, we refer to the undivided trust interest in the unallocated interest of the origination trust as the“UTI.” See “The Origination Trust—Property of the Origination Trust” in this prospectus. In connection with each issuing entity and the related series of securities, VW Credit will instruct the trustees of the origination trust:

	•		to establish a special unit of beneficial interest in the origination trust (each, a“Transaction SUBI”); and

	•		to allocate a separate portfolio of leases and the related vehicles leased under the leases and some related assets of the origination trust to such Transaction SUBI. A lease, the related leased vehicle and the other origination trust assets directly related to the lease and leased vehicle are collectively called a“Unit”, and all of the Units allocated to a Transaction SUBI related to any series of securities are called the“Included Units.”

Each Transaction SUBI will represent the entire beneficial interest in the related Included Units. The origination trust will issue a certificate evidencing the Transaction SUBI (each, a“Transaction SUBI Certificate”) to or upon the order of VW Credit, as beneficiary of the UTI. Upon the creation of a Transaction SUBI, the related Included Units will no longer constitute assets of the origination trust represented by the UTI and VW Credit’s interest in the origination trust assets represented by the UTI will be reduced accordingly. Each Transaction SUBI will evidence an indirect beneficial interest, rather than a direct legal interest, in the related Included Units. Each Transaction SUBI will not represent a beneficial interest in any origination trust assets other than the related Included Units. Payments made on or in respect of any origination trust assets other than the applicable Included Units will not be available to make payments on the securities. VW Credit, as beneficiary of the UTI, may from time to time cause special units of beneficial interest similar to the Transaction SUBI (each, an“Other SUBI”) to be created. Each issuing entity (and, accordingly, the related securityholders) will have no interest in the UTI, any Other SUBI or any assets of the origination trust evidenced by the UTI or any Other SUBI. See “The Origination Trust” and “The Transaction SUBI” in this prospectus.

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With respect to each series of notes and/or certificates, VW Credit will sell, transfer and assign the related Transaction SUBI Certificate to the seller. The seller will in turn transfer and assign the Transaction SUBI Certificate to the related issuing entity in exchange for the securities issued by the issuing entity. Each issuing entity will rely primarily upon collections from the leases and proceeds from the disposition of the related leased vehicles to make payments on the related series of notes and/or certificates.

In addition and to the extent specified in the applicable prospectus supplement, the property of each issuing entity may include (collectively as follows, the“issuing entity property”):

	•		a Transaction SUBI Certificate, evidencing a 100% beneficial interest in the related Transaction SUBI and the related Included Units, including the lease payments and the right to payments received after the related cutoff date and the right to payment received after the cutoff date from the sale or other disposition of the related leased vehicles;

	•		amounts deposited in a reserve account, a principal distribution account, collection account and similar accounts (including investment earnings — net of losses and expenses — on amounts on deposit therein);

	•		the rights of the depositor, as buyer, under the related SUBI Sale Agreement;

	•		the rights of the issuing entity under each applicable transaction document;

	•		the rights of the issuing entity as a third-party beneficiary under the Servicing Agreement, origination trust agreement and the supplements to those agreements, to the extent relating to the Included Units;

	•		the rights of the issuing entity under an interest rate cap agreement or interest swap agreement and the amounts payable to the issuing entity thereunder;

	•		the rights under any credit enhancement; and

	•		all proceeds of the foregoing, provided that actual sales proceeds will not constitute part of the issuing entity property (as described under “Transaction Documents—The Servicing Agreement” and “—Like Kind Exchange Program” in this prospectus).

To the extent specified in the applicable prospectus supplement, an insurance policy, reserve account or spread account may be a part of the property of any given issuing entity or may be held by the owner trustee or the indenture trustee for the benefit of holders of the related securities. To the extent specified in the applicable prospectus supplement, an interest rate or currency swap or cap or a guaranteed investment contract may also be a part of the property of any given issuing entity.

If so provided in the applicable prospectus supplement, the property of an issuing entity may also include a pre-funding account, into which the depositor will deposit cash and which will be used by the issuing entity to purchase the beneficial interest in additional leases and the related leased vehicles during a specified period following the closing date for the issuing entity. The beneficial interest in additional leases and the related leased vehicles acquired by an issuing entity will be allocated to the related Transaction SUBI and will also be issuing entity property of the related issuing entity.

Prior to formation, each issuing entity will have no assets or obligations. After formation, each issuing entity will not engage in any activity other than acquiring and holding the related issuing entity property, issuing the related securities, distributing payments in respect thereof and any other activities described in this prospectus, in the applicable prospectus supplement and in the trust agreement, limited liability company agreement or limited partnership agreement of the issuing entity, as applicable. Each issuing entity will not acquire any assets other than the issuing entity property.

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The owner trustee for any issuing entity that is a trust will be specified in the applicable prospectus supplement. See also “The Trust Agreement—The Owner Trustee” in this prospectus.

THE ORIGINATION TRUST

VW Credit Leasing, Ltd., the“origination trust”, is a Delaware statutory trust and is governed by the trust agreement, dated as of June 2, 1999 (the“origination trust agreement”), among VW Credit, as settlor and initial beneficiary, U.S. Bank National Association (f/k/a U.S. Bank Trust National Association), as UTI trustee and administrative trustee, and Wilmington Trust Company, as Delaware trustee. To provide for the servicing of the origination trust assets, the origination trust and VW Credit, as servicer, have entered into an Amended and Restated Servicing Agreement (the“Base Servicing Agreement”), dated as of December 21, 2000. All of the motor vehicle dealers in the VW Credit network of dealers have entered into agreements pursuant to which they have assigned and will assign retail closed-end motor vehicle lease contracts to the origination trust. The origination trust was created in June 1999 to avoid the administrative difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases. The origination trust issued to VW Credit the undivided trust interest representing the entire beneficial trust interest in the unallocated assets of the origination trust. In this prospectus, we refer to the undivided trust interest in the origination trust as the“UTI”. The primary business purpose of the origination trust is to take assignments of, and serve as record holder of title to, the Units in order to facilitate sale or financing transactions involving Units, including the securitization of Units in connection with the issuance of asset-backed securities.

Except as otherwise described under “The Origination Trust Agreement and the Transaction SUBI Supplement” in this prospectus, under the origination trust agreement the origination trust has not and may not:

	•		issue beneficial or other interests in the origination trust assets or securities other than (i) with respect to each issuance of notes, the related Transaction SUBI and the Transaction SUBI Certificate, (ii) one or more special units of beneficial interest, each consisting of a portfolio of leases and related leased vehicles separate from the portfolio allocated to the Transaction SUBI (each, an“Other SUBI”) and one or more certificates representing each Other SUBI (the“Other SUBI Certificates”) and (iii) the UTI and one or more certificates representing the UTI (the“UTI Certificates”);

	•		borrow money on behalf of the origination trust;

	•		make loans or extend credit on behalf of the origination trust;

	•		underwrite securities;

	•		offer securities in exchange for origination trust assets, with the exception of the Transaction SUBI Certificate issued with respect to any series of notes, Other SUBI Certificates and the UTI Certificates;

	•		repurchase or otherwise reacquire any UTI Certificate or, except as permitted by or in connection with permitted financing transactions, the Transaction SUBI Certificate or any Other SUBI Certificate;

	•		have any employees;

	•		own any real property; or

	•		except for the acquisition of origination trust assets and agreements relating to permitted financing transactions, enter into any agreements or contracts.

For further information regarding the origination trust and the servicing of the leases and leased vehicles, you should refer to “The Origination Trust Agreement and the Transaction SUBI Supplement” and “The Transaction Document—The Servicing Agreement” in this prospectus.

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The UTI Trustee and the Administrative Trustee

U.S. Bank National Association (“U.S. Bank”), a national banking association, is the administrative trustee for the origination trust and the UTI trustee for the UTI. U.S. Bank is not affiliated with VW Credit or any of its affiliates.

For more information regarding U.S. Bank, as UTI trustee and administrative trustee, see “The Trustees—The UTI Trustee, the Administrative Trustee and Transaction SUBI Trustee” in the applicable prospectus supplement.

The Delaware Trustee

Wilmington Trust Company (“WTC”), a Delaware banking association, is the Delaware trustee for the origination trust. Since the creation of the origination trust, WTC has served as the Delaware trustee.

For more information regarding WTC, as Delaware trustee, see “The Trustees—The Delaware Trustee” in the applicable prospectus supplement.

Property of the Origination Trust

The assets of the origination trust generally consist of:

	•		cash;

	•		leases originated by VW Credit, a dealer or directly by the origination trust;

	•		leased vehicles and all proceeds of those leased vehicles;

	•		the right to proceeds from all dealer repurchase obligations, if any, relating to any lease or leased vehicle;

	•		all warranty and indemnity claims against the manufacturer or distributor of a vehicle;

	•		all guarantees given in connection with any lease;

	•		the rights under and proceeds from insurance policies, if any, covering the leases, the related lessees or the leased vehicles, including but not limited to residual value, liability and credit life insurance;

	•		any security deposits to the extent due to the lessor under the related lease; and

	•		all proceeds of the foregoing.

From time to time after the date of this prospectus and any applicable prospectus supplement, additional leases will be originated by or assigned to the origination trust and, as described below, title to the related leased vehicles will be in the name of the origination trust (or a nominee or trustee thereof on behalf of the origination trust). These additional leases will not be allocated to any existing Transaction SUBI and will not be included in any existing transaction unless otherwise described in the transaction documents.

Lease Origination and the Titling of Vehicles

Under each lease, the origination trust (or a nominee or trustee of the origination trust) will be listed as the owner of the related leased vehicle on its certificate of title. Liens will not be placed on the certificates of title, and there will be no indication on any certificates of title to reflect the interest in the leased vehicles of the issuing entity, as holder, or the indenture trustee, as pledgee, of a related Transaction SUBI Certificate. The certificates of title to those leased vehicles registered in several states may, however, reflect a first lien or“administrative lien” held by

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the origination trust or the servicer that will exist solely to provide for delivery of title documentation for those leased vehicles to the servicer. Each entity that records an administrative lien (other than the origination trust) will enter into an agreement by which it acknowledges that it has no interest in the related leased vehicles and additionally waives, quitclaims and releases any claim that it may have against the leased vehicles by virtue of those liens.

All Units owned by the origination trust will be held for the benefit of entities that from time to time hold beneficial interests in the origination trust. Those interests will be evidenced with respect to:

	•		Units not allocated to a Transaction SUBI or any Other SUBI, by the UTI;

	•		Units included in this transaction, by a Transaction SUBI; and

	•		Units financed in another transaction, by one or more Other SUBIs.

Entities holding beneficial interests in the origination trust will not have a direct ownership in the related leases or a direct ownership or perfected security interest in the related leased vehicles.

An issuing entity has no direct interest in the Included Units of a related transaction. Therefore, an issuing entity does not have a perfected lien in related leases or related leased vehicles, but will have a perfected security interest or ownership interest in the related Transaction SUBI Certificate.

THE TRANSACTION SUBI

On or prior to the closing date for each series of notes, the related Transaction SUBI will be issued by the origination trust under a supplement to the origination trust agreement to be dated as of the closing date (the“Transaction SUBI Supplement” and, together with the origination trust agreement, the“Transaction SUBI Trust Agreement”). To provide for the servicing of the Included Units relating to a series of securities, the origination trust, the servicer and the Transaction SUBI trustee will enter into a supplement to the Base Servicing Agreement to be dated as of the closing date (the“Transaction SUBI Servicing Supplement,” and together with the Base Servicing Agreement, the“Servicing Agreement”). Each Transaction SUBI will represent a beneficial interest, not a direct interest, in the related Included Units. Each Transaction SUBI will not represent an interest in any origination trust assets other than those related Included Units. An issuing entity and the noteholders will have no interest in the UTI, any Other SUBI or any assets of the origination trust evidenced by the UTI or any Other SUBI. Payments made on or in respect of origination trust assets not represented by a Transaction SUBI will not be available to make payments on the notes of the related series.“Origination Trust Documents” relating to each series of notes will mean collectively, the Transaction SUBI Trust Agreement, the Transaction SUBI Servicing Agreement and the Transaction SUBI Certificate. For further information regarding the origination trust, you should refer to “Additional Legal Aspects of the Origination Trust and the Transaction SUBI—The Origination Trust” in this prospectus.

Each Transaction SUBI Certificate will evidence a beneficial interest in the origination trust assets allocated to the related Transaction SUBI, which will generally consist of the related Included Units and all proceeds of or payments on or in respect of the related leases or leased vehicles received after the applicable cutoff date.

On or prior to each closing date, the origination trust will issue a Transaction SUBI Certificate to or upon the order of VW Credit, as UTI beneficiary. See “The Transaction Documents—Transfer and Assignment of the Transaction SUBI Certificate” in this prospectus regarding transfers of the Transaction SUBI Certificate.

ORIGINATION AND SERVICING PROCEDURES

The following is a description of the origination, underwriting and servicing of the leased vehicles by the VW Credit as of the date of this prospectus. The applicable prospectus supplement will describe any material changes to this information with respect to the origination, underwriting and servicing of the leased vehicles for which the related issuing entity will hold a beneficial interest.

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The leases are originated or acquired through a variety of origination channels across a wide spectrum of credit quality lessees. VW Credit will act as servicer for each transaction unless another servicer is specified in the applicable prospectus supplement.

General

VW Credit was incorporated in Delaware on April 2, 1981 and is a wholly-owned subsidiary of Volkswagen Group of America, Inc. (“Volkswagen Group of America”). Volkswagen Group of America is a wholly-owned subsidiary of Volkswagen Aktiengesellschaft (“Volkswagen AG”). The principal activity of VW Credit is acting as a finance subsidiary of Volkswagen Group of America, including purchasing retail installment sales contracts and leases from Volkswagen and Audi dealers. VW Credit offers a wide range of automobile-related financial products, including wholesale floor plan financing, retail auto loan and lease financing.

The principal offices of VW Credit are located at 2200 Ferdinand Porsche Drive, Herndon, Virginia 20171. Its telephone number is (703) 364-7000.

Underwriting Procedures

VW Credit’s underwriting standards emphasize the prospective lessee’s ability to pay and creditworthiness, as well as the asset value of the motor vehicle to be leased. Contracts that are purchased must comply with VW Credit’s underwriting standards and other requirements, as described below, under existing agreements between VW Credit and dealers. VW Credit’s underwriting, servicing and collection activities are conducted principally at processing centers located in Libertyville, Illinois, Portland, Oregon and, with respect to remarketing of off-lease vehicles, Auburn Hills, Michigan.

Each applicant for a lease contract is required to complete a credit application. Applications submitted to VW Credit include the following information about the applicant:

	•		residential information;

	•		source and amount of monthly income;

	•		monthly mortgage or rent payment;

	•		social security number; and

	•		other personal information.

Dealers submit applications together with information about the proposed terms of the lease to VW Credit through website based systems or by facsimile. VW Credit generally obtains a credit report on the applicant from a national credit bureau selected based upon VW Credit’s assessment of which credit bureau provides the most accurate and complete credit reports in the applicant’s geographic area. In a limited number of cases, a credit report is not available because an applicant does not have an established credit history. If an individual applicant has sufficient recent credit history, the credit bureau data includes the applicant’s credit risk score, often referred to as a “credit bureau score” or a FICO^{^®*} score, which is generated using statistical models created by Fair, Isaac & Co. The credit bureau score measures the likelihood an applicant will pay an obligation as expected. Credit scores are the primary factors used as measuring devices to indicate the degree of risk on contracts offered to VW Credit by dealers.

VW Credit also evaluates each application using a proprietary credit scoring algorithm developed by a third party credit scoring company for VW Credit and referred to as a scorecard. The scorecard is used to assess the creditworthiness of an applicant using the credit bureau data to assign the applicant a proprietary credit score.


*		FICO^® is a registered trademark of Fair, Isaac & Co.

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Credit applications are automatically evaluated when received and some are approved or rejected based on VW Credit’s electronic decisioning model which uses the VW Credit-derived credit score along with the applicant’s credit bureau score. In most cases, VW Credit’s credit analysts evaluate applications for lease originations using the company’s written underwriting guidelines. The credit analyst considers the same information included in the electronic decisioning model and weighs other factors, such as the prospective lessee’s prior experience with VW Credit, and makes a credit decision based on the analyst’s assessment of the strengths and weaknesses of each application.

VW Credit uses risk-based pricing that includes a tiered system of interest rates and advance rates representing the varying degrees of risk assigned to different ranges of credit risk. If VW Credit considers an applicant to be relatively less credit worthy and, as a result, a greater risk, VW Credit will assign the applicant a higher interest rate and lower permissible advance rates. VW Credit makes its final credit decision based upon the degree of credit risk with respect to each applicant.

VW Credit regularly reviews and analyzes its portfolio of leases to evaluate the effectiveness of its underwriting guidelines and purchasing criteria. If external economic factors, credit loss or delinquency experience, market conditions or other factors change, VW Credit may adjust its underwriting guidelines and purchasing criteria in order to change the asset quality of its portfolio or to achieve other goals and objectives.

Determination of Residual Values

The value of the securities being offered under the applicable prospectus supplement will be based on the aggregate Securitization Value of the Included Units. “Securitization Value” will have the meaning set forth in the applicable prospectus supplement.

Each lease sets forth a residual value, which we refer to in this prospectus as the“stated residual value” established at the time of lease origination (as it may be subsequently revised in connection with an extension of a lease in accordance with customary servicing practices). The stated residual value as provided in the lease agreement is the estimated value of the vehicle at the end of the lease and is the amount used to calculate the base monthly lease payments under the lease, assuming that the lease amortizes like a loan. If we assume that the original capitalized cost of the lease is the initial principal amount of the loan, that the lease rate is the interest rate, that the lease term is the term of the loan and that all monthly payments are timely made, the stated residual value is the amount to which the outstanding balance would decline at the scheduled expiration of the lease term. When a vehicle is sold after being returned by the lessee at the end of the related lease, there will be a residual loss if the net sales proceeds of the vehicle are less than the stated residual value.

In establishing the bi-monthly publication of residual values, VW Credit analyzes proceeds in the context of vehicle content, mileage, and lease term (among other variables), for lease vehicles sold through customer, dealer, and auction channels. The determined residual values are reviewed and approved by VW Credit leadership, as well as compared with VW Credit’s historical off-lease vehicle sales performance and various independent industry guides, such as ALG and theNational Auto Research Official Used Car Market Guide Monthly(“Black Book”), for reasonableness. ALG and Black Book are independent publications of residual value percentages which are widely used throughout the automotive finance industry for estimating vehicle market values at lease termination. These values serve as a projection of a vehicle’s future resale value by expressing the future value as a percentage of a vehicle’s original manufacturer’s suggested retail price.

The estimated future value of a leased vehicle is a major component of the leasing business. Specifically, any excess of the stated residual value of a vehicle over its actual future market value represents a residual loss at lease termination. VW Credit believes that the difference between the stated residual values and the actual value at maturity may affect consumer behavior concerning purchasing or returning a vehicle to the lessor at lease termination. Furthermore, VW Credit believes that return rates may decline as actual values are in line with or exceed stated residual value. As it specifically pertains to this transaction, the residual loss at lease termination in respect of a leased vehicle will be determined by the excess, if any, of the Base Residual Value of the leased vehicle (which is the lower of the MSRP ALG Residual and the MRM ALG Residual of such vehicle) over its actual sales proceeds. In the absence of an ALG Residual, the stated residual value is used.

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“Base Residual Value” means, for each leased vehicle, the lowest of (i) the stated residual value estimate established by the servicer at the time the related lease was originated, (ii) the MSRP ALG Residual and (iii) the Maximum Residualized MSRP ALG Residual (which we also refer to as the“MRM ALG Residual”). The MSRP ALG Residual and the MRM ALG Residual are residual value estimates produced by the third-party source,Automotive Lease Guide(also referred to as“ALG”), an independent publisher of residual value percentages recognized throughout the automotive finance industry for projecting estimated vehicle market values at lease termination. The MRM ALG Residual calculates a residual value estimate that is a percentage of the“Maximum Residualized MSRP,” which consists of the manufacturer’s suggested retail price (commonly referred to as“MSRP”) of the typically equipped vehicle and value adding options, giving only partial credit or no credit for those options that add little or no value to the resale price of the vehicle.“MSRP ALG Residual” means, with respect to any lease, a residual value estimate produced by ALG based on the total MSRP of the base vehicle and all VW Credit authorized options, without making a distinction between the value adding options and non-value adding options. The calculation of Base Residual Value has the effect of placing a cap on the total capitalized cost of a vehicle for purposes of calculating the estimated residual value of such vehicle.

All of the leases and leased vehicles that have been allocated to the Transaction SUBI have been originated under the residual value policies described above. Notwithstanding the foregoing, no assurance can be given as to VW Credit’s future experience with respect to the return rates of Volkswagen and Audi vehicles relating to leases originated under these policies. In addition, no assurance can be given that VW Credit’s experience with respect to the return of off-lease Volkswagen and Audi vehicles or related residual value losses, or the experience of the issuing entity with respect to the leased vehicles, will be similar to that set forth in the residual value loss experience table set forth under “Prepayments, Delinquencies, Repossessions and Net Losses—Residual Value Loss Experience” in the accompanying prospectus supplement.

Remarketing Program

VW Credit directs all inbound customer calls to the remarketing department 90 days prior to lease maturity. Occasionally, the remarketing consultants may proactively call lessees to determine their intent to purchase or return the related leased vehicles. At 80 days and 30 days prior to maturity, VW Credit contacts each lease customer through direct mail providing each customer with information regarding the lessee’s lease obligations, including vehicle inspection, turn-in requirements, option to purchase, financing availability and the required documentation. If the lessee indicates an intention to purchase the leased vehicle, the lessee is provided with all necessary documents to complete the purchase.

A vehicle inspection, including digital pictures of the vehicle, normally occurs approximately 25 days prior to lease maturity and may occur at the lessee’s residence, place of business or a dealership. The lessee is provided an estimate for excess wear and use and excess mileage charges and is encouraged to file insurance claims and make repairs prior to returning the vehicle. Inspection reports and digital pictures are processed electronically and transmitted for viewing by dealers online to facilitate VW Credit’s online dealer purchase channel.

From time to time, VW Credit has offered existing lessees special lease programs on selected models to help mitigate residual value losses. These programs may offer, among other things, the lessee waiver of lease payments, a cash card of varying value (depending on the make or model), an extended service contract at a reduced cost or reduced annual percentage rate financing. There can be no assurance that VW Credit will offer any programs in the future.

Lease Vehicle Maintenance

Each VW Credit lease contract provides that the lessee is responsible for all maintenance, repair, service and operating expenses of the leased vehicle. In addition, the lessee is responsible for all damage to the leased vehicle and for its loss, seizure or theft. At the scheduled maturity date of a VW Credit lease contract, if the lessee does not purchase the leased vehicle, the VW Credit lease contract requires the lessee to pay VW Credit the estimated cost to repair any damages to the vehicle resulting from unreasonable or “excessive” wear and use. Unreasonable or excess wear and use generally includes, but is not limited to, the following: (1) inoperative mechanical and electrical parts including power accessories, (2) any and all dents, dings, scratches, chips or rusted areas on any body or trim part, (3) gouges or tears through bumper covers, broken or dented grilles, (4) mismatched

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paint or any mark left by special identification, (5) seats, seat belts, headlining, door panels or carpeting which is torn, worn, stained, burned or damaged, (6) cracks, scratches, pits or chips to windshields, windows, head light lenses, sealed beams or taillight assemblies, (7) any tire not part of a matching set of five tires of the same brand, size and quality (or four with an emergency “doughnut”), any tire with less than 1/8 inch of tread or any tire with gouged, cut, torn or plugged sidewalls or (8) any missing parts, accessories and adornments, including bumpers, ornamentation, aerials, hubcaps, rear view mirrors, radio and stereo components or spare tire. VW Credit may waive all or part of the excessive wear and mileage billed to the lessee.

Methods of Vehicle Disposal

VW Credit’s vehicle remarketing department handles the disposition of all motor vehicles for VW Credit including repossessions, early terminations and end of term leases. Each lease currently provides that upon maturity, the lessee has the option to purchase the related motor vehicle for an amount equal to the stated purchase option price. If the lessee does not exercise this option, the vehicle is returned to a franchised dealer and the vehicle is offered for sale to the returning dealer through two branded internet sites, http://www.AudiDirect.com and http://www.VolkswagenDirect.com, at a market based price adjusted for mileage and excessive damage. If the dealer to which the vehicle is returned does not exercise its option to purchase the vehicle, then the vehicle is offered for sale on the two internet sites in an auction bidding environment. Vehicles that are not purchased by the lessee or a dealer are returned to VW Credit for sale through auction. VW Credit uses a system of auto auctions throughout the United States. VW Credit has an internal target of 45 days from the time a vehicle is turned in until it is sold. Repossessions and early terminations are handled in accordance with various state requirements.

Remarketing decisions related to auction assignment and logistics are primarily electronic. This allows VW Credit to control inventory management, flow of vehicles to the auction and placement of the vehicles to auction locations that it believes will yield the highest net recovery value.

VW Credit has regular sales at 17 major auction locations throughout the United States. VW Credit’s highest lease volume is in the northeastern region. From time to time, auction capacity and demand for pre-owned vehicles in the northern markets may be insufficient to absorb the volume. Therefore, VW Credit may transport vehicles to different regions where it perceives a greater demand in order to maximize the vehicles’ recovery values.

The Certified Pre-Owned Vehicle Program was established by Volkswagen Group of America to create customer and dealer demand for off-lease used Volkswagen and Audi vehicles and to enhance the value of off-lease vehicles. To qualify for the Certified Pre-Owned Vehicle Program, a vehicle must pass an inspection conducted by the related dealer based on standards set by Volkswagen Group of America. For Certified Pre-Owned vehicles, Volkswagen Group of America provides a limited warranty which covers the vehicle for a selected period of time and mileage. Each Certified Pre-Owned vehicle is covered by a roadside assistance program which is similar to that offered on new vehicles. The Certified Pre-Owned Vehicle Program is actively marketed by Volkswagen Group of America using, from time to time, both broadcast and print media.

Occasionally, VW Credit offers incentives to lease new vehicles to lessees whose lease contracts are nearing expiration. These incentives may include waiver of one or more monthly payments otherwise payable under the related lease for leases allocated to the Transaction SUBI. VW Credit will pay to the issuing entity the amount of any monthly payments so waived. These programs are employed to promote customer loyalty by offering attractive early termination options and to provide lessees with an incentive to purchase or lease new Volkswagen or Audi vehicles. These programs can also be used to shift vehicles out of peak terminating months and to increase the number of off-lease vehicles that are sold or auctioned during those months in which the purchase price for off-lease vehicles tends to be higher.

Collection and Repossession Procedures

The customer billing process is generally initiated by the mailing of invoices on a monthly basis. Monthly payments are received at a lockbox account, mailed directly to VW Credit, or are paid electronically, including through direct debit or telephonic payment systems. Customers may enroll in a variety of recurring and one-time automated clearinghouse programs that debit funds directly from their bank accounts. As payments are received,

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they are electronically transferred to VW Credit and processed through VW Credit’s servicing system for the application of payments to the appropriate accounts.

VW Credit measures delinquency by the number of days elapsed from the date a payment is due under the lease contract. VW Credit considers a payment to be past due or delinquent when a lessee fails to make at least 75% of a scheduled payment by the related due date. If a lease is between 5 and 15 days delinquent, VW Credit generally mails a notice to the lessee and initiates telephone contact requesting payment. VW Credit gains collection efficiency through the use of technology such as automated dialing, predictive dialing and behavioral scoring of all lease accounts. If the delinquent lease cannot be brought current or completely collected within 60 to 90 days, VW Credit generally assigns the vehicle to a repossession agent and attempts to repossess the related leased vehicle. VW Credit holds repossessed vehicles in inventory to comply with any applicable statutory requirements for reinstatement or redemption and then sells or otherwise disposes of the vehicles. VW Credit’s current policy is to generally charge-off a lease contract on the earlier of (1) the date on which the proceeds of sale of the leased vehicle are applied to the lease contract and (2) the month in which the lease contract reaches its 120th day of delinquency if assigned to a repossession agent for 60 days. Any deficiencies remaining after repossession and sale of the vehicle or after the full charge-off of the lease generally are pursued by or on behalf of VW Credit to the extent practicable and legally permitted. See “Additional Legal Aspects of the Leases and the Leased Vehicles—Deficiency Judgments” in this prospectus.

Extensions and Pull-Aheads

VW Credit will grant extensions or deferments of motor vehicle lease contracts in accordance with its customary servicing procedures and the applicable Transaction SUBI servicing agreement. Lessees at the end of a lease who intend to lease another Volkswagen or Audi automobile but cannot do so at lease maturity, for reasons such as awaiting delivery of a new vehicle, preference for the next model year or other timing circumstances, may qualify for a lease term extension of up to a maximum of six months. In addition, in the future VW Credit may adopt incentive programs that encourage term extensions in connection with the lease of another Volkswagen or Audi automobile. If a term extension is granted for any Included Unit, VW Credit, as servicer, may be required to repurchase such Included Unit. This repurchase obligation, if any, will be described in the applicable prospectus supplement.

VW Credit, as servicer, may also permit a lessee to terminate a lease prior to its maturity in order to allow that lessee, among other things, (1) to enter into a new lease contract for a different Volkswagen or Audi vehicle, (2) to purchase a different Volkswagen or Audi vehicle or (3) to finance a different Volkswagen or Audi vehicle. However, an early termination with respect to any lease allocated to the Transaction SUBI will not be permitted unless all Pull-Ahead Amounts due and payable by the lessee under that lease on or before the date of the lessee’s election to terminate the lease have been paid by or on behalf of the lessee and are deposited in the collection account within the time period required for the servicer to deposit collections into the collection account. Following this early termination, the servicer will charge the lessee any applicable excess wear and use charges and excess mileage charges in accordance with its customary servicing practices with respect to leases that are terminated early by the related lessee in the absence of a “pull-ahead” or other marketing program.

“Pull-Ahead Amount” will have the meaning set forth in the applicable prospectus supplement.

Delinquency, Repossession and Loss Data

Information concerning VW Credit’s experience with respect to its entire portfolio of new and used Volkswagen and Audi motor vehicle leases, which includes leases owned by VW Credit or the origination trust and leases that have been sold but are still being serviced by VW Credit will be set forth in the applicable prospectus supplement.

There is no assurance that VW Credit’s delinquency, repossession and loss experience with respect to its leases and the related leased vehicles in the future, or the experience of the issuing entity with respect to the leases and the leased vehicles, will be similar to that set forth in any prospectus supplement.

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THE LEASES

General

The leases allocated to the Transaction SUBI consist of retail closed-end leases for new or used Volkswagen and Audi motor vehicles. Each of the leases was originated by a dealer in the ordinary course of that dealer’s business and assigned to the origination trust in accordance with the underwriting procedures described under “Origination and Servicing Procedures—Underwriting Procedures” in this prospectus.

The leases allocated to the Transaction SUBI consist of retail closed-end leases for motor vehicles. Over the term of the lease, the lessee is required to make substantially equal monthly payments intended to cover the cost of financing the related leased vehicle, scheduled depreciation of the leased vehicle and certain sales, use or lease taxes. From each payment billed with respect to a leased vehicle, the monthly payment amount that represents the financing cost and depreciation of the leased vehicle (including any capitalized amounts, such as service contract premiums) will be available to the issuing entity to make payments in respect of the related securities. At the scheduled end of the lease term, under the lease the lessee has two options:

	(1)		the lessee can purchase the leased vehicle for an amount (the“maturity date purchase option amount”) equal to the sum of (a) the purchase option amount specified in the lease, (b) the purchase option fee specified in the lease, if any, (c) any other fees and taxes related to the purchase of the leased vehicle and (d) any due and unpaid payments and other charges under the lease; or

	(2)		the lessee can return the leased vehicle to, or upon the order of, the lessor and pay an amount equal to (a) the turn-in fee, if any, specified in the lease, (b) any amounts assessed by the servicer as a result of excessive wear and use, excess mileage, taxes, parking tickets or fines and (c) any due and unpaid payments under the lease.

An amount equal to the sales proceeds from sales of leased vehicles to the lessees, dealers or at auction and all amounts assessed and collected by the servicer in connection with excessive wear and use and excess mileage charges upon return of the leased vehicles will be available to the issuing entity to make payments in respect of the notes. Because the leases are closed-end leases, the lessees will not be responsible for any amount by which the stated residual value of the leased vehicle exceeds the sales proceeds received for the leased vehicle at expiration of the lease.

Each lease allocated to a Transaction SUBI is selected from those retail closed-end leases held in the origination trust’s portfolio that meet specific criteria. See “The Leases” in the applicable prospectus supplement.

Early Termination

Each lease provides that the lessee or the lessor may terminate the lease before the scheduled end of the lease term (an“early termination”) in the circumstances discussed below. A lessee has the right to request an early termination provided that the lessee is not in default under the lease. In addition, in the future VW Credit may adopt incentive plans that encourage lessees to terminate leases before the related scheduled end of term. See “Origination and Servicing Procedures—Extensions and Pull-Aheads” in this prospectus. The lessee may purchase the leased vehicle for an amount equal to (x) the maturity date purchase option amount,plus(y) the monthly payment amount times the number of monthly payments not yet due with respect to related lease,minus(z) unearned rent charges calculated under the scheduled actuarial method under the lease.

In addition to purchasing the leased vehicle, a lessee has the right to cause an early termination by returning the leased vehicle to the lessor and paying an amount (an“early termination amount”) equal to (i) the turn-in fee, if any, specified in the lease,plus(ii) any due and unpaid payments under the lease,plus(iii) the costs of retaking, storing and selling the leased vehicle,plus(iv) any fees and taxes related to the early termination,plus(v) the monthly payment amount times the number of monthly payments not yet due with respect to related lease,minus(vi) unearned rent charges calculated under the scheduled actuarial method under the lease,minus(vii) the amount the leased vehicle sale price exceeds the purchase option amount,plus (viii) to the extent the purchase option amount exceeds the leased vehicle sale price, the lesser of (1) any amounts assessed by the servicer as a result of

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excessive wear and use or excess mileage, prorated annually, and (2) the amount by which the maturity date purchase option amount exceeds the leased vehicle sale price.

The“leased vehicle sale price” of a leased vehicle is determined under the related lease pursuant to one or more of the following methods, as specified in the lease:

(1) by agreement between the lessee and the lessor;

(2) by the disposition of the leased vehicle in a commercially reasonable manner;

(3) within ten days of the early termination, by an independent third-party appraiser acceptable to the lessee and the lessor and paid for by the lessee of the wholesale value of the leased vehicle that could be received at sale;

(4) if the leased vehicle is damaged, destroyed, stolen, abandoned or confiscated by any governmental authority, the leased vehicle is declared a total loss by the lessee’s insurance carriers, and the lessee has complied with the insurance requirements set forth in the lease at the time of the loss, the amount of the applicable insurance deductible owed by the lessee and the proceeds of the settlement of the insurance claim, unless the lessor agrees to a higher amount; or

(5) in some states, if the lessor elects to retain ownership of the leased vehicle for re-lease or other use, the wholesale value of the leased vehicle as specified in the current edition of the NADA Official Used Car Guide.

Each lease also allows the lessor to cause an early termination of the lease and repossess the related leased vehicle upon a lessee default. Events of default under a lease include, but are not limited to (1) the failure by a lessee to make a payment when due, (2) the failure of the lessee to provide truthful information on the credit application, (3) the failure of the lessee to timely or properly perform any obligation under the lease, or (4) the bankruptcy or other insolvency of the lessee.

If the lessor terminates a lease early due to a lessee default, the lessee will owe the early termination amount, including any reasonable attorneys’ fees and court costs, to the extent permitted by law.

The lessor may also cause an early termination of a lease if the related leased vehicle is damaged, destroyed, stolen, abandoned or confiscated by any governmental authority. If the lessor causes an early termination of the lease and the lessee has complied with the insurance requirements, paid the deductible and has satisfied all of the obligations under the lease, the lessor will accept the insurance loss proceeds as satisfaction in full of the lessee’s early termination amount. If the lessor causes an early termination and the lessee has not complied with the lease insurance requirements, has not paid the deductible or has not satisfied all of its obligations under the lease, the lessee will owe the lessor an amount equal to the difference between the early termination amount and any loss insurance proceeds received by the lessor with respect to the related leased vehicle.

Representations, Warranties and Covenants

The Included Units relating to an issuing entity will be identified in a schedule to the related Transaction SUBI Supplement. In each SUBI Sale Agreement, VW Credit will make representations and warranties with respect to each lease and related leased vehicle, including, among other things, that each lease met the eligibility criteria described under “The Leases—Characteristics of the Units—Eligibility Criteria and Portfolio Characteristics” in the applicable prospectus supplement as of the related cutoff date. On the applicable closing date, the seller will assign all of its rights under the SUBI Sale Agreement to the issuing entity.

Each SUBI Sale Agreement will also provide that if VW Credit, the seller or any other person identified in the applicable prospectus supplement discovers a breach of any representation or warranty referred to in the preceding paragraph that materially and adversely affects the related issuing entity’s interest in the related lease or leased vehicle, which breach is not cured in all material respects on or before the end of the collection period in

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which the servicer discovers such incorrectness (either pursuant to notice or otherwise), then the applicable Unit will be reallocated to the UTI on the payment date related to that collection period. In connection with this reallocation, VW Credit will be required to deposit into the related collection account a repurchase payment for the applicable Unit in an amount specified in the applicable prospectus supplement.

The repurchase payment must be made by VW Credit as of the payment date immediately following the day on which the related cure period ended. Upon making that payment, the related Unit will no longer constitute an Included Unit.

Insurance

Each lease contract requires the lessee to obtain and maintain vehicle liability and physical damage insurance on the leased vehicle. VW Credit’s dealer agreements include a requirement that the dealer provide VW Credit with written evidence that the lessee has physical damage and liability insurance which meets the requirements of the lease contract at the inception of the lease. The amount of insurance required by the lease contracts is at least equal to the amount required by applicable state law, subject to customary deductibles. VW Credit requires the policy to name the origination trust as additional insured with respect to liability and insured and loss payee with respect to physical damage. VW Credit currently monitors the ongoing status of insurance and attempts to cause the lessee to reinstate insurance in the event the lessee has allowed the policy to lapse; nevertheless, there can be no assurance that each leased vehicle will continue to be covered by liability and physical damage insurance for the entire term of the lease or that VW Credit will continue to monitor insurance while the notes remain outstanding.

VW Credit does not require lessees to carry credit disability, credit life, credit health or other similar insurance coverage which provides for payments to be made on the leases on behalf of lessees in the event of disability or death. To the extent that the lessee obtains any of these insurance coverages, payments received on that coverage may, if permitted by applicable law, be applied to payments on the related lease to the extent that the lessee’s beneficiary chooses to do so.

PRE-FUNDING ARRANGEMENT

To the extent provided in the applicable prospectus supplement for a series of securities, the related servicing agreement or indenture may provide for a pre-funding arrangement which will be limited to a period not to exceed twelve months. Under the pre-funding arrangement, the related issuing entity commits to purchase additional beneficial interest in additional Units from the seller following the date on which the issuing entity is established and the related securities are issued. With respect to a series of securities, the pre-funding arrangement will require that any subsequent beneficial interest in additional Units transferred to the Transaction SUBI held by an issuing entity conform to the requirements and conditions in the related SUBI Transfer Agreement, including all of the same eligibility criteria as the initial leases. If a pre-funding arrangement is used in connection with the issuance of a series of securities, the servicer or the issuing entity will establish an account, known as the pre-funding account, in the name of the indenture trustee for the benefit of the securityholders. Up to 50% of the proceeds received from the sale of the securities will be deposited into the pre-funding account on the related Closing Date and thereafter funds will be released on one or more occasions during a specified period to purchase subsequent beneficial interest in additional units from the seller. Upon each conveyance of subsequent Units to the applicable issuing entity, an amount equal to the purchase price paid by the seller to VW Credit will be released from the pre-funding account and paid to the seller. If funds remain in the pre-funding account at the end of the funding period, those funds will be applied to prepay the securities in the manner set forth in the applicable prospectus supplement. Amounts on deposit in the pre-funding account may be invested in eligible investments, as specified in the applicable prospectus supplement. Information regarding the subsequent beneficial interest in additional Units will be included, if required, under Item 1 in one or more Distribution Reports filed by the issuing entity on Form 10-D with the SEC pursuant to the Securities and Exchange Act of 1934, as amended (the“Exchange Act”).

The use of a pre-funding arrangement for a series of securities is intended to improve the efficiency of the issuance of the securities and the sale of the beneficial interest in additional Units on the Closing Date and during a specified period following the Closing Date for that series of securities. Pre-funding arrangements allow for a more

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even accumulation of the beneficial interest in additional Units by the seller and VW Credit and the issuance of a larger principal amount of securities than would be the case without a pre-funding arrangement.

You should be aware that the initial leases and the subsequent leases may be originated using credit criteria different from the criteria applied to the Included Units disclosed in the applicable prospectus supplement and may be of a different credit quality and seasoning. The credit quality of the subsequent leases may vary as a result of increases or decreases in the credit quality of the related lessees within the predefined acceptable range, which variations could impact the performance of the overall pool of leases. The portfolio of initial leases may also be subject to greater seasoning than the subsequent leases due to the length of time elapsed from the dates of origination of those leases and the sale of those leases to the related issuing entity.

Accordingly, less historical performance information may be available with respect to the subsequent leases. Moreover, following the transfer of subsequent leases to the applicable issuing entity, the characteristics of the entire pool of leases included in the issuing entity property may vary from those of the lessees initially transferred to the issuing entity.

MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS

Information regarding maturity, prepayment and yield considerations with respect to each series of notes and certificates is set forth under “Weighted Average Life of the Securities” in the applicable prospectus supplement. The rate of payment of principal of the securities of any series will depend on the rate of payments on the related Included Units (including scheduled monthly payments on and prepayments and liquidations of the leases) and losses on the Included Units, which cannot be predicted with certainty.

A prepayment of a lease in full (including payment in respect of the stated residual value of the related leased vehicle) may be in the form of:

	•		net proceeds resulting from early lease terminations;

	•		sales proceeds following a default under the lease; or

	•		repurchase payments made by VW Credit.

The rate of prepayment on the leases may be influenced by a variety of economic, social and other factors, including the availability of competing lease programs and the conditions in the used motor vehicle market. In general, prepayments of leases will shorten the weighted average life of the related series of securities, which is the average amount of time during which each dollar of the principal amount or certificate balance, as applicable, of a security is outstanding. As the rate of payment of principal on (or the certificate balance of) the securities of any series will depend primarily on the rate of payment — including prepayments — of the related leases, the final payment of principal of (or the final distribution on) a class of a series of securities could occur significantly earlier than the applicable final scheduled payment date. If lease prepayments cause the principal of, or certificate balance on, the related class of securities to be paid earlier than anticipated, the related securityholders will bear the risk of being able to reinvest principal payments at interest rates at least equal to the applicable interest rate.

Historical levels of lease delinquencies and defaults, leased vehicle repossessions and losses and residual value losses are discussed under “Origination and Servicing Procedures—Delinquency, Repossession and Loss Data” in this prospectus. VW Credit can give no assurances that the leases will experience the same rate of prepayment or default or any greater or lesser rate than VW Credit’s historical rate, or that the residual value experience of leased vehicles related to leases that are scheduled to reach their maturity dates will be the same as VW Credit’s historical residual value loss experience for all of the retail leases in its portfolio (including leases that VW Credit has sold to third parties but continues to service).

The effective yield on, and average life of, the securities of any series will depend upon, among other things, the amount of scheduled and unscheduled payments on or in respect of the related leases and related leased vehicles and the rate at which those payments are paid to the holders of the securities. In the event of prepayments

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of the leases, related securityholders who receive those amounts may be unable to reinvest the related payments received on their securities at yields as high as the related interest rate. The timing of changes in the rate of prepayments on the leases and payments in respect of the related leased vehicles may also significantly affect an investor’s actual yield to maturity and the average life of the securities. A substantial increase in the rate of payments on or in respect of the leases and related leased vehicles (including prepayments and liquidations of the leases) may shorten the final maturity of, and may significantly affect the yield on, the securities.

The yield to an investor who purchases securities of any series in the secondary market at a price other than par will vary from the anticipated yield if the rate of prepayment on the leases is actually different than the rate the investor anticipates at the time it purchases those securities.

In sum, the following factors will affect an investor’s expected yield:

(1) the price the investor paid for the securities of any series;

(2) the rate of prepayments, including losses, in respect of the leases and the related leased vehicles; and

(3) the investor’s assumed reinvestment rate.

These factors do not operate independently, but are interrelated. For example, if the rate of prepayments on the leases and the related leased vehicles is slower than anticipated, the investor’s yield will be lower if interest rates exceed the investor’s expectations and higher if interest rates fall below the investor’s expectations. Conversely, if the rate of prepayments on or in respect of the leases and the related leased vehicles is faster than anticipated, the investor’s yield will be higher if interest rates surpass the investor’s expectations and lower if interest rates fall below the investor’s expectations.

In addition, any securities outstanding for a series will be paid in full if and when the depositor or the servicer, as specified in the applicable prospectus supplement, elects to purchase the related Transaction SUBI Certificate from the issuing entity on any related payment date when the aggregate unpaid principal amount of those securities is less than or equal to a threshold percentage of the initial principal amount of those securities, as identified in the applicable prospectus supplement. Any securities of those series then outstanding at that time will be prepaid in whole at a redemption price equal to their unpaid principal amount plus accrued and unpaid interest.

NOTE FACTORS, CERTIFICATE FACTORS AND TRADING INFORMATION

The“note factor” for each class of notes will be a seven-digit decimal that the servicer will compute prior to each payment date with respect to that class of notes. The note factor represents the remaining outstanding principal amount of that class of notes as of that payment date (after giving effect to payments made on that payment date), expressed as a fraction of the initial outstanding principal amount of that class of notes. Each note factor will initially be 1.0000000, and will thereafter decline to reflect reductions in the principal amount of the related class of notes. A noteholder’s portion of the principal amount of the notes will be the product of (i) the original denomination of the note and (ii) the applicable note factor.

The“certificate factor” for each class of certificates will be a seven-digit decimal that the servicer will compute prior to each payment date with respect to that class of certificates. The certificate factor represents the remaining outstanding certificate balance of that class of certificates as of that payment date (after giving effect to payments made on that payment date), expressed as a fraction of the initial outstanding principal amount of that class of certificates. Each certificate factor will initially be 1.0000000, and will thereafter decline to reflect distributions to the related class of certificates. A certificateholder’s portion of the certificate balance of the certificates will be the product of (i) the original balance of the certificates and (ii) the applicable certificate factor.

Noteholders and/or certificateholders of a series will receive monthly reports concerning payments received on the related Included Units, the note factor and/or certificate factor, if applicable, and various other items of

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information. See “Description of the Transfer Agreements and the Administration Agreement—Payment Date Certificate” in the applicable prospectus supplement.

USE OF PROCEEDS

The net proceeds from the sale of securities of a given series will be applied by the seller (1) to purchase the Transaction SUBI Certificate and the beneficial interest in leases and leased vehicles from VW Credit pursuant to the related transaction documents, (2) to deposit any amounts, if applicable, to a pre-funding account, a reserve account or to fund any other collateral account, and (3) to pay other expenses in connection with the issuance of the securities. Any remaining amounts will be added to the seller’s general funds and may be dividended to VW Credit, as the sole equity member of the seller.

THE SELLER AND DEPOSITOR

The seller and depositor, Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a wholly owned special purpose, bankruptcy remote subsidiary of VW Credit, was formed as a limited liability company named Volkswagen Auto Lease Underwritten Funding, LLC under the laws of the State of Delaware on August 9, 2002. Volkswagen Auto Lease Underwritten Funding, LLC changed its name to Volkswagen Auto Lease/Loan Underwritten Funding, LLC on December 15, 2006. The principal offices of the seller are located at 2200 Ferdinand Porsche Drive, Herndon, Virginia 20171 and the telephone number is (703) 364-7000. The seller was organized solely for the limited purpose of acquiring beneficial interests in the origination trust and associated rights, acquiring motor vehicle loans and installment sales contracts from VW Credit, issuing securities and engaging in related transactions. The seller’s limited liability company agreement limits the activities of the seller to the foregoing purposes and to any activities incidental to and necessary for these purposes. Since its inception, the seller has been engaged in these activities solely as (i) the purchaser of beneficial interests in the origination trust from VW Credit pursuant to purchase agreements, (ii) the seller of beneficial interests in the origination trust to securitization trusts pursuant to sale agreements, (iii) the depositor that formed various securitization trusts pursuant to trust agreements and (iv) the entity that executes underwriting agreements and purchase agreements in connection with issuances of asset-backed securities. In 2006, the seller expanded its purposes and activities and has since acted as purchaser of motor vehicle loans and installment sales contracts from VW Credit pursuant to purchase agreements and the seller of motor vehicle loans and installment sales contracts to securitization trusts pursuant to sale and servicing agreements.

THE SECURITIES

A series of securities may include one or more classes of notes and certificates. Each issuing entity will issue the notes and the certificates for a particular series to the holders of record of the notes and the holders of record of the certificates, respectively. The following summary, together with the summaries contained under “—The Notes” and “—The Certificates” in the applicable prospectus supplement, describe all of the material terms of the offered securities. However, this summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the securities and the other transaction documents and the applicable prospectus supplement.

The Notes

With respect to each issuing entity that issues notes, one or more classes of notes of the related series will be issued pursuant to the terms of an indenture, a form of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. The applicable prospectus supplement will specify which class or classes of notes, if any, of a series are being offered pursuant to the applicable prospectus supplement.

Unless the applicable prospectus supplement specifies that the notes are offered in definitive form, the notes will be available for purchase in the denominations specified in the applicable prospectus supplement and in book-entry form only. Securityholders will be able to receive notes in definitive registered form only in the limited circumstances described in this prospectus or in the applicable prospectus supplement. See “The Securities—Definitive Securities” in this prospectus.

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The timing and priority of payment, seniority, allocations of losses, interest rate and amount of or method of determining payments of principal of and interest on each class of notes of a given series will be described in the applicable prospectus supplement. The rights of holders of any class of notes to receive payments of principal and interest may be senior or subordinate to the rights of holders of any other class or classes of notes of that series, as described in the applicable prospectus supplement. Payments of interest on the notes of a series will be made prior to payments of principal thereon. To the extent provided in the applicable prospectus supplement, a series may include one or more classes of Strip Notes entitled to:

	•		principal payments with disproportionate, nominal or no interest payments; or

	•		interest payments with disproportionate, nominal or no principal payments.

Each class of notes may have a different interest rate, which may be a fixed, variable or adjustable interest rate, and which may be zero for certain classes of Strip Notes, or any combination of the foregoing. The applicable prospectus supplement will specify the interest rate for each class of notes of a given series or the method for determining the interest rate. One or more classes of notes of a series may be redeemable in whole or in part under the circumstances specified in the applicable prospectus supplement, including at the end of a pre-funding period or as a result of the depositor’s, servicer’s or another entity’s exercising of its option to purchase the assets of the issuing entity.

To the extent specified in any applicable prospectus supplement, one or more classes of notes of a given series may have fixed principal payment schedules. Noteholders of these notes would be entitled to receive as payments of principal on any given payment date the applicable amounts set forth on the schedule with respect to their notes, in the manner and to the extent set forth in the applicable prospectus supplement.

If so specified in the applicable prospectus supplement, payments of interest to all noteholders of a particular class or to one or more other classes will have the same priority. Under some circumstances, the amount available for those payments could be less than the amount of interest payable on the notes on any payment date, in which case each noteholder of a particular class will receive its ratable share, based upon the aggregate amount of interest payable to that class of noteholders, of the aggregate amounts available to be distributed on the notes of that series.

With respect to a series that includes two or more classes of notes, each class may differ as to the timing and priority of payments, seniority, allocations of losses, final maturity date, interest rate or amount of payments of principal or interest, or payments of principal or interest in respect of any class or classes may or may not be made upon the occurrence of specified events relating to the performance of the leases and related leased vehicles, including loss, delinquency and prepayment experience, the related subordination and/or the lapse of time or on the basis of collections from designated portions of the related pool of leases and related leased vehicles. If an issuing entity issues two or more classes of notes, the sequential order and priority of payment in respect of principal and interest, and any schedule or formula or other provisions applicable to the determination of interest and principal payments of each class of notes will be set forth in the applicable prospectus supplement. Generally, the related rating agencies, the credit enhancement provider, if any, and the prevailing market conditions at the time of issuance of the notes of a series dictate the applicable specified terms with respect to that series. Payments in respect of principal and interest of any class of notes will be made on a pro rata basis among all the noteholders of that class.

The Certificates

If the issuing entity is a trust, the series may include one or more classes of certificates. The certificates will be issued by the issuing entity pursuant to the terms of a trust agreement, the form of which has been filed as an exhibit to the registration statement of which this prospectus is a part. The applicable prospectus supplement will specify which class or classes of certificates, if any, of a series are being offered pursuant to the applicable prospectus supplement.

Unless the applicable prospectus supplement specifies that certificates are offered in definitive form, the certificates will be available in the denominations specified in the applicable prospectus supplement and in book-

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entry form only, other than the certificates sold to the depositor, as described in the applicable prospectus supplement.

The timing and priority of distributions, seniority, allocations of losses, interest rate and amount of or method of determining distributions with respect to principal and interest on each class of certificates will be described in the applicable prospectus supplement. Distributions of interest on certificates will be made on the dates specified in the applicable prospectus supplement and will be made prior to distributions with respect to principal of such certificates. To the extent provided in the applicable prospectus supplement, a series may include one or more classes of Strip Certificates entitled to:

	•		distributions of principal with disproportionate, nominal or no interest distributions; or

	•		interest distributions with disproportionate, nominal or no distributions of principal.

Each class of certificates may have a different interest rate, which may be a fixed, variable or adjustable interest rate, and which may be zero for certain classes of Strip Certificates, or any combination of the foregoing. The applicable prospectus supplement will specify the interest rate for each class of certificates of a given series or the method for determining such interest rate. Distributions on the certificates of a given series that includes notes may be subordinate to payments on the notes of that series as more fully described in the applicable prospectus supplement. Distributions of interest on and principal of any class of certificates will be made on a pro rata basis among all the certificateholders of that class.

If the depositor, the servicer or another entity exercises its option to purchase the assets of an issuing entity in the manner and on the respective terms and conditions described under “The Transaction Documents—Termination” in this prospectus, the outstanding certificates may be redeemed as set forth in the applicable prospectus supplement.

With respect to a series that includes two or more classes of certificates, each class may differ as to timing and priority of distributions, seniority, allocations of losses, interest rate or amount of distributions of principal or interest, or distributions of principal or interest of any class or classes may or may not be made upon the occurrence of specified events relating to the performance of the leases and related leased vehicles, including loss, delinquency and prepayment experience, the related subordination and/or the lapse of time or on the basis of collections from designated portions of the related pool of leases and the related leased vehicles. If an issuing entity issues two or more classes of certificates, the sequential order and priority of payment in respect of principal and interest, and any schedule or formula or other provisions applicable to the determination of interest and principal payments of each class of certificates will be set forth in the applicable prospectus supplement. Generally the related rating agencies, the credit enhancement provider, if any, and the prevailing market conditions at the time of issuance of the certificates of a series dictate the applicable specified events with respect to that series.

Ratings of the Securities

It will be a condition to the issuance of each class of securities specified as being offered by the applicable prospectus supplement that each class of offered securities be rated in one of the four highest generic rating categories established for the securities by at least one nationally recognized statistical rating agency and receive the rating specified in the applicable prospectus supplement by at least one rating agency.

Revolving Period and Amortization Period

If the applicable prospectus supplement so provides, there may be a period commencing on the date of issuance of a class or classes of securities of a series and ending on the date set forth in the applicable prospectus supplement during which no principal payments will be made to one or more classes of securities of the related series as are identified in the applicable prospectus supplement (the“revolving period”). The revolving period may not be longer than three years from the date of issuance of a class of securities of a series. During the revolving period, all collections of principal otherwise allocated to the securities may be:

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	•		used by the issuing entity during the revolving period to acquire the beneficial interest in additional leases and the related leased vehicles which satisfy the criteria set forth in the applicable prospectus supplement;

	•		held in an account and invested in Permitted Investments for later distribution to securityholders; or

	•		applied to those securities of the related series as then are in amortization, if any.

The material features and aspects of the revolving period, including the mechanics of the revolving period, underwriting criteria for assets acquired during the revolving period, a description of the party with authority to add, remove or substitute assets during the revolving period and the procedures for temporary re-investment of funds, will be described in the applicable prospectus supplement.

An“amortization period” is the period during which an amount of principal is payable to holders of a series of securities which, during the revolving period, were not entitled to those payments. If so specified in the applicable prospectus supplement, during an amortization period all or a portion of principal collections on the leases and related leased vehicles may be applied as specified above for a revolving period and, to the extent not so applied, will be distributed to the classes of notes or certificates. In addition, the applicable prospectus supplement will set forth the circumstances which will result in the commencement of an amortization period.

Each issuing entity which has a revolving period may also issue to the depositor a certificate evidencing a retained interest in the issuing entity not represented by the other securities issued by that issuing entity. As further described in the applicable prospectus supplement, the value of that retained interest will fluctuate as the amount of issuing entity property fluctuates and the amount of notes and certificates of the related series of securities outstanding is reduced.

Series of Securities

Each issuing entity will issue only one series of securities; however, each series may contain one or more classes of notes and/or certificates. The terms of each class of securities will be fully disclosed in the applicable prospectus supplement for each series.

Book-Entry Registration

Each class of securities offered by the applicable prospectus supplement will be available only in book-entry form except in the limited circumstances described under “—Definitive Securities” in this prospectus. All securities will be held in book-entry form by The Depository Trust Company, or “DTC,” in the name of Cede & Co., as nominee of DTC. Investors’ interests in the securities will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. Investors may hold their securities through DTC, Clearstream Banking Luxembourg S.A. (“Clearstream”), or Euroclear Bank S.A./N.V. (“Euroclear”), which will hold positions on behalf of their customers or participants through their respective depositories, which in turn will hold such positions in accounts as DTC participants. The securities will be traded as home market instruments in both the U.S. domestic and European markets. Initial settlement and all secondary trades will settle in same-day funds.

Investors electing to hold their securities through DTC will follow the settlement practices applicable to U.S. corporate debt obligations. Investors electing to hold global securities through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobounds, except that there will be no temporary global securities and no “lock-up” or restricted period.

Actions of noteholders under the indenture will be taken by DTC upon instructions from its participants and all payments, notices, reports and statements to be delivered to noteholders will be delivered to DTC or its nominee as the registered holder of the book-entry securities for distribution to holders of book-entry securities in accordance with DTC’s procedures.

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Investors should review the procedures of DTC, Clearstream and Euroclear for clearing, settlement and withholding tax procedures applicable to their purchase of the securities.

Definitive Securities

The securities of a given series will be issued in fully registered, certificated form to owners of beneficial interests in a global security or their nominees rather than to DTC or its nominee, only if:

	•		the administrator advises the indenture trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the securities, and the indenture trustee or the administrator, as applicable, is unable to locate a qualified successor;

	•		the administrator, at its option, elects to terminate the book-entry system through DTC; or

	•		after an event of default, beneficial owners representing in the aggregate a majority of the outstanding principal amount of the controlling class or of all the securities (as specified in the applicable prospectus supplement), advise the indenture trustee through DTC in writing that the continuation of a book-entry system through DTC (or its successor) is no longer in the best interest of those owners.

Payments or distributions of principal of, and interest on, the securities will be made by a paying agent directly to holders of securities in definitive registered form in accordance with the procedures set forth in this prospectus, the applicable prospectus supplement and in the related indenture or the related trust agreement. Payments or distributions on each payment date and on the final scheduled payment date, as specified in the applicable prospectus supplement, will be made to holders in whose names the definitive securities were registered on (i) for any definitive securities, the close of business on the last business day of the calendar month immediately preceding the calendar month in which such payment date or redemption date occurs, (ii) for any book-entry securities, the close of business on the business day immediately preceding such payment date or redemption date, or (iii) any other day specified in the applicable prospectus supplement (the“Record Date”). Payments or distributions will be made by check mailed to the address of each securityholder as it appears on the register maintained by the indenture trustee or by other means to the extent provided in the applicable prospectus supplement. The final payment or distribution on any security, whether securities in definitive registered form or securities registered in the name of Cede & Co., however, will be made only upon presentation and surrender of the security at the office or agency specified in the notice of final payment or distribution to securityholders.

Securities in definitive registered form will be transferable and exchangeable at the offices of the trustee or indenture trustee, or at the offices of a transfer agent or registrar named in a notice delivered to holders of securities in definitive registered form. No service charge will be imposed for any registration of transfer or exchange, but the owner trustee, indenture trustee, transfer agent or registrar may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Access to Securityholder Lists

If definitive securities are issued in the limited circumstances set forth above, and if the indenture trustee is not the registrar for the securities, the issuing entity will furnish or cause to be furnished to the indenture trustee a list of the names and addresses of the securityholders:

	•		as of each Record Date, within five days of that Record Date; and

	•		within 30 days after receipt by the issuing entity of a written request from the owner trustee or indenture trustee for that list, as of not more than ten days before that list is furnished.

Neither the trust agreement nor any applicable indenture will provide for the holding of annual or other meetings of securityholders.

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Statements to Securityholders

With respect to each series of securities, on each payment date the owner trustee or indenture trustee, as applicable, will include with each payment or distribution to each securityholder a statement (prepared by the servicer) setting forth for that payment date and the related collection period, at a minimum, the following information (and any additional information so specified in the applicable prospectus supplement) to the extent applicable to that series of securities:

(i) the amount of collections for that collection period;

(ii) the amount of available funds for that collection period;

(iii) the amount of interest accrued since the preceding payment date on each class of notes;

(iv) the outstanding balance of each outstanding class of securities issued by an issuing entity, in each case before giving effect to payments on that payment date;

(v) (A) the amount on deposit in the reserve account and the targeted reserve account balance, each as of the beginning and end of the related collection period, (B) the amount deposited in the reserve account in respect of that payment date, if any, (C) the amount, if any, to be withdrawn from the reserve account on that payment date, (D) the balance on deposit in the reserve account on that payment date after giving effect to withdrawals therefrom and deposits thereto in respect of that payment date and (E) the change in that balance from the immediately preceding payment date;

(vi) the aggregate amount being paid on that payment date in respect of interest on and principal of each class of the notes;

(vii) payments of principal on the notes for that payment date;

(viii) the note factor for each class of the notes, after giving effect to distributions to the securityholders on that payment date;

(ix) the aggregate amount of residual losses and credit losses for that collection period;

(x) the amount of advances by the servicer included in available funds for that collection period;

(xi) the amount of any advance reimbursement for that collection period;

(xii) the amounts released to the holders of the issuing entity’s certificates on that payment date; and

(xiii) the servicing fee and the administration fee for that collection period.

Unless definitive securities are issued, DTC will supply these reports to securityholders in accordance with its procedures. Since owners of beneficial interest in a global security of a given series will not be recognized as securityholders of that series, DTC will not forward monthly reports to those owners. Copies of monthly reports may be obtained by owners of beneficial interests in a global security by a request in writing addressed to the trustee or indenture trustee, as applicable.

Within a reasonable period of time after the end of each calendar year during the term of each issuing entity, but not later than the latest date permitted by applicable law, the owner trustee, indenture trustee or paying agent will furnish information required to complete federal income tax returns to each person who on any Record Date during the calendar year was a registered securityholder. See “Material Federal Income Tax Consequences” in this prospectus.

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Restrictions on Ownership and Transfer

To the extent described in the applicable prospectus supplement, there may be restrictions on ownership or transfer of any securities of a series. Further, the securities of any series are complex investments. Only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of the investment and the interaction of these factors should consider purchasing any series of securities. See “Risk Factors—The securities are not suitable investments for all investors, and may not be a suitable investment for you” in this prospectus. In addition, because the securities of a series will not be listed on any securities exchange, you could be limited in your ability to resell them. See “Risk Factors—The absence of a secondary market for the securities could limit your ability to resell your securities” in this prospectus.

THE TRANSACTION DOCUMENTS

The following summary describes the material terms of:

	•		each “SUBI sale agreement” pursuant to which the depositor will purchase the Transaction SUBI Certificate from VW Credit;

	•		each “SUBI transfer agreement” pursuant to which the issuing entity will purchase the Transaction SUBI Certificate from the depositor;

	•		each “administration agreement”, if any, pursuant to which VW Credit or another party specified in the applicable prospectus supplement will undertake specified administrative duties with respect to an issuing entity; and

	•		the Servicing Agreement and each “Transaction SUBI Servicing Supplement” pursuant to which the servicer will agree to service the Included Units.

Forms of the transaction documents described above have been filed as exhibits to the registration statement of which this prospectus is a part. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of each applicable SUBI sale agreement, SUBI transfer agreement, administration agreement, the Servicing Agreement, the Transaction SUBI Servicing Supplement and the applicable prospectus supplement.

Transfer and Assignment of the Transaction SUBI Certificate

Transfer and Assignment by VW Credit.Prior to the issuance of a series of securities by the issuing entity, pursuant to the relevant SUBI sale agreement, VW Credit will sell and assign to the depositor, without recourse, all of its right, title and interest in the Transaction SUBI Certificate, including its security interest in VW Credit’s beneficial interest of the Included Units.

Contribution and Assignment by the Depositor.Prior to the issuance of a series of securities by the issuing entity, the depositor will sell, contribute and/or assign to that issuing entity, without recourse, pursuant to the relevant SUBI transfer agreement, all of depositor’s right, title and interest in and to the Transaction SUBI Certificate, assign to the issuing entity all of its rights under the related SUBI Sale Agreement and deliver the related Transaction SUBI Certificate to the issuing entity.

Immediately following the transfer of the Transaction SUBI Certificate to the related issuing entity, the issuing entity will pledge its interest in the issuing entity property, which includes the Transaction SUBI Certificate, to the indenture trustee as security for the notes or to the owner trustee as security for the certificates, as specified in the applicable prospectus supplement. See “Description of the Indenture” in this prospectus for more information regarding the Indenture.

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Representations and Warranties.After the transfer of the Transaction SUBI Certificate to the issuing entity, VW Credit will be obligated to cause the repurchase of any Units which do not comply with representations and warranties about the Units made by VW Credit in the related SUBI Sale Agreement. Those representations and warranties relate primarily to the origination of the Units and do not typically relate to the creditworthiness of the related lessees, the collectibility of the leases or the resale value of the related leased vehicles at termination or expiration of the leases. See “The Leases—Representations, Warranties and Covenants” in this prospectus. In addition, VW Credit, as servicer, may be required to cause the repurchase of Units in other circumstances to the extent set forth in the applicable prospectus supplement or in this prospectus in “Origination and Servicing Procedures—Extensions and Pull-Aheads.” The repurchase price of a Unit will be specified in the applicable prospectus supplement.

The Servicing Agreement

Under the Servicing Agreement for each issuing entity, the servicer will manage the origination trust as agent for, and subject to the supervision, direction and control of, the origination trust. The obligations of the servicer include, among other things, acquiring vehicles and originating leases on behalf of the origination trust, collecting and posting payments, responding to inquiries of lessees, investigating delinquencies, sending payment statements and reporting required tax information (if any) to lessees, disposing of returned vehicles, commencing legal proceedings to enforce leases and servicing the leases, including accounting for collections and generating federal income tax information. In this regard, the servicer will make reasonable efforts to collect all amounts due on or in respect of the leases. The servicer will be obligated to service the leases in accordance with the customary practices of the servicer with respect to the vehicles and leases held by the origination trust, without regard to whether those vehicles and leases have been allocated into a SUBI portfolio, as those practices may be changed from time to time (the “customary servicing practices”), using the same degree of skill and attention that the servicer exercises with respect to all comparable retail automotive leases that it services for itself or others.

As holder and pledgee of a Transaction SUBI Certificate, each issuing entity and the related indenture trustee, respectively, will be third-party beneficiaries of the related Transaction SUBI Servicing Supplement.

Each Transaction SUBI Servicing Supplement will require the servicer to apply for and maintain all licenses and make all filings required to be held or filed by the origination trust in connection with the ownership of leases and leased vehicles and to take all necessary steps to evidence the origination trust’s ownership on the certificates of title to the leased vehicles.

The servicer will be responsible for filing all periodic sales and use tax or property tax reports, periodic renewals of licenses and permits, periodic renewals of qualifications to act as a statutory trust and a business trust and other governmental filings, registrations or approvals arising with respect to or required of the origination trust.

Custody of Lease Documents and Certificates of Title

To reduce administrative costs and facilitate servicing of the leases and VW Credit’s own portfolio of leases, the origination trust has appointed the servicer as its agent and bailee of the leases, the certificates of title relating to the leased vehicles and any other related items that from time to time come into possession of the servicer. Such documents will not be physically segregated from other leases, certificates of title or other documents related to other leases and vehicles owned or serviced by the servicer, including leases and vehicles which are UTI Assets or Other SUBI Assets. The servicer may delegate specific custodian duties to sub-contractors who are in the business of performing those duties. (For example, the servicer has hired a third-party to hold original certificates of title for vehicles that it services.) The accounting records and certain computer systems of VW Credit will reflect the allocation of the leases and leased vehicles to the Transaction SUBI relating to a series of notes and the interest of the holders of the related Transaction SUBI Certificate in those leases and leased vehicles.

The Collection Account and Permitted Investments

With respect to each issuing entity, the servicer, the owner trustee or the indenture trustee will establish and maintain one or more accounts, known collectively as the collection account, in the name of the related owner

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trustee or indenture trustee on behalf of the related securityholders and any other secured party described in the applicable prospectus supplement into which, among other things, payments received on or in respect of the leases and the leased vehicles and amounts released from any reserve or spread account will be deposited for payment to the related securityholders as described in the applicable prospectus supplement. Funds in the collection account will be invested in Permitted Investments by the indenture trustee, acting at the direction of the administrator. Permitted Investments are limited to investments acceptable to each rating agency rating the applicable securities and which are consistent with the rating of those securities. Permitted Investments made with respect to the collection account will generally mature no later than the day before the next following payment date and income from amounts on deposit in the collection account which are invested in Permitted Investments will be applied as set forth in the applicable prospectus supplement.

The accounts to be established with respect to each issuing entity, including any reserve or spread account and related collection accounts, will be described in the applicable prospectus supplement.

Servicing Fee

The servicer will be entitled to a monthly servicing fee as compensation for the performance of its obligations under each Transaction SUBI Servicing Supplement. The precise calculation of this monthly servicing fee will be specified in the applicable prospectus supplement and the related transaction documents. The servicer or its designee will also be entitled to retain, as additional compensation, supplemental servicing fees as described in the applicable prospectus supplement. To the extent specified in the applicable prospectus supplement, the servicer or its designee may also be entitled to receive net investment income from Permitted Investments as additional servicing compensation. The servicer will not be entitled to reimbursement for any expenses incurred by it in connection with its servicing activities under the servicing agreements, except to the extent specified in the applicable prospectus supplement and the related transaction documents.

Collections

General.Under the Transaction SUBI Servicing Supplement for each issuing entity, unless the monthly remittance condition described under “—Monthly Remittance Condition” below is satisfied, the servicer will deposit an amount equal to collections into the related collection account within two business days of identification by the servicer. For a description of what constitutes “Collections,” please see “Description of the Transfer Agreements and the Administration Agreement—Payments on the Notes—Determination of Available Funds” in the accompanying prospectus supplement. If the monthly remittance condition is satisfied, then VW Credit as servicer will remit an amount equal to collections it receives into the collection account on the following payment date.

Consistent with its customary servicing practices, the servicer may, in its discretion, extend the original maturity date of any lease. However, if the servicer grants a postmaturity term extension, the servicer will be required to purchase that Included Unit, as described under “Origination and Servicing Procedures—Extensions and Pull-Aheads” in this prospectus. The servicer may also, in accordance with its customary servicing practices, waive any late payment charges, excess wear and use charges, excess mileage charges or any other fees that may otherwise be collected in the ordinary course of servicing the leases.

Monthly Remittance Condition.The Transaction SUBI Servicing Supplement will require the servicer to make deposits of an amount equal to all collections received on or in respect of the Included Units into the collection account within two business days after identification unless the monthly remittance condition is satisfied. If the monthly remittance condition as specified in the applicable prospectus supplement is satisfied, then the servicer may make deposits of an amount equal to all collections received during any collection period (net of any amounts which otherwise would be paid to the servicer or its affiliates) into the collection account on the following payment date. See “Risk Factors—The servicer’s commingling of funds with its own funds could result in a loss” in this prospectus.

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Credit and Cash Flow Enhancement

The amounts and types of credit and cash flow enhancement arrangements, if any, and the provider thereof, if applicable, with respect to each class of securities of a given series will be set forth in the applicable prospectus supplement.

Credit and cash flow enhancements are intended to enhance the likelihood of receipt by the securityholders of the full amount of interest and principal due on their securities.

Credit and cash flow enhancements may not provide protection against all risks of loss and do not guarantee payment of interest and repayment of the entire principal amount of your securities. If losses on leases and related leased vehicles exceed the credit enhancement available, securityholders will bear their allocable share of the loss. The amount and the type of credit and payment enhancements for each class of securities will be described in the applicable prospectus supplement, but will be limited to the types of credit and cash flow enhancement arrangements specified in this prospectus.

Applicable credit enhancements may include the following:

	•		A reserve account or cash deposit available to cover trustee fees and expenses, servicing fees, reimbursement of servicer advances, payments to interest rate or currency hedge providers, interest payments on the securities, priority principal payments and final principal payments if collections on the leases and related leased vehicles were insufficient. Any amounts remaining on deposit after payment of all fees and expenses owing by the issuing entity and amounts owing on the securities would be returned to the depositor or other provider of the cash or deposit.

	•		Excess interest available to cover trustee fees and expenses, servicing fees, reimbursement of servicer advances, payments to interest rate or currency hedge providers, interest payments on the securities, and principal payments on the securities. The amount of excess spread will depend on factors such as APRs, interest rates on the securities, prepayments, yield supplement overcollateralization amounts and losses.

	•		Overcollateralization, which is the amount by which the aggregate securitization value of the Included Units exceeds the incentive rate leases (also known as “subvented leases”).

	•		Yield supplement discount arrangements for subvented leases where the payments due under certain subvented leases are discounted at both the implicit lease rate and at a higher rate and the aggregate difference of the discounted payments in each month is subtracted from the aggregate securitization value in order to increase the amount of principal required to be paid on each payment date.

	•		One or both of the following structural features: subordination that will cause more junior classes of securities to absorb losses before more senior classes and “turbo” payments where interest as well as principal collections from the leases and related leased vehicles will be used to repay a class or classes of securities and no amounts are released to the residual until such class or classes are paid.

Applicable cash flow enhancements may include the following:

	•		Interest rate swaps where the issuing entity makes fixed payments on a monthly or quarterly basis to a swap counterparty and receives a payment based on LIBOR and interest rate caps where the issuing entity makes an upfront payment to a swap counterparty and receives a payment on a monthly or quarterly basis to the extent LIBOR exceeds a stated, or capped, amount.

	•		Currency swaps where the issuing entity makes fixed payments in one currency on a monthly or quarterly basis to a swap counterparty and receives a payment in a second currency based on the exchange rate between the two currencies.

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	•		Guaranteed investment contracts or guaranteed rate agreements under which in exchange for either a fixed one-time payment or a series of periodic payments the issuing entity will receive specified payments from a counterparty either in fixed amounts or in amounts sufficient to achieve the returns specified in the agreement and described in the applicable prospectus supplement.

	•		Third party payments or guarantees, under which a third party would pay amounts specified in the applicable prospectus supplement if other assets of the issuing entity were insufficient to make required payments or would pay if assets of the issuing entity were unavailable, such as collections held by the servicer at the time of a bankruptcy proceeding, or worth less than expected, such as the residual values of the leased vehicles.

	•		Surety bonds or insurance policies, which would be purchased for the benefit of the holders of any specified class of securities to assure distributions of interest or principal with respect to that class in the manner and amount specified in the applicable prospectus supplement.

	•		Letters of credit, under which the issuer of a letter of credit will be obligated to honor demands with respect to that letter of credit, to the extent of the amount available thereunder, and under the circumstances and subject to any conditions specified in the applicable prospectus supplement.

Any credit enhancement that constitutes a guarantee of the applicable securities will be separately registered under the Securities Act of 1933, as amended (the “Securities Act”) under a new registration statement, unless exempt from registration under the Securities Act.

The presence of credit enhancement for the benefit of any class or series of securities is intended to enhance the likelihood of receipt by the securityholders of that class or series of the full amount of principal and interest due thereon and to decrease the likelihood that those securityholders will experience losses. Any form of credit enhancement will have limitations and exclusions from coverage thereunder, which will be described in the applicable prospectus supplement. The credit enhancement for a class or series of securities will not provide protection against all risks of loss and may not guarantee repayment of the entire outstanding balance and interest thereon. If losses occur which exceed the amount covered by any credit enhancement or which are not covered by any credit enhancement, securityholders may suffer a loss on their investment in those securities, as described in the applicable prospectus supplement. In addition, if a form of credit enhancement covers more than one class of securities, securityholders of any given class will be subject to the risk that the credit enhancement will be exhausted by the claims of securityholders of other classes.

Like Kind Exchange Program

VW Credit has implemented a Like Kind Exchange Program (the “LKE Program”) for its lease portfolio. Previously, VW Credit recognized a taxable gain on the resale of most vehicles returned to the origination trust upon lease termination. The LKE Program is designed to permit VW Credit to defer recognition of taxable gain by exchanging relinquished vehicles for new vehicles (the “replacement vehicles”):

	•		The LKE Program requires the proceeds from the sale of relinquished vehicles, including the leased vehicles, to be assigned to, and deposited directly with, a qualified intermediary rather than being paid directly to VW Credit as servicer.

	•		The qualified intermediary uses the proceeds of the sale, together with additional funds, if necessary, to purchase replacement lease vehicles.

	•		Because the servicer will use the sales proceeds of the leased vehicles to acquire replacement vehicles, the servicer will deposit an amount equal to those sales proceeds at the required time into the collection account, however, in no event will the actual sales proceeds be deposited into the collection account except after the exercise of remedies upon an event of default under the indenture.

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The LKE Program also requires that there be no security interest in the amounts held by the qualified intermediary. Consequently, the indenture trustee will waive any security interest in any amounts held by the qualified intermediary.

Because the servicer will deposit amounts equal to the sales proceeds of leased vehicles at the required time into the collection account, the LKE program is not anticipated to have any adverse impact on the amounts and timing of payments to be received by the issuing entity from the disposition of leased vehicles. However, in the event of a bankruptcy of the servicer, the indenture trustee would not be a secured creditor with respect to any amounts then held by the qualified intermediary and, in that event, investors could incur losses.

Notification of Claims

The servicer will promptly notify VW Credit (in the event that VW Credit is not acting as the servicer) and the trustees of the origination trust upon its learning that a claim of whatever kind that would be indemnified by the servicer under the Servicing Agreement relating to a series of notes.

Advances

If and to the extent specified in the applicable prospectus supplement, on each payment date the servicer may be required to advance monthly payments on leases and/or the sales proceeds for the related leased vehicles due or expected but not received (or not received in full) during and prior to the related collection period. However the servicer will not be obligated to make an advance if funds available in the related collection account on that payment date are sufficient to make specified payments to the securityholders and other parties on that payment date. Further, the servicer will not be obligated to make an advance if the servicer reasonably determines in its sole discretion that that advance is not likely to be repaid from future cash flows from the related Transaction SUBI assets. No advances will be made with respect to defaulted leases. In making advances, the servicer will assist in maintaining a regular flow of scheduled principal and interest payments on the leases, rather than guaranteeing or insuring against losses. Accordingly, all advances will be reimbursable to the servicer, without interest, from collections on all the leases and leased vehicles prior to any distributions on the notes.

Sale and Disposition of Leased Vehicles

Under the Servicing Agreement for each issuing entity and in accordance with the servicer’s customary servicing practices, the servicer on behalf of the related issuing entity will use commercially reasonable efforts to enforce the provisions of the leases and to repossess or otherwise take possession of the leased vehicle related to any lease that may have terminated or expired or that the servicer may have determined (in accordance with its customary servicing practices) to be in default. See “Origination and Servicing Procedures—Collection and Repossession Procedures” and “Additional Legal Aspects of the Leases and the Leased Vehicles—Deficiency Judgments” in this prospectus.

Insurance on Leased Vehicles

Each lease will require the related lessee to maintain in full force and effect during the related lease term a comprehensive collision and physical damage insurance policy covering the actual cash value of the related leased vehicle and naming the origination trust as loss payee. See “The Leases—Insurance” for more information regarding insurance requirements. However, the servicer is not required to monitor whether the lessees have insurance, and the servicer will have no liability in the event any lessee fails to acquire that insurance.

Servicer Records, Determinations and Reports

The servicer will retain or cause to be retained all computer and/or manual records with respect to the related Included Units and the collections relating to each Included Unit in accordance with its customary servicing practices with respect to similar types of vehicles. Upon the occurrence and continuance of a servicer default and termination of the servicer’s obligations under the related Transaction SUBI Servicing Supplement, the servicer will

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use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the related Included Units to a successor servicer.

For each series of securities, the servicer will perform some monitoring and reporting functions on behalf of the depositor, the issuing entity and the noteholders, including the preparation and delivery to the issuing entity, the indenture trustee, the administrator and each paying agent, on or before each determination date prior to the satisfaction and discharge of the indenture, of a certificate setting forth all information necessary to make all distributions required on the related payment date, and to prepare statements setting forth the information described in this prospectus under “The Securities—Statements to Securityholders.” The servicer will also deliver an annual officer’s certificate specifying the occurrence and status of any servicer default.

Evidence as to Compliance

The Transaction SUBI Servicing Supplements will provide that a firm of independent registered public accountants (who may also render other services to the servicer, the depositor or their respective affiliates) will annually furnish to the servicer, the depositor, the indenture trustee, each rating agency and, if applicable, the related credit enhancement provider, a statement to the effect that they have attested to the assertion of authorized officers of the servicer that the servicing was conducted in compliance with certain applicable provisions of the Transaction SUBI Servicing Supplement in all material respects.

In addition, on or before March 30 of each calendar year such accountants will also furnish a report that expresses an opinion, or states that an opinion cannot be expressed, concerning the servicer’s assessment of compliance with the applicable servicing criteria.

Transaction SUBI Servicing Supplements will also provide for delivery, on or before March 30 of each calendar year, to the related issuing entity, and, if applicable, the related credit enhancement provider, a report regarding its assessment of compliance during the preceding fiscal year with all applicable servicing criteria set forth in relevant SEC regulations for asset-backed securities transactions that are backed by the same types of assets as those backing the securities. The servicer will also give the related issuing entity, indenture trustee, the administrator, each rating agency and, if applicable, the related credit enhancement provider, notice of any events of termination of the servicer under the related Transaction SUBI Servicing Supplements.

For so long as the issuing entity is required to report under the Exchange Act, an annual report of Form 10-K will be filed with the SEC within 90 days after the end of each fiscal year. The annual report will contain the statements, certificates and reports discussed above.

The Transaction SUBI Servicing Supplements will also provide that the servicer will deliver to each of the rating agencies, the issuing entity and the indenture trustee an annual certificate of an officer of the servicer with respect to certain Plans that are subject to ERISA and maintained or sponsored by the servicer or any of its ERISA affiliates.

Security Deposits

The origination trust’s rights related to the Included Units will include all rights under the leases to any refundable security deposits which may be paid by the lessees at the time the leases are originated. As part of its general servicing obligations, the servicer will retain possession of each security deposit remitted by the lessees and will apply the proceeds of these security deposits in accordance with the terms of the leases, its customary servicing practices and applicable law, including applying a security deposit in respect of any related lessee’s default or failure to pay all amounts required to be paid under the related lease or resulting from excess mileage or unreasonable wear to the related leased vehicle. However, in the event that any lease becomes a Charged-off Lease or, if earlier, the related leased vehicle is repossessed, the related security deposit will, to the extent provided by applicable law and that lease, constitute a Collection. On the payment date related to the collection period in which the security deposit becomes a Collection, the servicer will deposit those amounts in the collection account. The origination trust may not have an interest in the security deposits that is enforceable against third parties until they are deposited into the collection account. Each security deposit, after deduction for amounts applied towards the payment of any amount

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resulting from the related lessee’s default or failure to pay any amounts required to be paid under that lease or damage to the related leased vehicle, will be returned to the related lessee by the servicer; provided, however, that the servicer may retain a security deposit (including any interest thereon) until the related lessee has repaid all other charges owed under that lease. Unless required by applicable law, the servicer will not be required to segregate security deposits from its own funds. Any income earned from any investment on the security deposits by the servicer will be for the account of the servicer as additional servicing compensation (to the extent permitted by law and the applicable lease, and to the extent investment earnings are not required to be paid to the applicable lessee).

Servicer Replacement Events

The servicer replacement events under any Transaction SUBI Servicing Supplement will be specified in the applicable prospectus supplement.

Upon the occurrence of any servicer replacement event, the sole remedy available to the holder of the Transaction SUBI Certificate will be to remove the servicer and appoint a successor servicer, as provided in the applicable prospectus supplement. However, if the commencement of a bankruptcy or similar case or proceeding were the only servicer replacement event, and a bankruptcy trustee or similar official has been appointed for the servicer, the trustee or such official may have the power to prevent the servicer’s removal.

Rights Upon Default by the Servicer

Matters relating to the termination of the related servicer’s rights and obligations and the waiver of any defaults by the related servicer under the related servicing agreement will be described in the applicable prospectus supplement.

Amendment

Each of the transaction documents and each indenture may be amended in the manner and for the purposes described in the applicable prospectus supplement. In certain circumstances specified in that prospectus supplement, the related transaction documents and each indenture, the transaction documents and each indenture may be amended without the consent of the securityholders.

Termination

The Servicing Agreement for each issuing entity will terminate upon the earlier to occur of (a) the termination of the origination trust, (b) with respect to the servicer, the resignation or removal of the servicer with respect to that SUBI in accordance with the terms of the related Servicing Agreement, which will effect a termination only with respect to the related SUBI assets and not with respect to any other origination trust assets or (c) upon the mutual written determination of the origination trust and VW Credit.

The Administrator

VW Credit or another party specified in the applicable prospectus supplement, in its capacity as administrator under an administration agreement to be dated as of the closing date, will perform the administrative obligations required to be performed by the issuing entity under the indenture or trust agreement, as applicable, and the other transaction documents. With respect to any issuing entity, as compensation for the performance of the administrator’s obligations under the applicable administration agreement and as reimbursement for its expenses related thereto, the administrator will be entitled to an administration fee in an amount to be set forth in the applicable administration agreement.

Bankruptcy Provisions

Each party to the transaction documents relating to a series of securities (including the trustees of the origination trust, the owner trustee, the indenture trustee, if any, the issuing entity, the servicer and the administrator), each holder or pledgee of a Transaction SUBI (by virtue of its acceptance of the Transaction SUBI or

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pledge thereof) and each security holder and security owner (by accepting a security or a beneficial interest in a security) will covenant that for a period of one year and one day after payment in full of all amounts due under any financing involving any interest in the UTI, the related Transaction SUBI or any Other SUBI, that person will not institute or join in, any bankruptcy, reorganization, insolvency or liquidation proceeding or other similar proceeding against or to make a general assignment for the benefit of (or any creditor of) the origination trust, the depositor, the issuing entity or any other special purpose entity that holds a beneficial interest in the origination trust.

Repurchase Obligations

VW Credit will make representations and warranties in the SUBI Sale Agreement that each lease complies with all requirements of law in all material respects. If any such representation and warranty proves to be incorrect with respect to any lease, the result has certain material adverse effects and the breach is not timely corrected or cured, VW Credit will be required under the SUBI Sale Agreement to deposit an amount equal to the repurchase payment in respect of the applicable Unit into the collection account. VW Credit is subject from time to time to litigation alleging that the leases or its leasing practices do not comply with applicable law. The commencement of any such litigation generally would not result in a breach of any of VW Credit’s representations or warranties. See “The Leases—Representations, Warranties and Covenants” in this prospectus for further information regarding the foregoing representations and warranties and the servicer’s obligations with respect thereto.

DESCRIPTION OF THE INDENTURE

The following summary describes material terms of the indenture pursuant to which the issuing entity will issue a series of notes. A form of the indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the indenture and the applicable prospectus supplement.

Modification of Indenture

See “The Transaction Documents—Amendment” in this prospectus and “Description of the Transfer Agreements and the Administration Agreement—Amendment Provisions” in the applicable prospectus supplement.

Events of Default Under the Indenture; Rights Upon Event of Default

With respect to the notes of a given series, what constitutes an “event of default” under the related indenture will be specified in the applicable prospectus supplement.

The failure to pay principal of a class of notes generally will not result in the occurrence of an event of default under the indenture until the final scheduled payment date for that class of notes.

With respect to each series of securities, the rights and remedies of the related indenture trustee, the related holders of the securities and the related credit enhancement provider, if any, will be described in the applicable prospectus supplement.

Material Covenants

Each indenture will provide that each issuing entity will not, among other things:

	•		engage in any activities other than financing, acquiring, owning, pledging and managing the related Transaction SUBI Certificate and the other collateral as contemplated by the related indenture and the other related transaction documents;

	•		sell, transfer, exchange or otherwise dispose of any of its assets, except as expressly permitted by the related indenture and the other transaction documents;

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	•		claim any credit on or make any deduction from the principal and interest payable in respect of the notes of the related series — other than amounts withheld from such payments under the Internal Revenue Code of 1986, as amended (the “Code”) or applicable state law — or assert any claim against any present or former noteholder because of the payment of taxes levied or assessed upon any part of the issuing entity property;

	•		permit (1) the validity or effectiveness of the related indenture to be impaired, (2) the lien of the related indenture to be amended, hypothecated, subordinated, terminated or discharged, (3) any person to be released from any covenants or obligations under that indenture except as may be expressly permitted thereby, (4) any adverse claim (other than liens permitted under the transaction documents) to be created on or extend to or otherwise arise upon or burden any part of the related issuing entity property, or any interest therein or the proceeds therefrom or (5) (except as provided in the transaction documents) the lien of the indenture to not constitute a first priority security interest in related issuing entity property;

	•		incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the related transaction documents;

	•		dissolve or liquidate in whole or in part, except as permitted by the transaction documents; or

	•		merge or consolidate with any other person.

Annual Compliance Statement

Each issuing entity will be required to file annually with the related indenture trustee a written officer’s statement as to the fulfillment of its obligations under the indenture which, among other things, will state that to the best of the officer’s knowledge, the issuing entity has complied with all conditions and covenants under the indenture throughout that year, or, if there has been a default in the compliance of any condition or covenant, specifying each default known to that officer and the nature and status of that default.

Indenture Trustee’s Annual Report

If required by the Trust Indenture Act of 1939, the indenture trustee for each issuing entity will be required to mail each year to all related noteholders a brief report setting forth the following:

	•		any change to its eligibility and qualification to continue as indenture trustee under the related indenture;

	•		information regarding a conflicting interest of the indenture trustee;

	•		if the related indenture requires the indenture trustee to make advances, the character and amount of any advances made by it under the indenture which remain unpaid on the date of the report;

	•		the amount, interest rate and maturity date of any indebtedness owing by the issuing entity to the applicable indenture trustee in its individual capacity;

	•		any change to the property and funds physically held by the indenture trustee in its capacity as indenture trustee;

	•		any release, or release and substitution, of property subject to the lien of the related indenture that has not been previously reported;

	•		any additional issue of notes that has not been previously reported; and

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any action taken by it that materially affects the related notes or the issuing entity property and that has not been previously reported.

Documents by Indenture Trustee to Noteholders

The indenture trustee, at the expense of the issuing entity, will deliver to each noteholder, not later than the latest date permitted by law, such information as may be reasonably requested (and reasonably available to the indenture trustee) to enable such holder to prepare its federal and state income tax returns.

The indenture trustee for each series of notes will furnish to any noteholder promptly upon receipt of a written request by that noteholder (at the expense of the requesting noteholder), duplicates or copies of all reports, notices, requests, demands, certificates and any other instruments furnished to the indenture trustee under the transaction documents.

Satisfaction and Discharge of Indenture

An indenture will be discharged with respect to the collateral securing the related notes upon the delivery to the related indenture trustee for cancellation of the related notes or, subject to specified limitations — upon deposit with the indenture trustee of funds sufficient for the payment in full of principal of and accrued interest on the notes.

The Indenture Trustee

The indenture trustee for each issuing entity that issues notes will be specified in the applicable prospectus supplement. The principal office of the indenture trustee will be specified in the applicable prospectus supplement. The indenture trustee for any issuing entity may resign at any time, in which event the issuing entity will be obligated to appoint a successor trustee for such issuing entity. The issuing entity will remove an indenture trustee if such indenture trustee ceases to be eligible to continue as such under the related indenture or if such indenture trustee becomes insolvent. In such circumstances, the issuing entity will be obligated to appoint a successor trustee for the notes of the applicable issuing entity. In addition, a majority of the outstanding principal amount of the controlling class or of all the notes (as specified in the applicable prospectus supplement), may remove the indenture trustee without cause and may appoint a successor indenture trustee. Any resignation or removal of the indenture trustee and appointment of a successor trustee for the notes of the issuing entity does not become effective until acceptance of the appointment by the successor trustee for such issuing entity.

Additional matters relating to the indenture trustee are described under “The Trustees” in the applicable prospectus supplement.

THE TRUST AGREEMENT

The Owner Trustee

The owner trustee for any issuing entity that is a trust will be specified in the applicable prospectus supplement. The owner trustee’s liability in connection with the issuance and sale of the related notes is limited solely to the express obligations of the owner trustee set forth in the related issuing entity trust agreement. The owner trustee of each issuing entity may resign at any time (and, if the owner trustee ceases to be eligible, must resign immediately) by giving written notice to the administrator, the servicer, the depositor, the related indenture trustee and the holder of the issuing entity’s certificate or as otherwise provided in the prospectus supplement, whereupon the depositor and the administrator, acting jointly, will be obligated to appoint a successor owner trustee. The depositor or the administrator may remove an owner trustee if the owner trustee becomes insolvent, ceases to be eligible or becomes legally unable to act. Upon removal of the owner trustee of an issuing entity, the depositor and the administrator, acting jointly, will appoint a successor owner trustee. The principal offices of the applicable issuing entity and the related owner trustee will be specified in the applicable prospectus supplement.

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Authority and Duties of the Owner Trustee

An owner trustee will administer an issuing entity in the interest of the holder of the related issuing entity’s certificate, subject to the terms of the related transaction documents, in accordance with the issuing entity’s trust agreement and the other transaction documents applicable to a series of notes.

The owner trustee will not be required to perform any of the obligations of the issuing entity under any related transaction document that are required to be performed by the related servicer, depositor, administrator or the indenture trustee applicable to a series of notes.

The owner trustee for each issuing entity will not manage, control, use, sell, dispose of or otherwise deal with any part of the related issuing entity’s property except in accordance with (i) the powers granted to and the authority conferred upon that owner trustee pursuant to the related issuing entity’s trust agreement, (ii) the other transaction documents to which the issuing entity or the trustee is a party, and (iii) any document or instruction delivered to that owner trustee pursuant to the related trust agreement. In particular, the owner trustee for each issuing entity will not transfer, sell, pledge, assign or convey the related Transaction SUBI Certificate except as specifically required or permitted by the transaction documents relating to that series of notes.

THE ORIGINATION TRUST AGREEMENT AND
THE TRANSACTION SUBI SUPPLEMENT

The Transaction SUBI, Other SUBIs and the UTI

VW Credit, as the UTI beneficiary, is the initial beneficiary of the origination trust. The UTI beneficiary will hold the UTI, which represents an exclusive and undivided beneficial interest in all origination trust assets other than (a) any origination trust assets allocated to Other SUBIs and (b) the Included Units. The UTI beneficiary in the future may cause the UTI trustee to create Other SUBIs which the UTI beneficiary may sell or pledge in connection with financings similar to the transaction described in this prospectus. Each holder or pledgee of the UTI will be required to expressly waive any claim to all origination trust assets other than the UTI assets and to fully subordinate any of those claims in the event that the waiver is not given full effect. Each holder or pledgee of any Other SUBI will be deemed to have waived any claim to all origination trust assets, except for the related Other SUBI assets, and to fully subordinate those claims in the event that the waiver is not given effect. Except under the limited circumstances described in this prospectus under “Additional Legal Aspects of the Origination Trust and the Transaction SUBI — Allocation of Origination Trust Liabilities” and “The Origination Trust Agreement and the Transaction SUBI Supplement — The Transaction SUBI, Other SUBIs and the UTI,” the Included Units relating to a series of notes will not be available to make payments in respect of, or pay expenses relating to, the UTI or any Other SUBI. Origination trust assets allocated to the UTI and any Other SUBI Assets will not be available to make payments in respect of, or pay expenses relating to, the Transaction SUBI relating to a series of notes.

Each Transaction SUBI and each Other SUBI will be created pursuant to a separate supplement to the origination trust agreement, which will amend the origination trust agreement only with respect to the particular SUBI to which it relates. Each Transaction SUBI Supplement will amend the origination trust agreement only as it relates to the related Transaction SUBI.

All origination trust assets, including the Included Units relating to a series of notes, will be owned by the origination trust. Those Included Units will be segregated from the rest of the origination trust assets on the books and records of the origination trust and the servicer, and the holders of other beneficial interests in the origination trust — including the UTI and any Other SUBIs — will have no rights in or to those Included Units. Under the origination trust agreement, liabilities of the origination trust relating to a series of notes will be respectively allocated to the Included Units, the UTI Assets and Other SUBI Assets if incurred in each case with respect thereto, or will be allocated pro rata among all origination trust assets if incurred with respect to the origination trust assets generally.

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Resignation and Removal of the Trustees

The UTI trustee, the administrative trustee, the Delaware trustee and the SUBI trustee may at any time resign by giving thirty (30) days prior written notice to the UTI beneficiary and the related issuing entity relating to a series of notes, as holder of the related Transaction SUBI Certificate. Upon receiving the notice of resignation, the holder of the UTI (in the case of the UTI trustee, administrative trustee or Delaware trustee) or the holder of the applicable SUBI (in the case of a SUBI trustee) will promptly appoint a successor trustee who meets the eligibility requirements set forth in the origination trust agreement by written instrument.

If at any time (a) a trustee fails to be qualified in accordance with the origination trust agreement, (b) any representation or warranty made by a trustee pursuant to the origination trust agreement proves to have been untrue in any material respect when made, (c) a trustee is legally unable to act, (d) in certain events of bankruptcy or insolvency of a trustee, or (e) the holder of the UTI Certificate or any Transaction SUBI Certificate otherwise desires, in its sole discretion, to remove and replace the applicable trustee with respect to the UTI or the Transaction SUBI represented by such certificate, then such trustee may be removed upon written notice by the holder of the applicable UTI Certificate or SUBI Certificate or the assignee or pledgee of such UTI Certificate or SUBI Certificate in connection with a financing.

If a trustee resigns or is removed, the holder of the applicable UTI Certificate or Transaction SUBI Certificate shall promptly appoint a successor trustee by written instrument. Any resignation or removal of a trustee and appointment of a successor trustee shall not become effective until acceptance of appointment by the successor trustee.

A trustee will be under no obligation to exercise any of the discretionary rights or powers vested in it by the origination trust agreement, or to institute, conduct or defend any litigation under the origination trust agreement or in relation thereto, unless the party requesting such action has offered to such trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby.

Indemnity of Trustees

Each trustee and any trust agent will be indemnified and held harmless (but only out of and to the extent of the origination trust assets allocated to the portfolio for which such trustee acts as trustee) with respect to any loss, liability or expense, including reasonable attorneys’ and other professionals’ fees and expenses, arising out of or incurred in connection with (a) any of the origination trust assets (including, without limitation, any claims relating to leases, leased vehicles, consumer fraud, consumer leasing act violations, misrepresentation, deceptive and unfair trade practices, and any other claims arising in connection with any lease, personal injury or property damage claims arising with respect to any leased vehicle or any claim with respect to any tax arising with respect to any origination trust asset) or (b) such trustee’s or trust agent’s acceptance or performance of the trusts and duties contained under the origination trust agreement, with any allocation of such indemnification among the origination trust assets to be made as provided for in the origination trust agreement, provided, however, that neither a trustee nor any trust agent will be indemnified or held harmless out of the origination trust assets as to any claim (i) for which the UTI beneficiary, a servicer or any of their respective affiliates is liable and has paid, (ii) incurred by reason of such trustee’s or such trust agent’s willful misfeasance, bad faith or gross negligence, or (iii) incurred by reason of such trustee’s breach of its respective representations and warranties pursuant to any servicing agreement or of the origination trust agreement. The UTI trustee shall in no event have any recourse to any SUBI assets, including such SUBI assets which were UTI assets at the time a claim against the UTI trustee arose, and no SUBI trustee shall have any recourse to any UTI assets or any trust assets allocated to any other SUBI.

Issuing Entity as Third-Party Beneficiary

As the holder and pledgee of a Transaction SUBI Certificate, each issuing entity and the related indenture trustee, respectively, will be third-party beneficiaries of the Transaction SUBI Trust Agreement as it relates to the related Transaction SUBI.

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Termination

The origination trust will dissolve and the obligations and responsibilities of the UTI Beneficiary and the owner trustee will terminate upon the later to occur of the full payment of all amounts owed under the origination trust agreement, all of the Trust Agreements and Indentures and any financing in connection with all SUBIs.

Notes Owned by the Issuing Entity, the Depositor, the Servicer and their Affiliates

In general, except as otherwise described in this prospectus and the transaction documents relating to a series of notes, so long as any notes are outstanding, any notes owned by the issuing entity of a series of notes, the depositor, the servicer (so long as VW Credit or one of its affiliates is the servicer), the administrator or any of their respective affiliates will be entitled to benefits under those transaction documents, equally and proportionately to the benefits afforded other owners of the notes except that those notes will be deemed not to be outstanding for the purpose of determining whether the requisite percentage of the related noteholders have given any request, demand, authorization, direction, notice, consent or other action under the transaction documents.

Information Requests

The parties to the transaction documents relating to a series of notes will agree to provide any information reasonably requested by the servicer, the related issuing entity, the depositor or any of their affiliates, at the expense of the servicer, the related issuing entity, the depositor or any of their affiliates, as applicable, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle.

Securities and Exchange Act Filing

Each issuing entity will authorize the servicer and the depositor, or either of them, to prepare, sign, certify and file any and all reports, statements and information respecting the issuing entity and/or the notes required to be filed pursuant to the Exchange Act, and the rules and regulations thereunder.

ADDITIONAL LEGAL ASPECTS OF THE ORIGINATION
TRUST AND THE TRANSACTION SUBI

The Origination Trust

The origination trust is a Delaware statutory trust. As a Delaware statutory trust, the origination trust may be eligible to be a debtor in its own right under the United States Bankruptcy Code. See “Risk Factors—A depositor or sponsor bankruptcy could delay or limit payments to you” in this prospectus. As such, the origination trust may be subject to insolvency laws under the United States Bankruptcy Code or similar state laws (“insolvency laws”). If so, the automatic stay under the United States Bankruptcy Code and similar state provisions could result in a delay in payments to noteholders, and claims against the origination trust assets could have priority over the beneficial interest in those assets represented by the Transaction SUBI Certificate as more fully described under “Additional Legal Aspects of the Leases and the Leased Vehicles—Vicarious Tort Liability” in this prospectus.

Structural Considerations

Unlike many structured financings in which the holders of the securities have a direct ownership interest or a perfected security interest in the underlying assets being securitized, the issuing entity for each series of securities will not directly own the related Transaction SUBI assets. Instead, the origination trust will own the origination trust assets, including all Transaction SUBI assets, and the origination trustee will take actions with respect thereto in the name of the origination trust on behalf of and as directed by the beneficiaries of the origination trust (i.e., the holders of the UTI Certificate and all Other SUBI Certificates). The primary asset of each issuing entity will be a Transaction SUBI Certificate evidencing a 100% beneficial interest in the related Transaction SUBI assets, and the indenture trustee for that series of notes will take action with respect thereto in the name of the issuing entity and on behalf of the related noteholders and the depositor. Beneficial interests in the leases and leased vehicles represented

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by the Transaction SUBI Certificate, rather than direct legal ownership, are transferred under this structure in order to avoid the administrative difficulty and expense of retitling the leased vehicles in the name of the transferee. The origination trustee will segregate the Transaction SUBI assets allocated to a series of notes from the other origination trust assets on the books and records each maintains for these assets. Neither the servicer nor any holders of other beneficial interests in the origination trust will have rights in those Transaction SUBI assets, and payments made on any origination trust assets other than those Transaction SUBI assets generally will not be available to make payments on the related series of notes or to cover expenses of the origination trust allocable to such Transaction SUBI assets.

Allocation of Origination Trust Liabilities

The origination trust assets are and may in the future continue to be comprised of several portfolios of Other SUBI assets, together with the Included Units and the UTI assets. The UTI beneficiary may in the future pledge the UTI as security for obligations to third-party lenders, and may in the future create and sell or pledge Other SUBIs in connection with other financings. Pursuant to the origination trust agreement, as among the beneficiaries of the origination trust, an origination trust liability relating to a particular portfolio of origination trust assets will be allocated to and charged against the portfolio of origination trust assets to which it belongs. Origination trust liabilities and expenses incurred with respect to the origination trust assets generally will be borne pro rata among all portfolios of origination trust assets. The Transaction SUBI trustee and all of the trustees and the beneficiaries of the origination trust, including the issuing entity for any series of notes, will be bound by that allocation. In particular, the origination trust agreement will require the holders from time to time of the UTI Certificate and any Other SUBI Certificates to release and waive any claim they might otherwise have with respect to the Included Units and to fully subordinate any claims to the Included Units in the event that such waiver is not given effect. Similarly, the holders of the securities, or beneficial interests therein, will be deemed to have waived any claim they might otherwise have with respect to the UTI assets or any Other SUBI assets. See “The Origination Trust Agreement and the Transaction SUBI Supplement—The Transaction SUBI, Other SUBIs and the UTI” in this prospectus.

Because the issuing entity and the indenture trustee will not own directly or have a direct security interest in the Included Units, and since their respective interests generally will be an indirect beneficial ownership interest and a security interest in the indirect beneficial ownership interest, claims of third-party creditors of the origination trust will take priority over the interests of the issuing entity and the indenture trustees in those Included Units. Potentially material examples of those claims could include:

	(1)		tax liens arising against the depositor, VW Credit, the origination trust, the UTI beneficiary or the related issuing entity;

	(2)		liens arising under various federal and state criminal statutes;

	(3)		certain liens in favor of the Pension Benefit Guaranty Corporation; and

	(4)		judgment liens arising from successful claims against the origination trust arising from the operation of leased vehicles titled in the name of the origination trust.

See “Risk Factors—If ERISA liens are placed on the origination trust assets, you could suffer a loss,” “Risk Factors—Vicarious tort liability may result in a loss,” “Additional Legal Aspects of the Leases and the Leased Vehicles—Vicarious Tort Liability” and “—Consumer Protection Laws” for a further discussion of these risks.

The UTI beneficiary may create and sell or pledge Other SUBIs in connection with other financings. Each holder or pledgee of the UTI or any Other SUBI will be required to expressly disclaim any interest in the Transaction SUBI and the Included Units, and to fully subordinate any claims to the Transaction SUBI and the Included Units in the event that this disclaimer is not given effect.

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Insolvency Related Matters

As described under “The Origination Trust Agreement and the Transaction SUBI Supplement—The Transaction SUBI, Other SUBIs and the UTI” and “Additional Legal Aspects of the Origination Trust and the Transaction SUBI—Allocation of Origination Trust Liabilities” in this prospectus, each holder or pledgee of the UTI Certificate and any Other SUBI Certificate will be required to expressly disclaim any interest in the Included Units and to fully subordinate any claims to the Included Units in the event that disclaimer is not given effect. Similarly, the holder and pledgee of the Transaction SUBI Certificate will be required to expressly disclaim any interest in the UTI assets and Other SUBI assets and to fully subordinate any claims to the UTI assets and Other SUBI assets in the event that disclaimer is not given effect. Although no assurances can be given, the depositor believes that in the unlikely event of a bankruptcy of VW Credit, the Included Units relating to a series of notes would not be treated as part of VW Credit’s bankruptcy estate. In addition, steps have been taken to structure the transactions contemplated hereby that are intended to make it unlikely that the voluntary or involuntary application for relief by VW Credit under any insolvency laws will result in consolidation of the assets and liabilities of the origination trust, the depositor or the issuing entity with those of VW Credit. With respect to the depositor, these steps include its creation as a separate, special purpose limited liability company of which VW Credit is the sole equity member, pursuant to a limited liability agreement containing certain limitations, including the requirement that the depositor must have at all times at least one independent director and restrictions on the nature of its businesses and operations and on its ability to commence a voluntary case or proceeding under any insolvency law without the unanimous affirmative vote of the member and all directors, including the independent director.

However, delays in payments on a series of notes and possible reductions in the amount of those payments could occur if:

	•		a court were to conclude that the assets and liabilities of the origination trust, the depositor or the related issuing entity should be consolidated with those of VW Credit in the event of the application of applicable insolvency laws to VW Credit;

	•		a filing were to be made under any insolvency law by or against the origination trust, the depositor or the related issuing entity; or

	•		an attempt were to be made to litigate any of the foregoing issues.

If a court were to conclude that the transfer of a Transaction SUBI Certificate from VW Credit to the depositor, or the transfer of the Transaction SUBI Certificate from the depositor to the related issuing entity were not a true sale, or that the depositor and the related issuing entity should be treated as the same entity as VW Credit for bankruptcy purposes, any of the following could delay or prevent payments on related series of the notes:

	•		the automatic stay, which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the court and provisions of the United States Bankruptcy Code that permit substitution of collateral in certain circumstances;

	•		certain tax or government liens on VW Credit’s property having a prior claim on collections before the collections are used to make payments on the notes; or

	•		the related issuing entity not having a perfected security interest in the Included Units, on sales proceeds held by the qualified intermediary (as described under “The Transaction Documents—The Servicing Agreement—Like Kind Exchange Program”) or any cash collections held by VW Credit at the time that VW Credit becomes the subject of a bankruptcy proceeding.

In an insolvency proceeding of VW Credit, (1) repurchase payments made by VW Credit, as servicer, in respect of certain Included Units, (2) payments made by VW Credit on certain insurance policies required to be obtained and maintained by lessees pursuant to the leases, (3) unreimbursed advances made by VW Credit, as servicer, pursuant to the Transaction SUBI Servicing Agreement and (4) payments made by VW Credit to the depositor may be recoverable by VW Credit as debtor-in-possession or by a creditor or a trustee in bankruptcy of

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VW Credit as a preferential transfer from VW Credit if those payments were made within one year prior to the filing of a bankruptcy case in respect of VW Credit. In addition, the insolvency of VW Credit could result in the replacement of VW Credit as servicer, which could in turn result in a temporary interruption of payments on any series of notes. See “Risk Factors—A depositor or sponsor bankruptcy could delay or limit payments to you” and “—Adverse events with respect to VW Credit or its affiliates or third party providers to whom VW Credit outsources its activities could affect the timing of payments on your securities or have other adverse effects on your securities” in this prospectus.

On each closing date, Mayer Brown LLP, special counsel to the depositor, will deliver an opinion based on a reasoned analysis of analogous case law (although there is no precedent based on directly similar facts) to the effect that, subject to certain facts, assumptions and qualifications specified therein, under present reported decisional authority and applicable statutes to federal bankruptcy cases, if VW Credit were to become a debtor in a case under the United States Bankruptcy Code, it would not be a proper exercise by a court of its equitable discretion (i) to disregard the separate legal existence of any of the origination trust or the depositor from that of VW Credit and (ii) to order the substantive consolidation of the assets and liabilities of any of the origination trust or the depositor with the assets and liabilities of VW Credit. Among other things, that opinion will assume that each of the origination trust (or the Transaction SUBI trustee when acting on its behalf) and the depositor will follow certain procedures in the conduct of its affairs, including maintaining separate records and books of account from those of VW Credit, not commingling its respective assets with those of VW Credit, doing business in a separate office from VW Credit and not holding itself out as having agreed to pay, or being liable for, the debts of VW Credit. In addition, that opinion will assume that except as expressly provided by the origination trust agreement and the Servicing Agreement (each of which contains terms and conditions consistent with those that would be arrived at on an arm’s length basis between unaffiliated entities in the belief of the parties thereto), VW Credit generally will not guarantee the obligations of the origination trust or the depositor to third parties, and will not conduct the day-to-day business or activities of any thereof, other than in its capacity as servicer acting under and in accordance with the Servicing Agreement or in its capacity as administrator under the administration agreement. Each of VW Credit, the origination trust and the depositor intends to follow and has represented that it will follow these and other procedures related to maintaining the separate identities and legal existences of each of the origination trust and the depositor. Such a legal opinion, however, will not be binding on any court.

If a case or proceeding under any insolvency law were to be commenced by or against any of VW Credit, the origination trust or the depositor, and a court were to order the substantive consolidation of the assets and liabilities of any of those entities with those of VW Credit or if an attempt were made to litigate any of the foregoing issues, delays in distributions on the Transaction SUBI Certificate (and possible reductions in the amount of those distributions) to the issuing entity, and therefore to the noteholders, could occur.

VW Credit, as the UTI beneficiary, will treat its conveyance of each Transaction SUBI Certificate to the depositor as an absolute sale, transfer and assignment of all of its interest therein for all purposes. However, if a case or proceeding under any insolvency law were commenced by or against VW Credit, and VW Credit as debtor-in-possession or a creditor, receiver or bankruptcy trustee of VW Credit were to take the position that the sale, transfer and assignment of each Transaction SUBI Certificate by VW Credit to the depositor should instead be treated as a pledge of that Transaction SUBI Certificate to secure a borrowing by VW Credit, delays in payments of proceeds of that Transaction SUBI Certificate to the related issuing entity, and therefore to the noteholders, could occur or (should the court rule in favor of that position) reductions in the amount of those payments could result. On each closing date, Mayer Brown LLP, special counsel to the depositor, will deliver an opinion to the effect that, subject to certain facts, assumptions and qualifications specified therein, in the event that VW Credit were to become a debtor in a case under the United States Bankruptcy Code subsequent to the sale, transfer and assignment of the related Transaction SUBI Certificate to the depositor, the sale, transfer and assignment of the Transaction SUBI Certificate from VW Credit to the depositor would be characterized as an absolute sale, transfer and assignment, and the Transaction SUBI Certificate and the proceeds thereof would not be property of VW Credit’s bankruptcy estate. As indicated above, however, such a legal opinion is not binding on any court.

As a precautionary measure, the depositor will take the actions requisite to obtaining a security interest in each Transaction SUBI Certificate allocated to a series of notes as against VW Credit which the depositor will assign to the related issuing entity and the issuing entity will pledge to the indenture trustee. The indenture trustee will perfect its security interest in the Transaction SUBI Certificate. Accordingly, if the conveyance of the

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Transaction SUBI Certificate by VW Credit to the depositor were not respected as an absolute sale, transfer and assignment, the depositor (and ultimately the related issuing entity and the indenture trustee as successors in interest) should be treated as a secured creditor of VW Credit, although a case or proceeding under any insolvency law with respect to VW Credit could result in delays or reductions in distributions on the Transaction SUBI Certificate as indicated above, notwithstanding that perfected security interest.

In the event that the servicer were to become subject to a case under the United States Bankruptcy Code, certain payments made within one year of the commencement of that case (including advances and repurchase payments) may be recoverable by the servicer as debtor-in-possession or by a creditor or a trustee-in-bankruptcy as a preferential transfer from the servicer. See “Risk Factors—A depositor or sponsor bankruptcy could delay or limit payments to you” in this prospectus.

ADDITIONAL LEGAL ASPECTS OF THE LEASES AND THE LEASED VEHICLES

Vicarious Tort Liability

Although the origination trust will own the leased vehicles allocated to the Transaction SUBI and the related issuing entity will have a beneficial interest in the leased vehicles (as evidenced by a Transaction SUBI Certificate), the related lessees and their respective invitees will operate the leased vehicles. State laws differ as to whether anyone suffering injury to person or property involving a leased vehicle may bring an action against the owner of the vehicle merely by virtue of that ownership. To the extent that applicable state law permits such an action and is not preempted by the Transportation Act (as discussed below), the origination trust and the origination trust assets may be subject to liability to that injured party. However, the laws of many states either (i) do not permit these types of suits, or (ii) provide that the lessor’s liability is capped at the amount of any liability insurance that the lessee was required to, but failed to, maintain (except for some states, such as New York, where liability is joint and several).

For example, under the California Vehicle Code, the owner of a motor vehicle subject to a lease is responsible for injuries to persons or property resulting from the negligent or wrongful operation of the leased vehicle by any person using the vehicle with the owner’s permission. The owner’s liability for personal injuries is limited to $15,000 per person and $30,000 in total per accident, and the owner’s liability for property damage is limited to $5,000 per accident. However, recourse for any judgment arising out of the operation of the leased vehicle must first be had against the operator’s property if the operator is within the jurisdiction of the court.

In contrast to California and many other states, in New York, where a large number of leases were originated, the holder of title of a motor vehicle, including an origination trust as lessor, may be considered an “owner” and thus may be held jointly and severally liable with the lessee for the negligent use or operation of that motor vehicle. It is not clear whether there is a limit on an owner’s liability. In the context of the denial of a motion brought by a defendant to dismiss a claim based on the negligent use or operation of a motor vehicle, the Court of Appeals of New York ruled that a finance company acting as an agent for an origination trust may be considered an “owner” of a motor vehicle and thus subject to joint and several liability with the lessee for the negligent use or operation of the leased motor vehicle for the duration of a lease. As a result of the ruling in New York, losses could arise if lawsuits are brought against either the origination trust or VW Credit, as agent of the origination trust, in connection with the negligent use or operation of any leased vehicles owned by the origination trust, including the leased vehicles allocated to the Transaction SUBI. This case was decided prior to the enactment of the Transportation Act.

The Transportation Act provides that an owner of a motor vehicle that rents or leases the vehicle to a person will not be liable under the law of a state or political subdivision by reason of being the owner of the vehicle, for harm to persons or property that results or arises out of the use, operation, or possession of the vehicle during the period of the rental or lease, if (i) the owner (or an affiliate of the owner) is engaged in the trade or business of renting or leasing motor vehicles; and (ii) there is no negligence or criminal wrongdoing on the part of the owner (or an affiliate of the owner). This provision of the Transportation Act was effective upon enactment and applies to any action commenced on or after August 10, 2005. The Transportation Act was intended to preempt state and local laws that impose possible vicarious tort liability on entities owning motor vehicles that are rented or leased and it is expected that the Transportation Act should reduce the likelihood of vicarious liability being imposed on a titling

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trust. State and federal courts considering whether the Transportation Act preempts state laws permitting vicarious liability have generally concluded that these laws are preempted with respect to cases commenced on or after August 10, 2005. One New York lower court, however, has reached a contrary conclusion in a recent case involving a leasing trust. This New York court concluded that the preemption provision in the Transportation Act was an unconstitutional exercise of congressional authority under the Commerce Clause of the United States Constitution and, therefore, did not preempt New York law regarding vicarious liability. This decision, however, was reversed on appeal by the appellate division of the Supreme Court of New York.

The origination trust maintains insurance, and VW Credit is a named insured under the origination trust’s applicable insurance policies. However, in the event that all applicable insurance coverage were to be exhausted (including the coverage provided by the contingent and excess liability insurance policies) and damages in respect of vicarious liability were to be assessed against the origination trust, claims could be imposed against the origination trust assets, including any leased vehicles allocated to a Transaction SUBI, and in certain circumstances, with respect to a leased vehicle that is an Other SUBI Asset or a UTI Asset. If any of these claims were imposed against the origination trust assets, investors in the notes could incur a loss on their investment.

Repossession of Leased Vehicles

In the event that a default by a lessee has not been cured within a certain period of time after notice, the servicer will ordinarily retake possession of the related leased vehicle. Some jurisdictions limit the methods of vehicle recovery to judicial foreclosure or require that the lessee be notified of the default and be given a time period within which to cure the default prior to repossession. Other jurisdictions permit repossession without notice (although in some states a course of conduct in which the lessor has accepted late payments has been held to create a right of the lessee to receive prior notice), but only if the repossession can be accomplished peacefully. If a breach of the peace is unavoidable, the lessor must seek a writ of possession in a state court action or pursue other judicial action to repossess the leased vehicle.

After the servicer has repossessed a leased vehicle, the servicer may, to the extent required by applicable law, provide the lessee with a period of time within which to cure the default under the related lease. If by the end of that period the default has not been cured, the servicer will attempt to sell the leased vehicle. The net repossession proceeds therefrom may be less than the remaining amounts due under the lease at the time of default by the lessee.

Deficiency Judgments

The proceeds of the sale of a leased vehicle generally will be applied first to the expenses of resale and repossession and then to the satisfaction of the amounts due under the related lease. While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from resale of a leased vehicle do not cover the full amounts due under the related lease, a deficiency judgment can be sought in those states that do not directly prohibit or limit those judgments. However, in some states, a lessee may be allowed an offsetting recovery for any amount not recovered at resale because the terms of the resale were not commercially reasonable. In any event, a deficiency judgment would be a personal judgment against the lessee for the shortfall, and a defaulting lessee would be expected to have little capital or sources of income available following repossession. Therefore, in many cases, it may not be useful to seek a deficiency judgment. Even if a deficiency judgment is obtained, it may be settled at a significant discount or may prove impossible to collect all or any portion of a judgment.

Courts have applied general equitable principles in litigation relating to repossession and deficiency balances. These equitable principles may have the effect of relieving a lessee from some or all of the legal consequences of a default.

In several cases, consumers have asserted that the self-help remedies of lessors violate the due process protection provided under the Fourteenth Amendment to the Constitution of the United States. Courts have generally found that repossession and resale by a lessor do not involve sufficient state action to afford constitutional protection to consumers.

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Consumer Protection Laws

Numerous federal and state consumer protection laws impose requirements upon lessors and servicers involved in consumer leasing. The federal Consumer Leasing Act of 1976 and Regulation M, issued by the Board of Governors of the Federal Reserve System, for example, require that a number of disclosures be made at the time a vehicle is leased, including:

	(1)		the amount and type of all payments due at the time of origination of the lease;

	(2)		a description of the lessee’s liability at the end of the lease term;

	(3)		the amount of any periodic payments and manner of their calculation;

	(4)		the circumstances under which the lessee may terminate the lease prior to the end of the lease term;

	(5)		the capitalized cost of the vehicle; and

	(6)		a warning regarding possible charges for early termination.

Most states have adopted Article 2A of the UCC which provides protection to lessees through specified implied warranties and the right to cancel a lease relating to defective goods. Additionally, certain states such as California have enacted comprehensive vehicle leasing statutes that, among other things, regulate the disclosures to be made at the time a vehicle is leased. The various federal and state consumer protection laws would apply to the origination trust as owner or lessor of the leases and may also apply to the issuing entity of a series as holder of the Transaction SUBI Certificate. The failure to comply with these consumer protection laws may give rise to liabilities on the part of the servicer, the origination trust and the Transaction SUBI trustee, including liabilities for statutory damages and attorneys’ fees. In addition, claims by the servicer, the origination trust and the Transaction SUBI trustee may be subject to setoff as a result of any noncompliance.

Many states have adopted “lemon laws” providing redress to consumers who purchase or lease a vehicle that remains out of conformance with its manufacturer’s warranty after a specified number of attempts to correct a problem or after a specific time period. Should any leased vehicle become subject to a lemon law, a lessee could compel the origination trust to terminate the related lease and refund all or a portion of payments that previously have been paid with respect to that lease. Although the origination trust may be able to assert a claim against the manufacturer of any such defective leased vehicle, there can be no assurance any such claim would be successful. To the extent a lessee is able to compel the origination trust to terminate the related lease, the lease will be deemed to be a Charged-off Lease and amounts received thereafter on or in respect of that lease will constitute sales proceeds. A “Charged-off Lease” means a lease that has been written off by the servicer in connection with its customary servicing practices for writing off leases. As noted below, the servicer will represent and warrant to the trustees as of the applicable cutoff date that the related leases and leased vehicles comply with all applicable laws, including lemon laws, in all material respects. Nevertheless, there can be no assurance that one or more leased vehicles will not become subject to return (and the related lease terminated) in the future under a lemon law.

Servicemembers Civil Relief Act

The Servicemembers Civil Relief Act and similar laws of many states may provide relief to members of the Army, Navy, Air Force, Marines, National Guard, Reservists, Coast Guard and officers of the National Oceanic and Atmospheric Administration and officers of the U.S. Public Health Service assigned to duty with the military, on active duty, who have entered into an obligation, such as a lease contract for a lease of a vehicle, before entering into military service and provide that under some circumstances the lessor may not terminate the lease contract for breach of the terms of the contract, including nonpayment. Furthermore, under the Servicemembers Civil Relief Act, a lessee may terminate a lease of a vehicle at anytime after the lessee’s entry into military service or the date of the lessee’s military orders (as described below) if (i) the lease is executed by or on behalf of a person who subsequently enters military service under a call or order specifying a period of not less than 180 days (or who

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enters military service under a call or order specifying a period of 180 days or less and who, without a break in service, receives orders extending the period of military service to a period of not less than 180 days); or (ii) the lessee, while in the military, executes a lease of a vehicle and thereafter receives military orders for a permanent change of station outside of the continental United States or to deploy with a military unit for a period of not less than 180 days. No early termination charge may be imposed on the lessee for such termination. No information can be provided as to the number of leases that may be affected by these laws. In addition, current military operations of the United States, including military operations in Iraq and the Middle East, have increased and may continue to increase the number of citizens who are in active military service, including persons in reserve status who have been called or will be called to active duty. In addition, these laws may impose limitations that would impair the ability of the servicer to repossess a defaulted vehicle during the lessee’s period of active duty status. Thus, if a lease goes into default, there may be delays and losses occasioned by the inability to exercise the origination trust’s rights with respect to the lease and the related leased vehicle in a timely fashion. If a lessee’s obligations to make payments is reduced, adjusted or extended, the servicer will not be required to advance such amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the notes.

Other Limitations

In addition to laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including applicable insolvency laws, may interfere with or affect the ability of the servicer to enforce the rights of the origination trust under the leases. For example, if a lessee commences bankruptcy proceedings, the receipt of that lessee’s payments due under the related lease is likely to be delayed. In addition, a lessee who commences bankruptcy proceedings might be able to assign the lease to another party even though that lease prohibits assignment.

Any shortfalls or losses arising in connection with the matters described in the three preceding paragraphs, to the extent not covered by amounts payable to the securityholders from amounts available under a credit enhancement mechanism, could result in losses to securityholders.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

General

The following is a general discussion of certain material federal income tax consequences of the purchase, ownership and disposition of the notes. This discussion is based upon current provisions of the Code, existing and proposed Treasury regulations thereunder, current administrative rulings, judicial decisions and other applicable authorities in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. The discussion does not deal with all federal tax consequences applicable to all categories of investors, some of which may be subject to special rules. In addition, this summary is generally limited to investors who will hold the notes as “capital assets” (generally, property held for investment) within the meaning of Section 1221 of the Code.

We suggest that investors consult their own tax advisors to determine the federal, state, local and other tax consequences of the purchase, ownership and disposition of the notes. Prospective investors should note that no rulings have been or will be sought from the Internal Revenue Service (the “IRS”) with respect to any of the federal income tax consequences discussed below, and no assurance can be given that the IRS will not take contrary positions or challenge the conclusions reached herein. Moreover, there are no cases or IRS rulings on transactions similar to those described herein with respect to the issuing entity involving debt issued by a trust with terms similar to those of the notes. This discussion is directed solely to investors that hold the notes as capital assets within the meaning of Section 1221 of the Code and does not purport to discuss all federal income tax consequences that may be applicable to particular individual circumstances, including those of banks, insurance companies, foreign investors, tax-exempt organizations, dealers in securities or currencies, mutual funds, real estate investment trusts, S corporations, estates and trusts, noteholders that hold the notes as part of a hedge, straddle, integrated or conversion transaction, or noteholders whose functional currency is not the United States dollar, some of which may be subject to special rules. Prospective investors are encouraged to consult their own tax advisors in determining the federal, state, local, foreign and any other tax consequences to them of the purchase, ownership and disposition of the notes.

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This summary does not purport to deal with all aspects of federal income taxation that may be relevant to holders of notes in light of their personal investment circumstances nor to certain types of holders of notes subject to special treatment under the federal income tax laws (e.g., financial institutions, broker-dealers, life insurance companies and tax-exempt organizations).

Tax Status of the Notes and the Issuing Entity

In the opinion of Mayer Brown LLP, special tax counsel to the depositor, subject to the assumptions and qualifications contained in that opinion, for federal income tax purposes under existing law: (i) the notes will be treated as debt and (ii) the issuing entity will not be classified as an association (or publicly traded partnership) taxable as a corporation. This opinion will be based on the assumption that, among other things, the notes will be issued pursuant to the terms of the transaction documents and that those terms will be complied with.

Stated Interest

Stated interest on the notes will be taxable as ordinary income for federal income tax purposes when received or accrued in accordance with a note owner’s method of tax accounting.

Original Issue Discount

A note will be treated as issued with original issue discount (“OID”) if the excess of its “stated redemption price at maturity” over its issue price equals or exceeds a de minimis amount equal to 1/4 of 1 percent of its stated redemption price at maturity multiplied by the number of complete years based on the anticipated weighted average life of the note to its maturity. It is expected that the notes will be issued with de minimis OID. Generally, the issue price of a note should be the first price at which a substantial amount of the notes included in the issue of which such note is a part is sold to other than bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. The stated redemption price at maturity of a note is expected to equal the principal amount of the related note. Any amount not treated as OID because it is de minimis OID must be included in income (generally as gain from the sale of that note) as principal payments are received on the related note in the proportion that each such payment bears to the original principal amount of that senior note.

If the notes were treated as issued with OID, a note owner would be required to include OID in income before the receipt of cash attributable to that income using the constant-yield method. Under the constant-yield method, the amount of OID includible in income is the sum of the daily portions of OID with respect to the related note for each day during the taxable year or portion of the taxable year in which the note owner holds that note. The amount of OID includible in income by a note owner would be computed by allocating to each day during a taxable year a pro rata portion of the OID that accrued during the relevant accrual period.

Such OID would generally equal the product of the yield to maturity of the related note (adjusted for the length of the accrual period) and its adjusted issue price at the beginning of the accrual period, reduced by any payments of “qualified stated interest.” Accrual periods with respect to a note may be any set of periods (which may be of varying lengths) selected by the note owner as long as (i) no accrual period is longer than one year and (ii) each scheduled payment of interest or principal on such note occurs on either the final or first day of an accrual period.

The adjusted issue price of a note will be the sum of its issue price plus prior accruals of OID, reduced by the total payments made with respect to that note in all prior periods, other than “qualified stated interest payments.” Qualified stated interest payments are interest payments on the notes that are unconditionally payable at least annually at a single fixed rate applied to the outstanding principal amount of the obligation.

Market Discount

The notes, whether or not issued with OID, will be subject to the “market discount rules” of Section 1276 of the Code. In general, these rules provide that if the note owner purchases a note at a market discount (that is, a

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discount from its stated redemption price at maturity (which is generally the stated principal amount) or if the related notes were issued with OID, its original issue price (as adjusted for accrued original issue discount, that exceeds a de minimis amount specified in the Code)) and thereafter (a) recognizes gain upon a disposition, or (b) receives payments of principal, the lesser of (i) that gain or principal payment or (ii) the accrued market discount, will be taxed as ordinary interest income. Generally, the accrued market discount will be the total market discount on the related note multiplied by a fraction, the numerator of which is the number of days the note owner held that note and the denominator of which is the number of days from the date the note owner acquired that note until its maturity date. The note owner may elect, however, to determine accrued market discount under the constant-yield method.

Limitations imposed by the Code which are intended to match deductions with the taxation of income may defer deductions for interest on indebtedness incurred or continued, or short-sale expenses incurred, to purchase or carry a note with accrued market discount. A note owner may elect to include market discount in gross income as it accrues and, if that note owner makes such an election, it is exempt from this rule. Any such election will apply to all debt instruments acquired by the taxpayer on or after the first day of the first taxable year to which that election applies. The adjusted basis of a note subject to that election will be increased to reflect market discount included in gross income, thereby reducing any gain or increasing any loss on a sale or taxable disposition.

Total Accrual Election

A note owner may elect to include in gross income all interest that accrues on a note using the constant-yield method described above under the heading “—Original Issue Discount,” with modifications described below. For purposes of this election, interest includes stated interest, acquisition discount, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium (described below under “—Amortizable Bond Premium”) or acquisition premium.

In applying the constant-yield method to a note with respect to which this election has been made, the issue price of the note will equal the electing note owner’s adjusted basis in the note immediately after its acquisition, the issue date of the note will be the date of its acquisition by the electing note owner, and no payments on the note will be treated as payments of qualified stated interest. This election will generally apply only to the note with respect to which it is made and may not be revoked without the consent of the IRS. Note owners should consult with their own advisers as to the effect in their circumstances of making this election.

Amortizable Bond Premium

In general, if a note owner purchases a note at a premium (that is, an amount in excess of the amount payable upon the maturity thereof), that note owner will be considered to have purchased such note with “amortizable bond premium” equal to the amount of that excess. That note owner may elect to amortize the bond premium as an offset to interest income and not as a separate deduction item as it accrues under a constant-yield method over the remaining term of the note. That note owner’s tax basis in the note will be reduced by the amount of the amortized bond premium. Any elections to amortize the bond premium as an offset to interest income will apply to all debt instruments (other than instruments the interest on which is excludible from gross income) held by the note owner at the beginning of the first taxable year for which the election applies or thereafter acquired and is irrevocable without the consent of the IRS. Bond premium on a note held by a note owner who does not elect to amortize the premium will decrease the gain or increase the loss otherwise recognized on the disposition of such note.

Short-Term Debt

An owner of a note, which has a fixed maturity date not more than one year from the issue date, will generally not be required to include OID income on the note as it accrues. That general rule may not apply, however, if the owner holds the instrument as part of a hedging transaction, as a stripped bond or stripped coupon or if the holder is:

an accrual method taxpayer;

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	•		a bank;

	•		a broker or dealer that holds the note as inventory;

	•		a regulated investment company or common trust fund; or

	•		the beneficial owner of specified pass-through entities specified in the Code.

An owner of a note who is not required to include OID income on the note as it accrues will instead include the OID accrued on the note in gross income as principal is paid thereon, at maturity and upon a sale or exchange of the note. Such owner would be required to defer deductions for any interest expense on an obligation incurred to purchase or carry the note to the extent it exceeds the sum of any interest income and OID accrued on that note. However, the owner may elect to include OID in income as it accrues on all obligations having a maturity of one year or less held by the owner in that taxable year or thereafter, in which case the deferral rule of the preceding sentence will not apply. For purposes of this paragraph, OID accrues on a note on a straight-line basis, unless the owner irrevocably elects, under Treasury regulations, to apply a constant interest method, using the owner’s yield to maturity and daily compounding.

Disposition of the Notes

A note owner’s adjusted tax basis in a note will be its cost, increased by the amount of any OID, market discount, acquisition discount and gain previously included in income with respect to the note, and reduced by the amount of any payments on such note that is not qualified stated interest and the amount of bond premium previously amortized with respect to such note. A note owner will generally recognize gain or loss on the sale or retirement of a note equal to the difference between the amount realized on the sale or retirement and the tax basis of the note. Such gain or loss will be capital gain or loss (except to the extent attributable to accrued but unpaid interest or as described under “—Market Discount”) and will be long-term capital gain or loss if their note was held for more than one year.

Information Reporting and Backup Withholding

The indenture trustee will be required to report annually to the IRS, and to each note owner, the amount of interest paid on the notes (and the amount withheld for federal income taxes, if any) for each calendar year, except as to exempt recipients (generally, corporations, tax-exempt organizations, qualified pension and profit-sharing trusts, individual retirement accounts, or nonresident aliens who provide certification as to their status). Each note owner (other than note owners who are not subject to the reporting requirements) will be required to provide, under penalty of perjury, a certificate containing the note owner’s name, address, correct federal taxpayer identification number (which includes a social security number) and a statement that the note owner is not subject to backup withholding. This statement may be made in a Form W-9 or substantially similar substitute form. Should a non-exempt note owner fail to provide the required certification or should the IRS notify the indenture trustee or the issuing entity that the note owner has provided an incorrect federal taxpayer identification number or is otherwise subject to backup withholding, the indenture trustee will be required to withhold (or cause to be withheld) on the interest otherwise payable to the note owner, and remit the withheld amounts to the IRS as a credit against the note owner’s federal income tax liability.

Tax Consequences to Foreign Investors

The following information describes the United States federal income tax treatment of investors that are not U.S. persons (each, a “foreign person”). The term “foreign person” means any person other than (i) a citizen or resident of the United States, (ii) a corporation or partnership (including an entity treated as a corporation or a partnership for federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia (unless in the case of an entity treated as a partnership treasury regulations are adopted that provide otherwise), (iii) an estate whose income is subject to United States federal income tax regardless of its source of income or (iv) a trust treated as a U.S. Person under Section 7701(a) of the Code.

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Interest paid or accrued to a foreign person that is not effectively connected with the conduct of a trade or business within the United States by the foreign person, generally will be considered “portfolio interest” and generally will not be subject to United States federal income tax and withholding tax, as long as the foreign person (i) is not actually or constructively a “10 percent shareholder” of the issuing entity or VW Credit, or a “controlled foreign corporation” with respect to which the issuing entity or VW Credit is a “related person” within the meaning of the Code, and (ii) provides an appropriate statement, signed under penalty of perjury, certifying that the note owner is a foreign person and providing that foreign person’s name and address. The statement may be made on a Form W-8BEN or substantially similar substitute form, and the foreign person must inform the withholding agent of any change in the information on the statement within 30 days of the change. If a certificate is held through a securities clearing organization or certain other financial institutions, the organization or institution may provide a signed statement to the withholding agent. However, in that case, the signed statement must be accompanied by Form W-8BEN or substitute form provided by the foreign person to the organization or institution holding the certificate on behalf of the foreign person. Special rules apply to partnerships, estates and trusts, and in certain circumstances certifications as to foreign status and other matters may be required to be provided by partners and beneficiaries thereof. If that interest were not portfolio interest, then it would be subject to United States federal income and withholding tax at a rate of 30 percent unless reduced or eliminated pursuant to an applicable income tax treaty.

Any capital gain realized on the sale or other taxable disposition of a U.S. note by a foreign person will be exempt from United States federal income and withholding tax provided that (i) the gain is not effectively connected with the conduct of a trade or business in the United States by the foreign person and (ii) in the case of an individual foreign person, the foreign person is not present in the United States for 183 days or more in the taxable year and certain other requirements are met.

If the interest, gain or income on a note held by a foreign person is effectively connected with the conduct of a trade or business in the United States by the foreign person, the note owner (although exempt from the withholding tax previously discussed if a duly executed Form W-8ECI is furnished) generally will be subject to United States federal income tax on the interest, gain or income at regular federal income tax rates. In addition, if the foreign person is a foreign corporation, it may be subject to a branch profits tax equal to 30 percent of its “effectively connected earnings and profits” within the meaning of the Code for the taxable year, as adjusted for certain items, unless it qualifies for a lower rate under an applicable tax treaty.

The federal tax discussions set forth above are included for general information only and may not be applicable depending upon a note owner’s particular tax situation. The discussion above also does not address the applicability of state or local tax laws to the purchase, ownership or disposition of the affected notes. Prospective purchasers should consult their tax advisors with respect to the tax consequences to them of the purchase, ownership and disposition of the notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

STATE AND LOCAL TAX CONSEQUENCES

The above discussion does not address the tax treatment of the notes or the issuing entity under any state or local tax laws. The activities to be undertaken by the servicer in servicing the leases and leased vehicles and collecting lease payments will take place throughout the United States and, therefore, many different tax regimes potentially apply to different portions of these transactions. Prospective investors are urged to consult with their tax advisors regarding the state and local tax treatment of any issuing entity as well as any state and local tax considerations for them of purchasing, holding and disposing of notes, certificates or membership interests.

TAX SHELTER DISCLOSURE AND INVESTOR LIST REQUIREMENTS

Treasury Regulations directed at “potentially abusive” tax shelter activity appear to apply to transactions not conventionally regarded as tax shelters. These regulations require taxpayers to report certain information on IRS Form 8886 if they participate in a “reportable transaction” and to retain certain information relating to such transactions. Organizers and sellers of the transaction are required to maintain records including investor lists containing identifying information and to furnish those records to the IRS upon demand. A transaction may be a “reportable transaction” based upon any of several indicia, one or more of which may be present with respect to

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your investment in the securities. You may be required to report your investment in the securities even if your securities are treated as debt for federal income tax purposes. Significant penalties can be imposed for failure to comply with these disclosure and investor list requirements. Prospective investors should consult their tax advisors concerning any possible disclosure obligation with respect to their investment.

You should consult your tax advisor concerning any possible disclosure obligation with respect to your investment in the securities, and should be aware that the transferor and other participants in the transaction intend to comply with such disclosure and investor list requirement as each participant in its own discretion determines apply to them with respect to this transaction.

ERISA CONSIDERATIONS

Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Internal Revenue Code prohibit a pension, profit-sharing or other employee benefit plan, as well as individual retirement accounts, specific types of Keogh Plans, other plans covered by Section 4975 of the Internal Revenue Code and collective investment funds or insurance company general or separate accounts in which these plans and accounts are invested (we refer to each of these as a “benefit plan”) from engaging in specified transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under the Internal Revenue Code with respect to that benefit plan. A violation of these “prohibited transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and the Internal Revenue Code for these persons or the fiduciaries of the benefit plan. In addition, Title I of ERISA also requires fiduciaries of a benefit plan subject to ERISA to make investments that are prudent, diversified and in accordance with the governing plan documents.

Exemptions Available to Debt Instruments

In addition, transactions involving the issuing entity might be deemed to constitute prohibited transactions under ERISA and the Internal Revenue Code with respect to a benefit plan that purchased securities if assets of the issuing entity were deemed to be assets of the benefit plan. Under a regulation issued by the United States Department of Labor (the “plan assets regulation”), the assets of the issuing entity would be treated as plan assets of a benefit plan for the purposes of ERISA and the Internal Revenue Code only if the benefit plan acquired an “equity interest” in the issuing entity and none of the exceptions contained in the plan assets regulation applied. An equity interest is defined under the plan assets regulation as an interest other than an instrument that is treated as indebtedness under applicable local law and that has no substantial equity features. It is likely that the certificates will be treated as an equity interest for these purposes. For additional information regarding the equity or debt treatment of notes, see “Certain ERISA Considerations” in the applicable prospectus supplement.

Without regard to whether the notes are treated as an equity interest for these purposes, the acquisition or holding of notes by or on behalf of a benefit plan could be considered to give rise to a prohibited transaction if an originator, the servicer, the depositor, the issuing entity, an underwriter, the administrator, the owner trustee, the indenture trustee, the swap counterparty, the insurer or any of their respective affiliates is or becomes a party in interest or a disqualified person with respect to that benefit plan. Exemptions from the prohibited transaction rules could apply to the purchase and holding of the notes by a benefit plan depending on the type and circumstances of the plan fiduciary making the decision to acquire the notes. These exemptions include: Prohibited Transaction Class Exemption (“PTCE”) 96-23, regarding transactions effected by “in-house asset managers”; PTCE 95-60 (as amended by PTCE 2002-13), regarding investments by insurance company general accounts; PTCE 91-38 (as amended by PTCE 2002-13), regarding investments by bank collective investment funds; PTCE 90-1, regarding investments by insurance company pooled separate accounts; and PTCE 84-14 (as amended by PTCE 2002-13), regarding transactions effected by "qualified professional asset managers.” In addition to the class exemptions listed above, the Pension Protection Act of 2006 provides a statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code for prohibited transactions between a benefit plan and a person or entity that is a party in interest to such benefit plan solely by reason of providing services to the benefit plan (other than a party in interest that is a fiduciary, or its affiliate, that has or exercises discretionary authority or control or renders investment advice with respect to the assets of the benefit plan involved in the transaction), provided that there is adequate consideration for the transaction. Even if the conditions specified in one or more of these exemptions are met, the scope of the relief provided by these exemptions might or might not cover all acts which might be construed as prohibited transactions. There can be no assurance that any of these, or any other exemption, will be available

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with respect to any particular transaction involving the notes and prospective purchasers that are benefit plans should consult with their advisors regarding the applicability of any such exemption.

Employee benefit plans that are governmental plans as defined in Section 3(32) of ERISA and specified church plans as defined in Section 3(33) of ERISA are not subject to the ERISA requirements discussed above; however, governmental plans may be subject to substantially similar state or local laws.

We suggest that a fiduciary considering the purchase of securities on behalf of a benefit plan consult with its ERISA advisors and refer to the applicable prospectus supplement regarding whether the assets of the issuing entity would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and other issues and their potential consequences.

Underwriter Exemption

The notes and certificates may be eligible for relief from specified prohibited transaction and conflict of interest rules of ERISA in reliance on administrative exemptions granted by the United States Department of Labor to specified underwriters. The underwriter’s exemption provides relief from specified prohibited transaction and conflict-of-interest rules of ERISA with respect to the initial purchase, holding and subsequent resale by benefit plans of pass-through securities or securities denominated as debt instruments that represent interests in an investment pool for which the underwriter is the sole underwriter or the co-manager of an underwriting syndicate and that consist of specified secured receivables, loans and other obligations that meet the conditions and requirements of the underwriter’s exemption. The receivables covered by the underwriter’s exemption include motor vehicle leases such as the receivables offered in this prospectus. The exemption defines a qualified motor vehicle lease as a motor vehicle lease where (a) the issuing entity owns or holds a security interest in the lease, (b) the issuing entity owns or holds a security interest in the leased motor vehicle and (c) the issuing entity’s security interest in the leased motor vehicle is at least as protective of the issuing entity’s rights as the issuing entity would receive under a motor vehicle installment contract.

The underwriter’s exemption will apply only if specific conditions are met. Among the conditions that must be satisfied for the underwriter’s exemption to apply to the acquisition of the notes or certificates by a benefit plan are the following:

(1) the acquisition of notes or certificates by a benefit plan is on terms, including the price, that are at least as favorable to the benefit plan as they would be in an arm’s-length transaction with an unrelated party.

(2) the notes or certificates acquired by the benefit plan have received a rating at the time of such acquisition that is in one of the four highest generic rating categories from Standard & Poor’s, Moody’s, Fitch, DBRS Limited or DBRS, Inc.

(3) the sum of all payments made to the underwriter in connection with the distribution of the notes or certificates represents not more than reasonable compensation for underwriting the notes or certificates. The sum of all payments made to and retained by the seller pursuant to the sale of the receivables to the issuing entity represents not more than the fair market value of the receivables. The sum of all payments made to and retained by the servicer represents not more than reasonable compensation for the servicer’s services as servicer under the related agreements and reimbursement of the servicer’s reasonable expenses in connection with these services.

(4) The owner trustee is a substantial financial institution and is not an affiliate, as defined in the exemption, of any other member of the “restricted group,” other than the underwriter. The restricted group consists of the underwriter, the indenture trustee, the seller, the owner trustee, the servicer, any subservicer, any insurer, any swap counterparty, any obligor with respect to motor vehicle receivables constituting more than 5% of the aggregate unamortized outstanding principal balance of the assets of the issuing entity as of the date of initial issuance of the notes or certificates and any affiliate of these parties.

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(5) The benefit plan investing in the notes or certificates is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D of the SEC under the Securities Act.

(6) The issuing entity satisfies the following requirements:

(a) the corpus of the issuing entity consists solely of assets of the type which have been included in other investment pools;

(b) securities in these other investment pools have been rated in one of the four highest generic rating categories of one of the rating agencies specified above for at least one year prior to the benefit plan’s acquisition of the notes or certificates; and

(c) securities evidencing interests in these other investment pools have been purchased by investors other than benefit plans for at least one year prior to any benefit plan’s acquisition of the notes or certificates.

(7) The legal document establishing the issuing entity contains restrictions necessary to ensure that the assets of the issuing entity may not be reached by creditors of the seller in the event of its bankruptcy or insolvency, the receivables sale and servicing agreements prohibit all parties from filing an involuntary bankruptcy or insolvency petition against the issuing entity and a true sale opinion is issued in connection with the transfer of assets to the issuing entity.

(8) The acquisition of additional receivables, during the pre-funding period must satisfy the following requirements:

(a) all additional receivables must meet the same terms and conditions for determining eligibility as the initial receivables;

(b) the additional receivables do not result in a lower credit rating;

(c) the characteristics of the additional receivables are substantially similar to those of the motor vehicle receivables described in this prospectus and the applicable prospectus supplement, and the acquisition of the additional receivables must be monitored by an independent accountant or a credit support provider or other insurance provider independent of the seller;

(d) the prefunded amount must not exceed 25% of the original aggregate certificate balance of the offered certificates; and

(e) the pre-funding period must end the earlier of:

(x) three months or ninety days after the Closing Date for that transaction;

(y) the date on which an event of default occurs; or

(z) the date the amount in the pre-funding account is less than the minimum dollar amount specified in the indenture, if any, or other agreement(s) among the seller, a servicer and trustee.

(9) The underwriter’s exemption permits interest-rate swap contract to be assets of an issuing entity if certain conditions are satisfied. An interest-rate swap (a “swap” or “swap agreement”) is a permitted issuing entity asset if it:

(a) is an “eligible swap”. An “eligible swap” is one which:

(1)

is denominated in U.S. dollars;

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	(2)		pursuant to which the issuing entity pays or receives, on or immediately prior to the respective payment or distribution date for the class of certificates to which the swap relates, a fixed rate of interest or a floating rate of interest based on a publicly available index (e.g., LIBOR or the U.S. Federal Reserve’s Cost of Funds Index (COFI)), with the issuing entity receiving such payments on at least a quarterly basis and obligated to make separate payments no more frequently than the counterparty, with all simultaneous payments being netted;

	(3)		has a notional amount that does not exceed either: (i) the principal balance of the class of certificates to which the swap relates, or (ii) the portion of the principal balance of such class represented by obligations;

	(4)		is not leveraged (i.e., payments are based on the applicable notional amount, the day count fractions, the fixed or floating rates permitted above, and the difference between the products thereof, calculated on a one-to-one ratio and not on a multiplier of such difference);

	(5)		has a final termination date that is either the earlier of the date on which the issuing entity terminates or the related class of certificates are fully repaid; and

	(6)		does not incorporate any provision which could cause a unilateral alteration in the interest rate requirements described above or the prohibition against leveraging;

	(b)		is with an “eligible counterparty”. An “eligible counterparty” means a bank or other financial institution which has a rating at the date of issuance of the certificates, which is in one of the three highest long-term credit rating categories or one of the two highest short-term credit rating categories, utilized by at least one of the Rating Agencies rating the certificates; provided that, if a counterparty is relying on its short-term rating to establish eligibility hereunder, such counterparty must either have a long-term rating in one of the three highest long-term rating categories or not have a long-term rating from the applicable rating agency;

	(c)		is purchased by a “qualified plan investor”. A “qualified plan investor” is an employee benefit plan or plans where the decision to buy such class of certificates is made on behalf of the employee benefit plan by an independent fiduciary qualified to understand the swap transaction and the effect the swap would have on the rating of the certificates and such fiduciary is either

	(1)		a “qualified professional asset manager” (“QPAM”) under Prohibited Transaction Class Exemption (“PTCE”) 84-14 (a QPAM generally would include for these purposes insurance companies, savings and loan associations, banks and registered investment advisers registered under the Investment Advisers Act of 1940, each meeting certain minimum capitalization requirements); or

	(2)		an “in-house asset manager” under PTCE 96-23 (see below); or

	(3)		has total assets (both employee benefit plan and non-employee benefit plan) under management of at least $100 million at the time the certificates are acquired by the employee benefit plan;

(d)

if a “rating dependent swap” (where the rating of a class of certificates is dependent on the terms and conditions of the swap), the swap agreement must provide that if the credit rating of the counterparty is withdrawn or reduced by any rating agency below a level specified by the rating agency, the servicer must, within the period specified under the pooling and servicing agreement:

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	(1)		obtain a replacement swap agreement with an eligible counterparty which is acceptable to the rating agency and the terms of which are substantially the same as the current swap agreement (at which time the earlier swap agreement must terminate); or

	(2)		cause the swap counterparty to establish any collateralization or other arrangement satisfactory to the rating agency such that the then current rating by the rating agency of the particular class of certificates will not be withdrawn or reduced (and the terms of the swap agreement must specifically obligate the counterparty to perform these duties for any class of certificates with a term of more than one year).

In the event that the servicer fails to meet these obligations, employee benefit plan certificateholders must be notified in the immediately following periodic report which is provided to certificateholders but in no event later than the end of the second month beginning after the date of such failure. Sixty days after the receipt of such report, the exemptive relief provided under the underwriter’s exemption will prospectively cease to be applicable to any class of certificates held by a employee benefit plan which involves such ratings dependent swap;

(e)

if a “non-ratings dependent swap” (those where the rating of the certificates does not depend on the terms and conditions of the swap) the swap agreement must provide that if the credit rating of the counterparty is withdrawn or reduced below the lowest level permitted above, the servicer will, within a specified period after such rating withdrawal or reduction:

	(1)		obtain a replacement swap agreement with an eligible counterparty, the terms of which are substantially the same as the current swap agreement (at which time the earlier swap agreement must terminate);

	(2)		cause the counterparty to post collateral with the issuing entity in an amount equal to all payments owed by the counterparty if the swap transaction were terminated; or

	(3)		terminate the swap agreement in accordance with its terms; and

(f)

permits the issuing entity to make termination payments to the swap counterparty (other than currently scheduled payments) solely from excess spread or amounts otherwise payable to the servicer or seller.

Some transactions are not covered by the underwriter’s exemption or any other exemption. The underwriter’s exemption does not exempt the acquisition and holding of securities by benefit plans sponsored by the seller, the underwriters, the owner trustee, the administrator, the indenture trustee, the servicer, the insurer, the swap counterparty or any “obligor” (as defined in the underwriter’s exemption) with respect to receivables included in the issuing entity constituting more than 5% of the aggregate unamortized outstanding principal balance of the assets in the restricted group, or any affiliates of these parties. Moreover, the exemptive relief from the self-dealing/ conflict-of-interest prohibited transaction rules of ERISA is available for other benefit plans only if, among other requirements:

	•		a benefit plan’s investment in the notes or certificates does not exceed 25% of all of the notes or certificates outstanding at the time of the acquisition;

	•		immediately after the acquisition, no more than 25% of the assets of a benefit plan with respect to which the person who has discretionary authority to render investment advice are invested in securities representing an interest in an issuing entity containing assets sold or serviced by the same entity; and

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in the case of the acquisition of notes or certificates in connection with their initial issuance, at least 50% of such securities are acquired by persons independent of the restricted group and at least 50% of the aggregate interest in the issuing entity is acquired by persons independent of the restricted group.

The underwriter’s exemption will also apply to transactions in connection with the servicing, management and operation of the issuing entity, provided that, in addition to the general requirements described above, (a) these transactions are carried out in accordance with the terms of a binding pooling and servicing agreement and (b) the pooling and servicing agreement is provided to, or described in all material respects in the prospectus provided to, investing benefit plans before the plans purchase the notes or certificates issued by the issuing entity. All transactions relating to the servicing, management and operations of the issuing entity will be carried out in accordance with the administration agreement, indenture and receivables sale and servicing agreements, which will be described in all material respects in this prospectus and the applicable prospectus supplement.

Each purchaser that is purchasing the notes or certificates in reliance on the underwriter’s exemption will be deemed to represent that it qualifies as an “accredited investor” as defined in Rule 501(a)(1) of Regulation D of the Securities Act. In addition, each prospective purchaser of notes or certificates in reliance on the underwriter’s exemption should consider the possibility that the rating of a note or certificate may change during the period that note or certificate is held. If the rating were to decline below BBB- (or the equivalent rating), the note or certificate could no longer be transferred to a plan in reliance on the exemption, other than to an insurance company general account that meets the requirements of Section I and III of PTCE 95-60. If the ratings decline below one of the four highest generic rating categories from Standard & Poor’s, Moody’s, Fitch, DBRS Limited or DBRS, Inc. each transferee will be deemed to represent that either (a) it is not purchasing the notes or certificates with plan assets of a benefit plan, or (b) it is an insurance company using the assets of its general account (within the meaning of PTCE 95-60) to purchase the notes or certificates and that it is eligible for and satisfies all of the requirements of Sections I and III of PTCE 95-60.

For more information, including whether an underwriter’s exemption is likely to provide relief for a particular class of notes or certificates, see “Certain ERISA Considerations” in the applicable prospectus supplement. If you are a benefit plan fiduciary considering the purchase of the notes or certificates, you should consult with your counsel with respect to whether the issuing entity will be deemed to hold plan assets and the applicability of the underwriter’s exemption or another exemption from the prohibited transaction rules and determine on your own whether all conditions have been satisfied and whether the notes or certificates are an appropriate investment for a benefit plan under ERISA and the Internal Revenue Code.

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PLAN OF DISTRIBUTION

The depositor may offer and sell the securities of a series in one or more of the following ways: (1) directly to one or more purchasers; (2) through agents or (3) through underwriters. Subject to the terms and conditions set forth in one or more underwriting agreements with respect to the securities of a series that are offered and sold through underwriters, the depositor will agree to sell or cause the related issuing entity to sell to the underwriter(s) named in the applicable prospectus supplement, and each of the underwriters will severally agree to purchase, the principal amount of each class of securities, as the case may be, of the related series set forth in the related underwriting agreement and in the applicable prospectus supplement. One or more classes of a series may not be subject to an underwriting agreement. Any of these classes will be retained by the depositor or will be sold in private placement.

If market conditions permit, the depositor may decide to increase the amount of securities being offered and the size of the related pool of motor vehicle leases and related leased vehicles in a particular transaction subsequent to the delivery of the preliminary prospectus. If the aggregate securitization value of the portfolio of leases and related leased vehicles, the amount of each class of securities and the credit enhancement related thereto are proportionally increased, and if there are no material changes to the composition of the portfolio of leases and leased vehicles on a percentage basis, then it is expected that no additional disclosure would be provided prior to the time the securities are sold.

Any underwriter or agent participating in the distribution of securities, including notes offered by this prospectus, is, and any agent participating in the distribution of securities, including notes offered by this prospectus, may be deemed to be, an underwriter of those securities under the Securities Act and any discounts or commissions received by it and any profit realized by it on the sale or resale of the securities may be deemed to be underwriting discounts and commissions.

In the underwriting agreement with respect to any given series of securities, the applicable underwriter(s) will agree, subject to the terms and conditions set forth in the underwriting agreement, to purchase all the securities offered by the applicable prospectus supplement if any of those securities are purchased. In the event of a default by any underwriter, each underwriting agreement will provide that, in certain circumstances, purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

Each applicable prospectus supplement will either:

	•		set forth the price at which each class of securities being offered thereby initially will be offered to the public and any concessions that may be offered to dealers participating in the offering of the securities; or

	•		specify that the related securities are to be resold by the underwriter(s) in negotiated transactions at varying prices to be determined at the time of sale. After the initial public offering of any securities, the public offering prices and concessions may be changed.

Each underwriting agreement will provide that VW Credit and/or the depositor, as specified, will indemnify the related underwriters against specified civil liabilities, including liabilities under the Securities Act or contribute to payments the several underwriters may be required to make in respect thereof. Each issuing entity may invest funds in accounts of that issuing entity in Permitted Investments acquired from the underwriters or from VW Credit, the depositor or any of their affiliates.

Underwriters may engage in over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids with respect to the securities in accordance with Regulation M under the Exchange Act. Over-allotment transactions involve syndicate sales in excess of the offering size, which creates a syndicate short position. The underwriters do not have an “overallotment” option to purchase additional securities in the offering, so syndicate sales in excess of the offering size will result in a naked short position. The underwriters must close out any naked short position through syndicate covering transactions in which the underwriters purchase securities in the open market to cover the syndicate short position. A naked short position is more likely to be

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created if the underwriters are concerned that there may be downward pressure on the price of the securities in the open market after pricing that would adversely affect investors who purchase in the offering. Stabilizing transactions permit bids to purchase the security so long as the stabilizing bids do not exceed a specified maximum. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction. These over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids may cause the prices of the securities to be higher than they would otherwise be in the absence of these transactions. Neither the depositor nor any of the underwriters will represent that they will engage in any of these transactions or that these transactions, once commenced, will not be discontinued without notice.

Pursuant to each underwriting agreement with respect to a given series of securities, the closing of the sale of any class of securities subject to the underwriting agreement will be conditioned on the closing of the sale of all other classes of securities of that series.

FORWARD-LOOKING STATEMENTS

This prospectus, including information included or incorporated by reference in this prospectus, may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, certain statements made in future SEC filings by VW Credit, the issuing entity or the depositor, in press releases and in oral and written statements made by or with VW Credit’s, the issuing entity’s or the depositor’s approval may constitute forward-looking statements. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements include information relating to, among other things, continued and increased business competition, an increase in delinquencies (including increases due to worsening of economic conditions), changes in demographics, changes in local, regional or national business, economic, political and social conditions, regulatory and accounting initiatives, changes in customer preferences, and costs of integrating new businesses and technologies, many of which are beyond the control of VW Credit, the issuing entity or the depositor. Forward-looking statements also include statements using words such as “expect,” “anticipate,” “hope,” “intend,” “plan,” “believe,” “estimate” or similar expressions. VW Credit, the issuing entity and the depositor have based these forward-looking statements on their current plans, estimates and projections, and you should not unduly rely on them.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions, including the risks discussed below. Future performance and actual results may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond the ability of VW Credit, the issuing entity or the depositor to control or predict. The forward-looking statements made in this prospectus are accurate as of the date stated on the cover of this prospectus. VW Credit, the issuing entity and the depositor undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

RATINGS OF THE SECURITIES

Each class of securities specified as being offered by the applicable prospectus supplement will be initially:

	•		rated by at least one nationally recognized statistical rating agency or organization that initially rates the series at the request of the seller; and

	•		identified in the applicable prospectus supplement as being in one of the four highest generic rating categories, which are referred to as “investment grade,” of the rating agencies identified in the applicable prospectus supplement as rating the offered securities.

The security ratings of the offered securities should be evaluated independently from similar ratings on other types of securities. A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating agencies that are rating the offered securities. The rating does not address the expected schedule of principal repayments on a class of securities other than to say that principal will be returned no later than the final maturity date for that class of securities. Ratings on the offered

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securities will be monitored by the rating agencies that are rating the offered securities while the offered securities are outstanding. There is no assurance that the ratings initially assigned to any offered securities will not be lowered or withdrawn by the rating agency rating the offered securities. In the event the rating initially assigned to any securities is subsequently lowered for any reason, no person or entity will be obligated to provide any credit enhancement unless such person or entity and the form of credit enhancement to be provided is identified in the applicable prospectus supplement. An issuing entity may also issue non-investment grade or unrated securities that are not offered under this prospectus and applicable prospectus supplement. A rating is based on each rating agency’s independent evaluation of the leases and related leased vehicles and the availability of any credit enhancement for the notes. A rating, or a change or withdrawal of a rating, by one rating agency will not necessarily correspond to a rating, or a change or a withdrawal of a rating, from any other rating agency.

REPORTS TO SECURITYHOLDERS

Unless and until securities in definitive registered form are issued, monthly and annual reports containing information concerning the issuing entity and prepared by the servicer will be sent on behalf of the issuing entity to Cede & Co., as nominee of DTC and the registered holder of the related global securities, pursuant to the related sale and servicing agreement or other applicable transaction document. These reports will not constitute financial statements prepared in accordance with generally accepted accounting principles. The servicer does not intend to send any financial reports of VW Credit to securityholders. The servicer will file with the SEC all required annual, monthly and special SEC reports and other information about the issuing entity.

WHERE YOU CAN FIND MORE INFORMATION

Volkswagen Auto Lease/Loan Underwritten Funding, LLC, as depositor, has filed a registration statement with the SEC relating to the securities. This prospectus and the applicable prospectus supplement for each series are parts of our registration statement. This prospectus does not contain, and the applicable prospectus supplement will not contain, all of the information in our registration statement. For further information, please see our registration statement and the accompanying exhibits which we have filed with the SEC. This prospectus and any applicable prospectus supplement may summarize contracts and/or other documents. For further information, please see the copy of the contract or other document filed as an exhibit to the registration statement. Annual reports on Form 10-K, distribution reports on Form 10-D, current reports on Form 8-K, and amendments to those reports will be prepared, signed and filed with the SEC by the depositor or the servicer on behalf of each issuing entity. You can obtain copies of the registration statement from the SEC upon payment of the prescribed charges, or you can examine the registration statement free of charge at the SEC’s offices. Reports and other information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F. Street, NE, Washington, D.C., 20549. Copies of the material can be obtained from the Public Reference Section of the SEC at 100 F. Street, NE, Washington D.C., 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Section by calling 1-800-732-0330. The SEC also maintains a site on the World Wide Web at http//www.sec.gov at which users can view and download copies of reports, proxy and information statements and other information filed electronically through the EDGAR system.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the most recently printed information rather than contradictory information included in this prospectus or the applicable prospectus supplement. Information that will be incorporated by reference with respect to a series will be filed under the name of the issuing entity of that series.

As a recipient of this prospectus, you may request a copy of any document we incorporate by reference, except exhibits to the documents (unless the exhibits are specifically incorporated by reference), at no cost, by writing us at Volkswagen Auto Lease/Loan Underwritten Funding, LLC, 2200 Ferdinand Porsche Drive, Herndon, Virginia 20171 or calling us at (703) 364-7000.

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LEGAL MATTERS

Relevant legal matters relating to the issuance of the securities of any series will be passed upon for the depositor by Mayer Brown LLP, Chicago, Illinois.

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INDEX OF PRINCIPAL TERMS

Set forth below is a list of certain of the more important terms used in this prospectus and the pages on which the definitions of those terms may be found.


administration agreement			34
administrative lien			16
amortizable bond premium			56
amortization period			31
Base Servicing Agreement			15
benefit plan			58
Black Book			19
capital assets			54
certificate factor			27
Charged-off Lease			53
Clearstream			31
Code			42
Collections			36
customary servicing practices			35
DTC			31
early termination			23
early termination amount			23
eligible counterparty			61
eligible swap			61
equity interest			59
ERISA			58
Euroclear			31
event of default			42
Exchange Act			25
foreign person			57
Included Units			13
incorporate by reference			67
in-house asset managers			59
insolvency laws			47
IRS			54
issuing entity property			14
leased vehicle sale price			23
lemon laws			9, 53
LKE Program			38
market discount rules			55
maturity date purchase option amount			23
note factor			27
OID			54
origination trust			13, 15
origination trust agreement			15
Origination Trust Documents			17


Other SUBI			13, 15
Other SUBI Certificates			15
owner			51
plan assets regulation			59
portfolio interest			57
prohibited transaction			58
PTCE			59, 62
Pull-Ahead Amount			22
QPAM			62
qualified plan investor			62
qualified professional asset managers			59
qualified stated interest			55
qualified stated interest payments			55
replacement vehicles			38
restricted group			60
revolving period			30
Securities Act			38
seller			13
Servicing Agreement			17
stated redemption price at maturity			54
stated residual value			19
SUBI sale agreement			34
SUBI transfer agreement			34
subvented leases			37
swap			61
swap agreement			61
Transaction SUBI			13
Transaction SUBI Certificate			13
Transaction SUBI Servicing Supplement			17, 34
Transaction SUBI Supplement			17
Transaction SUBI Trust Agreement			17
Transportation Act			1
U.S. Bank			16
Unit			13
UTI			13, 15
UTI Certificates			15
Volkswagen AG			18
Volkswagen Group of America			18
VW Credit			13
WTC			16

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder other than underwriting discounts and commissions.


Registration Fee	$	55.80	$	502,200.00
Accountant Fees and Expenses				250,000.00
Legal Fees and Expenses				1,250,000.00
Printing and Engraving Costs				200,000.00
Blue Sky Fees and Expenses				0.00
Trustee Fees and Expenses				125,000.00
Rating Agency Fees				1,750,000.00
Miscellaneous Expenses				50,000.00

*Total	$
Total			$	4,127,200.00


*		~~To be provided by amendment~~

Item 15. Indemnification of Directors and Officers.

Volkswagen Auto Lease/Loan Underwritten Funding, LLC.

Volkswagen Auto Lease/Loan Underwritten Funding, LLC is a Delaware limited liability company. Section 18-108 of the Limited Liability Company Act of Delaware empowers a limited liability company, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The Limited Liability Company Agreement, as amended (the “LLC Agreement”), of Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the “Depositor”) provides:

(a) To the fullest extent permitted by law, neither the member nor the special member nor any officer, director, employee or agent of the Depositor nor any employee, representative, agent or affiliate of the member or the special member (collectively, the “Covered Persons”) shall be liable to the Depositor or any other person who has an interest in or claim against the Depositor for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Depositor and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the LLC Agreement.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Depositor for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Depositor and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the LLC Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions;provided, however, that any indemnity under the LLC Agreement by the Depositor shall be provided out of and to the extent of Depositor assets only, and the member and the special member shall not have personal liability on account thereof; andprovided further, that so long as any obligation is outstanding, no indemnity payment from funds of the Depositor (as distinct from funds from other sources, such as insurance) of any indemnity under the LLC Agreement shall be payable from amounts allocable to any other person pursuant to the transaction documents.

(c) To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Depositor prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Depositor of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in the LLC Agreement;provided, however, that any indemnity under the LLC Agreement by the Depositor shall be provided out of and to the extent of Depositor assets only, and the member and the special member shall not have personal liability on account thereof; andprovided further, that so long as any obligation is outstanding, no indemnity payment from funds of the Depositor (as distinct from funds from other sources, such as insurance) of any indemnity under the LLC Agreement shall be payable from amounts allocable to any other person pursuant to the transaction documents.

(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Depositor and upon such information, opinions, reports or statements presented to the Depositor by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Depositor, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the member might properly be paid.

(e) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Depositor or to any other Covered Person, a Covered Person acting under the LLC Agreement shall not be liable to the Depositor or to any other Covered Person for its good faith reliance on the provisions of the LLC Agreement or any approval or authorization granted by the Depositor or any other Covered Person.

The officers and directors of the Depositor have entered into indemnity agreements with VW Credit, Inc., as sole member of the Depositor. Each of these indemnity agreements provide that:

(a) To the fullest extent permitted by law, neither any director, officer, employee nor agent of the Depositor (collectively, the “Covered Persons”) shall be liable to the member or any other person who has an interest in or claim against the member for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Depositor and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the LLC Agreement.

(b) Notwithstanding anything to the contrary in Depositor’s LLC Agreement, to the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the member for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Depositor and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the LLC Agreement, except that (i) no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions and (ii) no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person to the extent such Covered Person has recovered for such loss, damage or claim under the LLC Agreement.

(c) A Covered Person shall be fully protected in relying in good faith upon the records of the Depositor and upon such information, opinions, reports or statements presented to the Depositor by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Depositor, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the member might properly be paid.

VW Credit Leasing, Ltd.

VW Credit Leasing, Ltd. is a Delaware statutory trust (the “Origination Trust”). Section 3803 of the Delaware Statutory Trust Act provides as follows:

3803. Liability of Beneficial Owners and Trustees.

(a) Except to the extent otherwise provided in the governing instrument of the statutory trust, the beneficial owners shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the State.

(b) Except to the extent otherwise provided in the governing instrument of a statutory trust, a trustee, when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.

(c) Except to the extent otherwise provided in the governing instrument of a statutory trust, an officer, employee, manager or other person acting pursuant to Section 3806(b)(7) of this title, when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.

(d) No obligation of a beneficial owner or trustee of a statutory trust to the statutory trust arising under the governing instrument or a separate agreement in writing, and no note, instrument or other writing evidencing any such obligation of a beneficial owner or trustee, shall be subject to the defense of usury, and no beneficial owner or trustee shall interpose the defense of usury with respect to any such obligation in any action.

Section 3817 of the Delaware Statutory Trust Act provides as follows:

3817. Indemnification.

(a) Subject to such standards and restrictions, if any, as are set forth in the governing instrument of a statutory trust, a statutory trust shall have the power to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever.

(b) The absence of a provision for indemnity in the governing instrument of a statutory trust shall not be construed to deprive any trustee or beneficial owner or other person of any right to indemnity which is otherwise available to such person under the laws of this State.

The Trust Agreement for the Origination Trust provides that each trustee and any trust agent shall be indemnified and held harmless (but only out of and to the extent of the trust assets allocated to the portfolio for which such trustee acts as trustee) with respect to any loss, liability or expenses, including reasonable attorneys’ and other professionals’ fees and expenses (collectively “Claims”), arising out of or incurred in connection with (a) any of the trust assets (including without limitation, any Claims relating to user leases, leased vehicles, consumer fraud, consumer leasing act violations, misrepresentation, deceptive and unfair trade practices, and any other claims arising in connection with any user lease, personal injury or property damage claims arising with respect to any leased vehicle or any claim with respect to any tax arising with respect to any trust asset) or (b) such trustee’s or trust agent’s acceptance or performance of the trusts and duties contained in the Trust Agreement or any Trust Agency Agreement,provided, however, that neither a Trustee nor any trust agent shall be indemnified or held harmless out of the trust assets as to any Claim (i) for which the initial beneficiary, a servicer or any of their respective affiliates shall be liable and shall have paid pursuant to the Trust Agreement or a Servicing Agreement, (ii) incurred by reason of such trustee’s or such trust agent’s willful misfeasance, bad faith or gross negligence, or (iii) incurred by reason of such trustee bank’s breach of its respective representations and warranties pursuant to any Servicing Agreement or of the Trust Agreement.

Underwriters.

Each underwriting agreement will generally provide that the underwriters will indemnify the Depositor and its directors, officers and controlling parties against specified liabilities, including liabilities under the Securities Act relating to certain information provided or actions taken by the underwriters.

Other Indemnification.

The Depositor (or an affiliate of the Depositor) may maintain insurance to indemnify any Covered Person against any exposure, liability or loss. Additionally, an affiliate of the Depositor may from time to time agree to indemnify a Covered Person on terms and conditions similar to the indemnification provided under the LLC Agreement.

Item 16. Exhibits.

A list of exhibits filed herewith or incorporated by reference is contained in the Exhibit Index which is incorporated herein by reference.

Item 17. Undertakings.

Each undersigned Registrant hereby undertakes:

(a)As to Rule 415:

(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

Provided, however, that the undertakings set forth in clauses (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

Provided further, however, clauses (i) and (ii) above do not apply if the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§ 229.1100(c)).

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining any liability under the Securities Act to any purchaser:

(i) each prospectus filed by each undersigned Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of each Registrant under the Securities Act to any purchaser in the initial distribution of the securities, each undersigned Registrant undertakes that in a primary offering of securities of that undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, that undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of that undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of that undersigned Registrant or used or referred to by that undersigned Registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about that undersigned Registrant or its securities provided by or on behalf or that undersigned Registrant; and

(iv) any other communication that is an offer in the offering made by that undersigned Registrant to the purchaser.

(b)As to Indemnification:

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of a Registrant pursuant to the provisions described under Item 15 above, or otherwise, that Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the applicable Registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the applicable Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)As to Filings in Reliance on Rule 430(A).

(1) For purposes of determining any liability under the Securities Act, the information omitted from any form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of

prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.

(d)As to Qualification of Trust Indentures Under the Trust Indenture Act of 1939 for Delayed Offerings

Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the indenture trustee to act under subsection (a) of Section 310 of the Trust Indenture Act, in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

(e)As to Filings Regarding Asset-Backed Securities Incorporating by Reference Subsequent Exchange Act Documents by Third Parties.

For purposes of determining any liability under the Securities Act, each filing of the annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.

(f)As to Filings Regarding Asset-Backed Securities That Provide Certain Information Through an Internet Web Site.

(i) Except as otherwise provided by Item 1105 of Regulation AB, information provided in response to that Item pursuant to Rule 312 of Regulation S-T (17 CFR 232.312) through any specified Internet address in the prospectus is deemed to be a part of the prospectus included in the Registration Statement.

(ii) In addition, to provide to any person without change, upon request, a copy of the information provided in response to Item 1105 of Regulation AB pursuant to Rule 312 of Regulation S-T through any specified Internet address as of the date of the prospectus included in the Registration Statement if a subsequent update or change is made to the information.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant, Volkswagen Auto Lease/Loan Underwritten Funding, LLC, certifies that it has reasonable grounds to believe that it meets all the requirements for filing a Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Herndon, Virginia, on ~~July 10,~~September 16, 2009.


	VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC
~~By:~~	~~/s/ Martin Luedtke~~
~~Name:~~	~~Martin Luedtke~~
~~Title:~~	~~President~~



	By:	/s/ Martin Luedtke
	Name:	Martin Luedtke
	Title:	President



	By:	/s/ Lawrence S. Tolep
~~Name:~~	Name:	Lawrence S. Tolep
	Title:	Assistant Treasurer

The registrant reasonably believes that at the time of sale, at least one nationally recognized statistical rating organization (as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) will have rated the securities to be offered hereunder in one of its generic rating categories which signifies investment grade.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and indicated on September 16, 2009.



		By:		/s/ Martin Luedtke
		Name:		Martin Luedtke
		Title:		Director, President (Principal Executive Officer)



		By: Name:		* /s/ Andrew Stuart Andrew Stuart
		Title:		Director, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)



		By: Name:		* /s/ Allen Strang Allen Strang, Esq.
		Title:		Director



		By: Name:		* /s/ Kevin P. Burns Kevin P. Burns
		Title:		Director



*		The undersigned by signing his name hereto, does hereby sign this Amendment No. 1 to Registration Statement on behalf of the above-indicated officer or director of the Registrant pursuant to the Power of Attorney signed by such officer or director.



By:		/s/ Martin Luedtke
Name:		Martin Luedtke
Title:		President

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant, VW Credit Leasing, Ltd., certifies that it has reasonable grounds to believe that it meets all the requirements for filing a Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Herndon, Virginia, on September 16, 2009.



		VW CREDIT LEASING, LTD.



		By: VW Credit, Inc., solely as servicer of VW Credit Leasing, Ltd.



		By:		/s/ Kevin Kelly
		Name:		Kevin Kelly
		Title:		President and CFO



		By:		/s/ Martin Luedtke
		Name:		Martin Luedtke
		Title:		Treasurer

The registrant reasonably believes that at the time of sale, at least one nationally recognized statistical rating organization (as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) will have rated the securities to be offered hereunder in one of its generic rating categories which signifies investment grade.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Martin Luedtke, Andrew Stuart, ~~Allen Strang~~Dennis Tack and any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for and in his own name, place and stead, in any and all capacities, acting alone, to sign this Amendment No. 1 to Registration Statement, any and all other amendments (including post-effective amendments) to ~~this~~ Registration Statement and any or all other documents in connection therewith, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as might or could be done in person, hereby ratifying and confirming all said attorney-in-fact and agent or any of them or any substitute or substitute for any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated:


Signature	Title	Date

/s/ Martin Luedtke Martin Luedtke	~~Director, President and Treasurer~~Performing the function of ~~Volkswagen Auto Lease/Loan Underwritten Funding, LLC (Principal~~ Principal Executive ~~Officer)~~Officer of VW Credit Leasing, Ltd.	~~July 10,~~September 16, 2009

/s/ Andrew Stuart Andrew Stuart	~~Director, Vice President/ Chief~~Performing the function of Principal Financial Officer of ~~Volkswagen Auto Lease/Loan Underwritten Funding, LLC (Principal Financial and Accounting Officer)~~VW Credit Leasing, Ltd.	~~July 10,~~September 16, 2009

/s/ ~~Allen Strang~~Dennis Tack ~~Allen Strang, Esq.~~Dennis Tack	~~Director~~Performing the function of ~~Volkswagen Auto Lease/Loan Underwritten Funding, LLC~~ Principal Accounting Officer of VW Credit Leasing, Ltd.	~~July 10, 2009~~

~~/s/ Kevin P. Burns~~ ~~Kevin P. Burns~~	~~Director of Volkswagen Auto Lease/Loan Underwritten Funding, LLC~~	~~July 10,~~September 16, 2009

EXHIBIT INDEX


Exhibit
No.		Description of Exhibit

	1.1		Form of Underwriting Agreement *

	3.1.1		Certificate of Formation of Volkswagen Auto Lease Underwritten Funding, LLC (“VALU Funding”) *

	3.1.2		Certificate of Amendment to Certificate of Formation of VALU ~~Funding~~Funding*

	3.2		Limited Liability Company Agreement of VALU ~~Funding~~Funding*

	4.1		Form of Indenture between the Issuing Entity and the Indenture Trustee (including forms of Notes) (Loan Receivables) *

	4.2		Form of Indenture between the Issuing Entity and the Indenture Trustee (including forms of Notes) (Lease Assets) *

	4.3		Form of Pooling and Servicing Agreement among VALU Funding, the Servicer and the Trustee (Loan Receivables) *

	5.1		Opinion of Mayer Brown LLP with respect to legality*legality

	8.1		Opinion of Mayer Brown LLP with respect to federal income tax matters *

	10.1		Form of Sale and Servicing Agreement among VALU Funding, the Servicer and the Issuing Entity (Loan Receivables) *

	10.2		Form of Receivables Purchase Agreement between VALU Funding and VW Credit, Inc. (Loan Receivables) *

	10.3		Form of SUBI Sale Agreement between VW Credit, Inc. and VALU Funding (Lease Assets) *

	10.4		Form of SUBI Transfer Agreement between VALU Funding and the Issuing Entity (Lease Assets) *

	10.5		Trust Agreement among VW Credit, Inc., U.S. Bank Trust National Association and Wilmington Trust Company (Lease Assets) *

	10.6		Form of Transaction SUBI Supplement to Trust Agreement between VW Credit, Inc. and U.S. Bank National Association (including form of the SUBI Certificate) (Lease Assets) *

	10.7		Amended and Restated Servicing Agreement between VW Credit Leasing, Ltd. and VW Credit, Inc. (Lease Assets) *

	10.8		Form of Transaction SUBI Supplement to Amended and Restated Servicing Agreement among VW Credit Leasing, Ltd., VW Credit, Inc. and U.S. Bank National Association (Lease Assets) *

	10.9		Form of Interest Rate Swap Agreement between the Issuing Entity and the Swap ~~Counterparty~~Counterparty*

	10.10		Form of Administration Agreement among the Issuing Entity, VW Credit, Inc. and Indenture Trustee (Loan Receivables) *

	10.11		Form of Administration Agreement among the Issuing Entity, VW Credit, Inc. and Indenture Trustee (Lease Assets) *

	23.1		Consent of Mayer Brown LLP (included in Exhibits 5.1 and 8.1)*

24.1		Power of Attorney with respect to signatories for Volkswagen Auto Lease/Loan Underwritten Funding, LLC*

	~~24.1~~24.2		~~Powers~~Power of Attorney with respect to signatories for VW Credit Leasing, Ltd. (included in the signature pages to this Amendment No. 1 to Registration Statement)

	25.1		Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1**

	99.1		Form of Limited Liability Company Agreement of the Issuing ~~Entity~~Entity*

	99.2		Form of Amended and Restated Trust Agreement of the Issuing Entity (Loan Receivables) *

	99.3		Form of Amended and Restated Trust Agreement of the Issuing Entity (Lease Assets) *


		Exhibit
	~~99.4~~No.		Description of Exhibit
99.4		Form of Limited Partnership ~~Agreement~~Agreement*



*		~~To be~~Previously filed ~~by amendment.~~on July 10, 2009.


**		To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.


		FRBNY). An assignment of a TALF loan may also require the consent of the ~~primary dealer~~TALF agent that arranged the TALF loan. In addition, we can give no assurance that any TALF related request by a ~~primary dealer~~TALF agent for future documentation, fees or assurances occurring after issuance of the notes with respect to secondary market purchases of the notes will be acceptable to you, and it is expected that none of the sponsor, the depositor, the issuing entity, the underwriters nor any of their subsidiaries or affiliates will have any obligation to comply with any future request made by a ~~primary dealer.~~TALF agent. As a result of the foregoing, you may not be able to sell your notes when you want to do so or you may not be able to obtain the price that you wish to receive. See also“—The absence of a secondary market for the securities could limit your ability to resell your securities”in the ~~prospectus~~.prospectus.



		• Investors Financing a Purchase of Notes with a TALF Loan must Access the TALF Program through a ~~Primary Dealer~~TALF Agent. An investor seeking a loan under the TALF program may only gain access to the TALF program as a borrower through a ~~primary dealer~~TALF agent. A “TALF agent” is any financial institution that has agreed to be bound by the Master Loan and Security Agreement (the “MLSA”) between the FRBNY, the ~~primary dealers~~TALF agents and The Bank of New York Mellon, as custodian and administrator. TALF agents are primary dealers, as well as other dealers who have been specifically designated by the FRBNY to serve in this capacity, as agents on behalf of their customers, the TALF borrowers, in support of the TALF program. Although a TALF borrower will have various obligations and make various representations to the FRBNY, a borrower will not be in direct contractual privity with the FRBNY or any other government entity. The TALF borrower must enter into a customer agreement with a ~~primary dealer~~TALF agent that will act on behalf of the borrower in connection with a TALF loan and will receive from the borrower and deliver to the TALF custodian the eligible collateral, collateral haircut and other amounts due in connection with the closing of a


		backed by auto loan asset-backed securities may be made once per month on the applicable TALF subscription date. On the TALF loan subscription date, the ~~primary dealer~~TALF agent must provide the custodian with the CUSIP numbers and offering documents of all collateral expected to be pledged to secure the TALF loans for which that TALF agent acts on behalf of TALF borrowers, together with other information regarding the prospective borrower and the eligible collateral. On the TALF loan settlement date, the TALF borrower, through its ~~primary dealer,~~TALF agent, will deliver the pledged collateral, the collateral haircut and the administrative fee due in connection with the TALF Loan to The Bank of New York Mellon, as the TALF custodian. If an investor in the notes failed to successfully subscribe for a TALF loan on the subscription date, or failed to close the TALF loan on the TALF loan settlement date, that investor would not be able to apply for another TALF loan until the next TALF subscription date, at which date the notes may no longer constitute eligible collateral. See“— Terms and Conditions to Obtaining TALF Loans May Change and You May Not Be Able to Pledge the Notes in the Future. ”



		An investor in the notes who obtains a loan under the TALF program will not directly receive payments of interest and principal on any notes pledged to secure the TALF loan. Instead, payments with respect to pledged securities under the TALF program will be distributed directly to the TALF custodian, which will then be applied first to pay interest and principal on the TALF loan, and then the remainder is distributed through the TALF agent to the TALF borrower in accordance with the terms of the MLSA and subject to the applicable customer agreement. While certain terms are required by the MLSA to be contained in each customer agreement, the terms of any particular customer agreement may vary depending on the ~~primary dealer~~TALF agent or ~~dealers~~agents selected by an investor. We can make no assurances of the creditworthiness or operations of any particular ~~primary dealer,~~TALF agent, or that the terms offered under any particular ~~primary dealer’s~~TALF agent’s customer agreement will be acceptable to you. ~~Primary dealers~~TALF agents may or may not be underwriters of the notes or affiliates of the underwriters. None of the sponsor, the depositor, the issuing entity, the underwriters or any of their subsidiaries or affiliates can give you any assurances that you will be an eligible borrower or that you will be able to borrow any funds under TALF.


		future documentation, fees or assurances occurring after issuance of the notes with respect to secondary market purchases of the notes will be acceptable to you, and it is expected that none of the sponsor, the depositor, the issuing entity, the underwriters nor any of their subsidiaries or affiliates will have any obligation to comply with any future request made by a ~~primary dealer.~~TALF agent. As a result of the foregoing, you may not be able to sell your notes when you want to do so or you may not be able to obtain the price that you wish to receive. See also “—The absence of a secondary market for the securities could limit your ability to resell your securities” in the prospectus.



		• Investors Financing a Purchase of Notes with a TALF Loan must Access the TALF Program through a ~~Primary Dealer.~~TALF Agent.An investor seeking a loan under the TALF program may only gain access to the TALF program as a borrower through a ~~primary dealer~~TALF Agent. A “TALF agent” is any financial institution that has agreed to be bound by the Master Loan and Security Agreement (the “MLSA”) between the FRBNY, the ~~primary dealers~~TALF agents and The Bank of New York Mellon, as custodian and administrator. TALF agents are primary dealers, as well as other dealers who have been specifically designated by the FRBNY to serve in this capacity, as agents on behalf of their customers, the TALF borrowers, in support of the TALF program. Although a TALF borrower will have various obligations and make various representations to the FRBNY, a borrower will not be in direct contractual privity with the FRBNY or any other government entity. The TALF borrower must enter into a customer agreement with a ~~primary dealer~~TALF agent that will act on behalf of the borrower in connection with a TALF loan and will receive from the borrower and deliver to the TALF custodian the eligible collateral, collateral haircut and other amounts due in connection with the closing of a TALF loan. Under the TALF program, the “collateral haircut”, which will be delivered by the borrower in connection with a TALF loan, is an amount of cash equal to the market value of the asset-backed securities to be pledged by a borrower to secure the TALF loan multiplied by a percentage set forth by the FRBNY as the applicable “haircut percentage”, which varies based


		borrower, through its ~~primary dealer,~~TALF agent, will deliver the pledged collateral, the collateral haircut and the administrative fee due in connection with the TALF Loan to The Bank of New York Mellon, as the TALF custodian. If an investor in the notes failed to successfully subscribe for a TALF loan on the subscription date, or failed to close the TALF loan on the TALF loan settlement date, that investor would not be able to apply for another TALF loan until the next TALF subscription date, at which date the notes may no longer constitute eligible collateral. See “— Terms and Conditions to Obtaining TALF Loans May Change and You May Not Be Able to Pledge the Notes in the Future.”



		An investor in the notes who obtains a loan under the TALF program will not directly receive payments of interest and principal on any notes pledged to secure the TALF loan. Instead, payments with respect to pledged securities under the TALF program will be distributed directly to the custodian, which will then be applied first to pay interest and principal on the TALF loan, and then the remainder is distributed through the TALF agent to the TALF borrower in accordance with the terms of the MLSA and subject to the applicable customer agreement. While certain terms are required by the MLSA to be contained in each customer agreement, the terms of any particular customer agreement may vary depending on the ~~primary dealer~~TALF agent or ~~dealers~~agents selected by an investor. We can make no assurances of the creditworthiness or operations of any particular ~~primary dealer,~~TALF agent, or that the terms offered under any particular ~~primary dealer’s~~TALF agent’s customer agreement will be acceptable to you. ~~Primary dealers~~TALF agents may or may not be underwriters of the notes or affiliates of the underwriters. None of the sponsor, the depositor, the issuing entity, the underwriters or any of their subsidiaries or affiliates can give you any assurances that you will be an eligible borrower or that you will be able to borrow any funds under TALF.


		• The FRBNY May Enforce its Rights in the Collateral and Sell Your Notes. The FRBNY is permitted to assign asset-backed securities pledged as collateral to secure a TALF loan to TALF LLC, a special purpose entity, upon the occurrence of certain defaults (including the failure to repay the TALF loan by the applicable maturity date, which is currently three years for loans secured by auto lease-backed securities) and other events described in the MLSA, and TALF LLC may liquidate the collateral and pursue remedies against the TALF borrower. If TALF LLC were to liquidate collateral or pursue remedies with respect to securities of the same class as the notes you purchased (including as a result of defaults or other


	~~VW CREDIT LEASING, LTD.~~ ~~By: VW Credit, Inc., solely as servicer of VW~~ ~~Credit Leasing, Ltd.~~
	~~By:~~	~~/s/ Kevin Kelly~~
	~~Name:~~	~~Kevin Kelly~~
	~~Title:~~	~~President and CEO~~


	~~By:~~	~~/s/ Martin Luedtke~~
	~~Name:~~	~~Martin Luedtke~~
	~~Title:~~	~~Treasurer~~