THIS ADMINISTRATION AGREEMENT (this Agreement) dated as of May 19, 2020, is between VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2020-1, a Delaware statutory trust (the Issuer), VW CREDIT, INC., a Delaware corporation, as administrator (VCI or in its capacity as administrator, the Administrator), and Deutsche Bank Trust Company Americas, a New York banking corporation, as indenture trustee (the Indenture Trustee). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (the Sale and Servicing Agreement) by and among Volkswagen Auto Lease/Loan Underwritten Funding, LLC, as seller, the Issuer, VCI, as servicer, and the Indenture Trustee.
W I T N E S S E T H :
WHEREAS, the Issuer has issued the Notes pursuant to the Indenture and the Certificate pursuant to the Trust Agreement and has entered into certain agreements in connection therewith, including, (i) the Sale and Servicing Agreement, (ii) the Indenture and (iii) the Note Depository Agreement (the Trust Agreement and each of the agreements referred to in clauses (i) through (iii) are referred to herein collectively as the Issuer Documents);
WHEREAS, to secure payment of the Notes, the Issuer has pledged the Collateral to the Indenture Trustee pursuant to the Indenture;
WHEREAS, pursuant to the Issuer Documents, the Issuer and the Owner Trustee are required to perform certain duties;
WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuer and the Owner Trustee (in its capacity as owner trustee under the Trust Agreement), and to provide such additional services consistent with this Agreement and the Issuer Documents as the Issuer may from time to time request;
WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Duties of the Administrator.
(a) Duties with Respect to the Issuer Documents. The Administrator shall perform all of its duties as Administrator under this Agreement and the Issuer Documents and the duties and obligations of the Issuer and the Owner Trustee (in its capacity as owner trustee under the Trust Agreement) under the Issuer Documents, including the determination of a Benchmark Transition Event, any Benchmark Replacement Conforming Changes, a Benchmark Replacement Adjustment, a Benchmark Replacement or any other matters related to or arising in connection with the foregoing, and including the execution on behalf of the Issuer of any amendment to the Indenture
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