This ASSET REPRESENTATIONS REVIEW AGREEMENT (this Agreement), entered into as of May 19, 2020, by and among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2020-1, a Delaware statutory trust, as issuer (the Issuer), VW CREDIT, INC., a Delaware corporation (VCI), as servicer (in such capacity, the Servicer) and Clayton Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the Asset Representations Reviewer).
WHEREAS, in connection with a securitization transaction sponsored by VCI, VCI sold a pool of Receivables consisting of retail installment sale contracts to Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the Depositor), who sold them to the Issuer;
WHEREAS, the Issuer will engage the Asset Representations Reviewer to perform reviews of certain Receivables for compliance with certain representations and warranties made with respect thereto; and
WHEREAS, the Asset Representations Reviewer desires to perform such reviews of Receivables in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
USAGE AND DEFINITIONS
Section 1.01 Usage and Definitions.
Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale and Servicing Agreement, dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the Sale and Servicing Agreement) among the Issuer, the Servicer, the Depositor, as seller, and the Indenture Trustee, which also contains rules as to usage that are applicable herein.
Section 1.02 Definitions.
Whenever used in this Agreement, the following words and phrases shall have the following meanings:
Annual Fee has the meaning stated in Section 4.02(a).
Asset Review means the completion by the Asset Representations Reviewer of the testing procedures for each Test and for each Subject Receivable as further described in Section 3.03.