THIS ADMINISTRATION AGREEMENT (this Agreement) dated as of December 3, 2020, is between VOLKSWAGEN AUTO LEASE TRUST 2020-A, a Delaware statutory trust (the Issuer), VW CREDIT, INC., a Delaware corporation, as administrator (VCI or in its capacity as administrator, the Administrator), and CITIBANK, N.A., a national banking association, 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 Indenture dated as of the date hereof (the Indenture) by and between the Issuer 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 Certificates pursuant to the Trust Agreement and has entered into or is subject to certain agreements in connection therewith, including, (i) the SUBI Transfer Agreement, (ii) the Indenture, (iii) the Depository Agreement and (iv) the Trust Agreement (each of the agreements referred to in clauses (i) through (iv) 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 and the Owner Trustee 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; provided, however, except as otherwise provided in the Issuer Documents, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Issuer Document; provided, further, however, that the Administrator shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee under Sections 11.13, 11.14, 11.15, 11.16 and 11.17 of the Trust Agreement and to otherwise comply with the requirements of the
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