This ASSET REPRESENTATIONS REVIEW AGREEMENT (this Agreement), is entered into as of December 3, 2020, by and among VOLKSWAGEN AUTO LEASE TRUST 2020-A, 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 the regular course of business, motor vehicle dealers in the Volkswagen and Audi network of dealers have assigned closed-end retail lease contracts and the related leased vehicles to VW Credit Leasing, Ltd., as origination trust (the Origination Trust);
WHEREAS, in connection with a securitization transaction sponsored by VCI, the Origination Trust established a special unit of beneficial interest (the SUBI) and allocated to the SUBI certain leases and related leased vehicles owned by the Origination Trust, which are represented by a SUBI certificate representing a beneficial interest in that SUBI (the 2020-A SUBI Certificate);
WHEREAS, the Origination Trust issued the 2020-A SUBI Certificate to VCI, as UTI Beneficiary, and VCI sold the 2020-A SUBI Certificate to Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the Transferor), which in turn resold the 2020-A SUBI Certificate to the Issuer pursuant to a SUBI Transfer Agreement, in exchange for the Notes and Certificates issued by the Issuer;
WHEREAS, the Issuer has granted a security interest in the 2020-A SUBI Certificate to the Indenture Trustee, for the benefit of the Holders of Notes, as security for the Notes issued by the Issuer under the Indenture;
WHEREAS, the Issuer will engage the Asset Representations Reviewer to perform reviews of certain Leases for compliance with certain representations and warranties made with respect thereto; and
WHEREAS, the Asset Representations Reviewer desires to perform such reviews of Leases 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 Indenture, dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the Indenture) between the Issuer and the Indenture Trustee, which also contains rules as to usage that are applicable herein.