Common use of Foreclosure Event Clause in Contracts

Foreclosure Event. Following the occurrence of a Foreclosure Event, distributions will be made by the Security Trustee from the Available Distribution Amount and any proceeds of enforcement of the Security according to the following Order of Priority: (a) first, amounts payable in respect of taxes (if any) by the Issuer; (b) second, amounts (excluding any payments under the Trustee Claim) payable (i) to the Security Trustee under this Agreement or the Deed of Charge and Assignment, (ii) pari passu to any successor of the Security Trustee (if applicable) appointed pursuant to Clauses 30 (Termination by the Security Trustee for Good Cause) and 31 (Replacement of the Security Trustee) of this Agreement or under any agreement replacing this Agreement and (iii) any fees, costs, expenses, indemnities and other amounts due and payable to any receiver, manager, receiver and manager, administrator or administrative receiver appointed in respect of the Issuer in accordance with the Deed of Charge and Assignment; (c) third, to the Servicer the Servicer Fee; (d) fourth, of equal rank amounts payable (i) to the directors of the Issuer; (ii) to the Corporate Services Provider under the Corporate Services Agreement; (iii) to each Agent under the Agency Agreement; (iv) to the Account Bank and the Cash Administrator under the Account Agreement; (v) to the Rating Agencies the fees for the monitoring of the Issue; (vi) to the Joint Lead Managers and the Managers under the Note Purchase Agreement; (vii) to the Data Protection Trustee under the Data Protection Trust Agreement and (viii) to the Issuer in respect of other administration costs and expenses of the Issuer, including, without limitation, any costs relating to the listing of the Notes on the official list of the Luxembourg Stock Exchange and the admission to trading of the Notes on the regulated market of the Luxembourg Stock Exchange, any auditors' fees, any tax filing fees and any annual return or exempt company status fees and any Administrator Recovery Incentive; (e) fifth, amounts payable by the Issuer to the Swap Counterparty in respect of any Net Swap Payments or any Swap Termination Payments under the Swap Agreements (if any and provided that the Swap Counterparty is not the Defaulting Party (as defined in the relevant Swap Agreement) and there has been no termination of the transaction under the Swap Agreement due to a termination event relating to the Swap Counterparty's downgrade); if the amounts available to the Issuer to make payment to the Swap Counterparty are insufficient to meet the Issuer's payment obligations under the Swap Agreements, such payments by the Issuer will be used first for payments due under the Class A Swap Agreement and, to the extent such payment obligations have been fully satisfied, second, for payments due under the Class B Swap Agreement;; (f) sixth, on a pro rata and pari passu basis, amounts payable in respect of (a) interest accrued during the immediately preceding Interest Period on the Class A Notes plus (b) Interest Shortfalls (if any) on the Class A Notes; (g) seventh, on a pro rata and pari passu basis to the holders of the Class A Notes in respect of principal until the Class A Notes are redeemed in full; (h) eighth, on a pro rata and pari passu basis, amounts payable in respect of (a) interest accrued during the immediately preceding Interest Period on the Class B Notes plus (b) Interest Shortfalls (if any) on the Class B Notes; (i) ninth, on a pro rata and pari passu basis to the holders of the Class B Notes in respect of principal until the Class B Notes are redeemed in full; (j) tenth, by the Issuer to the Swap Counterparty, any payments under the Swap Agreements other than those made under item fifth above; if the amounts available to the Issuer to make payment to the Swap Counterparty are insufficient to meet the Issuer's payment obligations under the Swap Agreements, such payments by the Issuer will be used first for payments due under the Class A Swap Agreement and, to the extent such payment obligations have been fully satisfied, second, for payments due under the Class B Swap Agreement; (k) eleventh, to the Subordinated Lender amounts payable in respect of accrued and unpaid interest on the Subordinated Loan (including, without limitation, overdue interest); (l) twelfth, to the Subordinated Lender, principal amounts until the aggregate principal amount of the Subordinated Loan has been reduced to zero; and (m) thirteenth, to pay all remaining excess to VWFS by way of a final success fee.

Foreclosure Event. Following the occurrence of a Foreclosure Event, distributions will be made by the Security Trustee from the Available Distribution Amount and any proceeds of enforcement of the Security according to the following Order of Priority: (a) first, amounts payable in respect of taxes (if any) by the Issuer; (b) second, amounts (excluding any payments under the Trustee Claim) payable (i) to the Security Trustee under this Agreement or the Deed of Charge and Assignment, (ii) pari passu to any successor of the Security Trustee (if applicable) appointed pursuant to Clauses clauses 30 (Termination by the Security Trustee for Good Cause) and 31 (Replacement of the Security Trustee) of this Agreement or under any agreement replacing this Agreement and (iii) any fees, costs, expenses, indemnities and other amounts due and payable to any receiver, manager, receiver and manager, administrator or administrative receiver appointed in respect of the Issuer in accordance with the Deed of Charge and Assignment; (c) third, to the Servicer the Servicer Fee; (d) fourth, of equal rank amounts payable (i) to the directors of the Issuer; (ii) to the Corporate Services Provider under the Corporate Services Agreement; (iii) to each Agent under the Agency Agreement; (iv) to the Account Bank and the Cash Administrator under the Account Agreement; (v) to the Rating Agencies the fees for the monitoring of the Issue; (vi) to the Joint Lead Managers and the Managers Manager under the Note Purchase Agreement; (vii) to the Data Protection Trustee under the Data Protection Trust Agreement and (viii) to the Issuer in respect of other administration costs and expenses of the Issuer, including, without limitation, any costs relating to the listing of the Notes on the official list of the Luxembourg Stock Exchange and the admission to trading of the Notes on the regulated market of the Luxembourg Stock Exchange, any auditors' fees, any tax filing fees and any annual return or exempt company status fees and any Administrator Recovery Incentive; (e) fifth, amounts payable by the Issuer to the Swap Counterparty in respect of any Net Swap Payments or any Swap Termination Payments under the Swap Agreements (if any and provided that the Swap Counterparty is not the Defaulting Party (as defined in the relevant Swap Agreement) and there has been no termination of the transaction under the Swap Agreement due to a termination event relating to the Swap Counterparty's downgrade); if the amounts available to the Issuer to make payment to the Swap Counterparty are insufficient to meet the Issuer's payment obligations under the Swap Agreements, such payments by the Issuer will be used first for payments due under the Class A Swap Agreement and, to the extent such payment obligations have been fully satisfied, second, for payments due under the Class B Swap Agreement;; (f) sixth, on a pro rata and pari passu basis, amounts payable in respect of (a) interest accrued during the immediately preceding Interest Period on the Class A Notes plus (b) Interest Shortfalls (if any) on the Class A Notes; (g) seventh, on a pro rata and pari passu basis to the holders of the Class A Notes in respect of principal until the Class A Notes are redeemed in full; (h) eighth, on a pro rata and pari passu basis, amounts payable in respect of (a) interest accrued during the immediately preceding Interest Period on the Class B Notes plus (b) Interest Shortfalls (if any) on the Class B Notes; (i) ninth, on a pro rata and pari passu basis to the holders of the Class B Notes in respect of principal until the Class B Notes are redeemed in full; (j) tenth, by the Issuer to the Swap Counterparty, any payments under the Swap Agreements other than those made under item fifth above; if the amounts available to the Issuer to make payment to the Swap Counterparty are insufficient to meet the Issuer's payment obligations under the Swap Agreements, such payments by the Issuer will be used first for payments due under the Class A Swap Agreement and, to the extent such payment obligations have been fully satisfied, second, for payments due under the Class B Swap Agreement; (k) eleventh, to the Subordinated Lender amounts payable in respect of accrued and unpaid interest on the Subordinated Loan (including, without limitation, overdue interest); (l) twelfth, to the Subordinated Lender, principal amounts until the aggregate principal amount of the Subordinated Loan has been reduced to zero; and (m) thirteenth, to pay all remaining excess to VWFS by way of a final success fee.

Foreclosure Event. Following the occurrence of a Foreclosure Event, distributions will be made by the Security Trustee from the Available Distribution Amount and any proceeds of enforcement of the Security according to the following Order of Priority: (a) first, amounts payable in respect of taxes (if any) by the Issuer; (b) second, amounts (excluding any payments under the Trustee Claim) payable (i) to the Security Trustee under this Agreement or the Deed of Charge and Assignment, (ii) pari passu to any successor of the Security Trustee (if applicable) appointed pursuant to Clauses 30 (Termination by the Security Trustee for Good Cause) and 31 (Replacement of the Security Trustee) of this Agreement or under any agreement replacing this Agreement and (iii) any fees, costs, expenses, indemnities and other amounts due and payable to any receiver, manager, receiver and manager, administrator or administrative receiver appointed in respect of the Issuer in accordance with the Deed of Charge and Assignment; (c) third, to the Servicer the Servicer Fee; (d) fourth, of equal rank amounts payable (i) to the directors of the Issuer; (ii) to the Corporate Services Provider under the Corporate Services Agreement; (iii) to each Agent under the Agency Agreement; (iv) to the Account Bank and the Cash Administrator under the Account Agreement; (v) to the Rating Agencies the fees for the monitoring of the Issue; (vi) to the Joint Lead Managers and the Managers under the Note Purchase Agreement; (vii) to the Data Protection Trustee under the Data Protection Trust Agreement and (viii) to the Issuer in respect of other administration costs and expenses of the Issuer, including, without limitation, any costs relating to the listing of the Notes on the official list of the Luxembourg Stock Exchange and the admission to trading of the Notes on the regulated market of the Luxembourg Stock Exchange, any auditors' fees, any tax filing fees and any annual return or exempt company status fees and any Administrator Recovery Incentivefees; (e) fifth, amounts payable by the Issuer to the Swap Counterparty in respect of any Net Swap Payments or any Swap Termination Payments under the Swap Agreements (if any and provided that the Swap Counterparty is not the Defaulting Party (as defined in the relevant Swap Agreement) and there has been no termination of the transaction under the Swap Agreement due to a termination event relating to the Swap Counterparty's downgrade); if the amounts available to the Issuer to make payment to the Swap Counterparty are insufficient to meet the Issuer's payment obligations under the Swap Agreements, such payments by the Issuer will be used first for payments due under the Class A Swap Agreement and, to the extent such payment obligations have been fully satisfied, second, for payments due under the Class B Swap Agreement;; (f) sixth, on a pro rata and pari passu basis, amounts payable in respect of (a) interest accrued during the immediately preceding Interest Period on the Class A Notes plus (b) Interest Shortfalls (if any) on the Class A Notes; (g) seventh, on a pro rata and pari passu basis to the holders of the Class A Notes in respect of principal until the Class A Notes are redeemed in full; (h) eighth, on a pro rata and pari passu basis, amounts payable in respect of (a) interest accrued during the immediately preceding Interest Period on the Class B Notes plus (b) Interest Shortfalls (if any) on the Class B Notes; (i) ninth, on a pro rata and pari passu basis to the holders of the Class B Notes in respect of principal until the Class B Notes are redeemed in full; (j) tenth, by the Issuer to the Swap Counterparty, any payments under the Swap Agreements other than those made under item fifth above; if the amounts available to the Issuer to make payment to the Swap Counterparty are insufficient to meet the Issuer's payment obligations under the Swap Agreements, such payments by the Issuer will be used first for payments due under the Class A Swap Agreement and, to the extent such payment obligations have been fully satisfied, second, for payments due under the Class B Swap Agreement; (k) eleventh, to the Subordinated Lender amounts payable in respect of accrued and unpaid interest on the Subordinated Loan (including, without limitation, overdue interest); (l) twelfth, to the Subordinated Lender, principal amounts until the aggregate principal amount of the Subordinated Loan has been reduced to zero; and (m) thirteenth, to pay all remaining excess to VWFS by way of a final success fee.