Common use of Sales of Additional Receivables Clause in Contracts

Sales of Additional Receivables. 4.1 The Seller may, on any Additional Offer Date but subject to the provisions of this Agreement, deliver a Notice of Sale to the Issuer (with a copy to the Servicer and the Security Trustee) in relation to any Additional Receivables proposed to be sold by it on an Additional Purchase Date. 4.2 Subject to the provisions of this Clause 4, Clause 2.1 (Agreement for sale and purchase) and Clause 6 (Completion), each Notice of Sale delivered pursuant to Clause 4.1 shall be binding on the Issuer and requires the Issuer to purchase on the specified Additional Purchase Date the relevant Additional Receivables specified in the Schedule attached to such Notice of Sale delivered pursuant to Clause 4.1. 4.3 Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents the Issuer shall not be required to purchase any Additional Receivables or pay any amount in respect of the Additional Receivables Purchase Price related to any Additional Receivables on or after the expiration of the Revolving Period. 4.4 With effect from completion of the sale and purchase of the Additional Receivables on each Additional Purchase Date in accordance with the provisions of this Agreement and, in so far as those Additional Receivables include Scottish Receivables, pending perfection under Scots law of such sale by duly intimated assignation, the Seller will hold the benefit of such Scottish Receivables and the other Scottish Trust Property in trust for the benefit of the Issuer on the terms of the Scottish Trust. At the same time as completion of such sale of Additional Receivables: (a) the Issuer and the Seller will execute a Scottish Declaration of Trust substantially in the form of Part B of Schedule 5 (Form of Scottish Declaration of Trust) hereto in respect of those of the relevant Additional Receivables which are Scottish Receivables and the Seller will deliver and intimate such Scottish Declaration of Trust to the Issuer; and (b) the Issuer will assign the benefit of the Scottish Trust so created to the Security Trustee substantially in the form of Part B of Schedule 4 to the Deed of Charge and Assignment, and the Issuer will procure that that assignation is intimated to the Seller and delivered to the Security Trustee. 4.5 On a Business Day falling no later than 7 Business Days after the Closing Date, the Seller will make available to the Issuer an encrypted list with the personal data (comprising the name, address and the contract number) of the Obligors (the "Initial Encrypted List") which may be read only with the Portfolio Decryption Key and which is necessary for the identification of the Obligors in relation to all Purchased Receivables in the relevant Monthly Period. 4.6 On each Payment Date, the Seller further undertakes to update the encrypted list contained in the Initial Encrypted List (or the Additional Encrypted List, as applicable), and to make such updated encrypted list available to the Issuer (the "Additional Encrypted List"). 4.7 The Issuer is obliged to keep confidential all information about the Receivables and the business of VWFS obtained in connection with its entering into this Agreement. The foregoing shall not apply (i) to information which is generally known or becomes generally known without the Issuer being responsible for such disclosure, (ii) to information the disclosure of which VWFS has expressly or tacitly permitted, (iii) if the Issuer is legally obliged to disclose information (including for the avoidance of doubt and without limitation, if the Issuer is required to disclose information pursuant to FATCA or any other Tax Information Arrangement), and (iv) if the disclosure of information by the Issuer is necessary for asserting rights arising from the Notes or the agreements concluded in connection with the Issue of the Notes.

Sales of Additional Receivables. 4.1 The Seller may, on any Additional Offer Date but subject to the provisions of this Agreement, deliver a Notice of Sale to the Issuer (with a copy to the Servicer and the Security Trustee) in relation to any Additional Receivables proposed to be sold by it on an Additional Purchase Date. 4.2 Subject to the provisions of this Clause clause 4, Clause clause 2.1 (Agreement for sale and purchase) and Clause clause 6 (Completion), each Notice of Sale delivered pursuant to Clause clause 4.1 shall be binding on the Issuer and requires the Issuer to purchase on the specified Additional Purchase Date the relevant Additional Receivables specified in the Schedule attached to such Notice of Sale delivered pursuant to Clause clause 4.1. 4.3 Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents the Issuer shall not be required to purchase any Additional Receivables or pay any amount in respect of the Additional Receivables Purchase Price related to any Additional Receivables on or after the expiration of the Revolving Period. 4.4 With effect from completion of the sale and purchase of the Additional Receivables on each Additional Purchase Date in accordance with the provisions of this Agreement and, in so far as those Additional Receivables include Scottish Receivables, pending perfection under Scots law of such sale by duly intimated assignation, the Seller will hold the benefit of such Scottish Receivables and the other Scottish Trust Property in trust for the benefit of the Issuer on the terms of the Scottish Trust. At the same time as completion of such sale of Additional Receivables: (a) the Issuer and the Seller will execute a Scottish Declaration of Trust substantially in the form of Part B of Schedule 5 (Form of Scottish Declaration of Trust) hereto in respect of those of the relevant Additional Receivables which are Scottish Receivables and the Seller will deliver and intimate such Scottish Declaration of Trust to the Issuer; and (b) the Issuer will assign the benefit of the Scottish Trust so created to the Security Trustee substantially in the form of Part B of Schedule 4 to the Deed of Charge and Assignment, and the Issuer will procure that that assignation is intimated to the Seller and delivered to the Security Trustee. 4.5 On a Business Day falling no later than 7 Business Days after the Closing Date, the Seller will make available to the Issuer an encrypted list with the personal data (comprising the name, address and the contract number) of the Obligors (the "Initial Encrypted List") which may be read only with the Portfolio Decryption Key and which is necessary for the identification of the Obligors in relation to all Purchased Receivables in the relevant Monthly Period. 4.6 On each Payment Date, the Seller further undertakes to update the encrypted list contained in the Initial Encrypted List (or the Additional Encrypted List, as applicable), and to make such updated encrypted list available to the Issuer (the "Additional Encrypted List"). 4.7 The Issuer is obliged to keep confidential all information about the Receivables and the business of VWFS obtained in connection with its entering into this Agreement. The foregoing shall not apply (i) to information which is generally known or becomes generally known without the Issuer being responsible for such disclosure, (ii) to information the disclosure of which VWFS has expressly or tacitly permitted, (iii) if the Issuer is legally obliged to disclose information (including for the avoidance of doubt and without limitation, if the Issuer is required to disclose information pursuant to FATCA or any other Tax Information Arrangement), and (iv) if the disclosure of information by the Issuer is necessary for asserting rights arising from the Notes or the agreements concluded in connection with the Issue of the Notes. 4.8 Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, the Seller and the Issuer hereby agree that Receivables arising out of PCP Agreements and LP Agreements governed by Northern Irish law or relating to a Porsche may be sold to the Issuer as of the Purchase Dates falling in October 2022 or at any earlier Purchase Date following the Closing Date as may be agreed by the Seller and the Issuer.

Sales of Additional Receivables. 4.1 The Seller may, on any Additional Offer Date but subject to the provisions of this Agreement, deliver a Notice of Sale to the Issuer (with a copy to the Servicer and the Security Trustee) in relation to any Additional Receivables proposed to be sold by it on an Additional Purchase Date. 4.2 Subject to the provisions of this Clause clause 4, Clause clause 2.1 (Agreement for sale and purchase) and Clause 6 clause 8 (Completion), each Notice of Sale delivered pursuant to Clause clause 4.1 shall be binding on the Issuer and requires the Issuer to purchase on the specified Additional Purchase Date the relevant Additional Receivables specified in the Schedule attached to such Notice of Sale delivered pursuant to Clause clause 4.1. 4.3 Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents the Issuer shall not be required to purchase any Additional Receivables or pay any amount in respect of the Additional Receivables Purchase Price related to any Additional Receivables on or after the expiration of the Revolving Period. 4.4 With effect from completion of the sale and purchase of the Additional Receivables on each Additional Purchase Date in accordance with the provisions of this Agreement and, in so far as those Additional Receivables include Scottish Receivables, pending perfection under Scots law of such sale by duly intimated assignation, the Seller will hold the benefit of such Scottish Receivables and the other Scottish Trust Property in trust for the benefit of the Issuer on the terms of the Scottish Trust. At the same time as completion of such sale of Additional Receivables: (a) the Issuer and the Seller will execute a Scottish Declaration of Trust substantially in the form of Part B of Schedule 5 (Form of Scottish Declaration of Trust) hereto in respect of those of the relevant Additional Receivables which are Scottish Receivables and the Seller will deliver and intimate such Scottish Declaration of Trust to the Issuer; and (b) the Issuer will assign the benefit of the Scottish Trust so created to the Security Trustee substantially in the form of Part B of Schedule 4 to the Deed of Charge and Assignment, and the Issuer will procure that that assignation is intimated to the Seller and delivered to the Security Trustee. 4.5 On a Business Day falling no later than 7 Business Days after the Closing Date, the Seller will make available to the Issuer an encrypted list with the personal data (comprising the name, address and the contract number) of the Obligors (the "Initial Encrypted List") which may be read only with the Portfolio Decryption Key and which is necessary for the identification of the Obligors in relation to all Purchased Receivables in the relevant Monthly Period. 4.6 On each Payment Date, the Seller further undertakes to update the encrypted list contained in the Initial Encrypted List (or the Additional Encrypted List, as applicable), and to make such updated encrypted list available to the Issuer (the "Additional Encrypted List"). 4.7 The Issuer is obliged to keep confidential all information about the Receivables and the business of VWFS obtained in connection with its entering into this Agreement. The foregoing shall not apply (i) to information which is generally known or becomes generally known without the Issuer being responsible for such disclosure, (ii) to information the disclosure of which VWFS has expressly or tacitly permitted, (iii) if the Issuer is legally obliged to disclose information (including for the avoidance of doubt and without limitation, if the Issuer is required to disclose information pursuant to FATCA or any other Tax Information Arrangement), and (iv) if the disclosure of information by the Issuer is necessary for asserting rights arising from the Notes Instruments or the agreements concluded in connection with the Issue disbursement or issuance of the NotesInstruments.

Sales of Additional Receivables. 4.1 The Seller may, on any Additional Offer Date but subject to the provisions of this Agreement, deliver a Notice of Sale to the Issuer (with a copy to the Servicer and the Security Trustee) in relation to any Additional Receivables proposed to be sold by it on an Additional Purchase Date. 4.2 Subject to the provisions of this Clause clause 4, Clause clause 2.1 (Agreement for sale and purchase) and Clause clause 6 (Completion), each Notice of Sale delivered pursuant to Clause clause 4.1 shall be binding on the Issuer and requires the Issuer to purchase on the specified Additional Purchase Date the relevant Additional Receivables specified in the Schedule attached to such Notice of Sale delivered pursuant to Clause clause 4.1. 4.3 Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents the Issuer shall not be required to purchase any Additional Receivables or pay any amount in respect of the Additional Receivables Purchase Price related to any Additional Receivables on or after the expiration of the Revolving Period. 4.4 With effect from completion of the sale and purchase of the Additional Receivables on each Additional Purchase Date in accordance with the provisions of this Agreement and, in so far as those Additional Receivables include Scottish Receivables, pending perfection under Scots law of such sale by duly intimated assignation, the Seller will hold the benefit of such Scottish Receivables and the other Scottish Trust Property in trust for the benefit of the Issuer on the terms of the Scottish Trust. At the same time as completion of such sale of Additional Receivables: (a) the Issuer and the Seller will execute a Scottish Declaration of Trust substantially in the form of Part B of Schedule 5 (Form of Scottish Declaration of Trust) hereto in respect of those of the relevant Additional Receivables which are Scottish Receivables and the Seller will deliver and intimate such Scottish Declaration of Trust to the Issuer; and (b) the Issuer will assign the benefit of the Scottish Trust so created to the Security Trustee substantially in the form of Part B of Schedule 4 to the Deed of Charge and Assignment, and the Issuer will procure that that assignation is intimated to the Seller and delivered to the Security Trustee. 4.5 On a Business Day falling no later than 7 Business Days after the Closing Date, the Seller will make available to the Issuer an encrypted list with the personal data (comprising the name, address and the contract number) of the Obligors (the "Initial Encrypted List") which may be read only with the Portfolio Decryption Key and which is necessary for the identification of the Obligors in relation to all Purchased Receivables in the relevant Monthly Period. 4.6 On each Payment Date, the Seller further undertakes to update the encrypted list contained in the Initial Encrypted List (or the Additional Encrypted List, as applicable), and to make such updated encrypted list available to the Issuer (the "Additional Encrypted List"). 4.7 The Issuer is obliged to keep confidential all information about the Receivables and the business of VWFS obtained in connection with its entering into this Agreement. The foregoing shall not apply (i) to information which is generally known or becomes generally known without the Issuer being responsible for such disclosure, (ii) to information the disclosure of which VWFS has expressly or tacitly permitted, (iii) if the Issuer is legally obliged to disclose information (including for the avoidance of doubt and without limitation, if the Issuer is required to disclose information pursuant to FATCA or any other Tax Information Arrangement), and (iv) if the disclosure of information by the Issuer is necessary for asserting rights arising from the Notes or the agreements concluded in connection with the Issue of the Notes.

Sales of Additional Receivables. 4.1 The Seller VWFS may, on any Additional Offer Date but subject to the provisions of this Agreement, deliver a Notice of Sale to the Issuer (with a copy to the Servicer and the Security Trustee) in relation to any Additional Receivables proposed to be sold by it on an Additional Purchase Date). 4.2 Subject to the provisions of this Clause clause 4, Clause clause 2.1 (Agreement for sale Sale and purchasePurchase) and Clause clause 6 (Completion), each Notice of Sale delivered pursuant to Clause clause 4.1 shall be binding on the Issuer and requires the Issuer to purchase on the specified Additional Purchase Date the relevant Additional Receivables specified in the Schedule attached to such Notice of Sale delivered pursuant to Clause clause 4.1. 4.3 Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents the Issuer shall not be required to purchase any Additional Receivables or pay any amount in respect of the Additional Receivables Purchase Price related to any Additional Receivables on or after the expiration of the Revolving Period. 4.4 With effect from completion of the sale and purchase of the Additional Receivables on each Additional Purchase Date in accordance with the provisions of this Agreement and, in so far as those Additional Receivables include Scottish Receivables, pending perfection under Scots law of such sale by duly intimated assignation, the Seller VWFS will hold the benefit of such the Scottish Receivables and the other Scottish Trust Property in trust for the benefit of the Issuer on the terms of the Scottish Trust. At the same time as completion of such sale of Additional VWFS Receivables: (a) the Issuer and the Seller VWFS will execute a Scottish Declaration of Trust substantially in the form of Part B of Schedule 5 (Form of Scottish Declaration of Trust) hereto in respect of of, inter alia, those of the relevant Additional VWFS Receivables which are Scottish Receivables and the Seller VWFS will deliver and intimate such Scottish Declaration of Trust to the Issuer; and (b) the Issuer will assign the benefit of the Scottish Trust so created to the Security Trustee substantially in the form of Part B of Schedule 4 3 to the Deed of Charge and Assignment, and the Issuer will procure that that assignation is intimated to the Seller VWFS and delivered to the Security Trustee. 4.5 On a Business Day falling no later than 7 Business Days after the Closing DatePayment Date in May 2018, the Seller will make VWFS made available to the Issuer an encrypted list (the "Encrypted Data File") with the personal data (comprising the name, address and the contract number) of the Obligors (the "Initial Encrypted List") which may be read only with the Portfolio Decryption Key and which is necessary for the identification of the Obligors in relation to all Purchased Receivables in the relevant preceding Monthly Period. 4.6 On VWFS undertakes, on or about each Payment Date, Date following the Seller further undertakes Payment Date in May 2018 to update the encrypted list contained in the Initial Encrypted List (or the Additional Encrypted List, as applicable)Data File, and to make such updated encrypted list available to the Issuer (the "Additional Encrypted List"). 4.7 The Issuer is obliged to keep confidential all information about the Receivables and the business of VWFS obtained in connection with its entering into this Agreement. The foregoing shall not apply (i) to information which is generally known or becomes generally known without the Issuer being responsible for such disclosure, (ii) to information the disclosure of which VWFS has expressly or tacitly permitted, (iii) if the Issuer is legally obliged to disclose information (including for the avoidance of doubt and without limitation, if the Issuer is required to disclose information pursuant to FATCA or any other Tax Information Arrangement), and (iv) if the disclosure of information by the Issuer is necessary for asserting rights arising from the Notes or the agreements concluded in connection with the Issue of the Notes.Issuer

Sales of Additional Receivables. 4.1 The Seller VWFS may, on any Additional Offer Date but subject to the provisions of this Agreement, deliver a Notice of Sale to the Issuer (with a copy to the Servicer and the Security Trustee) in relation to any Additional Receivables proposed to be sold by it on an Additional Purchase Date). 4.2 Subject to the provisions of this Clause 4, Clause 2.1 (Agreement for sale Sale and purchasePurchase) and Clause 6 (Completion), each Notice of Sale delivered pursuant to Clause 4.1 shall be binding on the Issuer and requires the Issuer to purchase on the specified Additional Purchase Date the relevant Additional Receivables specified in the Schedule attached to such Notice of Sale delivered pursuant to Clause 4.1. 4.3 Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents the Issuer shall not be required to purchase any Additional Receivables or pay any amount in respect of the Additional Receivables Purchase Price related to any Additional Receivables on or after the expiration of the Revolving Period. 4.4 With effect from completion of the sale and purchase of the Additional Receivables on each Additional Purchase Date in accordance with the provisions of this Agreement and, in so far as those Additional Receivables include Scottish Receivables, pending perfection under Scots law of such sale by duly intimated assignation, the Seller VWFS will hold the benefit of such the Scottish Receivables and the other Scottish Trust Property in trust for the benefit of the Issuer on the terms of the Scottish Trust. At the same time as completion of such sale of Additional Receivables: (a) the Issuer and the Seller VWFS will execute a Scottish Declaration of Trust (substantially in the form of in Part B of Schedule 5 (Form of Scottish Declaration of Trusthereto) hereto in respect of of, inter alia, those of the relevant Additional Receivables which are Scottish Receivables and the Seller VWFS will deliver and intimate such Scottish Declaration of Trust to the Issuer; and (b) the Issuer will assign the benefit of the Scottish Trust so created to the Security Trustee substantially in the form of Part B of Schedule 4 to the Deed of Charge and Assignment, and the Issuer will procure that that assignation is intimated to the Seller VWFS and delivered to the Security Trustee. 4.5 On a Business Day falling no later than 7 Business Days after the Closing Date, the Seller VWFS will make available to the Issuer an encrypted list (the "Encrypted Data File") with the personal data (comprising the name, address and the contract number) of the Obligors (the "Initial Encrypted List") which may be read only with the Portfolio Decryption Key and which is necessary for the identification of the Obligors in relation to all Purchased Receivables in the relevant preceding Monthly Period. 4.6 On VWFS undertakes, on or about each Payment Date, the Seller further undertakes Date to update the encrypted list contained in the Initial Encrypted List (or the Additional Encrypted List, as applicable)Data File, and to make such updated encrypted list available to the Issuer (the "Additional Encrypted List"). 4.7 The Issuer is obliged to keep confidential all information about the Receivables and the business of VWFS obtained in connection with its entering into this Agreement. The foregoing shall not apply (i) to information which is generally known or becomes generally known without the Issuer being responsible for such disclosure, (ii) to information the disclosure of which VWFS has expressly or tacitly permitted, (iii) if the Issuer is legally obliged to disclose information (including for the avoidance of doubt and without limitation, if the Issuer is required to disclose information pursuant to FATCA or any other Tax Information Arrangement), and (iv) if the disclosure of information by the Issuer is necessary for asserting rights arising from the Notes or the agreements concluded in connection with the Issue of the Notes.Issuer

Sales of Additional Receivables. 4.1 The Seller may, on any Additional Offer Date but subject to the provisions of this Agreement, deliver a Notice of Sale to the Issuer (with a copy to the Servicer and the Security Trustee) in relation to any Additional Receivables proposed to be sold by it on an Additional Purchase Date. 4.2 Subject to the provisions of this Clause clause 4, Clause clause 2.1 (Agreement for sale and purchase) and Clause 6 clause 8 (Completion), each Notice of Sale delivered pursuant to Clause clause 4.1 shall be binding on the Issuer and requires the Issuer to purchase on the specified Additional Purchase Date the relevant Additional Receivables specified in the Schedule attached to such Notice of Sale delivered pursuant to Clause clause 4.1. 4.3 Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents the Issuer shall not be required to purchase any Additional Receivables or pay any amount in respect of the Additional Receivables Purchase Price related to any Additional Receivables on or after the expiration of the Revolving Period. 4.4 With effect from completion of the sale and purchase of the Additional Receivables on each Additional Purchase Date in accordance with the provisions of this Agreement and, in so far as those Additional Receivables include Scottish Receivables, pending perfection under Scots law of such sale by duly intimated assignation, the Seller will hold the benefit of such Scottish Receivables and the other Scottish Trust Property in trust for the benefit of the Issuer on the terms of the Scottish Trust. At the same time as completion of such sale of Additional Receivables: (a) the Issuer and the Seller will execute a Scottish Declaration of Trust substantially in the form of Part B of Schedule 5 (Form of Scottish Declaration of Trust) hereto in respect of those of the relevant Additional Receivables which are Scottish Receivables and the Seller will deliver and intimate such Scottish Declaration of Trust to the Issuer; and (b) the Issuer will assign the benefit of the Scottish Trust so created to the Security Trustee substantially in the form of Part B of Schedule 4 to the Deed of Charge and Assignment, and the Issuer will procure that that assignation is intimated to the Seller and delivered to the Security Trustee. 4.5 On a Business Day falling no later than 7 Business Days after the Closing Date, the Seller will make available to the Issuer an encrypted list with the personal data (comprising the name, address and the contract number) of the Obligors (the "Initial Encrypted List") which may be read only with the Portfolio Decryption Key and which is necessary for the identification of the Obligors in relation to all Purchased Receivables in the relevant Monthly Period. 4.6 On each Payment Date, the Seller further undertakes to update the encrypted list contained in the Initial Encrypted List (or the Additional Encrypted List, as applicable), and to make such updated encrypted list available to the Issuer (the "Additional Encrypted List"). 4.7 The Issuer is obliged to keep confidential all information about the Receivables and the business of VWFS obtained in connection with its entering into this Agreement. The foregoing shall not apply (i) to information which is generally known or becomes generally known without the Issuer being responsible for such disclosure, (ii) to information the disclosure of which VWFS has expressly or tacitly permitted, (iii) if the Issuer is legally obliged to disclose information (including for the avoidance of doubt and without limitation, if the Issuer is required to disclose information pursuant to FATCA or any other Tax Information Arrangement), and (iv) if the disclosure of information by the Issuer is necessary for asserting rights arising from the Notes Instruments or the agreements concluded in connection with the Issue disbursement of the NotesInstruments.