Common use of Agreement for Sale and Purchase Clause in Contracts

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Issuer agrees to purchase: (a) on 27 April 2020 all right, title and interest of the Seller to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title and interest of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause 2.2. 2.2 Each sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall take effect on and with effect from the time on the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause 6 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Issuer agrees to purchase: (a) on 27 April 2020 the Closing Date, all right, title and interest of the Seller to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title and interest of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause Clause 2.2. 2.2 Each sale pursuant to clause Clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall take effect on and with effect from the time on the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause Clause 6 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Cut-Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Issuer agrees to purchase: (a) on 27 April 2020 the Closing Date, all right, title and interest of the Seller to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title and interest of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause Clause 2.2. 2.2 Each sale pursuant to clause Clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall take effect on and with effect from the time on the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause Clause 6 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Issuer agrees to purchase: (a) on 27 April 2020 November 2023 all right, title and interest of the Seller to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title and interest of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause 2.2. 2.2 Each sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall take effect on and with effect from the time on the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause 6 8 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller Issuer agrees to sell and the Issuer VWFS agrees to purchase: purchase the Receivables listed in Schedule 1 (aRepurchased Receivables) on 27 April 2020 all right, title and interest of this Agreement (the Seller to the Initial "Repurchased Receivables; and (b") on any Additional Purchase Date, all right, title and interest of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause 2.2.2.22.2 2.2 Each The sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, and so far as relating to the Northern Irish ReceivablesIssuer, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer VWFS all of its right, title and interest in and to each Repurchased Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the SellerRepurchased Receivable. 2.3 The repurchase price payable in respect of the Repurchased Receivables will be equal to the fair market value of the Repurchased Receivables as at the end of the Monthly Period in which the repurchase occurs (the "Repurchase Price") as determined in accordance with clause 12.3 (Clean-Up Call Option) of the Receivables Purchase Agreement. 2.4 The assignment and transfer in respect of each VWFS Receivable shall take effect on and with effect from [***] (the time on "Repurchase Date"), subject to the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to discharge by VWFS of its obligations in clause 6 (Completion), in respect 2.5 below and the payment of such Receivablesthe Repurchase Price. 2.4 2.5 The sale and assignment of the Initial Purchased Receivables pursuant is subject to the Notice following conditions: (a) VWFS having served written notice of Sale put its intention to require the Seller and exercise of the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business Clean-Up Call Option on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts Noteholders published in accordance with Condition 12 of the Servicing Agreement Notes one month (or more) prior to the date of this Agreement; (b) VWFS delivering to the Issuer and the Security Trustee a duly completed Solvency's Certificate, substantially in the same manner as form set out in Schedule 2 (Form of Solvency Certificate) to this Agreement, signed by a duly authorised officer of VWFS, immediately prior to such payment being made or effected; and (c) the Repurchase Price being sufficient to discharge all payment obligations under the Notes, and any other Collections obligations ranking pari passu with or senior to the Notes in the Order of Priority in full. 2.6 On the Repurchase Date VWFS shall pay into the Distribution Account the Repurchase Price. 2.7 Upon payment of the Repurchase Price by VWFS in respect of the Purchased Receivables.Repurchased Receivables (at the cost of VWFS and without recourse or warranty on the part of the Issuer), the Issuer shall: 2.5 The sale (a) re-assign and assignment re-transfer to VWFS the relevant Repurchased Receivables and all of any Additional Receivables its rights, title, benefits and interests therein (and the Ancillary Rights referable thereto) and to the Collections thereof free from the trusts created pursuant to the Notice Deed of Sale will put Charge and Assignment and each Scottish Declaration of Trust (and any security interest attaching to the Seller and interest of the Issuer in such trusts); and (b) take all such steps and comply with all such formalities as VWFS may reasonably require to perfect the same economic position as if such sale and re-assignment had taken place as at the close and/or release from any Scottish Trust of business on the immediately preceding Additional Cut- Off Date relating VWFS's title to such Additional Receivables. ConsequentlyRepurchased Receivable (and the Ancillary Rights referable thereto), including, where appropriate, by giving notice of such re-assignment or retrocession to the extent that relevant Obligor (and any related guarantor), and/or to perfect the Seller has received any interest or principal or other income release from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect trust of the Purchased Receivablessecurity interests referred to in paragraph (a) above. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller Issuer agrees to sell and the Issuer VWFS agrees to purchase: purchase the Receivables listed in Schedule 1 (aRepurchased Receivables) on 27 April 2020 all right, title and interest of this Agreement (the Seller to the Initial "Repurchased Receivables; and (b") on any Additional Purchase Date, all right, title and interest of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause Clause 2.2. 2.2 Each The sale pursuant to clause Clause 2.1 shall be by way of absolute assignment and, accordingly, the SellerIssuer, with full title guarantee, and so far as relating to the Northern Irish Receivables, Receivables as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer VWFS all of its right, title and interest in and to each Repurchased Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the SellerRepurchased Receivable. 2.3 The repurchase price payable in respect of the Repurchased Receivables will be equal to the fair market value of the Repurchased Receivables as at the end of the Monthly Period in which the repurchase occurs (the "Repurchase Price") as determined in accordance with Clause 12 (Clean-Up Call Option) of the Receivables Purchase Agreement. 2.4 The assignment and transfer in respect of each VWFS Receivable shall take effect on and with effect from [●] (the time on the Closing Date or the Additional Purchase "Repurchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause 6 (Completion"), subject to the discharge by VWFS of its obligations in respect Clause 2.5 below and the payment of such Receivablesthe Repurchase Price. 2.4 2.5 The sale and assignment of the Initial Purchased Receivables pursuant is subject to the Notice following conditions: (a) VWFS having served written notice of Sale put its intention to require the Seller and exercise of the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business Clean-Up Call Option on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts Noteholders published in accordance with Condition 12 of the Servicing Agreement Notes Conditions one month (or more) prior to the date of this Agreement; (b) VWFS delivering to the Issuer and the Security Trustee a duly completed Solvency's Certificate, substantially in the same manner as form set out in Schedule 2 (Form of Seller Solvency Certificate) to this Agreement, signed by a duly authorised officer of VWFS, immediately prior to such payment being made or effected; and (c) the Repurchase Price being sufficient to discharge all payment obligations under the Notes, and any other Collections obligations ranking pari passu with or senior to the Notes in the Order of Priority in full. 2.6 On the Repurchase Date VWFS shall pay into the Distribution Account the Repurchase Price. 2.7 Upon payment of the Repurchase Price by VWFS in respect of the Purchased Receivables.Repurchased Receivables (at the cost of VWFS and without recourse or warranty on the part of the Issuer), the Issuer shall: 2.5 The sale (a) re-assign and assignment re-transfer to VWFS the relevant Repurchased Receivables and all of any Additional Receivables its rights, title, benefits and interests therein (and the Ancillary Rights referable thereto) and to the Collections thereof free from the trusts created pursuant to the Notice Deed of Sale will put Charge and Assignment and each Scottish Declaration of Trust (and any security interest attaching to the Seller and interest of the Issuer in such trusts); and (b) take all such steps and comply with all such formalities as VWFS may reasonably require to perfect the same economic position as if such sale and re-assignment had taken place as at the close and/or release from any Scottish Trust of business on the immediately preceding Additional Cut- Off Date relating VWFS's title to such Additional Receivables. ConsequentlyRepurchased Receivable (and the Ancillary Rights referable thereto), including, where appropriate, by giving notice of such re-assignment or retrocession to the extent that relevant Obligor (and any related guarantor), and/or to perfect the Seller has received any interest or principal or other income release from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect trust of the Purchased Receivablessecurity interests referred to in paragraph (a) above. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, (a) VWFS sold and the Issuer purchased on 20 November 2013 all right, title and interest of VWFS to the Seller Initial VWFS Receivables; and (b) VWFS agrees to sell and the Issuer agrees to purchase: (a) purchase on 27 April 2020 any Additional Purchase Date all right, title and interest of the Seller to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title and interest of the Seller VWFS to the Additional Receivables specified by the Seller VWFS in the relevant Notice of Sale, in each case on the terms set out in clause 2.2. 2.2 Each sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the SellerVWFS, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each VWFS Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such VWFS Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each VWFS Receivable shall took effect on 20 November 2013 or will take effect on and with effect from the time on the Closing Date or the applicable Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause 6 (Completion), in respect of such VWFS Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Cut-Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller VWFS has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller VWFS will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 2.5 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any VWFS Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable VWFS Receivables or the slow realisation of VWFS Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller Agreement VWFS agrees to sell and the Issuer agrees to purchase: (a) purchase on 27 April 2020 the date hereof and on any Additional Purchase Date all right, title and interest of the Seller VWFS to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title Receivables and interest of the Seller to the Additional Receivables respectively, as specified by the Seller VWFS in the relevant Notice of Sale, in each case on the terms set out in clause Clause 2.2. 2.2 Each sale pursuant to clause Clause 2.1 shall be by way of absolute assignment and, accordingly, the SellerVWFS, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall took effect on the date hereof or will take effect on and with effect from the time on the Closing Date or the applicable Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause Clause 6 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Cut-Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller VWFS has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller VWFS will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 2.5 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Issuer agrees to purchase: (a) on 27 April 2020 the Closing Date, all right, title and interest of the Seller to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title and interest of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause Clause 2.2. 2.2 Each sale pursuant to clause Clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall take effect on and with effect from the time on the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause Clause 6 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Cut-Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Issuer agrees to purchase: (a) on 27 April 2020 the Closing Date, all right, title and interest of the Seller to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title and interest of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause 2.2. 2.2 Each sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall take effect on and with effect from the time on the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause 6 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Cut-Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, (a) VWFS sold and the Issuer purchased on 20 November 2013 all right, title and interest of VWFS to the Seller Initial VWFS Receivables; and (b) VWFS agrees to sell and the Issuer agrees to purchase: (a) purchase on 27 April 2020 any Additional Purchase Date all right, title and interest of the Seller to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title and interest of the Seller VWFS to the Additional Receivables specified by the Seller VWFS in the relevant Notice of Sale, in each case on the terms set out in clause 2.2. 2.2 Each sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the SellerVWFS, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each VWFS Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such VWFS Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each VWFS Receivable shall took effect on 20 November 2013 or will take effect on and with effect from the time on the Closing Date or the applicable Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause 6 (Completion), in respect of such VWFS Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller VWFS has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller VWFS will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 2.5 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any VWFS Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable VWFS Receivables or the slow realisation of VWFS Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Issuer agrees to purchase: (a) on 27 April 2020 all right, title and interest of the Seller to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title and interest of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause 2.2. 2.2 Each sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall take effect on and with effect from the time on the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause 6 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller Issuer agrees to sell and the Issuer VWFS agrees to purchase: purchase the Receivables listed in Schedule 1 (aRepurchased Receivables) on 27 April 2020 all right, title and interest of this Agreement (the Seller to the Initial "Repurchased Receivables; and (b") on any Additional Purchase Date, all right, title and interest of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause 2.2. 2.2 Each The sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the SellerIssuer, with full title guarantee, and so far as relating to the Northern Irish Receivables, Receivables as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer VWFS all of its right, title and interest in and to each Repurchased Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the SellerRepurchased Receivable. 2.3 The repurchase price payable in respect of the Repurchased Receivables will be equal to the fair market value of the Repurchased Receivables as at the end of the Monthly Period in which the repurchase occurs (the "Repurchase Price") as determined in accordance with clause 14(Clean-Up Call Option) of the Receivables Purchase Agreement. 2.4 The assignment and transfer in respect of each Repurchased Receivable shall take effect on and with effect from [***] (the time on "Repurchase Date"), subject to the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to discharge by VWFS of its obligations in clause 6 (Completion), in respect of such Receivables. 2.4 The sale 2.5 below and assignment the payment of the Initial Receivables pursuant to the Notice of Sale put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased ReceivablesRepurchase Price. 2.5 The sale and assignment of any Additional the Purchased Receivables pursuant is subject to the Notice following conditions: (a) VWFS having served written notice of Sale will put its intention to require the Seller and exercise of the Issuer in Clean-Up Call Option on (i) the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts Noteholders published in accordance with the Servicing Agreement in the same manner as any other Collections in respect Condition 12 of the Purchased Receivables. 2.6 Notwithstanding anything herein Notes Conditions one month (or in any other Transaction Document more) prior to the contrary, each sale date of any Receivables, pursuant this Agreement and (ii) the Lenders in accordance with Condition 9 (Notices) of the Loans Conditions; (b) Form of Seller Solvency Certificate(Form of Solvency Certificate) to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables , signed by a duly authorised officer of VWFS, immediately prior to such payment being made or the slow realisation of Receivables.effected; and

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this AgreementDeed, the Seller agrees to sell and the Issuer agrees to purchase the Seller's whole right, title, interest and benefit in and to: 2.1.1 the Completion Mortgage Pool and their related Mortgages and Mortgage Rights on the Issue Date or such earlier date as the Seller and the Issuer may agree; and 2.1.2 any Substitute Loans and their related Mortgages and Mortgage Rights on the Repurchase Date as prescribed in clause 8 (Substitute Loans, Cash Repurchase, Product Switch Loans and Shortfall Loans) of this Deed, in each case, on the terms set out in clause 2.2 (the Completion Mortgage Pool and any Substitute Loans, together the Loans). 2.2.1 It shall be a term of any sale referred to in clause 2.1 that the Seller with full title guarantee (or, in relation to Scottish Loans and their related Mortgage Rights, with absolute warrandice) shall sell and the Issuer shall purchase: (a) on 27 April 2020 (subject to the subsisting rights of redemption of Borrowers) all right, title title, interest and interest benefit of the Seller (both present and future) in and under the relevant Loans, their related Mortgages and Mortgage Rights in relation to such Loans excluding any insurance premia payable by any Borrower under such Loan or insurance commissions attributable to the Initial ReceivablesInsurance Contracts in so far as they relate to the Loans (Insurance Commissions) but including for the avoidance of doubt (without double-counting): (i) all sums of principal or any other sum (other than interest) payable or paid under; A) in the case of any of the Loans comprised in the Completion Mortgage Pool on or after the Pool Cut- Off Date; and B) in the case of any Substitute Loans, on or after the Sale Date relating to such Substitute Loan, and including the right to demand, xxx for, recover, receive and give receipts for all principal monies payable or to become payable under such Loans or the unpaid part thereof and for any other sums due under such Loans other than in respect of Insurance Commissions; (ii) all amounts of interest accruing in respect of the period from, or payable or paid under such Loans after, the Pool Cut-Off Date, or forming part of the Balance of such Loans as at the Pool Cut-Off Date, and including the right to demand, xxx for, recover, receive and give receipts for interest due before the Pool Cut-Off Date (but not, for the avoidance of doubt, Pre-Issue Interest Amounts); (iii) the benefit of all securities for such principal monies and interest and other sums payable, the benefit of all consents to mortgages signed by occupiers of Properties, the benefit of all MH/CP Documentation and the benefit of and the right to xxx on all covenants and undertakings in favour of the Seller in each such Loan and any Guarantee in respect thereof and the right to exercise all powers in favour of the Seller in relation to each such Loan and its related Mortgage; (iv) all the estate and interest in the Properties in favour of the Seller subject to rights of redemption or cesser of the relevant Borrowers; and (bv) on any Additional Purchase Dateto the extent that they are assignable, all right, title and interest of the Seller under any valuation and all causes and rights of action in favour of the Seller against any person in connection with any report, valuation, opinion, certificate, consent or other statement of fact or opinion given in connection with any such Loans or affecting the decision of the Seller and/or the relevant Legal Title-Holder to make the relevant advance initially; (vi) the Arrears in respect of the Loans, A) in the case of the Loans comprised in the Completion Mortgage Pool, outstanding on or after the Pool Cut- Off Date; and B) in the case of any Substitute Loans outstanding on or after the relevant Sale Date. (b) all right, title, interest and benefit in favour of the Seller (both present and future) in the Insurance Contracts referred to in Schedule 6 (Insurance Contracts) hereof, with respect to the Additional Receivables specified Loans, including the right to receive the proceeds of any claims in so far as they relate to such Loans, the right to receive the sums referred to and the benefit of the matters referred to in this clause 2.2 being (with respect to any particular Loan) the Mortgage Rights. 2.2.2 If the Seller receives any sums of principal or any other sum (other than interest) in respect of the Loans in respect of the period between the Pool Cut-Off Date and the Closing Date, it shall hold any such amount on trust for the Issuer and shall promptly pay or transfer the same to the Issuer or as the Issuer may direct. 2.2.3 If the Issuer receives any Pre-Issue Interest Amounts, it shall (or procure that the Cash/Bond Administrator shall) hold any such amount on trust for the Seller and shall promptly pay or transfer the same to the Seller or as the Seller may direct. 2.3.1 The sale and purchase of the Loans and Mortgages referred to in clause 2.1 and clause 2.2 including the right to receive the sums referred to therein, the transfer of the legal title thereto, the transfer of the benefit of the matters referred to in clause 2.2.1(a) and the transfer of the obligations referred to therein shall (subject to the terms of clause 5.2): (a) in the case of the English Mortgages over the English Properties which comprise registered land (including any Mortgage which is the subject of an application for first registration at the Land Registry), be effected by the execution of Registered Land Transfers (one for each District Land Registry) in the form set out in Schedule 2, Part 1 (Form of Transfer Registered Land – England and Wales); (b) in the case of the Mortgages over the English Properties which comprise unregistered land (excluding that which is the subject of an application for first registration), be effected by the execution of Unregistered Land Transfers in the form set out in Schedule 2, Part 2 (Form of Transfer (Unregistered Land – England and Wales)); (c) in the case of the Mortgages over the Scottish Properties which are registered or in the course of registration in the Land Register of Scotland, be effected by the execution of one or more assignations by the relevant Legal Title-Holder in the form of the SLR Transfer set out in Schedule 2, Part 3 (Form of Transfer (Land Register- Scotland)); (d) in respect of the Mortgages over Scottish Properties which are recorded or in the course of being recorded in the General Register of Sasines, be effected by the execution of one or more assignations by the relevant Legal Title-Holder in the form of the Sasine Transfer set out in Schedule 2, Part 4 (Form of Transfer (Sasine Register- Scotland)); (e) in the case of all of the Scottish Loans and the related Scottish Mortgages and Mortgage Rights, be effected by the execution of one or more assignations in favour of the Issuer granted by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause 2.2. 2.2 Each sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all respect of its right, title beneficial interest under each Scottish Declaration of Trust and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall take effect on and with effect from the time delivered on the Closing Date in the form of the Scottish Trust Transfer set out in Schedule 8 (Form of Scottish Trust Transfer); (f) in the case of Mortgages over Northern Irish Properties which comprise registered land in the form set out in Schedule 2, Part 5 (Form of Transfer Registered Land – Northern Ireland); (g) in the case of the Mortgages over the Northern Irish Properties which comprise unregistered land, be effected by the execution of Unregistered Land Transfers in the form set out in Schedule 2, Part 6 (Form of Transfer (Unregistered Land – Northern Ireland)); For the avoidance of doubt, the legal title to the Loans and Mortgages will not be transferred until such time as the Land Registry, or the Additional Purchase DateLand Register of Scotland, or the General Register of Sasines, or the Land and Property Services of Northern Ireland (as applicable) confirms the registration or, as applicable, recording of the case may beRegistered Land Transfer, when Unregistered Land Transfer, SLR Transfer or Sasine Transfer (as relevant). 2.3.2 The transfer of the Issuer gives benefit of the confirmation matters referred to in clause 6 (Completion2.2.1(b), shall be effected by the execution of the assignment of policies in respect the form set out in Schedule 3 (Assignment of such ReceivablesPolicies) (the Assignment of Policies). 2.3.3 The transfer of the benefit of the Guarantees (if any) referred to in clause 2.2.1(a)(iii) shall be effected by the execution of the assignments of guarantees (the Assignments of Guarantees) in the form set out in Schedule 5 (Assignment of Guarantees). 2.4 The sale and assignment Each of the Initial Receivables pursuant to the Notice of Sale put Legal Title-Holders and the Seller and agrees to enter into the documents referred to in clause 2.3 (upon request from the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, (prior to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of an Enforcement Notice) or the Notice Trustee (after the delivery of Sale, an Enforcement Notice)) as necessary in connection with and in order to ensure the effectiveness of any sale by the Seller will deal with such amounts to the Issuer pursuant to and in accordance with the Servicing Agreement in the same manner as any other Collections in respect terms of the Purchased Receivablesthis Deed. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Issuer agrees to purchase: (a) on 27 April 2020 March 2023 all right, title and interest of the Seller to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title and interest of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause 2.2. 2.2 Each sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall take effect on and with effect from the time on the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause 6 8 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller Agreement VWFS agrees to sell and the Issuer agrees to purchase: (a) purchase on 27 April 2020 the date hereof and on any Additional Purchase Date all right, title and interest of the Seller VWFS to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title Receivables and interest of the Seller to the Additional Receivables respectively, as specified by the Seller VWFS in the relevant Notice of Sale, in each case on the terms set out in clause Clause 2.2. 2.2 Each sale pursuant to clause Clause 2.1 shall be by way of absolute assignment and, accordingly, the SellerVWFS, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall took effect on the date hereof or will take effect on and with effect from the time on the Closing Date or the applicable Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause Clause 6 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller VWFS has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller VWFS will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 2.5 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 (a) Subject to the terms and conditions of this Agreement, the Seller agrees to Vendor as beneficial owner shall sell and the Issuer agrees Purchaser in reliance upon, inter alia, the Warranties, shall purchase the Shares free from all Encumbrances and with the benefit of all rights attaching to purchase: (a) on 27 April 2020 all right, title and interest of the Seller to the Initial Receivables; andthem. (b) on The Purchaser shall not be obliged to complete the purchase of any Additional Purchase Date, all right, title and interest of the Seller to Shares unless the Additional Receivables specified by purchase of all the Seller in the relevant Notice of Sale, in each case on the terms set out in clause 2.2. 2.2 Each sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall take effect on and with effect from the time on the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause 6 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts Shares is completed simultaneously in accordance with the Servicing Agreement provisions of this Agreement. (c) The Vendor hereby waives any pre-emption rights he may have in the same manner as relation to any other Collections in respect of the Purchased ReceivablesShares under the Articles of Association of the Company or otherwise. 2.5 (d) The sale parties hereto acknowledge that this Agreement is subject to U.S. Bankruptcy procedures. (e) This Agreement is subject to the following preconditions: (i) The issue of an effective Sale Order by the Bankruptcy Court and assignment neither of the parties hereto shall be obliged to complete the purchase of any Additional Receivables pursuant of the Shares until all necessary consents and orders under the Bankruptcy Code (including, without prejudice to the Notice generality of the foregoing, the Sale will put Order) allowing the Seller sale to proceed and this agreement to be completed have issued. (ii) Consent of Udaras na Gaeltachta to the proposed acquisition by the Purchaser of the Shares upon the terms contained herein and further confirmation from it that it does not propose to cancel, revoke, rebate or claw back any grant to the Company or terminate any Lease with the Company as a result of the acquisition by the Purchaser of the Shares and a release from Udaras na Gaeltachta releasing the Vendor from all its obligations under the Grant Agreement made between Udaras na Gaeltachta, the Vendor and the Issuer Company on 15th day of January 1999 and further an express waiver and release from Udaras na Gaeltachta, satisfactory to the Purchaser, of all liabilities owing by the Company, howsoever arising (including all contingent liabilities but excluding any liabilities arising under any lease of the Properties) to Udaras na Gaeltachta. (iii) There being no Material Adverse Effect in the same economic position as if such sale and assignment had taken place as at the close of business or on the immediately preceding Additional Cut- Off Date relating to such Additional Receivables. Consequently, to Company or the extent that Business or the Seller has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect assets of the Purchased ReceivablesCompany. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Issuer agrees to purchase: (a) on 27 April 2020 March 2023 all right, title and interest of the Seller to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title and interest of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause 2.2. 2.2 Each sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall take effect on and with effect from the time on the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause 6 8 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Issuer agrees to purchase: (a) on 27 April 2020 the Closing Date, all right, title and interest of the Seller to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title and interest of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause 2.2. 2.2 Each sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall take effect on and with effect from the time on the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause 6 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Cut-Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller Agreement VWFS agrees to sell and the Issuer agrees to purchase: (a) purchase on 27 April 2020 the date hereof and on any Additional Purchase Date all right, title and interest of the Seller VWFS to the Initial Receivables; and (b) on any Additional Purchase Date, all right, title Receivables and interest of the Seller to the Additional Receivables respectively, as specified by the Seller VWFS in the relevant Notice of Sale, in each case on the terms set out in clause Clause 2.2. 2.2 Each sale pursuant to clause Clause 2.1 shall be by way of absolute assignment and, accordingly, the SellerVWFS, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller. 2.3 The assignment and transfer in respect of each Receivable shall took effect on the date hereof or will take effect on and with effect from the time on the Closing Date or the applicable Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause Clause 6 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Cut-Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller VWFS has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller VWFS will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 2.5 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.

Agreement for Sale and Purchase. 2.1 Subject For the consideration and subject to the terms and conditions of this Agreementherein set forth, and in reliance upon the Seller agrees to sell representations, warranties, covenants and the Issuer agrees to purchase:undertakings herein contained, (a) on 27 April 2020 the MGP Seller hereby agrees to sell, transfer, assign, convey, set over and confirm the MGP Transferred Interest unto the GP Buyer and the GP Buyer hereby agrees to purchase the said MGP Transferred Interest from the MGP Seller, free and clear of all rightliens, title claims, charges or encumbrances of any kind or nature whatsoever other than the terms, covenants and interest provisions of the Partnership Agreement and this Agreement; (b) the AGP Seller hereby agrees to sell, transfer, assign, convey, set over and confirm the AGP Transferred Interest unto the GP Buyer and the GP Buyer hereby agrees to purchase the said AGP Transferred Interest from the AGP Seller, free and clear of all liens, claims, charges or encumbrances of any kind or nature whatsoever other than the terms, covenants and provisions of the Partnership Agreement and this Agreement; (c) each of the LP Sellers hereby agrees to sell, transfer, assign, convey, set over and confirm its Transferred Units unto the LP Buyer and the LP Buyer hereby agrees to purchase the said Transferred Units from the LP Sellers, free and clear of all liens, claims, charges or encumbrances of any kind or nature whatsoever other than the terms, covenants and provisions of the Partnership Agreement and this Agreement; PROVIDED, HOWEVER, that, if, prior to the Initial ReceivablesClosing (as each is hereinafter defined), (i) the Partnership shall not have entered into a settlement agreement with respect to the action commenced by Xx. Xxxxxx Xxxxxx, on behalf of himself and all others similarly situated, against each of the XX Xxxxxxx, NorthStar Capital Investment Corp. and Charbird Enterprises, LLC, defendants, and the Partnership, as nominal defendant, in the Delaware Court of Chancery (the "Class Action") or (ii) the limited partners of the Partnership shall not have received the full amount payable to them in accordance with the terms of any settlement agreement entered into with respect to the Class Action, the Sellers shall retain the right to receive all amounts payable with respect to their respective Transferred Units upon any payment made to the limited partners of the Partnership following the Closing in accordance with the terms of any such settlement agreement; and (bd) on any Additional Purchase Datefor purposes hereof, all right, title and interest settlement of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause 2.2. 2.2 Each sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, Class Action is only for amounts received from third parties and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall will not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life include distributions of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the SellerPartnership's funds. 2.3 The assignment and transfer in respect of each Receivable shall take effect on and with effect from the time on the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause 6 (Completion), in respect of such Receivables. 2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the immediately preceding Additional Cut- Off Date relating to such Additional Receivables. Consequently, to the extent that the Seller has received any interest or principal or other income from such Additional Receivables between the close of business on the Additional Cut-Off Date to and including the Additional Purchase Date, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables. 2.6 Notwithstanding anything herein or in any other Transaction Document to the contrary, each sale of any Receivables, pursuant to this Agreement shall be without recourse (except as otherwise specifically provided in this Agreement) for uncollectable Receivables or the slow realisation of Receivables.