Common use of Assignments by the Subordinated Lender Clause in Contracts

Assignments by the Subordinated Lender. (a) The Subordinated Lender may assign to one or more members of the Volkswagen Group all or a portion of its rights under this Subordinated Loan Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations, (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement, (iv) the Subordinated Lender shall notify the assignment to the relevant parties to the Transaction Documents and (v) the Subordinated Lender shall have secured the written consent from the Security Trustee prior to such assignment. (b) The Subordinated Lender may grant to one or more members of the Volkswagen Group sub-participations in all or a portion of its rights and obligations under this Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations and (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement. (c) The Subordinated Lender may, in connection with any assignment or sub- participation or proposed assignment or sub-participation pursuant to this clause 9.2, disclose to the assignee or sub-participant or proposed assignee or sub-participant any information relating to the Issuer furnished to the Subordinated Lender by or on behalf of the Issuer provided that, prior to any such disclosure, the assignee or sub-participant or proposed assignee or sub-participant shall agree to (i) preserve the confidentiality of any confidential information relating to the Issuer received by it from the Subordinated Lender and (ii) make no use of such information other than in connection with such assignment or sub- participation.

Assignments by the Subordinated Lender. (a) The Subordinated Lender may assign to one or more members of the Volkswagen Group all or a portion of its rights under this Subordinated Loan Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations, (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement, (iv) the Subordinated Lender shall notify the assignment to the relevant parties to the Transaction Documents and (v) the Subordinated Lender shall have secured the written consent from the Security Trustee prior to such assignment. (b) The Subordinated Lender may grant to one or more members of the Volkswagen Group sub-participations in all or a portion of its rights and obligations under this Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations and (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement. (c) The Subordinated Lender may, in connection with any assignment or sub- participation or proposed assignment or sub-participation pursuant to this clause 9.2, disclose to the assignee or sub-participant or proposed assignee or sub-sub- participant any information relating to the Issuer furnished to the Subordinated Lender by or on behalf of the Issuer provided that, prior to any such disclosure, the assignee or sub-participant or proposed assignee or sub-participant shall agree to to (i) preserve the confidentiality of any confidential information relating to the Issuer received by it from the Subordinated Lender and (ii) make no use of such information other than in connection with such assignment or sub- sub-participation.

Assignments by the Subordinated Lender. (a) The Subordinated Lender may assign to one or more members of the Volkswagen Group all or a portion of its rights under this Subordinated Loan Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations, (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement, (iv) the Subordinated Lender shall notify the assignment to the relevant parties to the Transaction Documents and (v) the Subordinated Lender shall have secured the written consent from the Security Trustee prior to such assignment. (b) The Subordinated Lender may grant to one or more members of the Volkswagen Group sub-participations in all or a portion of its rights and obligations under this Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations and (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement. (c) The Subordinated Lender may, in connection with any assignment or sub- participation or proposed assignment or sub-participation pursuant to this clause Clause 9.2, disclose to the assignee or sub-participant or proposed assignee or sub-participant any information relating to the Issuer furnished to the Subordinated Lender by or on behalf of the Issuer provided that, prior to any such disclosure, the assignee or sub-participant or proposed assignee or sub-participant shall agree to to (i) preserve the confidentiality of any confidential information relating to the Issuer received by it from the Subordinated Lender and (ii) make no use of such information other than in connection with such assignment or sub- sub-participation.

Assignments by the Subordinated Lender. (a) The Subordinated Lender may assign to one or more members of banks or other assignees within the Volkswagen Group group only all or a portion of its rights under this Subordinated Loan Agreement the Transaction Documents provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations, (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated LenderXxxxxx's rights and obligations under this Agreement, (iv) the Subordinated Lender shall notify the assignment to the relevant parties to the Transaction Documents and Documents, (v) the Subordinated Lender shall have secured obtained the written consent from the Security Trustee prior to such assignment, and (vi) the new subordinated lender accedes to the Transaction Documents. (b) The Subordinated Lender may grant to one or more members of the Volkswagen Group sub-participations in all or a portion of its rights and obligations under this Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations and (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement. (c) The Subordinated Lender may, in connection with any assignment or sub- participation or proposed assignment or sub-participation pursuant to this clause 9.2, disclose to the assignee or sub-participant or proposed assignee or sub-sub- participant any information relating to the Issuer furnished to the Subordinated Lender by or on behalf of the Issuer provided that, prior to any such disclosure, the assignee or sub-participant or proposed assignee or sub-participant shall agree to to (i) preserve the confidentiality of any confidential information relating to the Issuer received by it from the Subordinated Lender and (ii) make no use of such information other than in connection with such assignment or sub- sub-participation.

Assignments by the Subordinated Lender. (a) The Subordinated Lender may assign to one or more members of banks or other assignees within the Volkswagen Group group only all or a portion of its rights under this Subordinated Loan Agreement the Transaction Documents provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations, (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated LenderXxxxxx's rights and obligations under this Agreement, (iv) the Subordinated Lender shall notify the assignment to the relevant parties to the Transaction Documents and Documents, (v) the Subordinated Lender shall have secured obtained the written consent from the Security Trustee prior to such assignment, and (vi) the new subordinated lender accedes to the Transaction Documents. (b) The Subordinated Lender may grant to one or more members of banks within the Volkswagen Group or other entities sub-participations in all or a portion of its rights and obligations under this Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations obligations, and (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement. (c) The Subordinated Lender may, in connection with any assignment or sub- participation or proposed assignment or sub-participation pursuant to this clause 9.2, disclose to the assignee or sub-participant or proposed assignee or sub-sub- participant any information relating to the Issuer furnished to the Subordinated Lender by or on behalf of the Issuer provided that, prior to any such disclosure, the assignee or sub-participant or proposed assignee or sub-participant shall agree to to (i) preserve the confidentiality of any confidential information relating to the Issuer received by it from the Subordinated Lender and (ii) make no use of such information other than in connection with such assignment or sub- sub-participation.

Assignments by the Subordinated Lender. (a) The Subordinated Lender may assign to one or more members of banks or other assignees within the Volkswagen Group group only all or a portion of its rights under this Subordinated Loan Agreement the Transaction Documents provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations, (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated LenderXxxxxx's rights and obligations under this Agreement, (iv) the Subordinated Lender shall notify the assignment to the relevant parties to the Transaction Documents and Documents, (v) the Subordinated Lender shall have secured obtained the written consent from the Security Trustee prior to such assignment, and (vi) the new subordinated lender accedes to the Transaction Documents. (b) The Subordinated Lender may grant to one or more members of banks within the Volkswagen Group or other entities sub-participations in all or a portion of its rights and obligations under this Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations obligations, and (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated LenderXxxxxx's rights and obligations under this Agreement. (c) The Subordinated Lender may, in connection with any assignment or sub- participation or proposed assignment or sub-participation pursuant to this clause Clause 9.2, disclose to the assignee or sub-participant or proposed assignee or sub-participant any information relating to the Issuer furnished to the Subordinated Lender by or on behalf of the Issuer provided that, prior to any such disclosure, the assignee or sub-participant or proposed assignee or sub-participant shall agree to (i) preserve the confidentiality of any confidential information relating to the Issuer received by it from the Subordinated Lender and (ii) make no use of such information other than in connection with such assignment or sub- sub-participation.

Assignments by the Subordinated Lender. (a) The Subordinated Lender may assign to one or more members of banks or other assignees within the Volkswagen Group only all or a portion of its rights under this Subordinated Loan Agreement the Transaction Documents provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations, (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement, (iv) the Subordinated Lender shall notify the assignment to the relevant parties to the Transaction Documents and Documents, (v) the Subordinated Lender shall have secured obtained the written consent from the Security Trustee prior to such assignment, and (vi) the new subordinated lender accedes to the Transaction Documents. (b) The Subordinated Lender may grant to one or more members of banks within the Volkswagen Group or other entities sub-participations in all or a portion of its rights and obligations under this Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations obligations, and (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement. (c) The Subordinated Lender may, in connection with any assignment or sub- participation or proposed assignment or sub-participation pursuant to this clause 9.2Clause 10.2, disclose to the assignee or sub-participant or proposed assignee or sub-participant any information relating to the Issuer furnished to the Subordinated Lender by or on behalf of the Issuer provided that, prior to any such disclosure, the assignee or sub-participant or proposed assignee or sub-participant shall agree to (i) preserve the confidentiality of any confidential information relating to the Issuer received by it from the Subordinated Lender and (ii) make no use of such information other than in connection with such assignment or sub- participation.

Assignments by the Subordinated Lender. (a) The Subordinated Lender may assign to one or more members of banks or other assignees within the Volkswagen Group only all or a portion of its rights under this Subordinated Loan Agreement the Transaction Documents provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations, (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated LenderXxxxxx's rights and obligations under this Agreement, (iv) the Subordinated Lender shall notify the assignment to the relevant parties to the Transaction Documents and Documents, (v) the Subordinated Lender shall have secured obtained the written consent from the Security Trustee prior to such assignment, and (vi) the new subordinated lender accedes to the Transaction Documents. (b) The Subordinated Lender may grant to one or more members of the Volkswagen Group sub-participations in all or a portion of its rights and obligations under this Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations and (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement. (c) The Subordinated Lender may, in connection with any assignment or sub- participation or proposed assignment or sub-participation pursuant to this clause 9.2, disclose to the assignee or sub-participant or proposed assignee or sub-sub- participant any information relating to the Issuer furnished to the Subordinated Lender by or on behalf of the Issuer provided that, prior to any such disclosure, the assignee or sub-participant or proposed assignee or sub-participant shall agree to to (i) preserve the confidentiality of any confidential information relating to the Issuer received by it from the Subordinated Lender and (ii) make no use of such information other than in connection with such assignment or sub- sub-participation.

Assignments by the Subordinated Lender. (a) The Subordinated Lender may assign to one or more members of banks or other assignees within the Volkswagen Group only all or a portion of its rights under this Subordinated Loan Agreement the Transaction Documents provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations, (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement, (iv) the Subordinated Lender shall notify the assignment to the relevant parties to the Transaction Documents and Documents, (v) the Subordinated Lender shall have secured obtained the written consent from the Security Trustee prior to such assignment, and (vi) the new subordinated lender accedes to the Transaction Documents. (b) The Subordinated Lender may grant to one or more members of the Volkswagen Group sub-participations in all or a portion of its rights and obligations under this Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations and (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement. (c) The Subordinated Lender may, in connection with any assignment or sub- participation or proposed assignment or sub-participation pursuant to this clause 9.29.2 (Assignments by the Subordinated Lender), disclose to the assignee or sub-participant or proposed assignee or sub-participant any information relating to the Issuer furnished to the Subordinated Lender by or on behalf of the Issuer provided that, prior to any such disclosure, the assignee or sub-participant or proposed assignee or sub-participant shall agree to (i) preserve the confidentiality of any confidential information relating to the Issuer received by it from the Subordinated Lender and (ii) make no use of such information other than in connection with such assignment or sub- sub-participation.

Assignments by the Subordinated Lender. (a) The Subordinated Lender may assign to one or more members of banks or other assignees within the Volkswagen Group group only all or a portion of its rights under this Subordinated Loan Agreement the Transaction Documents provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations, (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement, (iv) the Subordinated Lender shall notify the assignment to the relevant parties to the Transaction Documents and Documents, (v) the Subordinated Lender shall have secured obtained the written consent from the Security Trustee prior to such assignment, and (vi) the new subordinated lender accedes to the Transaction Documents. (b) The Subordinated Lender may grant to one or more members of banks within the Volkswagen Group or other entities sub-participations in all or a portion of its rights and obligations under this Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations obligations, and (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement. (c) The Subordinated Lender may, in connection with any assignment or sub- participation or proposed assignment or sub-participation pursuant to this clause Clause 9.2, disclose to the assignee or sub-participant or proposed assignee or sub-participant any information relating to the Issuer furnished to the Subordinated Lender by or on behalf of the Issuer provided that, prior to any such disclosure, the assignee or sub-participant or proposed assignee or sub-participant shall agree to (i) preserve the confidentiality of any confidential information relating to the Issuer received by it from the Subordinated Lender and (ii) make no use of such information other than in connection with such assignment or sub- participation.

Assignments by the Subordinated Lender. (a) The Subordinated Lender may assign to one or more members of banks or other assignees within the Volkswagen Group group only all or a portion of its rights under this Subordinated Loan Agreement the Transaction Documents provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations, (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement, (iv) the Subordinated Lender shall notify the assignment to the relevant parties to the Transaction Documents and Documents, (v) the Subordinated Lender shall have secured obtained the written consent from the Security Trustee prior to such assignment, and (vi) the new subordinated lender accedes to the Transaction Documents. (b) The Subordinated Lender may grant to one or more members of banks within the Volkswagen Group or other entities sub-participations in all or a portion of its rights and obligations under this Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations obligations, and (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement. (c) The Subordinated Lender may, in connection with any assignment or sub- participation or proposed assignment or sub-participation pursuant to this clause Clause 9.2, disclose to the assignee or sub-participant or proposed assignee or sub-participant any information relating to the Issuer furnished to the Subordinated Lender by or on behalf of the Issuer provided that, prior to any such disclosure, the assignee or sub-participant or proposed assignee or sub-participant shall agree to to (i) preserve the confidentiality of any confidential information relating to the Issuer received by it from the Subordinated Lender and (ii) make no use of such information other than in connection with such assignment or sub- sub-participation.

Assignments by the Subordinated Lender. (a) The Subordinated Lender may assign to one or more members of banks or other assignees within the Volkswagen Group group only all or a portion of its rights under this Subordinated Loan Agreement the Transaction Documents provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations, (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated Lender's rights and obligations under this Agreement, (iv) the Subordinated Lender shall notify the assignment to the relevant parties to the Transaction Documents and Documents, (v) the Subordinated Lender shall have secured obtained the written consent from the Security Trustee prior to such assignment, and (vi) the new subordinated lender accedes to the Transaction Documents. (b) The Subordinated Lender may grant to one or more members of banks within the Volkswagen Group or other entities sub-participations in all or a portion of its rights and obligations under this Agreement provided, however, that (i) the Subordinated Lender's obligations under this Agreement shall remain unchanged, (ii) the Subordinated Lender shall remain solely responsible to the Issuer for the performance of such obligations obligations, and (iii) the Issuer shall continue to deal solely and directly with the Subordinated Lender in connection with the Subordinated LenderXxxxxx's rights and obligations under this Agreement. (c) The Subordinated Lender may, in connection with any assignment or sub- participation or proposed assignment or sub-participation pursuant to this clause Clause 9.2, disclose to the assignee or sub-participant or proposed assignee or sub-participant any information relating to the Issuer furnished to the Subordinated Lender by or on behalf of the Issuer provided that, prior to any such disclosure, the assignee or sub-participant or proposed assignee or sub-participant shall agree to (i) preserve the confidentiality of any confidential information relating to the Issuer received by it from the Subordinated Lender and (ii) make no use of such information other than in connection with such assignment or sub- sub-participation.