Common use of BREACH OF OBLIGATIONS BY THE ISSUER Clause in Contracts

BREACH OF OBLIGATIONS BY THE ISSUER. 15.1 If the Security Trustee in the course of its activities becomes aware that the existence or the value of the Security is at risk due to any failure of the Issuer to properly comply with its obligations under this Agreement, the Security Trustee shall, subject to the provisions in clause 15.2 below, deliver a notice to the Issuer in reasonable detail of such failure (with a copy to the Servicer) and, if the Issuer does not remedy such failure within 90 days after the delivery of such notice, the Security Trustee shall at its discretion take or induce all actions which in the opinion of the Security Trustee are warranted to avoid such threat. To the extent that the Issuer does not comply with its obligations pursuant to clause 35 (Undertakings of the Issuer in Respect of the Security) hereof in respect of the Security and does not remedy such failure within the ninety (90) day period after the notice set forth above, the Security Trustee is in particular authorised and obliged to exercise all rights arising under the Transaction Documents on behalf of the Issuer. 15.2 The Security Trustee shall only intervene in accordance with clause 15.1 above if and to the extent that it is assured that it will be indemnified to its satisfaction, at its discretion either by reimbursement of costs or in any other way it deems appropriate, against all costs and expenses resulting from its activities (including fees for retaining counsel, banks, auditors, or other experts as well as the expenses for retaining third parties to perform certain duties) and against all liability, obligations, and attempts to bring any action in or out of court. Clause 33 (Standard of Care) of this Agreement shall not be affected hereby.

BREACH OF OBLIGATIONS BY THE ISSUER. 15.1 14.1 If the Security Trustee in the course of its activities becomes aware that the existence or the value of the Security Security, in its sole professional judgment, is at risk due to any failure of the Issuer to properly comply with its obligations under this AgreementAgreement or the Deed of Charge and Assignment, the Security Trustee shall, subject to the provisions in clause 15.2 below14.2, deliver a notice to the Issuer in reasonable detail of such failure (with a copy to the Servicer) and, if the Issuer does not remedy such failure within 90 ninety (90) days after the delivery of such notice, the Security Trustee shall at its discretion sole discretion, unless otherwise instructed by all Noteholders (but excluding any Noteholder, which is VW Bank or any of its Affiliates), take or induce all actions which in the opinion of the Security Trustee are warranted necessary or beneficial to avoid such threat. To the extent that the Issuer does not comply with its obligations pursuant to clause 35 37 (Undertakings of the Issuer in Respect of the Security) hereof in respect of the Security and does not remedy such failure within the ninety (90) day period after the notice set forth above, the Security Trustee is in particular authorised and obliged to shall exercise all rights arising under the Transaction Documents on behalf of the Issuer. 15.2 14.2 The Security Trustee shall only intervene in accordance with clause 15.1 above 14.1 if and to the extent that it is assured that it will be indemnified to its satisfaction, at its discretion either by reimbursement of costs or in any other way it deems appropriate, against all costs and expenses resulting from its activities (including fees for retaining counsel, banks, auditors, or other experts as well as the expenses for retaining third parties to perform certain duties) and against all liability, obligations, any other obligations and attempts to bring any action in or out of courtlegal proceedings. Clause 33 (Standard of Care) of this Agreement shall not be affected hereby.

BREACH OF OBLIGATIONS BY THE ISSUER. 15.1 14.1 If the Security Trustee in the course of its activities becomes aware that the existence or the value of the Security Security, in its sole professional judgment, is at risk due to any failure of the Issuer to properly comply with its obligations under this AgreementAgreement or the Deed of Charge and Assignment, the Security Trustee shall, subject to the provisions in clause 15.2 below14.2, deliver a notice to the Issuer in reasonable detail of such failure (with a copy to the Servicer) and, if the Issuer does not remedy such failure within 90 ninety (90) days after the delivery of such notice, the Security Trustee shall at its discretion sole discretion, unless otherwise instructed by all Noteholders (but excluding any Noteholder, which is VW Bank or any of its Affiliates), take or induce all actions which in the opinion of the Security Trustee are warranted necessary or beneficial to avoid such threat. To the extent that the Issuer does not comply with its obligations pursuant to clause 35 (Undertakings of the Issuer in Respect of the Security) hereof in respect of the Security and does not remedy such failure within the ninety (90) day period after the notice set forth above, the Security Trustee is in particular authorised and obliged to shall exercise all rights arising under the Transaction Documents on behalf of the Issuer. 15.2 14.2 The Security Trustee shall only intervene in accordance with clause 15.1 above 14.1 if and to the extent that it is assured that it will be indemnified to its satisfaction, at its discretion either by reimbursement of costs or in any other way it deems appropriate, against all costs and expenses resulting from its activities (including fees for retaining counsel, banks, auditors, or other experts as well as the expenses for retaining third parties to perform certain duties) and against all liability, obligations, any other obligations and attempts to bring any action in or out of courtlegal proceedings. Clause 33 (Standard of Care) of this Agreement shall not be affected hereby.

BREACH OF OBLIGATIONS BY THE ISSUER. 15.1 If the Security Trustee in the course of its activities becomes aware that the existence or the value of the Security Security, in its sole professional judgment, is at risk due to any failure of the Issuer to properly comply with its obligations under this Agreement, the Security Trustee shall, subject to the provisions in clause 15.2 below, deliver a notice to the Issuer in reasonable detail of such failure (with a copy to the Servicer) and, if the Issuer does not remedy such failure within 90 days after the delivery of such notice, the Security Trustee shall at its discretion discretion, unless otherwise instructed by all Noteholders and Lenders (but excluding any Noteholder or Lender, which is VW Bank or any of its Affiliates), take or induce all actions which in the opinion of the Security Trustee are warranted to avoid such threat. To the extent that the Issuer does not comply with its obligations pursuant to clause 35 (Undertakings of the Issuer in Respect of the Security) hereof in respect of the Security and does not remedy such failure within the ninety (90) day period after the notice set forth above, the Security Trustee is in particular authorised and obliged to exercise all rights arising under the Transaction Documents on behalf of the Issuer. 15.2 The Security Trustee shall only intervene in accordance with clause 15.1 above if and to the extent that it is assured that it will be indemnified to its satisfaction, at its discretion either by reimbursement of costs or in any other way it deems appropriate, against all costs and expenses resulting from its activities (including fees for retaining counsel, banks, auditors, or other experts as well as the expenses for retaining third parties to perform certain duties) and against all liability, obligations, and attempts to bring any action in or out of court. Clause 33 (Standard of Care) of this Agreement shall not be affected hereby.

BREACH OF OBLIGATIONS BY THE ISSUER. ‌ 15.1 If the Security Trustee in the course of its activities becomes aware that the existence or the value of the Security is at risk due to any failure of the Issuer to properly comply with its obligations under this Agreement, the Security Trustee shall, subject to the provisions in clause 15.2 below, deliver a notice to the Issuer in reasonable detail of such failure (with a copy to the Servicer) and, if the Issuer does not remedy such failure within 90 days after the delivery of such notice, the Security Trustee shall at its discretion take or induce all actions which in the opinion of the Security Trustee are warranted to avoid such threat. To the extent that the Issuer does not comply with its obligations pursuant to clause 35 (Undertakings of the Issuer in Respect of the Security) hereof in respect of the Security and does not remedy such failure within the ninety (90) day period after the notice set forth above, the Security Trustee is in particular authorised and obliged to exercise all rights arising under the Transaction Documents on behalf of the Issuer. 15.2 The Security Trustee shall only intervene in accordance with clause 15.1 above if and to the extent that it is assured that it will be indemnified to its satisfaction, at its discretion either by reimbursement of costs or in any other way it deems appropriate, against all costs and expenses resulting from its activities (including fees for retaining counsel, banks, auditors, or other experts as well as the expenses for retaining third parties to perform certain duties) and against all liability, obligations, and attempts to bring any action in or out of court. Clause 33 (Standard of Care) of this Agreement shall not be affected hereby.

BREACH OF OBLIGATIONS BY THE ISSUER. 15.1 If the Security Trustee in the course of its activities becomes aware that the existence or the value of the Security Security, in its sole professional judgment, is at risk due to any failure of the Issuer to properly comply with its obligations under this Agreement, the Security Trustee shall, subject to the provisions in clause 15.2 below, deliver a notice to the Issuer in reasonable detail of such failure (with a copy to the Servicer) and, if the Issuer does not remedy such failure within 90 days after the delivery of such notice, the Security Trustee shall at its discretion take or induce all actions which in the opinion of the Security Trustee are warranted to avoid such threat. To the extent that the Issuer does not comply with its obligations pursuant to clause 35 (Undertakings of the Issuer in Respect of the Security) hereof in respect of the Security and does not remedy such failure within the ninety (90) day period after the notice set forth above, the Security Trustee is in particular authorised and obliged to exercise all rights arising under the Transaction Documents on behalf of the Issuer. 15.2 The Security Trustee shall only intervene in accordance with clause 15.1 above if and to the extent that it is assured that it will be indemnified to its satisfaction, at its discretion either by reimbursement of costs or in any other way it deems appropriate, against all costs and expenses resulting from its activities (including fees for retaining counsel, banks, auditors, or other experts as well as the expenses for retaining third parties to perform certain duties) and against all liability, obligations, and attempts to bring any action in or out of court. Clause 33 (Standard of Care) of this Agreement shall not be affected hereby.

BREACH OF OBLIGATIONS BY THE ISSUER. 15.1 If the Security Trustee in the course of its activities becomes aware that the existence or the value of the Security Security, in its sole professional judgment, is at risk due to any failure of the Issuer to properly comply with its obligations under this Agreement, the Security Trustee shall, subject to the provisions in clause 15.2 belowbelow (Breach of obligations by the Issuer), deliver a notice to the Issuer in reasonable detail of such failure (with a copy to the Servicer) and, if the Issuer does not remedy such failure within 90 days after the delivery of such notice, the Security Trustee shall at its discretion discretion, unless otherwise instructed by all Noteholders and Lenders (but excluding any Noteholder or Lender, which is VW Bank or any of its Affiliates), take or induce all actions which in the opinion of the Security Trustee are warranted to avoid such threat. To the extent that the Issuer does not comply with its obligations pursuant to clause 35 (Undertakings of the Issuer in Respect of the Security) hereof in respect of the Security and does not remedy such failure within the ninety (90) day period after the notice set forth above, the Security Trustee is in particular authorised and obliged to exercise all rights arising under the Transaction Documents on behalf of the Issuer. 15.2 The Security Trustee shall only intervene in accordance with clause 15.1 above (Breach of obligations by the Issuer) if and to the extent that it is assured that it will be indemnified to its satisfaction, at its discretion either by reimbursement of costs or in any other way it deems appropriate, against all costs and expenses resulting from its activities (including fees for retaining counsel, banks, auditors, or other experts as well as the expenses for retaining third parties to perform certain duties) and against all liability, obligations, and attempts to bring any action in or out of court. Clause 33 (Standard of Care) of this Agreement shall not be affected hereby.