BREACH OF OBLIGATIONS BY THE ISSUER. 14.1 If the Security Trustee in the course of its activities becomes aware that the existence or the value of the 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 or the Deed of Charge and Assignment, the Security Trustee shall, subject to the provisions in clause 14.2, 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 ninety (90) days after the delivery of such notice, the Security Trustee shall at its 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 necessary or beneficial to avoid such threat. To the extent that the Issuer does not comply with its obligations pursuant to clause 37 (Undertakings of the Issuer in Respect of the Security) in respect of the Security and does not remedy such failure within the ninety day period after the notice set forth above, the Security Trustee is in particular authorised and shall exercise all rights arising under the Transaction Documents on behalf of the Issuer.
Appears in 4 contracts
Samples: Trust Agreement, Trust Agreement, Trust Agreement
BREACH OF OBLIGATIONS BY THE ISSUER. 14.1 If the Security Trustee in the course of its activities becomes aware that the existence or the value of the 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 or the Deed of Charge and Assignment, the Security Trustee shall, subject to the provisions in clause 14.2, 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 ninety (90) days after the delivery of such notice, the Security Trustee shall at its 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 necessary or beneficial to avoid such threat. To the extent that the Issuer does not comply with its obligations pursuant to clause 37 35 (Undertakings of the Issuer in Respect of the Security) in respect of the Security and does not remedy such failure within the ninety day period after the notice set forth above, the Security Trustee is in particular authorised and shall exercise all rights arising under the Transaction Documents on behalf of the Issuer.
Appears in 2 contracts
Samples: Trust Agreement, Trust Agreement
BREACH OF OBLIGATIONS BY THE ISSUER. 14.1 15.1 If the Security Trustee in the course of its activities becomes aware that the existence or the value of the 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 or the Deed of Charge and AssignmentAgreement, the Security Trustee shall, subject to the provisions in clause 14.215.2 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 ninety (90) 90 days after the delivery of such notice, the Security Trustee shall at its sole discretion, unless otherwise instructed by all Noteholders and Lenders (but excluding any NoteholderNoteholder 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 necessary or beneficial warranted to avoid such threat. To the extent that the Issuer does not comply with its obligations pursuant to clause 37 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 shall obliged to exercise all rights arising under the Transaction Documents on behalf of the Issuer.
Appears in 1 contract
Samples: Trust Agreement