Sale of the Initial Receivables. 3.1 The Seller shall deliver a Notice of Sale in the form as set out in Schedule 1 (Form of Notice of Sale) to the Issuer (with a copy to the Servicer and the Security Trustee) on the Initial Offer Date in relation to the Initial Receivables to be sold by it on the Closing Date.
3.2 Subject to the provisions of this Clause 3, Clause 2.1 (Agreement for Sale and Purchase) and Clause 6 (Completion), the Notice of Sale delivered pursuant to Clause 3.1 shall be binding on the Issuer and requires the Issuer to purchase on the Closing Date the Initial Receivables specified in the Schedule attached to such Notice of Sale delivered pursuant to Clause 3.1, unless the Issuer notifies the Seller at any time after the receipt of the Notice of Sale delivered pursuant to Clause 3.1 but before the Closing Date that it does not have funds available to it for the purchase of the Initial Receivables.
3.3 With effect from the completion of the sale of the Initial Receivables in accordance with the provisions of this Agreement and, in so far as the Initial Receivables include Scottish Receivables, pending perfection under Scots law of such sale by duly intimated assignation, the Seller will hold the benefit of such Scottish Receivables and the other Scottish Trust Property in trust for the Issuer on the terms of the Scottish Trust. At the same time as completion of the sale of the Initial Receivables:
(a) the Issuer and the Seller will execute and deliver a Scottish Declaration of Trust substantially in the form of Part A of Schedule 5 (Form of Scottish Declaration of Trust) hereto in respect of those Initial Receivables which are Scottish Receivables; and
(b) the Issuer will assign the benefit of the Scottish Trust so created to the Security Trustee substantially in the form of Part A of Schedule 4 (Assignation in Security) to the Deed of Charge and Assignment, and the Issuer will procure that assignation is entered into by the Seller and the Security Trustee.
Sale of the Initial Receivables. 3.1 VWFS delivered a Notice of Sale in the form as set out in Schedule 1 to the Issuer (with a copy to the Servicer and the Security Trustee) on the Initial Offer Date in relation to the Initial Receivables to be sold on the date hereof.
3.2 Subject to the provisions of this Clause 3, Clause 2.1 (Agreement for Sale and Purchase) and Clause 6 (Completion), the Notice of Sale delivered pursuant to Clause 3.1 was binding on the Issuer and required the Issuer to purchase on the date specified in the Notice of Sale the Initial Receivables specified in the Schedule attached to such Notice of Sale delivered pursuant to Clause 3.1.
3.3 With effect from the completion of the sale of the Initial Receivables on the date specified in the Notice of Sale, in accordance with the provisions of this Agreement and, in so far as the Initial Receivables include Scottish Receivables, pending perfection under Scots law of such sale by duly intimated assignation, VWFS holds the benefit of the Scottish Receivables and the other Scottish Trust Property in trust for the Issuer on the terms of the Scottish Trust. At the same time as completion of the sale of the Initial Receivables:
(a) the Issuer and VWFS executed and delivered a Scottish Declaration of Trust substantially in the form in Part A of (b) Part A – Form of Scottish Declaration of Trust – Closing Date
