Common use of The Subordinated Loan Clause in Contracts

The Subordinated Loan. 2.1 Subject to the terms and conditions set forth in this Agreement, the Subordinated Xxxxxx has made available to the Issuer a loan (the "Subordinated Loan"), and the Issuer agreed to borrow such Subordinated Loan, which consisted of a loan tranche in the amount of GBP 390,427,064.35 in respect of the acquisition of the Initial Receivables (the "Initial Subordinated Loan Amount") made available on 20 November 2013 (the "Borrowing Date"). 2.2 The obligation of the Subordinated Lender to make the Initial Subordinated Loan Amount available to the Issuer on the Borrowing Date was (or the obligation of the Subordinated Lender to make the Subordinated Loan Increase Amount on the Additional Borrowing Date will be) subject to the conditions precedent that: (a) on or prior to the Borrowing Date (or the Additional Borrowing Date, as applicable), the Issuer had delivered, or caused to be delivered to the Subordinated Lender, in form and substance satisfactory to the Subordinated Lender, each of the following documents: (i) a certified copy of the Issuer's Articles of Incorporation; (ii) resolutions of the board of directors of the Issuer authorising the execution, delivery and performance by the Issuer of this Agreement; (iii) a duly executed copy of the Receivables Purchase Agreement; and (iv) such other approvals, documents, instruments, certificates and opinions as the Subordinated Lender may request; (b) no Insolvency Event shall have occurred in respect of the Issuer and the Subordinated Lender; and (c) each of the representations and warranties of the Issuer contained in clause 4.2 (Representations and Warranties) were true, complete and correct on and as of the Borrowing Date (or the Additional Borrowing Date). 2.3 Subject to the terms of this Agreement, the Subordinated Xxxxxx agrees from time to time, upon receipt of a written request from the Issuer in a form as attached as Schedule 1 (the "Subordinated Loan Advance Notice"), to make additional advances hereunder to the Issuer (each, a "Subordinated Loan Increase Amount") on each Further Issue Date (each an "Additional Borrowing Date") or on the date of extension of the series current revolving period expiration date applicable to all Series of Notes which have not commenced amortisation (the "Renewal Date") up to a total of GBP 1,320,000,000. The Issuer shall ensure that each Subordinated Loan Advance Notice will be received by the Subordinated Lender no later than on the second Business Day prior to the relevant Additional Borrowing Date or the relevant Renewal Date. Any amounts due as Subordinated Loan Increase Amount on any Further Issue Date shall be netted against any amounts due as Additional Receivables Purchase Price on such Further Issue Date. Any excess after such netting shall be payable to the Issuer or VWFS, as the case may be.

The Subordinated Loan. 2.1 Subject to the terms and conditions set forth in this Agreement, the Subordinated Xxxxxx Lender has made available to the Issuer a loan (the "Subordinated Loan"), and the Issuer agreed to borrow such Subordinated Loan, which consisted of a loan tranche in the amount of GBP 390,427,064.35 101,402,222.36 in respect of the acquisition of the Initial Receivables (the "Initial Subordinated Loan Amount") made available on 20 November 2013 25 May 2016 (the "Borrowing Date"). 2.2 The obligation of the Subordinated Lender to make the Initial Subordinated Loan Amount available to the Issuer on the Borrowing Date was (or the obligation of the Subordinated Lender to make the Subordinated Loan Increase Amount on the Additional Borrowing Date will be) subject to the conditions precedent that: (a) on or prior to the Borrowing Date (or the Additional Borrowing Date, as applicable), the Issuer had delivered, or caused to be delivered to the Subordinated Lender, in form and substance satisfactory to the Subordinated Lender, each of the following documents: (i) a certified copy of the Issuer's Articles of Incorporation; (ii) resolutions of the board of directors of the Issuer authorising the execution, delivery and performance by the Issuer of this Agreement; (iii) a duly executed copy of the Receivables Purchase Agreement; and (iv) such other approvals, documents, instruments, certificates and opinions as the Subordinated Lender may request; (b) no Insolvency Event shall have has occurred in respect of the Issuer and the Subordinated Lender; and (c) each of the representations and warranties of the Issuer contained in clause Clause 4.2 (Representations and Warranties) were true, complete and correct on and as of the Borrowing Date (or the Additional Borrowing Date). 2.3 Subject to the terms of this Agreement, the Subordinated Xxxxxx Lender agrees from time to time, upon receipt of a written request from the Issuer in a form as attached as Schedule 1 (the "Subordinated Loan Advance Notice"), to make additional advances hereunder to the Issuer (each, a "Subordinated Loan Increase Amount", and collectively, together with the Initial Subordinated Loan Amount, the Subordinated Loan Amount) on each Further Issue Date (each an "Additional Borrowing Date") or on the date of extension of the series current revolving period expiration date applicable to all Series of Notes which have not commenced amortisation (the "Renewal Date") up to a total of GBP 1,320,000,000410,000,000. The Issuer shall ensure that each Subordinated Loan Advance Notice will be received by the Subordinated Lender no later than on the second Business Day prior to the relevant Additional Borrowing Date or the relevant Renewal Date. Any amounts due as Subordinated Loan Increase Amount on any Further Issue Date shall be netted against any amounts due as Additional Receivables Purchase Price on such Further Issue Date. Any excess after such netting shall be payable to the Issuer or VWFS, as the case may be.

The Subordinated Loan. 2.1 Subject to the terms and conditions set forth in this Agreement, the Subordinated Xxxxxx Lender has made available to the Issuer a loan (the "Subordinated Loan"), and the Issuer agreed to borrow such Subordinated Loan, which consisted of a loan tranche in the amount of GBP 390,427,064.35 in respect of the acquisition of the Initial Receivables (the "Initial Subordinated Loan Amount") made available on 20 November 2013 (the "Borrowing Date"). 2.2 The obligation of the Subordinated Lender to make the Initial Subordinated Loan Amount available to the Issuer on the Borrowing Date was (or the obligation of the Subordinated Lender to make the Subordinated Loan Increase Amount on the Additional Borrowing Date will be) subject to the conditions precedent that: (a) on or prior to the Borrowing Date (or the Additional Borrowing Date, as applicable), the Issuer had delivered, or caused to be delivered to the Subordinated Lender, in form and substance satisfactory to the Subordinated Lender, each of the following documents: (i) a certified copy of the Issuer's Articles of Incorporation; (ii) resolutions of the board of directors of the Issuer authorising the execution, delivery and performance by the Issuer of this Agreement; (iii) a duly executed copy of the Receivables Purchase Agreement; and (iv) such other approvals, documents, instruments, certificates and opinions as the Subordinated Lender may request; (b) no Insolvency Event shall have occurred in respect of the Issuer and the Subordinated Lender; and (c) each of the representations and warranties of the Issuer contained in clause Clause 4.2 (Representations and Warranties) were true, complete and correct on and as of the Borrowing Date (or the Additional Borrowing Date). 2.3 Subject to the terms of this Agreement, the Subordinated Xxxxxx agrees from time to time, upon receipt of a written request from the Issuer in a form as attached as Schedule 1 (the "Subordinated Loan Advance Notice"), to make additional advances hereunder to the Issuer (each, a "Subordinated Loan Increase Amount") on each Further Issue Date (each an "Additional Borrowing Date") or on the date of extension of the series current revolving period expiration date applicable to all Series of Notes which have not commenced amortisation (the "Renewal Date") up to a total of GBP 1,320,000,0001,900,000,000. The Issuer shall ensure that each Subordinated Loan Advance Notice will be received by the Subordinated Lender no later than on the second Business Day prior to the relevant Additional Borrowing Date or the relevant Renewal Date. Any amounts due as Subordinated Loan Increase Amount on any Further Issue Date shall be netted against any amounts due as Additional Receivables Purchase Price on such Further Issue Date. Any excess after such netting shall be payable to the Issuer or VWFS, as the case may be.

The Subordinated Loan. 2.1 Subject to the terms and conditions set forth in this Agreement, the Subordinated Xxxxxx Lender has made available to the Issuer a loan (the "Subordinated Loan")) to the Issuer, and the Issuer agreed to borrow such Subordinated Loan, which consisted of a loan tranche in the an aggregate principal amount of GBP 390,427,064.35 in respect of the acquisition of the Initial Receivables 52,993,364.72 (the "Initial Subordinated Loan Amount") made available on 20 November 2013 27 April 2020 (the "Borrowing Date"). 2.2 The obligation of the Subordinated Lender to make the Initial Subordinated Loan Amount available to the Issuer on the Borrowing Date was (or the obligation of the Subordinated Lender to make the Subordinated Loan Increase Amount on the Additional Borrowing Date will be) shall be subject to the conditions precedent that: (a) on on, or prior to the Borrowing Date (or the Additional Borrowing Date, as applicable), the Issuer had shall have delivered, or caused to be delivered to the Subordinated Lender, in form and substance satisfactory to the Subordinated Lender, each of the following documents: (i) a certified copy of the Issuer's Articles of Incorporation; (ii) a copy of the resolutions of the board of directors of the Issuer Driver UK Multi- Compartment S.A. authorising the execution, delivery and performance by the Issuer of this Agreement; (iii) a duly executed copy of the duly executed Receivables Purchase Agreement; and (iv) such other approvals, documents, instruments, certificates and opinions as the Subordinated Lender may reasonably request;. (b) on, or prior to the Borrowing Date, the Issuer shall have delivered, or caused to be delivered to the Subordinated Lender a confirmation, in form and substance satisfactory to the Subordinated Lender, that each of the representations and warranties of the Issuer contained in clause 4.1(a) of this Agreement are true, complete and correct on and as of the Borrowing Date. (c) no Insolvency Event shall have occurred in respect of the Issuer and and/or the Subordinated Lender; and (c) each of the representations and warranties of the Issuer contained in clause 4.2 (Representations and Warranties) were true, complete and correct on and as of the Borrowing Date (or the Additional Borrowing Date). 2.3 Subject to the terms of this Agreement, the Subordinated Xxxxxx Lender agrees from time to time, upon receipt of a written request from the Issuer in a form as attached as Schedule 1 (the "Subordinated Loan Advance Notice"), to make additional advances hereunder to the Issuer (each, a "Subordinated Loan Increase Amount") on each Further Issue Date (each an "Additional Borrowing Date") or on the date of extension of the series current revolving period expiration date applicable to all Series of Notes which have not commenced amortisation (the "Renewal Date") up to a total of GBP 1,320,000,000200,000,000. The obligation of the Subordinated Lender to make available to the Issuer any Subordinated Loan Increase Amount on an Additional Borrowing Date is subject to the conditions precedent set out in Clause 2.2(a)(ii), (iv), (b) and (c), provided that reference therein to the Borrowing Date shall be read as reference to the relevant Additional Borrowing Date. The Issuer shall ensure that each Subordinated Loan Advance Notice will be received by the Subordinated Lender no later than on the second Business Day prior to the relevant Additional Borrowing Date or the relevant Renewal Date. Any amounts due as Subordinated Loan Increase Amount on any Further Issue Date shall be netted against any amounts due as Additional Receivables Purchase Price on such Further Issue Date. Any excess after such netting shall be payable to the Issuer or VWFS, as the case may be.

The Subordinated Loan. 2.1 Subject to the terms and conditions set forth in this Agreement, the Subordinated Xxxxxx has made available to the Issuer a loan (the "Subordinated Loan")) to the Issuer, and the Issuer agreed to borrow such Subordinated Loan, which consisted of a loan tranche in the an aggregate principal amount of GBP 390,427,064.35 in respect of the acquisition of the Initial Receivables 136,419,905 (the "Initial Subordinated Loan Amount") made available on 20 November 2013 27 March 2023 (the "Borrowing Date"). 2.2 The obligation of the Subordinated Lender to make the Initial Subordinated Loan Amount available to the Issuer on the Borrowing Date was (or the obligation of the Subordinated Lender to make the Subordinated Loan Increase Amount on the Additional Borrowing Date will be) shall be subject to the conditions precedent that: (a) on on, or prior to the Borrowing Date (or the Additional Borrowing Date, as applicable), the Issuer had shall have delivered, or caused to be delivered to the Subordinated Lender, in form and substance satisfactory to the Subordinated Lender, each of the following documents: (i) a certified copy of the Issuer's Articles of IncorporationAssociation; (ii) a copy of the resolutions of the board of directors of the Issuer authorising the execution, delivery and performance by the Issuer of this Agreement; (iii) a duly executed copy of the Receivables Purchase Agreement; and (iv) such other approvals, documents, instruments, certificates and opinions as the Subordinated Lender may reasonably request;. (b) on, or prior to the Borrowing Date, the Issuer shall have delivered, or caused to be delivered to the Subordinated Lender a confirmation, in form and substance satisfactory to the Subordinated Lender, that each of the representations and warranties of the Issuer contained in clause 4.1(a) of this Agreement are true, complete and correct on and as of the Borrowing Date. (c) no Insolvency Event shall have occurred in respect of the Issuer and and/or the Subordinated Lender; and (c) each of the representations and warranties of the Issuer contained in clause 4.2 (Representations and Warranties) were true, complete and correct on and as of the Borrowing Date (or the Additional Borrowing Date). 2.3 Subject to the terms of this Agreement, the Subordinated Xxxxxx agrees from time to time, upon receipt of a written request from the Issuer in a form as attached as Schedule 1 (the "Subordinated Loan Advance Notice"), to make additional advances hereunder to the Issuer (each, a "Subordinated Loan Increase Amount") on each Further Issue Date (each an "Additional Borrowing Date") or on the date Renewal Date of extension of the series current revolving period expiration date Instrument Revolving Period Expiration Date applicable to all Series of Notes Instruments which have not commenced amortisation (the "Renewal Date") up to a total of GBP 1,320,000,000750,000,000. The obligation of the Subordinated Lender to make available to the Issuer any Subordinated Loan Increase Amount on an Additional Borrowing Date is subject to the conditions precedent set out in clauses 2.2(a)(ii), 2.2(a)(iv), 2.2(b) and 2.2(c), provided that reference therein to the Borrowing Date shall be read as reference to the relevant Additional Borrowing Date or the relevant Renewal Date, as applicable. The Issuer shall ensure that each Subordinated Loan Advance Notice will be received by the Subordinated Lender no later than on the second Business Day prior to the relevant Additional Borrowing Date or the relevant Renewal Date. Any amounts due as Subordinated Loan Increase Amount on any Further Issue Date shall be netted against any amounts due as Additional in accordance with clause 23 of the Receivables Purchase Price on such Further Issue DateAgreement. Any excess after such netting shall be payable to the Issuer or VWFS, as the case may be.

The Subordinated Loan. 2.1 Subject to the terms and conditions set forth in this Agreement, the Subordinated Xxxxxx has made available to the Issuer a loan (the "Subordinated Loan")) to the Issuer, and the Issuer agreed to borrow such Subordinated Loan, which consisted of a loan tranche in the an aggregate principal amount of GBP 390,427,064.35 in respect of the acquisition of the Initial Receivables 136,419,905 (the "Initial Subordinated Loan Amount") made available on 20 November 2013 27 March 2023 (the "Borrowing Date"). 2.2 The obligation of the Subordinated Lender to make the Initial Subordinated Loan Amount available to the Issuer on the Borrowing Date was (or the obligation of the Subordinated Lender to make the Subordinated Loan Increase Amount on the Additional Borrowing Date will be) shall be subject to the conditions precedent that: (a) on on, or prior to the Borrowing Date (or the Additional Borrowing Date, as applicable), the Issuer had shall have delivered, or caused to be delivered to the Subordinated Lender, in form and substance satisfactory to the Subordinated Lender, each of the following documents: (i) a certified copy of the Issuer's Articles of IncorporationAssociation; (ii) a copy of the resolutions of the board of directors of the Issuer authorising the execution, delivery and performance by the Issuer of this Agreement; (iii) a duly executed copy of the Receivables Purchase Agreement; and (iv) such other approvals, documents, instruments, certificates and opinions as the Subordinated Lender may reasonably request;. (b) on, or prior to the Borrowing Date, the Issuer shall have delivered, or caused to be delivered to the Subordinated Lender a confirmation, in form and substance satisfactory to the Subordinated Lender, that each of the representations and warranties of the Issuer contained in clause 4.1(a) of this Agreement are true, complete and correct on and as of the Borrowing Date. (c) no Insolvency Event shall have occurred in respect of the Issuer and and/or the Subordinated Lender; and (c) each of the representations and warranties of the Issuer contained in clause 4.2 (Representations and Warranties) were true, complete and correct on and as of the Borrowing Date (or the Additional Borrowing Date). 2.3 Subject to the terms of this Agreement, the Subordinated Xxxxxx agrees from time to time, upon receipt of a written request from the Issuer in a form as attached as Schedule 1 (the "Subordinated Loan Advance Notice"), to make additional advances hereunder to the Issuer (each, a "Subordinated Loan Increase Amount") on each Further Issue Advance Date (each an "Additional Borrowing Date") or on the date of extension of the series current revolving period expiration date Instrument Revolving Period Expiration Date applicable to all Series of Notes Instruments which have not commenced amortisation (the "Renewal Date") up to a total of GBP 1,320,000,000350,000,000. The obligation of the Subordinated Lender to make available to the Issuer any Subordinated Loan Increase Amount on an Additional Borrowing Date is subject to the conditions precedent set out in clauses 2.2(a)(ii), 2.2(a)(iv), 2.2(b) and 2.2(c), provided that reference therein to the Borrowing Date shall be read as reference to the relevant Additional Borrowing Date. The Issuer shall ensure that each Subordinated Loan Advance Notice will be received by the Subordinated Lender no later than on the second Business Day prior to the relevant Additional Borrowing Date or the relevant Renewal Date. Any amounts due as Subordinated Loan Increase Amount on any Further Issue Date shall be netted against any amounts due as Additional Receivables Purchase Price on such Further Issue Date. Any excess after such netting shall be payable to the Issuer or VWFS, as the case may be.

The Subordinated Loan. 2.1 Subject to the terms and conditions set forth in this Agreement, the Subordinated Xxxxxx has made available to the Issuer a loan (the "Subordinated Loan")) to the Issuer, and the Issuer agreed to borrow such Subordinated Loan, which consisted of a loan tranche in the an aggregate principal amount of GBP 390,427,064.35 in respect of the acquisition of the Initial Receivables 52,993,364.72 (the "Initial Subordinated Loan Amount") made available on 20 November 2013 27 April 2020 (the "Borrowing Date"). 2.2 The obligation of the Subordinated Lender to make the Initial Subordinated Loan Amount available to the Issuer on the Borrowing Date was (or the obligation of the Subordinated Lender to make the Subordinated Loan Increase Amount on the Additional Borrowing Date will be) shall be subject to the conditions precedent that: (a) on on, or prior to the Borrowing Date (or the Additional Borrowing Date, as applicable), the Issuer had shall have delivered, or caused to be delivered to the Subordinated Lender, in form and substance satisfactory to the Subordinated Lender, each of the following documents: (i) a certified copy of the Issuer's Articles of Incorporation; (ii) a copy of the resolutions of the board of directors of the Issuer Driver UK Multi- Compartment S.A. authorising the execution, delivery and performance by the Issuer of this Agreement; (iii) a duly executed copy of the duly executed Receivables Purchase Agreement; and (iv) such other approvals, documents, instruments, certificates and opinions as the Subordinated Lender may reasonably request;. (b) on, or prior to the Borrowing Date, the Issuer shall have delivered, or caused to be delivered to the Subordinated Lender a confirmation, in form and substance satisfactory to the Subordinated Lender, that each of the representations and warranties of the Issuer contained in clause 4.1(a) of this Agreement are true, complete and correct on and as of the Borrowing Date. (c) no Insolvency Event shall have occurred in respect of the Issuer and and/or the Subordinated Lender; and (c) each of the representations and warranties of the Issuer contained in clause 4.2 (Representations and Warranties) were true, complete and correct on and as of the Borrowing Date (or the Additional Borrowing Date). 2.3 Subject to the terms of this Agreement, the Subordinated Xxxxxx agrees from time to time, upon receipt of a written request from the Issuer in a form as attached as Schedule 1 (the "Subordinated Loan Advance Notice"), to make additional advances hereunder to the Issuer (each, a "Subordinated Loan Increase Amount") on each Further Issue Date (each an "Additional Borrowing Date") or on the date of extension of the series current revolving period expiration date applicable to all Series of Notes which have not commenced amortisation (the "Renewal Date") up to a total of GBP 1,320,000,000200,000,000. The obligation of the Subordinated Lender to make available to the Issuer any Subordinated Loan Increase Amount on an Additional Borrowing Date is subject to the conditions precedent set out in Clause 2.2(a)(ii), (iv), (b) and (c), provided that reference therein to the Borrowing Date shall be read as reference to the relevant Additional Borrowing Date. The Issuer shall ensure that each Subordinated Loan Advance Notice will be received by the Subordinated Lender no later than on the second Business Day prior to the relevant Additional Borrowing Date or the relevant Renewal Date. Any amounts due as Subordinated Loan Increase Amount on any Further Issue Date shall be netted against any amounts due as Additional Receivables Purchase Price on such Further Issue Date. Any excess after such netting shall be payable to the Issuer or VWFS, as the case may be.

The Subordinated Loan. 2.1 Subject to the terms and conditions set forth in this Agreement, the Subordinated Xxxxxx has made Lender hereby agrees to make available to the Issuer a loan (the "Subordinated Loan")) to the Issuer, and the Issuer agreed to borrow such Subordinated Loan, which consisted of a loan tranche in the an aggregate principal amount of GBP 390,427,064.35 in respect of the acquisition of the Initial Receivables 635,120,529.50 (the "Initial Subordinated Loan Amount") made available on 20 27 November 2013 2023 (the "Initial Borrowing Date"). 2.2 The obligation of the Subordinated Lender to make the Initial Subordinated Loan Amount available to the Issuer on the Initial Borrowing Date was (or the obligation of the Subordinated Lender to make the Subordinated Loan Increase Amount on the Additional Borrowing Date will be) shall be subject to the conditions precedent that: (a) on on, or prior to the Borrowing Date (or the Additional Borrowing Date, as applicable), the Issuer had shall have delivered, or caused to be delivered to the Subordinated Lender, in form and substance satisfactory to the Subordinated Lender, each of the following documents: (i) a certified copy of the Issuer's Articles of IncorporationAssociation; (ii) a copy of the resolutions of the board of directors of the Issuer authorising the execution, delivery and performance by the Issuer of this Agreement; (iii) a duly executed copy of the Receivables Purchase Agreement; and (iv) such other approvals, documents, instruments, certificates and opinions as the Subordinated Lender may reasonably request;. (b) on, or prior to the Borrowing Date, the Issuer shall have delivered, or caused to be delivered to the Subordinated Lender a confirmation, in form and substance satisfactory to the Subordinated Lender, that each of the representations and warranties of the Issuer contained in clause 4.1(a) of this Agreement are true, complete and correct on and as of the Borrowing Date. (c) no Insolvency Event shall have occurred in respect of the Issuer and and/or the Subordinated Lender; and (c) each of the representations and warranties of the Issuer contained in clause 4.2 (Representations and Warranties) were true, complete and correct on and as of the Borrowing Date (or the Additional Borrowing Date). 2.3 Subject to the terms of this Agreement, the Subordinated Xxxxxx agrees from time to time, upon receipt of a written request from the Issuer in a form as attached as Schedule 1 (Form of Subordinated Loan Advance Notice) (the "Subordinated Loan Advance Notice"), to make additional advances hereunder to the Issuer (each, a "Subordinated Loan Increase Amount") on each Further Issue Date (each an "Additional Borrowing Date") or on the date of extension of the series current revolving period expiration date Instrument Revolving Period Expiration Date applicable to all Series of Notes Instruments which have not commenced amortisation (the "Renewal Date") up to a total of GBP 1,320,000,000750,000,000. The obligation of the Subordinated Lender to make available to the Issuer any Subordinated Loan Increase Amount on an Additional Borrowing Date is subject to the conditions precedent set out in clauses 2.2(a)(ii), 2.2(a)(iv), 2.2(b) and 2.2(c), provided that reference therein to the Borrowing Date shall be read as reference to the relevant Additional Borrowing Date or the relevant Renewal Date, as applicable. The Issuer shall ensure that each Subordinated Loan Advance Notice will be received by the Subordinated Lender no later than on the second Business Day prior to the relevant Additional Borrowing Date or the relevant Renewal Date. Any amounts due as Subordinated Loan Increase Amount on any Further Issue Date shall be netted against any amounts due as Additional Receivables Purchase Price on such Further Issue Date. Any excess after such netting shall be payable to the Issuer or VWFS, as the case may be.

The Subordinated Loan. 2.1 Subject to the terms and conditions set forth in this Agreement, the Subordinated Xxxxxx has made available hereby agrees to the Issuer make a loan (the "Subordinated Loan")) to the Issuer, and the Issuer agreed agrees to borrow such Subordinated Loan, which consisted of a loan tranche in the an aggregate principal amount of GBP 390,427,064.35 in respect of 59,701,131.50 on the acquisition of the Initial Receivables (the "Initial Subordinated Loan Amount") made available on 20 November 2013 Closing Date (the "Borrowing Date"). 2.2 The obligation of the Subordinated Lender to make the Initial Subordinated Loan Amount available to the Issuer on the Borrowing Date was (or the obligation of the Subordinated Lender to make the Subordinated Loan Increase Amount on the Additional Borrowing Date will be) shall be subject to the conditions precedent that: (a) on on, or prior to the Borrowing Date (or the Additional Borrowing Date, as applicable), the Issuer had shall have delivered, or caused to be delivered to the Subordinated Lender, in form and substance satisfactory to the Subordinated Lender, each of the following documents: (i) a certified copy of the Issuer's Articles of Incorporation; (ii) a copy of the resolutions of the board of directors of the Issuer Driver UK Multi- Compartment S.A., acting for and on behalf of its Compartment Driver UK nine authorising the execution, delivery and performance by the Issuer of this Agreement; (iii) a duly executed copy of the duly executed Receivables Purchase Agreement; and (iv) such other approvals, documents, instruments, certificates and opinions as the Subordinated Lender may reasonably request;. (b) on, or prior to the Borrowing Date, the Issuer shall have delivered, or caused to be delivered to the Subordinated Lender a confirmation, in form and substance satisfactory to the Subordinated Lender, that each of the representations and warranties of the Issuer contained in Clause 4.2 of this Agreement are true, complete and correct on and as of the Borrowing Date. (c) no Insolvency Event shall have occurred in respect of the Issuer and and/or the Subordinated Lender; and. 2.3 The Issuer shall, at least two (c2) Business Days prior to each Payment Date, deliver to the Subordinated Lender a report specifying (i) the outstanding principal amount of the representations and warranties of the Issuer contained in clause 4.2 (Representations and Warranties) were true, complete and correct on and Subordinated Loan as of the Borrowing Date day such report is delivered, and (or ii) the Additional Borrowing Date). 2.3 Subject to the terms principal amount (if any) of this Agreement, the Subordinated Xxxxxx agrees from time to time, upon receipt of a written request from Loan that the Issuer in a form as attached as Schedule 1 (the "Subordinated Loan Advance Notice"), anticipates to make additional advances hereunder to the Issuer repay on such Payment Date (each, a "Subordinated Loan Increase AmountMonthly Report") on each Further Issue Date (each an "Additional Borrowing Date") or on the date of extension of the series current revolving period expiration date applicable to all Series of Notes which have not commenced amortisation (the "Renewal Date") up to a total of GBP 1,320,000,000. The Issuer shall ensure that each Subordinated Loan Advance Notice will be received by the Subordinated Lender no later than on the second Business Day prior to the relevant Additional Borrowing Date or the relevant Renewal Date. Any amounts due as Subordinated Loan Increase Amount on any Further Issue Date shall be netted against any amounts due as Additional Receivables Purchase Price on such Further Issue Date. Any excess after such netting shall be payable to the Issuer or VWFS, as the case may be).

The Subordinated Loan. 2.1 Subject to the terms and conditions set forth in this Agreement, the Subordinated Xxxxxx Lender has made available to the Issuer a loan (the "Subordinated Loan"), and the Issuer agreed to borrow such Subordinated Loan, which consisted of a loan tranche in the amount of GBP 390,427,064.35 in respect of the acquisition of the Initial Receivables (the "Initial Subordinated Loan Amount") made available on 20 November 2013 (the "Borrowing Date"). 2.2 The obligation of the Subordinated Lender to make the Initial Subordinated Loan Amount available to the Issuer on the Borrowing Date was (or the obligation of the Subordinated Lender to make the Subordinated Loan Increase Amount on the Additional Borrowing Date will be) subject to the conditions precedent that: (a) on or prior to the Borrowing Date (or the Additional Borrowing Date, as applicable), the Issuer had delivered, or caused to be delivered to the Subordinated Lender, in form and substance satisfactory to the Subordinated Lender, each of the following documents: (i) a certified copy of the Issuer's Articles of Incorporation; (ii) resolutions of the board of directors of the Issuer authorising the execution, delivery and performance by the Issuer of this Agreement; (iii) a duly executed copy of the Receivables Purchase Agreement; and (iv) such other approvals, documents, instruments, certificates and opinions as the Subordinated Lender may request; (b) no Insolvency Event shall have occurred in respect of the Issuer and the Subordinated Lender; and (c) each of the representations and warranties of the Issuer contained in clause Clause 4.2 (Representations and Warranties) were true, complete and correct on and as of the Borrowing Date (or the Additional Borrowing Date). 2.3 Subject to the terms of this Agreement, the Subordinated Xxxxxx agrees from time to time, upon receipt of a written request from the Issuer in a form as attached as Schedule 1 (the "Subordinated Loan Advance Notice"), to make additional advances hereunder to the Issuer (each, a "Subordinated Loan Increase Amount") on each Further Issue Date (each an "Additional Borrowing Date") or on the date of extension of the series current revolving period expiration date applicable to all Series of Notes which have not commenced amortisation (the "Renewal Date") up to a total of GBP 1,320,000,0001,900,000,000. The Issuer shall ensure that each Subordinated Loan Advance Notice will be received by the Subordinated Lender no later than on the second Business Day prior to the relevant Additional Borrowing Date or the relevant Renewal Date. Any amounts due as Subordinated Loan Increase Amount on any Further Issue Date shall be netted against any amounts due as Additional Receivables Purchase Price on such Further Issue Date. Any excess after such netting shall be payable to the Issuer or VWFS, as the case may be.

The Subordinated Loan. 2.1 Subject to the terms and conditions set forth in this Agreement, the Subordinated Xxxxxx has made Lender hereby agrees to make available to the Issuer a loan (the "Subordinated Loan")) to the Issuer, and the Issuer agreed to borrow such Subordinated Loan, which consisted of a loan tranche in the an aggregate principal amount of GBP 390,427,064.35 in respect of the acquisition of the Initial Receivables 635,120,529.50 (the "Initial Subordinated Loan Amount") made available on 20 27 November 2013 2023 (the "Initial Borrowing Date"). 2.2 The obligation of the Subordinated Lender to make the Initial Subordinated Loan Amount available to the Issuer on the Initial Borrowing Date was (or the obligation of the Subordinated Lender to make the Subordinated Loan Increase Amount on the Additional Borrowing Date will be) shall be subject to the conditions precedent that: (a) on on, or prior to the Borrowing Date (or the Additional Borrowing Date, as applicable), the Issuer had shall have delivered, or caused to be delivered to the Subordinated Lender, in form and substance satisfactory to the Subordinated Lender, each of the following documents: (i) a certified copy of the Issuer's Articles of IncorporationAssociation; (ii) a copy of the resolutions of the board of directors of the Issuer authorising the execution, delivery and performance by the Issuer of this Agreement; (iii) a duly executed copy of the Receivables Purchase Agreement; and (iv) such other approvals, documents, instruments, certificates and opinions as the Subordinated Lender may reasonably request;. (b) on, or prior to the Borrowing Date, the Issuer shall have delivered, or caused to be delivered to the Subordinated Lender a confirmation, in form and substance satisfactory to the Subordinated Lender, that each of the representations and warranties of the Issuer contained in clause 4.1(a) (Representations and Warranties) of this Agreement are true, complete and correct on and as of the Borrowing Date. (c) no Insolvency Event shall have occurred in respect of the Issuer and and/or the Subordinated Lender; and (c) each of the representations and warranties of the Issuer contained in clause 4.2 (Representations and Warranties) were true, complete and correct on and as of the Borrowing Date (or the Additional Borrowing Date). 2.3 Subject to the terms of this Agreement, the Subordinated Xxxxxx agrees from time to time, upon receipt of a written request from the Issuer in a form as attached as Schedule 1 (Form of Subordinated Loan Advance Notice) (the "Subordinated Loan Advance Notice"), to make additional advances hereunder to the Issuer (each, a "Subordinated Loan Increase Amount") on each Further Issue Date (each an "Additional Borrowing Date") or on the date of extension of the series current revolving period expiration date applicable to all Series of Notes which have not commenced amortisation (the "Renewal Date") Date up to a total of GBP 1,320,000,000900,000,000. The obligation of the Subordinated Lender to make available to the Issuer any Subordinated Loan Increase Amount on an Additional Borrowing Date is subject to the conditions precedent set out in clauses 2.2(a)(ii) (The Subordinated Loan), 2.2(a)(iv) (The Subordinated Loan), 2.2(b) (The Subordinated Loan) and 2.2(c) (The Subordinated Loan), provided that reference therein to the Borrowing Date shall be read as reference to the relevant Additional Borrowing Date or the relevant Renewal Date, as applicable. The Issuer shall ensure that each Subordinated Loan Advance Notice will be received by the Subordinated Lender no later than on the second Business Day prior to the relevant Additional Borrowing Date or the relevant Renewal Date. Any amounts due as Subordinated Loan Increase Amount on any Further Issue Date shall be netted against any amounts due as Additional in accordance with clause 23 (Set-Off) of the Receivables Purchase Price on such Further Issue DateAgreement. Any excess after such netting shall be payable to the Issuer or VWFS, as the case may be.

The Subordinated Loan. 2.1 Subject to the terms and conditions set forth in this Agreement, the Subordinated Xxxxxx has made available hereby agrees to the Issuer make a loan (the "Subordinated Loan")) to the Issuer, and the Issuer agreed agrees to borrow such Subordinated Loan, which consisted of a loan tranche in the an aggregate principal amount of GBP 390,427,064.35 in respect of 74,750,897.18 on the acquisition of the Initial Receivables (the "Initial Subordinated Loan Amount") made available on 20 November 2013 Closing Date (the "Borrowing Date"). 2.2 The obligation of the Subordinated Lender to make the Initial Subordinated Loan Amount available to the Issuer on the Borrowing Date was (or the obligation of the Subordinated Lender to make the Subordinated Loan Increase Amount on the Additional Borrowing Date will be) shall be subject to the conditions precedent that: (a) on on, or prior to the Borrowing Date (or the Additional Borrowing Date, as applicable), the Issuer had shall have delivered, or caused to be delivered to the Subordinated Lender, in form and substance satisfactory to the Subordinated Lender, each of the following documents: (i) a certified copy of the Issuer's Articles of Incorporation; (ii) a copy of the resolutions of the board of directors of the Issuer Driver UK Multi- Compartment S.A., acting for and on behalf of its Compartment Driver UK eight authorising the execution, delivery and performance by the Issuer of this Agreement; (iii) a duly executed copy of the duly executed Receivables Purchase Agreement; and (iv) such other approvals, documents, instruments, certificates and opinions as the Subordinated Lender may reasonably request;. (b) on, or prior to the Borrowing Date, the Issuer shall have delivered, or caused to be delivered to the Subordinated Lender a confirmation, in form and substance satisfactory to the Subordinated Lender, that each of the representations and warranties of the Issuer contained in Clause 4.2 of this Agreement are true, complete and correct on and as of the Borrowing Date. (c) no Insolvency Event shall have occurred in respect of the Issuer and and/or the Subordinated Lender; and. 2.3 The Issuer shall, at least two (c2) Business Days prior to each Payment Date, deliver to the Subordinated Lender a report specifying (i) the outstanding principal amount of the representations and warranties of the Issuer contained in clause 4.2 (Representations and Warranties) were true, complete and correct on and Subordinated Loan as of the Borrowing Date day such report is delivered, and (or ii) the Additional Borrowing Date). 2.3 Subject to the terms principal amount (if any) of this Agreement, the Subordinated Xxxxxx agrees from time to time, upon receipt of a written request from Loan that the Issuer in a form as attached as Schedule 1 (the "Subordinated Loan Advance Notice"), anticipates to make additional advances hereunder to the Issuer repay on such Payment Date (each, a "Subordinated Loan Increase AmountMonthly Report") on each Further Issue Date (each an "Additional Borrowing Date") or on the date of extension of the series current revolving period expiration date applicable to all Series of Notes which have not commenced amortisation (the "Renewal Date") up to a total of GBP 1,320,000,000. The Issuer shall ensure that each Subordinated Loan Advance Notice will be received by the Subordinated Lender no later than on the second Business Day prior to the relevant Additional Borrowing Date or the relevant Renewal Date. Any amounts due as Subordinated Loan Increase Amount on any Further Issue Date shall be netted against any amounts due as Additional Receivables Purchase Price on such Further Issue Date. Any excess after such netting shall be payable to the Issuer or VWFS, as the case may be).