Volkswagen International Xxxxxxxxx X. X., a public limited company (société anonyme) incorporated under the laws of Luxembourg, registered at Registre de Commerce et des Sociétés Luxembourg under registration number B170123 and having its registered office at 00-00, Xxxxx x'Xxxxx, Bloc B, L-8009 Strassen Luxembourg, as subordinated lender (the "Subordinated Lender");
Volkswagen International Xxxxxxxxx X. X., a public company (société anonyme) incorporated with limited liability under the laws of Luxembourg registered at Registre de Commerce et des Sociétés Luxembourg ("RCSL") under registration number B170123 and having its registered office at 00-00, xxxxx x’Xxxxx, Bloc B, L-8009 Strassen, Luxembourg (the "Subordinated Lender");
Volkswagen International Xxxxxxxxx X. X. as the Subordinated Lender Signed by: Title: Volkswagen Bank GmbH as VW Bank Signed by: Title: Intertrust Trustees GmbH as the Security Trustee Signed by: Title: Data Custody Agent Services B.V. as the Data Protection Trustee Signed by: Title:
Volkswagen International Xxxxxxxxx X. X. as Subordinated Lender the further parties listed on pages 1 et seq. of this Memorandum Incorporated Terms Memorandum 153290/000047 9122918 Xxxxx Lovells International LLP Atlantic House, Holborn Viaduct, London EC1A 2FG Contents Clause Page Master Definitions Schedule 3 1. Master Definitions Schedule 3 2. INTERPRETATION 39 3. Further Assurance 41 4. Entire agreement 41 5. Application of common terms 41 6. Remedies and waivers 41 7. Amendments 41 8. Severability 42 9. Notices 42 10. Counterparts 45
Volkswagen International Xxxxxxxxx X. X. ) ) ) Authorised signatory Authorised signatory Security Trustee Executed and Delivered as a Deed by two duly authorised signatories for and on behalf of Intertrust Trustees GmbH ) ) ) Authorised Signatory Authorised Signatory Schedule 1 FINAL TERMS – SERIES 2020-1 – CLASS A NOTES UK MIFIR product governance / Professional investors and ECPs only target market Solely for the purposes of the manufacturer’s product approval process, the target market assessment pursuant to the FCA Handbook Conduct of Business Sourcebook ("COBS") in respect of the Notes has led to the conclusion that: (a) the target market for the Notes is only: (i) eligible counterparties, as defined in: (x) COBS; and (y) as at the Closing Date, Directive 2015/65/EU ("EU MIFID II"); and (ii) professional clients, as defined in: (x) Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA ("UK MiFIR"); and (y) as at the Closing Date, EU MIFID II; and (b) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate, noting the responsibility of the manufacturer under COBS only. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer’s target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") or, as the case may be, EU MIFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels. Final Terms 25 March 2021 DRIVER UK MULTI-COMPARTMENT S.A. acting for and on behalf of its Compartment Private Driver UK 2020-1 (incorporated with limited liability in Luxembourg with R. C.S. registration number B 189629) as Issuer for the issuance of the GBP 506,800,000 Class A Series 2020-1 Notes issued pursuant to the GBP 1,000,000,000 Programme for the Issuance of Asset Backed Notes These Final Terms are issued to give details of an issue of Notes by Driver UK Multi-Compartment S.A., acting for and on behalf of its Compartment Private Driver UK 2020-1, under the GBP 1,000,000,000 Programme for the Issuance of Asset Backed Notes (the "Programme"). The Base Prospectus dated 19 March 2021 and the Final Terms have been published on the website of the Luxembourg Stock Ex...
Volkswagen International Xxxxxxxxx X. X. as Subordinated Lender the further parties listed on pages 1 et seq. of this Memorandum Trust Agreement 153290/000047 9122918 Xxxxx Lovells International LLP Atlantic House, Holborn Viaduct, London EC1A 2FG Contents Clause Page Master Definitions Schedule 3 1. DEFINITIONS, INTERPRETATION AND COMMON TERMS 3 2. Duties of the Security Trustee 3 3. Position of the Security Trustee in relation to the Transaction Creditors 4
