SALE AND PURCHASE OF ELIGIBLE ASSETS. 2.1 The Transferor may at any time offer for sale and transfer Eligible Assets to the CBC. 2.2 Furthermore, the Transferor will use its best efforts, upon request of the CBC, to offer to sell and transfer or procure that the other Transferors (if any) offer to sell and transfers, further Eligible Receivables to the CBC, provided that the CBC shall only request a transfer of Eligible Receivables if it (or the Administrator on its behalf) determines that the Asset Cover Test has been breached (or would be breached when at that moment the Asset Cover Test would be performed) under the Asset Monitoring Agreement. The Transferor will have the right to comply with this best efforts undertaking by it or the other Transferors (if any) offering to transfer (part of) such Eligible Receivables to the CBC. 2.3 The CBC shall accept each such offer to purchase Eligible Assets, subject to Clause 2.13 below, and provided that it has sufficient funds for such purpose. 2.4 The purchase price for Transferred Assets (the "Purchase Price") shall consist of an initial purchase price (the "Initial Purchase Price") and, only with respect to Mortgage Receivables, a deferred purchase price (the "Deferred Purchase Price"). 2.5 The Initial Purchase Price for Mortgage Receivables purchased at each Transfer Date shall be equal to the aggregate Outstanding Principal Amount of the Mortgage Receivables on the Cut-Off Date. A part of the relevant Initial Purchase Price equal to the aggregate Construction Deposits will be withheld by the CBC and will be credited to the Construction Account. 2.6 The Initial Purchase Price for Transferred Collateral at each Transfer Date shall be equal to the aggregate Collateral Market Value of the Transferred Collateral on the Cut-Off Date. 2.7 Upon and subject to the terms of this Agreement, the relevant Initial Purchase Price, as referred to in Clause 2.5 and Clause 2.6 above shall be paid to the Transferor on the relevant Transfer Date by the CBC and the Transferor agrees that upon receipt of the relevant Initial Purchase Price the CBC will be discharged from the obligation to pay the relevant Initial Purchase Price to the Transferor, including any payments paid by means of set-off. 2.8 The Deferred Purchase Price shall be paid on each CBC Payment Date in Deferred Purchase Price Instalments, if any, by the CBC transferring the amount thereof, in same day funds to the bank account of the Transferor as indicated in writing to the CBC for the benefit of the Transferor. Upon receipt by the Transferor of a Deferred Purchase Price Instalment, the CBC will be discharged from the obligation to pay such Deferred Purchase Price Instalment. 2.9 The Deferred Purchase Price shall be equal to the sum of all Deferred Purchase Price Instalments. 2.10 To the extent possible under applicable law, Eligible Assets will be transferred to the CBC with all rights relating thereto, including, without limitation, all accessory rights (afhankelijke rechten) and all ancillary rights (nevenrechten), such as mortgage rights (rechten van hypotheek), rights of pledge (pandrechten) and, in respect of Eligible Receivables, the interest rate reset rights (renteherzieningsrechten) provided in the Mortgage Conditions. 2.11 The transfer of Eligible Receivables and the Beneficiary Rights relating thereto shall be effected (i) by way of registration of a signed Deed of Sale, Assignment and Pledge with the Dutch tax authorities in accordance with article 3:94(3) of the Dutch Civil Code or (ii) by way of a notarial deed incorporating such Deed of Sale, Assignment and Pledge in accordance with article 3:94(3) of the Dutch Civil Code, and, as the case may be, any documents supplemental or incidental thereto. For this purpose, the Transferor shall on or prior to the relevant Transfer Date provide the CBC with a Deed of Sale, Assignment and Pledge substantially in the form set out in Schedule 2, duly executed and completed by or on behalf of the Transferor, including a List of Mortgage Loans. The transfer shall be completed by offering by or on behalf of the Transferor, at its own cost and expense, the signed Deed of Sale, Assignment and Pledge on the relevant Transfer Date with the Dutch tax authorities for registration or to provide for such Deed of Sale, Assignment and Pledge to be incorporated in a notarial deed, as the case may be, evidence of which shall be sent to the CBC by the Transferor by no later than five (5) business days following the relevant Transfer Date. 2.12 The transfer of Eligible Collateral shall be effected by way of book-entry transfer (girale overboeking) to a bank account or securities account, as the case may be, designated for such purpose by the CBC. 2.13 The sale and transfer of Eligible Assets will be subject to the condition that on the relevant Transfer Date: (a) the Transferor will represent and warrant that the Transferor Warranties are true and correct in all material respects; (b) the Transferor will, to the extent Eligible Receivables and the Beneficiary Rights relating thereto are sold, represent and warrant that the Mortgage Receivables Warranties are true and correct in all material respects in relation to the relevant Eligible Receivables and the Beneficiary Rights relating thereto; (c) to the extent Eligible Collateral is sold, any further conditions are satisfied as the CBC and the Security Trustee may require, where applicable including a custody agreement on terms and conditions agreed with the Security Trustee; (d) the Transaction Documents have been signed by the parties hereto in the Agreed Form; (e) no Notification Event has occurred; (f) the Subordinated Loan has been provided by the Subordinated Loan Provider; and (g) there having been delivered duly signed corporate resolutions and authorisations (including all relevant powers of attorney) of the Transferor, the CBC and the Security Trustee authorising the sale and transfer and acceptance of the relevant Eligible Assets on the relevant Transfer Date and the signing of the Transaction Documents relating hereto. 2.14 On or prior to the relevant Transfer Date: (a) the CBC shall sign the relevant Deed of Sale, Assignment and Pledge (substantially in the form of Schedule 2 hereto) in respect of Eligible Receivables; (b) the transfer of Eligible Collateral shall be effected in accordance with Clause 2.12 above and the CBC shall designate a bank or securities account and such further deed shall be executed as required and customary to effect the sale and transfer of such Eligible Collateral; (c) the Deed of Sale, Assignment and Pledge will be offered for registration with the Dutch tax authorities or be executed before a civil law notary; (d) and as otherwise required under Clause 14 of the Servicing Agreement, the Transferor shall deposit with the Agent the relevant Escrow List of Loans in accordance with the Deposit Agreement; and (e) the CBC will pay the Initial Purchase Price to the Transferor in accordance with Clause 2.7 hereof. 2.15 From (and including) the relevant Cut-Off Date the CBC is entitled to any Pre-Transfer Proceeds from the Transferred Assets, as determined by the Servicer in the quarterly cash flow reports including, without limitation, interest, Prepayment Penalties and the repayment and prepayment of principal. 2.16 Any Pre-Transfer Proceeds shall be paid by or on behalf of the Transferor to the CBC on the first CBC Payment Date following the relevant Transfer Date by transferring the amount thereof to the CBC Account.
Appears in 2 contracts
Samples: Guarantee Support Agreement, Guarantee Support Agreement
SALE AND PURCHASE OF ELIGIBLE ASSETS.
2.1 The Transferor may at any time offer for sale and transfer Eligible Assets to the CBC.
2.2 Furthermore, the Transferor will use its best efforts, upon request of the CBC, to offer to sell and transfer or procure that the other Transferors (if any) offer to sell and transfers, further Eligible Receivables to the CBC, provided that the CBC shall only request a transfer of Eligible Receivables if it (or the Administrator on its behalf) determines that the Asset Cover Test has been breached (or would be breached when at that moment the Asset Cover Test would be performed) under the Asset Monitoring Agreement. The Transferor will have the right to comply with this best efforts undertaking by it or the other Transferors (if any) offering to transfer (part of) such Eligible Receivables to the CBC.
2.3 The CBC shall accept each such offer to purchase Eligible Assets, subject to Clause 2.13 below, and provided that it has sufficient funds for such purpose.
2.4 The purchase price for Transferred Assets (the "Purchase Price") shall consist of an initial purchase price (the "Initial Purchase Price") and, only with respect to Mortgage Receivables, a deferred purchase price (the "Deferred Purchase Price").
2.5 The Initial Purchase Price for Mortgage Receivables purchased at each Transfer Date shall be equal to the aggregate Outstanding Principal Amount of the Mortgage Receivables on the Cut-Off Date. A part of the relevant Initial Purchase Price equal to the aggregate Construction Deposits will be withheld by the CBC and will be credited to the Construction Account.
2.6 The Initial Purchase Price for Transferred Collateral at each Transfer Date shall be equal to the aggregate Collateral Market Value of the Transferred Collateral on the Cut-Off Date.
2.7 Upon and subject to the terms of this Agreement, the relevant Initial Purchase Price, as referred to in Clause 2.5 and Clause 2.6 above shall be paid to the Transferor on the relevant Transfer Date by the CBC and the Transferor agrees that upon receipt of the relevant Initial Purchase Price the CBC will be discharged from the obligation to pay the relevant Initial Purchase Price to the Transferor, including any payments paid by means of set-off.
2.8 The Deferred Purchase Price shall be paid on each CBC Payment Date in Deferred Purchase Price Instalments, if any, by the CBC transferring the amount thereof, in same day funds to the bank account of the Transferor as indicated in writing to the CBC for the benefit of the Transferor. Upon receipt by the Transferor of a Deferred Purchase Price Instalment, the CBC will be discharged from the obligation to pay such Deferred Purchase Price Instalment.
2.9 The Deferred Purchase Price shall be equal to the sum of all Deferred Purchase Price Instalments.
2.10 To the extent possible under applicable law, Eligible Assets will be transferred to the CBC with all rights relating thereto, including, without limitation, all accessory rights (afhankelijke rechten) and all ancillary rights (nevenrechten), such as mortgage rights (rechten van hypotheek), rights of pledge (pandrechten) and, in respect of Eligible Receivables, the interest rate reset rights (renteherzieningsrechten) provided in the Mortgage Conditions.
2.11 The transfer of Eligible Receivables and the Beneficiary Rights relating thereto shall be effected (i) by way of registration of a signed Deed of Sale, Assignment and Pledge with the Dutch tax authorities in accordance with article 3:94(3) of the Dutch Civil Code or (ii) by way of a notarial deed incorporating such Deed of Sale, Assignment and Pledge in accordance with article 3:94(3) of the Dutch Civil Code, and, as the case may be, any documents supplemental or incidental thereto. For this purpose, the Transferor shall on or prior to the relevant Transfer Date provide the CBC with a Deed of Sale, Assignment and Pledge substantially in the form set out in Schedule 2, duly executed and completed by or on behalf of the Transferor, including a List of Mortgage Loans. The transfer shall be completed by offering by or on behalf of the Transferor, at its own cost and expense, the signed Deed of Sale, Assignment and Pledge on the relevant Transfer Date with the Dutch tax authorities for registration or to provide for such Deed of Sale, Assignment and Pledge to be incorporated in a notarial deed, as the case may be, evidence of which shall be sent to the CBC by the Transferor by no later than five (5) business days Business Days following the relevant Transfer Date.
2.12 The transfer of Eligible Collateral shall be effected by way of book-entry transfer (girale overboeking) to a bank account or securities account, as the case may be, designated for such purpose by the CBC.
2.13 The sale and transfer of Eligible Assets will be subject to the condition that on the relevant Transfer Date:
(a) the Transferor will represent and warrant that the Transferor Warranties are true and correct in all material respects;
(b) the Transferor will, to the extent Eligible Receivables and the Beneficiary Rights relating thereto are sold, represent and warrant that the Mortgage Receivables Warranties are true and correct in all material respects in relation to the relevant Eligible Receivables and the Beneficiary Rights relating thereto;
(c) to the extent Eligible Collateral is sold, any further conditions are satisfied as the CBC and the Security Trustee may require, where applicable including a custody agreement on terms and conditions agreed with the Security Trustee;
(d) the Transaction Documents have been signed by the parties hereto in the Agreed Form;
(e) no Notification Event has occurred;
(f) the Subordinated Loan has been provided by the Subordinated Loan Provider; and
(g) there having been delivered duly signed corporate resolutions and authorisations (including all relevant powers of attorney) of the Transferor, the CBC and the Security Trustee authorising the sale and transfer and acceptance of the relevant Eligible Assets on the relevant Transfer Date and the signing of the Transaction Documents relating hereto.
2.14 On or prior to the relevant Transfer Date:
(a) the CBC shall sign the relevant Deed of Sale, Assignment and Pledge (substantially in the form of Schedule 2 hereto) in respect of Eligible Receivables;
(b) the transfer of Eligible Collateral shall be effected in accordance with Clause 2.12 above and the CBC shall designate a bank or securities account and such further deed shall be executed as required and customary to effect the sale and transfer of such Eligible Collateral;
(c) the Deed of Sale, Assignment and Pledge will be offered for registration with the Dutch tax authorities or be executed before a civil law notary;
(d) and as otherwise required under Clause 14 of the Servicing Agreement, the Transferor shall deposit with the Agent the relevant Escrow List of Loans in accordance with the Deposit Agreement; and
(e) the CBC will pay the Initial Purchase Price to the Transferor in accordance with Clause 2.7 hereof.
2.15 From (and including) the relevant Cut-Off Date the CBC is entitled to any Pre-Transfer Proceeds from the Transferred Assets, as determined by the Servicer in the quarterly cash flow reports including, without limitation, interest, Prepayment Penalties and the repayment and prepayment of principal.
2.16 Any Pre-Transfer Proceeds shall be paid by or on behalf of the Transferor to the CBC on the first CBC Payment Date following the relevant Transfer Date by transferring the amount thereof to the CBC Account.
Appears in 1 contract
Samples: Guarantee Support Agreement
SALE AND PURCHASE OF ELIGIBLE ASSETS.
2.1 The Each Transferor may at any time offer for sale and transfer further Eligible Assets to the CBC, provided that NIBC Bank N.V. will only transfer Eligible Collateral to the CBC and will not transfer Eligible Receivables to the CBC.
2.2 Furthermore, the Transferor Issuer will use its best efforts, upon request of the CBC, to offer to sell and transfer or procure that the other Transferors (if any) offer to sell and transfers, transfer further Eligible Receivables to the CBC, provided that the CBC shall only request a transfer of Eligible Receivables if it (or the Administrator on its behalf) determines that the Asset Cover Test has been breached (or would be breached when at that moment the Asset Cover Test would be performed) under the Asset Monitoring Agreement. The Transferor Issuer will have the right to comply with this best efforts undertaking by it or the other Transferors (if any) offering to transfer (part of) such Eligible Receivables to the CBC.
2.3 The CBC shall accept each such offer to purchase Eligible Assets, subject to Clause 2.13 below, and provided that it has sufficient funds for such purpose.
2.4 The purchase price for Transferred Assets (the "Purchase Price") shall consist of an initial purchase price (the "Initial Purchase Price") and, only with respect to Mortgage Receivables, a deferred purchase price (the "Deferred Purchase Price").
2.5 The Initial Purchase Price for Mortgage Receivables purchased at each Transfer Date shall be equal to the aggregate Outstanding Principal Amount of the Mortgage Receivables on the Cut-Off Date. A part of the relevant Initial Purchase Price equal to the aggregate Construction Deposits will be withheld by the CBC and will be credited to the Construction Account.
2.6 The Initial Purchase Price for Transferred Collateral at each Transfer Date shall be equal to the aggregate Collateral Market Value of the Transferred Collateral on the Cut-Off Date.
2.7 Upon and subject to the terms of this Agreement, the relevant Initial Purchase Price, as referred to in Clause 2.5 and Clause 2.6 above above, less the Initial Participation, shall be paid to the relevant Transferor on the relevant Transfer Date by the CBC to NIBC Bank, and each of the Transferor Transferors agrees that upon receipt by NIBC Bank of the relevant Initial Purchase Price the CBC will be discharged from the obligation to pay the relevant part of the relevant Initial Purchase Price to the relevant Transferor, including any payments paid by means of set-off.
2.8 The Deferred Purchase Price shall be paid on each CBC Payment Date in Deferred Purchase Price Instalments, if any, by the CBC transferring the amount thereof, in same day funds to the bank account of the Transferor NIBC Bank as indicated in writing to the CBC for the benefit of the TransferorTransferors. Upon receipt by NIBC Bank on behalf of the Transferor Transferors of a Deferred Purchase Price Instalment, the CBC will be discharged from the obligation to pay such Deferred Purchase Price Instalment.
2.9 The Deferred Purchase Price shall be equal to the sum of all Deferred Purchase Price Instalments.
2.10 To the extent possible under applicable law, Eligible Assets will be transferred to the CBC with all rights relating thereto, including, without limitation, all accessory rights (afhankelijke rechten) and all ancillary rights (nevenrechten), such as mortgage rights (rechten van hypotheek), rights of pledge (pandrechten) and, in respect of Eligible Receivables, the interest rate reset rights (renteherzieningsrechten) provided in the Mortgage Conditions.
2.11 The transfer of Eligible Receivables and the Beneficiary Rights relating thereto shall be effected (i) by way of registration of a signed Deed of Sale, Assignment and Pledge with the Dutch tax authorities in accordance with pursuant to article 3:94(3) of the Dutch Civil Code or (ii) by way of a notarial deed incorporating such Deed of Sale, Assignment and Pledge in accordance with article 3:94(3) of the Dutch Civil CodePledge, and, as the case may be, any documents supplemental or incidental thereto. For this purpose, the each relevant Transferor shall on or prior to the relevant Transfer Date provide the CBC with a Deed of Sale, Assignment and Pledge substantially in the form set out in Schedule 2, duly executed and completed by or on behalf of the such Transferor, including a List of Mortgage Loans. The transfer shall be completed by offering by or on behalf of the relevant Transferor, at its own cost and expense, the signed Deed of Sale, Assignment and Pledge on the relevant Transfer Date with the Dutch tax authorities for registration or to provide for such Deed of Sale, Assignment and Pledge to be incorporated in a notarial deed, as the case may be, evidence of which shall be sent to the CBC by the relevant Transferor by no later than five (5) business days following the relevant Transfer Date.
2.12 The transfer of Eligible Collateral shall be effected by way of book-entry transfer (girale overboeking) to a bank account or securities account, as the case may be, designated for such purpose by the CBC.
2.13 The sale and transfer of Eligible Assets will be subject to the condition that on the relevant Transfer Date:
(a) the each relevant Transferor will represent and warrant that the Transferor Warranties are true and correct in all material respects;
(b) the each relevant Transferor will, to the extent Eligible Receivables and the Beneficiary Rights relating thereto are sold, represent and warrant that the Mortgage Receivables Warranties are true and correct in all material respects in relation to the relevant Eligible Receivables and the Beneficiary Rights relating thereto;
(c) to the extent Eligible Collateral is sold, any further conditions are satisfied as the CBC and the Security Trustee may require, where applicable including a custody agreement on terms and conditions agreed with the Security Trustee;
(d) the Transaction Documents have been signed by the parties hereto in the Agreed Form;
(e) no Notification Event has occurred;
(f) the Subordinated Loan has been provided by the Subordinated Loan Provider; and
(gf) there having been delivered duly signed corporate resolutions and authorisations (including all relevant powers of attorney) of the Transferorrelevant Transferor(s), the CBC and the Security Trustee authorising the sale and transfer and acceptance of the relevant Eligible Assets on the relevant Transfer Date and the signing of the Transaction Documents relating hereto.
2.14 On or prior to the relevant Transfer Date:
(a) the CBC shall sign the relevant Deed of Sale, Assignment and Pledge (substantially in the form of Schedule 2 hereto) in respect of Eligible Receivables;
(b) the transfer of Eligible Collateral shall be effected in accordance with Clause 2.12 above and the CBC shall designate a bank or securities account and such further deed shall be executed as required and customary to effect the sale and transfer of such Eligible Collateral;
(c) the Deed of Sale, Assignment and Pledge will be offered for registration with the Dutch tax authorities or be executed before a civil law notaryauthorities;
(d) and as otherwise required under Clause 14 of the Servicing Agreement, the Transferor Issuer shall deposit with the Agent the relevant Escrow List of Loans in accordance with the Deposit Agreement; and
(e) the CBC will pay the Initial Purchase Price to NIBC Bank for the Transferor benefit of the Transferors in accordance with Clause 2.7 hereof.
2.15 From (and including) the relevant Cut-Off Date the CBC is entitled to any Pre-Transfer Proceeds the proceeds (vruchten) from the Transferred Assets, as determined by the Servicer in the quarterly cash flow reports including, without limitation, interest, Prepayment Penalties and the repayment and prepayment of principal.
2.16 Any Pre-Transfer Proceeds shall be paid by or on behalf of each of the Transferor Transferors to the CBC on the first CBC Payment Date following the relevant Transfer Date by transferring the amount thereof to the CBC Account.
2.17 All such proceeds shall be paid or directed to, as the case may be, the CBC Account.
2.18 If a Notification Event has occurred, the CBC may request the Issuer and/or the Transferor to transfer any NHG Advance Rights the Issuer or such Transferor may have and each of the Issuer or the Transferor, as the case may be, shall use its reasonable efforts to transfer to the CBC as soon as reasonably practicable such NHG Advance Rights it has at such time.
Appears in 1 contract
Samples: Guarantee Support Agreement
SALE AND PURCHASE OF ELIGIBLE ASSETS.
2.1 The Each Transferor may at any time offer for sale and transfer further Eligible Assets to the CBC, provided that NIBC Bank N.V. will only transfer Eligible Collateral to the CBC and will not transfer Eligible Receivables to the CBC.
2.2 Furthermore, the Transferor Issuer will use its best efforts, upon request of the CBC, to offer to sell and transfer or procure that the other Transferors (if any) offer to sell and transfers, transfer further Eligible Receivables to the CBC, provided that the CBC shall only request a transfer of Eligible Receivables if it (or the Administrator on its behalf) determines that the Asset Cover Test has been breached (or would be breached when at that moment the Asset Cover Test would be performed) under the Asset Monitoring Agreement. The Transferor Issuer will have the right to comply with this best efforts undertaking by it or the other Transferors (if any) offering to transfer (part of) such Eligible Receivables to the CBC.
2.3 The CBC shall accept each such offer to purchase Eligible Assets, subject to Clause 2.13 below, and provided that it has sufficient funds for such purpose.
2.4 The purchase price for Transferred Assets (the "Purchase Price") shall consist of an initial purchase price (the "Initial Purchase Price") and, only with respect to Mortgage Receivables, a deferred purchase price (the "Deferred Purchase Price").
2.5 The Initial Purchase Price for Mortgage Receivables purchased at each Transfer Date shall be equal to the aggregate Outstanding Principal Amount of the Mortgage Receivables on the Cut-Off Date. A part of the relevant Initial Purchase Price equal to the aggregate Construction Deposits will be withheld by the CBC and will be credited to the Construction Account.
2.6 The Initial Purchase Price for Transferred Collateral at each Transfer Date shall be equal to the aggregate Collateral Market Value of the Transferred Collateral on the Cut-Off Date.
2.7 Upon and subject to the terms of this Agreement, the relevant Initial Purchase Price, as referred to in Clause 2.5 and Clause 2.6 above above, less the Initial Participation, shall be paid to the relevant Transferor on the relevant Transfer Date by the CBC to NIBC Bank, and each of the Transferor Transferors agrees that upon receipt by NIBC Bank of the relevant Initial Purchase Price the CBC will be discharged from the obligation to pay the relevant part of the relevant Initial Purchase Price to the relevant Transferor, including any payments paid by means of set-off.
2.8 The Deferred Purchase Price shall be paid on each CBC Payment Date in Deferred Purchase Price Instalments, if any, by the CBC transferring the amount thereof, in same day funds to the bank account of the Transferor NIBC Bank as indicated in writing to the CBC for the benefit of the TransferorTransferors. Upon receipt by NIBC Bank on behalf of the Transferor Transferors of a Deferred Purchase Price Instalment, the CBC will be discharged from the obligation to pay such Deferred Purchase Price Instalment.
2.9 The Deferred Purchase Price shall be equal to the sum of all Deferred Purchase Price Instalments.
2.10 To the extent possible under applicable law, Eligible Assets will be transferred to the CBC with all rights relating thereto, including, without limitation, all accessory rights (afhankelijke rechten) and all ancillary rights (nevenrechten), such as mortgage rights (rechten van hypotheek), rights of pledge (pandrechten) and, in respect of Eligible Receivables, the interest rate reset rights (renteherzieningsrechten) provided in the Mortgage Conditions.
2.11 The transfer of Eligible Receivables and the Beneficiary Rights relating thereto shall be effected (i) by way of registration of a signed Deed of Sale, Assignment and Pledge with the Dutch tax authorities in accordance with pursuant to article 3:94(3) of the Dutch Civil Code or (ii) by way of a notarial deed incorporating such Deed of Sale, Assignment and Pledge in accordance with article 3:94(3) of the Dutch Civil CodePledge, and, as the case may be, any documents supplemental or incidental thereto. For this purpose, the each relevant Transferor shall on or prior to the relevant Transfer Date provide the CBC with a Deed of Sale, Assignment and Pledge substantially in the form set out in Schedule 2, duly executed and completed by or on behalf of the such Transferor, including a List of Mortgage Loans. The transfer shall be completed by offering by or on behalf of the relevant Transferor, at its own cost and expense, the signed Deed of Sale, Assignment and Pledge on the relevant Transfer Date with the Dutch tax authorities for registration or to provide for such Deed of Sale, Assignment and Pledge to be incorporated in a notarial deed, as the case may be, evidence of which shall be sent to the CBC by the relevant Transferor by no later than five (5) business days following the relevant Transfer Date.
2.12 The transfer of Eligible Collateral shall be effected by way of book-entry transfer (girale overboeking) to a bank account or securities account, as the case may be, designated for such purpose by the CBC.
2.13 The sale and transfer of Eligible Assets will be subject to the condition that on the relevant Transfer Date:
(a) the each relevant Transferor will represent and warrant that the Transferor Warranties are true and correct in all material respects;
(b) the each relevant Transferor will, to the extent Eligible Receivables and the Beneficiary Rights relating thereto are sold, represent and warrant that the Mortgage Receivables Warranties are true and correct in all material respects in relation to the relevant Eligible Receivables and the Beneficiary Rights relating thereto;
(c) to the extent Eligible Collateral is sold, any further conditions are satisfied as the CBC and the Security Trustee may require, where applicable including a custody agreement on terms and conditions agreed with the Security Trustee;
(d) the Transaction Documents have been signed by the parties hereto in the Agreed Form;
(e) no Notification Event has occurred;
(f) the Subordinated Loan has been provided by the Subordinated Loan Provider; and
(gf) there having been delivered duly signed corporate resolutions and authorisations (including all relevant powers of attorney) of the Transferorrelevant Transferor(s), the CBC and the Security Trustee authorising the sale and transfer and acceptance of the relevant Eligible Assets on the relevant Transfer Date and the signing of the Transaction Documents relating hereto.
2.14 On or prior to the relevant Transfer Date:
(a) the CBC shall sign the relevant Deed of Sale, Assignment and Pledge (substantially in the form of Schedule 2 hereto) in respect of Eligible Receivables;
(b) the transfer of Eligible Collateral shall be effected in accordance with Clause 2.12 above and the CBC shall designate a bank or securities account and such further deed shall be executed as required and customary to effect the sale and transfer of such Eligible Collateral;
(c) the Deed of Sale, Assignment and Pledge will be offered for registration with the Dutch tax authorities or be executed before a civil law notaryauthorities;
(d) and as otherwise required under Clause 14 of the Servicing Agreement, the Transferor Issuer shall deposit with the Agent the relevant Escrow List of Loans in accordance with the Deposit Agreement; and
(e) the CBC will pay the Initial Purchase Price to NIBC Bank for the Transferor benefit of the Transferors in accordance with Clause 2.7 hereof.
2.15 From (and including) the relevant Cut-Off Date the CBC is entitled to any Pre-Transfer Proceeds the proceeds (vruchten) from the Transferred Assets, as determined by the Servicer in the quarterly cash flow reports including, without limitation, interest, Prepayment Penalties and the repayment and prepayment of principal.
2.16 Any Pre-Transfer Proceeds shall be paid by or on behalf of each of the Transferor Transferors to the CBC on the first CBC Payment Date following the relevant Transfer Date by transferring the amount thereof to the CBC Account.
2.17 All such proceeds shall be paid or directed to, as the case may be, the CBC Account.
2.18 If a Notification Event has occurred, the CBC may request the Issuer and/or the Transferor to transfer any NHG Advance Rights the Issuer or such Transferor may have and each of the Issuer or the Transferor, as the case may be, shall use its reasonable efforts to transfer to the CBC as soon as reasonably practicable such NHG Advance Rights it has at such time.
2.19 If the Issuer has issued a Green Covered Bond under the Programme, the Issuer shall undertake its best efforts that, within twenty-four (24) months from the Issue Date of the relevant Series of Green Covered Bonds and thereafter for so long as such Green Covered Bonds are outstanding under the Programme, the portfolio of Mortgage Receivables transferred to the CBC comprises Eligible Receivables secured by Mortgages over Mortgaged Assets qualifying as Green Buildings, whose aggregate Outstanding Principal Amount is at least equal to the Minimum Green Buildings Collateral Support Amount, subject to any new Green Covered Bonds issued for which a new period of twenty-four (24) months shall apply. However, any failure by the Issuer to procure the same would not be an Issuer Event of Default under the Green Covered Bonds nor an Assignment Notification Event or Notice to Pay under the relevant Transaction Documents nor trigger any other default.
Appears in 1 contract
Samples: Guarantee Support Agreement
SALE AND PURCHASE OF ELIGIBLE ASSETS. 2.1 The Transferor may at any time offer for sale and transfer Eligible Assets to the CBC.
2.2 Furthermore, the Transferor will use its best efforts, upon request of the CBC, to offer to sell and transfer or procure that the other Transferors (if any) offer to sell and transfers, further Eligible Receivables to the CBC, provided that the CBC shall only request a transfer of Eligible Receivables if it (or the Administrator on its behalf) determines that the Asset Cover Test has been breached (or would be breached when at that moment the Asset Cover Test would be performed) under the Asset Monitoring Agreement. The Transferor will have the right to comply with this best efforts undertaking by it or the other Transferors (if any) offering to transfer (part of) such Eligible Receivables to the CBC.
2.3 The CBC shall accept each such offer to purchase Eligible Assets, subject to Clause 2.13 below, and provided that it has sufficient funds for such purpose.
2.4 The purchase price for Transferred Assets (the "Purchase Price") shall consist of an initial purchase price (the "Initial Purchase Price") and, only with respect to Mortgage Receivables, a deferred purchase price (the "Deferred Purchase Price").
2.5 The Initial Purchase Price for Mortgage Receivables purchased at each Transfer Date shall be equal to the aggregate Outstanding Principal Amount of the Mortgage Receivables on the Cut-Off Date. A part of the relevant Initial Purchase Price equal to the aggregate Construction Deposits will be withheld by the CBC and will be credited to the Construction Account.
2.6 The Initial Purchase Price for Transferred Collateral at each Transfer Date shall be equal to the aggregate Collateral Market Value of the Transferred Collateral on the Cut-Off Date.
2.7 Upon and subject to the terms of this Agreement, the relevant Initial Purchase Price, as referred to in Clause 2.5 and Clause 2.6 above shall be paid to the Transferor on the relevant Transfer Date by the CBC and the Transferor agrees that upon receipt of the relevant Initial Purchase Price the CBC will be discharged from the obligation to pay the relevant Initial Purchase Price to the Transferor, including any payments paid by means of set-off.
2.8 The Deferred Purchase Price shall be paid on each CBC Payment Date in Deferred Purchase Price Instalments, if any, by the CBC transferring the amount thereof, in same day funds to the bank account of the Transferor as indicated in writing to the CBC for the benefit of the Transferor. Upon receipt by the Transferor of a Deferred Purchase Price Instalment, the CBC will be discharged from the obligation to pay such Deferred Purchase Price Instalment.
2.9 The Deferred Purchase Price shall be equal to the sum of all Deferred Purchase Price Instalments.
2.10 To the extent possible under applicable law, Eligible Assets will be transferred to the CBC with all rights relating thereto, including, without limitation, all accessory rights (afhankelijke rechten) and all ancillary rights (nevenrechten), such as mortgage rights (rechten van hypotheek), rights of pledge (pandrechten) and, in respect of Eligible Receivables, the interest rate reset rights (renteherzieningsrechten) provided in the Mortgage Conditions.
2.11 The transfer of Eligible Receivables and the Beneficiary Rights relating thereto shall be effected (i) by way of registration of a signed Deed of Sale, Assignment and Pledge with the Dutch tax authorities in accordance with article 3:94(3) of the Dutch Civil Code or (ii) by way of a notarial deed incorporating such Deed of Sale, Assignment and Pledge in accordance with article 3:94(3) of the Dutch Civil Code, and, as the case may be, any documents supplemental or incidental thereto. For this purpose, the Transferor shall on or prior to the relevant Transfer Date provide the CBC with a Deed of Sale, Assignment and Pledge substantially in the form set out in Schedule 2, duly executed and completed by or on behalf of the Transferor, including a List of Mortgage Loans. The transfer shall be completed by offering by or on behalf of the Transferor, at its own cost and expense, the signed Deed of Sale, Assignment and Pledge on the relevant Transfer Date with the Dutch tax authorities for registration or to provide for such Deed of Sale, Assignment and Pledge to be incorporated in a notarial deed, as the case may be, evidence of which shall be sent to the CBC by the Transferor by no later than five (5) business days Business Days following the relevant Transfer Date.
2.12 The transfer of Eligible Collateral shall be effected by way of book-entry transfer (girale overboeking) to a bank account or securities account, as the case may be, designated for such purpose by the CBC.
2.13 The sale and transfer of Eligible Assets will be subject to the condition that on the relevant Transfer Date:
(a) the Transferor will represent and warrant that the Transferor Warranties are true and correct in all material respects;
(b) the Transferor will, to the extent Eligible Receivables and the Beneficiary Rights relating thereto are sold, represent and warrant that the Mortgage Receivables Warranties are true and correct in all material respects in relation to the relevant Eligible Receivables and the Beneficiary Rights relating thereto;
(c) to the extent Eligible Collateral is sold, any further conditions are satisfied as the CBC and the Security Trustee may require, where applicable including a custody agreement on terms and conditions agreed with the Security Trustee;
(d) the Transaction Documents have been signed by the parties hereto in the Agreed Form;
(e) no Notification Event has occurred;
(f) the Subordinated Loan has been provided by the Subordinated Loan Provider; and
(g) there having been delivered duly signed corporate resolutions and authorisations (including all relevant powers of attorney) of the Transferor, the CBC and the Security Trustee authorising the sale and transfer and acceptance of the relevant Eligible Assets on the relevant Transfer Date and the signing of the Transaction Documents relating hereto.
2.14 On or prior to the relevant Transfer Date:
(a) the CBC shall sign the relevant Deed of Sale, Assignment and Pledge (substantially in the form of Schedule 2 hereto) in respect of Eligible Receivables;
(b) the transfer of Eligible Collateral shall be effected in accordance with Clause 2.12 above and the CBC shall designate a bank or securities account and such further deed shall be executed as required and customary to effect the sale and transfer of such Eligible Collateral;
(c) the Deed of Sale, Assignment and Pledge will be offered for registration with the Dutch tax authorities or be executed before a civil law notary;
(d) and as otherwise required under Clause 14 of the Servicing Agreement, the Transferor shall deposit with the Agent the relevant Escrow List of Loans in accordance with the Deposit Agreement; and
(e) the CBC will pay the Initial Purchase Price to the Transferor in accordance with Clause 2.7 hereof.
2.15 From (and including) the relevant Cut-Off Date the CBC is entitled to any Pre-Transfer Proceeds from the Transferred Assets, as determined by the Servicer in the quarterly cash flow reports including, without limitation, interest, Prepayment Penalties and the repayment and prepayment of principal.
2.16 Any Pre-Transfer Proceeds shall be paid by or on behalf of the Transferor to the CBC on the first CBC Payment Date following the relevant Transfer Date by transferring the amount thereof to the CBC Account.
Appears in 1 contract
Samples: Guarantee Support Agreement
SALE AND PURCHASE OF ELIGIBLE ASSETS. 2.1 The Transferor may at any time offer for sale and transfer Eligible Assets to the CBC.
2.2 Furthermore, the Transferor Issuer will use its best efforts, upon request of the CBC, to offer to sell and transfer or procure that the other Transferors (if any) offer to sell sale and transferstransfer of, further Eligible Receivables Assets to the CBC, provided that the CBC shall only request a transfer of Eligible Receivables Assets if it (or the Administrator on its behalf) determines that the Asset Cover Test has been breached (or would be breached when at that moment the Asset Cover Test would be performed) under the Asset Monitoring Agreement. The Transferor Issuer will have the right to comply with this best efforts undertaking by it or the other Transferors (if any) offering to transfer (part of) such Eligible Receivables to the CBC.
2.3 The CBC shall accept each such offer to purchase Eligible Assets, subject to Clause 2.13 below, and provided that it has sufficient funds for such purpose.
2.4 The purchase price for Transferred Assets (the "Purchase Price") shall consist of an initial purchase price (the "Initial Purchase Price") and, only with respect to Mortgage Receivables, a deferred purchase price (the "Deferred Purchase Price").
2.5 The Initial Purchase Price for Mortgage Receivables purchased at each Transfer Date shall be equal to the aggregate Outstanding Principal Amount of the Mortgage Receivables on the relevant Cut-Off Date. A part of the relevant Initial Purchase Price equal to the aggregate Construction Deposits will be withheld by the CBC and will be credited to the Construction Account.
2.6 The Initial Purchase Price for Transferred Collateral at on each Transfer Date shall be equal to the aggregate Collateral Market Value of the Transferred Collateral on the Cut-Off Date.
2.7 Upon and subject to the terms of this Agreement, the relevant Initial Purchase Price, as referred to in Clause 2.5 and Clause 2.6 above shall be paid to the Transferor on the relevant Transfer Date by the CBC and the Transferor agrees that upon receipt of the relevant Initial Purchase Price the CBC will be discharged from the obligation to pay the relevant Initial Purchase Price to the Transferor, including any payments paid by means of set-off.
2.8 The Deferred Purchase Price shall be paid on each CBC Payment Date in Deferred Purchase Price Instalments, if any, by the CBC transferring the amount thereof, in same day funds to the bank account of the Transferor as indicated in writing to the CBC for the benefit of the Transferor. Upon receipt by the Transferor of a Deferred Purchase Price Instalment, the CBC will be discharged from the obligation to pay such Deferred Purchase Price Instalment.
2.9 The Deferred Purchase Price shall be equal to the sum of all Deferred Purchase Price Instalments.
2.10 To the extent possible under applicable law, Eligible Assets will be transferred to the CBC with all rights relating thereto, including, without limitation, all accessory rights (afhankelijke rechten) and all ancillary rights (nevenrechten), such as mortgage rights (rechten van hypotheek), rights of pledge (pandrechten) and, in respect of Eligible Receivables, and the interest rate reset rights (renteherzieningsrechten) provided in the Mortgage Conditions).
2.11 The transfer of Eligible Receivables and the Beneficiary Rights relating thereto shall be effected (i) by way of registration of a signed Deed of Sale, Assignment and Pledge with the Dutch tax authorities in accordance with article Article 3:94(3) of the Dutch Civil Code or (ii) by way of a notarial deed incorporating such Deed of Sale, Assignment and Pledge in accordance with article Article 3:94(3) of the Dutch Civil Code, and, as the case may be, any documents supplemental or incidental thereto. For this purpose, the Transferor shall on or prior to the relevant Transfer Date provide the CBC with a Deed of Sale, Assignment and Pledge substantially in the form set out in Schedule 2, duly executed and completed by or on behalf of the Transferor, the Security Trustee and the CBC, including a List of Mortgage Loans. The transfer shall be completed by offering by or on behalf of the Transferor, at its own cost and expense, the duly signed Deed of Sale, Assignment and Pledge on the relevant Transfer Date with the Dutch tax authorities for registration or to provide for such Deed of Sale, Assignment and Pledge to be incorporated in a notarial deed, as the case may be, evidence of which shall be sent to the CBC by the Transferor by no later than five (5) business days Business Days following the relevant Transfer Date.
2.12 The transfer of Eligible Collateral shall be effected by way of book-entry transfer (girale overboeking) to a bank account or securities account, as the case may be, designated for such purpose by the CBC.CBC.1
2.13 The sale and transfer of Eligible Assets will be subject to the condition that on the relevant Transfer Date:
(a) the Transferor will represent and warrant that the Transferor Warranties are true and correct in all material respects;
(b) the Transferor will, to the extent Eligible Receivables and the Beneficiary Rights relating thereto are sold, represent and warrant that the Mortgage Receivables Warranties are true and correct in all material respects in relation to the relevant Eligible Receivables and the Beneficiary Rights relating theretoRights;
(c) to the extent Eligible Collateral is sold, any further conditions are satisfied as the CBC and the Security Trustee may require, where applicable including a custody agreement on terms and conditions agreed with the Security Trustee;
(d) the Transaction Documents have been signed by the parties hereto in the Agreed Form;
(e) no Notification Event has occurred;
(f) the Subordinated Loan has been provided by the Subordinated Loan Provider; and
(g) there having been delivered duly signed corporate resolutions and authorisations (including all relevant powers of attorney) of the Transferor, the CBC and the Security Trustee authorising the sale and transfer and acceptance of the relevant Eligible Assets on the relevant Transfer Date and the signing of the Transaction Documents relating hereto.
1 To be confirmed.
2.14 On or prior to the relevant Transfer Date:
(a) the CBC shall sign the relevant Deed of Sale, Assignment and Pledge (substantially in the form of Schedule 2 hereto) in respect of Eligible Receivables;
(b) the transfer of Eligible Collateral shall be effected in accordance with Clause 2.12 above and the CBC shall designate a bank or securities account and such further deed shall be executed as required and customary to effect the sale and transfer of such Eligible Collateral;
(c) the Deed of Sale, Assignment and Pledge will be offered for registration with the Dutch tax authorities or be executed before a civil law notary;
(d) and as otherwise required under Clause 14 of the Servicing Agreement, the Transferor shall deposit with the Agent the relevant Escrow List of Loans notary in accordance with the Deposit Agreement; and
(e) the CBC will pay the Initial Purchase Price to the Transferor in accordance with Clause 2.7 hereof.
2.15 From (and including) the relevant Cut-Off Date the CBC is entitled to any Pre-Transfer Proceeds from the Transferred Assets, as determined by the Servicer in the quarterly cash flow reports including, without limitation, interest, Prepayment Penalties and the repayment and prepayment of principal.
2.16 Any Pre-Transfer Proceeds shall be paid by or on behalf of the Transferor to the CBC on the first CBC Payment Date following the relevant Transfer Date by transferring the amount thereof to the CBC Account.Article 3:94
Appears in 1 contract
Samples: Guarantee Support Agreement
SALE AND PURCHASE OF ELIGIBLE ASSETS. 2.1 The Transferor may at any time offer for sale and transfer Eligible Assets to the CBC.
2.2 Furthermore, the Transferor Issuer will use its best efforts, upon request of the CBC, to offer to sell and transfer or procure that the other Transferors (if any) offer to sell and transfers, further Eligible Receivables Assets to the CBC, provided that the CBC shall only request a transfer of Eligible Receivables Assets if it (or the Administrator on its behalf) determines that the Asset Cover Test has been breached (or would be breached when at that moment the Asset Cover Test would be performed) under the Asset Monitoring Agreement. The Transferor Issuer will have the right to comply with this best efforts undertaking by it or the other Transferors (if any) offering to transfer (part of) such Eligible Receivables to the CBC.
2.3 The CBC shall accept each such offer to purchase Eligible Assets, subject to Clause 2.13 below, and provided that it has sufficient funds for such purpose.
2.4 The purchase price for Transferred Assets (the "Purchase Price") shall consist of an initial purchase price (the "Initial Purchase Price") and, only with respect to Mortgage Receivables, a deferred purchase price (the "Deferred Purchase Price").
2.5 The Initial Purchase Price for Mortgage Receivables purchased at each Transfer Date shall be equal to the aggregate Outstanding Principal Amount of the Mortgage Receivables on the Cut-Off Date. A part of the relevant Initial Purchase Price equal to the aggregate Construction Deposits will be withheld by the CBC and will be credited to the Construction Account.
2.6 The Initial Purchase Price for Transferred Collateral at each Transfer Date shall be equal to the aggregate Collateral Market Value of the Transferred Collateral on the Cut-Off Date.
2.7 Upon and subject to the terms of this Agreement, the relevant Initial Purchase Price, as referred to in Clause 2.5 and Clause 2.6 above shall be paid to the Transferor on the relevant Transfer Date by the CBC and the Transferor agrees that upon receipt of the relevant Initial Purchase Price the CBC will be discharged from the obligation to pay the relevant Initial Purchase Price to the Transferor, including any payments paid by means of set-off.
2.8 The Deferred Purchase Price shall be paid on each CBC Payment Date in Deferred Purchase Price Instalments, if any, by the CBC transferring the amount thereof, in same day funds to the bank account of the Transferor as indicated in writing to the CBC for the benefit of the Transferor. Upon receipt by the Transferor of a Deferred Purchase Price Instalment, the CBC will be discharged from the obligation to pay such Deferred Purchase Price Instalment.
2.9 The Deferred Purchase Price shall be equal to the sum of all Deferred Purchase Price Instalments.
2.10 To the extent possible under applicable law, Eligible Assets will be transferred to the CBC with all rights relating thereto, including, without limitation, all accessory rights (afhankelijke rechten) and all ancillary rights (nevenrechten), such as mortgage rights (rechten van hypotheek), rights of pledge (pandrechten) and, in respect of Eligible Receivables, the interest rate reset rights (renteherzieningsrechten) provided in the Mortgage Conditions.
2.11 The transfer of Eligible Receivables and the Beneficiary Rights relating thereto shall be effected (i) by way of registration of a signed Deed of Sale, Assignment and Pledge with the Dutch tax authorities in accordance with article 3:94(3) of the Dutch Civil Code or (ii) by way of a notarial deed incorporating such Deed of Sale, Assignment and Pledge in accordance with article 3:94(3) of the Dutch Civil Code, and, as the case may be, any documents supplemental or incidental thereto. For this purpose, the Transferor shall on or prior to the relevant Transfer Date provide the CBC with a Deed of Sale, Assignment and Pledge substantially in the form set out in Schedule 2, duly executed and completed by or on behalf of the Transferor, including a List of Mortgage Loans. The transfer shall be completed by offering by or on behalf of the Transferor, at its own cost and expense, the signed Deed of Sale, Assignment and Pledge on the relevant Transfer Date with the Dutch tax authorities for registration or to provide for such Deed of Sale, Assignment and Pledge to be incorporated in a notarial deed, as the case may be, evidence of which shall be sent to the CBC by the Transferor by no later than five (5) business days Business Days following the relevant Transfer Date.
2.12 The transfer of Eligible Collateral shall be effected by way of book-entry transfer (girale overboeking) to a bank account or securities account, as the case may be, designated for such purpose by the CBC.
2.13 The sale and transfer of Eligible Assets will be subject to the condition that on the relevant Transfer Date:
(a) the Transferor will represent and warrant that the Transferor Warranties are true and correct in all material respects;
(b) the Transferor will, to the extent Eligible Receivables and the Beneficiary Rights relating thereto are sold, represent and warrant that the Mortgage Receivables Warranties are true and correct in all material respects in relation to the relevant Eligible Receivables and the Beneficiary Rights relating thereto;
(c) to the extent Eligible Collateral is sold, any further conditions are satisfied as the CBC and the Security Trustee may require, where applicable including a custody agreement on terms and conditions agreed with the Security Trustee;
(d) the Transaction Documents have been signed by the parties hereto in the Agreed Form;
(e) no Notification Event has occurred;
(; f) the Subordinated Loan has been provided by the Subordinated Loan Provider; and
(g) there having been delivered duly signed corporate resolutions and authorisations (including all relevant powers of attorney) of the Transferor, the CBC and the Security Trustee authorising the sale and transfer and acceptance of the relevant Eligible Assets on the relevant Transfer Date and the signing of the Transaction Documents relating hereto.
2.14 On or prior to the relevant Transfer Date:
(a) the CBC shall sign the relevant Deed of Sale, Assignment and Pledge (substantially in the form of Schedule 2 hereto) in respect of Eligible Receivables;
(b) the transfer of Eligible Collateral shall be effected in accordance with Clause 2.12 above and the CBC shall designate a bank or securities account and such further deed shall be executed as required and customary to effect the sale and transfer of such Eligible Collateral;
(c) the Deed of Sale, Assignment and Pledge will be offered for registration with the Dutch tax authorities or be executed before a civil law notary;
(d) and as otherwise required under Clause 14 of the Servicing Agreement, the Transferor shall deposit with the Agent the relevant Escrow List of Loans in accordance with the Deposit Agreement; and
(e) the CBC will pay the Initial Purchase Price to the Transferor in accordance with Clause 2.7 hereof.
2.15 From (and including) the relevant Cut-Off Date the CBC is entitled to any Pre-Transfer Proceeds from the Transferred Assets, as determined by the Servicer in the quarterly cash flow reports including, without limitation, interest, Prepayment Penalties and the repayment and prepayment of principal.
2.16 Any Pre-Transfer Proceeds shall be paid by or on behalf of the Transferor to the CBC on the first CBC Payment Date following the relevant Transfer Date by transferring the amount thereof to the CBC Account.
Appears in 1 contract
Samples: Guarantee Support Agreement
