Common use of SECURITY TRUSTEE PLEDGE NOTIFICATION EVENTS Clause in Contracts

SECURITY TRUSTEE PLEDGE NOTIFICATION EVENTS. 6.1 A Security Trustee Pledge Notification Event shall mean any event which is or may become (with the lapse of time and/or the giving of notice and/or the making of any determination) any of the following events: (a) a CBC Event of Default; or (b) any amount due to the Security Trustee under or in connection with any of the Secured Liabilities is not paid when due; or (c) the CBC fails to duly perform or comply with any of its obligations under this Agreement or under any other Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within 10 (ten) Business Days after notice thereof has been given by the Security Trustee to the CBC; or (d) any representation, warranty or statement made by the CBC in this Agreement or in any of the other Transaction Documents to which it is a party or in any notice or other document, certificate or statement delivered by it pursuant hereto or thereto proves to have been, and continues to be after the expiration of any applicable grace period provided for in any Transaction Document, untrue or incorrect in any material respect; or (e) the CBC takes any corporate action or other steps are taken or legal proceedings are started or threatened against it for its dissolution (ontbinding), liquidation (vereffening), legal merger (fusie) or legal demerger (juridische splitsing) or for its conversion (conversie) into a foreign legal entity; or (f) the CBC has taken any corporate action or any steps have been taken or legal proceedings have been instituted or threatened against it for its bankruptcy (faillissement) or for being granted a suspension of payments (surseance van betaling), or for becoming subject to any analogous insolvency proceedings under any applicable law or its assets are placed under administration (onder bewind gesteld) pursuant to such procedures; or (g) the CBC becomes involved in negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general composition (buitengerechtelijk akkoord) for the benefit of its creditors or becomes subject to statutory proceedings for the restructuring of its debts (akkoordprocedure); or (h) at any time it becomes unlawful for the CBC to perform any or all of its obligations hereunder or under any other Transaction Document to which it is a party in any material respect; or (i) a creditor of the CBC attaches, or takes possession of, all or any parts of the undertakings, assets, rights or revenues of the CBC and the same is not released or discharged within thirty (30) calendar days. 6.2 The CBC shall immediately notify the Security Trustee of the occurrence of a Security Trustee Pledge Notification Event. 6.3 Upon the occurrence of a Security Trustee Pledge Notification Event, unless the Security Trustee after having notified the Rating Agency, instructs the CBC otherwise: (i) the CBC or, at the Security Trustee's option, the Security Trustee shall notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified substantially in the agreed form and after consultation with the Issuer of (a) the assignment of the Mortgage Receivables and the Beneficiary Rights to the extent that such assignment has not already been notified pursuant to Clause 3 of the Guarantee Support Agreement and (b) the right of pledge of the Mortgage Receivables and the Beneficiary Rights, or at its option, the Security Trustee shall be entitled to make such notification itself; (ii) the CBC or, at the Security Trustee's option, the Security Trustee shall forthwith notify the Life Insurance Companies and any other relevant party indicated by the Security Trustee substantially in the agreed form and after consultation with the Issuer of (i) the assignment of the Beneficiary Rights to the extent that such assignment has not already been notified pursuant to Clause 3 of the Guarantee Support Agreement and (ii) the right of pledge of the Beneficiary Rights; and (iii) the CBC shall, if so requested by the Security Trustee, forthwith make the appropriate entries in the relevant mortgage registers with regard to the right of pledge of the Mortgage Receivables or, at its option, the Security Trustee shall be entitled to make such entries itself, for which entries the CBC herewith grants an irrevocable power of attorney to the Security Trustee. 6.4 All costs relating to the notifications and entries referred to in Clause 6.3 (i) and (ii) will be for the account of the CBC and all costs relating to the entries referred to in Clause 6.3 (iii) will be for the account of the Security Trustee.

Appears in 1 contract

Samples: Receivables Pledge Agreement

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SECURITY TRUSTEE PLEDGE NOTIFICATION EVENTS. 6.1 A Security Trustee Pledge Notification Event shall mean any event which is or may become (with the lapse of time and/or the giving of notice and/or the making of any determination) any of the following events: (a) a CBC Event of Default; or (b) any amount due to the Security Trustee under or in connection with any of the Security Trustee Secured Liabilities is not paid when due; or (c) the CBC fails to duly perform or comply with any of its obligations under this Agreement or under any other Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within 10 (ten) Business Days after notice thereof has been given by the Security Trustee to the CBC; or (d) any representation, warranty or statement made by the CBC in this Agreement or in any of the other Transaction Documents to which it is a party or in any notice or other document, certificate or statement delivered by it pursuant hereto or thereto proves to have been, and continues to be after the expiration of any applicable grace period provided for in any Transaction Document, untrue or incorrect in any material respect; or (e) the CBC takes any corporate action or other steps are taken or legal proceedings are started or threatened against it for its dissolution (ontbinding), liquidation (vereffening), legal merger (fusie) or legal demerger (juridische splitsing) or for its conversion (conversie) into a foreign legal entity; or (f) the CBC has taken any corporate action or any steps have been taken or legal proceedings have been instituted or threatened against it for its bankruptcy (faillissement) or for being granted a suspension of payments (surseance van betaling)payments, or for becoming subject to any analogous insolvency proceedings under any applicable law or its assets are placed under administration (onder bewind gesteld) pursuant to such procedures; or (g) the CBC becomes involved in negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general composition (buitengerechtelijk akkoord) for the benefit of its creditors or becomes subject to statutory proceedings for the restructuring of its debts (akkoordprocedure)creditors; or (h) at any time it becomes unlawful for the CBC to perform any or all of its obligations hereunder or under any other Transaction Document to which it is a party in any material respect; or (i) a creditor of the CBC attaches, or takes possession of, all or any parts of the undertakings, assets, rights or revenues of the CBC and the same is not released or discharged within thirty (30) calendar days. 6.2 The CBC shall immediately notify the Security Trustee of the occurrence of a Security Trustee Pledge Notification Event. 6.3 Upon the occurrence of a Security Trustee Pledge Notification Event, unless the Security Trustee after having notified the received Rating AgencyAgency Confirmation, instructs the CBC otherwise: (i) the CBC or, at the Security Trustee's option, the Security Trustee shall notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified substantially in the agreed form and after consultation with the Issuer of (a) the assignment of the Mortgage Receivables and the Beneficiary Rights relating thereto to the extent that such assignment has not already been notified pursuant to Clause 3 of the Guarantee Support Agreement and (b) the right of pledge of the Mortgage Receivables and the Beneficiary RightsRights relating thereto, or at its option, in accordance with the Security Trustee shall be entitled to make such form of the notification itselfletter attached hereto as Schedule 2; (ii) the CBC orCBC, or at the Security Trustee's option, the Security Trustee shall forthwith notify the relevant Life Insurance Companies and any other relevant party indicated by the Security Trustee substantially in the agreed form and after consultation with the Issuer of (i) the assignment of the Beneficiary Rights to the extent that such assignment has not already been notified pursuant to Clause 3 of the Guarantee Support Agreement and (ii) the right of pledge of on the Beneficiary Rights, in accordance with the form of letter to the Life Insurance Companies attached hereto as Schedule 1; and (iii) the CBC shall, if so requested by the Security Trustee, forthwith make the appropriate entries in the relevant mortgage registers with regard to the right of pledge of on the Mortgage Receivables or, at its option, the Security Trustee shall be entitled to make such entries itself, for which entries the CBC herewith grants an irrevocable power of attorney to the Security Trustee. 6.4 All costs relating to the notifications and entries referred to in Clause 6.3 (i) and (ii) will be for the account of the CBC and all costs relating to the entries referred to in Clause 6.3 (iii) will be for the account of the Security Trustee.

Appears in 1 contract

Samples: Security Trustee Receivables Pledge Agreement

SECURITY TRUSTEE PLEDGE NOTIFICATION EVENTS. 6.1 A Security Trustee Pledge Notification Event shall mean any event which is or may become (with the lapse of time and/or the giving of notice and/or the making of any determination) any of the following events: (a) a CBC Event of Default; or (b) any amount due to the Security Trustee under or in connection with any of the Security Trustee Secured Liabilities is not paid when due; or (c) the CBC fails to duly perform or comply with any of its obligations under this Agreement or under any other Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within 10 (ten) Business Days after notice thereof has been given by the Security Trustee to the CBC; or (d) any representation, warranty or statement made by the CBC in this Agreement or in any of the other Transaction Documents to which it is a party or in any notice or other document, certificate or statement delivered by it pursuant hereto or thereto proves to have been, and continues to be after the expiration of any applicable grace period provided for in any Transaction Document, untrue or incorrect in any material respect; or (e) the CBC takes any corporate action or other steps are taken or legal proceedings are started or threatened against it for its dissolution (ontbinding), liquidation (vereffening), legal merger (fusie) or legal demerger (juridische splitsing) or for its conversion (conversie) into a foreign legal entity; or (f) the CBC has taken any corporate action or any steps have been taken or legal proceedings have been instituted or threatened against it for its bankruptcy (faillissement) or for being granted a suspension of payments (surseance van betaling)payments, or for becoming subject to any analogous insolvency proceedings under any applicable law or its assets are placed under administration (onder bewind gesteld) pursuant to such procedures; or (g) the CBC becomes involved in negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general composition (buitengerechtelijk akkoord) for the benefit of its creditors or becomes subject to statutory proceedings for the restructuring of its debts (akkoordprocedure)creditors; or (h) at any time it becomes unlawful for the CBC to perform any or all of its obligations hereunder or under any other Transaction Document to which it is a party in any material respect; or (i) a creditor of the CBC attaches, or takes possession of, all or any parts of the undertakings, assets, rights or revenues of the CBC and the same is not released or discharged within thirty (30) calendar days. 6.2 The CBC shall immediately notify the Security Trustee of the occurrence of a Security Trustee Pledge Notification Event. 6.3 Upon the occurrence of a Security Trustee Pledge Notification Event, unless the Security Trustee after having notified the received Rating AgencyAgency Confirmation, instructs the CBC otherwise: (i) the CBC or, at the Security Trustee's option, the Security Trustee shall notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified substantially in the agreed form and after consultation with the Issuer of (a) the assignment of the Mortgage Receivables and the Beneficiary Rights relating thereto to the extent that such assignment has not already been notified pursuant to Clause 3 of the Guarantee Support Agreement and (b) the right of pledge of the Mortgage Receivables and the Beneficiary RightsRights relating thereto, or at its option, in accordance with the Security Trustee shall be entitled to make such form of the notification itselfletter attached hereto as Schedule 2; (ii) the CBC orCBC, or at the Security Trustee's option, the Security Trustee shall forthwith notify the Life relevant Insurance Companies and any other relevant party indicated by the Security Trustee substantially in the agreed form and after consultation with the Issuer of (i) the assignment of the Beneficiary Rights to the extent that such assignment has not already been notified pursuant to Clause 3 of the Guarantee Support Agreement and (ii) the right of pledge of on the Beneficiary Rights, in accordance with the form of letter to the Insurance Companies attached hereto as Schedule 1; and (iii) the CBC shall, if so requested by the Security Trustee, forthwith make the appropriate entries in the relevant mortgage registers with regard to the right of pledge of on the Mortgage Receivables or, at its option, the Security Trustee shall be entitled to make such entries itself, for which entries the CBC herewith grants an irrevocable power of attorney to the Security Trustee. 6.4 All costs relating to the notifications and entries referred to in Clause 6.3 (i) and (ii) will be for the account of the CBC and all costs relating to the entries referred to in Clause 6.3 (iii) will be for the account of the Security Trustee.

Appears in 1 contract

Samples: Security Trustee Receivables Pledge Agreement

SECURITY TRUSTEE PLEDGE NOTIFICATION EVENTS. 6.1 A Security Trustee Pledge Notification Event shall mean any event which is or may become (with the lapse of time and/or the giving of notice and/or the making of any determination) any of the following events: (a) a CBC Event of DefaultDefault occurs; or (b) any amount due to the Security Trustee under or in connection with any of the Security Trustee Secured Liabilities is not paid when due; or (c) the CBC fails duly to duly perform or comply with any of its obligations under this Agreement or under any other Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within 10 (ten) Business Days after notice thereof has been given by the Security Trustee to the CBC; or (d) any representation, warranty or statement made by the CBC in this Agreement or in any of the other Transaction Documents to which it is a party or in any notice or other document, certificate or statement delivered by it pursuant hereto or thereto proves to have been, and continues to be after the expiration of any applicable grace period provided for in any Transaction Document, untrue or incorrect in any material respect; or (e) the CBC takes any corporate action or other steps are taken or legal proceedings are started or threatened against it for its dissolution (ontbinding)dissolution, liquidation (vereffening)liquidation, legal merger (fusie) or legal demerger (juridische splitsing) or for its conversion (conversie) into a foreign legal entity; or (f) the CBC has taken any corporate action or any steps have been taken or legal proceedings have been instituted or threatened against it for its bankruptcy (faillissement) or for being granted a suspension of payments (surseance van betaling)payments, or for becoming subject to any analogous insolvency proceedings under any applicable law or its assets are placed under administration ("onder bewind gesteld") pursuant to such procedures; or (g) the CBC becomes involved in negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general composition (buitengerechtelijk "akkoord") for the benefit of its creditors or becomes subject to statutory proceedings for the restructuring of its debts (akkoordprocedure)creditors; or (h) at any time it becomes unlawful for the CBC to perform any or all of its obligations hereunder or under any other Transaction Document to which it is a party in any material respectparty; or (i) a creditor of the CBC attaches, or takes possession of, all or any parts of the undertakings, assets, rights or revenues of the CBC and the same is not released or discharged within thirty (30) calendar days. 6.2 The CBC shall immediately notify the Security Trustee of the occurrence of a Security Trustee Pledge Notification Event. 6.3 Upon the occurrence of a Security Trustee Pledge Notification Event, unless the Security Trustee after having notified the received Rating AgencyAgency Confirmation, instructs the CBC otherwise: (i) the CBC or, at the Security Trustee's option, the Security Trustee shall notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified substantially in the agreed form and after consultation with the Issuer of (a) the assignment of the Mortgage Receivables and the Beneficiary Rights relating thereto to the extent that such assignment has not already been notified pursuant to Clause 3 of the Guarantee Support Agreement and (b) the right of pledge of the Mortgage Receivables and the Beneficiary RightsRights relating thereto in accordance with the form of the notification letter attached hereto as Schedule 2 or, or at its option, the Security Trustee shall be entitled to make such notification notifications itself; (ii) the CBC orCBC, or at the Security Trustee's option, the Security Trustee shall forthwith notify the Life relevant Insurance Companies and any other relevant party indicated by the Security Trustee substantially in the agreed form and after consultation with the Issuer of (i) the assignment of the Beneficiary Rights to the extent that such assignment has not already been notified pursuant to Clause 3 of the Guarantee Support Agreement and (ii) the right of pledge of the Beneficiary Rights, in accordance with the form of letter to the Insurance Companies attached hereto as Schedule 2; and (iii) the CBC shall, if so requested by the Security Trustee, forthwith make the appropriate entries in the relevant mortgage registers with regard to the right of pledge of the Mortgage Receivables Receivables, or, at its option, the Security Trustee shall be entitled to make such entries itself, for which entries the CBC herewith grants an irrevocable power of attorney to the Security Trustee. 6.4 All costs relating to the notifications and entries referred to in Clause 6.3 (i) and (ii) will be for the account of the CBC and all costs relating to the entries referred to in Clause 6.3 (iii) will be for the account of the Security Trustee.

Appears in 1 contract

Samples: Security Trustee Receivables Pledge Agreement

SECURITY TRUSTEE PLEDGE NOTIFICATION EVENTS. 6.1 A Security Trustee Pledge Notification Event shall mean any event which is or may become (with the lapse of time and/or the giving of notice and/or the making of any determination) any of the following events: (a) a CBC Event of DefaultDefault occurs; or (b) any amount due to the Security Trustee under or in connection with any of the Security Trustee Secured Liabilities is not paid when due; or (c) the CBC fails duly to duly perform or comply with any of its obligations under this Agreement or under any other Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within 10 (ten) Business Days business days after notice no- xxxx thereof has been given by the Security Trustee to the CBC; or (d) any representation, warranty or statement made by the CBC in this Agreement or in any of the other Transaction Documents to which it is a party or in any notice or other document, certificate or statement state- ment delivered by it pursuant hereto or thereto proves to have been, and continues to be after the expiration of any applicable grace period pe- riod provided for in any Transaction Document, untrue or incorrect in any material respect; or (e) the CBC takes any corporate action or other steps are taken or legal proceedings are started or threatened against it for its dissolution (ontbinding)dissolution, liquidation (vereffening)liquidation, legal merger (fusie) or legal demerger (juridische splitsing) or for its the conversion (conversie) of the CBC into a foreign legal entity; or (f) the CBC has taken any corporate action or any steps have been taken or legal proceedings have been instituted or threatened against it for its bankruptcy (faillissement) or for being granted a suspension of payments (surseance van betaling)payments, or for becoming subject to any analogous insolvency proceedings under any applicable law or its assets are placed under administration ("onder bewind gesteld") pursuant to such proceduresproce- dures; or (g) the CBC becomes involved in negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling reschedul- ing of its indebtedness or makes a general composition (buitengerechtelijk "akkoord") for the benefit of its creditors or becomes subject to statutory proceedings for the restructuring of its debts (akkoordprocedure)creditors; or (h) at any time it becomes unlawful for the CBC to perform any or all of its obligations hereunder or under any other Transaction Document Docu- ment to which it is a party in any material respectparty; or (i) a creditor of the CBC attaches, or takes possession of, all or any parts of the undertakings, assets, rights or revenues of the CBC Issuer and the same is not released or discharged within thirty (30) calendar calen- dar days. 6.2 The CBC shall immediately notify the Security Trustee of the occurrence of a Security Trustee Pledge Notification Event. 6.3 Upon For so long as the occurrence Security Trustee has not made a written statement to the contrary, it shall refrain from exercising, from time to time, its right of pledge on the Security Trustee Pledged Rights vis-à-vis the Issuer, each of the Transferors, the Servicer, the Administrator, the Paying Agent, the Back-up Administrator, the Asset Monitor, any Swap Coun- terparty, the Savings Participants and the CBC Account Bank respective- ly to the extent necessary to enable any of the Transferors, the Servicer, the Administrator, the Paying Agent, the Back-up Administrator, the As- set Monitor, any Swap Counterparty, any of the Savings Participants and the CBC Account Bank respectively to honour the CBC's rights with re- spect to the Security Trustee Pledged Rights as if no right of pledge ex- isted and the Security Trustee consents to the collection by the CBC of the Security Trustee Pledged Rights as referred to in Article 3:246(4) of the Dutch Civil Code. If a Security Trustee Pledge Notification EventEvent oc- curs, unless the non-exercise of the right of pledge and the CBC's right to collect is withdrawn ("herroepen"), without any further action being required, and the Issuer, each of the Transferors, the Servicer, the Administrator, the Paying Agent, the Back-up Administrator, the Asset Monitor, any Swap Counterparty, any Savings Participant and the CBC Account Bank having knowledge of such a Security Trustee Pledge Notification Event or, after having notified been informed thereof, shall refrain from honouring the Rating Agency, instructs rights of the CBC otherwise: (i) on the CBC or, at the Security Trustee's option, the Security Trustee shall notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified substantially in the agreed form and after consultation with the Issuer ground of (a) the assignment of the Mortgage Receivables and the Beneficiary Rights to the extent that such assignment has not already been notified pursuant to Clause 3 of the Guarantee Support Agreement and (b) the right of pledge of the Mortgage Receivables and the Beneficiary Rights, or at its option, the Security Trustee shall be entitled to make such notification itself; (ii) the CBC or, at the Security Trustee's option, the Security Trustee shall forthwith notify the Life Insurance Companies and any other relevant party indicated by the Security Trustee substantially in the agreed form and after consultation with the Issuer of (i) the assignment of the Beneficiary Rights to the extent that such assignment has not already been notified pursuant to Clause 3 of the Guarantee Support Agreement and (ii) the right of pledge of the Beneficiary Rights; and (iii) the CBC shall, if so requested by the Security Trustee, forthwith make the appropriate entries in the relevant mortgage registers with regard to the right of pledge of the Mortgage Receivables or, at its option, the Security Trustee shall be entitled to make such entries itself, for which entries the CBC herewith grants an irrevocable power of attorney to the Security Trustee. 6.4 All costs relating to the notifications and entries referred to in Clause 6.3 (i) and (ii) will be for the account of the CBC and all costs relating to the entries referred to in Clause 6.3 (iii) will be for the account of the Security Trustee.

Appears in 1 contract

Samples: Security Trustee Rights Pledge Agreement

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SECURITY TRUSTEE PLEDGE NOTIFICATION EVENTS. 6.1 A Security Trustee Pledge Notification Event shall mean any event which is or may become (with the lapse of time and/or the giving of notice and/or the making of any determination) any of the following events: (a) a CBC Event of Default; or (b) any amount due to the Security Trustee under or in connection with any of the Security Trustee Secured Liabilities is not paid when due; or (c) the CBC fails to duly perform or comply with any of its obligations under this Agreement or under any other Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within 10 (ten) Business Days after notice thereof has been given by the Security Trustee to the CBC; or (d) any representation, warranty or statement made by the CBC in this Agreement or in any of the other Transaction Documents to which it is a party or in any notice or other document, certificate or statement delivered by it pursuant hereto or thereto proves to have been, and continues to be after the expiration of any applicable grace period provided for in any Transaction Document, untrue or incorrect in any material respect; or (e) the CBC takes any corporate action or other steps are taken or legal proceedings are started or threatened against it for its dissolution (ontbinding), liquidation (vereffening), legal merger (fusie) or legal demerger (juridische splitsing) or for its conversion (conversie) into a foreign legal entity; or (f) the CBC has taken any corporate action or any steps have been taken or legal proceedings have been instituted or threatened against it for its bankruptcy (faillissement) or for being granted a suspension of payments (surseance van betaling)payments, or for becoming subject to a scheme of arrangements or any analogous insolvency proceedings under any applicable law or its assets are placed under administration (onder bewind gesteld) pursuant to such procedures; or (g) the CBC becomes involved in negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general composition (buitengerechtelijk akkoord) for the benefit of its creditors or becomes subject to statutory proceedings for the restructuring of its debts (akkoordprocedure)creditors; or (h) at any time it becomes unlawful for the CBC to perform any or all of its obligations hereunder or under any other Transaction Document to which it is a party in any material respect; or (i) a creditor of the CBC attaches, or takes possession of, all or any parts of the undertakings, assets, rights or revenues of the CBC and the same is not released or discharged within thirty (30) calendar days. 6.2 The CBC shall immediately notify the Security Trustee of the occurrence of a Security Trustee Pledge Notification Event. 6.3 Upon the occurrence of a Security Trustee Pledge Notification Event, unless the Security Trustee after having notified the received Rating AgencyAgency Confirmation, instructs the CBC otherwise: (i) the CBC or, at the Security Trustee's option, the Security Trustee shall notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified substantially in the agreed form and after consultation with the Issuer of (a) the assignment of the Mortgage Receivables and the Beneficiary Rights relating thereto to the extent that such assignment has not already been notified pursuant to Clause 3 of the Guarantee Support Agreement and (b) the right of pledge of the Mortgage Receivables and the Beneficiary RightsRights relating thereto, or at its option, in accordance with the Security Trustee shall be entitled to make such form of the notification itselfletter attached hereto as Schedule 2; (ii) the CBC orCBC, or at the Security Trustee's option, the Security Trustee shall forthwith notify the Life relevant Insurance Companies and any other relevant party indicated by the Security Trustee substantially in the agreed form and after consultation with the Issuer of (i) the assignment of the Beneficiary Rights to the extent that such assignment has not already been notified pursuant to Clause 3 of the Guarantee Support Agreement and (ii) the right of pledge of on the Beneficiary Rights, in accordance with the form of letter to the Insurance Companies attached hereto as Schedule 1; and (iii) the CBC shall, if so requested by the Security Trustee, forthwith make the appropriate entries in the relevant mortgage registers with regard to the right of pledge of on the Mortgage Receivables or, at its option, the Security Trustee shall be entitled to make such entries itself, for which entries the CBC herewith grants an irrevocable power of attorney to the Security Trustee. 6.4 All costs relating to the notifications and entries referred to in Clause 6.3 (i) and (ii) will be for the account of the CBC and all costs relating to the entries referred to in Clause 6.3 (iii) will be for the account of the Security Trustee.

Appears in 1 contract

Samples: Receivables Pledge Agreement

SECURITY TRUSTEE PLEDGE NOTIFICATION EVENTS. 6.1 A Security Trustee Pledge Notification Event shall mean any event which is or may become (with the lapse of time and/or the giving of notice and/or the making of any determination) any of the following events: (a) a CBC Event of Default; or (b) any amount due to the Security Trustee under or in connection with any of the Security Trustee Secured Liabilities is not paid when due; or (c) the CBC fails to duly perform or comply with any of its obligations under this Agreement or under any other Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within 10 (ten) Business Days after notice thereof has been given by the Security Trustee to the CBC; or (d) any representation, warranty or statement made by the CBC in this Agreement or in any of the other Transaction Documents to which it is a party or in any notice or other document, certificate or statement delivered by it pursuant hereto or thereto proves to have been, and continues to be after the expiration of any applicable grace period provided for in any Transaction Document, untrue or incorrect in any material respect; or (e) the CBC takes any corporate action or other steps are taken or legal proceedings are started or threatened against it for its dissolution (ontbinding), liquidation (vereffening), legal merger (fusie) or legal demerger (juridische splitsing) or for its conversion (conversie) into a foreign legal entity; or (f) the CBC has taken any corporate action or any steps have been taken or legal proceedings have been instituted or threatened against it for its bankruptcy (faillissement) or for being granted a suspension of payments (surseance van betaling), or for becoming subject to any analogous insolvency proceedings under any applicable law or its assets are placed under administration (onder bewind gesteld) pursuant to such procedures; or (g) the CBC becomes involved in negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general composition (buitengerechtelijk akkoord) for the benefit of its creditors or becomes subject to statutory proceedings for the restructuring of its debts (akkoordprocedure); or (h) at any time it becomes unlawful for the CBC to perform any or all of its obligations hereunder or under any other Transaction Document to which it is a party in any material respect; or (i) a creditor of the CBC attaches, or takes possession of, all or any parts of the undertakings, assets, rights or revenues of the CBC and the same is not released or discharged within thirty (30) calendar days. 6.2 The CBC shall immediately notify the Security Trustee of the occurrence of a Security Trustee Pledge Notification Event. 6.3 Upon the occurrence of a Security Trustee Pledge Notification Event, unless the Security Trustee after having notified the Rating Agency, instructs the CBC otherwise: (i) the CBC or, at the Security Trustee's option, the Security Trustee shall notify or ensure that the relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified substantially in the agreed form and after consultation with the Issuer of (a) the assignment of the Mortgage Receivables and the Beneficiary Rights relating thereto to the extent that such assignment has not already been notified pursuant to Clause 3 of the Guarantee Support Agreement and (b) the right of pledge of the Mortgage Receivables and the Beneficiary RightsRights relating thereto, or at its option, substantially in accordance with the Security Trustee shall be entitled to make such form of the notification itselfletter attached hereto as Schedule 2; (ii) the CBC orCBC, or at the Security Trustee's option, the Security Trustee shall forthwith notify the relevant Life Insurance Companies and any other relevant party indicated by the Security Trustee substantially in the agreed form and after consultation with the Issuer of (i) the assignment of the Beneficiary Rights to the extent that such assignment has not already been notified pursuant to Clause 3 of the Guarantee Support Agreement and (ii) the right of pledge of on the Beneficiary Rights, substantially in accordance with the form of letter to the Life Insurance Companies attached hereto as Schedule 1; and (iii) the CBC shall, if so requested by the Security Trustee, forthwith make the appropriate entries in the relevant mortgage registers with regard to the right of pledge of on the Mortgage Receivables or, at its option, the Security Trustee shall be entitled to make such entries itself, for which entries the CBC herewith grants an irrevocable power of attorney to the Security Trustee. 6.4 All costs relating to the notifications and entries referred to in Clause 6.3 (i) and (ii) will be for the account of the CBC and all costs relating to the entries referred to in Clause 6.3 (iii) will be for the account of the Security Trustee.

Appears in 1 contract

Samples: Security Trustee Receivables Pledge Agreement

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