I This document constitutes the base prospectus of ... - Volksbank AG
I This document constitutes the base prospectus of ... - Volksbank AG
I This document constitutes the base prospectus of ... - Volksbank AG
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Save as described above, <strong>the</strong> Pledgor shall not have <strong>the</strong> right to freely dispose <strong>of</strong> <strong>the</strong> Collateral during <strong>the</strong><br />
term <strong>of</strong> <strong>the</strong> Pledge Account and Custody Agreement.<br />
The Pledge Account and Custody Agreement will be entered into by LEVADE on behalf <strong>of</strong> all <strong>of</strong> its Compartments.<br />
The Pledge Account and Custody Agreement shall be governed by and construed in accordance with Luxembourg<br />
law with <strong>the</strong> courts <strong>of</strong> Luxembourg being designated as <strong>the</strong> competent courts, <strong>the</strong> place <strong>of</strong> performance<br />
being Luxembourg.<br />
Account and Main Compartment Asset Custody Agreement between LEVADE and BNY Luxembourg as <strong>the</strong><br />
Luxembourg Account Bank and Main Compartment Asset Custodian<br />
Pursuant to <strong>the</strong> terms <strong>of</strong> this agreement (<strong>the</strong> Account and Main Compartment Asset Custody Agreement),<br />
which will be entered in respect <strong>of</strong> each Compartment <strong>of</strong> <strong>the</strong> Issuer individually, LEVADE and BNY Luxembourg<br />
shall agree for:<br />
(i) BNY Luxembourg to establish and maintain <strong>the</strong> Compartment Account in <strong>the</strong> name <strong>of</strong> LEVADE<br />
from which and into sums accruing and owing in respect <strong>of</strong> <strong>the</strong> Main Compartment Assets shall be<br />
transferred. The Luxembourg Account Bank shall operate <strong>the</strong> Compartment Account in such a manner<br />
as to enable it to procure <strong>the</strong> performance by:<br />
(a) <strong>the</strong> Issuer <strong>of</strong> its payment obligations set out in <strong>the</strong> Account and Main Compartment Asset<br />
Custody Agreement and under <strong>the</strong> o<strong>the</strong>r Transaction Documents; and<br />
(b) LEVADE <strong>of</strong> <strong>the</strong> obligations on its part set out in <strong>the</strong> Conditions;<br />
(ii) Interest to accrue on <strong>the</strong> Compartment Account daily, commencing on <strong>the</strong> Closing Date, and to<br />
be credited to <strong>the</strong> Compartment Account monthly in arrears. The rate <strong>of</strong> interest payable on any balances<br />
standing from time to time to <strong>the</strong> credit <strong>of</strong> <strong>the</strong> Compartment Account shall be <strong>the</strong> rate to be<br />
agreed from time to time between <strong>the</strong> Issuer and <strong>the</strong> Luxembourg Account Bank (The Compartment<br />
Account shall not, however, have any overdraft facility); and for<br />
(iii) BNY Luxembourg to be appointed as <strong>the</strong> Main Compartment Asset Custodian to hold <strong>the</strong> Main<br />
Compartment Assets in custody for <strong>the</strong> benefit <strong>of</strong> and on behalf <strong>of</strong> LEVADE (<strong>the</strong> Main Compartment<br />
Asset Custody Account). Subject to <strong>the</strong> terms <strong>of</strong> <strong>the</strong> Account and Main Compartment Asset<br />
Custody Agreement, BNY as Main Compartment Asset Custodian will have <strong>the</strong> right delegate its duties<br />
in respect <strong>the</strong> safekeeping <strong>of</strong> <strong>the</strong> Main Compartment Assets to a Sub-Custodian (which is likely<br />
to be BNY London) but provided that (a) <strong>the</strong> Sub-Custodian would hold <strong>the</strong> Main Compartment Assets<br />
under <strong>the</strong> same terms as <strong>the</strong> Main Compartment Asset Custodian; (b) <strong>the</strong> duties delegated to any<br />
Sub-Custodian hereunder may not be sub-delegated without <strong>the</strong> prior written approval by <strong>the</strong> Issuer<br />
and <strong>the</strong> Cash Manager; and (c) <strong>the</strong> Issuer and <strong>the</strong> Cash Manager shall have <strong>the</strong> right to satisfy <strong>the</strong>mselves<br />
as to <strong>the</strong> appropriate nature <strong>of</strong> <strong>the</strong>ir rights in respect <strong>of</strong> any Securities held for <strong>the</strong> Issuer by any<br />
Sub-Custodian. In addition, BNY as Main Compartment Asset Custodian shall collect on behalf <strong>of</strong><br />
LEVADE and credit to <strong>the</strong> Compartment Account all such payments <strong>of</strong> interest, dividends, o<strong>the</strong>r remuneration,<br />
principal and o<strong>the</strong>r amounts as may from time to time accrue from <strong>the</strong> Main Compartment<br />
Assets.<br />
A term <strong>of</strong> <strong>the</strong> agreement will provide for <strong>the</strong> liability <strong>of</strong> LEVADE to be limited to <strong>the</strong> assets <strong>of</strong> <strong>the</strong> Compartment<br />
in respect <strong>of</strong> which <strong>the</strong> agreement will be concluded. In <strong>the</strong> case such Compartment Assets will not be<br />
sufficient to satisfy <strong>the</strong> claims <strong>of</strong> BNY Luxembourg under <strong>the</strong> agreement, no o<strong>the</strong>r assets or o<strong>the</strong>r Compartment<br />
Assets will be available for payment <strong>of</strong> shortfall and claims in respect <strong>of</strong> remaining shortfall will be<br />
extinguished.<br />
In addition to <strong>the</strong> above, LEVADE and BNY Luxembourg shall make certain representation and warranties to<br />
each o<strong>the</strong>r in respect <strong>of</strong> (but not limited to) <strong>the</strong>ir legal, financial and corporate status. Fur<strong>the</strong>rmore, <strong>the</strong> agree-<br />
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