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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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