13.04.2013 Views

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

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

4. DESCRIPTION OF THE ISSUER AND OTHER ENTITIES PARTICIPATING IN THE<br />

ISSUANCE<br />

4.1 The Issuer<br />

Corporate purpose<br />

The Issuer shall have as its business purpose <strong>the</strong> carrying out <strong>of</strong> securitisation transactions within <strong>the</strong> meaning<br />

<strong>of</strong> <strong>the</strong> Securitisation Law, which shall apply to <strong>the</strong> Issuer. The Issuer may enter into any agreement and<br />

perform any action necessary or useful for <strong>the</strong> purpose <strong>of</strong> carrying out securitisation transactions, including,<br />

without limitation, disposing <strong>of</strong> its assets in accordance with <strong>the</strong> relevant agreements.<br />

The Issuer may only carry out <strong>the</strong> above activities if and to <strong>the</strong> extent that <strong>the</strong>y are compatible with <strong>the</strong><br />

Securitisation Law.<br />

Compartments<br />

The board <strong>of</strong> directors <strong>of</strong> <strong>the</strong> Issuer may, in accordance with <strong>the</strong> terms <strong>of</strong> <strong>the</strong> Securitisation Law, and in<br />

particular its article 5, create individual Compartments within <strong>the</strong> Issuer. Each Compartment shall correspond<br />

to a distinct part <strong>of</strong> <strong>the</strong> assets and liabilities in respect <strong>of</strong> <strong>the</strong> corresponding funding. The resolution<br />

<strong>of</strong> <strong>the</strong> board <strong>of</strong> directors creating one or more Compartments within <strong>the</strong> Issuer, as well as any subsequent<br />

amendments <strong>the</strong>reto, shall be binding as <strong>of</strong> <strong>the</strong> date <strong>of</strong> such resolutions against any third party.<br />

As between investors, each Compartment <strong>of</strong> <strong>the</strong> Issuer shall be treated as a separate entity. Rights <strong>of</strong> creditors<br />

and investors <strong>of</strong> <strong>the</strong> Issuer that (i) have been designated as relating to a Compartment, on <strong>the</strong> creation<br />

<strong>of</strong> a Compartment or (ii) have arisen in connection with <strong>the</strong> creation, <strong>the</strong> operation or <strong>the</strong> liquidation <strong>of</strong> a<br />

Compartment are strictly limited to <strong>the</strong> assets <strong>of</strong> that Compartment which shall be exclusively available to<br />

satisfy such creditors and investors. Creditors and investors <strong>of</strong> <strong>the</strong> Issuer whose rights are not related to a<br />

specific Compartment <strong>of</strong> <strong>the</strong> Issuer shall have no rights to <strong>the</strong> assets <strong>of</strong> any such Compartment.<br />

Unless o<strong>the</strong>rwise provided for in <strong>the</strong> resolution <strong>of</strong> <strong>the</strong> board <strong>of</strong> directors <strong>of</strong> <strong>the</strong> Issuer creating such Compartment,<br />

no resolution <strong>of</strong> <strong>the</strong> board <strong>of</strong> directors <strong>of</strong> <strong>the</strong> Issuer may amend <strong>the</strong> resolution creating such<br />

Compartment or to directly affect <strong>the</strong> rights <strong>of</strong> <strong>the</strong> creditors whose rights relate to such Compartment without<br />

<strong>the</strong> prior approval <strong>of</strong> <strong>the</strong> creditors whose rights relate to such Compartment. Any decision <strong>of</strong> <strong>the</strong> board<br />

<strong>of</strong> directors taken in breach <strong>of</strong> this provision shall be void.<br />

Without prejudice to what is stated in <strong>the</strong> precedent paragraph, each Compartment <strong>of</strong> <strong>the</strong> Issuer may be<br />

separately liquidated without such liquidation resulting in <strong>the</strong> liquidation <strong>of</strong> ano<strong>the</strong>r Compartment <strong>of</strong> <strong>the</strong><br />

Issuer or <strong>of</strong> <strong>the</strong> Issuer itself (but provided this shall take place subject to <strong>the</strong> authorisation <strong>of</strong> <strong>the</strong> shareholders<br />

in a shareholders meeting which may be required when <strong>the</strong> Articles <strong>of</strong> <strong>the</strong> Issuer are modified).<br />

The liabilities and obligations <strong>of</strong> <strong>the</strong> Issuer incurred or arising in connection with a Compartment and all matters<br />

connected <strong>the</strong>rewith will only be satisfied or discharged against <strong>the</strong> Compartment Assets. The Compartment<br />

Assets will be exclusively available to satisfy <strong>the</strong> rights <strong>of</strong> <strong>the</strong> Security Holders and <strong>the</strong> o<strong>the</strong>r creditors <strong>of</strong> <strong>the</strong><br />

Issuer in respect <strong>of</strong> <strong>the</strong> Securities and all matters connected <strong>the</strong>rewith, as provided <strong>the</strong>rein, and (subject to mandatory<br />

law) no o<strong>the</strong>r creditors <strong>of</strong> <strong>the</strong> Issuer will have any recourse against <strong>the</strong> Compartment Assets <strong>of</strong> <strong>the</strong> Issuer.<br />

The Issuer shall, from time to time, and in respect <strong>of</strong> each individual Compartment, (a) issue Securities and<br />

(b) purchase Compartment Assets (including, as <strong>the</strong> case may be, enter into Derivative Agreements. See<br />

more, 2.2 - The Compartment assets and and 2.5 General Description <strong>of</strong> <strong>the</strong> Main Compartment Assets<br />

and 2.6 Description <strong>of</strong> <strong>the</strong> Derivative Agreements) and, in so far as <strong>the</strong> above law permits, carry<br />

out any necessary or useful measures or transactions allowing it to fulfil such purposes.<br />

Issuer authorised by CSSF<br />

The Issuer is a securitisation company authorised and supervised by CSSF pursuant to <strong>the</strong> Securitisation<br />

Law. The Issuer is deemed to qualify as a securitisation company which will issue securities to <strong>the</strong> public<br />

on a continuous basis. According to CSSFs administrative practise, more than 3 issues per year, i.e. one<br />

issue per quarter is to be regarded as being on a continuous basis. The criterion <strong>of</strong> <strong>the</strong> public is fulfilled<br />

51

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!