Common use of Conditions of Issue Clause in Contracts

Conditions of Issue. First issue (a) a copy of the articles of association (statuten) of each of the Issuer and the CBC; (b) certified copies of any duly signed document, resolution and/or authorisation (including all relevant powers of attorney thereto) of the Transferor, the Issuer, the CBC and the Security Trustee evidencing that all necessary corporate action has been taken, including the approval of the entering into and the execution of this Agreement and the other Transaction Documents by, to the extent that they are a party thereto, the Transferor, the Issuer, the CBC and the Security Trustee, respectively, and of the first issue of Covered Bonds by the Issuer and the CBC, respectively; (c) if required by a Dealer, a certified list of the names, titles and specimen signatures of the persons authorised on behalf of the Issuer and the CBC in accordance with paragraph (b) above; (d) confirmation that one or more master Temporary Global Covered Bonds, Permanent Global Covered Bonds and Registered Covered Bonds Deeds (from which copies can be made for each particular issue of Covered Bonds), duly executed by a person or persons authorised to take action on behalf of the Issuer and the CBC as specified in paragraph (b) above, have been delivered to the Principal Paying Agent; (e) an executed copy of this Agreement and each other Transaction Document; (f) a final version of the Base Prospectus having been approved by the AFM; (g) if the Covered Bonds are intended to be admitted to listing, trading and/or quotation, an executed copy of the Listing Agreement and confirmation from the Listing Agent that Covered Bonds to be issued under the Programme will be listed on the relevant stock exchange; (h) legal opinions from NautaDutilh N.V. (as to Dutch law) and NautaDutilh N.V. (as to Dutch tax matters) in such form and with such contents as the Security Trustee, Coöperatieve Rabobank U.A. in its capacity as Dealer and Arranger, may reasonably require, having been rendered; (i) confirmation that Covered Bonds to be issued under the Programme on the first Issue Date will have a rating of 'AAA' by S&P; (j) in case of Global Covered Bonds in NGN form: (i) a copy of the agreement between the Issuer and the ICSDs with respect to the settlement in the ICSDs of Covered Bonds in NGN form; and (ii) if the Global Covered Bond in NGN form requires an ICSD to be Common Safekeeper, (a) an ICSD has been elected as Common Safekeeper and (b) a copy of the duly executed authorisation from the Issuer to the relevant ICSD acting as Common Safekeeper to effectuate the relevant Global Covered Bond; (k) an agreed upon procedures mortgage pool letter from an independent auditor of the Issuer or the CBC to be provided to the Arranger on or prior to the date of this Agreement, as the case may be, in such form and with such content as the Arranger may reasonably request; and (l) confirmation that the Issuer has applied to DNB for admission of its covered bonds to be issued under its Programme to the register maintained by DNB in accordance with the Wft and it has obtained the Regulated Status. Any Dealer must notify the Arranger and the Issuer within seven (7) business days of receipt of the documents and confirmations described above if, in its reasonable opinion, it considers any document or confirmation to be unsatisfactory and, in the absence of notification, each Dealer shall be deemed to consider such documents and confirmations to be satisfactory. The obligations of a Dealer under any agreement for the issue and purchase of Covered Bonds made under Clause 2 are conditional on: (a) there having been, as at the proposed Issue Date, no material adverse change from that set forth in the Base Prospectus (as supplemented or updated) in the consolidated condition (financial or otherwise) of the Issuer or in the unconsolidated condition (financial or otherwise) of the CBC nor the occurrence of any event making any of the representations and warranties contained in Clause 5 materially untrue or incorrect; (b) there being no outstanding breach of any of the material obligations of either the Issuer, the CBC or the Transferor under this Agreement, the other Transaction Documents or any Covered Bonds; (c) subject to Clause 14, the aggregate nominal amount of the Covered Bonds to be issued, when added to the aggregate nominal amount of all Covered Bonds outstanding on the proposed Issue Date (excluding for this purpose Covered Bonds due to be redeemed on the Issue Date) not exceeding EUR 5,000,000,000; (d) in the case of Covered Bonds which are intended to be listed, quoted and/or admitted to trading on or by a stock exchange, the relevant stock exchange having agreed to list, quote or admit to trading the Covered Bonds, subject only to the issue of the relevant Temporary Global Covered Bond or Permanent Global Covered Bond, as the case may be; (e) no meeting of Covered Bondholders (or any of them) to consider matters which may be considered to be material in the context of the issue of the Covered Bonds having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and the Issuer not being aware of any circumstances which are likely to lead to the convening of such a meeting; (f) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Covered Bonds and the CBC to guarantee the Covered Bonds on the proposed Issue Date and for the Issuer and the CBC to fulfil their obligations under the Covered Bonds and the Guarantee, respectively, and to fulfil their obligations under this Agreement and the other Transaction Documents and the Issuer and the CBC have delivered to the relevant Dealer, if so requested, copies of those resolutions, approvals or consents; (g) the forms of the Final Terms, the applicable Global Covered Bonds, Covered Bonds in definitive form, Coupons, Talons and/or Registered Covered Bonds Deeds (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the relevant Dealer, the Security Trustee, the Principal Paying Agent and, where applicable, the Registrar; (h) there having been, between the date of the relevant Covered Bond Purchase Agreement and the Issue Date no downgrading in the long term rating and/or short term rating of the Issuer by the Rating Agency; (i) the delivery of the Temporary Global Covered Bond and/or the Permanent Global Covered Bond to (i) the Common Safekeeper in case of Covered Bonds in NGN form, (ii) Euroclear Nederland or (iii) a (common) depository for Euroclear and/or Clearstream, Luxembourg or any other agreed clearing system or (iv) the relevant Covered Bondholder of the relevant Registered Covered Bonds Deeds, all as provided in the Agency Agreement; (j) if applicable, the CBC, the Security Trustee and the relevant Swap Counterparties on the proposed Issue Date entering into the relevant Swap Agreements in relation to the relevant Covered Bonds; (k) confirmation that the Covered Bonds to be issued under the Programme will be assigned a rating by the Rating Agency that provides ratings in respect of such Series of Covered Bonds which is at least equal to the ratings of the Covered Bonds issued and outstanding under the Programme; (l) confirmation from the Administrator that the Asset Cover Test will not be breached upon the issue of the applicable Covered Bonds; and (m) in case of NGN Global Covered Bonds: the relevant Dealer having received (in a form satisfactory to the relevant Dealer), if the NGN Global Covered Bond requires an ICSD to be Common Safekeeper, confirmation from the Issuer or the Principal Paying Agent that the Principal Paying Agent has elected and appointed an ICSD as Common Safekeeper in accordance with Clause 2.6 of the Agency Agreement. In the event that any of the above conditions is not satisfied, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under Clause 2.