NOTIFICATION TO BORROWERS. 9.1 If an Assignment Notification Event occurs, then the Originator shall, upon instruction of the CBC, unless otherwise instructed by the Security Trustee, forthwith: i. notify the Borrowers, Stichting WEW and any other relevant parties indicated by the CBC of the assignment of the CBC Receivables and the NHG Advance Rights and the pledge of the CBC Receivables or, at the option of the CBC, the CBC shall be entitled to make such notifications itself by sending a letter in the form agreed at such time between the Parties; and ii. if so requested by the CBC, forthwith make the appropriate entries in the Land Registry relating to the assignment of the CBC Receivables or, at the option of the CBC, the CBC shall make such entries itself, for which entries the Originator herewith grants an 50110000 Achmea Mortgage Label Platform Achmea Bank SB Master Purchase Agreement Execution copy irrevocable power of attorney to the CBC, to the extent required. 9.2 Only following an Assignment Notification Event, the CBC or the Security Trustee, as the case may be, shall be entitled to effect such notification to the Borrowers as set out in Clause 9.1(i) and entry as set out in Clause 9.1(ii). 9.3 Only following an Assignment Notification Event, the CBC shall be entitled to notify Stichting WEW and any other relevant party of the assignment of the NHG Advance Rights. 9.4 All costs relating to notification of the assignment as set out in this Clause 9 and all other requirements will be for the account of the CBC. 9.5 Upon notification to the Borrowers as provided for in this Clause 9, (i) the CBC shall in respect of the CBC Receivables not use the name "Achmea" and/or "Centraal Beheer Leef Hypotheek" without prior written approval of the Originator, unless the CBC refers to the "Achmea" and/or "Centraal Beheer Leef Hypotheek" for the sole purpose of identifying the Originator, or clarifying its role in relation to the assignment or pledge of the CBC Receivables after an Assignment Notification Event and not, for the avoidance of doubt, for any marketing or commercial purposes and (ii) the Security Trustee shall not use the name "Achmea" and/or "Centraal Beheer Leef Hypotheek", unless in case the Security Trustee makes a reference to the name "Achmea" and/or "Centraal Beheer Leef Hypotheek" and/or the Originator for the purpose of identifying the Originator, or clarifying that it is the pledgee of the CBC Receivables. 9.6 Subject to Clause 14, upon notification to the Borrowers as provided for in this Clause as a result of the occurrence of item (d) of Clause 14.2 of this Master Purchase Agreement after the date provided for in Clause 7.1, the Originator will continue to provide the Services or upon request of the CBC, the Originator shall request the Servicer(s) to provide the Services directly to the CBC on materially the same terms and conditions as the relevant Servicing Agreement, provided that: a. any of the CBC and Security Trustee, and no other party, is the entity entitled to collect (inningsbevoegd) the CBC Receivables; b. the Originator and the Servicer(s) are the sole parties which communicate with the Borrowers; c. in case of direct servicing by the Servicer(s) only, the relevant servicing agreement(s) will qualify as Transaction Document(s) and 50110000 Achmea Mortgage Label Platform Achmea Bank SB Master Purchase Agreement Execution copy the Servicer(s) will be Secured Creditor(s) under the Covered Bond Programme; and d. the Originator and the Collection Foundation (with the right of substitution to the Servicer(s)) have been given a power to collect the CBC Receivables and (i) the Borrowers are instructed to continue to pay into the Foundation Collection Account or (ii) if the Borrowers do not continue and are no longer obliged to pay into the Foundation Collection Account, the Originator has a power to dispose over the account into which the Borrowers pay. 9.7 Each of the CBC and the Security Trustee may at any time after notification to the Borrowers as provided for in Clause 9.1 hereof, terminate the Services by sending a notice to the Originator. In case the CBC or the Security Trustee terminates the performance of the Services by the Originator and the Services are not provided by the Servicers directly as provided for in Clause 9.6 hereof, this Master Purchase Agreement shall terminate pursuant to and in accordance with Clause 14.
Appears in 1 contract
Sources: Master Purchase Agreement
NOTIFICATION TO BORROWERS. 9.1 If 3.1 Prior to the occurrence of an Assignment Notification Event occurs(as set out in Clause 3.2 below) or (a) in case of Achmea Hypotheken Mortgage Receivables, then both an Assignment Notification Event and an Achmea Hypotheken Assignment Notification Event (as set out in Clause 3.3 below) or (b) in case of ASR Mortgage Receivables, both an Assignment Notification Event and the Originator relevant ASR Assignment Notification Event (as set out in Clause 3.4 below) neither the CBC nor the Security Trustee will give or require notification (i) to any Borrower of the assignment of the relevant Mortgage Receivable to the CBC or (ii) to each of the Insurance Companies of the assignment of the Beneficiary Rights to the CBC.
3.2 If,
(a) a default is made by the Transferor in the payment on the due date of any amount due and payable by it under this Agreement or under any other Transaction Document to which it is a party and such failure is not remedied within ten (10) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or
(b) the Transferor fails to duly perform or comply with any of its material obligations under any Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within twenty (20) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or
(c) the Transferor takes any corporate action or other steps are taken or legal proceedings are started or threatened against it (unless as a consequence of a merger) for its dissolution (ontbinding), liquidation (vereffening) or legal demerger (juridische splitsing) involving the Transferor or for its being converted in a foreign entity (omzetting), or its assets are placed under administration (onder bewind gesteld); or
(d) the Transferor has taken any corporate action or other steps are taken or legal proceedings are started or threatened against it for (i) its suspension of payments (surseance van betaling), (ii) its bankruptcy (faillissement), (iii) any analogous insolvency proceedings under any applicable law or (iv) the appointment of a liquidator, administrator or similar officer of it or of any or all of its assets; or
(e) a Notice to Pay is served on the CBC;
(f) an Issuer Acceleration Notice is served on the Issuer; or
(g) following a Security Trustee Pledge Notification Event, the Security Trustee has instructed the CBC to notify the relevant Borrowers subject to and in accordance with the Security Trustee Receivables Pledge Agreement, then, other than Achmea Hypotheken Mortgage Receivables or ASR Mortgage Receivables, the Transferor shall, upon instruction of the CBC, unless otherwise instructed by the Security TrusteeTrustee instructs it otherwise, forthwith:
i. notify or ensure that the Borrowers, Stichting WEW relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified of the assignment of the CBC relevant Mortgage Receivables in a form to be determined by the Issuer and the NHG Advance Rights and the pledge Security Trustee or, at its option, each of the CBC Receivables or, at and the option of the CBC, the CBC Security Trustee shall be entitled to make such notifications itself by sending a letter in itself; for the form agreed at such time between purpose of the Parties; andnotification of assignment of the relevant Mortgage Receivables to the Borrowers, the Transferor herewith grant an irrevocable power of attorney to each of the CBC and the Security Trustee;
ii. notify or ensure that the Insurance Companies are notified of the assignment of the Beneficiary Rights and use its best efforts to obtain the co-operation from the relevant Insurance Companies and all other relevant parties (a) (i) to waive its rights as first beneficiary under the relevant Insurance Policies (to the extent such rights have not been waived), (ii) to appoint as first beneficiary under the relevant Insurance Policies (to the extent such appointment is not already effective) (x) the CBC subject to the dissolving condition of the occurrence of a relevant Security Trustee Pledge Notification Event and (y) the Security Trustee under the condition precedent of the occurrence of a relevant Security Trustee Pledge Notification Event and (b) with respect to Insurance Policies whereby the initial appointment of the first beneficiary has remained in force as a result of the instructions of such beneficiary to the relevant Insurance Company to make any payments under the relevant Insurance Policy to the Transferor, to convert the instruction given to the Insurance Companies to pay the insurance proceeds under the relevant Insurance Policy in favour of the Transferor towards repayment of the Mortgage Receivables into such instruction in favour of (x) the CBC under the dissolving condition of the occurrence of a relevant Pledge Notification Event and (y) the Security Trustee under the condition precedent of the occurrence of a relevant Pledge Notification Event, for which notification, waiver, appointment and conversion the Transferor herewith grants an irrevocable power of attorney to the CBC and the Security Trustee;
iii. if so requested by the Security Trustee and/or the CBC, forthwith make the appropriate entries in the Land Registry relevant public registers (Dienst van het Kadaster en de Openbare Registers) relating to the assignment assignment(s) of the CBC Receivables orrelevant Mortgage Receivables, at the option also on behalf of the CBC, or as the case may be, the Security Trustee, or, at its option, the CBC or the Security Trustee shall be entitled to make such entries itself, for which entries the Originator Transferor herewith grants an 50110000 Achmea Mortgage Label Platform Achmea Bank SB Master Purchase Agreement Execution copy irrevocable power of attorney to the CBC and the Security Trustee; and iv. instruct Quion Services B.V. to release to the CBC and/or the Security Trustee the Escrow List of Loans with respect to the relevant Mortgage Receivables other than the Achmea Hypotheken Mortgage Receivables, and if Quion Services B.V. fails to release the Escrow List of Loans in such event, the Transferor will release such Escrow List of Loans with respect to the relevant Mortgage Receivables other than the Achmea Hypotheken Mortgage Receivables.
3.3 If both an Assignment Notification Event and an Achmea Hypotheken Assignment Notification Event occur or have occurred, then with respect to Achmea Hypotheken Mortgage Receivables only, the CBC, unless the Security Trustee instructs it otherwise, may instruct the Transferor and/or Achmea Hypotheken in accordance with the Achmea Hypotheken Master Purchase Agreement:
a. to forthwith notify Borrowers or ensure that Borrowers are forthwith notified of the assignment of the relevant Achmea Hypotheken Mortgage Receivables in a form to be determined by the Issuer and the Security Trustee or, at its option, each of the CBC and the Security Trustee shall be entitled to make such notifications itself; for the purpose of the notification of assignment of the relevant Achmea Hypotheken Mortgage Receivables, to the Borrowers, the Transferor herewith grants an irrevocable power of attorney to each of the CBC and the Security Trustee;
b. if so requested by the Security Trustee and/or the CBC, to forthwith make the extent required.
9.2 Only following an Assignment Notification Eventappropriate entries in the relevant public registers (Dienst van het Kadaster en de Openbare Registers) relating to the assignment(s) of the relevant Achmea Hypotheken Mortgage Receivables, also on behalf of the CBC, or as the case may be, the Security Trustee, or, at its option, the CBC or the Security Trustee shall be entitled to make such entries itself, for which entries the Transferor herewith grants an irrevocable power of attorney to the CBC and the Security Trustee; and
c. to instruct Quion Services B.V. to release to the CBC and/or the Security Trustee the Escrow List of Loans with respect to the relevant Achmea Hypotheken Mortgage Receivables.
3.4 If both an Assignment Notification Event and an ASR Assignment Notification Event occur or have occurred, then with respect to ASR Mortgage Receivables only, the CBC, unless the Security Trustee instructs it otherwise, may instruct the Transferor and/or ASR Leven in accordance with the ASR CBC Master Agreement:
a. to forthwith notify Borrowers or ensure that Borrowers are forthwith notified of the assignment of the relevant ASR Mortgage Receivables in a form to be determined by the Issuer and the Security Trustee or, at its option, each of the CBC and the Security Trustee shall be entitled to make such notifications itself; for the purpose of the notification of assignment of the relevant ASR Mortgage Receivables, to the Borrowers, the Transferor herewith grants an irrevocable power of attorney to each of the CBC and the Security Trustee;
b. if so requested by the Security Trustee and/or the CBC, to forthwith make the appropriate entries in the relevant public registers (Dienst van het Kadaster en de Openbare Registers) relating to the assignment(s) of the relevant ASR Mortgage Receivables, also on behalf of the CBC, or as the case may be, the Security Trustee, or, at its option, the CBC or the Security Trustee shall be entitled to effect make such notification entries itself, for which entries the Transferor herewith grants an irrevocable power of attorney to the Borrowers as set out in Clause 9.1(i) CBC and entry as set out in Clause 9.1(ii)the Security Trustee; and
c. to instruct ASR Leven to release to the CBC and/or the Security Trustee the Escrow List of Loans with respect to the relevant ASR Mortgage Receivables.
9.3 Only following an Assignment Notification Event, the CBC shall be entitled to notify Stichting WEW and any other relevant party of the assignment of the NHG Advance Rights.
9.4 3.5 All costs relating to notification the actions referred to in Clauses 3.2 (i) and (ii) and/or
3.3 (a) and 3.4
(a) will be for the account of the assignment as set out in this Clause 9 Transferor and all other requirements costs relating to the entries referred to in Clauses 3.2 (iii) and 3.3 (b) and 3.4 (b) will be for the account of the CBC.
9.5 Upon notification to the Borrowers as provided for in this Clause 9, (i) the CBC shall in respect of the CBC Receivables not use the name "Achmea" and/or "Centraal Beheer Leef Hypotheek" without prior written approval of the Originator, unless the CBC refers to the "Achmea" and/or "Centraal Beheer Leef Hypotheek" for the sole purpose of identifying the Originator, or clarifying its role in relation to the assignment or pledge of the CBC Receivables after an Assignment Notification Event and not, for the avoidance of doubt, for any marketing or commercial purposes and (ii) the Security Trustee shall not use the name "Achmea" and/or "Centraal Beheer Leef Hypotheek", unless in case the Security Trustee makes a reference to the name "Achmea" and/or "Centraal Beheer Leef Hypotheek" and/or the Originator for the purpose of identifying the Originator, or clarifying that it is the pledgee of the CBC Receivables.
9.6 Subject to Clause 14, upon notification to the Borrowers as provided for in this Clause as a result of the occurrence of item (d) of Clause 14.2 of this Master Purchase Agreement after the date provided for in Clause 7.1, the Originator will continue to provide the Services or upon request of the CBC, the Originator shall request the Servicer(s) to provide the Services directly to the CBC on materially the same terms and conditions as the relevant Servicing Agreement, provided that:
a. any of the CBC and Security Trustee, and no other party, is the entity entitled to collect (inningsbevoegd) the CBC Receivables;
b. the Originator and the Servicer(s) are the sole parties which communicate with the Borrowers;
c. in case of direct servicing by the Servicer(s) only, the relevant servicing agreement(s) will qualify as Transaction Document(s) and 50110000 Achmea Mortgage Label Platform Achmea Bank SB Master Purchase Agreement Execution copy the Servicer(s) will be Secured Creditor(s) under the Covered Bond Programme; and
d. the Originator and the Collection Foundation (with the right of substitution to the Servicer(s)) have been given a power to collect the CBC Receivables and (i) the Borrowers are instructed to continue to pay into the Foundation Collection Account or (ii) if the Borrowers do not continue and are no longer obliged to pay into the Foundation Collection Account, the Originator has a power to dispose over the account into which the Borrowers pay.
9.7 Each of the CBC and the Security Trustee may at any time after notification to the Borrowers as provided for in Clause 9.1 hereof, terminate the Services by sending a notice to the Originator. In case the CBC or the Security Trustee terminates the performance of the Services by the Originator and the Services are not provided by the Servicers directly as provided for in Clause 9.6 hereof, this Master Purchase Agreement shall terminate pursuant to and in accordance with Clause 14.
Appears in 1 contract
Sources: Guarantee Support Agreement
NOTIFICATION TO BORROWERS. 9.1 If 3.1 Prior to the occurrence of an Assignment Notification Event occurs(as set out in Clause 3.2 below) or, then in case of Achmea Hypotheken Mortgage Receivables, both an Assignment Notification Event and an Achmea Hypotheken Assignment Notification Event (as set out in Clause 3.3 below), neither the Originator CBC nor the Security Trustee will give or require notification (i) to any Borrower of the assignment of the relevant Mortgage Receivable to the CBC or (ii) to each of the Insurance Companies of the assignment of the Beneficiary Rights to the CBC.
3.2 If,
(a) a default is made by the Transferor in the payment on the due date of any amount due and payable by it under this Agreement or under any other Transaction Document to which it is a party and such failure is not remedied within ten (10) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or
(b) the Transferor fails to duly perform or comply with any of its material obligations under any Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within twenty (20) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or
(c) the Transferor takes any corporate action or other steps are taken or legal proceedings are started or threatened against it (unless as a consequence of a merger) for its dissolution (ontbinding), liquidation (vereffening) or legal demerger (juridische splitsing) involving the Transferor or for its being converted in a foreign entity, or its assets are placed under administration (onder bewind gesteld); or
(d) the Transferor has taken any corporate action or other steps are taken or legal proceedings are started or threatened against it for (i) its suspension of payments (surseance van betaling), (ii) its bankruptcy (faillissement), (iii) any analogous insolvency proceedings under any applicable law or (iv) the appointment of a liquidator, administrator or similar officer of it or of any or all of its assets; or
(e) a Notice to Pay is served on the CBC;
(f) an Issuer Acceleration Notice is served on the Issuer; or
(g) following a Security Trustee Pledge Notification Event, the Security Trustee has instructed the CBC to notify the relevant Borrowers subject to and in accordance with the Security Trustee Receivables Pledge Agreement, then, other than Achmea Hypotheken Mortgage Receivables, the Transferor shall, upon instruction of the CBC, unless otherwise instructed by the Security TrusteeTrustee instructs it otherwise, forthwith:
i. notify or ensure that the Borrowers, Stichting WEW relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified of the assignment of the CBC relevant Mortgage Receivables in a form to be determined by the Issuer and the NHG Advance Rights and the pledge Security Trustee or, at its option, each of the CBC Receivables or, at and the option of the CBC, the CBC Security Trustee shall be entitled to make such notifications itself by sending a letter in itself; for the form agreed at such time between purpose of the Parties; and
ii. if so requested by the CBC, forthwith make the appropriate entries in the Land Registry relating to the notification of assignment of the CBC relevant Mortgage Receivables or, at to the option of the CBCBorrowers, the CBC shall make such entries itself, for which entries the Originator Transferor herewith grants grant an 50110000 Achmea Mortgage Label Platform Achmea Bank SB Master Purchase Agreement Execution copy irrevocable power of attorney to the CBC, to the extent required.
9.2 Only following an Assignment Notification Event, the CBC or the Security Trustee, as the case may be, shall be entitled to effect such notification to the Borrowers as set out in Clause 9.1(i) and entry as set out in Clause 9.1(ii).
9.3 Only following an Assignment Notification Event, the CBC shall be entitled to notify Stichting WEW and any other relevant party of the assignment of the NHG Advance Rights.
9.4 All costs relating to notification of the assignment as set out in this Clause 9 and all other requirements will be for the account of the CBC.
9.5 Upon notification to the Borrowers as provided for in this Clause 9, (i) the CBC shall in respect of the CBC Receivables not use the name "Achmea" and/or "Centraal Beheer Leef Hypotheek" without prior written approval of the Originator, unless the CBC refers to the "Achmea" and/or "Centraal Beheer Leef Hypotheek" for the sole purpose of identifying the Originator, or clarifying its role in relation to the assignment or pledge of the CBC Receivables after an Assignment Notification Event and not, for the avoidance of doubt, for any marketing or commercial purposes and (ii) the Security Trustee shall not use the name "Achmea" and/or "Centraal Beheer Leef Hypotheek", unless in case the Security Trustee makes a reference to the name "Achmea" and/or "Centraal Beheer Leef Hypotheek" and/or the Originator for the purpose of identifying the Originator, or clarifying that it is the pledgee of the CBC Receivables.
9.6 Subject to Clause 14, upon notification to the Borrowers as provided for in this Clause as a result of the occurrence of item (d) of Clause 14.2 of this Master Purchase Agreement after the date provided for in Clause 7.1, the Originator will continue to provide the Services or upon request of the CBC, the Originator shall request the Servicer(s) to provide the Services directly to the CBC on materially the same terms and conditions as the relevant Servicing Agreement, provided that:
a. any of the CBC and Security Trustee, and no other party, is the entity entitled to collect (inningsbevoegd) the CBC Receivables;
b. the Originator and the Servicer(s) are the sole parties which communicate with the Borrowers;
c. in case of direct servicing by the Servicer(s) only, the relevant servicing agreement(s) will qualify as Transaction Document(s) and 50110000 Achmea Mortgage Label Platform Achmea Bank SB Master Purchase Agreement Execution copy the Servicer(s) will be Secured Creditor(s) under the Covered Bond Programme; and
d. the Originator and the Collection Foundation (with the right of substitution to the Servicer(s)) have been given a power to collect the CBC Receivables and (i) the Borrowers are instructed to continue to pay into the Foundation Collection Account or (ii) if the Borrowers do not continue and are no longer obliged to pay into the Foundation Collection Account, the Originator has a power to dispose over the account into which the Borrowers pay.
9.7 Each each of the CBC and the Security Trustee may at any time after notification Trustee;
ii. notify or ensure that the Insurance Companies are notified of the assignment of the Beneficiary Rights and use its best efforts to obtain the co-operation from the relevant Insurance Companies and all other relevant parties (a) (i) to waive its rights as first beneficiary under the relevant Insurance Policies (to the Borrowers extent such rights have not been waived), (ii) to appoint as provided for in Clause 9.1 hereof, terminate first beneficiary under the Services by sending a notice relevant Insurance Policies (to the Originator. In case the CBC or the Security Trustee terminates the performance of the Services by the Originator and the Services are extent such appointment is not provided by the Servicers directly as provided for in Clause 9.6 hereof, this Master Purchase Agreement shall terminate pursuant to and in accordance with Clause 14.already
Appears in 1 contract
Sources: Guarantee Support Agreement
NOTIFICATION TO BORROWERS. 9.1 If 3.1 Prior to the occurrence of an Assignment Notification Event occurs(as set out in Clause 3.2 below) or, then in case of Achmea Hypotheken Mortgage Receivables, both an Assignment Notification Event and an Achmea Hypotheken Assignment Notification Event (as set out in Clause 3.3 below), neither the Originator CBC nor the Security Trustee will give or require notification (i) to any Borrower of the assignment of the relevant Mortgage Receivable to the CBC or (ii) to each of the Insurance Companies of the assignment of the Beneficiary Rights to the CBC.
3.2 If,
(a) a default is made by the Transferor in the payment on the due date of any amount due and payable by it under this Agreement or under any other Transaction Document to which it is a party and such failure is not remedied within ten (10) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or
(b) the Transferor fails to duly perform or comply with any of its material obligations under any Transaction Document to which it is a party and, if such failure is capable of being remedied, such failure is not remedied within twenty (20) Business Days after notice thereof has been given by the CBC or the Security Trustee to the Transferor; or
(c) the Transferor takes any corporate action or other steps are taken or legal proceedings are started or threatened against it (unless as a consequence of a merger) for its dissolution (ontbinding), liquidation (vereffening) or legal demerger (juridische splitsing) involving the Transferor or for its being converted in a foreign entity (omzetting), or its assets are placed under administration (onder bewind gesteld); or
(d) the Transferor has taken any corporate action or other steps are taken or legal proceedings are started or threatened against it for (i) its suspension of payments (surseance van betaling), (ii) its bankruptcy (faillissement), (iii) any analogous insolvency proceedings under any applicable law or (iv) the appointment of a liquidator, administrator or similar officer of it or of any or all of its assets; or
(e) a Notice to Pay is served on the CBC;
(f) an Issuer Acceleration Notice is served on the Issuer; or
(g) following a Security Trustee Pledge Notification Event, the Security Trustee has instructed the CBC to notify the relevant Borrowers subject to and in accordance with the Security Trustee Receivables Pledge Agreement, then, other than Achmea Hypotheken Mortgage Receivables, the Transferor shall, upon instruction of the CBC, unless otherwise instructed by the Security TrusteeTrustee instructs it otherwise, forthwith:
i. notify or ensure that the Borrowers, Stichting WEW relevant Borrowers and any other relevant parties indicated by the CBC and/or the Security Trustee are forthwith notified of the assignment of the CBC relevant Mortgage Receivables in a form to be determined by the Issuer and the NHG Advance Rights and the pledge Security Trustee or, at its option, each of the CBC Receivables or, at and the option of the CBC, the CBC Security Trustee shall be entitled to make such notifications itself by sending a letter in itself; for the form agreed at such time between purpose of the Parties; andnotification of assignment of the relevant Mortgage Receivables to the Borrowers, the Transferor herewith grant an irrevocable power of attorney to each of the CBC and the Security Trustee;
ii. notify or ensure that the Insurance Companies are notified of the assignment of the Beneficiary Rights and use its best efforts to obtain the co-operation from the relevant Insurance Companies and all other relevant parties (a) (i) to waive its rights as first beneficiary under the relevant Insurance Policies (to the extent such rights have not been waived), (ii) to appoint as first beneficiary under the relevant Insurance Policies (to the extent such appointment is not already effective) (x) the CBC subject to the dissolving condition of the occurrence of a relevant Security Trustee Pledge Notification Event and (y) the Security Trustee under the condition precedent of the occurrence of a relevant Security Trustee Pledge Notification Event and (b) with respect to Insurance Policies whereby the initial appointment of the first beneficiary has remained in force as a result of the instructions of such beneficiary to the relevant Insurance Company to make any payments under the relevant Insurance Policy to the Transferor, to convert the instruction given to the Insurance Companies to pay the insurance proceeds under the relevant Insurance Policy in favour of the Transferor towards repayment of the Mortgage Receivables into such instruction in favour of (x) the CBC under the dissolving condition of the occurrence of a relevant Pledge Notification Event and (y) the Security Trustee under the condition precedent of the occurrence of a relevant Pledge Notification Event, for which notification, waiver, appointment and conversion the Transferor herewith grants an irrevocable power of attorney to the CBC and the Security Trustee;
iii. if so requested by the Security Trustee and/or the CBC, forthwith make the appropriate entries in the Land Registry relevant public registers (Dienst van het Kadaster en de Openbare Registers) relating to the assignment assignment(s) of the CBC Receivables orrelevant Mortgage Receivables, at the option also on behalf of the CBC, or as the case may be, the Security Trustee, or, at its option, the CBC or the Security Trustee shall be entitled to make such entries itself, for which entries the Originator Transferor herewith grants an 50110000 Achmea Mortgage Label Platform Achmea Bank SB Master Purchase Agreement Execution copy irrevocable power of attorney to the CBC and the Security Trustee; and iv. instruct Quion Services B.V. to release to the CBC and/or the Security Trustee the Escrow List of Loans with respect to the relevant Mortgage Receivables other than the Achmea Hypotheken Mortgage Receivables, and if Quion Services B.V. fails to release the Escrow List of Loans in such event, the Transferor will release such Escrow List of Loans with respect to the relevant Mortgage Receivables other than the Achmea Hypotheken Mortgage Receivables.
3.3 If both an Assignment Notification Event and an Achmea Hypotheken Assignment Notification Event occur or have occurred, then with respect to Achmea Hypotheken Mortgage Receivables only, the CBC, unless the Security Trustee instructs it otherwise, may instruct the Transferor and/or Achmea Hypotheken in accordance with the CBC Master Purchase Agreement:
a. to forthwith notify Borrowers or ensure that Borrowers are forthwith notified of the assignment of the relevant Achmea Hypotheken Mortgage Receivables in a form to be determined by the Issuer and the Security Trustee or, at its option, each of the CBC and the Security Trustee shall be entitled to make such notifications itself; for the purpose of the notification of assignment of the relevant Achmea Hypotheken Mortgage Receivables, to the Borrowers, the Transferor herewith grants an irrevocable power of attorney to each of the CBC and the Security Trustee;
b. if so requested by the Security Trustee and/or the CBC, to forthwith make the extent required.
9.2 Only following an Assignment Notification Eventappropriate entries in the relevant public registers (Dienst van het Kadaster en de Openbare Registers) relating to the assignment(s) of the relevant Achmea Hypotheken Mortgage Receivables, also on behalf of the CBC, or as the case may be, the Security Trustee, or, at its option, the CBC or the Security Trustee, as the case may be, Trustee shall be entitled to effect make such notification entries itself, for which entries the Transferor herewith grants an irrevocable power of attorney to the Borrowers as set out in Clause 9.1(i) CBC and entry as set out in Clause 9.1(ii)the Security Trustee; and
c. to instruct Quion Services B.V. to release to the CBC and/or the Security Trustee the Escrow List of Loans with respect to the relevant Achmea Hypotheken Mortgage Receivables.
9.3 Only following an Assignment Notification Event, the CBC shall be entitled to notify Stichting WEW and any other relevant party of the assignment of the NHG Advance Rights.
9.4 3.4 All costs relating to notification the actions referred to in Clauses 3.2 (i) and (ii) and/or
(a) will be for the account of the assignment as set out in this Clause 9 Transferor and all other requirements costs relating to the entries referred to in Clauses 3.2 (iii) and 3.3 (b) will be for the account of the CBC.
9.5 Upon notification to the Borrowers as provided for in this Clause 9, (i) the CBC shall in respect of the CBC Receivables not use the name "Achmea" and/or "Centraal Beheer Leef Hypotheek" without prior written approval of the Originator, unless the CBC refers to the "Achmea" and/or "Centraal Beheer Leef Hypotheek" for the sole purpose of identifying the Originator, or clarifying its role in relation to the assignment or pledge of the CBC Receivables after an Assignment Notification Event and not, for the avoidance of doubt, for any marketing or commercial purposes and (ii) the Security Trustee shall not use the name "Achmea" and/or "Centraal Beheer Leef Hypotheek", unless in case the Security Trustee makes a reference to the name "Achmea" and/or "Centraal Beheer Leef Hypotheek" and/or the Originator for the purpose of identifying the Originator, or clarifying that it is the pledgee of the CBC Receivables.
9.6 Subject to Clause 14, upon notification to the Borrowers as provided for in this Clause as a result of the occurrence of item (d) of Clause 14.2 of this Master Purchase Agreement after the date provided for in Clause 7.1, the Originator will continue to provide the Services or upon request of the CBC, the Originator shall request the Servicer(s) to provide the Services directly to the CBC on materially the same terms and conditions as the relevant Servicing Agreement, provided that:
a. any of the CBC and Security Trustee, and no other party, is the entity entitled to collect (inningsbevoegd) the CBC Receivables;
b. the Originator and the Servicer(s) are the sole parties which communicate with the Borrowers;
c. in case of direct servicing by the Servicer(s) only, the relevant servicing agreement(s) will qualify as Transaction Document(s) and 50110000 Achmea Mortgage Label Platform Achmea Bank SB Master Purchase Agreement Execution copy the Servicer(s) will be Secured Creditor(s) under the Covered Bond Programme; and
d. the Originator and the Collection Foundation (with the right of substitution to the Servicer(s)) have been given a power to collect the CBC Receivables and (i) the Borrowers are instructed to continue to pay into the Foundation Collection Account or (ii) if the Borrowers do not continue and are no longer obliged to pay into the Foundation Collection Account, the Originator has a power to dispose over the account into which the Borrowers pay.
9.7 Each of the CBC and the Security Trustee may at any time after notification to the Borrowers as provided for in Clause 9.1 hereof, terminate the Services by sending a notice to the Originator. In case the CBC or the Security Trustee terminates the performance of the Services by the Originator and the Services are not provided by the Servicers directly as provided for in Clause 9.6 hereof, this Master Purchase Agreement shall terminate pursuant to and in accordance with Clause 14.
Appears in 1 contract
Sources: Guarantee Support Agreement
NOTIFICATION TO BORROWERS. 9.1
10.1 If an Assignment Notification Event occurs, then the Originator shall, upon instruction of the CBC, unless otherwise instructed by the Security Trustee, forthwith:forthwith:
i. notify the Borrowers, Stichting WEW and any other relevant parties indicated by the CBC of the assignment of the CBC Receivables and the NHG Advance Rights and the pledge of the CBC Receivables or, at the option of the CBC, the CBC shall be entitled to make such notifications itself by sending a letter in the form agreed at such time between the Parties; andand
ii. if so requested by the CBC, forthwith make the appropriate entries in the Land Registry relating to the assignment of the CBC Receivables or, at the option of the CBC, the CBC shall make such entries itself, for which entries the Originator herewith grants an 50110000 Achmea Mortgage Label Platform Achmea Bank SB Master Purchase Agreement Execution copy irrevocable power of attorney to the CBC, to the extent required.required.
9.2 10.2 Only following an Assignment Notification Event, the CBC or the Security Trustee, as the case may be, shall be entitled to effect such notification to the Borrowers as set out in Clause 9.1(i10.1(i) and entry as set out in Clause 9.1(ii10.1(ii).
9.3 10.3 Only following an Assignment Notification Event, the CBC shall be entitled to notify Stichting WEW and any other relevant party of the assignment of the NHG Advance Rights.
9.4 10.4 All costs relating to notification of the assignment as set out in this Clause 9 10 and all other requirements will be for the account of the CBC.
9.5 10.5 Upon notification to the Borrowers as provided for in this Clause 910, (i) the CBC shall in respect of the CBC Receivables not use the name "Achmea" and/or "Centraal Beheer Leef Hypotheek" without prior written approval of the OriginatorPlatform Manager, unless the CBC refers to the "Achmea" and/or "Centraal Beheer Leef Hypotheek" for the sole purpose of identifying the Originator, or clarifying its role in relation to the assignment or pledge of the CBC Receivables after an Assignment Notification Event and not, for the avoidance of doubt, for any marketing or commercial purposes and (ii) the Security Trustee shall not use the name "Achmea" and/or "Centraal Beheer Leef Hypotheek", unless in case the Security Trustee makes a reference to the name "Achmea" and/or "Centraal Beheer Leef Hypotheek" and/or the Originator for the purpose of identifying the Originator, or clarifying that it is the pledgee of the CBC Receivables.
9.6 Subject to Clause 14, upon notification to the Borrowers as provided for in this Clause as a result of the occurrence of item (d) of Clause 14.2 of this Master Purchase Agreement after the date provided for in Clause 7.1, the Originator will continue to provide the Services or upon request of the CBC, the Originator shall request the Servicer(s) to provide the Services directly to the CBC on materially the same terms and conditions as the relevant Servicing Agreement, provided that:
a. any of the CBC and Security Trustee, and no other party, is the entity entitled to collect (inningsbevoegd) the CBC Receivables;
b. the Originator and the Servicer(s) are the sole parties which communicate with the Borrowers;
c. in case of direct servicing by the Servicer(s) only, the relevant servicing agreement(s) will qualify as Transaction Document(s) and 50110000 53103452 Achmea Mortgage Label Investment Platform Achmea Bank A&R SB Master Purchase Agreement Execution copy the Servicer(s) will be Secured Creditor(s) under the Covered Bond Programme; and
d. the Originator and the Collection Foundation (with the right of substitution to the Servicer(s)) have been given a power to collect the CBC Receivables and (i) the Borrowers are instructed to continue to pay into the Foundation Collection Account or (ii) if the Borrowers do not continue and are no longer obliged to pay into the Foundation Collection Account, the Originator has a power to dispose over the account into which the Borrowers pay.
9.7 Each of the CBC and the Security Trustee may at any time after notification to the Borrowers as provided for in Clause 9.1 hereof, terminate the Services by sending a notice to the Originator. In case the CBC or the Security Trustee terminates the performance of the Services by the Originator and the Services are not provided by the Servicers directly as provided for in Clause 9.6 hereof, this Master Purchase Agreement shall terminate pursuant to and in accordance with Clause 14.copy
Appears in 1 contract
Sources: Master Purchase Agreement
NOTIFICATION TO BORROWERS. 9.1
10.1 If an Assignment Notification Event occurs, then the Originator shall, upon instruction of the CBC, unless otherwise instructed by the Security Trustee, forthwith:forthwith:
i. notify the Borrowers, Stichting WEW and any other relevant parties indicated by the CBC of the assignment of the CBC Receivables and the NHG Advance Rights and the pledge of the CBC Receivables or, at the option of the CBC, the CBC shall be entitled to make such notifications itself by sending a letter in the form agreed at such time between the Parties; andand
ii. if so requested by the CBC, forthwith make the appropriate entries in the Land Registry relating to the assignment of the CBC Receivables or, at the option of the CBC, the CBC shall make such entries itself, for which entries the Originator herewith grants an 50110000 Achmea Mortgage Label Platform Achmea Bank SB Master Purchase Agreement Execution copy irrevocable power of attorney to the CBC, to the extent required.required.
9.2 10.2 Only following an Assignment Notification Event, the CBC or the Security Trustee, as the case may be, shall be entitled to effect such notification to the Borrowers as set out in Clause 9.1(i10.1(i) and entry as set out in Clause 9.1(ii10.1(ii).
9.3 10.3 Only following an Assignment Notification Event, the CBC shall be entitled to notify Stichting WEW and any other relevant party of the assignment of the NHG Advance Rights.
9.4 10.4 All costs relating to notification of the assignment as set out in this Clause 9 10 and all other requirements will be for the account of the CBC.
9.5 10.5 Upon notification to the Borrowers as provided for in this Clause 910, (i) the CBC shall in respect of the CBC Receivables not use the name "Achmea" and/or "Centraal Beheer Leef Hypotheek" without prior written approval of the OriginatorPlatform Manager, unless the CBC refers to the "Achmea" and/or "Centraal Beheer Leef Hypotheek" for the sole purpose of identifying the Originator, or clarifying its role in relation to the assignment or pledge of the CBC Receivables after an Assignment Notification Event and not, for the avoidance of doubt, for any marketing or commercial purposes and (ii) the Security Trustee shall not use the name 53103452 Achmea Mortgage Investment Platform A&R Achmea Retained CB Master Purchase Agreement Execution copy "Achmea" and/or "Centraal Beheer Leef Hypotheek", unless in case the Security Trustee makes a reference to the name "Achmea" and/or "Centraal Beheer Leef Hypotheek" and/or the Originator for the purpose of identifying the Originator, or clarifying that it is the pledgee of the CBC Receivables.
9.6 10.6 Subject to Clause 1415, upon notification to the Borrowers as provided for in this Clause as a result of the occurrence of item (d) of Clause 14.2 15.2 of this Master Purchase Agreement after the date provided for in Clause 7.1, the Originator will continue to provide the Mortgage Loan Services or upon request of the CBC, the Originator shall request the Mortgage Loan Servicer(s) to provide the Mortgage Loan Services directly to the CBC on materially the same terms and conditions as the relevant Servicing Agreement, provided that:that:
a. any of the CBC and Security Trustee, and no other party, is the entity entitled to collect (inningsbevoegd) the CBC Receivables;
b. the Originator and the Mortgage Loan Servicer(s) are the sole parties which communicate with the Borrowers;
c. in case of direct servicing by the Mortgage Loa Servicer(s) only, the relevant servicing agreement(s) will qualify as Transaction Document(s) and 50110000 Achmea the Mortgage Label Platform Achmea Bank SB Master Purchase Agreement Execution copy the Loan Servicer(s) will be Secured Creditor(s) under the Covered Bond Programme; and
d. the Originator and the Collection Foundation (with the right of substitution to the Mortgage Loan Servicer(s)) have been given a power to collect the CBC Receivables and (i) the Borrowers are instructed to continue to pay into the Foundation Collection Account unless this would result in the Collection Foundation becoming obliged to obtain a license under Applicable Laws or (ii) if the Borrowers do not continue and are no longer obliged to pay into the Foundation Collection Account, the Originator or, as the case may be, the relevant Mortgage Loan Servicer has a power to dispose over the account into which the Borrowers pay.
9.7 10.7 Each of the CBC and the Security Trustee may at any time after notification to the Borrowers as provided for in Clause 9.1 10.1 hereof, terminate the Mortgage Loan Services by sending a notice to the Originator. In case the CBC or the Security Trustee terminates the performance of the Mortgage Loan Services by the Originator and the Mortgage Loan Services are not provided by the Mortgage Loan Servicers directly as provided for in Clause 9.6 10.6 hereof, this Master Purchase Agreement shall terminate pursuant to and in accordance with Clause 1415. 53103452 Achmea Mortgage Investment Platform A&R Achmea Retained CB Master Purchase Agreement Execution copy
10.8 Subject to Clause 15, upon notification to the Borrowers as provided for in this Clause, the Platform Manager will continue to provide the Platform Management Services.
Appears in 1 contract
Sources: Master Purchase Agreement