FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

4. The Issuer Account Bank and Cash Management Agreement
Pursuant to the Issuer Account Bank and Cash Management Agreement with the Issuer Account Bank
with whom the Issuer’s accounts are to be held, CCF will be appointed as Issuer Account Bank and Cash
Manager. The Issuer Account Bank will provide the Management Company and the Custodian with
banking and custody services relating to the Issuer Accounts. The Cash Manager will be appointed, as
agent of the Issuer to (i) act as cash manager in respect of amounts standing from time to time to the credit
of the Issuer Accounts; (ii) invest monies standing to the credit from time to time of the Issuer Accounts
in Eligible Investments. In the Issuer Account Bank and Cash Management Agreement, the Issuer
Account Bank will waive all rights of set-off in relation to the Issuer Accounts subject to that agreement.
The Issuer will pay to the Cash Manager and Issuer Account Bank an agreed fee (inclusive of any
applicable VAT). Payment of the fees due to the Cash Manager and the Issuer Account Bank by the
Issuer will rank senior to payments in respect of the Notes.
The Cash Manager may sub-contract or delegate the performance of any of its obligations and shall
forthwith upon appointment of such sub-agent, sub-contractor or delegate give written notice of such
appointment to the Management Company and the Custodian. The Issuer Account Bank will give certain
representations, including that it satisfies the Ratings Criteria. The Cash Manager will covenant, among
other things, that it will make available from time to time all resources that are necessary and desirable
to enable it to fulfil its obligations under the Issuer Account Bank and Cash Management Agreement.
The Issuer may not withdraw any monies from the Issuer Accounts otherwise than in accordance with the
provisions of the Issuer Account Bank and Cash Management Agreement.
The Issuer Account Bank and Cash Management Agreement contains provisions, inter alia, for the
transfers of amounts between, and withdrawal of funds from, the relevant Issuer Accounts.
Details concerning the Issuer Accounts, the Issuer Pre-Enforcement Priority of Payments and the Issuer
Post-Enforcement Priority of Payments are described further in the section entitled ‘‘Resources Available
to the Borrowers and the Issuer’’ below.
Under the Issuer Account Bank and Cash Management Agreement, all accounts established and/or
maintained pursuant to the Issuer Account Bank and Cash Management Agreement must be maintained
with a bank that has a rating of at least ‘‘F-1’’ by Fitch and ‘‘A-1+’’ by S&P, in each case in respect of its
short-term debt obligations (the ‘‘Rating Criteria’’).
If at any time the Issuer Account Bank ceases to satisfy the Rating Criteria then as soon as reasonably
practicable and in any event within 30 days of such time, the Management Company and the Issuer
Account Bank will procure the transfer of the relevant accounts to another bank or banks approved by
the Management Company and the Custodian, that satisfies the Rating Criteria.
In addition, the appointment of the Issuer Account Bank may be terminated by the Management
Company and the Custodian by giving not fewer than thirty (30) days’ prior written notice of their
intention to do so to the Issuer Account Bank, provided that no such termination shall take effect until
a new account bank has been duly appointed. The appointment of the Cash Manager may also be
terminated by the Issuer following certain events including a failure by the relevant Cash Manager to
perform its duties under the Issuer Account Bank and Cash Management Agreement and an insolvencyrelated
event in relation to the Cash Manager. In the event that the appointment of the Issuer Account
Bank or Cash Manager is terminated pursuant to the provisions of the Issuer Account Bank and Cash
Manager Agreement, the appointment of the Cash Manager or Issuer Account Bank, as applicable, shall
also terminate.
The Issuer shall appoint a replacement Cash Manager or Issuer Account Bank in the event that the
appointment of the Cash Manager or Issuer Account Bank is terminated. The termination of the
appointment of the Cash Manager or Issuer Account Bank shall not be effective until a replacement has
been appointed.
The Issuer Account Bank and Cash Management Agreement is governed by French law.
5. The Property Management Agreements
Each Borrower and FIPAM have entered into a separate Property Management Agreement pursuant to
which FIPAM will be appointed as the Property Manager in relation to the Secured Properties owned by
the relevant Borrower.
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