FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
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4. The Issuer Account Bank and Cash Management Agreement<br />
Pursuant to the Issuer Account Bank and Cash Management Agreement with the Issuer Account Bank<br />
with whom the Issuer’s accounts are to be held, CCF will be appointed as Issuer Account Bank and Cash<br />
Manager. The Issuer Account Bank will provide the Management Company and the Custodian with<br />
banking and custody services relating to the Issuer Accounts. The Cash Manager will be appointed, as<br />
agent of the Issuer to (i) act as cash manager in respect of amounts standing from time to time to the credit<br />
of the Issuer Accounts; (ii) invest monies standing to the credit from time to time of the Issuer Accounts<br />
in Eligible Investments. In the Issuer Account Bank and Cash Management Agreement, the Issuer<br />
Account Bank will waive all rights of set-off in relation to the Issuer Accounts subject to that agreement.<br />
The Issuer will pay to the Cash Manager and Issuer Account Bank an agreed fee (inclusive of any<br />
applicable VAT). Payment of the fees due to the Cash Manager and the Issuer Account Bank by the<br />
Issuer will rank senior to payments in respect of the Notes.<br />
The Cash Manager may sub-contract or delegate the performance of any of its obligations and shall<br />
forthwith upon appointment of such sub-agent, sub-contractor or delegate give written notice of such<br />
appointment to the Management Company and the Custodian. The Issuer Account Bank will give certain<br />
representations, including that it satisfies the Ratings Criteria. The Cash Manager will covenant, among<br />
other things, that it will make available from time to time all resources that are necessary and desirable<br />
to enable it to fulfil its obligations under the Issuer Account Bank and Cash Management Agreement.<br />
The Issuer may not withdraw any monies from the Issuer Accounts otherwise than in accordance with the<br />
provisions of the Issuer Account Bank and Cash Management Agreement.<br />
The Issuer Account Bank and Cash Management Agreement contains provisions, inter alia, for the<br />
transfers of amounts between, and withdrawal of funds from, the relevant Issuer Accounts.<br />
Details concerning the Issuer Accounts, the Issuer Pre-Enforcement Priority of Payments and the Issuer<br />
Post-Enforcement Priority of Payments are described further in the section entitled ‘‘Resources Available<br />
to the Borrowers and the Issuer’’ below.<br />
Under the Issuer Account Bank and Cash Management Agreement, all accounts established and/or<br />
maintained pursuant to the Issuer Account Bank and Cash Management Agreement must be maintained<br />
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<br />
short-term debt obligations (the ‘‘Rating Criteria’’).<br />
If at any time the Issuer Account Bank ceases to satisfy the Rating Criteria then as soon as reasonably<br />
practicable and in any event within 30 days of such time, the Management Company and the Issuer<br />
Account Bank will procure the transfer of the relevant accounts to another bank or banks approved by<br />
the Management Company and the Custodian, that satisfies the Rating Criteria.<br />
In addition, the appointment of the Issuer Account Bank may be terminated by the Management<br />
Company and the Custodian by giving not fewer than thirty (30) days’ prior written notice of their<br />
intention to do so to the Issuer Account Bank, provided that no such termination shall take effect until<br />
a new account bank has been duly appointed. The appointment of the Cash Manager may also be<br />
terminated by the Issuer following certain events including a failure by the relevant Cash Manager to<br />
perform its duties under the Issuer Account Bank and Cash Management Agreement and an insolvencyrelated<br />
event in relation to the Cash Manager. In the event that the appointment of the Issuer Account<br />
Bank or Cash Manager is terminated pursuant to the provisions of the Issuer Account Bank and Cash<br />
Manager Agreement, the appointment of the Cash Manager or Issuer Account Bank, as applicable, shall<br />
also terminate.<br />
The Issuer shall appoint a replacement Cash Manager or Issuer Account Bank in the event that the<br />
appointment of the Cash Manager or Issuer Account Bank is terminated. The termination of the<br />
appointment of the Cash Manager or Issuer Account Bank shall not be effective until a replacement has<br />
been appointed.<br />
The Issuer Account Bank and Cash Management Agreement is governed by French law.<br />
5. The Property Management Agreements<br />
Each Borrower and FIPAM have entered into a separate Property Management Agreement pursuant to<br />
which FIPAM will be appointed as the Property Manager in relation to the Secured <strong>Properties</strong> owned by<br />
the relevant Borrower.<br />
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