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I This document constitutes the base prospectus of ... - Volksbank AG

I This document constitutes the base prospectus of ... - Volksbank AG

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The Agency Agreement shall be governed by and construed in accordance with Luxembourg law with <strong>the</strong><br />

courts <strong>of</strong> Luxembourg being designated as <strong>the</strong> competent court and <strong>the</strong> place <strong>of</strong> performance being Luxembourg.<br />

Cash Management Agreement between LEVADE and BNY London as Cash Manager<br />

<strong>This</strong> agreement describes <strong>the</strong> handling <strong>of</strong> cash amounts available to <strong>the</strong> Issuer. Under <strong>the</strong> terms <strong>the</strong> Cash Management<br />

Agreement, BNY London shall provide LEVADE with <strong>the</strong> Cash Management Services pursuant to<br />

which <strong>the</strong> BNY London as Cash Manager, amongst o<strong>the</strong>r things, will:<br />

(i) in general, arrange, subject to <strong>the</strong> availability <strong>of</strong> funds in <strong>the</strong> Compartment Accounts, for <strong>the</strong> Issuer<br />

to make all payments required to be made by it pursuant to any o<strong>the</strong>r Transaction Document to<br />

which it is a party on <strong>the</strong>ir due date for payment under <strong>the</strong> relevant Transaction Document; and<br />

(ii) subject to <strong>the</strong> written instruction <strong>of</strong> <strong>the</strong> Issuer or a party authorised by it, from time to time and<br />

during such times as any funds are available on a Compartment Account, procure that such funds are<br />

utilised for <strong>the</strong> purpose <strong>of</strong> investments (including, for <strong>the</strong> avoidance <strong>of</strong> doubt, investments <strong>of</strong>fered by<br />

<strong>the</strong> Bank <strong>of</strong> New York Mellon and any <strong>of</strong> its affiliates) in <strong>the</strong> form <strong>of</strong> money market deposits, money<br />

market funds or money market securities repayable on demand or with a tenor not exceeding 90 Business<br />

Days, and with a credit rating <strong>of</strong> at least P 1 (Moody's Investors Service Limited) and/or A-1<br />

(Standard & Poor's) (toge<strong>the</strong>r, Money Market Investments).<br />

Under <strong>the</strong> terms <strong>of</strong> <strong>the</strong> Cash Management Agreement <strong>the</strong> Cash Manager shall provide a number <strong>of</strong> undertakings<br />

extending (but not limited) to such matters as its conduct, compliance with <strong>the</strong> Issuer's directions, <strong>the</strong><br />

Cash Manager's solvency and legal status. The agreement will however limit <strong>the</strong> Cash Manager's liability in<br />

certain cases.<br />

The Cash Management Agreement shall also contain a number <strong>of</strong> provisions dealing with such matters (but<br />

not limited to) <strong>the</strong> appointment <strong>of</strong> agents, delegates or nominees by <strong>the</strong> Cash Manager, <strong>the</strong> Cash Manager's<br />

remuneration and expenses, <strong>the</strong> termination <strong>of</strong> its services (whereby Schedule 1 to <strong>the</strong> Cash Management<br />

Agreement shall provide a list <strong>of</strong> events designated as Cash Manager Termination Events) and <strong>the</strong> appointment<br />

<strong>of</strong> a successor Cash Manager.<br />

A term <strong>of</strong> <strong>the</strong> agreement will provide for <strong>the</strong> liability <strong>of</strong> LEVADE to be limited to <strong>the</strong> assets <strong>of</strong> <strong>the</strong> Compartment<br />

in respect <strong>of</strong> which <strong>the</strong> Cash Management Services will be concluded. In <strong>the</strong> case such Compartment<br />

Assets will not be sufficient to satisfy <strong>the</strong> claims <strong>of</strong> BNY London under <strong>the</strong> agreement, no o<strong>the</strong>r assets or<br />

o<strong>the</strong>r Compartment Assets will be available for payment <strong>of</strong> shortfall and claims in respect <strong>of</strong> remaining shortfall<br />

will be extinguished.<br />

The Cash Manager shall have no authority to determine any <strong>of</strong> <strong>the</strong> Issuer's policies or procedures.<br />

The Cash Management Agreement shall be governed by and construed in accordance with Luxembourg law<br />

with <strong>the</strong> courts <strong>of</strong> Luxembourg being designated as <strong>the</strong> competent court and <strong>the</strong> place <strong>of</strong> performance being<br />

Luxembourg.<br />

Management Agreement between LEVADE and VB<strong>AG</strong><br />

Under <strong>the</strong> terms <strong>of</strong> this agreement (<strong>the</strong> Management Agreement), VB<strong>AG</strong> as Manager shall provide<br />

LEVADE with <strong>the</strong> following:<br />

Entry into negotiations. VB<strong>AG</strong> may, on behalf <strong>of</strong> LEVADE and in its name (acting for an individual Compartment<br />

or for LEVADE as a whole) enter into negotiations or have discussions with potential sponsors in connection<br />

with fur<strong>the</strong>r issuances from a newly created Compartment <strong>of</strong> LEVADE (but provided always that this shall be subject<br />

to a resolution <strong>of</strong> <strong>the</strong> Board and <strong>the</strong> creation <strong>of</strong> such new Compartment).<br />

Business management in respect <strong>of</strong> each Compartment individually: Managers authority to enter into<br />

transaction agreements on behalf <strong>of</strong> Compartment. Where LEVADEs board <strong>of</strong> directors resolves to create a<br />

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