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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Assets of the Issuer<br />
Receivables and Related Rights<br />
(a) The assets of the Issuer shall include the Receivables (including the attached Related Rights)<br />
purchased on the Closing Date by the Issuer from the Lenders.<br />
Cash<br />
(b) The assets of the Issuer will include cash, which may be invested by the Cash Manager in Eligible<br />
Investments, from time to time, in accordance with the investment rules set out in the Issuer<br />
Regulations.<br />
Other<br />
(c) The assets of the Issuer shall also include any other sums or other assets transferred to the Issuer<br />
further to its commitments under the Hedging Agreements; and sums or other assets form which the<br />
Issuer might benefit in any way whatsoever in accordance with the Issuer Regulations and the other<br />
Issuer Transaction Documents (in particular upon the enforcement of any Obligor Security by the<br />
Issuer).<br />
Role of the Management Company<br />
The Management Company will part icipate, jointly with the Custodian, in the establishment of the Issuer.<br />
It represents the Issuer vis–à–vis third parties and in any legal proceedings, whether as plaintiff or<br />
defendant, and is responsible for the management and operation of the Issuer. Subject to supervision by<br />
the Custodian, the Management Company shall take all steps, which it deems necessary or desirable to<br />
protect the Issuer’s rights in, to and under the Receivables. It shall be bound to act at all times in the best<br />
interest of the holders of the Notes and the Units.<br />
The responsibilities of the Management Company are set out in the Issuer Regulations. These<br />
responsibilities include, inter alia:<br />
(a) ensuring, in light of the information provided to it for this purpose by any relevant party as<br />
referenced hereunder, that the Sellers and the <strong>FCC</strong> Servicers comply with their obligations towards<br />
the Issuer and the Management Company under the provisions of the Receivables Transfer and<br />
Servicing Agreement;<br />
(b) verifying that the amounts of the sums received by the Issuer are in conformity with the amounts to<br />
be paid to the Issuer under the Issuer Regulations and, if relevant, to exercise the rights of the Issuer<br />
under the Receivables and the Transaction Documents to which the Issuer is a party;<br />
(c) ensuring that the Custodian has opened the Issuer Accounts with the Issuer Account Bank, in<br />
accordance with the provisions of the Issuer Regulations;<br />
(d) transmitting to the Custodian all relevant information in order for the Custodian to credit or debit<br />
the relevant Issuer Account, in accordance with the provisions of the Issuer Regulations;<br />
(e) allocating and distributing the sums received by the Issuer in accordance with, and subject to, the<br />
relevant Issuer Priority of Payments;<br />
(f) calculating the amount of principal and interest due to the Noteholders and Unitholders, together<br />
with any amount due to any third party, in accordance with the provisions of the Issuer Regulations;<br />
(g) entering into and renewing, together with the Custodian, any agreements necessary for the creation<br />
and operation of the Issuer and, in particular, the agreements relating to the appointment and<br />
intervention of such others organs or entities and supervising the performance of such agreements as<br />
well as the performance of the Issuer Regulations;<br />
(h) appointing the statutory auditor of the Issuer with the prior approval of the Autorité des marchés<br />
financiers, and providing for a substitute statutory auditor if required, under the same terms and<br />
conditions;<br />
(i) preparing, under the supervision of the Custodian if required, all documents required by the<br />
applicable provisions of the French Monetary and Financial Code relating to a debt mutual fund<br />
(fonds communs de créances), and, more generally, any other applicable French law, for the<br />
information, as applicable, of the Autorité des marchés financiers, the Banque de France and any other<br />
supervisory authority and the Noteholders and Unitholders. In particular, the Management Company<br />
shall provide the Noteholders and Unitholders with the documents containing periodical information<br />
pursuant to the Issuer Regulations;<br />
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