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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(j) deciding whether to liquidate the Issuer subject to the conditions of legal and regulatory provisions<br />
in force and of the Issuer Regulations;<br />
(k) substituting, if applicable, a new entity for the entities providing services to the Issuer, including any<br />
<strong>FCC</strong> Servicer, subject to the conditions of any applicable law in force on the date of such substitution,<br />
of the agreements relating to such entity, and of the Issuer Regulations;<br />
(l) notifying the Issuer Account Bank of the termination of the appointment of any <strong>FCC</strong> Servicer.<br />
The Management Company shall not make any due diligence as to the compliance of the representations<br />
and warranties made by each Seller under the Receivables Transfer and Servicing Agreement and shall<br />
not be subject to such obligation; as a consequence, the Management Company shall solely rely on the<br />
representations and warranties made by each Seller in the Receivables Transfer and Servicing Agreement.<br />
The Management Company may, in certain conditions, sub-contract or delegate all or part of its duties or<br />
may appoint a third party to exercise all or part of those duties but cannot thereby exempt itself from<br />
liabilities in respect thereof under the Issuer Regulations. The management of the Issuer may be<br />
transferred, at the request of the Management Company or, in certain circumstances, at the request of the<br />
Custodian, to another management company which manages fonds communs de créances and is duly<br />
approved by the Autorités des Marchés Financiers (‘‘AMF’’), provided that: (i) such transfer shall have<br />
been notified by the Management Company or, as the case may be, by the Custodian to the AMF, prior<br />
to such transfer, (ii) such transfer shall be based on serious grounds (including without limitation a wilful<br />
misconduct, negligence or fraud of the Management Company) if this substitution is requested by the<br />
Custodian, (iii) such transfer is made in compliance with the then current and applicable provisions of the<br />
laws and regulations in force, and (iv) the choice of the substitute management company shall not reduce<br />
the level of security offered to the Noteholders and Unitholders or shall limit the extent of such reduction.<br />
The Management Company will receive a fee, payable on each Interest Payment Date, subject to and in<br />
accordance with the relevant Issuer Priority of Payments.<br />
Role of the Custodian<br />
The Custodian is CCF. The Custodian shall act as custodian of the assets of the Issuer and, in particular,<br />
the Custodian shall ensure, under its own liability, the custody of the Transfer Documents (Actes de<br />
cession de créances) evidencing the assignment of the Receivables to the Issuer and the moneys standing<br />
from time to time in the Issuer Accounts and shall operate and maintain the register of Units.<br />
According to Article L.214-48 II and Article R.214-111 of the French Monetary and Financial Code, the<br />
Custodian responsible for the custody of the Issuer’s assets; however, in accordance with and subject to<br />
the provisions of Article R.214-111 of the French Monetary and Financial Code, each <strong>FCC</strong> Servicer shall<br />
keep the originals of the Commercial Mortgage Loan Agreement in respect of which it was the Lender<br />
of record and the other relevant Obligor Transaction Documents, together with all other agreements,<br />
correspondence, records and other information and documents delivered to it in connection with the<br />
Commercial Mortgage Loans and the Related Security, other than the Transfer Documents, which shall<br />
be kept under the direct custody of the Custodian.<br />
The Custodian shall be responsible for ensuring the compliance (régularité) of the decisions of the<br />
Management Company with any applicable French laws and regulations and in accordance with the Issuer<br />
Regulations. In particular, it shall be responsible for supervising the Management Company in the<br />
preparation of the financial information as provided for in the Issuer Regulations, and when required by<br />
the legal provisions and regulations in force, for supervising the information published by the<br />
Management Company.<br />
The Custodian may, in certain conditions, delegate all or part of its duties to a third party, provided<br />
however, that the Custodian shall remain liable to the Issuer and the holder of Notes and Units for the<br />
performance of its duties regardless of any such delegation.<br />
At any time, the Custodian may substitute itself with any duly authorised credit institution, upon prior<br />
notice to the Management Company and to the AMF, provided that: (i) such transfer shall have been<br />
notified by the Management Company or, as the case may be, by the Custodian to the AMF, prior to such<br />
transfer, (ii) such transfer shall be based on serious grounds (including without limitation a wilful<br />
misconduct, negligence or fraud of the Custodian) if this substitution is requested by the Management<br />
Company, (iii) such transfer is made in compliance with the then current and applicable provisions of the<br />
laws and regulations in force, and (iv) the choice of the substitute credit institution shall not reduce the<br />
level of security offered to the Noteholders and Unitholders or shall limit the extent of such reduction.<br />
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