FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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