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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Certain termination events will each entitle the appointment of the Property Manager to be terminated<br />
upon notice (including but not limited to, recurrent breach of financial covenants by the Borrower in the<br />
relevant Commercial Loan Agreement).<br />
The Property Manager Duty of Care Agreement will be governed by French Law.<br />
7. The Receivables Transfer and Servicing Agreement<br />
Transfer Price<br />
Pursuant to the Receivables Transfer and Servicing Agreement, each Lender will transfer the Receivables<br />
in respect of the Commercial Mortgage Loan advanced by it to the Issuer against payment of a transfer<br />
price of u104,529,027, for the Receivables to be transferred on the Closing Date by CCF, and a transfer<br />
price of u292,870,973, for the Receivables to be transferred on the Closing Date by Société Générale.<br />
Representations and Warranties<br />
Each Lender (in its capacity as Seller of the Receivables and Related Rights in respect of the Commercial<br />
Mortgage Loan advanced by it) will, pursuant to the Receivables Transfer and Servicing Agreement,<br />
make certain representations and warranties to the Issuer, in relation to the Receivables and Related<br />
Rights to be assigned by it to the Issuer on the Closing Date. In particular, each Seller will represent and<br />
warrant that the Receivables and Related Rights shall comply with certain eligibility criteria, including<br />
that each Receivable (and the attached Related Rights) exists, that each Receivable results from either<br />
of the Commercial Mortgage Loan Agreements and consists of all principal, interest, indemnities, costs<br />
and other amounts due from each Borrower to each Seller under the relevant Commercial Mortgage<br />
Loan Agreement, that each Receivable is denominated and payable in Euros, that the Seller is the sole<br />
owner of the relevant Receivables, to which, prior to the Closing Date, it has full and unrestricted title,<br />
that each Receivable is free and clear of any right that could be exercised by third parties against the<br />
relevant Seller or the Issuer and that each Receivable may be validly transferred to the Issuer in<br />
accordance with the relevant provisions of the Receivables Transfer and Servicing Agreement and is not<br />
subject to restrictions on transferability.<br />
Related Rights<br />
The following Related Rights shall be automatically transferred to the Issuer together with the<br />
Receivables transferred by each Seller to the Issuer on the Closing Date:<br />
(a) the Mortgages, whether registered or unregistered (formalisées et inscrites or formalisées et non<br />
inscrites);<br />
(b) the Shares Pledges;<br />
(c) the Dailly Assignments;<br />
(d) the Borrower Accounts Pledges;<br />
(e) the cash collateral constituted pursuant to each Commercial Mortgage Loan Agreement to be<br />
transferred by each Lender to the relevant Mortgage Reserve Account on the Closing Date; and<br />
(f) the Insurance Assignments.<br />
Servicing of the Receivables and Related Rights – Role and Duties of the <strong>FCC</strong> Servicers<br />
Each Seller, acting in its capacity as <strong>FCC</strong> Servicer, will continue to perform the servicing of the<br />
Receivables originated by it and sold to the Issuer.<br />
Each <strong>FCC</strong> Servicer will undertake to ensure that there is devoted to the performance of its obligations<br />
under the Receivables Transfer and Servicing Agreement at least the same amount of time, attention,<br />
level of skill, care and diligence, as would be devoted if it were acting solely for its own entire benefit.<br />
Each <strong>FCC</strong> Servicer may, subject to the prior written consent of the Management Company (not to be<br />
unreasonably withheld) sub-contract or delegate any part of the services to be provided by it under the<br />
Receivables Transfer and Servicing Agreement to any third party provided that, among other things, the<br />
appointment of such third party shall not in any way discharge or exempt the relevant <strong>FCC</strong> Servicer from<br />
any liabilities or obligations under the Receivables Transfer and Servicing Agreement, the Issuer shall<br />
have no liability to the appointed third party, such third party accepts in substance the rights and<br />
obligations of the relevant <strong>FCC</strong> Servicer in respect of the servicing of the Receivables transferred to the<br />
Issuer, and the Rating Agencies have confirmed that the appointment of any such third party would not<br />
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