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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negatively affect the credit quality of the Notes. The foregoing conditions shall not apply to the<br />
appointment by any <strong>FCC</strong> Servicer of any affiliate of the <strong>FCC</strong> Servicer, or of any lawyer, bailiff, valuer,<br />
estate agent, property management agent or other agent appointed by such <strong>FCC</strong> Servicer in the ordinary<br />
course of business who would be acceptable to a reasonably prudent lender.<br />
Subject to obtaining a specific mandate (mandat spécial) from the Management Company, where<br />
necessary, each <strong>FCC</strong> Servicer shall take all such steps as are necessary or desirable in order to compel the<br />
Borrowers to perform their obligations and duties in connection with the Receivables and initiate all such<br />
proceedings that are necessary in order to preserve and, if necessary, enforce (execution forcée), the<br />
Related Rights. In particular, each relevant <strong>FCC</strong> Servicer:<br />
(a) may instruct the Notary to register the Mortgages that are not registered (formalisées et non<br />
inscrites) and may, as applicable, enforce the Mortgages;<br />
(b) in accordance with the provisions of each Commercial Mortgage Loan Agreement and the<br />
Borrower Accounts Pledges, may authorise the Borrowers Account Banks to release funds credited<br />
to the Cash Trap Accounts so that those funds may be applied towards repayment of the relevant<br />
Commercial Mortgage Loan or, in certain circumstances, so that those funds may be transferred to<br />
the relevant Borrower Transaction Account in each case in accordance with the provisions of each<br />
Commercial Mortgage Loan Agreement;<br />
(c) shall notify the Borrowers Account Banks if a Loan Event of Default has occurred and is<br />
continuing, so that following such notification the Borrowers Account Banks will not be permitted<br />
to make any payment out of the other Borrower Accounts, unless in accordance with the provisions<br />
of each Commercial Mortgage Loan Agreement;<br />
(d) shall upon the occurrence of a Loan Event of Default notify the relevant debtors of the assignment<br />
of their debts in accordance with the provisions of the Dailly Assignments; and<br />
(e) upon the occurrence of a Loan Event of Default and non-payment by any Borrower of any amount<br />
due under the Commercial Mortgage Loans, shall enforce the rights of the Issuer under the relevant<br />
Shares Pledges, whether by way of a compulsory sale of the shares (vente forcée) of such Borrower<br />
(or of any other Borrower of which the relevant Parent Obligor is a shareholder) or by way of a<br />
request to the competent court for ownership of those shares to be transferred to it (attribution<br />
judiciaire), pursuant to the relevant Commercial Mortgage Loan Agreement.<br />
Each <strong>FCC</strong> Servicer shall release (donner mainlevée) the Related Rights upon repayment in full of the<br />
sums secured by such Related Rights or as otherwise permitted by the relevant Commercial Mortgage<br />
Loan Agreement.<br />
If a <strong>FCC</strong> Servicer receives any money arising from the enforcement of the Receivables and of the attached<br />
Related Rights, such <strong>FCC</strong> Servicer shall forthwith upon receipt thereof pay the same into the Issuer<br />
Transaction Account.<br />
Each <strong>FCC</strong> Servicer shall conduct all communications and dealings with the Obligors, in relation to all<br />
matters concerning the Receivables, the Commercial Mortgage Loan Agreements or the Related Rights<br />
of such Obligor, as the case may be, including, without limitation, the giving of any notices, consents or<br />
approvals of behalf of the Issuer, provided that each <strong>FCC</strong> Servicer shall notify (and consult) the<br />
Management Company in writing, and, in the case of items (b), (c) and (d) below, in advance, of:<br />
(a) any information relating to any matter that becomes known to each <strong>FCC</strong> Servicer and which is a<br />
breach of the obligations or duties of a Borrower in connection with the Receivables and the<br />
Related Rights;<br />
(b) any proposed waiver or amendment in connection with the Receivables and the Related Rights;<br />
(c) any proposed declaration that a Loan Event of Default or Potential Loan Event of Default has<br />
occurred and/or that all or part of the sums due under the Receivables be immediately due and<br />
payable; or<br />
(d) any proposed action to be taken to release or enforce certain Related Rights in accordance with<br />
each Commercial Mortgage Loan Agreement.<br />
Each <strong>FCC</strong> Servicer undertakes not to amend the terms of the Receivables or of any of the Related Rights<br />
granted in connection with the Commercial Mortgage Loan unless (i) it is in writing and signed by or on<br />
behalf of each of the parties to the relevant Commercial Mortgage Loan Agreement, (ii) prior written<br />
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