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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provided however that no such termination shall take effect prior to the appointment of a substitute <strong>FCC</strong><br />
Servicer in accordance with, and satisfying the requirements of the Receivables Transfer and Servicing<br />
Agreement, summarised below.<br />
The Management Company (or any person appointed by it) shall be entitled to substitute another entity,<br />
in relation to any <strong>FCC</strong> Servicer’s rights and obligations under the Receivables Transfer and Servicing<br />
Agreement, such appointment to be effective on the date of termination of the Receivables Transfer and<br />
Servicing Agreement, provided that:<br />
(a) the substitute <strong>FCC</strong> Servicer shall be a credit institution;<br />
(b) the substitute <strong>FCC</strong> Servicer accepts in substance the rights and obligations of the <strong>FCC</strong> Servicer in<br />
respect of the management and of the servicing of the Receivables (including the Related Rights),<br />
and enters into an agreement substantially similar to the terms of the Receivables Transfer and<br />
Servicing Agreement with the Issuer;<br />
(c) the substitute <strong>FCC</strong> Servicer irrevocably waives all rights of contractual recourse (responsabilité<br />
contractuelle), of any form, nature, and on any ground whatsoever, which it may have against the<br />
Issuer;<br />
(d) the Rating Agencies have been given prior notice of such substitution and have confirmed that the<br />
substitution shall not result in the downgrading or withdrawal of any of the ratings then assigned by<br />
any of the Rating Agencies to any of the Notes, unless such substitution is to limit or avoid the<br />
downgrading or avoid the withdrawal of all the ratings then assigned by the Rating Agencies to all<br />
the Notes;<br />
(e) the Custodian has given its prior consent to such a substitution, such consent not to be unreasonably<br />
withheld;<br />
(f) the Management Company has given prior notice of such substitution to the relevant Borrowers by<br />
ordinary letter (lettre simple); and<br />
(g) such substitution shall comply with all applicable laws and regulations.<br />
Any <strong>FCC</strong> Servicer may terminate its appointment under the Receivables Transfer and Servicing<br />
Agreement upon the expiry of not less than 2 months’ notice of termination given to the Management<br />
Company and the Custodian, provided that a substitute <strong>FCC</strong> Servicer shall be appointed by the<br />
Management Company and the Custodian, such appointment to be effective on the date of resignation of<br />
the appointment of the initial <strong>FCC</strong> Servicer, and that substitution is done subject to and in accordance<br />
with the conditions described in paragraphs (a) through (g) above.<br />
If not otherwise terminated, the appointment of each <strong>FCC</strong> Servicer shall automatically (de plein droit)<br />
terminate on the Issuer Liquidation Date.<br />
The Receivables Transfer and Servicing Agreement will be governed by French Law.<br />
8. The Liquidity Facility Agreement<br />
Under the terms of the Liquidity Facility Agreement, the Liquidity Facility Provider will provide the<br />
Issuer a 364 day committed revolving euro liquidity facility (the ‘‘Liquidity Facility’’) to permit drawings<br />
to be made in an aggregate of up to u26 million (the ‘‘Liquidity Facility Maximum Amount’’)onany<br />
Interest Payment Date, in circumstances where there is a shortfall between the amounts which will be<br />
received by the Issuer on or before such Interest Payment Date in respect of the related Interest Period<br />
and the Issuer’s senior expenses (being those set out in (a) to (c) of the Issuer’s Pre-Enforcement Priority<br />
of Payments as set out in the section entitled ‘‘Resources available to the Borrowers and the Issuer – Issuer<br />
Pre-Enforcement Priority of Payments’’) and interest on each Class of Notes, other than any interest due<br />
on any portion of the Notes to which any Principal Loss has been allocated in accordance with Condition<br />
5(f) (Note Principal Payments, Principal Amount Outstanding and Pool Factor) (a‘‘Liquidity Shortfall’’)<br />
on any Determination Date. Drawings under the Liquidity Facility may be requested for so long as a Note<br />
Enforcement Notice has not been served, certain other events have not occurred in respect of the Issuer<br />
and various warranties of the Issuer therein remain true in all material respects.<br />
The Liquidity Facility Maximum Amount will reduce in proportion to prepayments of principal on the<br />
Notes.<br />
For further details relating to the Liquidity Facility please see the section entitled ‘‘Resources available to<br />
the Borrowers and the Issuer – The Liquidity Facility’’ below.<br />
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