FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Assets of the Issuer
Receivables and Related Rights
(a) The assets of the Issuer shall include the Receivables (including the attached Related Rights)
purchased on the Closing Date by the Issuer from the Lenders.
Cash
(b) The assets of the Issuer will include cash, which may be invested by the Cash Manager in Eligible
Investments, from time to time, in accordance with the investment rules set out in the Issuer
Regulations.
Other
(c) The assets of the Issuer shall also include any other sums or other assets transferred to the Issuer
further to its commitments under the Hedging Agreements; and sums or other assets form which the
Issuer might benefit in any way whatsoever in accordance with the Issuer Regulations and the other
Issuer Transaction Documents (in particular upon the enforcement of any Obligor Security by the
Issuer).
Role of the Management Company
The Management Company will part icipate, jointly with the Custodian, in the establishment of the Issuer.
It represents the Issuer vis–à–vis third parties and in any legal proceedings, whether as plaintiff or
defendant, and is responsible for the management and operation of the Issuer. Subject to supervision by
the Custodian, the Management Company shall take all steps, which it deems necessary or desirable to
protect the Issuer’s rights in, to and under the Receivables. It shall be bound to act at all times in the best
interest of the holders of the Notes and the Units.
The responsibilities of the Management Company are set out in the Issuer Regulations. These
responsibilities include, inter alia:
(a) ensuring, in light of the information provided to it for this purpose by any relevant party as
referenced hereunder, that the Sellers and the FCC Servicers comply with their obligations towards
the Issuer and the Management Company under the provisions of the Receivables Transfer and
Servicing Agreement;
(b) verifying that the amounts of the sums received by the Issuer are in conformity with the amounts to
be paid to the Issuer under the Issuer Regulations and, if relevant, to exercise the rights of the Issuer
under the Receivables and the Transaction Documents to which the Issuer is a party;
(c) ensuring that the Custodian has opened the Issuer Accounts with the Issuer Account Bank, in
accordance with the provisions of the Issuer Regulations;
(d) transmitting to the Custodian all relevant information in order for the Custodian to credit or debit
the relevant Issuer Account, in accordance with the provisions of the Issuer Regulations;
(e) allocating and distributing the sums received by the Issuer in accordance with, and subject to, the
relevant Issuer Priority of Payments;
(f) calculating the amount of principal and interest due to the Noteholders and Unitholders, together
with any amount due to any third party, in accordance with the provisions of the Issuer Regulations;
(g) entering into and renewing, together with the Custodian, any agreements necessary for the creation
and operation of the Issuer and, in particular, the agreements relating to the appointment and
intervention of such others organs or entities and supervising the performance of such agreements as
well as the performance of the Issuer Regulations;
(h) appointing the statutory auditor of the Issuer with the prior approval of the Autorité des marchés
financiers, and providing for a substitute statutory auditor if required, under the same terms and
conditions;
(i) preparing, under the supervision of the Custodian if required, all documents required by the
applicable provisions of the French Monetary and Financial Code relating to a debt mutual fund
(fonds communs de créances), and, more generally, any other applicable French law, for the
information, as applicable, of the Autorité des marchés financiers, the Banque de France and any other
supervisory authority and the Noteholders and Unitholders. In particular, the Management Company
shall provide the Noteholders and Unitholders with the documents containing periodical information
pursuant to the Issuer Regulations;
138