FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Liquidation of the Issuer
Liquidation Procedures
Pursuant to Article L. 214-49 of the French Monetary and Financial Code, the Management Company
shall liquidate the Issuer no later than six months following the last Receivable held by the Issuer being
extinguished (the ‘‘Issuer Liquidation Date’’).
The Management Company may declare the liquidation of the Issuer in the case of the occurrence of any
of the following events as provided under Article R.214-107 of the French Monetary and Financial Code:
(a) the liquidation of the Issuer is in the interest of the Unitholders and Noteholders;
(b) the aggregate principal outstanding amount of the unmatured Receivables (créances non échues)
transferred to the Issuer falls below ten per cent of the maximum aggregate principal outstanding
amount of the unmatured Receivables acquired by the Issuer since the Closing Date; or
(c) the Units and Notes issued by the Issuer are held by only one holder and the liquidation is requested
by such holder.
Clean-up offer and repurchase price of the Receivables:
Upon the occurrence of any of the liquidation events referred to above, the Management Company shall
immediately notify in writing the Sellers, with a copy to the Custodian, of the occurrence of such
liquidation event and use its best endeavours to assign the remaining outstanding Receivables to a credit
institution or such other entity authorised by the French law and regulations to acquire the Receivables,
provided that the repurchase price applicable to the retransfer of the Receivables is equal to the market
value of such Receivables, and that such repurchase price shall in any event be sufficient so as to allow
the Management Company to pay all principal and interest amounts due and payable in respect of the
outstanding Notes and Units together with the payment of all amounts due under the Liquidity Facility
Agreement and the Hedging Agreements, after the payment of all liabilities of the Issuer ranking higher
in the relevant Issuer Priority of Payments, failing which such retransfer of the Receivables shall not take
place.
The Management Company shall liquidate the Issuer upon the assignment of the Receivables; such
liquidation is not conditional upon the payment in full of all of the creditors’ debts against the Issuer,
except in respect of the Noteholders and Unitholders.
The Management Company shall be responsible for the Issuer’s liquidation procedure. For this purpose,
it shall be vested with the broadest powers: (i) to sell the Issuer’s assets, (ii) to pay any outstanding Fees
and Expenses, (iii) to pay any of the Issuer’s creditors in accordance with the relevant Issuer Priority of
Payments, and (iv) to distribute any residual monies.
The statutory auditor of the Issuer and the Custodian shall continue to exercise their functions until the
completion of the Issuer’s liquidation procedure.
Any liquidation surplus shall be paid to the Unitholders in accordance with the relevant Issuer Priority
of Payments.
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