FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Pursuant to the terms of the Property Management Agreements, the Property Manager will be
responsible for, inter alia:
(a) the collection of rental income on behalf of the relevant Borrower;
(b) monitoring the repair and maintenance of the Secured Property and monitoring the payment and
administration of associated third party costs and expenses;
(c) advising each relevant Borrower in relation to leased property and overseeing the negotiation and
completion of existing and new leases;
(d) providing all information (as reasonably required) on a timely basis, including the information
required to be contained in the Quarterly Operating Reports (as described in ‘‘Summary of
Principal Documents – The Commercial Mortgage Loan Agreements – Information Covenants’’);
(e) complying with all applicable laws and regulations in all material respects; and
(f) maintaining all licenses, approvals and authorisations necessary to act in its capacity as Property
Manager.
The Property Manager has been appointed initially for a term of one year. The appointment of the
Property Manager will be renewed automatically each year unless three months’ prior notice of
termination is given by either party. The Property Management Agreements will also contain certain
termination events which entitle the appointment of the relevant Property Manager to be terminated
upon notice (including but not limited to):
(a) any breach by the Property Manager of its obligations under the Transaction Documents which
would have a material adverse effect on the Market Value of the Secured Properties and which is
not corrected in accordance with the underlying agreements (including the Property Manager Duty
of Care Agreement);
(b) subject to applicable law, the insolvency of the Property Manager; and
(c) a material adverse change in the Property Manager’s abilities to act as a property manager.
However, the termination of the appointment of the Property Manager will not be effective until a
replacement Property Manager (approved by the Management Company and the Rating Agencies) has
been appointed in accordance with the Property Management Agreement.
The Property Manager will assist the Borrowers to produce the Quarterly Operating Report detailing the
performance of the Secured Properties that it manages.
The Property Management Agreement will be governed by French law.
6. The Property Manager Duty of Care Agreement
On 21 October 2005, the Property Manager, each Borrower and the Management Company and the
relevant FCC Servicer entered into a Property Manager Duty of Care Agreement pursuant to which, inter
alia the Property Manager will provide for the benefit of certain limited covenants and representations
and warranties to be given to the Issuer, represented by the Management Company, and to the relevant
FCC Servicer, and confirm that in the performance of its duties under the Property Management
Agreement to which it is a party it owes a contractual duty of care to the Issuer, represented by the
Management Company.
Pursuant to the terms of the Property Manager Duty of Care Agreement, the Property Manager
undertakes, inter alia:
(a) to collect rental income on behalf of the relevant Borrower and to direct the tenants to pay rental
income directly into the relevant Borrower Transaction Account (held with a bank with a rating of
at least A1+/F1);
(b) to maintain systems sufficient to identify all the cash-flows and collateral applicable to the relevant
Commercial Mortgage Loans;
(c) to notify the Management Company and the relevant FCC Servicer within 10 Business Days of any
uncured payment default exceeding in any individual lease’s case u25,000 per quarter for two
consecutive quarters, or significant tenant default in any case when the cumulative uncured payment
default exceeds u37,500 per quarter.
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