FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Certain termination events will each entitle the appointment of the Property Manager to be terminated
upon notice (including but not limited to, recurrent breach of financial covenants by the Borrower in the
relevant Commercial Loan Agreement).
The Property Manager Duty of Care Agreement will be governed by French Law.
7. The Receivables Transfer and Servicing Agreement
Transfer Price
Pursuant to the Receivables Transfer and Servicing Agreement, each Lender will transfer the Receivables
in respect of the Commercial Mortgage Loan advanced by it to the Issuer against payment of a transfer
price of u104,529,027, for the Receivables to be transferred on the Closing Date by CCF, and a transfer
price of u292,870,973, for the Receivables to be transferred on the Closing Date by Société Générale.
Representations and Warranties
Each Lender (in its capacity as Seller of the Receivables and Related Rights in respect of the Commercial
Mortgage Loan advanced by it) will, pursuant to the Receivables Transfer and Servicing Agreement,
make certain representations and warranties to the Issuer, in relation to the Receivables and Related
Rights to be assigned by it to the Issuer on the Closing Date. In particular, each Seller will represent and
warrant that the Receivables and Related Rights shall comply with certain eligibility criteria, including
that each Receivable (and the attached Related Rights) exists, that each Receivable results from either
of the Commercial Mortgage Loan Agreements and consists of all principal, interest, indemnities, costs
and other amounts due from each Borrower to each Seller under the relevant Commercial Mortgage
Loan Agreement, that each Receivable is denominated and payable in Euros, that the Seller is the sole
owner of the relevant Receivables, to which, prior to the Closing Date, it has full and unrestricted title,
that each Receivable is free and clear of any right that could be exercised by third parties against the
relevant Seller or the Issuer and that each Receivable may be validly transferred to the Issuer in
accordance with the relevant provisions of the Receivables Transfer and Servicing Agreement and is not
subject to restrictions on transferability.
Related Rights
The following Related Rights shall be automatically transferred to the Issuer together with the
Receivables transferred by each Seller to the Issuer on the Closing Date:
(a) the Mortgages, whether registered or unregistered (formalisées et inscrites or formalisées et non
inscrites);
(b) the Shares Pledges;
(c) the Dailly Assignments;
(d) the Borrower Accounts Pledges;
(e) the cash collateral constituted pursuant to each Commercial Mortgage Loan Agreement to be
transferred by each Lender to the relevant Mortgage Reserve Account on the Closing Date; and
(f) the Insurance Assignments.
Servicing of the Receivables and Related Rights – Role and Duties of the FCC Servicers
Each Seller, acting in its capacity as FCC Servicer, will continue to perform the servicing of the
Receivables originated by it and sold to the Issuer.
Each FCC Servicer will undertake to ensure that there is devoted to the performance of its obligations
under the Receivables Transfer and Servicing Agreement at least the same amount of time, attention,
level of skill, care and diligence, as would be devoted if it were acting solely for its own entire benefit.
Each FCC Servicer may, subject to the prior written consent of the Management Company (not to be
unreasonably withheld) sub-contract or delegate any part of the services to be provided by it under the
Receivables Transfer and Servicing Agreement to any third party provided that, among other things, the
appointment of such third party shall not in any way discharge or exempt the relevant FCC Servicer from
any liabilities or obligations under the Receivables Transfer and Servicing Agreement, the Issuer shall
have no liability to the appointed third party, such third party accepts in substance the rights and
obligations of the relevant FCC Servicer in respect of the servicing of the Receivables transferred to the
Issuer, and the Rating Agencies have confirmed that the appointment of any such third party would not
79