FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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