MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT

 

                                                                    Exhibit 10.b

 

THIS MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT is made on 21 June 2005

 

BETWEEN:

 

(1)         FRANCE TITRISATION,   a societe anonyme incorporated under the laws of

           France,   licensed by the Autorite des marches financiers as a societe

           de   gestion,   whose   registered   office is located   at 41,   avenue de

           l'Opera,   75002   Paris   (France),    registered   with   the   Trade   and

           Companies Register of Paris under number 353 053 531, represented for

           the purposes   hereof by a duly authorised   representative   whose name

           appears on the signature page,   acting for itself and for the account

           of the FCC CROWN RECEIVABLES EUROPE (the Management Company);

 

(2)         BNP PARIBAS, a societe anonyme incorporated under the laws of France,

           whose registered office is at 16, boulevard des Italiens, 75009 Paris

           (France),   registered with the Trade and Companies   Register of Paris

           under number 662 042 449, licensed as a credit   institution in France

           by the   Comite   des   Etablissements   de   Credit   et   des   Entreprises

           d'Investissement,   represented   for   the   purposes   hereof   by a duly

           authorised   representative   whose name appears on the signature   page

           (the Custodian);

 

(3)         each of the   entities   listed in Part A of   Schedule 1 of Appendix 1,

           represented    for   the    purposes    hereof    by   a   duly    authorised

           representative   whose name appears on the signature   page (the French

           Sellers or the French Servicers);

 

(4)         each of the   entities   listed in Part B of   Schedule 1 of Appendix 1,

            represented    for   the    purposes    hereof    by   a   duly    authorised

           representative   whose name appears on the signature page (the English

           Sellers or the English Servicers,   the French Sellers and the English

           Sellers are   hereinafter   referred to collectively as the Sellers and

           the   French   Servicers   and the   English   Servicers   are   hereinafter

           referred to collectively as the Servicers);

 

(5)         CROWN   EMBALLAGE    FRANCE   SAS,   a   societe   par   action    simplifiee

           incorporated   under the laws of France,   whose   registered   office is

           located at 67, rue Arago, 93400 Saint Ouen (France),   registered with

           the Trade and Companies Register of Bobigny under number 954 200 838,

           represented    for   the    purposes    hereof    by   a   duly    authorised

           representative   whose name appears on the signature   page (the French

           Administrative Agent); and

 

(6)         CROWN PACKAGING UK PLC, a Public Limited Company   incorporated   under

           the laws of England and Wales,   whose registered office is located at

           Downsview   Road,   Wantage,   Oxfordshire,   OX12 9BP   (United-Kingdom),

           registered   under number 178090,   represented for the purposes hereof

           by a   duly   authorised   representative   whose   name   appears   on   the

           signature   page   (the   English    Administrative    Agent,   the   French

           Administrative   Agent   and   the   English    Administrative   Agent   are

           hereinafter referred to collectively as the Administrative Agents),

 

(together, the Parties and each a Party).

 

 

 

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WHEREAS:

 

A.          The Management   Company and the Custodian have decided to establish a

           fonds   commun de   creances,   known as FCC CROWN   RECEIVABLES   EUROPE,

           governed   by the   provisions   of   Articles   L.   214-43 et seq. of the

           French Code monetaire et financier   (previously Law no. 88-1201 of 23

           December 1988), of the Decree n(degree) 2004-1255 of 24 November 2004

           and the FCC Regulations   dated the same date as this   Agreement,   for

           the purposes of purchasing   Receivables   from the Sellers and issuing

           the Units.

 

B.          The Sellers wish to sell and the Management Company, on behalf of the

           FCC, wishes to purchase Receivables from the Sellers relating to Sale

           of Products   carried out by the Sellers under Contracts   entered into

           between the Sellers   and Debtors in the   ordinary   course of business

           with the benefit of all related ancillary   security and other rights,

           if any,   on the terms and   subject to the   conditions   of this Master

           Receivables Transfer and Servicing Agreement.

 

C.          It is intended   that the Senior   Units to be issued by the FCC on any

           Interest Payment Date will be subscribed by Eliopee. The Seller Units

           and the Subordinated Units will be subscribed by the Parent Company.

 

D.           The FCC   delegates   to each Seller,   acting as Servicer,   the task of

           managing and collecting the relevant   Receivables sold by it, for the

           account   of the FCC,   on the   terms   and   conditions   set out in this

           Master Receivables Transfer and Servicing Agreement.

 

E.          The   French   Sellers   and the   French   Servicers   appoint   the French

           Administrative   Agent,   and   the   English   Sellers   and   the   English

           Servicers appoint the English   Administrative   Agent, to act as their

           agent (mandataire) in connection with certain administrative tasks to

           be carried out pursuant to the Securitisation Programme.

 

IT IS HEREBY AGREED:

 

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                                    SECTION I:

                         DEFINITIONS AND INTERPRETATION

 

 

 

 

1         DEFINITIONS AND INTERPRETATION

 

1.1       INCORPORATION OF DEFINITIONS

 

In this Master   Receivables   Transfer and   Servicing   Agreement   (including   the

Recitals,   the Appendixes and the   Schedules)   (hereinafter   referred to as this

Agreement),   except as so far as the   context   otherwise   requires,   capitalised

words and   expressions   shall   have the same   meanings   as set out in the Master

Definitions Agreement of even date executed by the Parties.

 

1.2       PRINCIPLES OF CONSTRUCTION

 

This Agreement   incorporates   the principles of construction set out in clause 3

of the Master   Definitions   Agreement as though the same were set out in full in

this   Agreement.   In the event of any conflict   between the   provisions   of this

Agreement and the principles of construction   set out in the Master   Definitions

Agreement, the provisions of this Agreement shall prevail.

 

1.3       COMMON TERMS

 

This Agreement   incorporates   the common terms set out in clause 4 of the Master

Definitions Agreement as though the same were set out in full in this Agreement.

In the event of any conflict   between the   provisions of this   Agreement and the

common terms set out in the Master Definitions Agreement, the provisions of this

Agreement shall prevail.

 

 

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                                   SECTION II:

                            ASSIGNMENT OF RECEIVABLES

 

 

 

 

2         COMMITMENT TO SELL THE RECEIVABLES TO THE FCC

 

2.1       COMMITMENT TO SELL

 

Subject to the terms and conditions of this Agreement, the Sellers agree to sell

to the FCC,   on each   Transfer   Date,   all title to and   rights in the   Eligible

Receivables,   from   the FCC   Establishment   Date   (inclusive)   until   the   Final

Termination Date (exclusive).

 

2.2       ACCEPTANCE

 

Subject to the terms and conditions of this Agreement and in particular   subject

to the   satisfaction   (or waiver) of all of the conditions   precedent set out in

Schedule 6 of Appendix 1 and in Schedule 2 of the   relevant   Seller's   Appendix,

the FCC accepts the undertaking of the Sellers pursuant to Clause 2.1 and agrees

to accept the offer for sale of the Eligible Receivables made by the Sellers.

 

2.3       SELECTION OF THE RECEIVABLES

 

On each Cut-Off Date   immediately   preceding a given   Transfer Date, the Sellers

shall   select   the   Receivables   to be   offered   for sale to the FCC   through an

Individual   Transfer Offer in accordance with Clause 3.1. Each Receivable   shall

comply with the   Eligibility   Criteria   set out in Schedule 2 of Appendix 1 and,

where relevant in Schedule 1 of the relevant Seller's Appendix.

 

If, on a given Transfer Date, a Seller has transferred   one or more   Receivables

relating   to a   given   Debtor   to the   FCC in   accordance   with   the   terms   and

conditions of this Agreement,   such Seller is obligated to offer for sale to the

FCC on all subsequent   Transfer Dates all Receivables for such Debtor,   provided

that these   Receivables   shall comply with the   Eligibility   Criteria set out in

Schedule 2 of   Appendix 1 and,   where   relevant   in   Schedule 1 of the   relevant

Seller's Appendix.

 

2.4       FINANCING ELIGIBILITY CRITERIA

 

At the   latest on each   Information   Date   immediately   preceding   the   relevant

Transfer Date, the Management Company shall have verified the compliance of each

Eligible Receivable with the Financing   Eligibility Criteria set out in Schedule

23 of Appendix 1.

 

The Parties expressly acknowledge that, pursuant to the FCC Regulations,   Senior

Units and Seller Units issued by the FCC, on the FCC   Establishment   Date and on

each   subsequent    Interest   Payment   Date   are   backed   by   Eligible   Financing

Receivables only.

 

 

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3         OFFER AND ACCEPTANCE

 

The sale and transfer of the Eligible Receivables to the FCC shall be performed,

with   respect   to   each   Cut-Off   Period,    in   accordance   with   the   procedure

contemplated in Clauses 3.1 to 3.5.

 

3.1       INDIVIDUAL TRANSFER OFFER

 

No later than 10.00 a.m. on each   Information   Date   immediately   preceding   the

relevant Transfer Date:

 

(a)         each Seller   shall   deliver to the relevant   Administrative   Agent an

           Individual   Transfer   Offer   in the   form   set out in   Schedule   4 of

           Appendix 1 together   with an usable,   accurate and complete   Computer

           File   substantially in the form set out in Schedule 26 of Appendix 1,

           in which each Eligible Receivable included in the relevant Individual

           Transfer   Offer   shall be   designated   and   identified   (designee   et

           individualisee); and

 

(b)         each   Administrative   Agent shall deliver to the   Management   Company

           (with a copy to the   Custodian)   the relevant   Consolidated   Transfer

           Offer in the form set out in Schedule   19 of   Appendix 1,   comprising

           all the Individual Transfer Offers received from the relevant Sellers

           together with the corresponding   Computer File attached   thereto,   in

           accordance with Sub-clause (a) above.

 

Each   Individual   Transfer Offer shall be irrevocable and binding on each Seller

when   delivered   to the   Management   Company   through   the   intermediary   of the

relevant Administrative Agent.

 

3.2       CONSISTENCY TESTS

 

No later than 4.00 p.m.   on each   Calculation   Date   immediately   preceding   the

relevant   Transfer   Date,   the   Management   Company   shall   have   performed   the

Consistency   Tests.   Pursuant   to the   provisions   of   Part F of   Schedule   6 of

Appendix 1, should any of the Consistency Tests be not satisfied in all respects

for any   reason   whatsoever,   the FCC shall be   prohibited   from   accepting   any

Individual Transfer Offer and the corresponding   Consolidated   Transfer Offer on

that Calculation Date and on the corresponding Transfer Date.

 

3.3       ACCEPTANCE

 

Subject   to the terms and   conditions   of this   Agreement   and,   in   particular,

subject to the satisfaction   (or waiver) of the conditions   precedent set out in

Schedule 6 of Appendix 1 and,   where   relevant,   in   Schedule 2 of the   relevant

Seller's Appendix, the Management Company shall, no later than 4.00 p.m. on each

Calculation Date immediately   preceding the relevant   Transfer Date,   unless the

Management   Company   delivers a Notice of Refusal in the form of   Schedule 21 of

Appendix 1 to the relevant Administrative Agent pursuant to which any Individual

Transfer Offer received from any Seller on the relevant   Information   Date shall

be refused, accept such Individual Transfer Offer by delivering an Acceptance to

the relevant Administrative Agent, in the form of Schedule 20 of Appendix 1.

 

 

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The procedure   referred to in this Sub-clause   shall constitute an acceptance by

the Management   Company to acquire from the relevant   Seller all of the Seller's

title to, and   rights in, the   Eligible   Receivables   to be   transferred   to the

Management   Company on the following   Transfer   Date,   pursuant to the terms and

conditions of this Agreement.

 

If between the issuance of the relevant   Acceptance on the said Calculation Date

and the relevant Transfer Date (included),   any of the conditions   precedent set

out in   Schedule   6 of   Appendix 1 and,   where   relevant,   in   Schedule 2 of the

relevant   Seller's   Appendix is not any longer   fulfilled   with   respect to such

Seller,   it is   hereby   expressly   acknowledged   and   agreed   that the   relevant

Acceptance   shall be   automatically   (de plein   droit) null and void and with no

formalities in respect of the Eligible Receivables (if any) offered for transfer

in such   Individual   Transfer Offer and, the relevant   transfer of such Eligible

Receivables shall be rescinded forthwith and automatically (de plein droit).

 

3.4       NO EFFECTIVE TRANSFER

 

The Parties agree that the delivery of an Acceptance by the   Management   Company

of the Individual   Transfer   Offers shall not result in the transfer of title to

the   corresponding   Eligible   Receivables   and that the transfer of the title to

such Eligible Receivables shall only be effected in accordance with Clause 4.2.

 

3.5       NO INDEPENDENT INVESTIGATION

 

Without prejudice to the statutory   requirements of the Management Company under

all applicable   laws and   regulations,   the Parties   acknowledge   and agree that

before issuing any Acceptance,   neither the Management Company nor the Custodian

will   make   any   independent   investigation   in   relation   to   the   Seller,   the

Receivables   (including   any   Ancillary   Right),   the Debtors,   the Contracts or

compliance   with the   Eligibility   Criteria of any Debtors or   Receivables.   The

relevant   Acceptance   shall be made by the Management   Company on the assumption

that:

 

(a)         each of the   representations   and warranties   given by the Sellers as

           referred   to in   Clause   25   and   each   of   the   representations   and

           warranties   given by the   Servicers   as   referred to in Clause 26, as

           applicable,   is true   and   accurate   in all   material   respects   when

           rendered or deemed to be repeated   and that each of the   undertakings

           given by the   Sellers   as   referred   to in   Clause 25 and each of the

           undertakings given by the Servicers as referred to in Clause 26 shall

            be complied with at all relevant times; and

 

(b)         each of the   Eligibility   Criteria is satisfied on the   corresponding

           Information    Date   and   Transfer    Date,    the   compliance   of   such

           Eligibility   Criteria   being an essential and   determining   condition

           (condition   essentielle et determinante)   for the FCC, the Management

           Company and the   Custodian,   without   which the FCC,   the   Management

           Company and the Custodian would not have entered into this Agreement.

 

 

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4         ASSIGNMENT OF RECEIVABLES

 

4.1       PROCEDURE

 

Subject to acceptance by the Management Company of any Individual Transfer Offer

on each Calculation Date pursuant to Clause 3, each Seller hereby   undertakes to

perform   all   actions   set out in Clauses 4.2 and 4.3 in order to ensure that no

later than 12.00 p.m. on the   corresponding   Transfer Date all of Seller's title

to and rights in the Receivables listed in such Individual   Transfer Offer shall

be assigned to the FCC.

 

4.2       TRANSFER DOCUMENT

 

Each   transfer   of   Eligible   Receivables   together   with any   Ancillary   Rights

relating   thereto   from   any   Seller   to the FCC   shall be   performed   by way of

Transfer   Document   (acte de cession de   creances)   complying   with   Articles L.

214-43 et seq. of the French Code monetaire et financier and with the Decree.

 

No later than 10.00 a.m. on any   Transfer   Date,   the Seller,   having   issued an

Individual   Transfer Offer on the   Information   Date   immediately   preceding the

relevant   Transfer Date, shall send, via the relevant   Administrative   Agent, to

the Management Company by fax and messenger the corresponding   Transfer Document

(acte de cession de creances) in compliance   with the form set out in Schedule 5

of Appendix 1, duly executed and dated by the relevant Seller,   together with an

usable, accurate and complete Transfer File substantially in the form set out in

Schedule   26 of Appendix 1, in which each   Eligible   Receivable   included in the

relevant   Transfer   Document   shall be designated   and   identified   (designee et

individualisee).

 

No later than 12.00 p.m. on the relevant   Transfer Date, the Management   Company

shall deliver the relevant Transfer Document to the Custodian, who shall keep it

under its own responsibility in accordance with FCC Regulations.

 

4.3       EFFECT

 

Pursuant to the   provisions of Article L. 214-43 of the French Code monetaire et

financier,   the Eligible Receivables together with any Ancillary Rights relating

thereto shall be sold and   transferred   to the FCC by delivery to the Management

Company of the relevant Transfer Document.   Such transfer, as a matter of French

law, shall be valid between the FCC and the Seller and enforceable against third

parties (including the Debtors) without any further formalities, irrespective of

the law governing the Eligible   Receivables and the law of the country where the

Debtors are located,   as at the date affixed on the relevant   Transfer   Document

upon its delivery by the relevant Seller to the Management Company.   The Parties

hereby   expressly   acknowledge and agree that the relevant   transfer of Eligible

Receivables shall be automatically   and without any further formality   rescinded

(resolu de plein droit) if the Initial Purchase Price (or the Purchase Price, as

the case may be) is not paid to the relevant   Administrative Agent in accordance

with Clause 5.2.2.

 

 

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4.4       ADDITIONAL FORMALITIES

 

Notwithstanding   the   provisions   of Clause   4.3,   each of the   Sellers   and the

Management   Company   expressly   agree and   acknowledge   that the   assignment   of

Eligible   Receivables from Sellers to the FCC, in compliance with this Clause 4,

may not be enforceable   against certain Debtors until notice of the sale of such

Eligible   Receivables   has been given to the relevant   Debtor in accordance with

the law governing the Eligible Receivables (other than French law) or the law of

the country where such Debtors are located (other than French law). However, the

Management   Company (or, as the case may be, the Back-Up   Servicer)   may, at all

times,   inform the relevant Seller that it believes   appropriate to make,   carry

out or comply with such notifications,   filings,   acts,   registrations and other

formalities, as may, in the reasonable opinion of the Management Company (or, as

the   case   may be,   the   Back-Up   Servicer),   be   required   to   ensure   that the

assignment   of   the   Eligible    Receivables    becomes   enforceable   against   the

corresponding Debtors, subject always to the provisions of Clause 8.

 

4.5       NO FORMALITIES IN RELATION TO ANCILLARY RIGHTS

 

Notwithstanding   any   provision   in   this   Agreement   to   the   contrary,   and in

particular   Clause 4.3, the Parties   expressly   acknowledge   and agree that they

will not comply with the additional specific formalities, if any, which might be

required under any applicable   laws and   regulations for the transfer to the FCC

of any   Ancillary   Rights to be   enforceable   or   perfected.   Consequently,   the

Parties   expressly   acknowledge   and agree to all legal,   economic   and   factual

consequences   which may arise,   relating   to,   inter alia (but not limited   to),

validity,   efficiency,   effectiveness   or   enforceability   of   the   transfer   or

retransfer of any such Ancillary Right.

 

4.6       FAILURE TO PERFORM

 

Should any   Seller,   for any reason   which is the fault of the   Seller,   fail to

strictly perform any of the steps,   procedures or formalities   and/or to deliver

the documents as set out herein,   particularly (but without   limitation)   Clause

4.2, within the required timeframe,   such Seller shall indemnify the FCC for any

reasonable   costs incurred by the FCC directly or indirectly as a result of such

failure of the Seller.

 

5         PURCHASE PRICE

 

5.1       DETERMINATION OF THE PURCHASE PRICE

 

The Purchase Price for the Eligible Receivables offered for transfer by means of

an   Individual   Transfer   Offer on any   Information   Date   shall be equal to the

aggregate of the Net Invoices Amounts of the corresponding   Eligible Receivables

as set out in such   Individual   Transfer   Offer.   No later than 4.00 p.m. on the

Calculation   Date   immediately    preceding   the   relevant    Transfer   Date,   the

Management   Company shall notify the Purchase   Price amount for the   Transferred

Receivables to the Sellers, via the relevant Administrative Agent.

 

 

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5.2       PAYMENT OF THE PURCHASE PRICE

 

The Purchase Price for the Transferred   Receivables shall be payable in Euro and

in Sterling in accordance with Sub-clauses 5.2.2 and 5.2.3.

 

5.2.1 Computation of the Initial Purchase Price and the Deferred Purchase Price

 

In relation to each Transfer Date (other than the FCC   Establishment   Date), the

Management Company will calculate the Purchase Price, the Initial Purchase Price

and the Deferred Purchase Price with respect to the Eligible Receivables offered

for sale and transfer on such   Transfer Date and, no later than 4.00 p.m. on the

Calculation   Date   immediately    preceding   the   relevant    Transfer   Date,   the

Management   Company   shall notify such amounts to the Sellers,   via the relevant

Administrative Agent.

 

5.2.2     Payment of the Initial Purchase Price

 

The   Initial   Purchase   Price   payable in respect   of the   Eligible   Receivables

offered for sale and transfer on any   Secondary   Transfer   Date (or the Purchase

Price   payable in   respect   of the   Eligible   Receivables   offered   for sale and

transfer on any   Principal   Transfer   Date) shall be payable by the FCC no later

than 3.00 p.m. on the Secondary   Transfer Date (or the Principal   Transfer Date,

as relevant)   immediately   following the   Calculation   Date on which the Initial

Purchase Price (or the Purchase   Price,   as relevant) has been calculated by the

Management   Company, by transferring the Initial Purchase Price (or the Purchase

Price, as relevant) to the credit of the relevant   Administrative   Agent Account

by debiting the FCC General   Account,   provided that the   Administrative   Agents

shall receive the Initial Purchase Price (or the Purchase Price, as relevant) in

the   capacity as legal agent   (mandataire)   of the   Sellers in   accordance   with

Clauses 21 and 22.

 

5.2.3     Payment of the Deferred Purchase Price

 

The   Deferred   Purchase   Price   payable in respect of the   Eligible   Receivables

offered for sale and transfer on any Secondary Transfer Date shall be payable by

the FCC no later than 3.00 p.m. on the next   Secondary   Transfer   Date or at the

latest   on the next   Principal   Transfer   Date,   by   transferring   the   Deferred

Purchase   Price to the credit of the relevant   Administrative   Agent   Account by

debiting the FCC General Account,   provided that the Administrative Agents shall

receive the Deferred Purchase Price in the capacity as legal agent   (mandataire)

of the Sellers in accordance with Clauses 21 and 22.

 

5.3       DISCHARGE

 

Payment of the Purchase Price in compliance   with Clause 5.2 shall result in the

full and definitive discharge of the FCC's payment obligations in respect of the

Transferred   Receivables.   Each Seller hereby irrevocably undertakes,   that upon

payment of the Purchase Price in accordance   with Clause 5.2, it will not assert

any claim   against the FCC, and hereby   releases and waives any such claim,   for

payment by the FCC of any amounts in respect of the Purchase Price.

 

 

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6         FAILURE TO CONFORM TO THE ELIGIBILITY CRITERIA

 

6.1       REMEDIES

 

If, at any time after the execution of this   Agreement,   any Party becomes aware

that any of the Eligibility Criteria relating to any Transferred   Receivable was

false or incorrect on the corresponding   Information Date or Transfer Date, that

Party shall inform the other parties   without delay by written   notice,   and the

relevant Seller may remedy the breach by the earliest of:

 

(a)         three (3)   Business   Days from the day such Seller   becomes   aware of

           such breach; or

 

(b)         three (3) Business Days following   receipt of the written notice sent

           by any other party to this Agreement.

 

6.2       PROCEDURE

 

If the breach   referred to in Clause 6.1 is not remedied in a manner   reasonably

satisfactory   to the   Management   Company,   or is not capable of being   remedied

within the timeframe specified in the said Clause 6.1, the Parties shall:

 

(a)         subject   to the   provisions   of   Sub-clause   (b)   below,   proceed   as

           follows:

 

           (i)        no later   than   10.00   a.m.   on the next   Information   Date

                     following the expiration of the time periods in Clause 6.1,

                     the relevant Seller, via the relevant Administrative Agent,

                     shall   deliver to the   Management   Company a computer   file

                      listing,    designating    and    identifying    such   Affected

                     Receivables (designee et individualisee);

 

           (ii)       no later than 4.00 p.m. on the   Calculation   Date following

                     the    Information    Date   in   Sub-clause    6.2(a)(i),    the

                     Management   Company shall notify the relevant   Seller,   via

                     the    relevant     Administrative     Agent,    the    detailed

                     calculations of the Retransferred   Amount   corresponding to

                     such Affected Receivables;

 

           (iii)      no later than 10.00 a.m. on the   Retransfer   Date following

                     the Calculation Date in Sub-clause 6.2(a)(ii), the transfer

                      of such Affected   Receivables   shall be   automatically   and

                     without any further   formality   rescinded   (resolu de plein

                     droit);

 

           (iv)       no later than 10.00 a.m. on the   Retransfer   Date following

                      the Calculation Date in Sub-clause 6.2(a)(ii), the relevant

                     Seller, via the relevant Administrative Agent, shall credit

                     the    FCC    General    Account    with    the     corresponding

                      Retransferred Amount;

 

           (v)        in respect of each Cut-Off   Period,   each   Servicer,   by no

                     later   than 2.00   p.m.   one (1)   Business   Day   before   the

                     Payment   Date   or   Interest   Payment   Date   shall   pass   an

                     irrevocable   order for a wire   transfer   with the following

                     libelle   "Repurchases -- Crown   Securitisation"   for

 

 

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                     French   Sellers and   through   SWIFT with an MT101 order for

                     English   Sellers in   order that by no later than 10.00 a.m.

                     on the corresponding   Transfer   Date, all Retransfer Prices

                     received   in   Euro   and   in    Sterling   in   respect   of the

                     Affected   Receivables to be   repurchased are transferred to

                     the FCC Collection Account.

 

(b)         in the event that an Affected Receivable does not exist, or no longer

            exists,   the relevant   Seller and, where   applicable,   the Management

           Company,    shall   not   be    obligated    to   comply   with    Sub-clause

           6.2(a)(iii),   but shall comply with Sub-clauses 6.2(a)(i), (ii), (iv)

           and (v).

 

6.3       CONSEQUENCES

 

Compliance with Clause 6.2 shall result in the discharge and full release of any

claim   that the FCC   might   have had   against   such   Seller   on the basis of the

inaccuracy of the   representations   and warranties   with respect to any Affected

Receivable,   provided that this shall not affect the FCC's rights resulting from

any other   inaccuracy of the   representations   and   warranties in respect of any

other Transferred Receivable.

 

7         OPTION TO REPURCHASE

 

Pursuant to Article L. 214-43 of the French Code   monetaire et   financier,   each

Seller shall have the right,   but not the obligation,   to request the Management

Company to transfer back to it one or more   Defaulted   Receivables by delivering

to the   Management   Company,   no later than 10.00 a.m. on the   Information   Date

immediately preceding a Transfer Date, via the relevant Administrative Agent, an

Individual   Retransfer Request in the form set out in Schedule 25 of Appendix 1.

For the avoidance of doubt,   the Parties hereto agree and acknowledge   that such

right shall be exercised by the Sellers:

 

(a)         on an exceptional basis; and

 

(b)         because of external constraints only, such as tax reasons; and

 

(c)         only for Defaulted Receivables which are definitely unrecoverable.

 

Upon    receipt   of   an    Individual    Retransfer    Request    from   the   relevant

Administrative   Agent, the Management Company shall be free to accept or reject,

in whole or in part, the corresponding   Individual   Retransfer   Request.   If any

Individual Retransfer Request is not accepted by the Management Company by 10.00

a.m. on the Transfer Date   immediately   following the Information   Date on which

the   Individual    Retransfer   Request   was   delivered   to   it,   such   Individual

Retransfer Request shall automatically and with no formalities lapse.

 

In respect of each Cut-Off Period, each Servicer, by no later than 2.00 p.m. one

(1) Business Day before the Payment Date or Interest   Payment Date shall pass an

irrevocable order for a wire transfer with the following libelle "Repurchases --

Crown   Securitisation"   for French Sellers and through SWIFT with an MT101 order

for   English   Sellers   in   order   that   by no   later   than   10.00   a.m.   on   the

corresponding   Transfer

 

 

                                     Page 11

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Date, all Retransfer   Prices   received in Euro and in Sterling in respect of the

Defaulted   Receivables to be repurchased   are   transferred to the FCC Collection

Account.

 

8         PERFECTION OF TRANSFER AGAINST DEBTORS

 

The FCC   acknowledges   and agrees that it shall not serve any Notice of Transfer

to any Debtor unless as provided below.

 

Upon the occurrence of a Seller Termination Date with respect to any Seller, and

without   prejudice   to any   other   rights of the FCC   pursuant   to the terms and

conditions of the Securitisation   Transaction Documents,   the Management Company

(or, as the case may be, the   Back-Up   Servicer)   may serve a written   Notice of

Transfer   substantially   in the   form   set   out in   Schedule   7 of the   relevant

Seller's Appendix at any time as from the date immediately   following the Seller

Termination   Date for the purpose of   instructing   the Debtors of that Seller to

direct all future   payments   related to the Eligible   Receivables   originated by

that Seller to the FCC.

 

9         LIQUIDATION OF THE FCC

 

Pursuant to the provisions of the Decree,   the   Management   Company may or shall

decide to liquidate the FCC in accordance with, and subject to the provisions of

the FCC Regulations.

 

In the   event   that the   Management   Company   decides   to   liquidate   the FCC in

accordance with the provisions of the FCC   Regulations,   it shall be entitled to

offer to the relevant   Seller the   possibility   to   repurchase   the   outstanding

Transferred   Receivables in whole, but not in part, within a single transaction,

for a repurchase   price   determined in accordance with the provisions of the FCC

Regulations.   In such event,   the relevant   Seller shall have the   discretionary

right to refuse such proposal.

 

The   relevant   Seller   shall not be   entitled   to accept   the offer   made by the

Management   Company unless the repurchase   price applicable to the retransfer of

the   Transferred   Receivables   is equal to the market value of such   Transferred

Receivables,   provided   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   Units after the

payment of all   liabilities of the FCC ranking higher in the Orders of Priority,

failing which such   retransfer   of the   Transferred   Receivables   shall not take

place.   If the relevant   Seller   accepts the   Management   Company's   offer,   the

assignment   of the   Transferred   Receivables   shall take place   within   five (5)

Business Days   following that   acceptance and the relevant   Seller shall pay the

repurchase price by wire transfer to the credit of the relevant FCC Account.

 

If the relevant Seller refuses the Management   Company's   offer,   the Management

Company   will   use its best   endeavours   to   assign   the   remaining   outstanding

Transferred   Receivables to a credit institution or such other entity authorised

by the French law and regulations to acquire the Transferred   Receivables   under

similar terms and conditions.

 

The Management Company shall liquidate the FCC on the FCC Liquidation Date.

 

 

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Any Liquidation Surplus (boni de liquidation) shall be paid to the holder of the

Subordinated   Units as final   payment   of   principal   and   interest   of the said

Subordinated Units.

 

 

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                                  SECTION III:

                     SERVICING AND COLLECTION OF RECEIVABLES

 

 

 

 

10        APPOINTMENT OF THE SERVICERS

 

10.1      APPOINTMENT AND RESPONSIBILITIES

 

Pursuant to the   provisions of Article L. 214-46 of the French Code monetaire et

financier,   each Seller,   acting in its capacity as Servicer,   will   continue to

perform the management,   servicing and collection of the Transferred Receivables

originated by it and sold to the FCC.

 

To this end, the Management   Company hereby appoints each Servicer,   with effect

from the FCC   Establishment   Date, as its legal agent   (mandataire)   pursuant to

Articles 1984 et seq. of the French Code civil to act solely   (conjointement   et

sans   solidarite)   on   behalf   of the FCC in   connection   with   the   management,

collection and servicing of the Transferred   Receivables originated by it in its

capacity as Seller, which shall include:

 

(a)         performing   all    functions,    duties   and    obligations    under   the

           Securitisation   Transaction   Documents   to which   the   Servicer   is a

           party;

 

(b)         establishing and maintaining   each of the Collection   Accounts in the

           name of the Servicer   with the relevant   Collection   Account Bank and

           operating the Collection Accounts;

 

(c)         collecting   all sums due in relation to the   Transferred   Receivables

           into   the   Collection    Accounts,    including   taking   any   necessary

           enforcement    action    against    the    Debtors   of   the    Transferred

           Receivables;

 

(d)         providing certain data administration and cash management services in

           relation to the Transferred Receivables and reporting three times per

           month on the performance of the Transferred Receivables; and

 

(e)         performing those other functions as specifically provided for in this

            Agreement,

 

in all such cases on behalf of the FCC as provided for in this Agreement and the

Securitisation Transaction Documents.

 

10.2      ACCEPTANCE OF APPOINTMENT

 

Each   Servicer   accepts the   appointment   under   Clause 10.1 under the terms and

conditions of this Agreement.

 

In the event that a new Seller accedes, from time to time, to the Securitisation

Programme pursuant to Clause 24.3:

 

 

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(a)         the FCC shall appoint, pursuant to this Clause 10, such new Seller as

           a new Servicer under the terms and conditions of this   Agreement,   in

           connection with the Transferred Receivables originated by such Seller

           in its capacity as Seller; and

 

(b)         such new Seller   shall   accept such   appointment   under the terms and

           conditions of this Agreement.

 

10.3      AUTHORITY OF THE SERVICERS

 

During   the term of   appointment   under this   Agreement,   each   Servicer   shall,

subject to the terms and   conditions   of this   Agreement,   have the full   power,

authority   and   right   to do or cause   to be done   any and all   things   which it

reasonably   considers   necessary,   desirable or convenient for, or incidental to

the   performance   of its   duties,   but   always   subject to   compliance   with the

Servicing Procedures and provide that no action shall be taken which affects the

FCC's or the Servicer's rights under the Securitisation   Transaction   Documents.

Furthermore, each Servicer shall ensure that there is devoted to the performance

of its   obligations   under this   Agreement   (including but not limited to, doing

what is necessary to collect all amounts owed by the Debtors in connection   with

the Transferred Receivables) 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 Servicer   shall only provide to the FCC the limited duties and services set

out in this   Agreement.   The   Servicers   shall have no authority   whatsoever   in

determining   operation and financial   policies in respect of the   Securitisation

Programme   and each   Servicer   acknowledges   that all powers to   determine   such

policies (including the determination of whether or not any particular policy is

for the benefit of the   Securitisation   Programme)   are,   and shall at all times

remain,   vested in the FCC. The   Servicers   shall not be conferred any powers to

enter into contracts in the name of the FCC.

 

11        SUB-CONTRACTS

 

11.1.       Subject to the provisions   herein,   each Servicer may sub-contract or

           delegate any part of the administrative services to be provided by it

           under this Agreement to any third party provided that:

 

(a)         notwithstanding   any   provisions to the contrary,   including   without

           limitation,   in the   contractual   arrangements   between the   relevant

           Servicer and such   appointed   third party,   the   appointment   of such

           third party shall not in any way release or   discharge   the   relevant

           Servicer from liability   under this Agreement and exempt the relevant

           Servicer from any liabilities or obligations under this Agreement;

 

(b)         the FCC shall   have no   liability   to the   appointed   third   party in

           relation   to any cost,   claim,   charge,   loss,   liability,   damage or

           expense suffered or incurred by such third party;

 

 

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(c)         such third party accepts in substance the rights and   obligations   of

           the   relevant   Servicer   in   respect   of   the   management   and of the

           servicing of the Transferred Receivables;

 

(d)         such   third   party   irrevocably   waives   all   rights   of   contractual

           recourse (responsabilite contractuelle),   of any form, nature, and on

           any ground,   which it may have against the FCC until one year and one

           day has elapsed following the Legal Maturity Date;

 

(e)         the   appointment   of such third party shall   comply with the relevant

           provisions   of the French   Code   monetaire   et   financier   and of the

           Decree; and

 

(f)         the appointment of any such third party shall be subject to the prior

           written consent of the Management Company, which consent shall not be

           unreasonably withheld.

 

11.2 Without   prejudice to Clause 11.1, the Parties   acknowledge   and agree that

each   Servicer has delegated to Crown   Emballage   France SAS in France and Crown

Packaging   UK   PLC   in   the    United-Kingdom,    respectively,    certain   of   its

administrative   duties   relating to the   Debtors   credit   monitoring,   invoicing

process, collection,   chasing-up,   calculations and reporting to be performed by

each Servicer. It being understood that, notwithstanding such delegation:

 

(a)         the Management Company shall, except to the extent provided otherwise

           in the Securitisation   Transaction   Documents,   deal exclusively with

           the   relevant   Servicer   (or the   relevant   Administrative   Agent) in

           respect   of   matters   relating   to the   performance   by the   relevant

           Servicer   of its   obligations   under   this   Agreement   and any notice

           given,   demand or other   communication   made to the relevant Servicer

           shall be   deemed to be given or made to the   relevant   Administrative

           Agent and vice versa;

 

(b)         the   relevant   Servicer   shall be   responsible   for   providing   Crown

           Emballage   France SAS or, as the case may be, Crown   Packaging UK PLC

           with any notice given to such Servicer under this   Agreement,   to the

           extent, in the judgment of the relevant Servicer that it is necessary

           to do so; and

 

(c)         the relevant   Servicer shall ensure that Crown   Emballage   France SAS

           or,   as the   case   may   be,   Crown   Packaging   UK PLC   expressly   and

           irrevocably   undertakes to waive all rights of   contractual   recourse

           (responsabilite   contractuelle),   of   any   form,   nature,   and on any

           ground,   which it may have against the FCC until one year and one day

           has elapsed following the Legal Maturity Date.

 

12        COLLECTION ACCOUNTS

 

12.1      BANK ACCOUNTS

 

Each Servicer   confirms that, as at the date of this Agreement,   each Collection

Account set out in Schedule 3 of Appendix 1 in respect of each such Servicer has

been   established with the relevant   Collection   Account Bank and it has entered

into a

 

 

                                     Page 16

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Collection   Account   Bank   Agreement   as necessary   under   applicable   French or

English law with each   Collection   Account Bank   regulating the operation of the

relevant account.

 

12.2      COLLECTION ACCOUNT SECURITY AGREEMENT

 

Each Servicer   participating in the   Securitisation   Programme as a Seller shall

have executed and perfected,   pursuant to applicable French or English law, with

the FCC   and,   as the   case   may be,   the   relevant   Collection   Account   Bank a

Collection   Account   Security   Agreement in respect of its   Collection   Account,

pursuant to which the rights and interest of the FCC in the amounts   standing at

any time to the   credit of each   Collection   Account   shall be   secured   for the

benefit of the FCC. Such Collection Accounts will be established for the purpose

of the   Securitisation   Programme   in the form of French   "comptes   specialement

affectes" for the French Servicers and trust accounts for the English Servicers.

Any relevant Collection Account Security Agreement supersedes and/or supplements

the relevant Collection Account Bank Agreement entered into on or before the FCC

Establishment Date.

 

12.3      CHANGES TO COLLECTION ACCOUNTS

 

Each Servicer undertakes to the FCC that it will maintain each of the Collection

Accounts in its current form with the relevant Collection Account Bank, and each

Servicer   undertakes   that it will not   make any   changes,   other   than   changes

necessary under   applicable   law, to any Collection   Account save as provided in

Sub-clause below.   Each Servicer   undertakes not to create or permit to arise or

subsist any security   interest   whatsoever over or in relation to any Collection

Account save as permitted pursuant to the FCC Transaction Documents.

 

Each Servicer shall be entitled to change a Collection Account provided that:

 

(a)         it   notifies   all   relevant   Debtors   of the new   Collection   Account

           details   and   instructs   the   relevant   Debtors to make   payments   in

           respect of the Transferred Receivables to the new Collection Account;

 

(b)         the   relevant   Collection   Account Bank has a short term rating of at

           least P-1 by Moody's;

 

(c)         it maintains,   in accordance   with the terms of this   Agreement,   any

           Collection   Account being replaced by the new Collection   Account for

           at least twelve (12) months after complying with Sub-clause (a); and

 

(d)         the new Collection   Account becomes   subject to a Collection   Account

           Security Agreement, pursuant to applicable French or English law.

 

12.4      COLLECTION ACCOUNT BANK RATING

 

If the short term rating by Moody's of any   Collection   Account   Bank shall fall

below P-1,   the   relevant   Servicer   shall,   within 15   calendar   days after the

occurrence of such event:

 

 

                                    Page 17

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(a)         terminate the Collection Account Bank Agreement; and

 

(b)         replace   such    Collection    Account   Bank   in   accordance   with   the

           requirements of Clause 12.3.

 

12.5      ADDITIONAL COLLECTION ACCOUNTS

 

Each Servicer undertakes, where necessary, to establish an additional Collection

Account in respect of any new Seller and to enter into a Collection Account Bank

Agreement and a Collection   Account Security   Agreement with each bank with whom

such additional Collection Account is maintained, in each case, on substantially

similar   terms as any   agreements   entered into under   Clauses 12.1 and 12.2 and

with the prior   approval of the   Management   Company,   such   approval   not to be

unreasonably withheld.

 

Each   Servicer   shall   notify the account   number of any   additional   Collection

Account   to   the   Management    Company   promptly   after   the   account   has   been

established.

 

12.6      OPERATION OF ACCOUNTS

 

Each Servicer shall operate each of the Collection   Accounts in accordance   with

this   Agreement,   subject to the provisions of the relevant   Collection   Account

Bank Agreement, Collection Account Security Agreement and applicable law.

 

Furthermore,   each of the Servicers and the Administrative   Agents undertakes to

the Management   Company and the Custodian that it will not give any   instruction

to transfer funds from any of the Collection Accounts unless such instruction is

given in   accordance   with its duties   under,   and subject to the terms of, this

Agreement,   the Collection   Account Bank   Agreement and the   Collection   Account

Security Agreement.

 

12.7      COLLECTION RECORDS

 

Each Servicer shall establish and maintain   records in respect of its Collection

Accounts and such records shall allow for the separate identification of all FCC

Collections   received   in   respect   of each   Transferred   Receivable   into   that

Collection   Accounts on each Business   Day,   provided that such records shall at

all times include all historical   entries in the   Collection   Accounts since the

FCC Establishment Date.

 

The   Servicers   or, as the case may be, the   Administrative   Agents,   shall make

available   as soon as   possible   upon   request   such   records to the   Management

Company and the Custodian.

 

13        COLLECTIONS OF RECEIVABLES

 

13.1      COLLECTIONS

 

Subject   to and in   accordance   with   the   provisions   of this   Agreement,   each

Servicer shall:

 

 

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(a)         collect    all   amounts   due   from   the   Debtors   in   respect   of   the

           Transferred Receivables in an efficient and timely manner; and

 

(b)         in   connection   with   the   FCC   Collections,   present   all   documents

           necessary,   including bank payments undertakings,   in support of such

           amounts due from any Debtor to the relevant   Collection   Account Bank

           in an efficient and timely manner.

 

13.2      RECONCILIATION OF THE COLLECTIONS

 

In respect of each Collection   Period,   each Servicer shall on the corresponding

Transfer Date,   determine with respect to each amount credited into the relevant

Collection   Account during that Collection   Period, if such amount is (i) an FCC

Collection or (ii) any other Collection.

 

13.3      INSTRUCTIONS TO THE COLLECTION ACCOUNT BANKS

 

In respect of each Collection Period, each Servicer,   by no later than 2.00 p.m.

one (1)   Business Day before the Payment Date or Interest   Payment   Date,   shall

pass   an   irrevocable   order   of a wire   transfer   with   the   following   libelle

"Collections -- Crown   Securitisation" for French Sellers and through SWIFT with

an MT101 order for English Sellers, in order that by no later than 10.00 a.m. on

the   corresponding   Payment Date or Interest   Payment Date, all FCC   Collections

received in Euro and in Sterling in respect of the   Transferred   Receivables are

transferred to the FCC Collection Account.

 

Upon the   occurrence of a Servicer   Trigger Event and by no later than 9.00 a.m.

on each   calendar   day,   all amounts,   in Euro or in   Sterling,   standing to the

credit of each   Collection   Account at close of business on the   preceding   day,

shall be automatically   transferred to the FCC Collection   Account in accordance

with the provisions of the relevant Collection Account Security Agreement.

 

13.4      DILUTIONS

 

In respect of each Cut-Off Period, each Servicer, by no later than 2.00 p.m. one

(1) Business Day before the Payment Date or Interest Payment Date, shall pass an

irrevocable   order of a wire transfer with the following   libelle   "Dilutions --

Crown   Securitisation"   for French Sellers and through SWIFT with an MT101 order

for English   Sellers in order that by no later than 10.00 a.m.   on each   Payment

Date or Interest Payment Date immediately following that Cut-Off Period, all New

Dilutions in Euro and in Sterling in respect of the Transferred   Receivables are

transferred to the FCC General Account.

 

If a Servicer Trigger Event occurs during the Amortisation   Period,   each Seller

shall transfer by no later than 10.00 a.m. on the immediately following Interest

Payment Date or Payment Date, as relevant, the Dilution Reserve Shortfall.

 

 

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13.5      APPORTIONMENT OF COLLECTIONS

 

Each   Servicer   agrees that if a Debtor makes a general   payment to a Collection

Account   which   includes   the payment of one or more   Receivables   and any other

monies due,   and such   Debtor   makes no   apportionment   as to the   payment,   the

Servicer   shall   apply such   payment   firstly to any   amount due   pursuant   to a

relevant Transferred Receivable secondly to any other Receivable due and thirdly

to any other payment.

 

14        CONTRACTUAL DOCUMENTS AND FILES

 

The    Custodian   is   charged   with   the   custody   of   the   assets   of   the   FCC.

Nevertheless,   in   accordance   with the   provisions of Article 20 of the Decree,

each   Servicer   shall   act as   depository   of the   Transferred   Receivables,   in

compliance with the following cumulative conditions:

 

(a)         the Custodian shall ensure,   under its own liability,   the custody of

           the Transfer Documents (actes de cession de creances)   evidencing the

           assignment of such Transferred Receivables to the FCC; and

 

(b)         each Servicer shall ensure,   under its own liability,   the custody of

           the Files and   other   agreements   and   instruments   relating   to such

           Transferred   Receivables,   shall   implement   to that   effect   custody

           procedures and shall procure that a regular and independent   internal

           supervision of such procedures is carried out annually.

 

Consequently,   each Servicer   shall   maintain,   implement and keep the Files and

accounting,   management and administrative   information systems,   procedures and

records in a form which is   adequate   (i) to   generate   accurate,   complete   and

reliable information regarding the portfolio of Transferred Receivables and in a

manner such that the   Transferred   Receivables   are   designated   and   identified

(designees   et   individualisees)   on any date,   (ii) to enforce the   Transferred

Receivables   without any delay,   (iii) to identify   in an   efficient   and timely

manner   the   aggregate   of   all   FCC    Collections,    any   New   Dilutions,    any

Unanticipated   Dilutions   and   any   Consumed   Anticipated   Dilutions,    and   any

Recoveries in relation to the   Transferred   Receivables and (iv) to identify the

Files from the records and other documents which relate to other   receivables or

agreements maintained by or on behalf of the Servicer or any other person.

 

Each   Servicer   shall deliver to, or procure the delivery to the Custodian of, a

Custody   Procedures Report in the form set out in Schedule 7 of Appendix 1 which

shall contain (i)   sufficient   information in order for the Custodian to be able

to verify that appropriate safe custody procedures are in place to guarantee the

existence and the safekeeping of the   Transferred   Receivables and the Ancillary

Rights   attached   thereto   (if any) and that   the   Transferred   Receivables   are

managed   and   serviced   for the   exclusive   benefit   of the   FCC,   and   (ii) the

conclusions   of   the   internal   review   referred   to   above,    together   with   a

certificate   certifying the conformity   between the Transferred   Receivables and

the corresponding Files.

 

Upon the   occurrence   of a   Servicer   Termination   Date in   relation   to a given

Servicer,   such Servicer shall, in respect of the Transferred   Receivables   then

outstanding,

 

 

                                    Page 20

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immediately   deliver,   or procure the delivery,   to the Back-Up   Servicer of the

Files which shall be kept in safe custody and under its control   until 12 months

after the termination of the mission of the Back-Up Servicer,   provided that the

relevant   Servicer   shall have the right to make and retain   such   copies of any

such records as it desires.

 

It is expressly agreed that each Servicer shall perform its   undertakings   under

this Clause 14 at its own cost and expense.

 

15        MANAGEMENT OF THE DEBTOR ACCOUNTS

 

In accordance with the Servicing Procedures,   each Servicer shall procure that a

Debtor Account in respect of each Debtor is established   and   maintained,   which

shall set out the following information:

 

(a)         the Outstanding Amount of the Transferred Receivables of that Debtor;

 

(b)         all FCC Collections   received on the relevant   Collection   Account in

           respect of the Transferred Receivables of that Debtor;

 

(c)         the amounts of Latent   Anticipated   Dilutions,   Consumed   Anticipated

            Dilutions and   Unanticipated   Dilutions in respect of the Transferred

           Receivables corresponding to each Debtor;

 

(d)         the sum of the   amounts   still   unpaid in respect of any   Transferred

           Receivables   which   is a   Defaulted   Receivable   in   respect   of each

           Debtor;

 

(e)         all   amounts in respect of   Recoveries   in respect of each   Defaulted

           Receivable corresponding to each Debtor; and

 

(f)         more generally,   all information   data and calculation data which are

           to be included in each Individual Report,

 

provided that:

 

           (i)        each   Debtor    Account    shall   record   at   all   times   all

                     historical   entries in that Debtor Account as from the date

                      on which the corresponding   Receivable is identified in the

                     accounting system of the relevant Seller;

 

           (ii)       all data must be recorded on a   Transferred   Receivable   by

                     Transferred   Receivable   basis and, where   relevant,   on an

                     aggregate basis; and

 

           (iii)      all data must be recorded in the relevant Debtor Account by

                     the relevant Servicer in an efficient and timely manner.

 

 

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16        REPORTS

 

16.1      INDIVIDUAL REPORT

 

No later than 10.00 a.m. on each   Information   Date, each Servicer shall provide

the   relevant   Administrative   Agent   with   the   Individual   Report   in form and

substance as provided in Schedule 14 of Appendix 1.

 

16.2      CONSOLIDATED REPORT

 

No later than 10.00 a.m. on each Information   Date, the relevant   Administrative

Agent shall provide the Management   Company with the Individual   Reports and the

Consolidated   Report for the   immediately   preceding   Cut-Off Period in form and

substance as provided in Schedule 15 of Appendix 1.

 

16.3      ADDITIONAL INFORMATION

 

Each Servicer shall   provide,   within five (5) Business Days of receiving such a

request   from   the   Management   Company   or   Custodian,   additional   information

relevant   to the   Transferred   Receivables   (including   information   related   to

enforceability or collectability of the Transferred   Receivables),   the Sellers,

the Servicers,   the Debtors or the Collection Accounts as the Management Company

or the Custodian may from time to time reasonably require for the performance of

their obligations under the Securitisation Transaction Documents.

 

17        ENFORCEMENT

 

In the event of default by any Debtor in relation to a   Transferred   Receivable,

the relevant Servicer shall apply the Servicing Procedures, or to the extent the

Servicing   Procedures   are not   applicable   to the   default   in   question,   such

Servicer shall act in a wise and prudent manner provided that:

 

(a)         any   substantial   amendment   to   or   substitution   of   the   Servicing

           Procedures   requires   the prior   written   consent   of the   Management

           Company;

 

(b)         in taking such action in relation to any   particular   Debtor which is

           in default,   the Servicer shall apply the Servicing Procedures unless

           the Servicer:

 

           (i)        has obtained prior written instructions from the Management

                     Company,   acting   always   in   the   best   interests   of   the

                     Unitholders,   setting   forth   the   actions   to be   taken in

                     relation to the particular default;

 

           (ii)       reasonably   believes   that in not   applying   the   Servicing

                      Procedures,   it will enhance recovery prospects or minimise

                     loss relating to the Transferred Receivables; and

 

           (iii)      notifies   the   Management    Company   in   advance   and   with

                     sufficient   detail concerning the particular Debtor and the

                     corresponding

 

 

                                    Page 22

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                     Transferred   Receivable   so   as   to   allow   the   Management

                     Company   to object to the   action   proposed   to be taken by

                     the Servicer.

 

In performing their obligations under this Agreement, the Servicers shall comply

with   all    requirements   of   applicable    laws,    regulations   and   directives,

administrative requirements,   licence, authorisation, or injunctions made by any

applicable   government,   supra-national   body,   state,   municipality,   district,

canton,   authority,   court or tribunal   that are   relevant to the   Servicers   in

performing their   obligations under this Agreement.   In addition,   the Servicers

shall have obtained from the   Management   Company,   and the   Management   Company

undertakes to provide the Servicers with any appropriate   power of attorney,   if

necessary, in order to perform their obligations under this Agreement.

 

18        RECORDS

 

18.1      MAINTENANCE OF RECORDS

 

Each Servicer shall   maintain the back-up system   implemented by the Crown Group

in the event of the destruction, loss or damage of the information regarding the

Transferred Receivables.

 

18.2      ACCESS TO RECORDS

 

If the   information   provided to the Management   Company or the Custodian by the

relevant   Servicer pursuant to Clause 16.3 is not satisfactory in the reasonable

opinion of the Management   Company or the Custodian,   the Management   Company or

the   Custodian   (represented   by their duly   authorised   officers,   employees or

agents) shall be permitted, subject to a two (2) Business Days prior notice:

 

(a) to access to the relevant Servicer premises during normal business hours, in

order to:

 

           (i)        verify,    audit   and   inspect   all   information,    systems,

                     records, books and contractual   documentation maintained by

                     it relating to the Transferred Receivables; and

 

           (ii)       copy   all    information,    systems,    records,    books   and

                     contractual   documentation maintained by it relating to the

                     Transferred Receivables to the extent strictly necessary to

                      preserve the   Management   Company or the   Custodian   rights

                     under the FCC Transaction Documents;

 

(b)         to inspect and satisfy itself that the electronic systems used by the

           relevant    Servicer   in   relation   to   the   Transferred    Receivables

           designate   and   identify    (identifient   et    individualisent)    each

           Transferred   Receivable and provide the   Management   Company with the

           information to which the Management   Company is entitled   pursuant to

           the   FCC    Transaction    Documents   and   the    applicable    laws   and

           regulations; and

 

 

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(c)         to take   other   reasonable   steps to   verify   or   obtain   information

           concerning any of the Transferred Receivables,

 

provided that any   reasonable   and justified   costs   incurred by the   Management

Company and the   Custodian   under this Clause 18.2 shall be paid by the relevant

Servicer.

 

18.3     AUDIT OF THE COMPUTER FILES, THE INDIVIDUAL REPORTS AND THE CONSOLIDATED

        REPORTS

 

Notwithstanding   Clause   18.2,   the   Reporting   Auditor   shall audit on a yearly

basis, in the name and on behalf of the Management Company, the process relating

to the production of the Computer   Files,   Individual   Reports and   Consolidated

Reports related to a given French Seller and a given English Seller.

 

If the   results   of the   audit   carried   out by the   Reporting   Auditor   are not

satisfactory in the reasonable opinion of the Management Company,   the Reporting

Auditor,   acting in the name and on behalf of the Management   Company,   shall be

entitled to audit the process   relating to the production of all Computer Files,

Individual   Reports and   Consolidated   Reports of all French Sellers and English

Sellers.

 

18.4      ADJUSTMENTS

 

In the event that any amount paid pursuant to this Agreement shall be determined

(after   consultation   between the parties in good faith) to have been incorrect,

the   Parties   shall   again   consult   in good   faith in   order   to agree   upon an

appropriate method for rectifying such error so that the amounts received by all

relevant   parties are those which they would have   received if no such error had

been made.

 

19        SERVICING FEE

 

In   consideration   for   all   services   performed   by the   Servicers   under   this

Agreement which relate to the collection and   administration   of the Transferred

Receivables, the FCC shall pay:

 

(a)         for the   collection   and   management   activities   in   relation to the

           relevant Transferred   Receivables (including   administrative activity

           and reminders which can not be qualified as recovery   activity),   the

           Servicing   Fee to each   Servicer,   subject to the   relevant   Order of

           Priority. Such Servicing Fee shall be paid on each Principal Transfer

           Date; and

 

(b)         for the recovery activities that the Servicers may provide in respect

           of the relevant   Transferred   Receivables,   an all inclusive recovery

           fee   (which   shall    include    value   added   tax,   if   any,   and   any

           disbursements   whatsoever).   The   recovery fee in respect of recovery

           services   shall be   payable   on the   first   Principal   Transfer   Date

           following   receipt by the   Management   Company of an invoice from the

           relevant   Servicer   evidencing the provision of recovery   services by

           it.

 

 

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Without prejudice to the right to receive the Servicing Fee or the recovery fee,

as the case may be,   the   Servicers   shall   not be   entitled   to any   additional

compensation for the performance of their obligations under this Agreement.

 

20        TERMINATION OF APPOINTMENT

 

20.1      SERVICER TERMINATION DATE

 

Upon the   occurrence   of a   Servicer   Termination   Date   (other   than a Servicer

Termination Date due to an Early Amortisation Event) in respect of any Servicer:

 

(a)         the Management Company shall be entitled to terminate the appointment

           of the relevant   Servicer   (but not any other   Servicer) by notifying

           such termination in writing to such Servicer and to the corresponding

           Administrative    Agent,   provided   that   this   termination   shall   be

           automatically   (de plein   droit)   effective   as from the date of such

           notification;

 

(b)         the   Management   Company shall be entitled to substitute   the Back-Up

           Servicer to the Servicer, pursuant and subject to Clause 20.3; and

 

(c)         notwithstanding   the   termination of the   appointment of the relevant

           Servicer,   the   representations,   warranties and undertakings of that

           Servicer   shall   survive for so long as there   continues to exist any

           obligation of that Servicer under this Agreement.

 

20.2      ADMINISTRATIVE AGENT TERMINATION DATE

 

Upon the occurrence of an   Administrative   Agent Termination Date (other than an

Administrative   Agent   Termination Date due to an Early   Amortisation   Event) in

respect of any Administrative Agent:

 

(a)         the   Administrative   Agent   Termination Date shall also be a Servicer

           Termination Date with respect to each and every Servicer   (whether or

           not there is any   Servicer   Event of Default)   having   appointed   the

           relevant   Administrative   Agent,   with   the   consequences   set out in

           Clause 20.1;

 

(b)         the   appointment   of   the   relevant   Administrative   Agent   shall   be

           automatically   (de   plein   droit)   terminated   with   effect   from the

           termination   date of the   appointment of all the relevant   Servicers;

           and

 

(c)         notwithstanding   the   termination of the   appointment of the relevant

           Administrative     Agent,    the    representations,     warranties    and

           undertakings of such   Administrative   Agent shall survive for so long

           as there   continues to exist any   obligations of such   Administrative

           Agent under this Agreement.

 

20.3      SUBSTITUTION

 

Upon the   occurrence   of a   Servicer   Termination   Date   (other   than a Servicer

Termination Date due to an Early Amortisation Event) in respect of any Servicer,

the   Management   Company shall be entitled   (but not obliged) to substitute   the

Back-Up

 

 

                                    Page 25

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Servicer,   in   relation to such   Servicer's   rights and   obligations   under this

Agreement   in   accordance   with,   and subject to, the   provisions   of Article L.

214-46 of the French   Code   monetaire   et   financier.   In   connection   with such

substitution:

 

(a)         the Back-Up Servicer shall be a credit institution;

 

(b)         the   Management   Company (or the Back-Up   Servicer)   shall inform the

           Debtors of the   Transferred   Receivables   originated   by the relevant

           Servicer   of   the   transfer   of   the   servicing   of   the   Transferred

           Receivables to the Back-Up Servicer by delivering to the said Debtors

           a written   Notice of   Transfer   substantially   in the form set out in

           Schedule 7 of the relevant Seller's Appendix; and

 

(c)         the Management   Company (or the Back-Up   Servicer)   shall notify such

           Debtors,   by means of such Notice of   Transfer,   to make all payments

           with respect to the   Transferred   Receivables   to the FCC   Collection

           Account   or to any new bank   accounts   opened   in the name or for the

           benefit of the FCC.

 

Upon the occurrence of an   Administrative   Agent Termination Date (other than an

Administrative   Agent Termination Date due to an Early Amortisation   Event), and

consequently   the Servicer   Termination   Date in respect of each Servicer having

appointed the relevant   Administrative   Agent,   the Management   Company shall be

entitled (but not obliged) to substitute,   in relation to such Servicers' rights

and obligations under this Agreement,   the Back-Up Servicer.   In connection with

such termination, the provisions of this Sub-clause shall apply mutatis mutandis

to each such Servicer.

 

20.4      REDELIVERY OF RECORDS

 

Upon the termination of the appointment of a Servicer, the relevant Servicer and

the relevant   Administrative   Agent (to the extent that it holds records for the

account of that Servicer) shall:

 

(a)          to the   fullest   extent   permitted   by   applicable   law,   immediately

           deliver and make available to the Management Company or the Custodian

           (or any person   appointed by them)   originals   of the Files,   records

           (including,   without   limitation,    computer   records   and   books   of

           records,   relating in particular to the relevant   Collection Accounts

           and the Debtor Accounts), accounts, papers, registers, computer tapes

           and discs (or duplicates   thereof),   statements,   correspondence   and

           documents   in its   possession   or under its   control   relating to the

           relevant   Transferred   Receivables   and any   funds   or   other   assets

           (including   the FCC   Collections)   then held by the   Servicers or the

           relevant Administrative Agent (to the extent it holds records for the

           account of that Servicer) on behalf of the Management   Company or the

           Custodian; and

 

(b)         immediately   take such action related to the redelivery of records as

           the Management   Company or the Custodian (or any person   appointed by

           them) may reasonably require.

 

 

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20.5      DUTIES OF THE BACK-UP SERVICER

 

With effect from the FCC   Establishment   Date,   pursuant   to the   provisions   of

Article L. 214-46 of the French Code   monetaire   et   financier,   the   Management

Company has appointed GE Factofrance,   as Back-Up   Servicer,   in order to act on

behalf of the FCC in performing certain duties in connection with the management

and the   collection of the   Transferred   Receivables,   in accordance   with,   and

subject to, the provisions of the Back-Up Servicing Agreement.

 

20.6      FEES UPON TERMINATION

 

Upon   termination of appointment of a Servicer,   such Servicer shall be entitled

to receive the part of the   Servicing Fee referred to in Clause 19 accrued up to

the date on which the relevant   Servicer Event of Default occurred but shall not

be entitled to any other or further   compensation.   Such   Servicing Fee shall be

paid by the   Management   Company on the date payable under this   Agreement if no

termination had occurred, subject always to the provisions of this Agreement and

of any other FCC Transaction Document.

 

 

                                    Page 27

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                                   SECTION IV:

             RELATIONSHIP BETWEEN THE PARTIES AND CHANGES TO PARTIES

 

 

 

21        APPOINTMENT OF THE FRENCH ADMINISTRATIVE AGENT

 

21.1      APPOINTMENT AND AUTHORITY OF THE FRENCH ADMINISTRATIVE AGENT

 

Each French Seller and each French   Servicer,   acting solely   (conjointement   et

sans   solidarite)   between   each of them and with each of the other   Sellers and

Servicers,   hereby appoints the French   Administrative   Agent as its legal agent

(mandataire)   pursuant to Articles 1984 et seq. of the French Code civil to take

such   action in its name and on its   behalf and to   exercise   and carry out such

powers, discretions,   authorities and duties as specifically provided under this

Agreement   and   such   powers   as   the   French   Administrative   Agent   reasonably

considers as incidental   thereto,   in all cases in the name and on behalf of the

French Sellers and the French Servicers.

 

Without   any   limitation   to   the   generality   of   the   foregoing,    the   French

Administrative Agent shall:

 

(a)         perform,   in the name and on behalf of the   French   Sellers,   all the

           steps required under the operational procedure contemplated in Clause

            3 in relation to the sale and transfer of the Eligible Receivables to

           the FCC; and

 

(b)         perform,   in the name and on behalf   of the   French   Sellers   and the

           French   Servicers,   the following   obligations in accordance with the

           provisions of the FCC Transaction Documents:

 

           (i)        deliver,   on   behalf   of   the   French   Sellers   and   French

                     Servicers,   to the Management   Company and to the Custodian

                     all documents in accordance   with the provisions of the FCC

                     Transaction   Documents,   including   without   limitation the

                     Individual Reports and the Consolidated Reports;

 

           (ii)       receive any   payment   due to each French   Seller and French

                     Servicer under the FCC Transaction Documents;

 

           (iii)      provide   data   administration   services   in relation to the

                     Receivables on a consolidated basis;

 

           (iv)        pay any amount due and   payable by each   French   Seller and

                     French Servicer under the FCC Transaction Documents; and

 

           (v)        receive from or give to the Management Company or Custodian

                     any notices,   mails,   or documents as provided   pursuant to

                     the FCC Transaction Documents.

 

 

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21.2      ACCEPTANCE OF APPOINTMENT

 

The French   Administrative Agent confirms that it has received a copy of all the

FCC   Transaction   Documents to which a French Seller and a French   Servicer is a

party and expressly   accepts the appointment   under Clause 21.1 on the terms and

subject to the conditions of this Agreement.

 

21.3      LIABILITIES

 

In connection with its powers,   authorities and duties under the FCC Transaction

Documents,   the French   Administrative   Agent shall not assume, and shall not be

deemed to assume,   any   obligations   or duties other than those derived from its

capacity as legal   agent   (mandataire),   such legal   agency   being   specifically

provided by this Agreement.

 

Notwithstanding any provision to the contrary in this Agreement, the appointment

of the French Administrative Agent shall not in any way release or discharge the

French   Sellers   and the French   Servicers   from their   obligations,   duties and

liabilities under the FCC Transaction Documents.

 

The FCC shall have no liability whatsoever to the French Administrative Agent in

relation to any cost, claim, charge, loss, liability, damage or expense suffered

or incurred by the French Administrative Agent.

 

21.4      DURATION OF THE APPOINTMENT

 

The appointment and authority of the French   Administrative Agent shall be valid

as from the date of this Agreement and remain in full force until the occurrence

of an   Administrative   Agent   Termination Date in accordance with Schedule 13 of

Appendix 1.

 

21.5      FEES

 

In consideration for the services   performed by it, in the name and on behalf of

which it is acting   pursuant to a separate   agreement   entered   into between the

French Sellers,   the French Servicers and the French   Administrative   Agent, the

French   Administrative   Agent shall receive compensation from the French Sellers

and the French Servicers.

 

22        APPOINTMENT OF THE ENGLISH ADMINISTRATIVE AGENT

 

22.1      APPOINTMENT AND AUTHORITY OF THE ENGLISH ADMINISTRATIVE AGENT

 

Each English   Seller and each English   Servicer,   acting solely   between each of

them and with each of the other   Sellers   and   Servicers,   hereby   appoints   the

English   Administrative Agent as its legal agent to take such action in its name

and on its   behalf   and to   exercise   and   carry out such   powers,   discretions,

authorities   and duties as   specifically   provided under this Agreement and such

powers as the English   Administrative   Agent reasonably   considers as incidental

thereto,   in all cases in the name and on behalf of the English   Sellers and the

English Servicers.

 

 

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Without   any   limitation   to   the   generality   of   the   foregoing,   the   English

Administrative Agent shall:

 

(a)         perform,   in the name and on behalf of the English   Sellers,   all the

           steps required under the operational procedure contemplated in Clause

           3 in relation to the sale and transfer of the Eligible Receivables to

           the FCC; and

 

(b)         perform,   in the name and on behalf of the   English   Sellers   and the

           English Servicers,   the following   obligations in accordance with the

            provisions of the FCC Transaction Documents:

 

           (i)        deliver,   on   behalf of the   English   Sellers   and   English

                     Servicers,   to the Management   Company and to the Custodian

                     all documents in accordance   with the provisions of the FCC

                     Transaction   Documents,   including   without   limitation the

                     Individual Reports and the Consolidated Reports;

 

           (ii)       receive any payment due to each English   Seller and English

                     Servicer under the FCC Transaction Documents;

 

           (iii)      provide   data   administration   services   in relation to the

                     Receivables on a consolidated basis;

 

           (iv)       pay any amount due and payable by each   English   Seller and

                     English Servicer under the FCC Transaction Documents; and

 

           (v)        receive from or give to the Management Company or Custodian

                     any notices,   mails,   or documents as provided   pursuant to

                     the FCC Transaction Documents.

 

22.2      ACCEPTANCE OF APPOINTMENT

 

The English Administrative Agent confirms that it has received a copy of all the

FCC Transaction   Documents to which an English Seller and an English Servicer is

a party and expressly accepts the appointment under Clause 22.1 on the terms and

subject to the conditions of this Agreement.

 

22.3      LIABILITIES

 

In connection with its powers,   authorities and duties under the FCC Transaction

Documents,   the English   Administrative Agent shall not assume, and shall not be

deemed to assume,   any   obligations   or duties other than those derived from its

capacity as legal agent, such legal agency being   specifically   provided by this

Agreement.

 

Notwithstanding any provision to the contrary in this Agreement, the appointment

of the English   Administrative   Agent shall not in any way release or   discharge

the English Sellers and the English Servicers from their obligations, duties and

liabilities under the FCC Transaction Documents.

 

 

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The FCC shall have no liability   whatsoever to the English   Administrative Agent

in relation   to any cost,   claim,   charge,   loss,   liability,   damage or expense

suffered or incurred by the English Administrative Agent.

 

22.4      DURATION OF THE APPOINTMENT

 

The appointment and authority of the English Administrative Agent shall be valid

as from the date of this Agreement and remain in full force until the occurrence

of an   Administrative   Agent   Termination Date in accordance with Schedule 13 of

Appendix 1.

 

22.5      FEES

 

In consideration for the services   performed by it, in the name and on behalf of

which it is acting   pursuant to a separate   agreement   entered   into between the

English Sellers, the English Servicers and the English Administrative Agent, the

English   Administrative   Agent may receive compensation from the English Sellers

and the English Servicers.

 

23        RIGHT OF RECOURSE

 

23.1      NO LIABILITY AGAINST THE FCC

 

Each of the   Parties   irrevocably   waives   all   rights of   contractual   recourse

(responsabilite   contractuelle),    of   any   form,   nature,   and   on   any   ground

whatsoever, which it may have against the FCC.

 

23.2      OBLIGATIONS SEVERAL

 

The   obligations   of each   Party are   several   (conjointes   et non   solidaires).

Failure by any Party to perform its   obligations   under this   Agreement does not

affect the   obligations of any other party under this   Agreement.   The rights of

each   Party   under   or in   connection   with   this   Agreement   are   separate   and

independent rights from the rights of any other party to this Agreement.

 

23.3      OBLIGATIONS IN RESPECT OF THE TRANSFERRED RECEIVABLES

 

Notwithstanding   any   provisions of this   Agreement or any other   Securitisation

Transaction Document:

 

(a)         without   prejudice to Clause 6.1, the Sellers   shall not be liable as

           to the   solvency   of the   Debtors   nor the   ability   to   collect   the

           Transferred   Receivables   (except to the extent   attributable   to the

           failure   to   perform   its   obligations    under   the   FCC   Transaction

           Documents)   nor the efficiency or the economic value of any Ancillary

           Rights relating to the Transferred Receivables; and

 

(b)         the FCC shall have no   obligation   or   liability   in   relation to the

           Transferred   Receivables or arising from the corresponding   Contracts

           and may not be required to perform any of the obligations   whatsoever

           of any Seller under the terms of said Contracts.

 

 

                                    Page 31

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In   addition,   pursuant   to Article L. 214-48 of the French   Code   monetaire   et

financier,   the   Management   Company   shall   represent   the FCC as against third

parties,   in   particular   in any legal   action or   proceedings.   Therefore,   the

Unitholders   shall not take,   directly or indirectly,   any action as against any

Debtor on the basis of the representations and warranties made by the Sellers in

respect of the Transferred Receivables.

 

24        CHANGES TO THE SELLERS

 

24.1      RESIGNATION OF A SELLER

 

Any Seller shall be entitled to exit from the   Securitisation   Programme and may

resign from being a Seller by delivering to the Management Company a Resignation

Letter in the form set out in Schedule 16 of Appendix 1.

 

The   Management   Company   shall   accept   any   Resignation   Letter and notify the

relevant Seller and the relevant Administrative Agent of its acceptance provided

that no Seller   Potential   Event of Default,   Seller   Event of Default or Seller

Early   Amortisation   Event is continuing or would result from the   acceptance of

the Resignation Letter, whereupon:

 

(a)         the    relevant    Seller    shall   cease   to   be   a   Seller   under   the

           Securitisation Programme;

 

(b)         the   relevant   Seller   shall   inform   the   Management   Company   if it

           requests the   Management   Company to transfer   back to it one or more

           Transferred Receivables in accordance with Clause 7;

 

(c)         this Agreement shall   automatically and without any further formality

           terminate in respect of such Seller and shall,   subject to Sub-clause

           (d) below,   be of no further effect   vis-a-vis   such Seller.   For the

           avoidance   of doubt,   such   termination   shall not   affect   the other

           Sellers and the Transferred Receivables; and

(d)         the representations,   warranties and undertakings made by such Seller

           shall survive for so long as there continues to exist any obligations

           of such Seller under the FCC Transaction Documents.

 

24.2      MANDATORY CANCELLATION

 

It is   acknowledged   that a Seller Event of Default results if any Seller ceases

to be part of the Crown Group.   Without   prejudice to the provisions of Schedule

13 of   Appendix   1, it is also   acknowledged   that   each   transfer   of   Eligible

Receivables   from   a   Seller   to the   FCC   shall   be   subject   to the   condition

subsequent (condition resolutoire) that such Seller does not cease to be part of

the Crown Group for any reason and in any way whatsoever. In the event that such

condition subsequent (condition resolutoire) occurs:

 

(a)         all outstanding   Transferred Receivables transferred from that Seller

           to the FCC shall be deemed and treated as Affected Receivables;

 

 

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(b)         the provisions set out in Clause 6.2 shall apply mutatis   mutandis to

           the relevant Transferred Receivables and the relevant Seller(s); and

 

(c)         the Seller Termination Date with respect to the relevant Seller shall

           occur,   provided   however that the   representations,   warranties   and

           undertakings   of that   Seller   shall   survive   for so   long as   there

           continues to exist any obligations of that Seller.

 

Upon satisfaction of all formalities and conditions   referred to in this Clause,

this Agreement shall   automatically   and without any further formality (de plein

droit)   terminate and shall,   subject to Sub-clause (c) above,   be of no further

effect vis-a-vis the said Seller.   For the avoidance of doubt,   such termination

shall not affect the other Sellers and Transferred Receivables.

 

24.3      ADDITIONAL SELLERS

 

The relevant Administrative Agent shall be entitled to make a request in writing

to the Management Company, for the addition to the Securitisation Programme of a

new Seller, provided that:

 

(a)         the request from the relevant Administrative Agent shall conform with

           Schedule 17 of Appendix 1;

 

(b)         such new Seller is   incorporated   in France or in the   United-Kingdom

           and is part of the Crown Group;

 

(c)         the   Management   Company   shall   approve,   by   written   consent,   the

            addition of such new Seller   within ninety (90) calendar days as from

           the   date   of   receipt   of   such   request,   such   approval   not to be

           unreasonably withheld;

 

(d)         the   Management   Company has received all of the   documents and other

           evidence   listed in Part D of Schedule 6 of Appendix 1 in relation to

           the   proposed   Seller,   in form   and   substance   satisfactory   to the

           Management Company;

 

(e)         the   proposed   Seller   delivers   to   the   Management   Company   a duly

           completed   and   executed   Accession   Letter   in the   form   set out in

           Schedule 18 of Appendix 1; and

 

(f)         the reasonable and justified   costs relating to the   negotiation   and

           the drafting of the documentation   required for the adaptation of the

           Securitisation   Transaction   Documents   (including the legal fees and

           out-of-pockets expenses to be agreed in advance) for the accession of

           the said new Seller to the Securitisation Programme shall be borne by

           such new Seller or by any other company within the Crown Group.

 

 

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                                   SECTION V:

                  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

 

 

 

25        REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE SELLERS

 

Each Seller   represents,   warrants and undertakes to the Management   Company and

the   Custodian   the   matters   set out in   Schedule 8 of   Appendix   1 and,   where

relevant, in Schedule 3 of the relevant Seller's Appendix.

 

The acceptance by the Management Company of any Individual   Transfer Offer shall

be   given   by   the   Management   Company   on   the   assumption   that   each   of the

representations   and warranties referred to in this Clause is true, accurate and

complete in all respects   when rendered or deemed to be repeated and each of the

undertakings given by each Seller shall be complied with at all relevant times.

 

26        REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE SERVICERS

 

Each Servicer represents,   warrants and undertakes to the Management Company and

the   Custodian   the   matters   set out in   Schedule 9 of   Appendix   1 and,   where

relevant, in Schedule 4 of the relevant Seller's Appendix.

 

Each   Servicer   acknowledges   and agrees   that the   Management   Company   and the

Custodian are entering   into the   Securitisation   Transaction   Documents and are

taking part to the   Securitisation   Programme on the assumption that each of the

representations   and warranties referred to in this Clause is true, accurate and

complete in all respects when rendered or repeated and each of the   undertakings

given by each Servicer shall be complied with at all relevant times.

 

27        REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF EACH ADMINISTRATIVE

         AGENT

 

Each Administrative Agent represents,   warrants and undertakes to the Management

Company and the   Custodian the matters set out in Schedule 10 of Appendix 1 and,

where relevant, in Schedule 5 of the relevant Seller's Appendix.

 

Each   Administrative   Agent   acknowledges and agrees that the Management Company

and the Custodian are entering into the Securitisation Transaction Documents and

are taking part to the   Securitisation   Programme on the assumption that each of

the   representations and warranties referred to in this Clause is true, accurate

and   complete   in all   respects   when   rendered   or   repeated   and   each   of the

undertakings   given by each   Administrative   Agent shall be complied with at all

relevant times.

 

 

                                    Page 34

<PAGE>

 

28        REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE MANAGEMENT COMPANY

         AND THE CUSTODIAN

 

Each of the   Management   Company   and the   Custodian   represents,   warrants   and

undertakes   to the Sellers,   the   Servicers   and the   Administrative   Agents the

matters set out in Schedule 11 of Appendix 1.

 

 

                                    Page 35

<PAGE>

 

                                   SECTION VI:

                                   MISCELLANEOUS

 

 

 

 

29        PARTIAL INVALIDITY

 

Without   prejudice to any other provision of this   Agreement,   if one or more of

the provisions of this Agreement is or becomes invalid, illegal or unenforceable

in any   respect   in   any   jurisdiction   or   with   respect   to   any   party,   such

invalidity,   illegality or unenforceability in such jurisdiction,   shall not, to

the fullest extent   permitted by the applicable law, render invalid,   illegal or

unenforceable any other provisions of this Agreement or the affected   provisions

in any other   jurisdiction or with respect to any other party or parties to this

Agreement.   The Parties agree to negotiate in good faith to replace the affected

provision,   or portions of the said   provision,   with other valid and   effective

agreements having   substantially   the same effect,   having regard to the subject

matter and purpose of this Agreement.   To the extent permitted by all applicable

laws and   regulations,   each party to this Agreement hereby waives any provision

of laws and   regulations   which would   render any   provision   of this   Agreement

unlawful or unenforceable in any respect.

 

It is hereby   expressly   acknowledged and agreed between all the parties to this

Agreement that:

 

(a)         partial    termination   of   this   Agreement   or   of   any   transfer   of

           Receivable   on the   grounds   that   one   or   more   of the   Transferred

           Receivables do not comply with the Eligibility Criteria; or

 

(b)         partial    termination   of   this   Agreement   or   of   any   transfer   of

           Receivable   which entails the retransfer of a Receivable   pursuant to

           Clauses 7; or

 

(c)         termination of the   appointment   of the Servicers   pursuant to Clause

           20,

 

shall in no event, nor for any reason   whatsoever,   result in the termination of

the remaining   portion of this Agreement or the relevant transfer of Receivables

in so far as they relate to Transferred   Receivables   other than the Receivables

affected by such termination or retransfer.

 

Similarly,   the parties to this   Agreement   expressly   agree that any invalidity

that may occur in   relation   to the   transfer   of a   Receivable,   for any reason

whatsoever,   from a Seller to the FCC, shall not result in the invalidity of the

transfer   of the other   Receivables   held by the FCC   which   are not   explicitly

affected by such invalidity.

 

30        TRANSFER OF RIGHTS

 

The   Parties   may   transfer   any of their   rights   and   obligations   under   this

Agreement   only in   accordance   with the   provisions   of the   Agreement   Amongst

Participating Entities.

 

 

                                    Page 36

<PAGE>

 

31        AMENDMENTS

 

Any term of this Agreement may be amended or waived only in accordance   with the

provisions of the Agreement Amongst Participating Entities.

 

32        INCREASE OF THE FCC MAXIMUM AMOUNT

 

The   Parties   acknowledge   and agree   that the   Parent   Company   may   request an

increase   of the FCC   Maximum   Amount   by   delivery   to the   Liquidity   Facility

Provider and the   Management   Company of a notice not later than forty five (45)

calendar   days before the date on which it wishes   this   increase to take place.

The FCC   Maximum   Amount   may   thus be   increased   at any   time   subject   to the

agreement   of the   Liquidity   Facility   Provider,   the   Management   Company   and

Eliopee.

 

33        GOVERNING LAW AND SETTLEMENT OF DISPUTES

 

33.1      GOVERNING LAW

 

This   Agreement   shall be governed by, and   construed and enforced in accordance

with the laws of France.

 

33.2      SETTLEMENT OF DISPUTES

 

The Parties submit to the exclusive   jurisdiction of the Tribunal de Commerce de

Paris to settle any disputes,   which may arise out of or in connection with this

Agreement.

 

In the event of any dispute which may arise between the   Management   Company and

the Custodian in connection   with a determination   and/or a calculation   made by

the   Management   Company   under any   Securitisation   Transaction   Document,   the

Management   Company and the Custodian   shall use their best endeavours to settle

their dispute on an amicable basis.

 

 

                                    Page 37

<PAGE>

 

Executed in Paris, in fourteen (14) originals,

on 21 June 2005

 

 

 

 

 

 

------------------------------------           ----------------------------------

FRANCE TITRISATION,                            BNP PARIBAS,

as Management Company                          as Custodian

 

Name:       Pascal POMMIER                      Name:       Caroline BECAVIN

Title:      Authorised Signatory                Title:      Authorised Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

------------------------------------         ------------------------------------

CROWN EMBALLAGE FRANCE SAS,                  CROWN BEVCAN FRANCE SAS,

as French Seller, French Servicer            as French Seller and French Servicer

and French Administrative Agent              Name:       Raymond METZGER

                                            Title:      Authorised Signatory

Name:       Raymond METZGER

Title:      Authorised Signatory

 

 

 

 

 

                                    Page 38

<PAGE>

 

 

 

 

 

 

 

------------------------------------      -----------------------------------

CROWN PACKAGING UK PLC,                   CROWN SPECIALITY PACKAGING UK PLC,

as English Seller, English Servicer       as English Seller and English Servicer

and English Administrative Agent

                                         Name:       Paul BROWETT

Name:       Paul BROWETT                   Title:      Authorised Signatory

Title:      Authorised Signatory

 

 

 

 

 

 

 

 

------------------------------------

CROWN AEROSOLS UK LTD,

as English Seller and English Servicer

 

Name:       Paul BROWETT

Title:      Authorised Signatory

 

 

 

 

                                    Page 39

<PAGE>

 

 

                                   APPENDIX 1

                                COMMON SCHEDULES

 

                                    SCHEDULE 1

                          LIST OF SELLERS AND SERVICERS

 

                                     Part A

                   List of French Sellers and French Servicers

 

 

<TABLE>

<CAPTION>

<S>                                    <C>                                 <C>

------------------------------------ ---------------------------------- ---------------------------------

 

  Name of French Seller/Servicer              Registered office                 Registration number

------------------------------------ ---------------------------------- ---------------------------------

 

    CROWN EMBALLAGE FRANCE SAS         67, rue Arago, 93400 Saint Ouen              954 200 838

                                    (France)

------------------------------------ ---------------------------------- ---------------------------------

 

                        ZAC de Pre-a-Varois, BP18, 54670

      CROWN BEVCAN FRANCE SAS                 Custines (France)                     327 205 373

------------------------------------ ---------------------------------- ---------------------------------

 

 

 

                                    Page 40

<PAGE>

 

                                     Part B

                  List of English Sellers and English Servicers

 

 

 

------------------------------------ ---------------------------------- ---------------------------------

 

  Name of English Seller/Servicer             Registered office                 Registration number

------------------------------------ ---------------------------------- ---------------------------------

 

                            Downsview Road, Wantage,

      CROWN PACKAGING UK PLC               Oxfordshire, OX 12 9BP,

                                              United-Kingdom                           178090

------------------------------------ ---------------------------------- ---------------------------------

 

                          Rock Valley Road, Mansfield,

  CROWN SPECIALITY PACKAGING UK PLC       Nottinghamshire, NG18 2EZ,                    2398420

                                 United-Kingdom

------------------------------------ ---------------------------------- ---------------------------------

 

                                 Oddicroft Lane,

                               Sutton-in-Ashfield,

       CROWN AEROSOLS UK LTD             Nottinghamshire, NG17 5FS,                    300739

                                 United-Kingdom

------------------------------------ ---------------------------------- ---------------------------------

</TABLE>

 

 

 

                                    Page 41

<PAGE>

 

                                   APPENDIX 1

                                COMMON SCHEDULES

 

                                   SCHEDULE 2

                 ELIGIBILITY CRITERIA COMMON TO ALL RECEIVABLES

 

Subject   to the   Eligibility   Criteria   listed   in   Schedule   1 of the   relevant

Seller's   Appendix,   which may, as the case may be, complete or prevail over the

Eligibility Criteria listed below, each Receivable offered for sale and transfer

by each   Seller to the FCC   shall,   on the   corresponding   Information   Date and

Transfer Date, satisfy the following Eligibility Criteria:

 

                                     Part A

                  The Receivable and the underlying provisions

 

1.           The Receivable   exists and was   originated in the ordinary   course of

           the   Seller's   business and   represents   the amount due for a Sale of

           Products which has been invoiced to the corresponding Debtor;

 

2.          The Receivable is represented by an Invoice,   and each invoice number

           relates to only one Invoice.

 

3.          the Sale of   Products   from   which the   Receivable   arises   have been

           entirely   carried out and delivered by the relevant   Seller,   for its

           own benefit.

 

                                     Part B

               Ownership of the Receivable - No third party rights

 

4.          The Seller is the   original   creditor of the   Receivable   and did not

           purchase it or acquire it otherwise from a third party.

 

5.          Each   Seller is the sole   holder of the   Receivable,   to which it has

           full and unrestricted title.

 

6.          The Receivable is free and clear of any right that could be exercised

           by third parties against the relevant Seller, or the FCC.

 

7.          The Receivable is not subject to restrictions on transferability.

 

8.          To the best   knowledge   of the Seller,   the   Receivable   has not been

           disputed by the corresponding Debtor on any ground whatsoever, and it

           is not subject,   inter alia, in whole or in part, to any   prohibition

           on payment, protest, lien, cancellation right, suspension, deduction,

           set-off (other than those rights permitted by any applicable laws and

           regulations and usual dilutions   incurred by the Seller in the normal

           course of its business   such as   commercial   rebates,   discounts   for

           early   payments,    returnable    packaging,    reprographic   costs   and

           retroactive price adjustments),   counter-claim or judgement,   even if

           the corresponding Debtor is a supplier of the Seller.

 

 

                                    Page 42

<PAGE>

 

                                     Part C

         Compliance with any applicable law - Validity of the obligations

 

9.          The Sale of Products or the Services from which the Receivable arises

           have been delivered or performed by the Seller in compliance with the

           laws and regulations   applicable to the Seller and the   corresponding

           Debtor.

 

10.         The   Receivable   has arisen out of a valid and   binding   Contract   or

           Contractual Documents,   enforceable in accordance with its respective

           terms against the relevant   Debtor,   which does not contravene in any

           material   respect any relevant   applicable laws, rules or regulations

           applicable to the Seller and the corresponding   Debtor and in respect

           of which all required   consents,   approvals and   authorisations   have

           been obtained.

 

11.         The   Receivable   and   the   Contractual   Documents   relating   to   such

           Receivable are governed by the laws and regulations of:

 

           (a)         France; or

 

           (b)         Germany; or

 

           (c)         United States of America; or

 

           (d)         England and Wales,

 

           as relevant.

 

12.         The   Receivable   and   the   Contractual   Documents   relating   to   such

           Receivable   constitute   legal,   valid and binding   obligations of the

           relevant Debtor and on third parties,   including,   without limitation

           and in respect with the relevant   Debtor,   the   obligation to pay the

           relevant   Amount   Due,   and   such    obligations   are   enforceable   in

           accordance with their   respective   terms subject only to any laws and

           regulations applicable in the event that such relevant Debtor becomes

           Insolvent.

 

                                      Part D

                              Contractual Documents

 

13.         The   Receivable    arises    pursuant   to   a   Contract   or   Contractual

           Documents:

 

           (a)        with   respect   to   which   the   Seller   has    performed   all

                     obligations   required to be performed by it   thereunder   in

                     order for the corresponding Debtor to be obliged to pay the

                     Receivable arising therefrom;

 

           (b)        as to which neither the Seller nor the corresponding Debtor

                     is in breach of its terms and which has not been   contested

                     by the Seller or the corresponding   Debtor on serious legal

                     ground; and

 

           (c)        which   is in   full   force   and   effect   and   has   not   been

                     terminated or frustrated and is not subject to any right of

                     rescission   or   other

 

 

                                    Page 43

<PAGE>

 

                      defence;   and   there is no right or entitlement of any kind

                     for   the   non-payment   of   the Amount Due in respect of the

                     Receivable when due.

 

 

                                     Part E

         Servicing of the Receivable - Identification of the Receivable

 

14.         The    Receivable   is   serviced   in   compliance    with   the   Servicing

           Procedures.

 

15.         The    Receivable    is    designated    and    identified    (designee   et

           individualisee)   by the relevant Seller for ownership purposes at any

           time.

 

                                     Part F

               Financial and tax characteristics of the Receivable

 

16.         The   Receivable   is a   non-interest   bearing   receivable   other   than

           interest for late payment.

 

17.         The Receivable is payable by the corresponding Debtor by way of wire,

           cheque   or   any   other   means   of   payments   (to   the    exclusion   of

           documentary   credits)   by   which it is,   or   becomes,   customary   for

           payments of the type of the Receivables to be made.

 

18.         The payment of the   Receivable is not subject to the   performance   of

           any   administrative   action   or   step,   or to   the   execution   of any

           document of any kind whatsoever, or to any formalities,   either prior

           to or after the purchase of such Receivable.

 

19.         The   Receivable   is not   subject   to   payment   in kind   and/or by the

           delivery   of goods to the Seller or the   performance   of   services in

           favour of the Seller.

 

20.         The Receivable is not the object of or subject to any current account

           relationship between the Seller and the corresponding Debtor.

 

21.         The Due Date of the   Receivable   has not   been   extended   beyond   its

           original date.

 

22.         The Amount Due in respect of the Receivable   includes the value added

           tax (VAT) payable thereon (if any).

 

23.         The payments due from the corresponding Debtor in connection with the

           Receivable are not subject to withholding tax.

 

                                     Part G

                            Debtor of the Receivable

 

24.         The Debtor is a commercial company.

 

25.         The Debtor is located in the same   jurisdiction of   incorporation   of

           the Seller.

 

26.         The Debtor is not Insolvent.

 

 

                                    Page 44

<PAGE>

 

27.         The Debtor is not part of the Crown Group.

 

28.         In   any   event,   the   Debtor   is   not   subject   to   any   immunity   of

           jurisdiction and execution.

 

 

                                    Page 45

<PAGE>

 

                                   APPENDIX 1

                                 COMMON SCHEDULES

 

                                   SCHEDULE 3

                           LIST OF COLLECTION ACCOUNTS

 

 

 

<TABLE>

<CAPTION>

<S>                                         <C>                         <C>

.........................................................................................................

Crown Emballage France SAS                  Banque                 :                BNP PARIBAS

Collection Account

                                           ..............................................................

                                           Code IBAN                   FR76 3000 4021 4600 0103 0178 674

.........................................................................................................

 

 

.........................................................................................................

Crown Bevcan France SAS Collection          Banque                 :                BNP PARIBAS

Account

                                           ..............................................................

                                           IBAN                        FR76 3000 4021 4600 0104 4010 874

.........................................................................................................

 

 

.........................................................................................................

Crown Packaging UK PLC Collection           Bank                   :       CITIBANK N.A., LONDON BRANCH

Account

                                           ..............................................................

                                           Account Number         :                 10865656

.........................................................................................................

</TABLE>

 

 

                                    Page 46

<PAGE>

 

 

 

                                   APPENDIX 1

                                COMMON SCHEDULES

 

                                   SCHEDULE 4

                        FORM OF INDIVIDUAL TRANSFER OFFER

 

 

 

                              [Seller's letterhead]

 

 

 

FRANCE TITRISATION

(as Management Company)

[o]

[o]

France

Attention:         [o]

Facsimile:         [o]

 

[CROWN EMBALLAGE FRANCE SAS { } CROWN PACKAGING UK PLC]

(as Administrative Agent)

[o]

[o]

[o]

[o]

Attention:         [o]

Facsimile:         [o]

 

copy (without the files) to:

 

BNP PARIBAS

(as Custodian)

[o]

[o]

France

Attention:         [o]

Facsimile:         [o]

 

                                      In [to be completed], on [to be completed]

 

Dear Sirs,

 

Re: FCC CROWN RECEIVABLES EUROPE -- Individual Transfer Offer No. [o]

 

We   refer   to   Clause   3.1 of the   Master   Receivables   Transfer   and   Servicing

Agreement   (hereinafter   the Agreement) dated 21 June 2005 entered into between,

inter alia, the Management Company,   the Custodian,   [to be completed] as Seller

and [Crown Emballage   France SAS - Crown Packaging UK PLC] as   Administrative

Agent.

 

 

                                    Page 47

<PAGE>

 

Unless otherwise defined herein, capitalised terms in this letter shall have the

meanings ascribed to them in the Agreement.

 

We, [name of Seller to be   completed],   hereby offer to sell and transfer to the

Management   Company   in   compliance   with the   provisions   of Clause   3.1 of the

Agreement,   the Eligible   Receivables   (including any Ancillary Rights) with the

following financial characteristics:

 

Characteristics of the Eligible Receivables:

 

 

Aggregate of the Net Invoice Amounts:                                 [o]

 

Number:                                                                [o]

 

Representations, warranties and undertakings:

 

This Individual   Transfer Offer constitutes a representation   and warranty by us

that, on the date of this   Individual   Transfer Offer (and on the   corresponding

Transfer Date):

 

(a)         each Receivable complies with all Eligibility Criteria referred to in

           Schedule 2 of Appendix 1 and Schedule 1 of Appendix [2 - 3] of the

           Agreement; and

 

(b)         each   representation   and   warranty   referred   to   in   Schedule   8 of

           Appendix 1 and Schedule 3 of Appendix [2 - 3] of the   Agreement is

           true, complete, correct and accurate; and

 

(c)         each undertaking referred to in Schedule 8 of Appendix 1 and Schedule

           3 of Appendix   [2 - 3] of the   Agreement   has been fully   complied

           with.

 

Payment instructions:

 

 

Transfer Date:                                                        [o]

 

The payment of the Purchase   Price   corresponding   to the   Eligible   Receivables

shall be made in   accordance   with Clause 5.2 of the   Agreement by crediting the

relevant Administrative Agent Account.

 

Pursuant to Clause 5.3 of the Agreement,   the Administrative Agent shall receive

such   payment in the name and on behalf of the Seller and that   payment   made on

the credit of the   Administrative   Agent   Account   shall   result in the full and

definitive discharge of the FCC's payment obligations.

 

The   Eligible    Receivables    are   designated    and   identified    (designees   et

individualisees)   on the Computer File attached hereto in compliance with Clause

3.1.

 

 

                                    Page 48

<PAGE>

 

Yours faithfully,

 

 

 

 

 

 

-------------------------------------------------

[o],

as Seller

 

Title:

Name:

 

 

                                     Page 49

<PAGE>

 

 

                                   APPENDIX 1

                                COMMON SCHEDULES

 

                                   SCHEDULE 5

                            FORM OF TRANSFER DOCUMENT

 

 

 

 

[Each   Transfer   Document   has to be made with blank   paper and drafted in whole

     (including the date) in French language even for the English Sellers]

 

                           Acte de cession de creances

                           ---------------------------

 

 

Date de   signature   et de   remise de l'Acte de   cession   de   creances   (Transfer

Document) au Cessionnaire : le [date to be completed]

 

Conformement   aux   dispositions   des   Articles   L.   214-43 et   suivants   du Code

monetaire et financier,

 

[NAME OF SELLER],   une societe de droit [o], dont le siege social est situe [o],

immatriculee   au registre du commerce et des societes de [o] sous le numero [o],

represente par [o], dument habilite aux fins des presentes, (le Cedant),

 

cede sans garantie ni recours quelconques autres que l'existence des creances et

des   garanties   qui   s'y   attachent   et   ceux   prevus   respectivement   dans   une

convention   de cession   intitulee   "Master   Receivables   Transfer and   Servicing

Agreement"   (la   Convention)   en date du 21 juin   2005   selon les   modalites   et

obligations decrites dans la Convention,

 

AU FONDS COMMUN DE CREANCES   CROWN   RECEIVABLES   EUROPE,   dont le Reglement (FCC

Regulations) a ete signe en date du 21 juin 2005 (le   Cessionnaire),   represente

par France Titrisation, une societe anonyme immatriculee au Registre du Commerce

et des   Societes de Paris sous le numero 353 053 531,   dont le siege   social est

situe 41 Avenue de   l'Opera,   75002   Paris et   represente   par   Monsieur   Pascal

Pommier, dument habilite aux fins des presentes (la Societe de Gestion),

 

un lot de [number of receivables to be completed]   creances   (Receivables)   d'un

montant   global de [(euro)   -   (pound)][o].   Ces   creances   sont   transmises,

designees et individualisees sur le fichier informatique joint (nOM du fichier :

[Transfer File name]).

 

La personne   morale   depositaire   des actifs du   Cessionnaire   est BNP   Paribas,

societe   anonyme   immatriculee   au Registre du Commerce et des Societes de Paris

sous le numero 662 042 449, dont le siege social est situe au 16,   boulevard des

Italiens, 75009 Paris, et representee par [o] (le Depositaire).

 

La presente   cession de creances   est soumise aux   dispositions   des Articles L.

214-43 a L. 214-48 du Code monetaire et financier relatives aux fonds communs de

creances.

 

 

                                    Page 50

<PAGE>

 

Elle emporte l'obligation pour le Cedant en sa qualite d'etablissement charge du

recouvrement de proceder,   a la demande du   Cessionnaire,   a la conservation des

creances   dans les   conditions   definies   a   l'Article   20 du   Decret   n(degree)

2004-1255 du 24 novembre 2004 ainsi qu'a tout acte   necessaire a la conservation

des suretes,   des garanties et des accessoires   attaches a ces creances,   a leur

modification   eventuelle,   a   leur   mise   en   jeu,   a leur   mainlevee   et a leur

execution forcee.

 

Cet acte et le fichier   informatique   susvise sont etablis en un seul exemplaire

original et remis au Cessionnaire qui en donnera recu.

 

 

 

 

______________________________                        ___________________________

FCC CROWN RECEIVABLES EUROPE                          [SELLER]

en qualite de Cessionnaire, represente par la         en qualite de Cedant

Societe de Gestion

 

Nom :                                                 Nom :

Fonction :                                             Fonction :

 

 

 

 

 

 

 

 

 

 

 

____________________________

Bon pour recu de BNP Paribas

en qualite de Depositaire

 

 

Nom :

Fonction :

 

 

                                    Page 51

<PAGE>

 

                                       Translation for information purposes only

                                       -----------------------------------------

 

 

                          Receivables transfer document

                          -----------------------------

 

Date of   signature   and of delivery of the transfer   document to the   Purchaser:

[date to be completed]

 

Pursuant   to   Articles   L.   214-43   et seq.   of the   French   Code   monetaire   et

financier,

 

[NAME OF   SELLER],   a   company   incorporated   under   the   laws of [o],   with its

registered office at [o],   registered with the trade and company registry of [o]

under number [o],   represented by [o], duly authorised for the purposes   hereof,

(the Seller),

 

transfer without any guarantee and recourse other than relating to the existence

of the receivables and the attached security   interests and other than those set

out in a transfer agreement entitled "Master Receivables   Transfer and Servicing

Agreement" (the   Agreement)   dated 21 June 2005 in accordance with the terms and

conditions of the Agreement,

 

TO THE FONDS COMMUN DE CREANCES   CROWN   RECEIVABLES   EUROPE,   the Reglement (FCC

Regulations)   of which   has   been   executed   on 21 June   2005   (the   Purchaser),

represented by France   Titrisation,   a societe anonyme registered with the trade

and   companies   registry of Paris   under   number 353 053 531,   whose   registered

office is at 41,   Avenue de   l'Opera,   75002   Paris,   represented   by M.   Pascal

Pommier, duly authorised for the purposes hereof (the Management Company),

 

a number of [number of receivables to be completed] receivables (Receivables) in

a global amount of [(euro) -   (pound)][o].   Such receivables are transferred,

designated   and identified   (transmises,   designees et   individualisees)   in the

attached computer file (name of file: [o]).

 

The legal   entity   acting as   custodian   of the assets of the   Purchaser   is BNP

Paribas,   a societe anonyme   registered with the trade and companies registry of

Paris under number 662 042 449, whose registered   office is at 16, boulevard des

Italiens,   75009 Paris and   represented by [o], duly authorised for the purposes

hereof (the Custodian).

 

This transfer of   receivables is subject to the provisions of Articles L. 214-43

to L. 214-48 of the French Code   monetaire et financier   relating to debt mutual

funds.

 

Such   transfer   results in the   obligation   for the Seller,   in its   capacity as

servicer of the   receivables,   to ensure,   at the request of the Purchaser,   the

preservation of the receivables on the terms set out in Article 20 of the Decree

n(degree) 2004-1255 of 24 November 2004, and to perform any action necessary for

the   preservation   of the security,   guarantees and   collateral   relating to the

receivables,   for their   possible   amendment,   for their   release   and for their

realisation.

 

This   transfer   document and the   above-mentioned   computer file are issued in a

unique original and delivered to the Purchaser,   which shall acknowledge receipt

thereof.

 

 

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______________________________                         __________________________

FCC CROWN RECEIVABLES EUROPE                           [SELLER]

acting as Purchaser, represented by the Management     acting as Seller

Company

 

Name:                                                   Name:

Title:                                                 Title:

 

 

 

 

 

 

 

 

 

____________________________

Acknowledgement of receipt from BNP Paribas

acting as Custodian

 

 

Name:

Title:

 

 

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                                    APPENDIX 1

                                COMMON SCHEDULES

 

                                   SCHEDULE 6

                              CONDITIONS PRECEDENT

 

Each event listed   below,   and where   applicable,   in Schedule 2 of the relevant

Seller's Appendix, shall constitute a condition precedent.

 

                                     Part A

  Conditions precedent prior to or on the Closing Date or the first Transfer Date

 

1.          On or prior to the Closing Date,   the   Management   Company shall have

           received   all   the   following   documents   in   a   form   and   substance

           satisfactory to the Management Company:

 

           (a)        Copies   of   the   latest    version   of   the    constitutional

                     documents    (including    the    by-laws,    the   articles   of

                     association and the certificate of   incorporation   from the

                     competent   registers) of each Seller,   each Servicer,   each

                     Administrative   Agent and the Parent Company certified by a

                     duly authorised representative of that company to be a true

                     and up to date copy of the original.

 

           (b)        Copies   of   the   resolutions   of   the   competent   authority

                     (shareholders   meeting,   board   meeting   or others) of each

                     Seller, each Servicer,   each   Administrative   Agent and the

                     Parent   Company   authorising   the   execution,   delivery and

                      performance   by them of the FCC   Transaction   Documents   to

                     which   they   are   party,   certified   by a   duly   authorised

                     representative   of that company,   which   certificate   shall

                      state that the resolutions   thereby certified have not been

                     amended, modified, revoked or rescinded.

 

           (c)        Copies of the latest audited   financial   statements of each

                     Seller, each Servicer,   each   Administrative   Agent and the

                     Parent    Company     certified    by    a    duly     authorised

                     representative of that company.

 

2.          On or prior to the Closing Date,   the   Management   Company shall have

            received,   in a form and   substance   satisfactory   to the   Management

           Company:

 

           (a)        legal   opinions   of   Freshfields   Bruckhaus   Deringer as to

                     matters of French law, English law, New York law and German

                      law as to the sale of   Receivables,   enforceability   of the

                     Securitisation   Transaction   Documents   and other   relevant

                     matters;

 

           (b)        legal   opinion of Bingham & McCutchen   LLP as to matters of

                     Commonwealth of Massachusetts law as to   transferability of

                     Receivables and other relevant matters;

 

           (c)        legal opinions of Jones Day as to matters of French law and

                      English law as to due incorporation and corporate   capacity

                     of each Seller,

 

 

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                      each Servicer,   each   Administrative   Agent and the Parent

                       Company,   due   execution   and   authorisation   of   the   FCC

                      Transaction Documents and other relevant matters,

 

           a copy of which for information purposes only may be disclosed to the

           Parent Company.

 

3.          On the   Closing   Date,   due   execution   and   delivery   of each of the

           Securitisation    Transaction   Documents   by   the   respective   parties

           thereto, and all documentation to be delivered therewith.

 

4.          On or prior to the first   Transfer   Date,   Moody's has confirmed that

           the   acquisition of Eligible   Receivables by the FCC shall not entail

           the downgrading of the rating of the BT Programme assigned by Moody's

           below P-1 or the putting on credit watch with negative implication of

           this rating.

 

5.          On or prior to the first Transfer Date, the conditions   precedent set

           out in Part B below shall have been fully complied with.

 

                                     Part B

        Conditions precedent prior to each Transfer Date or each Principal

                                 Transfer Date

 

                                    Section 1

                Conditions precedent prior to each Transfer Date

 

1.          The Final Termination Date has not occurred.

 

2.          No Seller Termination Date has occurred.

 

3.          No Administrative Agent Termination Date has occurred.

 

4.          No Parent Company Termination Date has occurred.

 

5.          No Seller Potential Event of Default has occurred and is continuing.

 

6.          No   Administrative   Agent Potential Event of Default has occurred and

           is continuing.

 

7.          No Parent   Company   Potential   Event of Default has   occurred   and is

           continuing.

 

8.           The     Management     Company    has    received    all     confirmations,

           representations,    warranties,    certificates   and   other   reasonable

           information   or   documents   from all   parties to the FCC   Transaction

           Documents    which   were   required   under   the   said   FCC   Transaction

           Documents.

 

9.          The   Consistency   Tests are satisfied in all respects and for each of

           the Sellers that issued an Individual   Transfer Offer on the relevant

            Information Date.

 

 

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10.         The Seller   shall not have   delivered a   Resignation   Letter nor exit

           from the Securitisation Programme pursuant to Clause 24.1.

 

                                     Section 2

           Conditions precedent prior to each Principal Transfer Date

 

11.         The FCC can   issue,   if need   be,   one or   several   Units in order to

           obtain   the   financing   required   to fund the   Purchase   Price of the

            Eligible Receivables, as contemplated in the FCC Regulations.

 

12.         Eliopee has obtained the financing   required to fund the   acquisition

           of Senior Units   necessary to permit the FCC to hold all the Eligible

           Receivables   referred to in the corresponding   Consolidated   Transfer

           Offer   or,   as the   case   may   be,   Individual   Transfer   Offers,   as

           contemplated by the BT Programme.

 

13.         The   acquisition of new Eligible   Receivables   and/or the issuance of

           new Units   shall   not   result   in the   deterioration   of the level of

           protection   against loss offered to Unitholders   previously issued as

           outlined in Article 9 of the Decree.

 

                                     Part C

               Other conditions precedent required to be delivered

 

1.          On or prior to each Principal   Transfer Date, the Management   Company

           shall   have   received   confirmation   that the   Seller   Units   and the

           Subordinated   Units   issued,   as the case may be,   by the FCC on such

           Principal   Transfer Date have been   subscribed and paid by the Parent

           Company.

 

2.          Within   forty-five   (45) days after the Closing Date,   the Management

           Company has   received,   in a form and substance   satisfactory   to the

           Management Company, an Auditor's Certificate in respect of the Parent

           Company in the form set out in Schedule 22 of this Appendix 1.

 

                                      Part D

          Conditions precedent required to be delivered by a new Seller

 

On or prior   to the   Transfer   Date on which a new   Seller   will   accede   to the

Securitisation   Programme in accordance with Clause 24.3, the Management Company

shall have   received,   in a form and substance   satisfactory   to the   Management

Company:

 

1.          The documents set out in Sub-clauses (a) to (c) of Clause 1 of Part A

           of this   Schedule 6 of   Appendix 1 in   respect   of the   relevant   new

           Seller.

 

2.          Due execution and delivery of a Collection Account Security Agreement

           in   respect   of   each   Collection   Account   located   in the   relevant

           jurisdiction.

 

3.          Legal   opinion   of Jones Day as to   matters   of French law or English

           law, as relevant,