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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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The Custodian will receive a fee, payable on each Interest Payment Date, subject to and in accordance<br />

with the relevant Issuer Priority of Payments.<br />

Role of the statutory auditor<br />

Mazars & Guerard, whose registered office is at Le Vinci 4 allée de l’Arche 92075 La Défense, France,<br />

has been appointed as statutory auditor (commissaire aux comptes) in order to certify the annual report<br />

of the Issuer in accordance with article L.214-48-VI° of the Monetary and Financial Code, and shall be<br />

responsible for carrying out certain other duties as set out in the Issuer Regulations. The accounts of the<br />

Issuer will be prepared and published in French. A translation in English will be made available to the<br />

Management Company, the Unitholders and the Noteholders for information purposes only in order to<br />

assist understanding of the original French version of the accounts. In the event of any discrepancy<br />

between the original French version of the accounts and the English translation, the original French<br />

version will prevail. The translator shall not be responsible for any discrepancies between the original<br />

French version of the accounts and the English translation.<br />

The statutory auditor will receive a fee, payable on each Interest Payment Date, subject to and in<br />

accordance with the relevant Issuer Priority of Payments.<br />

Fees and Expenses of the Issuer<br />

In accordance with the Issuer Regulations, the Issuer will, on each Interest Payment Date, pay the Fees<br />

and Expenses of the Management Company, the Custodian, each <strong>FCC</strong> Servicer, the Paying Agent, the<br />

Issuer Account Bank and Cash Manager, its statutory auditor and any other relevant third parties, in each<br />

case together with any applicable VAT, subject to and in accordance with the relevant Issuer Priority of<br />

Payments.<br />

Accounting and financial information<br />

Annual information:<br />

Within four (4) months following the end of each financial year, the Management Company shall compile<br />

an annual report containing the following information:<br />

(a) the inventory of the Issuer’s assets, which shall include:<br />

(i) the inventory of the portfolio of Receivables; and<br />

(ii) the amount of the cash standing to the credit of the Issuer Accounts;<br />

(b) the annual financial statements of the Issuer, which shall include:<br />

(i) the balance sheet;<br />

(ii) the income statement; and<br />

(iii) the annex, specifying the accounting methods used and, if any, a detailed statement of the Issuer’s<br />

liabilities and the guarantees given to the Issuer;<br />

(c) a management report including:<br />

(i) the amount of Fees and Expenses and remuneration paid by the Issuer;<br />

(ii) the liquidity ratio as being the ratio (expressed as a percentage) between: (1) the amount of<br />

unallocated moneys standing from time to time to the credit of the Issuer’s bank accounts, and<br />

(2) the Issuer’s assets;<br />

(iii) a description of the operations of the Issuer; and<br />

(iv) information relating to the outstanding Receivables and the outstanding Notes and Units;<br />

(d) information on any amendments made to the Issuer Regulations; and<br />

(e) any event(s) which may have an effect on the outstanding Notes and/or Units issued by the Issuer.<br />

The statutory auditor of the Issuer shall certify the accuracy of the information contained in the annual<br />

activity report.<br />

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