FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
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The Property Manager<br />
French Investment Portfolio Asset Management (‘‘FIPAM’’) was incorporated on 27 June 2001<br />
(registered number B 438 302 044) as a limited company (société à responsibilité limitée) under the laws<br />
of France. The registered office of FIPAM is at 36, avenue Hoche, 75008 Paris. The Property Manager<br />
provides property management services in relation to the Secured <strong>Properties</strong> located in France on behalf<br />
of the Borrowers, including, inter alia, monitoring and inspecting the Secured <strong>Properties</strong> to ensure that<br />
they are kept in good repair and that the terms of the Occupational Leases relating thereto are otherwise<br />
complied with (including the collection of rents from the Occupational Tenants and the allocation of such<br />
amounts to pay expenses relating to the Secured <strong>Properties</strong>) pursuant to the terms of separate Property<br />
Management Agreements with each Borrower. On the Closing Date, the Property Manager will enter into<br />
a Property Manager Duty of Care Agreement with, inter alios, the Management Company. From the<br />
Closing Date, the Property Manager will act in accordance with the terms of the Property Management<br />
Agreements and the Property Manager Duty of Care Agreement. For further details as to the Property<br />
Manager and the role it performs, see further the sections entitled ‘‘Summary of Principal Documents –<br />
The Property Management Agreements’’ and ‘‘The Property Manager’’ below.<br />
The <strong>FCC</strong> Servicers<br />
Each of Société Générale and CCF will act as <strong>FCC</strong> Servicer in respect of the Commercial Mortgage Loans<br />
originated by them, and in that capacity will continue to perform the servicing of the relevant Commercial<br />
Mortgage Loan. For further information in relation to Société Générale and CCF, see ‘‘The Lenders’’<br />
above. For further details as to the role of the <strong>FCC</strong> Servicers, see the section entitled ‘‘Summary of<br />
Principal Documents – The Receivables Transfer and Servicing Agreement − Management of the<br />
Receivables and Related Rights − Role and Duties of the <strong>FCC</strong> Servicers’’ below.<br />
The Noteholder Representative<br />
Association de Représentation des Masses de Titulaires de Valeurs Mobilières, of Centre Jacques<br />
Ferronnière, 32, rue du Champ de Tir, B.P. 81236, 44312 Nantes Cedex 3, France, will be the initial<br />
Noteholder Representative in respect of each Class of Notes.<br />
Principal Paying Agent<br />
<strong>HSBC</strong> Bank plc acting through its office at 8 Canada Square, London, E14 5HQ, United Kingdom, will<br />
be appointed to act as Principal Paying Agent under the Paying Agency Agreement.<br />
Irish Paying Agent<br />
<strong>HSBC</strong> Institutional Trust Services (Ireland) Limited, acting through its office at <strong>HSBC</strong> House, Harcourt<br />
Centre, Harcourt Street, Dublin 2, Ireland, will be appointed to act as paying agent in Ireland under the<br />
Paying Agency Agreement.<br />
The Issuer Account Bank and Cash Manager<br />
CCF will be appointed by the Issuer to operate (acting on the instructions of the Management Company)<br />
the Issuer Transaction Account, the Mortgage Reserve Accounts and the Liquidity Facility Standby<br />
Account on behalf of the Issuer and will maintain such accounts and the monies held therein in<br />
accordance with the Issuer Account Bank and Cash Management Agreement and the Transaction<br />
Documents.<br />
The Borrowers Account Banks<br />
The accounts of the Borrowers will be held with Société Générale and CCF as Borrowers Account Banks.<br />
The Liquidity Facility Provider<br />
CCF will, on the Closing Date, provide a euro Liquidity Facility to the Issuer pursuant to the Liquidity<br />
Facility Agreement. See further the section entitled ‘‘Summary of Principal Documents – The Liquidity<br />
Facility’’ below for a description of the Liquidity Facility and the section entitled ‘‘The Liquidity Facility<br />
Provider’’ for a description of the Liquidity Facility Provider.<br />
The Hedging Providers<br />
Each of <strong>HSBC</strong> Bank plc and Société Générale will, on the Closing Date, enter into certain hedging<br />
arrangements (in the form of swaps and interest rate caps) with the Issuer pursuant to the terms of the<br />
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