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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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