FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

TRANSACTION OVERVIEW
The information in this section does not purport to be complete and is qualified in its entirety by reference
to the detailed information appearing elsewhere in this Offering Circular. Prospective purchasers of the
Notes are advised to read carefully, and to rely solely on, the detailed information appearing elsewhere in
this Offering Circular in making any decision whether or not to invest in any Notes. Capitalised terms used,
but not defined, in this section can be found elsewhere in this Offering Circular, unless otherwise stated. A
schedule of defined terms is set out at the end of this Offering Circular.
Issue of the Notes and advance of the Commercial Mortgage Loans
On or about the Closing Date Société Générale will provide to each of the Paris Properties Borrowers,
and CCF will provide to each of the Proudreed France Borrowers, a Commercial Mortgage Loan
pursuant to the terms of two separate Commercial Mortgage Loan Agreements. The proceeds of each
Commercial Mortgage Loan will be used in part to refinance existing mortgage loans (the ‘‘Existing
Loans’’), as well as to finance inter-company loans and to pay certain expenses.
On the Closing Date, the Issuer will issue the Notes and use the proceeds to purchase from the Lenders
(in their capacities as Sellers) pursuant to a receivables transfer and servicing agreement entered into
between the Management Company, acting in the name and on behalf of the Issuer, the Custodian and
the Lenders the right to receive principal and interest (and related security) (the ‘‘Receivables’’) in respect
of each Commercial Mortgage Loan.
The Issuer will use receipts of principal and interest paid to it in respect of the Commercial Mortgage
Loans together with any Hedging Payments from the Hedging Providers and any drawings from the
Liquidity Facility to make payments of principal and interest due in respect of the Notes.
Each Lender, acting in its capacity as FCC Servicer, will continue to perform the servicing and collection
of amounts due under the Commercial Mortgage Loan in respect of which it was the Lender of record.
The Lenders (whether in their capacity as Lenders, as FCC Servicers or in any other capacity) will not be
responsible for and will not guarantee the performance of the obligations of the Obligors under the
Commercial Mortgage Loans or the performance of the obligations of the Issuer under the Notes. The
ability of the Issuer to make payments of principal and interest due in respect of the Notes is ultimately
dependent on the ability of the Borrowers to make payments of principal and interest due in respect of
the Commercial Mortgage Loans, which is unrelated to the creditworthiness of the Lenders.
In order to secure its obligations as Borrower under its Commercial Mortgage Loan and the other
Transaction Documents to which it will be a party each Borrower will transfer (by way of subrogation)
to the Lenders the existing mortgages and lender’s liens securing its Existing Loans. The Borrowers will
grant to the Lenders additional security over all of its Property Portfolio, including an assignment of its
rights to any rental income relating to the properties contained within its Property Portfolio and under
any insurance policies relating to its Property Portfolio, and security over its bank accounts. The Parent
Obligors (where applicable) will also grant security over the shares which they hold in the Borrowers.
Such security interests will be transferred to the Issuer upon the transfer of the Receivables to the Issuer.
Rental and other income of each of the Borrowers will be collected in a Borrower Transaction Account
and other charged accounts of each Borrower from which monies may be released to the relevant
Borrower once prior ranking payments have been made (See ‘‘Resources Available to the Borrowers and
the Issuer – Borrower Accounts’’).
Certain of the Borrowers are finance lessees under finance leases entered into with third party finance
lessors with respect to a limited number of properties that are not included in either of the Property
Portfolios. Rents due by the relevant Borrowers to the finance lessors will be paid in priority to interest,
principal and other amounts due by the Borrowers under the Commercial Mortgage Loans (See ‘‘Risk
Factors – Risks relating to the existing Finance Leases’’).
Liquidity Facility
On or before the Closing Date, the Issuer will enter into a 364 day revolving euro liquidity facility
agreement with the Liquidity Facility Provider.
If the Management Company (on behalf of the Issuer) determines on any Determination Date that there
will be a Liquidity Shortfall, the Management Company (on behalf of the Issuer) shall, on the date that
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