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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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Delivery of documents<br />

A copy of the documents referred to in the section above may be obtained from the Management<br />

Company by the Noteholders or Unitholders and any Transaction Party upon request.<br />

The Management Company shall be responsible for communicating to the Noteholders, the Unitholders,<br />

the Noteholder Representatives the Custodian the Rating Agencies, the Paying Agents, the Cash<br />

Manager, the <strong>FCC</strong> Servicer, the Issuer Account Bank, the Hedging Providers, the Liquidity Facility<br />

Providers and, through the Paying Agents, the Irish Stock Exchange, copies of all reports in its possession,<br />

together with any other information in its possession required by any of the foregoing in respect of the<br />

Receivables.<br />

Quarterly Information – Investor Report<br />

On or before the Business Day immediately preceding each Interest Payment Date, the Management<br />

Company shall provide the <strong>FCC</strong> Servicer, the Custodian, the Cash Manager, the Paying Agents, the<br />

Liquidity Facility Provider and the Hedging Providers with an Investor Report setting out, among other<br />

things:<br />

• details of interest, Pool Factor and principal paid and payable on each class of Notes;<br />

• details of the Commercial Mortgage Loans (including any covenant testing);<br />

• the latest Market Value of the Property Portfolios (based upon the most recent Valuation Report);<br />

• details of each Property Portfolio by reference to property type and region;<br />

• details of the top 10 Occupational Tenants (by rental income generated) for each Property Portfolio;<br />

• details of any disposals and substitutions in respect of each Property Portfolio;<br />

• total Gross Rental Income and the Estimated Rental Value for each Property Portfolio; and<br />

• details of any proposed Development the cost (excluding VAT) of which is estimated to be in excess<br />

of the greater of u250,000 and 10 per cent. of the Estimated Rental Value of the relevant Secured<br />

Property.<br />

Custodian’s supervision<br />

In order to allow the Custodian to perform its supervisory duties in accordance with the applicable laws<br />

and regulations and the provisions of the Issuer Regulations, the Management Company shall deliver the<br />

draft of the documents referred to in above, by no later than fifteen (15) calendar days prior to the<br />

scheduled date on which such documents shall be issued, together with such information which have been<br />

necessary for the purposes of the issuance of the same, that the Custodian may reasonably request.<br />

The Units of the Issuer<br />

On the Closing Date, the Issuer shall issue two (2) Units of the same class with a nominal value of u 150<br />

(one hundred and fifty euros) each, for an issue price equal to 100% (hundred per cent) of the nominal<br />

value of each Unit. There shall be no other issue of Units after the Closing Date.<br />

The Units will be:<br />

(i) financial instruments (instruments financiers) within the meaning of Article L.211-1 of the French<br />

Monetary and Financial Code; and<br />

(ii) transferable securities (valeurs mobilières) within the meaning of Article L.211-2 of the French<br />

Monetary and Financial Code.<br />

In accordance with the provisions of Article L.211-4 of the French Monetary and Financial Code the Units<br />

are issued in dematerialised form (book entry form). No physical documents of title will be issued in<br />

respect of the Units.<br />

The Units will rank pari passu and rateably among themselves without any preference or priority; as<br />

between the Notes and the Units, the Notes will rank in priority to the Units, in accordance with the<br />

provisions of the French Monetary and Financial Code and the Issuer Regulations (in particular, the<br />

Issuer Priority of Payments).<br />

None of the Units shall be listed on any recognised French or foreign stock exchange or traded on any<br />

French or foreign securities market (whether regulated (réglementé) within the meaning of Articles L.421-1<br />

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