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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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7 rue d’Amiens S.C.I.<br />

Introduction<br />

7 rue d’Amiens S.C.I. (‘‘7 rue d’Amiens’’) was incorporated in Paris on 28 September 1990 (registered<br />

number 379 418 536) as a private company with limited liability under the laws of France. The registered<br />

office of 7 rue d’Amiens is at 36 avenue Hoche, 75008 Paris.<br />

The authorised share capital of 7 rue d’Amiens is u2,000, divided into 1,000 ordinary shares of u2 each,<br />

999 of which are fully paid up and are held by Paris Provinces <strong>Properties</strong> and 1 of which is fully paid up<br />

and is held by Paris <strong>Properties</strong>.<br />

Principal Activities<br />

The principal objects of 7 rue d’Amiens are set out in Article 2 of its Articles of Incorporation, which<br />

provides that the objects of the company include, inter alia:<br />

– the purchase, either for consideration or by means of contribution of all or part of commercial or<br />

industrial properties, developed or undeveloped, and any other properties of an equivalent nature, as<br />

well as the financing and refinancing by all means of such transactions;<br />

– the construction, fitting-out, administration, management and renting as well as the execution of any<br />

agreement relating thereto;<br />

– the purchase, subscription, possession and transfer of shares in any existing or future company whose<br />

activity is dedicated to the purchase, ownership, use, administration and management, by means of<br />

renting the properties or otherwise, of properties to be built on plots of land which have been<br />

purchased beforehand, or of any other property the company may own.<br />

– the purchase or subscription of shares of any company whose main object is to facilitate directly or<br />

indirectly the possession of commercial or industrial properties, whether already built or to be built,<br />

with a view to renting such properties;<br />

– any transactions (whether property related or not) which directly or indirectly further the aims of one<br />

of the above mentioned objects, or are useful or necessary for the management of the assets of the<br />

company or which may facilitate the above objects, and namely:<br />

• borrowing or more generally raising funds, by itself or with other companies (whether the<br />

company is liable on a several basis or on a joint and several basis with the other companies<br />

pursuant to such transactions);<br />

• granting any security interest (‘‘sûreté réelle’’) or guarantee (‘‘sûreté personnelle’’) or entering into<br />

any agreement whose effect or object is to guarantee the performance of the obligations (such as<br />

the mortgages, liens, pledges, assignment of receivables) and in particular granting such security<br />

interest or guarantee (or entering into such acts) in order to guarantee the performance by a third<br />

party of its obligations;<br />

– and generally all transactions (whether financial, commercial, industrial, non-commercial, property or<br />

capital) directly or indirectly concerning the above-mentioned object or any similar or related objects<br />

and which, in any case, directly or indirectly further the expansion or achievement of such goals, with<br />

the exception of those transactions pursuant to which the company may lose its status as a civil<br />

company.<br />

7 rue d’Amiens has not engaged, since its incorporation, in any activities other than those described in its<br />

corporate purpose and those incidental thereto and registration as a private limited company under the<br />

laws of France, the authorisation of the documents and matters referred to or contemplated in this<br />

document to which it is or will be a party (including but not limited to the Commercial Mortgage Loan<br />

Agreement and the granting of security for repayment of the Commercial Mortgage Loan Agreement)<br />

and matters which are incidental or ancillary to the foregoing. Other than as described in the foregoing<br />

sentence, 7 rue d’Amiens has not, since its incorporation, engaged in any activities.<br />

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