FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(b)
(B) not confer a direct or indirect right to acquire a share in the capital of a company; and
(C) be rated at least AAA (in the case of an investment having a maturity of more than 365
days) or F-1+ (in the case of an investment having a maturity of 365 days or less, and of
more than 30 days) or F-1 (in the case of an investment having a maturity of less than 30
days) by Fitch, and A-1+ by S&P;
(iii) any negotiable debt (titre de créances négociable) in the meaning ascribed by Articles L.213–1
et seq. of the French Monetary and Financial Code, denominated in Euros provided that: (i)
its short term credit rating shall be at least A-1+ by S&P and at least AAA (in the case of an
investment having a maturity of more than 365 days) or F-1+ (in the case of an investment
having a maturity of 365 days or less, and of more than 30 days) or F-1 (in the case of an
investment having a maturity of less than 30 days) by Fitch or higher (or such other credit
rating as may be approved by the Rating Agencies from time to time) or (ii) its long term credit
rating shall be at least AAA by Fitch and AA- by S&P; and/or
(iv) mutual fund shares (actions de société d’investissement à capital variable) or mutual fund units
(parts de fonds communs de placement) which are principally invested in the securities referred
to in paragraphs 2°, 3° and 4 of Article R.214-95 of the French Monetary and Financial Code,
denominated in Euros and provided that the short term unsecured, unguaranteed and
unsubordinated debt obligations of the issuing or guaranteeing entity are rated no lower than
A-1+ by S&P and/or at least AAA (in the case of an investment having a maturity of more
than 365 days) or F-1+ (in the case of an investment having a maturity of 365 days or less, and
of more than 30 days) or F-1 (in the case of an investment having a maturity of less than 30
days) by Fitch or higher (or such other credit rating as may be approved by the Rating
Agencies from time to time), with the exception of those referred to in Articles L.214–36 to
L.214–42 of the French Monetary and Financial Code;
(v) mutual debt fund units (parts de fonds communs de créances) (other than the Units)
denominated in Euros and provided that the short term unsecured, unguaranteed and
unsubordinated debt obligations of the issuing or guaranteeing entity are rated no lower than
A-1+ by S&P and at least AAA (in the case of an investment having a maturity of more than
365 days) or F-1+ (in the case of an investment having a maturity of 365 days or less, and of
more than 30 days) or F-1 (in the case of an investment having a maturity of less than 30 days)
by Fitch or higher (or such other credit rating as may be approved by the Rating Agencies from
time to time); and
(v) mutual debt fund units (parts de fonds communs de créances) (other than the Units)
denominated in Euros and provided that the short term unsecured, unguaranteed and
unsubordinated debt obligations of the issuing or guaranteeing entity are rated no lower than
A-1+ by S&P and F-1 (in the case of an investment having a maturity of no more than 30 days)
or AAA (in all other cases) by Fitch or higher (or such other credit rating as may be approved
by the Rating Agencies from time to time); and
(vi) deposits with a credit institution as referred to in paragraph 1° of Article R.214-97 of the
French Monetary and Financial Code, the short term unsecured and unsubordinated debt
obligations of which are rated at least F1 by Fitch and A-1+ by Standard’ Poor’s, provided that
such deposits are capable of being withdrawn or repaid within twenty-four (24) hours of
demand,
in each case as further described in the Issuer Regulations, and provided further that in each case,
no such investments have a maturity falling one Business Day prior to the relevant Interest Payment
Date, nor may they be disposed of prior to their respective maturities except in exceptional
circumstances and for the sole purposes of protecting the interests of the Noteholders and
Unitholders; and
in relation to any Borrower, any investment in a SICAV money market fund or other capitalprotected
liquid investment as further described in the relevant Commercial Mortgage Loan
Agreement, provided that in all cases (i) such investments have a maturity date falling no later than
the Business Day preceding the next following Loan Interest Payment Date, and (ii) the short term
unsecured, unguaranteed and unsubordinated debt obligations of the issuing or guaranteeing entity
are rated no lower than A-1+ by S&P and F-1 (in the case of an investment having a maturity of no
more than 30 days) or F-1+ (in all other cases) by Fitch or higher (or in each case such other credit
rating as may be approved by the Rating Agencies from time to time);
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