FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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Fitch means Fitch Ratings Ltd., or any successor to its rating business; Forward-Looking Calculation Period means, in respect of any Loan Calculation Date, the period of three months which begins on (and excludes) the Calendar Quarter Date immediately preceding such Loan Calculation Date (or, in respect of the first Forward-Looking Calculation Period, the later of such Calendar Quarter Date and the Closing Date) and ends on (and includes) the next following Calendar Quarter Date; French Commercial Code means the French Code de commerce; French Monetary and Financial Code means the French Code monétaire et financier; Gross Cash Proceeds means in the case of any Permitted Disposal, the total consideration received by the relevant Borrower in connection with such disposal (net of any amounts that notaries are legally entitled to retain and in respect of which they are liable in the normal course of their business, including any costs relating to releases of an Obligor Security); Gross Rental Income means, for any period, the aggregate of all amounts received or, as applicable, invoiced by or for the account of the Borrowers in connection with the letting or other use of the Secured Properties (together with any amounts attributable to VAT), as reported in the relevant Quarterly Operating Reports including each of the following items (without double counting): (a) rent and other usage fees invoiced during that period, adjusted to reflect the variation in delinquent payments during that period; (b) a sum invoiced or received in respect of any apportionment of rent allowed in favour of the Borrower in respect of that period; (c) any Ancillary Income invoiced during that period, adjusted to reflect the variation in delinquent payments during that period; (d) any sum received during that period under any policy of insurance in respect of loss of rent, including for the payment of default interest; (e) any sum received (or the value of any consideration given) during that period for the surrender or variation of any Occupational Lease; (f) any sum received during that period from any guarantor of any Occupational Tenant under any Occupational Lease; (g) any interest on, and any damages, compensation or settlement, received during that period in respect of, any sum referred to above less any related fees and expenses incurred for the recovery thereof (which have not been reimbursed by another person) by the Borrower; (h) any sum invoiced or received by way of reimbursement of or provision for service charges and rental taxes; (i) any contribution to a sinking fund by an Occupational Tenant; provided that, when used in connection with a Forward-Looking Calculation Period, amounts referred to above, as having been invoiced or received (as set out in the relevant Quarterly Operating Reports or as adjusted to reflect the variation in delinquent payments during that period, as the case may be) shall be interpreted as meaning amounts to be invoiced or received; Hedging Agreement means each ISDA Master Agreement (1992 Multi-currency Cross-border Version), the schedule thereto and each confirmation, each dated the Closing Date between the Management Company on behalf of the Issuer, the Custodian and each Hedging Provider and the transactions effected thereunder, together the Hedging Agreements; Hedging Credit Support Document means, in respect of each Hedging Agreement and Hedging Provider, the 1995 ISDA Credit Support Annex (Bilateral Form-Transfer) or such other collateral agreement as may be entered into between the Issuer and the relevant Hedging Provider; Hedging Downgrade Event has the meaning given in the Hedging Agreements but, in any event, equating to the Hedging Providers ceasing to have a short term debt rating of A-1 by S&P and a combined short term rating of at least F1 and long term rating of at least A by Fitch; Hedging Payments means those payments due from the Hedging Providers under the Hedging Agreements; Hedging Providers means, as at the Closing Date, HSBC Bank plc and Société Générale, acting through their offices at 8 Canada Square, London, E14 5HQ, United Kingdom and 17 Cours Valmy 92987 Paris 249
La Défense, France respectively (or such other replacement parties as may be appointed by the Issuer in accordance with the Transaction Documents); Hedging Subordinated Amounts means any amounts due to the Hedging Providers under the Hedging Agreements (other than any amounts attributed to the return of collateral to such Hedging Provider) either (a) due to the occurrence of an Event of Default (as defined under the Hedging Agreements) where the Hedging Provider is the Defaulting Party (as defined in the Hedging Agreements) or a Hedging Downgrade Event under such Hedging Agreement in respect of which the Hedging Provider is the defaulting or affected party or (b) in respect of amounts by which any payment made to the relevant Hedging Provider under the relevant Hedging Agreement is increased as a consequence of an amount for or on account of Tax being required to be withheld or deducted from that payment; Hedging Termination Payments means any amounts due to the Hedging Providers under the Hedging Agreements (to the extent not funded by payments of interest in respect of the Commercial Mortgage Loans) including any amounts due to a Hedging Provider under a Hedging Agreement on termination of such Hedging Agreement but excluding any Hedging Subordinated Amounts; Historical Calculation Period means, in respect of a Loan Calculation Date, the period of twelve months (or less in respect of the first twelve months after the Closing Date), which begins on (and excludes) a Calendar Quarter Date falling on or after the Closing Date and ends on (and includes) the Calendar Quarter Date preceding such Loan Calculation Date. Any such calculations required for an Historical Calculation Period that contains fewer than four complete financial quarters will be done in each case only on the basis of taking the actual figures for any complete quarters contained in such Historical Calculation Period; Historical ICR means, as of any Loan Calculation Date, the ratio of the Historical Net Rental Income to the Historical Interest Charges in respect of the Historical Calculation Period in respect of such Loan Calculation Date; Historical Interest Charges means, in relation to an Historical Calculation Period, the accrued cost of interest for the relevant Borrower Group under the relevant Commercial Mortgage Loan Agreement during such Historical Calculation Period; Historical Net Rental Income means, in respect of any Historical Calculation Period, the sum of: (a) the aggregate amount of Gross Rental Income (excluding any amounts attributable to VAT), as reported in the relevant Quarterly Operating Reports and adjusted for the purposes of the treatment, in accordance with accrual basis accounting principles, of any non-cash entries relating to rent free periods or tenants’ incentives and any premium or other consideration paid to a Borrower in connection with the surrender of an Occupational Lease; (b) all other interest income for the relevant Historical Calculation Period; (c) minus any amounts under items (h) and (i) of the definition of Gross Rental Income in respect of the relevant Historical Calculation Period; (d) minus any amounts of Gross Rental Income (excluding for these purposes any items already excluded by (c) above) payable in respect of the Secured Properties since the Closing Date and recognised as being bad or doubtful during the relevant Historical Calculation Period; less the sum of the following items, in each case in respect of the relevant Historical Calculation Period: (e) all amounts payable to the Property Manager (or its agents), to the extent not recoverable from Occupational Tenants; (f) any fees and expenses payable by the Borrowers pursuant to sub-paragraph (b)(iv) of the definition of On-going Facility Fee; (g) any other amounts payable by the Borrower to the Issuer by way of On-going Facility Fee under the Commercial Mortgage Loan Agreement in respect of amounts described in sub-paragraphs (a) to (e) and sub-paragraphs (h) and (i) of the definition of On-going Facility Fee; (h) any corporation or equivalent tax payable by the Borrower in respect of the Gross Rental Income; (i) any other amounts payable by the Borrowers to the French tax authorities (other than VAT); (j) any amounts payable to a Valuer in respect of any Valuation Report issued in accordance with the terms of a Commercial Mortgage Loan Agreement; 250
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FCC Proudreed Properties 2005 a Fre
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(having taken all reasonable care t
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CONTENTS SECTION PAGE PRINCIPAL CHA
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PRINCIPAL CHARACTERISTICS OF THE CO
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LTV Ratio: Security: Insurance: Mor
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DIAGRAMMATIC OVERVIEW OF PARTIES AN
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is one Business Day following such
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SARL Enoville is a French limited l
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Hedging Agreements. For a descripti
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For further details as to the risks
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2. Tenant Concentration (Top 10 Ten
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6. Sectoral Weightings: (Industrial
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Paris Properties 1. Summary descrip
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Property Name Property address Type
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3. Lease type and length of lease S
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7. Details of the Top Ten Propertie
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Property Number 7 Property Name Cha
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PRINCIPAL FEATURES OF THE NOTES Bel
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‘‘AA’’ by Fitch and a ratin
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Interest Rate Risks Interest on the
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after among other things, payments
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same criteria as apply to the Secur
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Although any successor manager of a
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within the Property Portfolio relat
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this judicial procedure. The judgme
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Risks relating to Planning - Right
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(a) to obtain an order for, or paym
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Secured Properties The Secured Prop
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described under ‘‘Obligor Secur
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(together with accrued interest). F
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date on which sale proceeds are rec
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Facility Fees Pursuant to the terms
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• details of the Property Manager
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taking into account any rent guaran
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(d) any Obligor or the Borrowers’
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(or u100,000 for Proudreed France S
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Account and the related Disposal Ex
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The ‘‘Due Diligence Criteria’
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(e) a deposit (by way of gage-espè
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Pursuant to the terms of the Proper
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negatively affect the credit qualit
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provided however that no such termi
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RESOURCES AVAILABLE TO THE BORROWER
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Reserve. Furthermore, in the event
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Obligor Post-Enforcement Priorities
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Account following the occurrence of
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(e) fifth, in or towards satisfacti
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On delivery of a Note Enforcement N
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VALUATION REPORTS 22 septembre 2005
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We attach schedule of values, divid
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15 June 2005 Proudreed France Sarl
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Finally, we would ask that neither
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Finally, we would ask that neither
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This valuation is provided for the
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We confirm that we are able to comp
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We confirm that we are able to comp
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For recently completed developments
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Schedule of Values - Appendix 1 130
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Appendix 2 - Schedule of Values 132
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Appendix 4 Net Market Fund Ref Prop
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We are in the opinion that the valu
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Assets of the Issuer Receivables an
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The Custodian will receive a fee, p
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et seq. of the French Monetary and
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THE BORROWERS The Paris Properties
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• borrowing or more generally rai
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Loan Capital: Commercial Mortgage L
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− and generally all transactions
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7 rue d’Amiens S.C.I. Introductio
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• granting any security interest
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1 - BALANCE SHEET - ASSETS Corporat
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3 - INCOME STATEMENT Corporate name
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NOTES TO THE ACCOUNTS Before repart
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FIXED ASSETS Corporate name: PARIS
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RESERVES IN THE BALANCE SHEET Corpo
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TABLE OF ACCRUED ASSETS AND ACCRUED
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LEASING Corporate name: PARIS PROVI
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AFFILIATED COMPANIES AND INVESTMENT
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P.P.M.P.P. Financial Statements Yea
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2 - BALANCE SHEET - LIABILITIES AND
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3 - INCOME STATEMENT (CONTINUED) Co
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Corporate name: P.P.M.P.P. FIXED AS
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RESERVES IN THE BALANCE SHEET Corpo
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TABLE OF ACCRUED ASSETS AND ACCRUED
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SECURITY INTEREST GUARANTEED DEBTS
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The Paris Properties Parent Obligor
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which it is or will be a party (inc
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Principal Activities The principal
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PROUDREED FRANCE Financial Statemen
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2 - BALANCE SHEET - LIABILITIES AND
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3 - INCOME STATEMENT (CONTINUED) Co
Page 199 and 200: The principal schedules of deprecia
Page 201 and 202: DEPRECIATION Corporate name: PROUDR
Page 203 and 204: TABLE OF RECEIVABLES AND LIABILITIE
Page 205 and 206: Corporate Name: PROUDREED France DE
Page 207 and 208: Corporate name: PROUDREED France FI
Page 209 and 210: AFFILIATED COMPANIES AND INVESTMENT
Page 211 and 212: THE HEDGING PROVIDERS HSBC Bank plc
Page 213 and 214: TERMS AND CONDITIONS OF THE NOTES T
Page 215 and 216: above, on the basis of the offered
Page 217 and 218: (k) the Master Definitions and Fram
Page 219 and 220: and Paris Properties SARL and, in r
Page 221 and 222: (vi) ‘‘repay’’, ‘‘redee
Page 223 and 224: (ii) if there are no Class A Notes
Page 225 and 226: Priority of Payments Following Enfo
Page 227 and 228: Determination of Rates of Interest
Page 229 and 230: (although the Issuer will not have
Page 231 and 232: Currency of Payment (b) Payments in
Page 233 and 234: (f) (i) (ii) agreed that until all
Page 235 and 236: Management Company and the relevant
Page 237 and 238: Notices by Delivery to Euroclear, E
Page 239 and 240: TAXATION French Taxation Pursuant t
Page 241 and 242: which it sells Notes during the dis
Page 243 and 244: (c) the excerpts of the financial r
Page 245 and 246: Borrowers Account Bank means (i) in
Page 247 and 248: (b) (B) not confer a direct or indi
Page 249: FCC Servicer means each entity appo
Page 253 and 254: Interest Period means each period f
Page 255 and 256: (i) (j) any dividend payment by tha
Page 257 and 258: Mortgage means (i) the mortgages (h
Page 259 and 260: (iv) any amounts payable by the Iss
Page 261 and 262: Loan Agreement during such Forward-
Page 263 and 264: Regulation S means Regulation S und
Page 265 and 266: HSBC Bank plc 8 Canada Square Londo
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