FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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(k) (l) (m) (n) any breakage costs payable by the Borrowers to the Lenders pursuant to the Financing Documents; any amount payable by or on behalf of the Borrowers to the Borrowers Account Banks; (without double counting in respect of items already included in (e) to (l) above) the aggregate amount as reported in the relevant Quarterly Operating Reports of all irrecoverable costs, expenses, charges and rental taxes in respect of the Occupational Tenants incurred by the relevant Borrowers; any amounts of irrecoverable VAT on amounts paid or payable under paragraphs (e) to (m) above; Incoming Property means a property which is available to be substituted for the relevant Secured Property within the Property Portfolio and which has been selected by the Borrower; Information means, together, the Investor Presentation Materials, the Tenancy Schedules, the Due Diligence Reports, the Model Information, the Investor Reports, the Financial Information and the Offering Circulars and such other information as may be or have been provided to the Rating Agencies from time to time; Information Date means, in respect of each calendar quarter, the day falling the fifteen (15 th ) Business Day15 Business Days following the relevant Calendar Quarter Date last day of such quarter, upon which the Borrowers’ Agent shall send the Quarterly Operating Report to the relevant FCC Servicer; Information Meeting has the meaning given to it in Condition 13(f) (Information Meeting); Initial Facility Fee means an amount equal to all the fees, costs and expenses properly and reasonably incurred by the Issuer on or before the Closing Date in connection with the issue of the Notes, the making of the Commercial Mortgage Loans and the negotiation, preparation and execution of each Issuer Transaction Document (to the exclusion of any fees, taxes and duties payable to the Notary and the costs and publicity expenses relating to the setting up of the Obligor Security). In relation to a particular Borrower, Initial Facility Fee means that Borrower’s proportionate share (divided as between the Borrowers by reference to the principal amounts advanced under their respective Commercial Mortgage Loans) of all amounts making up such fee; Initial Valuation means the value of the Secured Property as at the Closing Date or, in respect of an Incoming Property, the date it was acquired; Insolvency Proceedings means the winding-up, dissolution, or administration of a company or corporation and shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or of any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors; Insurance Assignment means the Dailly law assignment by way of security (cession de créances professionnelles à titre de garantie) of all proceeds receivable by the Borrowers under the Insurance Policies together with the transfer by way of delegation under Article L.121-13 of the French Insurance Code of those insurance proceeds that are not subject to the Dailly law assignment by way of security, the benefit of which shall be transferred to the Issuer on the Closing Date: Insurance Policy means, in respect of any Borrower, each of the policies of insurance relating to the relevant Commercial Mortgage Loan Agreement and any policies of insurance (other than the policies of life assurance or third party liability) taken out by or on behalf of any Borrower (including any insurances taken out by the Borrowers or Occupational Tenants) and any replacement policies thereof, in which any Borrower may now or hereafter have an interest; Insurer Rating Criteria means a rating of ‘‘A’’ (or better) for long term debt obligations from Fitch and S&P; Interest Amount has the meaning given to it in Condition 4(d) (Interest – Determination of Rates of Interest and Calculation of Interest Amounts); Interest Determination Date means the date falling two (2) Business Days prior to an Interest Payment Date; Intellectual Property means all rights to patents, trademarks, business names, know-how and other intellectual property rights whether arising through ownership, licence or use and whether registered, subject to registration or otherwise; Interest Payment Date means 18 February, 18 May, 18 August and 18 November in each year, except if such day is not a Business Day, in which case it shall be the next succeeding Business Day unless such day falls in the next month, in which case it shall be the preceding Business Day, on which interest will be paid in respect of the Notes; 251
Interest Period means each period from (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date provided that the first Interest Period shall be the period from (and including) the Closing Date and ending on (but excluding) the Interest Payment Date falling in February 2006 and the last Interest Period shall be the period from (and including) the Interest Payment Date falling in May 2017 and ending on (but excluding) the Final Maturity Date; Investment Value means the Market Value of the applicable property subject to the terms of the relevant Occupational Lease (assumed to exist when valuing an Incoming Property); Investor Presentation Materials means all materials, including slides, prepared by the Joint Lead Managers in connection with the marketing of the Notes and the credit rating thereof; Investor Report means the report substantially in the form and content scheduled to be prepared quarterly by the Management Company on behalf of the Issuer; Irish Paying Agent means HSBC Institutional Trust Services (Ireland) Limited acting through its office at HSBC House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland; Irish Stock Exchange means the Irish Stock Exchange Limited; Issuer means the debt mutual funds (fonds commun de créances) named FCC Proudreed Properties 2005, created at the joint initiative of the Management Company and the Custodian, acting as founders of the Issuer, and governed by the Issuer Regulations, Articles L.214-43 to L.214-49, and Article L.231-7 and Articles R.214-92 to R.214-115 of the French Monetary and Financial Code and by any law whatsoever applicable to fonds communs de créances; Issuer Account Bank means, as at the Closing Date, CCF; Issuer Account Bank and Cash Management Agreement means the agreement dated 21 October 2005 between, inter alios, the Management Company (representing the Issuer), the Custodian, the Cash Manager and the Issuer Account Bank; Issuer Accounts means the Issuer Transaction Account, the Mortgage Reserve Account and the Liquidity Facility Standby Account; Issuer Cost of Funds means, in relation to a Commercial Mortgage Loan, the rate determined by the Management Company as being equal to the sum of the relevant Base Rate and the Relevant Margin, where the Base Rate is equal to the weighted average of (i) a fixed rate applied to that proportion of the principal amount outstanding of the Commercial Mortgage Loans corresponding to the notional amount of the fixed/floating interest rate swap transactions entered into by the Issuer under the Hedging Agreements and (ii) the lesser of EURIBOR and a fixed cap applied to that proportion of the principal amount outstanding of the Commercial Mortgage Loans corresponding to the notional amount of an interest rate cap transaction entered into by the Issuer under the Hedging Agreements, and the Margin is an adjustable fixed rate reflecting the weighted average of the Relevant Margins on the Principal Amount Outstanding of the Notes; Issuer Creditors means the Noteholders, each Noteholder Representative, the Issuer Account Bank and Cash Manager, the Paying Agents, the Management Company, the Custodian, the Hedging Provider(s), the Liquidity Facility Provider, the statutory auditor of the Issuer, the Rating Agencies and the FCC Servicers; Issuer Debt Service Required Amount means, in respect of any Interest Payment Date, the amount required to pay the Issuer’s outstanding obligations under items (a) to (h) of the Issuer Pre-Enforcement Priority of Payments on such Interest Payment Date; Issuer Facility Fees means the Initial Facility Fee together with the On-going Facility Fee; Issuer Liquidation Date means the date upon which the liquidation procedure of the assets of the Issuer is completed in accordance with the Issuer Regulation; Issuer Post-Enforcement Priority of Payments means the order of the Issuer’s priority of payment post enforcement of the Notes as set out in Condition 3(i) (Status and Priority – Priority of Payments Following Enforcement); Issuer Pre-Enforcement Priority of Payments means the order of the Issuer’s priority of payment prior to enforcement of the Notes as set out in Condition 3(h) (Status and Priority – Priority of Payments Prior to Enforcement); 252
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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
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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 and 250: FCC Servicer means each entity appo
Page 251: La Défense, France respectively (o
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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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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