FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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undertakes to act as property manager for the purposes of, inter alia, managing, promoting and administering the relevant Property; Property Manager means (a) at the date of the Commercial Mortage Loan Agreement, FIPAM in its capacity as property manager under the relevant Property Management Agreement, and (b) or such other replacement as may be appointed by the Borrowers in accordance with the Commercial Mortage Loan Agreement; Property Manager Duty of Care Agreements means the duty of care agreement entered into by the Property Manager, the Management Company, the Paris Properties Borrowers and the Proudreed France Borrowers, and dated 21 October 2005; Property Portfolio means with respect to a Borrower Group, the portfolio of Secured Properties belonging to the relevant Borrowers from time to time, and Property Portfolios shall mean the aggregate of both such portfolios from time to time; Proudreed France Borrowers means each of Proudreed France SARL, SCI Dep-Immo–Comm, and SCI 2PI; Quarterly Operating Report means, in respect of each Commercial Mortgage Loan Agreement, the consolidated report to be delivered by the Borrower’s Agent on behalf of the relevant Borrowers to each FCC Servicer on each Information Date; Rate of Interest has the meaning given to it in Condition 4(c) (Interest−Rate of Interest); Rating Agencies means Fitch and S&P or, where the context requires, either of them. If at any time Fitch or S&P is replaced as a Rating Agency, then references to its rating categories shall be deemed instead to be references to the equivalent rating categories of the entity which replaces it as a Rating Agency; Rating Criteria means, in respect of a bank, a rating of at least A-1+ by S&P and F1 by Fitch, in each case in respect of its short-term debt obligations; Rating Downgrade Event means written notification from the Rating Agencies to the Management Company (copied to the Custodian), confirming that the then current ratings of the Notes will be adversely affected by the relevant event or matter; Ratings Test means receipt by the Management Company of a confirmation from each of the Rating Agencies (or, if at any time there is only one Rating Agency, that Rating Agency) that, in respect of any event or matter in respect of which such confirmation is required or sought, either: (a) no Rating Downgrade Event in respect of such Rating Agency has or will occur as a result of the relevant event or matter; or (b) that Rating Agency will not downgrade any of the Notes as a result of the relevant event or matter; Receivables has the meaning provided in the section entitled ‘‘Transaction Overview – Issuer of the Notes and advance of the Commercial Mortgage Loan’’; Receivables Transfer and Servicing Agreement means the transfer and servicing agreement to be dated on or about the Closing Date, entered into by, inter alios, the Management Company, the Custodian, each Seller, each FCC Servicer and the Obligors, the Property Manager and the Borrowers’ Agent, pursuant to which each Seller will agree to transfer the Receivables (including the attached Related Rights) to the Issuer and each FCC Servicer will agree to service the Receivables for the account of the Issuer; Reference Amount means, in respect of any Reference Year, an amount equal to the Historical Net Rental Income for the preceding Reference Year, provided that (a) in respect of the first Reference Year, the Reference Amount will be equal to (i) u14,000,000 in respect of the Proudreed France Borrowers and (ii) u42,000,000 in respect of the Paris Properties Borrowers, and (b) in respect of the final Reference Year, the Reference Amount will be equal to the Historical Net Rental Income for the preceding Reference Year divided by 365 and multiplied by the number of days in the final Reference Year; Reference Banks means the principal Paris office of four major banks in the Paris inter-bank market selected by the Management Company at the relevant time; Reference Period means, as the context requires, each period running from one Loan Interest Payment Date to the following Loan Interest Payment Date, or the period running from the Closing Date to the first Loan Interest Payment Date; Reference Year means each calendar year, with the exception of the first Reference Year, which shall begin on the Closing Date and end on 31 December 2006; 261
Regulation S means Regulation S under the Securities Act; Related Rights means any guarantee or security granted by an Obligor to any Lender the benefit of which will be assigned to the Issuer together with the Receivables on the Closing Date by way of a Transfer Document, in order to guarantee the payment of any amount owed by it, and/or the fulfilment of the obligations of, such Obligor in connection with the Receivables, including: (a) any Obligor Security; and (b) any guarantee or document executed and delivered after the date of the Commercial Mortgage Loan Agreement by means of which any Obligor grants any mortgage, pledge, lien, hypothecation, right of set-off, assignment by way of security, reservation of title, or any other security interest or guarantee whatsoever to the relevant Lender; Relevant Margin has the meaning given to it in Condition 4(c) (Interest – Rate of Interest); Reporting Date means, in relation to any Loan Calculation Date, the day falling on the fifth Business Day after such Loan Calculation Date; RICS means the Royal Institution of Chartered Surveyors; RICS Appraisal and Valuation Standards means the mandatory rules, best practice guidance and related commentary for members of RICS who undertake property valuations; S&P means Standard & Poor’s Ratings Services, a division of the McGraw Hill Companies, Inc. or any successor to its rating business; Same-Day Substitution Disposal means a disposal of a relevant Disposal Property as substituted on the same day by another Secured Property in accordance with the Commercial Mortgage Loan Agreements; Second Reference Period means the period beginning on (and including) the last Loan Calculation Date prior to the seventh anniversary of the Closing Date and ending on the Final Repayment Date; Secured Properties means, with respect to each Borrower, the properties listed in the table set out in the relevant Commercial Mortgage Loan Agreement and any Incoming Properties substituted therefor (and shall include all estate rights and interests in such properties and all buildings, structures and fixtures on such properties) ; Securities Act means the United States Securities Act of 1933, as amended; Sellers means each of CCF and Société Générale in its capacity as a seller of Receivables pursuant to the Receivables Transfer and Servicing Agreement; Servicing Report means the report to be provided by each FCC Servicer on each Loan Calculation Date to the Management Company substantially in the form set out in (and containing the information referred to in) Schedule 4 of the Receivables Transfer and Servicing Agreement; Shares Pledge means each pledge granted by each Parent Obligor over its shares in the relevant Borrowers (and, in respect of SAS IDB, over the financial instruments account comprising the shares in SAS IDB and the Borrower Dividend Account) in favour of the relevant Lender as security for its obligations under the relevant Commercial Mortgage Loan Agreement; Specified office means with respect to the Paying Agents the offices listed at the end of the Conditions or such other offices as may from time to time be duly notified pursuant to Condition 13 (Notices and Information) provided that any specified office shall not be an office within the United States or its possessions; Stabilising Manager means each of Société Générale acting through its office at 17 Cours Valmy 92987 La Défense, Paris, France and HSBC Bank plc acting through their office at 8 Canada Square, London E14 5HQ, United Kingdom; Standby Deposit means the amount standing to the credit of the Liquidity Facility Standby Account from time to time together with interest on such deposit; Subordination Agreement means, in relation to each Borrower Group, the subordination agreement dated 21 October 2005 between, inter alios, the Lenders, the Management Company and the Borrowers and Parent Obligors of that Borrower Group; Subordinated Loan means any loan made to a Borrower by any member of that Borrower’s Borrower Group who has agreed to subordinate its rights in respect of that loan pursuant to the relevant Subordination Agreement to be entered into on or about the Closing Date; 262
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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
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DEPRECIATION Corporate name: PROUDR
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TABLE OF RECEIVABLES AND LIABILITIE
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Corporate Name: PROUDREED France DE
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Corporate name: PROUDREED France FI
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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 and 252: La Défense, France respectively (o
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: Loan Agreement during such Forward-
Page 265 and 266: HSBC Bank plc 8 Canada Square Londo
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