FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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consent of the Management Company to such modification has been obtained and (iii) prior notification is made to the Rating Agencies of such modification. Each FCC Servicer shall calculate the payment of principal and interest and all other amounts paid and/or payable by each Borrower under the Receivables to the Issuer Accounts, and communicate such amounts to the relevant Borrowers and/or the Borrowers’ Agent in accordance with the provisions of each Commercial Mortgage Loan Agreement. Without prejudice to the foregoing, on each Loan Calculation Date and otherwise as required by the Management Company and the Custodian from time to time, each FCC Servicer will calculate, on the basis of information provided by the Management Company, the following amounts in relation to the relevant Commercial Mortgage Loan: (a) the outstanding principal amount of the relevant Commercial Mortgage Loan as at the relevant Loan Interest Payment Date; (b) the amount of principal payments to be received on the relevant Loan Interest Payment Date under the relevant Commercial Mortgage Loan as a result of the repayment in full or in part of such Commercial Mortgage Loan pursuant to the provisions of the relevant Commercial Mortgage Loan Agreement and/or payments received or recovered by or on behalf of the Issuer as a result of enforcement procedures in respect of the Receivables and/or Related Rights; (c) the margin and the rate of interest applicable to the Receivables in respect of the following Loan Interest Period which shall be the Issuer Cost of Funds in respect of such Loan Interest Period; (d) the interest amount payable under the Receivables in respect of the relevant Loan Interest Payment Date; (e) the amounts payable by any Borrower pursuant to an indemnity provisions of the relevant Commercial Mortgage Loan Agreement, including (without limitation) the amount of any late payment interest and breakage costs; and (f) the amounts of On-Going Facility Fee and any other fees payable by the Obligors under each Commercial Mortgage Loan Agreement on the relevant Loan Interest Payment Date or during the following Loan Interest Period. On each Loan Calculation Date, each FCC Servicer shall verify the calculation of the Historical ICR, the Projected ICR and the LTV Ratio in respect of the relevant Borrower Group submitted by the Borrowers in accordance with the provisions of each Commercial Mortgage Loan Agreement and, in the event that any Borrower fails to submit a calculation of such ratios in respect of a given Information Date, calculate such ratios as at the relevant Loan Calculation Date based on the information set out in the relevant Quarterly Operating Report. In respect of any Information Date, each FCC Servicer shall, on the basis of the relevant Quarterly Operating Report, prepare a Servicing Report to be delivered to the Management Company by no later than the Loan Calculation Date immediately following such Information Date. In consideration for all services performed by the FCC Servicers under the Receivables Transfer and Servicing Agreement, the Issuer shall pay a fee quarterly to each FCC Servicer subject to and in accordance with the relevant Issuer Priority of Payments. The Management Company, acting on behalf of the Issuer, may terminate the appointment of any FCC Servicer and shall be entitled to appoint any substitute FCC Servicer, in order to service and collect the relevant Receivables and the Related Rights if: (a) the relevant FCC Servicer has defaulted on its obligations in a manner which has a material adverse effect on the interests of the Unitholders or the Noteholders and (except where, in the opinion of the Management Company, such default is incapable of remedy, in which case no such continuation and/or notice as is hereinafter mentioned shall be required) such default continues unremedied for a period of 30 days after receipt by the FCC Servicer of written notice from the Management Company requiring the same to be remedied; or (b) the relevant FCC Servicer ceases to carry on the whole of its business or such a substantial part thereof as would, in the reasonable opinion of the Management Company, be likely to materially and adversely affect its ability to perform its duties under this Agreement; or (c) it becomes unlawful under the laws of France for a FCC Servicer to perform any material part of its duties under this Agreement, 81
provided however that no such termination shall take effect prior to the appointment of a substitute FCC Servicer in accordance with, and satisfying the requirements of the Receivables Transfer and Servicing Agreement, summarised below. The Management Company (or any person appointed by it) shall be entitled to substitute another entity, in relation to any FCC Servicer’s rights and obligations under the Receivables Transfer and Servicing Agreement, such appointment to be effective on the date of termination of the Receivables Transfer and Servicing Agreement, provided that: (a) the substitute FCC Servicer shall be a credit institution; (b) the substitute FCC Servicer accepts in substance the rights and obligations of the FCC Servicer in respect of the management and of the servicing of the Receivables (including the Related Rights), and enters into an agreement substantially similar to the terms of the Receivables Transfer and Servicing Agreement with the Issuer; (c) the substitute FCC Servicer irrevocably waives all rights of contractual recourse (responsabilité contractuelle), of any form, nature, and on any ground whatsoever, which it may have against the Issuer; (d) the Rating Agencies have been given prior notice of such substitution and have confirmed that the substitution shall not result in the downgrading or withdrawal of any of the ratings then assigned by any of the Rating Agencies to any of the Notes, unless such substitution is to limit or avoid the downgrading or avoid the withdrawal of all the ratings then assigned by the Rating Agencies to all the Notes; (e) the Custodian has given its prior consent to such a substitution, such consent not to be unreasonably withheld; (f) the Management Company has given prior notice of such substitution to the relevant Borrowers by ordinary letter (lettre simple); and (g) such substitution shall comply with all applicable laws and regulations. Any FCC Servicer may terminate its appointment under the Receivables Transfer and Servicing Agreement upon the expiry of not less than 2 months’ notice of termination given to the Management Company and the Custodian, provided that a substitute FCC Servicer shall be appointed by the Management Company and the Custodian, such appointment to be effective on the date of resignation of the appointment of the initial FCC Servicer, and that substitution is done subject to and in accordance with the conditions described in paragraphs (a) through (g) above. If not otherwise terminated, the appointment of each FCC Servicer shall automatically (de plein droit) terminate on the Issuer Liquidation Date. The Receivables Transfer and Servicing Agreement will be governed by French Law. 8. The Liquidity Facility Agreement Under the terms of the Liquidity Facility Agreement, the Liquidity Facility Provider will provide the Issuer a 364 day committed revolving euro liquidity facility (the ‘‘Liquidity Facility’’) to permit drawings to be made in an aggregate of up to u26 million (the ‘‘Liquidity Facility Maximum Amount’’)onany Interest Payment Date, in circumstances where there is a shortfall between the amounts which will be received by the Issuer on or before such Interest Payment Date in respect of the related Interest Period and the Issuer’s senior expenses (being those set out in (a) to (c) of the Issuer’s Pre-Enforcement Priority of Payments as set out in the section entitled ‘‘Resources available to the Borrowers and the Issuer – Issuer Pre-Enforcement Priority of Payments’’) and interest on each Class of Notes, other than any interest due on any portion of the Notes to which any Principal Loss has been allocated in accordance with Condition 5(f) (Note Principal Payments, Principal Amount Outstanding and Pool Factor) (a‘‘Liquidity Shortfall’’) on any Determination Date. Drawings under the Liquidity Facility may be requested for so long as a Note Enforcement Notice has not been served, certain other events have not occurred in respect of the Issuer and various warranties of the Issuer therein remain true in all material respects. The Liquidity Facility Maximum Amount will reduce in proportion to prepayments of principal on the Notes. For further details relating to the Liquidity Facility please see the section entitled ‘‘Resources available to the Borrowers and the Issuer – The Liquidity Facility’’ below. 82
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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
Page 31 and 32: 7. Details of the Top Ten Propertie
Page 33 and 34: Property Number 7 Property Name Cha
Page 35 and 36: PRINCIPAL FEATURES OF THE NOTES Bel
Page 37 and 38: ‘‘AA’’ by Fitch and a ratin
Page 39 and 40: Interest Rate Risks Interest on the
Page 41 and 42: after among other things, payments
Page 43 and 44: same criteria as apply to the Secur
Page 45 and 46: Although any successor manager of a
Page 47 and 48: within the Property Portfolio relat
Page 49 and 50: this judicial procedure. The judgme
Page 51 and 52: Risks relating to Planning - Right
Page 53 and 54: (a) to obtain an order for, or paym
Page 55 and 56: Secured Properties The Secured Prop
Page 57 and 58: described under ‘‘Obligor Secur
Page 59 and 60: (together with accrued interest). F
Page 61 and 62: date on which sale proceeds are rec
Page 63 and 64: Facility Fees Pursuant to the terms
Page 65 and 66: • details of the Property Manager
Page 67 and 68: taking into account any rent guaran
Page 69 and 70: (d) any Obligor or the Borrowers’
Page 71 and 72: (or u100,000 for Proudreed France S
Page 73 and 74: Account and the related Disposal Ex
Page 75 and 76: The ‘‘Due Diligence Criteria’
Page 77 and 78: (e) a deposit (by way of gage-espè
Page 79 and 80: Pursuant to the terms of the Proper
Page 81: negatively affect the credit qualit
Page 85 and 86: RESOURCES AVAILABLE TO THE BORROWER
Page 87 and 88: Reserve. Furthermore, in the event
Page 89 and 90: Obligor Post-Enforcement Priorities
Page 91 and 92: Account following the occurrence of
Page 93 and 94: (e) fifth, in or towards satisfacti
Page 95 and 96: On delivery of a Note Enforcement N
Page 97 and 98: VALUATION REPORTS 22 septembre 2005
Page 99 and 100: We attach schedule of values, divid
Page 101 and 102: 15 June 2005 Proudreed France Sarl
Page 103 and 104: Finally, we would ask that neither
Page 109 and 110: Finally, we would ask that neither
Page 115 and 116: This valuation is provided for the
Page 117 and 118: We confirm that we are able to comp
Page 123 and 124: We confirm that we are able to comp
Page 129 and 130: For recently completed developments
Page 131 and 132: 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
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THE HEDGING PROVIDERS HSBC Bank plc
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TERMS AND CONDITIONS OF THE NOTES T
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above, on the basis of the offered
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(k) the Master Definitions and Fram
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and Paris Properties SARL and, in r
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(vi) ‘‘repay’’, ‘‘redee
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(ii) if there are no Class A Notes
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Priority of Payments Following Enfo
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Determination of Rates of Interest
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(although the Issuer will not have
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Currency of Payment (b) Payments in
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(f) (i) (ii) agreed that until all
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Management Company and the relevant
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Notices by Delivery to Euroclear, E
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TAXATION French Taxation Pursuant t
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which it sells Notes during the dis
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(c) the excerpts of the financial r
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Borrowers Account Bank means (i) in
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(b) (B) not confer a direct or indi
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FCC Servicer means each entity appo
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La Défense, France respectively (o
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Interest Period means each period f
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(i) (j) any dividend payment by tha
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Mortgage means (i) the mortgages (h
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(iv) any amounts payable by the Iss
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Loan Agreement during such Forward-
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Regulation S means Regulation S und
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HSBC Bank plc 8 Canada Square Londo
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