FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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(j) tenth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in respect of any principal payable in respect of the Class B Notes; (k) eleventh, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in respect of any principal payable in respect of the Class C Notes; (l) twelfth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in respect of any principal payable in respect of the Class D Notes; (m) thirteenth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in respect of any principal payable in respect of the Class E Notes; (n) fourteenth, in or towards satisfaction of any amounts payable to the Liquidity Facility Provider under the Liquidity Facility Agreement in respect of Liquidity Subordinated Amounts; (o) fifteenth, in or towards satisfaction of any amounts payable in respect of amounts due to the Hedging Providers under the Hedging Agreements in respect of Hedging Subordinated Amounts; (p) sixteenth, in or towards satisfaction of any amounts due to the Borrowers under the Commercial Mortgage Loan Agreements; and (q) seventeenth, on the Issuer Liquidation Date only, in or towards repayment of the Units, and in or towards payment of the liquidation surplus (if any), in each case to the Unitholders. Issuer Post-Enforcement Priority of Payments All monies received by the Issuer following the delivery of a Note Enforcement Notice, other than (i) amounts standing to the credit of the Liquidity Standby Facility Account (which are to be paid directly and only to the Liquidity Facility Provider) and (ii) any amounts standing to the credit of the ‘‘swap collateral ledger’’ of the Issuer Transaction Account representing amounts attributable to assets transferred as collateral by a Hedging Provider following the occurrence of a Hedging Downgrade Event in respect of that Hedging Provider (which are to be applied only in returning collateral to, or in satisfaction of amounts owing by, the relevant Hedging Provider in accordance with the relevant Hedging Agreement and the relevant Hedging Credit Support Document) will be applied in accordance with the Issuer Post-Enforcement Priority of Payments, in each case only to the extent that preceding items have been paid in full and the relevant payment does not cause the Issuer Transaction Account to become overdrawn: (a) first, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof, of any amounts payable by the Issuer in respect of any Fees and Expenses of the <strong>FCC</strong> Servicers in accordance with the Receivables Transfer and Servicing Agreement; (b) second, in or towards satisfaction, pari passu and pro rata according to the respective amounts thereof, of the amounts due in respect of any Fees and Expenses payable to the Management Company, the Custodian, any Noteholder Representative and their respective appointees (if any), and/or in connection with any Meeting of the Noteholders and the auditors of the Issuer appointed under the provisions of the Issuer Regulations, and any other amounts payable to any of them under any of the other Transaction Documents, together with interest thereon as provided for therein; (c) third, in or towards satisfaction, pro rata and pari passu, according to the respective amounts due in respect of: (i) any amounts payable by the Issuer in respect of any Fees and Expenses of the Paying Agents incurred under the provisions of the Paying Agency Agreement; and (ii) any amounts payable by the Issuer in respect of any Fees and Expenses of the Issuer Account Bank and the Cash Manager under the Issuer Account Bank and Cash Management Agreement; and (iii) any amounts payable by the Issuer in respect of any Fees and Expenses of any third parties in respect of the establishment, maintenance and good standing of the Issuer or otherwise payable for the ongoing existence or maintenance of its business; and (iv) any amounts payable to the Liquidity Facility Provider under the Liquidity Facility Agreement other than the Liquidity Subordinated Amounts; (d) fourth, in or towards satisfaction of any amounts payable to the Hedging Providers under the Hedging Agreements including Hedging Termination Payments but excluding any Hedging Subordinated Amounts; 91
(e) fifth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in respect of any interest payable (including any deferred interest payable, such as interest having been deferred upon allocation of a Principal Loss) in respect of the Class A Notes; (f) sixth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in respect of any principal payable in respect of the Class A Notes; (g) seventh, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in respect of any interest payable (including any deferred interest payable) in respect of the Class B Notes; (h) eighth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in respect of any principal payable in respect of the Class B Notes; (i) ninth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in respect of any interest payable (including any deferred interest payable) in respect of the Class C Notes; (j) tenth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in respect of any principal payable in respect of the Class C Notes; (k) eleventh, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in respect of any interest payable (including any deferred interest payable) in respect of the Class D Notes; (l) twelfth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in respect of any principal payable in respect of the Class D Notes; (m) thirteenth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in respect of any interest payable (including any deferred interest payable) in respect of the Class E Notes; (n) fourteenth, in or towards satisfaction, pro rata and pari passu according to the respective amounts due in respect of any principal payable in respect of the Class E Notes; (o) fifteenth, in or towards satisfaction of any amounts payable to the Liquidity Facility Provider under the Liquidity Facility Agreement in respect of Liquidity Subordinated Amounts; (p) sixteenth, in or towards satisfaction of any amounts payable in respect of amounts due to the Hedging Providers under the Hedging Agreements in respect of Hedging Subordinated Amounts; (q) seventeenth, in or towards satisfaction of any amounts due to the Borrowers under the Commercial Mortgage Loan Agreements; and (r) eighteenth, on the Issuer Liquidation Date only, in or towards repayment of the Units, and in or towards payment of the liquidation surplus (if any), in each case to the Unitholders. 4. The Liquidity Facility The Issuer Regulations will provide that the Issuer shall maintain, save as described below, a liquidity facility provided by a bank with the Liquidity Requisite Ratings on terms acceptable to the Rating Agencies. The maximum amount available for drawdown under the Liquidity Facility will be equal to u26 million (the ‘‘Liquidity Facility Maximum Amount’’). The Liquidity Facility Maximum Amount will reduce in proportion to prepayments of principal on the Notes. The Issuer will pay a commitment fee to the Liquidity Facility Provider that will rank senior to the Notes in the Issuer Priority of Payments. Under the terms of the Liquidity Facility Agreement entered into on 21 October <strong>2005</strong>, the Issuer may request the Liquidity Facility Provider to provide the Issuer with Advances up to the Liquidity Facility Maximum Amount less any outstanding Advances (the ‘‘Available Commitment’’) on or before each Interest Payment Date in circumstances where the Issuer will have a Liquidity Shortfall on any Interest Payment Date as calculated by the Management Company on the immediately preceding 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 remain true in all material respects. 92
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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
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 and 82: negatively affect the credit qualit
Page 83 and 84: provided however that no such termi
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: Account following the occurrence of
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
Page 133 and 134: Appendix 2 - Schedule of Values 132
Page 135 and 136: Appendix 4 Net Market Fund Ref Prop
Page 137 and 138: We are in the opinion that the valu
Page 139 and 140: Assets of the Issuer Receivables an
Page 141 and 142: 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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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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