FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
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‘‘Class B Notes’’ means the u56,800,000 Class B Floating Rate Notes due 2017 issued on the Closing<br />
Date;<br />
‘‘Class C Noteholders’’ means the holders of the Class C Notes;<br />
‘‘Class C Notes’’ means the u28,400,000 Class C Floating Rate Notes due 2017 issued on the Closing<br />
Date;<br />
‘‘Class D Noteholders’’ means the holders of the Class D Notes;<br />
‘‘Class D Notes’’ means the u28,400,000 Class D Floating Rate Notes due 2017 issued on the Closing<br />
Date;<br />
‘‘Class E Noteholders’’ means the holders of the Class E Notes;<br />
‘‘Class E Notes’’ means the u28,400,000 Class E Floating Rate Notes due 2017 issued on the Closing<br />
Date;<br />
‘‘Clearstream, Luxembourg’’ means Clearstream Banking, société anonyme;<br />
‘‘Closing Date’’ means 2 November <strong>2005</strong> or such later date as may be agreed between the<br />
Management Company on behalf of the Issuer, the Borrowers and the Joint Lead Managers;<br />
‘‘Commercial Mortgage Loan’’ means each or any of the secured commercial mortgage loans made<br />
by the Lenders to any of the Borrowers in accordance with a Commercial Mortgage Loan<br />
Agreement and which are from time to time outstanding;<br />
‘‘Commercial Mortgage Loan Agreement’’ means (1) the loan agreement dated 21 October <strong>2005</strong><br />
between, inter alios, the Paris <strong>Properties</strong> Borrowers and the Lenders and/or (2) the loan agreement<br />
dated on or about the Closing Date between, inter alios, the <strong>Proudreed</strong> France Borrowers and the<br />
Lenders, or both as the context requires;<br />
‘‘Conditions’’ means the terms and conditions applicable to the Notes as set out in the Issuer<br />
Regulations and as may be modified in accordance with the Issuer Regulations and any reference<br />
to a particular numbered Condition shall be construed accordingly and references in the Conditions<br />
to paragraphs shall be construed as paragraphs of such Conditions;<br />
‘‘EURIBOR’’ means, for a given Interest Period, the rate for deposits in euros for a period of three<br />
(3) months which appears on Reuters page 248-249 as of 11:00 a.m. (Brussels time), on the Interest<br />
Determination Date in respect of that Interest Period (or (a) such other page as may replace<br />
Reuters page 248-249 on that service for the purpose of displaying such information; or (b) if that<br />
service ceases to display such information, such page as displays such information on such service<br />
(or, if more than one, that previously approved in writing by the Management Company) as may<br />
replace the Reuters service (the ‘‘Screen Rate’’). If, on any Interest Determination Date, the Screen<br />
Rate is unavailable at such time and on such date, the Management Company will request the<br />
principal Paris office of each Reference Bank, or any other major bank in Euro-Zone inter-bank<br />
market (where ‘‘Euro-Zone’’ means the region comprised of member states of the European Union<br />
which have adopted the euro in accordance with the Treaty) appointed by the Management<br />
Company in good faith, to provide the Management Company with its offered quotation to leading<br />
banks in the Euro-zone inter-bank market for deposits in euros for a period equal to the relevant<br />
Interest Period and in an amount equal to the then aggregate Principal Amount Outstanding of all<br />
Classes of Notes (or, if such an amount cannot be obtained, in an amount that is representative for<br />
a single transaction in that market at that time) as at 11:00 a.m. (Brussels time) on the Interest<br />
Determination Date in question. The Euribor for the relevant Interest Period shall be determined,<br />
on the basis of the offered quotations of those Reference Banks, as the arithmetic mean (rounded<br />
upwards to four (4) decimal places) of the rates so quoted. If, on any such Interest Determination<br />
Date, two (2) or three (3) only of the Euribor Reference Banks provide such offered quotations to<br />
the Management Company, the Euribor for the relevant Interest Period shall be determined, as<br />
outlined above, on the basis of the offered quotations of those Reference Banks providing such<br />
quotations. If, on any such Interest Determination Date, one only or none of the Reference Banks<br />
provides the Management Company with such an offered quotation, the Management Company<br />
shall forthwith consult with two (2) banks (or, where one only of the Reference Banks provides such<br />
a quotation, one additional bank) to provide such a quotation or quotations to the Management<br />
Company (which bank or banks is or are in the opinion of the Management Company, suitable for<br />
such purpose) and the Euribor for the Interest Period in question shall be determined, as outlined<br />
213