FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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