FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

above, on the basis of the offered quotations of such banks as so agreed (or, as the case may be, the
offered quotations of such banks as so agreed and the relevant Reference Bank). If no such bank
or banks is or are so agreed or such bank or banks as so agreed does or do not provide such a
quotation or quotations, then the Euribor for the relevant Interest Period shall be the Euribor in
effect for the last preceding Interest Period to which the foregoing provisions of this definition shall
have applied;
‘‘Euro’’ or ‘‘w’’ refers to the single currency unit of the member States of the European Union that
have adopted the single currency in accordance with the Treaty establishing the European
Community (signed in Rome on 25 March 1957) as amended by the Treaty on European Union
(signed in Maastricht on 7 February 1992);
‘‘Euroclear’’ means Euroclear Bank S.A./N.V., as operator of the Euroclear System;
‘‘Euroclear France’’ means Euroclear France, société anonyme;
‘‘Fees and Expenses’’ means any fees, costs and expenses, other remuneration and indemnity
payment which are due and payable;
‘‘Final Maturity Date’’ means the Interest Payment Date falling in August 2017;
‘‘Final Offering Circular’’ means the final offering circular relating to the issue of the Notes;
‘‘Fitch’’ means Fitch Ratings Ltd. or any successor to its rating business;
‘‘Hedging Agreement’’ means each ISDA Master Agreement, schedule thereto and each
confirmation, each dated the Closing Date between the Management Company on behalf of the
Issuer, the Custodian and each Hedging Provider and the transactions effected thereunder, together
the ‘‘Hedging Agreements’’;
‘‘Hedging Credit Support Document’’ means, in respect of each Hedging Agreement and Hedging
Provider, the 1995 ISDA Credit Support Annex (Bilateral Form-Transfer) or such other collateral
agreement as may be entered into between the Issuer and the relevant Hedging Provider;
‘‘Hedging Downgrade Event’’ has the meaning given in the Hedging Agreements but, in any event,
equating to the Hedging Providers ceasing to have a short term debt rating of A-1 by S&P and a
combined short term rating of at least F1 and long term rating of at least A by Fitch;
‘‘Hedging Payments’’ means those payments due from the Hedging Providers under the Hedging
Agreements;
‘‘Hedging Providers’’ means, as at the Closing Date, HSBC Bank plc and Société Générale, acting
through their offices at 8 Canada Square, London, E14 5HQ, United Kingdom and 17 Cours Valmy
92987 Paris La Défense, France respectively (or such other replacement parties as may be appointed
by the Issuer in accordance with the Transaction Documents);
‘‘Hedging Subordinated Amounts’’ means any amounts due to the Hedging Providers under the
Hedging Agreements (other than any amounts attributed to the return of collateral to such Hedging
Provider) either (a) due to the occurrence of an Event of Default (as defined under the Hedging
Agreements) where the Hedging Provider is the Defaulting Party (as defined in the Hedging
Agreements) or a Hedging Downgrade Event under such Hedging Agreement in respect of which
the Hedging Provider is the defaulting or affected party or (b) in respect of amounts by which any
payment made to the relevant Hedging Provider under the relevant Hedging Agreement is
increased as a consequence of an amount for or on account of Tax being required to be withheld or
deducted from that payment;
‘‘Hedging Termination Payments’’ means any amounts due to the Hedging Providers under the
Hedging Agreements (to the extent not funded by payments of interest in respect of the Commercial
Mortgage Loans) including any amounts due to a Hedging Provider under a Hedging Agreement on
termination of such Hedging Agreement but excluding any Hedging Subordinated Amounts;
‘‘Interest Amount’’ has the meaning given to it in Condition 4(d) (Interest – Determination of Rates
of Interest and Calculation of Interest Amounts);
‘‘Interest Determination Date’’ means the date falling two (2) Business Days prior to an Interest
Payment Date;
‘‘Interest Payment Date’’ means 18 February, 18 May, 18 August and 18 November in each year,
except if such day is not a Business Day, in which case it shall be the next succeeding Business Day
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