FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(k) the Master Definitions and Framework Agreement; and
(l) the Subordination Agreement,
and any other document entered into by one or more Transaction Parties which is designated as an
‘‘Issuer Transaction Document’’ with the consent of the relevant Transaction Parties and the
Management Company;
‘‘Joint Lead Managers’’ means HSBC Bank plc and Société Générale as joint lead managers of the
issuance of the Notes;
‘‘Liquidity Event’’ means the occurrence of: (i) the Liquidity Facility Provider ceasing to have the
Liquidity Requisite Ratings and/or (ii) the Liquidity Facility Provider declining to renew the
commitment period of the Liquidity Facility;
‘‘Liquidity Facility’’ means a 364 day euro-revolving liquidity facility provided by the Liquidity
Facility Provider pursuant to the Liquidity Facility Agreement to permit drawings to be made of up
to the Liquidity Facility Maximum Amount as reduced or cancelled from time to time under the
Liquidity Facility Agreement;
‘‘Liquidity Facility Agreement’’ means a facility agreement dated 21 October 2005 between, inter
alios, the Management Company on behalf of the Issuer, the Custodian and the Liquidity Facility
Provider in relation to the Liquidity Facility;
‘‘Liquidity Facility Maximum Amount’’ means u26 million, being the maximum amount available
for drawdown under the Liquidity Facility, as the same may be reduced from time to time in
accordance with the Liquidity Facility Agreement;
‘‘Liquidity Facility Provider’’ means CCF SA under the Liquidity Facility Agreement or such other
entity or entities appointed as liquidity facility provider from time to time, subject to and in
accordance with the terms of the Liquidity Facility Agreement;
‘‘Liquidity Facility Standby Account’’ means the account held in the name of the Issuer for the
deposit of Liquidity Facility Standby Drawings (if any) with the Liquidity Facility Provider (for so
long as it satisfies the Rating Criteria) or the Issuer Account Bank or (subject to the written approval
of the Liquidity Facility Provider, such approval not to be unreasonably delayed or withheld) any
other bank, the short-term, unsecured, unsubordinated and unguaranteed debt obligations of which
satisfy the Rating Criteria;
‘‘Liquidity Facility Standby Drawing’’ means a drawing following a Liquidity Event or the principal
amount of that drawing outstanding at a particular time, where the context requires;
‘‘Liquidity Requisite Ratings’’ means the Liquidity Facility Provider’s short term unsecured,
unsubordinated and unguaranteed debt obligations of at least A-1+ by S&P and F1 by Fitch;
‘‘Liquidity Shortfall’’ means in relation to an Interest Payment Date a shortfall between (i) all
amounts which will be received by the Issuer on or by such Interest Payment Date and (ii) the Issuer
Debt Service Required Amount determined in respect of the related Interest Payment Date;
‘‘Liquidity Subordinated Amounts’’ means the amount by which any payment made to the Liquidity
Facility Provider under the Liquidity Facility 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;
‘‘Masse’’ has the meaning given to it in Condition 11(a) (the Masse);
‘‘Meeting’’ means a meeting of the Noteholders relating to any Masse; Account’’;
‘‘Mortgage Reserve Account’’ means each reserve account held with the Issuer Account Bank in the
name of the Issuer and established for the purpose of maintaining a reserve fund for the payment
of registration costs in respect of any unregistered Additional Mortgages;
‘‘Most Senior Class’’ means, at any time:
(i) the Class A Notes; or
(ii) if no Class A Notes are then outstanding, the Class B Notes (if at that time any Class B Notes
are then outstanding); or
(iii) if no Class A Notes or Class B Notes are then outstanding, the Class C Notes (if at that time
any Class C Notes are then outstanding);
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