FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(iv) if no Class A Notes, Class B Notes or Class C Notes are then outstanding, the Class D Notes
(if at that time any Class D Notes are then outstanding);
(v) if no Class A Notes, Class B Notes, Class C Notes or Class D Notes are then outstanding, the
Class E Notes (if at that time any Class E Notes are then outstanding);
‘‘No Material Prejudice Test’’ has the meaning given to it in Condition 3(e) (Status and Priority –
Status and Relationship between the Notes);
‘‘Note Enforcement Notice’’ means a notice delivered by the relevant Noteholder Representative to
the Issuer in accordance with Condition 9 (Note Events of Default);
‘‘Note Event of Default’’ has the meaning given in Condition 9;
‘‘Note Principal Payment’’ has the meaning given to it in Condition 5(f) (Redemption, Purchase and
Cancellation – Note Principal Payments, Principal Amount Outstanding, Adjusted Principal Amount
Outstanding and Pool Factor);
‘‘Noteholder’’ means each holder for the time being of any Class A Note, Class B Note, Class C
Note, Class D Note or Class E Note;
‘‘Noteholder Representatives’’ means, as at the Closing Date, in respect of each Class of Notes,
Association de Représentation des Masses de Titulaires de Valeurs Mobilières, of Centre Jacques
Ferronnière, 32, rue du Champs de Tir, B.P. 81236, 44312 Nantes Cedex 3, France and, at any time
thereafter, any other Noteholder Representative appointed in respect of any Class of Notes in
accordance with the Conditions, and ‘‘Noteholder Representative’’ means any of them;
‘‘Notes’’ means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class
E Notes or, where the context requires, any of them;
‘‘Notes Subscription Agreement’’ means the subscription agreement dated on or about 21 October
2005 entered into between, inter alios, the Management Company, the Custodian and the Joint Lead
Managers pursuant to which the Joint Lead Managers have agreed to jointly and severally subscribe
and pay for the Notes on the Closing Date;
‘‘Obligor Security Documents’’ means, in relation to a Borrower Group, any document or
instrument from which security interests granted in favour of the relevant Lender arise, the benefit
of which will be assigned to the Issuer together with the Receivables on the Closing Date, creating
or evidencing security for all or any part of the obligations and liabilities of the Obligors or any of
them under any of the Obligor Transaction Documents relating to that Borrower Group whether by
way of personal covenant, charge, security interest, mortgage, pledge or otherwise, including as at
the Closing Date, each Commercial Mortgage Loan Agreement and ‘‘Obligor Security Document’’
shall be construed accordingly;
‘‘Obligor Transaction Documents’’ means the Obligor Security Documents, each Commercial
Mortgage Loan Agreement, the relevant Property Management Agreement and the relevant
Subordination Agreement and any other document entered into by one or more Transaction Parties
which is designated an ‘‘Obligor Transaction Document’’ with the consent of the Management
Company and the relevant Obligor;
‘‘Obligors’’ means, in respect of each Borrower Group, the relevant Borrowers and Parent Obligors;
‘‘Offering Circulars’’ means the Preliminary Offering Circular and the Final Offering Circular;
‘‘outstanding’’ means, in relation to the Notes, all the Notes other than:
(i) those which have been redeemed in full in accordance with the Conditions;
(ii) those in respect of which the date for redemption in accordance with the Conditions has
occurred and for which the redemption monies (including all interest and other amounts (if
any) accrued thereon to such date for redemption) have been duly paid to the Principal Paying
Agent or the relevant Noteholder Representative in accordance with the paying Agency
Agreement (and, where appropriate, notice to that effect has been given to the Noteholders
in accordance with Condition 13 (Notices and Information)) and remain available for payment
in accordance with the Conditions;
(iii) those which have become void under Condition 7 (Prescription);
‘‘Parent Obligor’’ means, in respect of the Paris Properties Borrowers, each of SCI Paris Provinces
Properties, SPCR SAS, SCI Beaulieu Properties, Ringmerit Limited, SARL Immobilière Ménélas
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