FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

and Paris Properties SARL and, in respect of the Proudreed France Borrowers, each of Proudreed
Limited, Proudreed France SARL and Mr. Jean-Pierre Raynal, in each case in their capacity as
holding company of the shares in the relevant Borrower;
‘‘Paris Properties Borrowers’’ means each of SCI du 7 rue d’Amiens, SCI Beaulieu Properties, SCI
Annapaul, SARL Enoville, SARL Les Hauteurs du Loing, SARL Immobilière Menelas, SAS IDB
Immobilier, SARL PPMPP and SCI Paris Provinces Properties;
‘‘Paying Agency Agreement’’ means a paying agreement dated on or about the Closing Date and
made between, inter alios, the Management Company, the Custodian and the Paying Agents
pursuant to which provision is made for, inter alia, the payment of interest and repayment of
principal in respect of the Notes;
‘‘Paying Agents’’ means the Principal Paying Agent and the Irish Paying Agent;
‘‘Pool Factor’’ means the fraction expressed as a decimal to the sixth point of which the numerator
is the Adjusted Principal Amount Outstanding of a Note of the relevant Class and the denominator
is u100,000;
‘‘Potential Note Event of Default’’ means any event which, with the giving of notice or
determination of materiality or the fulfilment of any applicable conditions or the lapse of time, or
a combination of the foregoing, would constitute a Note Event of Default;
‘‘Preliminary Offering Circular’’ means the offering circular dated 29 September 2005, issued by the
Issuer in connection with the Notes;
‘‘Principal Amount Outstanding’’ means, on any date in relation to a Note, the principal amount
outstanding of that Note as at the Closing Date less the aggregate of all Note Principal Payments
that have been made by the Issuer in respect of that Note on or prior to that date;
‘‘Principal Loss’’ means, on any Loan Calculation Date, the amount determined by the relevant FCC
Servicer to be the amount that has not been recovered on the Commercial Mortgage Loans
following the default by a Borrower and the completion of the enforcement of the security for the
Commercial Mortgage Loans;
‘‘Principal Paying Agent’’ means, as at the Closing Date, HSBC Bank plc, acting through its office
at 8 Canada Square, London E14 5HQ, United Kingdom;
‘‘Proudreed France Borrowers’’ means each of Proudreed France SARL, SCI Dep-Immo–Comm,
and SCI 2PI;
‘‘Rate of Interest’’ has the meaning given to it in Condition 4(c) (Interest – Rate of Interest);
‘‘Rating Agencies’’ means Fitch and S&P or, where the context requires, either of them. If at any
time Fitch or S&P is replaced as a Rating Agency, then references to its rating categories shall be
deemed instead to be references to the equivalent rating categories of the entity which replaces it
as a Rating Agency;
‘‘Rating Downgrade Event’’ means written notification from the Rating Agencies to the Management
Company (copied to the Custodian), confirming that the then current ratings of the Notes will be
adversely affected by the relevant event or matter;
‘‘Ratings Test’’ means receipt by the Management Company of a confirmation from each of the
Rating Agencies (or, if at any time there is only one Rating Agency, that Rating Agency) that, in
respect of any event or matter in respect of which such confirmation is required or sought, either:
(a) no Rating Downgrade Event in respect of such Rating Agency has or will occur as a result of
the relevant event or matter; or
(b) that Rating Agency will not downgrade any of the Notes as a result of the relevant event or
matter;
‘‘Reference Banks’’ means the principal Paris office of four major banks in the Paris inter-bank
market selected by the Management Company at the relevant time;
‘‘Relevant Margin’’ has the meaning given to it in Condition 4(c) (Interest – Rate of Interest);
‘‘Relevant Date’’ means, for the purposes of Condition 7 (Prescription), in respect of any payment
in relation to the Notes, whichever is the later of:
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