FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(a)
(b)
the date on which the payment in question first becomes due; and
if the full amount payable has not been received by the Principal Paying Agent or the relevant
Noteholder Representative on or prior to that date, the date on which (the full amount having
been so received) notice to that effect has been given to the Noteholders in accordance with
Condition 13 (Notices and Information);
‘‘Reporting Date’’ means, in relation to any Loan Calculation Date, the day falling on the fifth
Business Day after such Loan Calculation Date;
‘‘specified office’’ means with respect to the Paying Agents the offices listed at the end of these
Conditions or such other offices as may from time to time be duly notified pursuant to Condition 13
(Notices and Information), provided that any specified office shall not be an office within the United
States or its possessions;
‘‘S&P’’ means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc.
or any successor to its rating business;
‘‘Subordination Agreement’’ means, in relation to each Borrower Group, the subordination
agreement dated 21 October 2005 between, inter alios, the Lenders, the Management Company and
the Borrowers and Parent Obligors of that Borrower Group;
‘‘TARGET’’ means means Trans-European Automated Real-time Gross Settlement Express
Transfer payment system;
‘‘TARGET Day’’ means any day on which TARGET is open for the settlement of payments in euro;
‘‘Tax Authority’’ means any government, state, municipality or any local, federal or other fiscal,
revenue, customs or excise authority, body or official anywhere in the world, including the French
tax authorities, in each case having power to tax;
‘‘Tax Event’’ has the meaning given to it in Condition 5(d) (Redemption, Purchase and Cancellation
– Optional Redemption for Tax Reasons);
‘‘Transaction Documents’’ means the Issuer Transaction Documents and the Obligor Transaction
Documents and any other agreement, instrument, deed or other document entered into in respect
of the issue of the Notes by the Issuer;
‘‘Transaction Party’’ means the Issuer, each Noteholder Representative, the Principal Paying Agent,
the Irish Paying Agent, the Cash Manager, the Joint Lead Managers, the Borrowers, the Parent
Obligors, the Borrowers’ Agent, the Property Manager, the Hedging Providers, the Liquidity
Facility Provider, the Issuer Account Banks, the Borrowers Account Bank, the Management
Company, the Custodian, each FCC Servicer and each Seller.
General Interpretation
(b) In these Conditions any reference to:
(i) ‘‘continuing’’, in respect of a Note Event of Default, shall be construed as a reference to a Note
Event of Default which has not been waived in accordance with the Conditions and the Issuer
Regulations;
(ii) ‘‘Euroclear’’, ‘‘Euroclear France’’ and/or ‘‘Clearstream, Luxembourg’’ shall, wherever the
context so admits, be deemed to include reference to any additional or alternative clearing
system approved by the Issuer and each Noteholder Representative in relation to the Notes;
(iii) ‘‘including’’ shall be construed as a reference to ‘‘including without limitation’’, so that any list
of items or matters appearing after the word ‘‘including’’ shall be deemed not to be an
exhaustive list, but shall be deemed rather to be a representative list, of those items or matters
forming a part of the category described prior to the word ‘‘including’’;
(iv) a ‘‘law’’ shall be construed as any law (including common or customary law), statute,
constitution, decree, judgment, treaty, regulation, directive, by-law, order or any other
legislative measure of any government, supranation, local government, statutory or regulatory
body or court;
(v) a ‘‘person’’ means, any individual, firm, company, corporation, government, state or agency of
a state or any association or partnership, limited liability company, (whether or not having
separate legal personality) of two or more of the foregoing;
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