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