FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
FCC Proudreed Properties 2005 HSBC SG CORPORATE ...
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
SCHEDULE OF DEFINED TERMS<br />
The following terms apply throughout this document unless the content otherwise requires.<br />
Accountholder means each Borrower and the Issuer;<br />
Accounting Principles means, in relation to any entity, the accounting principles, standards, conventions<br />
and practices, from time to time and at any time generally accepted in the jurisdiction in which that entity<br />
has its head office or is otherwise established, or compliance with which is generally adopted and practised<br />
by qualified accountants in such jurisdiction;<br />
Accounts means the Borrower Accounts or the Issuer Accounts or both, as the context requires;<br />
Additional Mortgage means, in relation to a Borrower Group, the additional contractual mortgages to be<br />
granted by the Borrowers over the relevant Secured <strong>Properties</strong> in favour of the Lenders in addition to the<br />
Mortgages that will be transferred to the Lenders by way of subrogation in connection with the relevant<br />
Commercial Mortgage Loans and the benefit of which will be transferred to the Issuer on the Closing<br />
Date;<br />
Adjusted Principal Amount Outstanding means, on any date in relation to a Note, the Principal Amount<br />
Outstanding of that Note after deducting the Principal Losses allocated to that Note in accordance with<br />
Condition 5(f) on or prior to that date;<br />
Administrative Approvals means any permit, approval, consent, licence or other authorisation the<br />
Borrowers are required to have in order to permit the acquisition, holding, rental, operation or disposal<br />
of the Secured <strong>Properties</strong> in compliance with Environmental Laws or other applicable laws, or which the<br />
relevant Occupational Tenant is required to have in order to operate or use the relevant Secured Property<br />
or part thereof in compliance with Environmental Laws or other applicable laws;<br />
Advance means the aggregate principal amount of all Liquidity Drawings and any Liquidity Facility<br />
Standby Drawings for the time being outstanding;<br />
Allocated Loan Amount means, in relation to each Secured Property, the Initial Valuation of the relevant<br />
Secured Property multiplied by 70 per cent., as the same may be reduced from time to time in accordance<br />
with the relevant Commercial Mortgage Loan Agreement;<br />
Ancillary Income means, inter alia, any sums paid or payable in respect of cash takings from car parks<br />
situated at the Secured <strong>Properties</strong>, insurance rebates receivable in respect of the Secured <strong>Properties</strong>, any<br />
other monies paid or payable in respect of occupation and/or usage of any part of that Secured Property<br />
and any fixture or fitting on that Secured Property including any fixture or fitting on that Secured Property<br />
for display or advertisement, on licence or otherwise and any administration facilities provided at the<br />
Secured <strong>Properties</strong>;<br />
Approved Firm means in relation to a required legal opinion, a firm of lawyers from the panel of lawyers<br />
chosen by the relevant Borrower, as shall be satisfactory to the <strong>FCC</strong> Servicer from time to time, the firm<br />
proposed by the Obligors in respect of that legal opinion to be specifically approved for that purpose by<br />
the <strong>FCC</strong> Servicer in advance; for these purposes the initial agreed panel is Freshfields Bruckhaus<br />
Deringer, Linklaters and the Notary, in each case including successors to these firms or any firm arising<br />
as a result of a merger entered into by one or more of these firms;<br />
Approved Valuer means each of Savills and Atis Real including any successor to such firm or any firm<br />
arising as a result of a merger entered into by such firm or such other internationally recognised valuer<br />
doing business in France as may have been appointed by the Borrowers’ Agent (acting in the name and<br />
on behalf of the Borrowers) and as approved by the <strong>FCC</strong> Servicer from time to time;<br />
Auditor’s Reports means the reports from Mazars & Guerard in relation to the financial statements of<br />
certain of the Borrowers;<br />
Basel II means the new capital adequacy framework, published by the Basel Committee on Banking<br />
Supervision, on the Bank for International Settlements’ web-site entitled: the International Convergence<br />
of Capital Measurement and Capital Standards: a Revised Framework;<br />
Borrower means any of the Paris <strong>Properties</strong> Borrowers and the <strong>Proudreed</strong> France Borrowers;<br />
Borrower Accounts means, in respect of any Borrower, the Borrower Transaction Account, the Borrower<br />
Junior Expenses Account, the Cash Trap Account and the Finance Lease Reserve Account maintained<br />
in the name of that Borrower with the Borrowers Account Bank;<br />
243