FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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