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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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Borrowers Account Bank means (i) in relation to the <strong>Proudreed</strong> France Borrowers, CCF and (ii) in<br />

relation to the Paris <strong>Properties</strong> Borrowers, Société Générale;<br />

Borrower Accounts Pledges means the pledges granted by each Borrower over its Borrower Accounts in<br />

favour of the relevant Lender as security for its obligations under the relevant Commercial Mortgage<br />

Loan;<br />

Borrower Dividend Account means, in relation to SARL Immobilière Ménélas, the account held with the<br />

Borrower Account Bank in the name of that Borrower and established for the purpose of depositing<br />

amounts to be used for the payment of dividends in SAS IDB Immobilier pursuant to the provisions of<br />

Article L.431-4 of the French Monetary and Financial Code;<br />

Borrower Group means (i) in relation to a Paris <strong>Properties</strong> Borrower, that Borrower, the other Paris<br />

<strong>Properties</strong> Borrowers and their Parent Obligors or (ii) in relation to a <strong>Proudreed</strong> France Borrower, that<br />

Borrower, the other <strong>Proudreed</strong> France Borrowers and their Parent Obligors;<br />

Borrower Junior Expenses Account means, in relation to each Borrower, the deposit account held with the<br />

Borrowers Account Bank in the name of that Borrower and established for the purpose of depositing<br />

amounts to be used for the payment of Junior Expenses;<br />

Borrower Transaction Account means, in relation to each Borrower, the general transaction account held<br />

with the borrowers Account Bank in the name of that Borrower and established for the purpose of<br />

receiving and making payments in connection with the Secured <strong>Properties</strong> of that Borrower and the<br />

relevant Commercial Mortgage Loan Agreement;<br />

Borrowers’ Agent means, in respect of any Commercial Mortgage Loan, FIPAM, in its capacity as agent<br />

(mandataire) of the Borrowers;<br />

Business Day means a day (other than a Saturday or a Sunday) on which commercial banks and foreign<br />

exchange markets are open for general business in Paris and Dublin and which is a TARGET Day;<br />

Calculation Period means either the Forward-Looking Calculation Period or the Historical Calculation<br />

Period;<br />

Calendar Quarter Dates means 31 March, 30 June, 30 September and 31 December;<br />

Cash Manager means, as at the Closing Date, CCF acting through its office at 103 avenue des Champs<br />

Elysées, 75008 Paris, France;<br />

Cash Trap Account means, in relation to each Borrower, the reserve account held with the Borrowers<br />

Account Bank in the name of that Borrower and established for the purpose of creating a cash reserve<br />

in the event that any of the Historical ICR, the Projected ICR or the LTV Ratio reach levels that require<br />

cash to be credited to and/or held in that account in accordance with the terms of the relevant Commercial<br />

Mortgage Loan Agreement;<br />

Certificate of Title means a certificate of title in relation to a Secured Property given on the Closing Date<br />

by the Notary;<br />

Class means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class<br />

E Notes or any combination of them;<br />

Class A Notes means the u255,400,000 Class A Floating Rate Notes due 2017 issued on the Closing Date;<br />

Class A Noteholders means the holders of the Class A Notes;<br />

Class B Notes means the u56,800,000 Class B Floating Rate Notes due 2017 issued on the Closing Date;<br />

Class B Noteholders means the holders of the Class B Notes;<br />

Class C Notes means the u28,400,000 Class C Floating Rate Notes due 2017 issued on the Closing Date;<br />

Class C Noteholders means the holders of the Class C Notes;<br />

Class D Notes means the u28,400,000 Class D Floating Rate Notes due 2017 issued on the Closing Date;<br />

Class D Noteholders means the holders of the Class D Notes;<br />

Class E Notes means the u28,400,000 Class E Floating Rate Notes due 2017 issued on the Closing Date;<br />

Class E Noteholders means the holders of the Class E Notes;<br />

Clearstream, Luxembourg means Clearstream Banking, société anonyme;<br />

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