FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Closing Date means 2 November 2005 or such later date as may be agreed between the Management
Company, on behalf of the Issuer the Borrowers and the Joint Lead Managers;
Commercial Mortgage Loan means each or any of the secured commercial mortgage loans made by the
Lenders to any of the Borrowers in accordance with a Commercial Mortgage Loan Agreement and which
are from time to time outstanding;
Commercial Mortgage Loan Agreement means (1) the loan agreement dated 21 October 2005 between,
inter alios, the Paris Properties Borrowers and the Lenders and/or (2) the loan agreement dated
21 October 2005 between, inter alios, the Proudreed France Borrowers and the Lenders, or both as the
context requires;
Committee means the Basel Committee on Banking Supervision;
Conditions means the terms and conditions applicable to the Notes as set out in the Issuer Regulations
and as may be modified in accordance with the Issuer Regulations and any reference to a particular
numbered Condition shall be construed accordingly and references in the Conditions to paragraphs shall
be construed as paragraphs of such Conditions;
CPO Disposal means a disposal of the whole or part of a Disposal Property in connection with a
compulsory purchase order;
Custodian means the credit institution acting as custodian of the assets of the Issuer pursuant to the
French Monetary and Financial Code, being initially CCF;
Dailly Assignments means the assignment of receivables granted by each Borrower in favour of the
relevant Lender as security for its obligations under the relevant Commercial Mortgage Loan;
Dangerous Substance means any product, substance or material regulated by Environmental Law due to
of its nature, concentration or quantity (including, oil, oil products, chemical products, asbestos, lead and
dumping in soils, waterways, water tables or atmosphere);
Defaulting Party has the meaning given to it in the 2000 ISDA Definitions;
Determination Date means the date that is three Business Days prior to any Interest Payment Date;
Development means any development, extension, refurbishment and/or alteration to a Secured Property;
Disposal Expenses means (a) any VAT, stamp duty or stamp duty land tax for which any Borrower is or
becomes liable as a result of the Permitted Disposal or in respect of which any Borrower has a contingent
liability under arrangements made in relation thereto, and (b) any corporation tax, including corporation
tax on chargeable gains or any other tax present or future for which any Borrower is liable as a result of
the Permitted Disposal, and (c) all reasonable third party costs, fees and expenses incurred in connection
with a Permitted Disposal;
Disposal Property means a Secured Property which a Borrower may be entitled to dispose of subject to
compliance with the conditions set out in the relevant Commercial Mortgage Loan Agreement;
Drawing means a Liquidity Drawing or a Liquidity Facility Standby Drawing;
Due Diligence Criteria means the criteria for the due diligence which must be carried out as part of
acquiring an Incoming Property as set out in the section entitled ‘‘Summary of Principal Documents – The
Commercial Mortgage Loan Agreements – Same Day Substitution of the Secured Properties’’;
Due Diligence Reports means the Auditors Reports, Orrick Report, Certificates of Title, Environmental
Reports, and Valuation Reports;
Elected Disposal means a voluntary disposal by any Borrower of a Disposal Property for any reason, but
excluding any Same-Day Substitution Disposal;
Eligible Investments means
(a) in relation to investments made or on behalf of the Issuer:
(i) French Treasury Bonds (bons du Trésor) denominated in Euros;
(ii) any debt instrument (titre de créances) as referred to in paragraph 2° of Article R.214-94 of the
French Monetary and Financial Code and denominated in Euros, provided that such debt
instrument shall:
(A) be traded on a regulated market (marché réglementé) located in a member State of the
European Economic Area (Espace Economique Européen); and
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