FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Encumbrance includes any mortgage, charge, attachment, right of set-off, assignation in security, pledge,
lien, hypothecation, right of retention or other right or arrangement giving rise to a priority of payment
in connection with any indebtedness, any other real or personal security, lien or guarantee of any kind, or
other encumbrance securing any obligation of any person or any other agreement or arrangement having
the effect of providing security;
Environmental Law means the rules of French law (including any provision of international or European
law applicable in France and any regulation, ordinance, decree, directive, by-law, protocol, authorisation
(including any administrative authorisation), decision, guideline (in particular any guideline of the
Ministry of the Environment in relation to restoration of polluted soils) or judgment of any competent
authority), in force and applicable at any time to a Secured Property and relating to (a) the activities
carried out and equipment used on the Secured Property, (b) the protection of the environment, including
emissions, waste or disposal of substances which are polluting, contaminants or dangerous for the
environment, (c) human health and safety relating to exposure to Dangerous Substances, (d) the use,
handling, manufacture, production, treatment, distribution, storage, transport and elimination of Dangerous
Substances and (e) sites which have been listed for environmental protection;
Environmental Reports means the environmental risk assessment reports prepared by Arcadis in respect
of a sample of the Secured Properties, such reports being dated as of June 2005, and any reports prepared
in respect of Incoming Properties;
Estimated Rental Value means market rent within the meaning of the RICS Appraisal and Valuation
Standards current at the time of the valuation (or, failing that, the nearest equivalent document defining
general accepted valuation terms, requirements and practices) assuming:
(a) a lease on the terms of the relevant Occupational Leases is in force (other than the amount of rent
but including the provisions as to rent escalation);
(b) that no premium passed and that any rent free period is in respect of the time which would have
been needed by the incoming Occupational Tenant to make the property fit for occupation (the
benefit of which the incoming Occupational Tenant has received);
(c) that the obligations on the part of the Occupational Tenants in the Occupational Leases have been
observed and performed;
(d) that any building on the relevant Secured Property has been constructed to a shell finish, but
includes any completed alterations funded by the Borrower; and
(e) if the property has been destroyed or damaged, that the property has been fully reinstated as at the
valuation date;
EURIBOR has the meaning given in Condition 1;
Euro or x refers to the single currency unit of the member States of the European Union that have
adopted the single currency in accordance with the Treaty establishing the European Community (signed
in Rome on 25 March 1957) as amended by the Treaty on European Union (signed in Maastricht on 7
February 1992);
Euroclear means Euroclear Bank S.A./N.V., as operator of the Euroclear system;
Euroclear France means Euroclear France, société anonyme;
Exceptional Operating Costs means, in relation to a Borrower and a Reference Period, the exceptional
Operating Costs of that Borrower incurred over the course of that Reference Period that were not
accounted for in the cash flow statement for that Borrower for that Reference Period;
Existing Lenders means the Borrowers’ existing bank lenders whose loans are to be refinanced by the
Commercial Mortgage Loans;
Existing Loans means the Borrowers’ loans existing prior to the Closing Date, which are to be refinanced
by the Commercial Mortgage Loans;
Expected Junior Expenses means, in relation to a given Reference Period and to any Borrower, the Junior
Expenses of such Borrower as set out in the cashflow statement delivered by that Borrower to the relevant
FCC Servicer pursuant to the provisions of the relevant Commercial Mortgage Loan Agreement and
relating to that Reference Period;
Expected Operating Costs means, in relation to a given Reference Period and to any Borrower, the
Operating Costs of that Borrower as set out in the cashflow statement delivered by that Borrower to the
relevant FCC Servicer pursuant to the provisions of the relevant Commercial Mortgage Loan Agreement;
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