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