FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Issuer Priority of Payments means the Issuer Pre-Enforcement Priority of Payments and the Issuer
Post-Enforcement Priority of Payments;
Issuer Regulations means the regulations (règlement général) dated 21 October 2005 between the
Management Company and the Custodian, pursuant to which the Management Company and the
Custodian will create the Issuer and which relates to the creation and operation of the Issuer, and in
particular to:
(a) the assets transferred to the Issuer; and
(b) the Notes issued in respect of the Issuer’s assets;
Issuer Transaction Account means the general transaction account held in the name of the Issuer with the
Issuer Account Bank:
Issuer Transaction Documents means:
(a) the Issuer Regulations;
(b) the Paying Agency Agreement;
(c) the Issuer Account Bank and Cash Management Agreement;
(d) the Units Subscription Agreement;
(e) the Notes Subscription Agreement;
(f) the Receivables Transfer and Servicing Agreement;
(g) each Issuer Transfer Document;
(h) the Hedging Agreements;
(i) the Property Manager Duty of Care Agreement;
(j) the Liquidity Facility Agreement;
(k) the Master Definitions and Framework Agreement; and
(l) the Subordination Agreement,
and any other document entered into by one or more Transaction Parties which is designated as an ‘‘Issuer
Transaction Document’’ with the consent of the relevant Transaction Parties and the Management
Company;
Joint Lead Managers means HSBC Bank plc and Société Générale as joint lead managers of the issuance
of the Notes;
Junior Expenses means, in relation to a Borrower:
(a) any voluntary prepayment of a Commercial Mortgage Loan by that Borrower;
(b) any payment by that Borrower of principal, interest, default interest or other amounts payable under
a Subordinated Loan;
(c) any expenses incurred by that Borrower in connection with works relating to the compliance with
applicable standards (mise aux normes), expansion or development of the Secured Properties, or
with works relating to ensuring compliance with applicable standards (mise aux normes) or to repair
and maintenance of properties subject to a Finance Lease and which are required to be carried out
by that Borrower or any other operating costs in relation to properties subject to Finance Leases;
(d) any payment by that Borrower to an Occupational Tenant relating to an obligation of restitution
resulting from the termination of an Occupational Lease;
(e) any Exceptional Operating Costs;
(f) any fees and expenses payable by that Borrower to the Property Manager in excess of 3.5% of the
aggregate of the Gross Rental Income of the relevant Secured Properties and of the gross rental
income from the properties subject to the Finance Leases;
(g) any expenses incurred by that Borrower in connection with the creation of any security to enable a
Same-Day Substitution Disposal;
(h) any Subordinated Loan or other loan to a Parent Obligor granted by that Borrower;
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