FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Loan Interest Period means each period commencing on (and including) an Interest Payment Date on the
Notes and ending on (but excluding) the following Interest Payment Date except that the first Loan
Interest Period shall commence on (and include) the Closing Date and end on (but exclude) the Interest
Payment Date falling in February 2006 and the final Loan Interest Period shall commence on (and
include) the Interest Payment Date falling in May 2014 and end on (but exclude) the Final Repayment
Date;
LTV Ratio means as of any Loan Calculation Date during the Second Reference Period, the ratio
(expressed as a percentage) resulting from the division of (a) the total amount outstanding in respect of
a Commercial Mortgage Loan (taking into account any repayments made on such date), less the credit
balance, as the case may be, of the Cash Trap Accounts of the Borrowers of the same Borrower Group,
by (b) the Market Value of all relevant Secured Properties on such date;
Major Development means any Development, the estimated cost (excluding VAT) of which (as reasonably
estimated and documented by the Borrower) is in excess of the greater of (A) u250,000 and (B) 10 per
cent. of the Estimated Rental Value for the relevant Secured Property;
Management Company means Eurotitrisation;
Market Value means, in respect of a Secured Property, the market value of such Secured Property as set
out in the most recent Valuation Report, provided that such market value shall be determined in
accordance with the RICS Appraisal and Valuation Standards together with any guidance notes issued
from time to time at the time of the valuation (or, failing that, any comparable replacement standard as
approved by the Management Company defining generally accepted valuation terms, requirements and
practices);
Masse has the meaning given to it in Condition 11(a) (The Masse);
Material Adverse Effect means
(a) a material and adverse effect on the ability of the relevant Borrower to perform its payment
obligations under the Transaction Documents by reference to the relevant Borrower Group; or
(b) a material and adverse effect on the legality, binding nature, validity or enforceability of the relevant
security by reference to the relevant Borrower Group; or
(c) a material and adverse effect on the legality, binding nature, validity or enforceability of the relevant
security Borrowers’ entitlement to rental income by reference to the relevant Borrower Group,
provided that, in determining whether or not a material adverse effect has occurred, there shall be
disregarded in respect of sub-paragraphs (b) and (c) above, the consequences of any matters of law (but
not matters of fact) to the extent qualifications have been made as to such matters of law in legal opinions
delivered under the relevant Commercial Mortgage Loan Agreement at or before the Closing Date;
Mazars & Guerard means the firm of accountants of the same name having its office at Le Vinci 4 allée
de l’Arche 92075 La Défense, France;
Meeting means a meeting of the Noteholders relating to any Masse;
Minor Development means any Development, the estimated cost (excluding VAT) of which (as reasonably
estimated and documented by the Borrower) is less than or equal to the greater of (A) u250,000 and (B)
10 per cent. of the Estimated Rental Value for the relevant Secured Property;
Minor Disposal means a disposal of:
(a) any asset, where the book value of such asset prior to disposal was less than or equal to u200,000;
(b) any asset, including any Eligible Investment, not being a Secured Property in accordance with the
Transaction Documents; and
(c) a Disposal Property which does not adversely affect the Market Value of the remaining Secured
Property(ies) after such disposal, as certified by the Property Manager to the relevant FCC Servicer;
and is effected by the grant of an easement, licence or wayleave necessary to a third party to enable
the laying in, under or over such Secured Property(ies) of conduits for gas, electricity,
telecommunications, water, drainage and the like;
Model Information means the information provided by any of the Obligors to the Joint Lead Managers
and/or the Rating Agencies for the purposes of preparing financial models to be used in the context of the
Note issuance;
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