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