FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Mortgage means (i) the mortgages (hypothèques conventionnelles) and lender’s liens (privilèges du prêteur
de deniers) that will be transferred to the Lenders by way of subrogation in connection with the granting
of the relevant Commercial Mortgage Loans, and the benefit of which will be transferred to the Issuer on
the Closing Date and (ii) the Additional Mortgages;
Mortgage Reserve Account means each reserve account held with the Issuer Account Bank in the name of
the Issuer and established for the purpose of maintaining a reserve fund for the payment of registration
costs in respect of any unregistered Additional Mortgages;
Most Senior Class means, at any time:
(a) the Class A Notes; or
(b) if no Class A Notes are then outstanding, the Class B Notes (if at that time any Class B Notes are
then outstanding);
(c) if no Class A Notes or Class B Notes are then outstanding, the Class C Notes (if at that time any
Class C Notes are then outstanding); or
(d) if no Class A Notes, Class B Notes or Class C Notes are then outstanding, the Class D Notes (if at
that time any Class D Notes are then outstanding);
(e) if no Class A Notes, Class B Notes, Class C Notes or Class D Notes are then outstanding, the Class
E Notes (if at that time any Class E Notes are then outstanding);
Net Cash Proceeds means in the case of a Permitted Disposal, the Gross Cash Proceeds less Disposal
Expenses;
Notarised Deed has the meaning given in the section entitled ‘‘Summary of Principal Documents – The
Related Rights – The Notarised Deeds’’;
Notary means the Etude Notariale S. Durand des Aulnois, C. Pisani, A. Thabeault and E. Dubost
Notaires Associés;
Note Enforcement Notice means a notice delivered by the relevant Noteholder Representative to the
Issuer in accordance with Condition 9 (Note Events of Default);
Note Event of Default has the meaning given in Condition 9;
Note Principal Payment has the meaning given to it in Condition 5(f) (Redemption, Purchase and
Cancellation – Note Principal Payments, Principal Amount Outstanding, Adjusted Principal Amount
Outstanding and Pool Factor);
Noteholder means each holder for the time being of any Class A Note, Class B Note, Class C Note, Class
D Note or Class E Note;
Noteholder Representatives means, as at the Closing Date, in respect of each Class of Notes, Association
de Représentation des Masses de Titulaires de Valeurs Mobilières, of Centre Jacques Ferronnière, 32, rue
du Champs de Tir, B.P. 81236, 44312 Nantes Cedex 3, France and, at any time thereafter, any other
Noteholder Representative appointed in respect of any Class of Notes in accordance with the Conditions,
and Noteholder Representative means any of them;
Notes means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E
Notes or, where the context requires, any of them;
Notes Subscription Agreement means the subscription agreement dated on or about 21 October 2005
entered into between, inter alios, the Management Company, the Custodian and the Joint Lead Managers
pursuant to which the Joint Lead Managers have agreed to jointly and severally subscribe and pay for the
Notes on the Closing Date;
Obligor Post-Enforcement Priority of Payments means the order of the relevant Borrower’s priority of
payments post enforcement of the relevant Commercial Mortgage Loan as set out in the section entitled
‘‘Resources available to the Borrowers and the Issuer – Available Funds and their Priority of Application’’
and in the relevant Commercial Mortgage Loan Agreement;
Obligor Pre-Enforcement Priority of Payments means the order of the relevant Borrower’s priority of
payments prior to enforcement of the relevant Commercial Mortgage Loan as set out in the section
entitled ‘‘Resources available to the Borrowers and the Issuer – Available Funds and their Priority of
Application’’ and in the relevant Commercial Mortgage Loan Agreement;
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