FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(iv) any amounts payable by the Issuer in respect of Fees and Expenses of the FCC Servicers under
the provisions of the Receivables Transfer and Servicing Agreement; and
(v) any amounts payable by the Issuer in respect of any Fees and Expenses of the Issuer Account
Bank and the Cash Manager under the Issuer Account Bank and Cash Management
Agreement;
(c) any amounts payable by the Issuer to the Rating Agencies in respect of any Fees and Expenses and
to the Irish Stock Exchange in respect of any fees that, in each case, they may reasonably incur on
an ongoing basis in connection with the rating or listing of the Notes, as the case may be;
(d) any amounts payable to the Liquidity Facility Provider under the Liquidity Facility Agreement
other than amounts falling within (h) below and the Liquidity Subordinated Amounts;
(e) any amounts payable to the Hedging Providers under the Hedging Agreements excluding Hedging
Termination Payments in respect of the Hedging Agreements falling within (i) below, any Hedging
Subordinated Amounts;
(f) any amounts payable in respect of Liquidity Subordinated Amounts due to the Liquidity Facility
Provider under the Liquidity Facility Agreement;
(g) any amounts payable in respect of Hedging Subordinated Amounts due to the Hedging Providers
under the Hedging Agreements;
(h) any amounts of interest and principal payable to the Liquidity Facility Provider under the Liquidity
Facility Agreement by reason of the Issuer drawing advances under the Liquidity Facility
Agreement to meet a Liquidity Shortfall arising due to a Borrower not making payment in full of
all amounts owed under its Commercial Mortgage Loan on the due date for such payments; and
(i) any amounts payable to the Hedging Providers by way of Hedging Termination Payments in respect
of the Hedging Agreements arising as a result of the Issuer adjusting its hedging activities to reflect
a prepayment by a Borrower under its Commercial Mortgage Loan
provided that the aggregate amounts payable by the Borrowers in respect of the On-going Facility Fee on
any Loan Interest Payment Date shall be reduced by the amount of interest credited to the Issuer
Transaction Account and the Mortgage Reserve Account as of the relevant Loan Interest Payment Date,
such reduction to be allocated between the Borrowers on a pro rata basis.
Operating Costs means all costs (whether foreseen or unforeseen) reasonably incurred and related
exclusively to the regular and day-to-day operation of the Secured Properties (excluding disposals)
including, as the case may be, insurance premiums, fees and expenses of the Property Manager (up to a
maximum amount of 3.5% of the aggregate of the Gross Rental Income of the relevant of the Secured
Properties and of the gross rental income from the properties subject to the Finance Leases), auditors’
fees and expenses, the Valuer’s fees and expenses, fees and expenses of legal and tax advisers, general fees
and expenses of an administrative nature, taxes and charges of any kind whatsoever, maintenance, repairs
and operating costs of the Secured Properties (but exclusive of any investment expenses), in each case to
the extent such costs are borne by the Borrowers without the possibility of recourse to the Operational
Tenants;
Orrick Report means the report prepared by Orrick, Herrington & Sutcliffe in relation to a sample of
Occupational Leases;
Outgoing Property means a Secured Property to be substituted by an Incoming Property;
Overamortisation Percentage means 10%;
Parent Obligor means, in respect of the Paris Properties Borrowers, each of SCI Paris Provinces
Properties, SPCR SAS, SCI Beaulieu Properties, Ringmerit Limited, SARL Immobilière Ménélas and
Paris Properties SARL, and, in respect of the Proudreed France Borrowers, each of Proudreed Limited,
Proudreed France SARL and Mr. Jean-Pierre Raynal, in each case in their capacity as holding company
of the shares in the relevant Borrower;
Paris Properties Borrowers means each of SCI du 7 rue d’Amiens, SCI Beaulieu Properties, SCI
Annapaul, SARL Enoville, SARL Les Hauteurs du Loing, SARL Immobilière Menelas, SAS IDB
Immobilier, SARL PPMPP and SCI Paris Provinces Properties;
Paying Agency Agreement means a paying agreement dated 21 October 2005 and made between, inter
alios, the Management Company, the Custodian and the Paying Agents pursuant to which provision is
made for, inter alia, the payment of interest and repayment of principal in respect of the Notes;
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