FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Paying Agents means the Principal Paying Agent and the Irish Paying Agent;
Permitted Development means any Development that satisfies each of the following criteria:
(a) the relevant Borrower has confirmed in writing that the undertaking or completion of the relevant
works should not result in a reduction in the Market Value of the relevant Secured Property; and
(b) the relevant Borrower has deposited in its Borrower Junior Expenses Account an amount equal to
at least 110 per cent. of the estimated cost of the relevant works;
Permitted Disposals means a CPO Disposal, a Minor Disposal, a Same-Day Substitution Disposal and an
Elected Disposal;
Permitted Encumbrances means:
(a) rights of set off existing in the ordinary course of business between any Obligor and the
Occupational Tenants or existing suppliers;
(b) an Encumbrance arising under the Obligor Security Documents;
(c) an Encumbrance securing the obligations of a Borrower under a Finance Lease and which the
relevant FCC Servicer has confirmed in writing may be maintained; and
(d) any other Encumbrance created with the prior written consent of the FCC Servicer;
Permitted Occupational Lease means an Occupational Lease which:
(a) is a lease with a term of less than 12 years;
(b) is granted in the ordinary course of the relevant Borrower’s business;
(c) is not a finance lease and is not entered into in order to raise capital; and
(d) is on arm’s length terms;
Pledged Shares means the Shares of each Borrower that are pledged pursuant to the Shares Pledges;
Pool Factor means the fraction expressed as a decimal to the sixth point of which the numerator is the
Adjusted Principal Amount Outstanding of a Note of the relevant Class and the denominator is u100,000;
Potential Loan Event of Default means any event which, with the giving of notice or determination of
materiality or the fulfilment of any applicable conditions or the lapse of time, or a combination of the
foregoing, would constitute a Loan Event of Default;
Potential Note Event of Default means any event which, with the giving of notice or determination of
materiality or the fulfilment of any applicable conditions or the lapse of time, or a combination of the
foregoing, would constitute a Note Event of Default;
Preliminary Offering Circular means the offering circular dated 29 September 2005, issued by the Issuer
in connection with the Notes;
Prepayment Amount has the meaning set out in the section entitled ‘‘Summary of Principal Documents –
the Commercial Mortgage Loan Agreements’’;
Principal Amount Outstanding means, on any date in relation to a Note, the principal amount outstanding
of that Note as at the Closing Date less the aggregate of all Note Principal Payments that have been made
by the Issuer in respect of that Note on or prior to that date;
Principal Loss means on any Loan Calculation Date, the amount determined by the relevant FCC
Servicer to be the amount that has not been recovered on the Commercial Mortgage Loans following the
default by a Borrower and the completion of the enforcement of the security for the relevant Commercial
Mortgage Loans;
Principal Paying Agent means, on the Closing Date, HSBC Bank plc acting through its office at 8 Canada
Square, London E14 5HQ, United Kingdom;
Projected ICR means, in respect of any Forward-Looking Calculation Period, the ratio of the Projected
Net Rental Income to the Projected Interest Charges each in respect of such Forward-Looking
Calculation Period;
Projected Interest Charges means, in relation to a Forward-Looking Calculation Period the projected cost
of interest incurred or to be incurred by the relevant Borrowers under the relevant Commercial Mortgage
259