FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

undertakes to act as property manager for the purposes of, inter alia, managing, promoting and
administering the relevant Property;
Property Manager means (a) at the date of the Commercial Mortage Loan Agreement, FIPAM in its
capacity as property manager under the relevant Property Management Agreement, and (b) or such other
replacement as may be appointed by the Borrowers in accordance with the Commercial Mortage Loan
Agreement;
Property Manager Duty of Care Agreements means the duty of care agreement entered into by the
Property Manager, the Management Company, the Paris Properties Borrowers and the Proudreed France
Borrowers, and dated 21 October 2005;
Property Portfolio means with respect to a Borrower Group, the portfolio of Secured Properties belonging
to the relevant Borrowers from time to time, and Property Portfolios shall mean the aggregate of both
such portfolios from time to time;
Proudreed France Borrowers means each of Proudreed France SARL, SCI Dep-Immo–Comm, and SCI
2PI;
Quarterly Operating Report means, in respect of each Commercial Mortgage Loan Agreement, the
consolidated report to be delivered by the Borrower’s Agent on behalf of the relevant Borrowers to each
FCC Servicer on each Information Date;
Rate of Interest has the meaning given to it in Condition 4(c) (Interest−Rate of Interest);
Rating Agencies means Fitch and S&P or, where the context requires, either of them. If at any time Fitch
or S&P is replaced as a Rating Agency, then references to its rating categories shall be deemed instead
to be references to the equivalent rating categories of the entity which replaces it as a Rating Agency;
Rating Criteria means, in respect of a bank, a rating of at least A-1+ by S&P and F1 by Fitch, in each case
in respect of its short-term debt obligations;
Rating Downgrade Event means written notification from the Rating Agencies to the Management
Company (copied to the Custodian), confirming that the then current ratings of the Notes will be
adversely affected by the relevant event or matter;
Ratings Test means receipt by the Management Company of a confirmation from each of the Rating
Agencies (or, if at any time there is only one Rating Agency, that Rating Agency) that, in respect of any
event or matter in respect of which such confirmation is required or sought, either:
(a) no Rating Downgrade Event in respect of such Rating Agency has or will occur as a result of the
relevant event or matter; or
(b) that Rating Agency will not downgrade any of the Notes as a result of the relevant event or matter;
Receivables has the meaning provided in the section entitled ‘‘Transaction Overview – Issuer of the Notes
and advance of the Commercial Mortgage Loan’’;
Receivables Transfer and Servicing Agreement means the transfer and servicing agreement to be dated on
or about the Closing Date, entered into by, inter alios, the Management Company, the Custodian, each
Seller, each FCC Servicer and the Obligors, the Property Manager and the Borrowers’ Agent, pursuant
to which each Seller will agree to transfer the Receivables (including the attached Related Rights) to the
Issuer and each FCC Servicer will agree to service the Receivables for the account of the Issuer;
Reference Amount means, in respect of any Reference Year, an amount equal to the Historical Net Rental
Income for the preceding Reference Year, provided that (a) in respect of the first Reference Year, the
Reference Amount will be equal to (i) u14,000,000 in respect of the Proudreed France Borrowers and (ii)
u42,000,000 in respect of the Paris Properties Borrowers, and (b) in respect of the final Reference Year,
the Reference Amount will be equal to the Historical Net Rental Income for the preceding Reference
Year divided by 365 and multiplied by the number of days in the final Reference Year;
Reference Banks means the principal Paris office of four major banks in the Paris inter-bank market
selected by the Management Company at the relevant time;
Reference Period means, as the context requires, each period running from one Loan Interest Payment
Date to the following Loan Interest Payment Date, or the period running from the Closing Date to the
first Loan Interest Payment Date;
Reference Year means each calendar year, with the exception of the first Reference Year, which shall begin
on the Closing Date and end on 31 December 2006;
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