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