FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Substitution Criteria means the criteria set out in the section entitled ‘‘Summary of Principal Documents
– Commercial Mortgage Loans – Same-Day Substitution of the Secured Properties’’ by which an
Incoming Property may substitute an Outgoing Property, as the same may be more expressly set out in
the Commercial Mortgage Loan Agreements;
TARGET means Trans-European Automated Real-time Gross Settlement Express Transfer payment
system;
TARGET Day means any day on which TARGET is open for the settlement of payments in euro;
Tax means any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature whatsoever
(including any penalty or interest payable in connection with any failure to pay or any delay in paying any
of the same) imposed or levied at any time by any Tax Authority, and tax, taxes, taxation, taxable and
comparable expressions shall be construed accordingly;
Tax Authority means any government, state, municipality or any local, federal or other fiscal, revenue,
customs or excise authority, body or official anywhere in the world, including the French tax authorities,
in each case having power to tax;
Tax Event has the meaning given to it in Condition 5(d) (Redemption, Purchase and Cancellation –
Optional Redemption for Tax Reasons);
Tenancy Schedules means the tenancy schedules provided to the Lenders;
Transaction Documents: means the Issuer Transaction Documents and the Obligor Transaction Documents
and any other agreement, instrument, deed or other document entered into in respect of the issue of the
Notes by the Issuer;
Transaction Party means the Issuer, each Noteholder Representative, the Principal Paying Agent, the
Irish Paying Agent, the Cash Manager, the Joint Lead Managers, the Borrowers, the Parent Obligors, the
Borrowers’ Agent, the Property Manager, the Hedging Providers, the Liquidity Facility Provider, the
Issuer Account Bank, the Borrowers Account Banks, the Management Company, the Custodian, each
FCC Servicer and each Seller;
Transfer Document means each acte de cession de créances executed in accordance with the provisions of
Articles L.214-43 et seq. and Articles R.214-92 to R.214-115 of the French Monetary and Financial Code
pursuant to which the relevant Lender transfers automatically (de plein droit) to the Issuer the relevant
Receivables and attached Related Rights pursuant to the provisions of the Receivables Transfer and
Servicing Agreement;
Unitholder means a registered holder of one or more Units;
Units means the two u150 units (parts) issued by the Issuer on the Closing Date;
Units Subscription Agreement means the subscription agreement entered into on or about the Closing
Date between the Management Company, representing the Issuer, and the subscribers, in relation to the
initial subscription of the Units;
Valuation Report means each valuation report prepared by the initial Approved Valuers and such other
valuation report by Approved Valuers as prepared from time to time in relation to Secured Properties;
Valuers means such of the Approved Valuers as may be appointed by the Property Manager or, as the case
may be, the relevant FCC Servicer for the purpose of preparing the relevant Valuation Report; and
VAT or Value Added Tax means value added tax imposed in France as referred to in the French tax code
and legislation (whether delegated or otherwise) supplemental thereto or in any primary or subordinate
legislation promulgated by the European Union or any official body or agency thereof, and any similar
turnover tax replacing or introduced in addition to any of the same.
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