FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

La Défense, France respectively (or such other replacement parties as may be appointed by the Issuer in
accordance with the Transaction Documents);
Hedging Subordinated Amounts means any amounts due to the Hedging Providers under the Hedging
Agreements (other than any amounts attributed to the return of collateral to such Hedging Provider)
either (a) due to the occurrence of an Event of Default (as defined under the Hedging Agreements) where
the Hedging Provider is the Defaulting Party (as defined in the Hedging Agreements) or a Hedging
Downgrade Event under such Hedging Agreement in respect of which the Hedging Provider is the
defaulting or affected party or (b) in respect of amounts by which any payment made to the relevant
Hedging Provider under the relevant Hedging Agreement is increased as a consequence of an amount for
or on account of Tax being required to be withheld or deducted from that payment;
Hedging Termination Payments means any amounts due to the Hedging Providers under the Hedging
Agreements (to the extent not funded by payments of interest in respect of the Commercial Mortgage
Loans) including any amounts due to a Hedging Provider under a Hedging Agreement on termination of
such Hedging Agreement but excluding any Hedging Subordinated Amounts;
Historical Calculation Period means, in respect of a Loan Calculation Date, the period of twelve months
(or less in respect of the first twelve months after the Closing Date), which begins on (and excludes) a
Calendar Quarter Date falling on or after the Closing Date and ends on (and includes) the Calendar
Quarter Date preceding such Loan Calculation Date. Any such calculations required for an Historical
Calculation Period that contains fewer than four complete financial quarters will be done in each case only
on the basis of taking the actual figures for any complete quarters contained in such Historical Calculation
Period;
Historical ICR means, as of any Loan Calculation Date, the ratio of the Historical Net Rental Income to
the Historical Interest Charges in respect of the Historical Calculation Period in respect of such Loan
Calculation Date;
Historical Interest Charges means, in relation to an Historical Calculation Period, the accrued cost of
interest for the relevant Borrower Group under the relevant Commercial Mortgage Loan Agreement
during such Historical Calculation Period;
Historical Net Rental Income means, in respect of any Historical Calculation Period, the sum of:
(a) the aggregate amount of Gross Rental Income (excluding any amounts attributable to VAT), as
reported in the relevant Quarterly Operating Reports and adjusted for the purposes of the
treatment, in accordance with accrual basis accounting principles, of any non-cash entries relating to
rent free periods or tenants’ incentives and any premium or other consideration paid to a Borrower
in connection with the surrender of an Occupational Lease;
(b) all other interest income for the relevant Historical Calculation Period;
(c) minus any amounts under items (h) and (i) of the definition of Gross Rental Income in respect of
the relevant Historical Calculation Period;
(d) minus any amounts of Gross Rental Income (excluding for these purposes any items already
excluded by (c) above) payable in respect of the Secured Properties since the Closing Date and
recognised as being bad or doubtful during the relevant Historical Calculation Period;
less the sum of the following items, in each case in respect of the relevant Historical Calculation Period:
(e) all amounts payable to the Property Manager (or its agents), to the extent not recoverable from
Occupational Tenants;
(f) any fees and expenses payable by the Borrowers pursuant to sub-paragraph (b)(iv) of the definition
of On-going Facility Fee;
(g) any other amounts payable by the Borrower to the Issuer by way of On-going Facility Fee under the
Commercial Mortgage Loan Agreement in respect of amounts described in sub-paragraphs (a) to
(e) and sub-paragraphs (h) and (i) of the definition of On-going Facility Fee;
(h) any corporation or equivalent tax payable by the Borrower in respect of the Gross Rental Income;
(i) any other amounts payable by the Borrowers to the French tax authorities (other than VAT);
(j) any amounts payable to a Valuer in respect of any Valuation Report issued in accordance with the
terms of a Commercial Mortgage Loan Agreement;
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