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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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Loan Agreement during such Forward-Looking Calculation Period calculated on an accruals basis and<br />

using the rate applicable to the relevant Commercial Mortgage Loan on the last Calendar Quarter Date<br />

preceding the relevant Loan Calculation Date;<br />

Projected Net Rental Income means, in respect of any Forward-Looking Calculation Period:<br />

(a) the aggregate amount of Gross Rental Income (excluding any amounts attributable to VAT) to be<br />

invoiced or received in respect of the relevant Forward-Looking Calculation Period, adjusted in<br />

accordance with the then-applicable Accounting Principles (including in relation to the treatment of<br />

any premium or other consideration paid to a Borrower in connection with the surrender of an<br />

Occupational Lease and any amount payable under any policy of insurance in respect of loss of rent,<br />

including for the payment of default interest);<br />

(b) minus any amounts under items (h) and (i) of the definition of Gross Rental Income in respect of<br />

the relevant Forward-Looking Calculation Period;<br />

(c) minus the aggregate amount of all other Gross Rental Income from the Secured <strong>Properties</strong> (other<br />

than those referred to in paragraph (b) above) and relating to (i) any Occupational Lease which will<br />

either terminate (or which may be terminated by the relevant Occupational Tenant) during the<br />

relevant Forward-Looking Calculation Period, in respect of that part of the relevant Forward-<br />

Looking Calculation Period after which the relevant Occupational Lease will or may so be<br />

terminated (provided that, in respect of any Occupational Lease that is to be terminated, notice of<br />

termination or non-renewal has already been served by the relevant Borrower or Occupational<br />

Tenant, as the case may be, and that, in the case of an Occupational Lease that may be terminated<br />

at the option of the Occupational Tenant, that the relevant notice of termination or non-renewal can<br />

take effect during the relevant Forward-Looking Calculation Period), (ii) any Occupational Lease<br />

in respect of which the relevant Occupational Tenant is subject to any insolvency proceedings;<br />

(iii) any Occupational Lease in respect of which the relevant Occupational Tenant is more than<br />

three months in arrears on its payment obligations under any Occupational Lease at the start of such<br />

period;<br />

less the sum of the following items, in each case in respect of the relevant Forward-Looking Calculation<br />

Period, as reasonably determined by the relevant Borrowers’ Agent:<br />

(d) the aggregate amount of all non-recoverable property costs and expenses charges and taxes in<br />

respect of Occupational Tenants paid, or which should reasonably be paid, by the Property Manager<br />

(or its agents);<br />

(e) any fees and expenses paid or to be paid by the Borrowers pursuant to sub-paragraph (b)(iv) of the<br />

definition of On-going Facility Fee;<br />

(f) any other amounts paid or to be paid by the Borrower to the Issuer by way of On-going Facility Fee<br />

under the Commercial Mortgage Loan Agreement in respect of amounts described in subparagraphs<br />

(a) to (e) and sub-paragraphs (h) and (i) of the definition of On-going Facility Fee;<br />

(g) any corporation or equivalent tax paid or to be paid by the Borrower in respect of the Gross Rental<br />

Income;<br />

(h) any other amounts paid or to be paid by the Borrowers to the French tax authorities (other than<br />

VAT);<br />

(i) any amounts paid or to be paid to a Valuer in respect of any Valuation Report issued in accordance<br />

with the terms of a Commercial Mortgage Loan Agreement;<br />

(j) any breakage costs paid or to be paid by the Borrowers to the Lenders pursuant to the Financing<br />

Documents;<br />

(k) any amount paid or to be paid by or on behalf of the Borrowers in respect of the fees and charges<br />

of the Borrowers Account Banks;<br />

(l) (without double counting in respect of items already included in (d) to (k) above) the aggregate<br />

amount of all irrecoverable costs, expenses, charges and rental taxes in respect of the Occupational<br />

Tenants incurred or which should reasonably be incurred by the relevant Borrowers;<br />

(m) any amounts of irrecoverable VAT on amounts paid or to be paid under paragraphs (d) to (l) above;<br />

Property Management Agreement means each property management agreement (mandat de gestion),<br />

entered into between the Property Manager and each Borrower under which the Property Manager<br />

260

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