1,076,400,000 COMMERCIAL MORTGAGE BACKED FLOATING RATE NOTES OF TALISMAN-6 FINANCE P.L.C.

Transcription

1 1,076,400,000 COMMERCIAL MORTGAGE BACKED FLOATING RATE NOTES OF TALISMAN-6 FINANCE P.L.C. (incorporated with limited liability under the laws of Ireland, with registration number ) Commercial Mortgage Backed Floating Rate Notes due 2016 Application has been made to the Irish Financial Services Regulatory Authority (the Financial Regulator in Ireland) in its capacity as competent authority under Directive 2003/71/EC (the Prospectus Directive) for this Offering Circular to be approved. Application has also been made to the Irish Stock Exchange Limited (the Irish Stock Exchange) for the 825,000,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2016 (the Class A Notes), the 50,000 Class X Commercial Mortgage Backed Floating Rate Notes due 2016 (the Class X Notes), the 80,000,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2016 (the Class B Notes), the 83,350,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2016 (the Class C Notes), the 60,000,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2016 (the Class D Notes), the 12,500,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2016 (the Class E Notes) and the 15,500,000 Class F Commercial Mortgage Backed Floating Rate Notes due 2016 (the Class F Notes and, together with the Class A Notes, the Class X Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, the Notes (the holders of the Notes being the Noteholders)) of Talisman-6 Finance P.L.C. (the Issuer), a public company incorporated with limited liability under the laws of Ireland, to be admitted to the official list of the Irish Stock Exchange (the Official List) and trading on its regulated market. Copies of this Prospectus have been filed with and approved by the Financial Regulator in Ireland as required by the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (the Prospectus Regulations). Upon approval of this Offering Circular by the Financial Regulator in Ireland, this Offering Circular will be filed with the Companies Registration Office in Ireland in accordance with Regulation 38(1)(b) of the Prospectus Regulations. The Issuer will apply the net proceeds of the issue of the Notes to purchase interests (whole or partial or future) in nine German commercial mortgage loans (each such interest, a Loan and, together, the Loans) at their respective principal amounts outstanding made by ABN AMRO Bank N.V., London Branch pursuant to certain credit agreements (each a Credit Agreement and together the Credit Agreements) which are secured by, among other things, commercial properties situated in Germany (each such commercial property a Property and together, the Properties). The Issuer will also acquire the benefit of certain security related to the Loans (the Related Security). References herein to a Loan include reference to the related Credit Agreement unless the context otherwise requires. Interest on the Notes will be payable quarterly in arrear in euro on 22 January, 22 April, 22 July and 22 October of each year, subject to adjustment for non-business Days as described herein (each a Payment Date). The first Payment Date will be in 22 July Unless previously redeemed in full, the Notes are expected to mature on the Payment Date falling in October 2013 (the Expected Maturity Date). The Notes will, in any event, mature no later than the Payment Date falling in October 2016 (the Final Maturity Date). Before the Expected Maturity Date and the Final Maturity Date, the Notes will be subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out in Condition 6 (Redemption and Cancellation) of the terms and conditions of the Notes (the Conditions)). On issue it is expected that the Notes will be assigned the respective ratings of Fitch Ratings Ltd. (Fitch), Standard & Poor s Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P), Moody s Investors Service, Inc. (Moody s) and together with Fitch and S&P, the Rating Agencies) set forth in the table below. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Initial Principal Amount ( ) Rating Fitch/S&P/Moody s Margin over Base Interest Rate* Expected Maturity Date+ Final Maturity Date+ Class A 825,000,000 AAA/AAA/Aaa 0.18% p.a. October 2013 October % X 50,000 AAA/AAA/nr Variable October 2013 October % B 80,000,000 AA/AA/nr 0.27% p.a. October 2013 October % C 83,350,000 A/A/nr 0.48% p.a. October 2013 October % D 60,000,000 BBB/BBB/nr 0.78% p.a. October 2013 October % E 12,500,000 BBB-/BBB-/nr 0.95% p.a. October 2013 October % F 15,500,000 BB/BB/nr 3.00% p.a. October 2013 October % Issue Price * The Base Interest Rate for all of the Notes, other than the Class X Notes, will be three-month EURIBOR (other than during the first Note Interest Accrual Period, the rate for which shall be determined by a linear interpolation of the rate for 3 and 4 month euro deposits). The Base Interest Rate will be determined for the Notes two TARGET Business Days prior to the first day of the Loan Interest Accrual Period corresponding to the Note Interest Accrual Period for which the rate will apply or, in respect to the first Note Interest Accrual Period, two TARGET Business Days prior to the Closing Date. The Class X Notes will bear interest at a variable rate of interest as set forth under Condition 5(c) (Rate of Interest) of the Conditions. Note Interest Amounts payable on the Class F Notes will be limited by an available funds cap as provided in Condition 16 and amounts which cannot be paid as a consequence of such provisions will not become due or payable and the Issuer s obligations in respect thereof will be cancelled. + The current expected maturity date of the Notes is the Expected Maturity Date set forth above. The Expected Maturity Date has been calculated based on the Modelling Assumptions described in the section entitled Yield Prepayment and Maturity Consideration below. In any event, the maturity date of the Notes may not be later than the Final Maturity Date. If any withholding or deduction for or on account of tax is applicable to payments of interest and/or repayments of principal on the Notes, such payments and/or repayments, as the case may be, will be made subject to such withholding or deduction without the Issuer being obliged to pay any additional amounts as a consequence. The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the U.S. Securities Act), or any state securities laws, and are subject to U.S. tax law requirements. The Notes are being offered by the Issuer only to persons who are not U.S. Persons (as defined in Regulation S under the U.S. Securities Act (Regulation S)) in offshore transactions in reliance on Regulation S and in accordance with applicable laws. Subject to certain exceptions, the Notes may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, any U.S. Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. The Notes of each Class will each initially be represented on issue by a temporary global note in bearer form (each, a Temporary Global Note) for such class of Notes, without interest coupons attached, which will be deposited on or about the Closing Date with a common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg and, together with Euroclear, the ICSDs). Interests in each Temporary Global Note will be exchangeable for interests in a permanent global note in bearer form (each, a Permanent Global Note) representing the same class of Notes, without interest coupons attached, not earlier than 40 days after the Closing Date (the Exchange Date), upon certification as to non-u.s. beneficial ownership. Ownership interests in the Temporary Global Notes and the Permanent Global Notes (together, the Global Notes) will be shown on, and transfers thereof will only be effected through, records maintained by Euroclear and Clearstream, Luxembourg and their respective participants. The Permanent Global Notes will be exchangeable for Definitive Notes in bearer form only in certain limited circumstances as set forth therein. The Notes are intended to be held in a manner which will allow Eurosystem eligibility. This simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. The Notes will be governed by English law. Capitalised terms contained in this document and defined herein have the meaning given to them on the page indicated in the section entitled Index of Principal Defined Terms below. See the section entitled Risk Factors below for a discussion of certain factors that should be considered in connection with an investment in the Notes. An investment in the Notes is suitable only for financially sophisticated investors who are capable of evaluating the merits and risks of such investment and who have sufficient resources to be able to bear any losses which may result from such investment. The date of this Offering Circular is 3 April, This Offering Circular constitutes a Prospectus pursuant to, and is in compliance with the requirements of, the Prospectus Directive. Lead Manager ABN AMRO Co-Managers LEHMAN BROTHERS BANCA AKROS SPA GRUPPO BIPIEMME BBVA BANK OF AMERICA

2 IMPORTANT NOTICE Other than the approval by the Financial Regulator in Ireland of this Offering Circular in accordance with the Prospectus Directive, admission of the Notes to the Official List of the Irish Stock Exchange and to trading on its regulated market and the filing of a copy of this Offering Circular with the Companies Registration Office in Ireland for registration in accordance with Regulation 38(1)(b) of the Prospectus Regulations, no action has been or will be taken to permit a public offering of the Notes or the distribution of this Offering Circular in any jurisdiction where action for that purpose is required. The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular (or any part hereof) comes are required by the Issuer and the Managers to inform themselves about, and to observe, any such restrictions. Neither this Offering Circular nor any part hereof constitutes an offer of, or an invitation by or on behalf of the Issuer or any Manager to subscribe for or purchase, any of the Notes and neither this Offering Circular, nor any part hereof, may be used for or in connection with an offer to, or solicitation by, any person in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For a further description of certain restrictions on offers and sales of the Notes and distribution of this Offering Circular (or any part hereof) see the section entitled Subscription and Sale below. The Issuer is not and will not be regulated by the Financial Regulator in Ireland by virtue of the issue of the Notes. An investment in the Notes does not have the status of a bank deposit and is not within the scope of the deposit protection scheme operated by the Financial Regulator in Ireland. The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the valuation information presented in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. The CD-ROM which is available in connection with this Offering Circular (the Valuation CD-ROM), and the valuation information contained thereon, do not form part of the information provided for the purposes of this Offering Circular. For a further description of the limitations, qualifications and restrictions in relation to the information contained in the Valuation CD-ROM see the section entitled Valuation CD-ROM Disclaimer below. THE NOTES WILL NOT BE OBLIGATIONS OR RESPONSIBILITIES OF ANY PERSON OTHER THAN THE ISSUER. IN PARTICULAR, THE NOTES WILL NOT BE OBLIGATIONS OR RESPONSIBILITIES OF, OR BE GUARANTEED BY, ABN AMRO OR ANY ASSOCIATED BODY OF ABN AMRO, OR OF OR BY ANY MANAGER, THE ORIGINATOR, THE FACILITY AGENT, THE SERVICER, THE SPECIAL SERVICER, THE CASH MANAGER, THE B LENDERS, THE NOTE TRUSTEE, THE ISSUER SECURITY TRUSTEE, THE BORROWER SECURITY TRUSTEES, THE ACCOUNT BANK, THE AGENT BANK, THE PRINCIPAL PAYING AGENT, THE IRISH PAYING AGENT, THE LISTING AGENT, THE CORPORATE SERVICES PROVIDER, THE LIQUIDITY FACILITY PROVIDER, THE ISSUER HEDGE PROVIDER, THE CONTINGENT HEDGE PROVIDER, THE BORROWER HEDGE PROVIDERS, THE BORROWERS, THE PROPERTY MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR SHAREHOLDERS OR THE SHAREHOLDERS OF THE ISSUER AND NONE OF SUCH PERSONS ACCEPTS ANY LIABILITY WHATSOEVER IN RESPECT Page 2

3 OF ANY FAILURE BY THE ISSUER TO MAKE PAYMENT OF ANY AMOUNT DUE ON THE NOTES. No person is or has been authorised in connection with the issue and sale of the Notes to give any information or to make any representation not contained in this Offering Circular and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer or by or on behalf of ABN AMRO or any associated body of ABN AMRO, or by or on behalf of any Manager, the Originator, the Facility Agent, the Servicer, the Special Servicer, the Cash Manager, the B Lenders, the Note Trustee, the Issuer Security Trustee, the Borrower Security Trustees, the Corporate Services Provider, the Account Bank, the Agent Bank, the Principal Paying Agent, the Irish Paying Agent, the Listing Agent, the Liquidity Facility Provider, the Issuer Hedge Provider, the Contingent Hedge Provider, the Borrower Hedge Providers, the Borrowers, the Property Managers or any of their respective affiliates or shareholders or the shareholders of the Issuer. Neither the delivery of this Offering Circular nor any sale or allotment made in connection with the offering of any of the Notes shall, under any circumstances, constitute a representation or create any implication that there has been no change in the information contained herein since the date hereof or that the information contained herein is correct as of any time subsequent to its date. No representation or warranty is made or implied by any Manager or any of their affiliates, and none of the Managers or any of their affiliates makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Offering Circular. All references in this document to euro or are to the currency introduced at the commencement of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended by the Treaty on European Union, as amended by the Treaty of Amsterdam. In connection with the issue of the Notes, ABN AMRO (or persons acting on behalf of ABN AMRO) may over-allot Notes of any class (provided that the aggregate Principal Amount Outstanding of Notes of any class allotted does not exceed 105 per cent. of the aggregate Principal Amount Outstanding of the relevant class) or effect transactions with a view to supporting the market price of the Notes of any class at a level higher than that which might otherwise prevail. However, there is no assurance that ABN AMRO (or persons acting on behalf of ABN AMRO) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the relevant class of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant class of Notes and 60 days after the date of the allotment of the relevant class of Notes. Any over-allotment or stabilising by ABN AMRO shall be carried out as principal and not as agent of the Issuer and any loss or profit sustained as a consequence of any such over-allotment or stabilising shall be for the account of ABN AMRO. Such stabilising, if commenced, will be in compliance with all applicable laws, regulations and rules (including without limitation the Buy-Back and Stabilisation Regulations (Commission Regulation (EC) No 2273/2003) and the price stabilising rules made under section 144(1) and 144(3) of the Financial Services and Markets Act 2000 (FSMA)). Page 3

4 CONTENTS PRINCIPAL CHARACTERISTICS OF THE NOTES... 5 STRUCTURE DIAGRAM... 6 SUMMARY... 7 RISK FACTORS GENERAL CHARACTERISTICS OF THE CREDIT AGREEMENTS AND THE PROPERTIES THE LOANS, THE BORROWERS AND THE PROPERTIES STRUCTURE OF THE ACCOUNTS NOTE TRUST DEED LIQUIDITY FACILITY AGREEMENT ISSUER HEDGING ARRANGEMENTS SERVICING CASH MANAGEMENT YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS THE ISSUER USE OF PROCEEDS TERMS AND CONDITIONS OF THE NOTES IRISH TAXATION GERMAN TAXATION SUBSCRIPTION AND SALE GENERAL INFORMATION VALUATION CD-ROM DISCLAIMER INDEX OF DEFINED TERMS Page 4

5 PRINCIPAL CHARACTERISTICS OF THE NOTES The following is a brief overview of the principal characteristics of the Notes referred to in this Offering Circular. This information is subject to, and is more fully explained in, the other sections of this Offering Circular. Notes Class A Notes Class X Notes Class B Notes Class C Notes Class D Notes Class E Notes Class F Notes Initial Principal Amount 825,000,000 50,000 80,000,000 83,350,000 60,000,000 12,500,000 15,500,000 Issue price 100% 100% 100% 100% 100% 100% 100% Interest rate 3 month EURIBOR % p.a. VARIABLE 3 month EURIBOR % p.a. 3 month EURIBOR % p.a. 3 month EURIBOR % p.a. 3 month EURIBOR % p.a. 3 month EURIBOR % p.a. Expected Maturity Date Final Note Maturity Estimated 4.3 years n/a 5.3 years 5.7 years 5.7 years 5.7 years 5.7 years weighted average life (1) Day count Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Business day convention/ Business Days Payment Dates TARGET, London, Dublin and Frankfurt am Main 22 January, April, July and October TARGET, London, Dublin and Frankfurt am Main 22 January, April, July and October TARGET, London, Dublin and Frankfurt am Main 22 January, April, July and October TARGET, London, Dublin and Frankfurt am Main 22 January, April, July and October TARGET, London, Dublin and Frankfurt am Main 22 January, April, July and October TARGET, London, Dublin and Frankfurt am Main 22 January, April, July and October Form of Notes Eurosystem eligible New Global Note (NGN) form Denomination (2) 50,000 but (save in the case of the Class X Notes) tradable in nominal amounts of 50,000 and higher integral multiples of 1000 Clearing system Euroclear and Clearstream, Luxembourg Credit enhancement provided by other classes of Notes subordinated to the relevant class of Notes Subordination of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes Subordination of the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes Subordination of the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes Subordination of the Class D Notes, the Class E Notes and the Class F Notes Subordination of the Class E Notes and the Class F Notes Subordination of the Class F Notes TARGET, London, Dublin and Frankfurt am Main 22 January, April, July and October No subordination Listing Irish Stock Exchange ISIN XS XS XS XS XS XS XS Expected rating AAA AAA AA A BBB BBB- BB Fitch Expected rating AAA AAA AA A BBB BBB- BB S&P Expected rating Moody s Aaa NR NR NR NR NR NR 1 2 Based on the Modelling Assumptions set out in the section entitled Yield, Prepayment and Maturity Considerations, to which investors should refer. So long as the Notes are represented by a Temporary Global Note or a Permanent Global Note and the ICSDs so permit, the Notes will be tradable only in the minimum authorised denomination of 50,000 and higher integral multiples of 1,000, notwithstanding that no Definitive Notes will be issued with a denomination above 99,000. Page 5

6 STRUCTURE DIAGRAM Borrower Hedge Provider (other than for the Orange Borrowers and the Mango Borrower) Floating Interest rate swap Fixed Prefunding Drawings Borrower Security Interest & Principal Prefunding Drawings Borrower Security Trustee Issuer Security Prefunding Escrow Account Issuer Security Trustee Security Trust Note Trustee Borrowers Loans/ Whole Loans Purchase price for B Loans Originator B Loans Note proceeds Sale of Loans Interest rate swap and/or cap Issuer (Irish SPV) Note Proceeds Interest & Principal Noteholders Interest & Principal on B Loans B Lenders Issuer Hedge Provider (in respect of the Orange Loan and the Mango Loan) Liquidity Facility Provider Page 6

7 SUMMARY The following information is a summary of the principal features of the issue of the Notes. This summary should be read in conjunction with, and is qualified in its entirety by reference to, the more detailed information appearing elsewhere in this document. Certain terms used in this summary are defined elsewhere in this document. A list of the pages on which certain terms are defined is found in the section entitled Index of Principal Defined Terms below. The Parties Issuer Originator of the Loans Lender B Lenders Note Trustee Talisman-6 Finance P.L.C. (the Issuer), a public company incorporated with limited liability under the laws of Ireland, whose registered office is at Custom House Plaza, Block 6, International Financial Services Centre, Dublin 1, Ireland. ABN AMRO Bank N.V. (ABN AMRO), acting through its office at 250 Bishopsgate, London EC2M 4AA, England, in its capacity as original lender under each Credit Agreement relating to each of the Loans (in such capacity, the Originator). Prior to the acquisition of the Loans (which term includes, for the avoidance of doubt, all further drawings required to be advanced by the Originator (in the case of the Mango Loan, the Coconut Loan and the Pineapple Loan only, subject to satisfaction of the applicable conditions thereto)) by the Issuer, the term Lender refers to the Originator; from (and including) the acquisition of the Loans by the Issuer, the term Lender refers to the Issuer. The Orange Loan, the Apple Loan, the Peach Loan and the Pineapple Loan will consist of the senior tranche only of the relevant whole loan (the Orange Whole Loan the Apple Whole Loan, the Peach Whole Loan and the Pineapple Whole Loan, respectively, and together, the Whole Loans) drawn by the relevant Borrowers, under the Credit Agreement to which they relate. The holder of the subordinated tranche in respect of the relevant Whole Loan (each a B Loan and together, the B Loans) will be the B lender (the B Lender and together, the B Lenders). The relationship between each B Lender, and the relevant Lender, and the priorities of their several claims, will be governed by an intercreditor agreement (each an Intercreditor Agreement and together, the Intercreditor Agreements) to be entered into on or before the Closing Date. For the avoidance of doubt, unless otherwise stated, in this Offering Circular, the term Loans does not include any B Loan, and the term Lender does not include any B Lender. ABN AMRO Trustees Limited, a limited liability company incorporated in England, whose registered office is at 82 Bishopsgate, London EC2N 4BN, England (in Page 7

8 such capacity, the Note Trustee) will act as trustee for the holders of the Notes pursuant to a trust deed (the Note Trust Deed) to be dated the Closing Date between the Note Trustee and the Issuer. Issuer Security Trustee and Note Security ABN AMRO Trustees Limited (in such capacity, the Issuer Security Trustee) will hold on trust for itself and the Noteholders, the Note Trustee, the Cash Manager, the Corporate Services Provider, the Liquidity Facility Provider, the Issuer Hedge Provider, the Contingent Hedge Provider, the Paying Agents, the Agent Bank, the Account Bank, the Servicer, the Special Servicer and the Originator (the Issuer Security Trustee and all of such persons being collectively, the Issuer Secured Creditors, and each an Issuer Secured Creditor) the security granted by the Issuer to the Issuer Security Trustee for itself and on trust for the Issuer Secured Creditors pursuant to a deed of charge and assignment governed by English law (the Deed of Charge and Assignment)). The Issuer will also pledge or assign to the Issuer Security Trustee the rights it holds under the Borrower Security Trustee Arrangements and the assignment agreements in respect of the Loans governed by German law pursuant to the Loan Sale Agreement as security for the Trustee German Claim pursuant to an agreement dated the Closing Date and governed by German law (the German Issuer Security Pledge Agreement and together with the Deed of Charge and Assignment, the Issuer Security Documents). Pursuant to the Deed of Charge and Assignment, the Issuer Security Trustee will also hold on trust for the (i) Class X Noteholders, the Issuer Security granted by the Issuer in respect of the Class X Principal Account and any Eligible Investments in respect thereof, (ii) Issuer Hedge Provider and the Contingent Hedge Provider, the Issuer Security granted by the Issuer in respect of the Issuer Hedge Collateral Account and any Eligible Investments in respect thereof, and (iii) Liquidity Facility Provider, the Issuer Security granted by the Issuer in respect of the Stand By Account and any Eligible Investments in respect thereof. Borrower Security Trustees ABN AMRO Trustees Limited or, in the case of the Cherry Loan and the Strawberry Loan, ABN AMRO Bank (Luxembourg) S.A. (the Luxembourg Borrower Security Trustee and together with ABN AMRO Trustees Limited, the Borrower Security Trustees and each a Borrower Security Trustee, as the context may require) will hold or, as the case may be, administer the security granted in connection with a Loan by the relevant borrower (in each case a Borrower and, together, the Borrowers) and each of the relevant guarantors of, or entities providing indemnities in respect of some or all of Page 8

9 any Borrower s obligations under the relevant Credit Agreement and other related finance documents for the Loans (the Finance Documents) (each Borrower, each such guarantor and each such indemnifying entity, an Obligor) pursuant to the relevant Borrower Security Trust Document in favour of the persons (including the Issuer and, if applicable, any subordinated third-party lender to the relevant Borrower) named as finance parties for such Loan (such parties in reference to a specific Loan being the Relevant Finance Parties and collectively the Finance Parties) pursuant to certain security trust agreements described below. Each of ABN AMRO Bank (Luxembourg) S.A. and ABN AMRO Trustees Limited, in their respective capacities as Borrower Security Trustee, will delegate to Hatfield Philips International Limited, in its capacity as Servicer or Special Servicer, as applicable, the exercise of all its rights, powers and discretions as Borrower Security Trustee. Facility Agent ABN AMRO, acting through its office at 82 Bishopsgate, London EC2N 4BN, England, will act as facility agent pursuant to the Credit Agreements (the Facility Agent). ABN AMRO, in its capacity as Facility Agent, will delegate to Hatfield Philips International Limited, in its capacity as Servicer or Special Servicer, as applicable, the exercise of its rights, powers and discretions as Facility Agent although the Servicer will sub-delegate back to ABN AMRO certain functions relating to the Mango Loan and the Coconut Loan. Servicer Special Servicer Controlling Class Hatfield Philips International Limited, whose principal office is located at Floor 34, 25 Canada Square, Canary Wharf, London E14 5LB, England will act as Servicer (in such capacity, the Servicer). The Servicer will be responsible for servicing in the ordinary course each of the Loans (including, for this purpose, the B Loans), as described herein. Hatfield Philips International Limited, whose principal office is located at Floor 34, 25 Canada Square, Canary Wharf, London E14 5LB, England, will act as the Special Servicer (in such capacity, the Special Servicer). The Special Servicer will be responsible for the special servicing of each of the Loans (including, for this purpose, the B Loans), as described herein. The Controlling Class means the most junior class of Notes (other than the Class X Notes) outstanding from time to time which meets the Controlling Class Test, provided that for so long as no class of Notes meets the Controlling Class Test, the Controlling Class shall mean Page 9

10 the most junior class of Notes (other than the Class X Notes) then outstanding. Any class of Notes (other than the Class X Notes) shall meet the Controlling Class Test if, at the relevant time, it has a Control Valuation Principal Amount Outstanding that is not less than 25 per cent. of the Adjusted Principal Amount Outstanding of such class of Notes. If such class of Notes ceases to have a Control Valuation Principal Amount Outstanding (calculated, for the avoidance of doubt, after the application of any PAO Reduction Amounts and any Appraisal Reduction Amounts in respect of such class of Notes without double counting) that is not less than 25 per cent. of its Adjusted Principal Amount Outstanding, the next most junior class of Notes (other than the Class X Notes) which satisfies such criteria shall become the Controlling Class. As at the Closing Date, the Class F Notes will be the Controlling Class. The holders of not less than 50.1 per cent. of the Controlling Class will have the right by written direction to elect a representative (the Controlling Class Representative) who will have certain rights pursuant to the Servicing Agreement. Operating Advisor Cash Manager and Account Bank Agent Bank and Principal Paying Agent The Controlling Class Representative or, in the case of the Whole Loans, the relevant B Lender (so long as no Control Valuation Event (as defined below) under the relevant Intercreditor Agreement has occurred) will have the right, pursuant to the Servicing Agreement, to appoint and remove an advisor (the Operating Advisor) with respect to the Loans (or Whole Loan, as applicable) and to remove and replace the Special Servicer with respect to the Loan (or Whole Loan, as applicable). The Operating Advisor will have certain rights pursuant to the Servicing Agreement, including, among other things, to be consulted by the Servicer or Special Servicer, as applicable, in relation to certain actions relating to the Servicing of the Loans. ABN AMRO, acting through its London Branch at its office at 82 Bishopsgate, London EC2N 4BN, England will act as cash manager and as issuer account bank pursuant to the Cash Management Agreement (in such capacities, the Cash Manager and the Account Bank respectively). ABN AMRO, acting through its London Branch at its office at 82 Bishopsgate, London EC2N 4BN, England will act as principal paying agent (in such capacity, the Principal Paying Agent and agent bank (in such capacity the Agent Bank), respectively, pursuant to an agency agreement to be entered into on the Closing Date Page 10

11 between, inter alios, the Issuer, the Agent Bank and the Paying Agents (defined below) (the Agency Agreement). Irish Paying Agent Listing Agent Corporate Services Provider Liquidity Facility Provider Issuer Hedge Provider and Contingent Hedge Provider NCB Stockbrokers Ltd (in such capacity, the Irish Paying Agent and together with the Principal Paying Agent and any other paying agent appointed pursuant to the Agency Agreement, the Paying Agents), whose registered office is at 3 George s Dock, International Financial Services Centre, Dublin 1, Ireland, will act as Irish Paying Agent pursuant to the Agency Agreement. Arthur Cox Listing Services Limited (in such capacity, the Listing Agent), whose registered office is at Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland, will act as Listing Agent. Citco Corporate Services (Ireland) Limited (in such capacity, the Corporate Services Provider), whose registered office is at Custom House Plaza, Block 6, International Financial Services Centre, Dublin 1, Ireland, will act as corporate service provider pursuant to a corporate services agreement dated the Closing Date between inter alios, the Issuer, the Issuer Security Trustee and the Corporate Services Provider (the Corporate Services Agreement). ABN AMRO, acting through its head office at Gustav Mahlerlaan 10, 1082 PP, Amsterdam, The Netherlands, will act as liquidity facility provider (in such capacity, the Liquidity Facility Provider) pursuant to a liquidity facility agreement dated the Closing Date between inter alios, the Issuer and the Liquidity Facility Provider (the Liquidity Facility Agreement). ABN AMRO, acting through its office at 250 Bishopsgate, London EC2M 4AA, England, will act as issuer hedge provider under the Issuer Hedge Agreement (in such capacity, the Issuer Hedge Provider) and contingent hedge provider under the Contingent Swap Agreement (in such capacity, the Contingent Hedge Provider). Page 11

12 Principal Terms of the Loans and the Related Security The Loans The Issuer s assets will consist primarily of the Loans (which expression shall include all further drawings required to be advanced by the Originator (in the case of the Mango Loan, the Coconut Loan and the Pineapple Loan only, subject to satisfaction of the applicable conditions thereto), the related Credit Agreements and the related rights of the Originator to be acquired on the Closing Date by the Issuer, unless the context otherwise requires). The following section contains a summary of the features of each Loan and its Related Security. For a more detailed description of each Loan see the section entitled The Loans, the Borrowers and the Properties below. Unless otherwise specified, all calculations and other information with respect to the Loans are based on the principal balance of the Loans as at the relevant Cut-Off Date (as defined below in each individual Loan Summary in the section entitled The Loans, the Borrowers and the Properties ). Page 12

13 No. Loan Name Security Outstanding Whole Loan Balance ( ) Outstanding Securitised Loan Balance ( ) Loan Maturity Date Property Market Value ( ) 1 NRA (square metres) Weighted Average Occupancy (per cent.) 2 Whole Loan LTV (per cent.) Securitised Loan LTV (per cent.) Whole Loan ICR (per cent.) 3 Securitised Loan ICR (per cent.) 3 Prefunding Amount ( ) 1 Orange Loan primarily retail properties 438,896, ,896, July ,620, , nil 2 Kiwi Loan 1 retail property 15,382,000 15,382, November ,700,000 9, nil 3 Cherry Loan 11 residential properties 59,400,000 59,400, October ,760, , nil 4 Strawberry Loan 6 residential and 1 residential/ retail properties 82,135,000 82,135, January ,710, , nil 5 Mango Loan 12 retail and office properties 92,569,336 92,569, October ,410, , ,300, Apple Loan properties 27 retail 84,736,604 68,736, January ,372,000 58, nil 7 8 Peach Loan properties 25 retail 169,792, ,792, July ,241, , nil 8 Coconut Loan 21 office and retail properties 147,187, ,187, January ,275, , ,378,630 9 Pineapple Loan 6 7 residential and commercial properties 61,218,000 51,218, October ,020,000 66, ,707, As at the date stated in the relevant Original Valuation Report. Weighted Average by area. ICR is calculated as at 15 January The calculation of ICR assumes (i) for all Loans (or Whole Loans, as applicable) the cash available is calculated based on the net income over the next 12 months where the 12 month period begins from February 2007 for all Loans (or Whole Loans, as applicable) other than the Orange Loan (or Orange Whole Loan, as applicable) where the period started in December 2006, (ii) the further drawdowns in the period from 15 January 2007 up to the Closing Date are included in the calculation, (iii) in the case of the Strawberry Loan, because no historical reporting is available, the ICR is a projected ICR from 15 April 2007 (iv) calculations are based on rent rolls provided by the relevant Property Managers, with the exception of the Cherry Loan and the Mango Loan, which are based on rent rolls compiled by ABN AMRO and (v) in relation to the Loans (or Whole Loans) that include multifamily units, it is assumed that rental levels will remain stabilised at the relevant Cut-Off Date, unless specific information about a lease roll off is available. The Orange Loan is the senior tranche of the Orange Whole Loan, which had an outstanding principal balance as at the Cut-Off Date of 438,896,560 and which includes a subordinated tranche (the Orange B Loan), which had an outstanding principal balance as at the Cut-Off Date of 30,000,000. The Orange Whole Loan was bifurcated pursuant to an intercreditor agreement between, inter alios, the Originator (whose interest in such agreement will be assigned to the Issuer on the Closing Date) and the Orange B Lender dated 7 February 2007 (the Orange Intercreditor Agreement). Only the Orange Loan will be acquired by the Issuer; the Orange B Loan has been acquired by the Orange B Lender. The calculation of the Whole Loan LTV and Securitised LTV does not include the Mango Düsseldorf Additional Loan or the Mango Magdeburg Additional Loan, which together may not exceed 5,000,000. The calculation of the Whole Loan ICR and Securitised ICR (i) assumes that the HGS portfolio is drawn at a fixed rate 5.175% (including margin) and (ii) does not include the Mango Düsseldorf Additional Loan or the Mango Magdeburg Additional Loan, which together may not exceed 5,000,000. The Apple Loan is the senior tranche of the Apple Whole Loan, which had an outstanding principal balance as at the Cut-Off Date of 84,736,604 and which includes a subordinated tranche (the Apple B Loan), which had an outstanding principal balance as at the Cut-Off Date of 16,000,000. The Apple Whole Loan was bifurcated pursuant to an intercreditor agreement between, inter alios, the Originator (whose interest in such agreement will be assigned to the Issuer on the Closing Date) and the Apple B Lender dated 13 March 2007 (the Apple Intercreditor Agreement). Only the Apple Loan will be acquired by the Issuer; the Apple B Loan has been acquired by the Apple B Lender. The Peach Loan is the senior tranche of the Peach Whole Loan, which had an outstanding principal balance as at the Cut-Off Date of 169,792,800 and which includes a subordinated tranche (the Peach B Loan), which had an outstanding principal balance as at the Cut-Off Date of 19,000,000. The Peach Whole Loan was bifurcated pursuant to an intercreditor agreement between, inter alios, the Originator (whose interest in such agreement will be assigned to the Issuer on the Closing Date) and the Peach B Lender dated 12 February 2007 (the Peach Intercreditor Agreement). Only the Peach Loan will be acquired by the Issuer; the Peach B Loan has been acquired by the Peach B Lender. The Pineapple Loan is the senior tranche of the Pineapple Whole Loan, which had an outstanding principal balance as at the Cut-Off Date of 61,218,000 and which includes a subordinated tranche (the Pineapple B Loan), which had an outstanding principal balance as at the Cut-Off Date of 10,000,000. The Pineapple Whole Loan was bifurcated pursuant to an intercreditor agreement between, inter alios, the Originator (whose interest in such agreement will be assigned to the Issuer on the Closing Date) and the Pineapple B Lender dated 29 March 2007 (the Pineapple Intercreditor Agreement). Only the Pineapple Loan will be acquired by the Issuer; the Pineapple B Loan has been acquired by the Pineapple B Lender. Page 13

14 Market Value means the value of the relevant Property as assessed in the relevant Original Valuation Report in accordance with the appropriate sections of the Royal Institution of Chartered Surveyors Appraisal and Valuation Standards on the basis of the estimated amount for which the relevant Property should exchange on the date of valuation between a willing buyer and a willing seller in an arm s length transaction after proper marketing where the parties had acted knowledgeably, prudently and without compunction subject to the existing tenancies and subject to the assumptions and comments in the relevant Original Valuation Report. No adjustment has been made to reflect any taxation liability or disposal costs or to reflect any liability to repay any government or other grants, taxation allowance or lottery funding that may arise on disposal. ICR means, with respect to a Loan (or Whole Loan, as applicable) on 15 January 2007 (the ICR Calculation Date), the Projected Annual Rental (as defined in the relevant Credit Agreement) of the Properties securing such Loan (or Whole Loan, as applicable) expressed as a percentage of the Projected Annual Finance Costs (as defined in the relevant Credit Agreement) payable to the relevant Finance Parties under the relevant Finance Documents. In respect of the Orange Loan only, ICR means, on the ICR Calculation Date, the Projected Net Rental Income (as defined in the Orange Credit Agreement) for the rental month commencing immediately prior to the ICR Calculation Date and the next eleven rental months, expressed as a percentage of the Projected Finance Costs (as defined in the Orange Credit Agreement) for the then current or commencing Loan Interest Accrual Period and the next three Loan Interest Accrual Periods immediately following. In respect of the Apple Loan only, ICR means, on any date, the ratio of: (i) the actual annualised rental income based on the last calendar quarter, net of charges and VAT available for the debt service over the next 12 months (being four times the passing rents on performing and valid leases paid for the last calendar quarter) of the Apple Borrowers; and (ii) the aggregate projected sum of interest due by the Apple Borrower to the Lender, for the next 12 months immediately following the date on which such ratio is calculated on the outstanding amount of the Apple Loan assuming that no amortisation and/or cancellation and/or payment is made during such period. The calculation of ICR above does not include any projected amortisation, cancellation or prepayment of any Loan or Whole Loan, as applicable. The calculation of ICR is based on the following additional assumptions: (i) for all Loans (or Whole Loans, as applicable) the cash available is calculated based on the net income over the next 12 months where the 12 month period begins Page 14

15 from February 2007 for all Loans (or Whole Loans, as applicable) other than the Orange Loan (or Orange Whole Loan, as applicable) where the period started in December 2006, (ii) further drawdowns in the period from ICR Calculation Date up to the Closing Date are included, (iv) in the case of the Strawberry Loan, where no historical reporting is available, the ICR is a projected ICR from 15 April 2007 (iii) calculations are based on rent rolls provided by the relevant Property Managers, with the exception of the Cherry Loan and the Mango Loan, which are based on rent rolls compiled by ABN AMRO and (iv) in relation to the Loans (or Whole Loans) that include multifamily units, it is assumed that rental levels will remain stabilised at the relevant Cut-Off Date, unless specific information about a lease roll off is available (the ICR Additional Assumptions). Loan Maturity Date means, with respect to each Loan (or Whole Loan), the scheduled maturity date for final repayment of such Loan. Whole Loan LTV means, with respect to each Whole Loan or, where such loan is not a Whole Loan, each Loan, the ratio of the outstanding loan amount as at the relevant Cut-Off Date, to the value of the relevant Properties as at the date stated in the relevant Original Valuation Report, expressed as a percentage. Securitised Loan LTV means, with respect to each Loan, the ratio of the outstanding loan amount as at the relevant Cut-Off Date, to the value of the relevant Properties as at the date stated in the relevant Original Valuation Report, expressed as a percentage. NRA or Net Rentable Area means, with respect to a Property or a group of Properties, the amount of space in such Property or Properties that is usable (and therefore rentable) to tenants. Outstanding Whole Loan Balance means, with respect to a Whole Loan or, where such loan is not a Whole Loan, each Loan, the outstanding principal amount of such Whole Loan or Loan, as applicable, at the relevant Cut-Off Date. For the avoidance of doubt, all further drawings required to be advanced by the Originator in respect of such Whole Loan or Loan (in the case of the Mango Loan, the Coconut Loan and the Pineapple Loan only, subject to satisfaction of the applicable conditions thereto) are included in the calculation of Outstanding Whole Loan Balance. Outstanding Securitised Loan Balance means, with respect to a Loan only, the outstanding principal amount Page 15

16 of such Loan at the relevant Cut-Off Date. For the avoidance of doubt, all further drawings required to be advanced by the Originator in respect of such Loan (in the case of the Mango Loan, the Coconut Loan and the Pineapple Loan only, subject to satisfaction of the applicable conditions thereto) are included in the calculation of Outstanding Securitised Loan Balance. Occupancy means the occupancy rate as specified at the Valuation date in the Original Valuation Report. Prefunding Amount means an amount equal to (a) in the case of the Mango Düsseldorf Additional Loan; 493,899.12, (b) in the case of the Mango Magdeburg Additional Loan; 4,690, (provided that the aggregate amount of the Mango Düsseldorf Additional Loan and the Mango Magdeburg Additional Loan do not together at any time exceed 5,000,000), (c) in the case of the Mango HGS Portfolio, 10,300,207.53, (d) in the case of the Coconut Grube Property; 1,315,130 (e) in the case of the Coconut Nauheim Property, 5,063,500, (f) in respect of the Pineapple Dortmund Property and the Pineapple Wuppertal Property, 7,707,252 and Prefunding Proceeds means an amount equal to the aggregate of all Prefunding Amounts. The Related Security The Loans (and for the purpose of describing the Related Security, references to the Loans include the B Loans) are secured by the following security documents (together the Borrower Security Documents): (a) the Loans are secured by the relevant: (i) (ii) Mortgage(s) (including where applicable the Un-Certificated Mortgages) governed by German law or, in the case of the three mortgages in relation to the Orange Loan, the relevant Assigned Mortgage governed by German law, and in the case of one mortgage in relation the Orange Loan and one mortgage in relation to the Strawberry Loan, the relevant Assigned Un-Certificated Mortgages governed by German law; and Account Pledge Agreements executed by the relevant Borrowers (other than in the case of the Apple Loan, the Apple New Borrower) and governed by German law, and in the case of the Coconut Loan only, Account Pledge Agreements executed by the relevant Borrowers and governed by Page 16

17 Luxembourg law; (b) (c) (d) (e) (f) (g) (h) the Peach Loan is secured by the relevant Rent Assignment Agreement executed by the relevant Borrowers and governed by German law. For the remaining Loans (other than the Orange Loan) such assignment is incorporated into the relevant Global Assignment Agreement executed by the relevant Borrowers and governed by German law; each of the Loans (other than the Orange Loan) is secured by the relevant Global Assignment Agreement executed by the relevant Borrowers (in the case of the Apple Loan, the Apple Original Borrowers only) and governed by German law. For the avoidance of doubt, the Orange Loan is secured by the relevant Security Assignment of Claims under the Lease Agreements, the relevant Assignment of Rights Agreements, (each governed by German law or in the case of the Pineapple Loan, Luxembourg law) and the relevant Insurance Assignment Agreements (governed by English law); the Orange Loan, the Cherry Loan, the Strawberry Loan, the Apple Loan and the Peach Loan are each secured by a Parent Share Pledge Agreement executed by the relevant Borrowers and governed by German law; the Orange Loan, the Coconut Loan and the Pineapple Loan are each secured by a Parent Share Pledge Agreement executed by the relevant Borrowers and governed by Luxembourg law; the Kiwi Loan is secured by a Parent Share Pledge Agreement executed by the Kiwi Borrower and governed by English law; the Orange Loan is secured by a Parent Share Pledge Agreement executed by the Oranges Borrower and governed by Dutch law; each of the Loans (other than the Cherry Loan) is secured by the relevant Subordination Agreement executed by the relevant Borrowers and is, in the case of the Orange Loan and the Mango Loan, governed by English law; and in the case of the Kiwi Loan, the Strawberry Loan, the Apple Loan, the Peach Loan and the Coconut Loan, governed by German law; Page 17